KARVY GROUP EMPLOYEES CODE OF CONDUCT AND

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KARVY GROUP
EMPLOYEES CODE OF CONDUCT AND
BUSINESS ETHICS
Version 2.0
(February 1st, 2011)
(This is a proprietary and confidential document of Karvy and any circulation/reproduction of
the same shall be with the written permission of Karvy)
Code of Conduct
TABLE OF CONTENTS
Chapter
Contents
No.
Page No.
I
Introduction
3
II
Definitions
3
III
Objective, Scope & Applicability of Code
6
IV
Responsibility Matrix
8
V
Employees’ Trading Policy
10
VI
Pre-Clearance of Employees’ Trade
11
VII
Additional Requirements Specific to Employees Working in
Various Departments
16
VIII
Grey List/ Restricted List
20
IX
Dealing with External Entities
21
X
Confidentiality of Client Data/ Information
22
XI
XII
Group Policy on Countering Bribery
Client Entertainment and Gifts
23
23
XIII
Dealing with Clients
25
XIV
26
XV
General Guidelines on Employees Behaviour and Work
Environment
Anti Money Laundering Policy
XVI
Non-compliance with this Code
29
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I. Introduction:
Karvy is engaged in the business of stock broking, depository participant, merchant banking,
registry and share transfer services, investment banking, distribution of financial products,
debenture trustee, underwriters, primary dealings in government securities, corporate and
financial advisory, insurance broking and commodity broking and BPO. The activities of Karvy
are regulated by the Securities & Exchange Board of India, Reserve Bank of India, Stock
Exchanges, Depositories, Clearing Corporation of the Stock Exchanges, IRDA, FMC, NCDEX, MCX,
etc. under the various Rules and Regulations, Bye-laws, Guidelines and Directives of those
respective regulatory/ government authorities which are applicable to the businesses
transacted by Karvy.
Given the diversity of the business operations and the multiplicity and complexity of the
regulations that Karvy’s activities are subject to and given the impact of non-compliance, it is
important that the employees of Karvy understand and comply strictly with the various
regulatory requirements applicable to their respective business/ functions.
This “Employees Code of Conduct and Business Ethics” has been prepared –
To specify the responsibilities of the employees of KARVY, with regard to their business and
professional conduct – internal as well as external.
To create an environment where all the employees of KARVY Group maintain ethical
standards and adhereto the ethical standards that are laid down.
II. Definitions:
The following are the definitions/clarifications for the various terms used in this manual:
‘Code of Conduct’ means this manual and amendments thereto from time to time and shall
include the reporting formats in respect of dealing in securities and the notices / instructions
issued pursuant to this manual.
‘Karvy’ refers to Karvy Stock Broking Ltd., Karvy Consultants Ltd., Karvy Computershare Pvt Ltd.,
Karvy Investor Services Ltd., Karvy Comtrade Ltd., Karvy Insurance Broking Ltd. Karvy Global
Services Ltd, Karvy Inc., Karvy Financial Services Ltd., and other associated companies of the
group.
‘Securities’ defined in this manual will include equity shares, derivatives stocks, commodity
derivatives, bonds, debentures or other marketable securities, units of mutual funds, or any
other securities as may be defined by the Compliance Department and notified to the
employees.
‘Designated Employees’ includes all Directors (excluding independent Directors) and employees
at all levels/grades including their spouses, dependent children and their spouses and anyone
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who is financially dependent on the Director/employee. Even Research Analysts/Consultants
and the non-executive Directors are covered under the term ‘Designated Employees’
‘Control Group’ shall comprise of Senior Executives overseeing and guiding implementation of
Employees Code of Conduct and Business Ethics.
‘Compliance Officer’ means compliance officer as may be nominated by the Board from time to
time for the purpose of administration of the code.
‘Private Transactions’ will include any private transaction which has an underlying listed
security in the form of pledge or spot transaction or off market transactions.
‘Inside Information/Confidential Information’ is the piece of Information which is unpublished
and has been provided to ‘Karvy ‘ on a confidential basis’ by an external source like a client or a
prospective client and which is yet to be made known to the public.
For the purpose of interpretation of the words ‘inside information’ and ‘unpublished’, please
also refer definitions provided in SEBI (Prohibition of Insider Trading) Regulations.
‘Material Price Sensitive Information’
“Material Price Sensitive Information” means any information which relates directly or
indirectly to a company and which if published is likely to materially affect the price of
securities of the company and includes
a)
b)
c)
d)
e)
f)
g)
h)
i)
Periodical financial results of the company;
Intended declaration of dividends (both interim and final);
Issue of securities or buy-back of securities;
Any major expansion plans or execution of new projects;
Amalgamation, mergers or takeovers;
Disposal of the whole or substantial part of the undertaking;
Any significant changes in policies, plans or operations of the company;
Client’s trading position or proposals for investment / divestment
Stocks of companies currently being researched by Research Analysts and relevant
unpublished information received at the time of appraisal
j) Stocks being researched / analyzed / evaluated for potential investment and relevant
unpublished information at the time of appraisal
The information is material and price sensitive if the dissemination of the same is likely to affect
the market price of that security and would influence the investors/speculators in their decision
of trading in that security.
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‘Grey List’ – Whenever Karvy enters into any discussion for obtaining mandate, for any activity,
from any existing listed company, the shares/instrument of the listed company will be placed in
the Grey List. This means that the trading in this scrip will be monitored closely and depending
on the circumstances, the concerned employees will be prohibited from dealing in this scrip.
The scrip will be removed from the list if Karvy does not get the mandate of the assignment.
‘Restricted List’ – Whenever Karvy gets the mandate of an existing listed company, to
undertake specific assignments, the shares of that listed company will be placed in the
Restricted List. This means that all the employees are prohibited from trading in this scrip. The
scrip will be removed from the list once the assignment is completed.
‘Bribery’ – Bribery is defined as any offer or receipt of any gift, money, loan, fee, reward or
other advantage to or from any person (including an employee) as an inducement in the
conduct of the business, particularly where such offer of receipt of any bribe is dishonest, illegal
or a breach of trust.
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III.
Objective, Scope & Applicability of Code:
1. Objective of Employees Code of Conduct and Business Ethics
a) Serve as guidepost for business behavior of employees.
b) Create awareness among the employees of their respective responsibilities &
accountabilities.
c) Provide appropriate standards of official / business conduct & behaviour.
d) Bring higher degree of transparency, integrity, accountability and corporate social
responsibility.
e) Achieve good corporate governance by complying with all the laws, rules and regulations
applicable to the Group and fulfilling responsibilities towards stakeholders.
f) Protect Company's assets and property and ensure its efficient use.
g) Ensure use of company's assets for legitimate business purposes only.
2. Scope of Code
This code deals witha) Personal securities transactions of the Designated Employees and lays down detailed
guidelines to be followed in this respect.
b) Disclosure by the Employees, while tendering public investment advice.
c) Policies and procedures to prevent any instance of insider trading and guard against
abuse of price sensitive information.
d) Procedure for seeking approval before accepting outside directorship to avoid
conflicting situations.
e) Guidelines for Prevention of Money Laundering.
f) Protocol for interaction with Regulatory authorities.
g) Guidelines for interaction with Media.
h) Guidelines on Information Security.
i) Group Policy on Countering Bribery.
j) Modalities of client entertainment and gifts.
k) Procedure for redressal of investor grievances.
l) General Guidelines on Employees’ Behaviour and Work Environment
3.
Limitation & Review of Code:
Though the Code of Ethics is designed to address identified and potential conflicts, it will have
its limitations in terms of not being able to identify all the potential situations. It is therefore
understood that the Code should be abided in both spirit as well as in letter. In case of doubt
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please seek guidance of your Department Head / Zonal Business Head/ Designated Compliance
Officer, or Group Head - Compliance.
In addition to the above principles / restrictions, there are also certain reporting requirements
which are expected to be adhered to at all the times.
Karvy may, from time to time, amend this Code or stipulate additional Codes, depending upon
the situation and change in the internal policies of the company. All employees are bound by
such changes/additions in the Code as and when these changes/ additions come into force.
All employees are required to read this code and confirm their understanding and acceptance
of the code. The acknowledgement format for confirmation by employees is given in Annexure
I.
4. Applicability of Code:
The revised code shall be applicable to all employees engaged in business conducted by KARVY
and be effective from August 9, 2011, The new employees shall be bound by the Code from the
date of appointment irrespective of the fact that whether they are on probation or not.
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IV.
Responsibility Matrix:
The first line of responsibility lies with the Department Heads/ Zonal Managers/ Zonal Business
Heads/ Designated Compliance Officers, in ensuring that the activities of the employees in their
respective company/ function/ department/ zone are in line with this manual and in tandem
with the Karvy’s policy of maintaining high standards of corporate governance, integrity with
regard to trading by employees. Any instance which is not in line with this manual should be
reported to the Group Head – Compliance/ Group Head - HR immediately.
1. Control Group
Control Group will be formed to oversee and guide the implementation of Employee Code of
Conduct and Business Ethics. This control group will comprise of (1) Group Head - HR (2) COO –
KSBL (3) Country Head – KSBL (4) Group Head - Compliance and two other Senior Executives,
nominated by CMD/ Board of Directors.
The quorum for meeting of Control Group shall be at least three (3) members out of six (6) to
be present in the meeting.
2. Group Head - HR
The Group Head - HR shall maintain a record of the Designated Employees and any changes
made in the list of Designated Employees.
The Group Head - HR, shall be responsible for pre-clearing of all Designated Employees and
their dependents’ trades, monitoring of trades and reporting violations to the CMD.
The Group Head - HR shall maintain records (on behalf of the Control Group) of all the
declarations given by the employees in the appropriate form for a minimum period of three
years.
The Group Head - HR shall forward to Group Head - Compliance on half yearly basis, all the
details of pre-approval of dealings in the securities by the employees and the accompanying
documents that such persons had executed under the pre-dealing procedure as envisaged in
this code.
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3. Group Head - Compliance
Group Head – Compliance will be responsible for compliance of various regulatory/government
provisions governing the activities of Karvy. Any queries or suggestions to this policy may be
addressed to him at [email protected]
The Group Head - Compliance would be responsible for implementation of this Employees Code
of Conduct and Business Ethics under the overall supervision of the CMD/ Board of Directors.
The Group Head - Compliance shall bring to the notice of CMD/Board of Directors, any
violations of the internal and regulatory compliance norms.
4. Department Heads/ Zonal Business Heads
Karvy is involved in businesses, whose activities are complimentary and/or linked to each other.
Karvy’s business activities can result in real or perceived conflicts of interests. Ethical business
practices and the regulatory laws require that the company should develop and implement
appropriate control procedures to minimize these conflicts of interests and avoid misuse of
confidential information.
The conflict of interest arises mainly due to access to confidential information about a
particular business/client, which has to be kept confidential. Hence, it becomes important and
imperative for all the Department Heads/ Zonal Heads/ Zonal Business Heads at KSBL to
maintain arms-length-relationship between the various businesses and proper Chinese walls
are erected and maintained between the various businesses.
5. Limited access to confidential information
Files containing confidential information shall be kept in secured manner. Computer files must
have adequate security in terms of login and password, etc. Access to these files should be on a
restricted basis and will be controlled by the concerned Department Head/ Zonal/ Regional
Business Head.
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V. Employees’ Trading Policy
The Employee Trading Policy has been designed to prevent legal, business and ethical conflicts
and to guard against the misuse of proprietary or confidential information provided to Karvy by
the existing and prospective clients. The objective of the policy is to not to discourage trading
by employees, but to:
Encourage long-term investments by employees.
Ensure proper safeguards to various businesses of Karvy.
Ensure priority on client’s interest and transactions.
Discourage employees from engaging in personal trading on a scale or of a kind that
would distract them from their daily responsibility.
Discourage trading that might have appearance of impropriety.
Discourage speculative/manipulative trading.
All employees of Karvy are required to open their trading and DP account only with KSBL/
KCTL and conduct their transactions only with KSBL or KCTL unless they have written
permission from Group Head – HR to open account with an entity other than KSBL/ KCTL. For
this purpose, KSBL/KCTL will facilitate opening of a client account by the employee. The
client code will be given by the Central Registration Department (CRD) of KSBL/ KCTL at HO.
The client code will be in a specific pattern or shall have specific attribute in order to
differentiate the employees’ accounts from other clients’ account.
In case of employees who trade on exchanges outside India, exception to this prohibition will
be allowed based on the employee’s ability to justify the need for the same. In such cases, the
employee will be required to take prior written permission of Group Head – HR.
Principles
Karvy employees may deal in securities on their own account provided the employee will not:
Abuse the freedom to deal
Deal to the disadvantage of any client
Deal to the disadvantage of the company
Risk the reputation of the company, Group and the employee
Put personal interest above the company’s interest
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VI.
Pre-Clearance of Employees’ Trade
1. Investments in IPO
Employees are permitted to invest in primary market by subscribing to Initial Public Offer
(IPO)/ Repeat Public Offer (RPO) upto securities of value not exceeding Rupees Two lacs at
the offer price. However, the employees associated with Investment/ Merchant Banking and
RTI/RSI related business, shall be required to obtain pre-clearance of Group Head – HR before
making any application for IPO/RPO.
Director* is permitted to invest in primary market by subscribing to Initial Public Offer (IPO)/
Repeat Public Offer (RPO) upto securities of value not exceeding Rupees Ten lac at the offer
price.
An employee or Director* making an application for an IPO/ RPO above Rupees Two lacs or
Rupees Ten lac respectively, or for an amount exceeding Rupees Two lacs shall be required to
obtain pre-clearance of the Group Head – HR and inform the latter within 24 hours on
a. Receiving credit of securities in Demat account
b. Sale of Securities thus allotted
The formats for intimation are enclosed as Annexure 3
Employees of KISL:
All employees of KISL are prohibited from making application in the IPOs of the issuer company
for which KISL has procured the mandate for management of their public offerings, irrespective
of the amount of application or position of the employee. In case of secondary offering, where
KISL is the merchant banker, the employees of KISL are prohibited from applying in such
secondary IPOs and also from trading in the shares / securities of that issuer company.
The moment the merchant banking team gets involved in pre-mandate exercise of an existing
listed company, the same should be intimated to the Group Head - HR/ Group Head Compliance.
The employees of KISL are permitted to subscribe to the shares / securities in the Initial Public
Offerings (‘IPOs’) in retail category, only in those issues where KISL is not a merchant banker.
However the employee has to intimate the Group Head - HR about the details of his application
within 24 hours of making the application.
*Independent Directors are excluded from this Code
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Where Karvy is the Merchant Banker or the Registrar:
In case Karvy Computershare Private Limited is appointed as Registrar and/ or KISL is the
Merchant Banker for the public issue, the employees should not influence the concerned
department for favouring of allotments/refunds, etc. Similarly, the employees of the Merchant
Banker/Registrar should not exhibit any undue favour to other employees in
allotments/refunds etc.
2. Investment in Secondary Market
All trading/investments (in secondary capital and commodities market and secondary public
offerings of the capital market) by the employees and Directors for an amount exceeding
Rupees Two lacs and Rupees Ten lac respectively will require pre-clearance from the Group
Head – HR.
It is further provided that pre-clearance of trade in securities falling in grey list would be
mandatory, irrespective of amount of proposed trade, for all Employees engaged in
Institutional Broking, Merchant Banking, Arbitrage Trading, Legal & Compliance, Risk Equity
Advisory, PMS Advisory and Finance & Accounts and also for all the Employees in the grade of
General Manager and above irrespective of their function and department.
Process of Pre-Clearance
Group Head – HR Shall approve / dis-approve the request for trade / investment made by the
employee within 48 hours from the time of receipt of the said request.
Seeking pre-clearance implies that the employee has declared that he/she is not in possession
of any unpublished price sensitive information and employee’s request for investment or
trading is in compliance with this Policy, more specifically.
That the Designated Employee does not have any access or has not received any Price
Sensitive Information upto the time of making the request.
That in case the Designated Employee has access to or receives Price Sensitive information
after making the request but before the execution of the transaction he shall inform the
Group Head – HR of the change in his position and that he would completely refrain from
dealing in the Securities of the client company till the time such information becomes public.
That the Designated Employee has not contravened the Employees Code of Conduct and
Business Ethics and provisions relating for Prevention of Insider Trading as Specified by the
Company and SEBI from time to time.
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That the Designated Employee has made a full and true disclosure in the matter.
The Designated Employee shall be required to execute an undertaking in favour of the company
incorporating intra alia the aforesaid clauses, as may be applicable.
To obtain Pre-Clearance the employee may apply, as per the format given in Annexure 2 (A) &
2 (B), to Group Head – HR through his Department Head/ Zonal/ Regional Business Head. The
Department Head/ Zonal/ Regional Business Head will forward the same, with his/her
recommendation, to the Group Head – HR for consideration. In case an employee is himself a
Department Head/ Zonal Head, the request will be routed to Group Head – HR, through CMD/
Country Head.
The intimation may be sent by the employees through email which will be construed as
intimation/application through their respective Department Head/ Zonal/ Regional Business
Head at mail–id [email protected] . However, the Group Head – HR may insist on physical
application also, with the signature of the applicant employee. In such a case the employee is
required to make a physical application.
The Department Head/ Zonal/ Regional Business Head/ Country Head/CMD, while approving
and recommending employee’s request for pre-clearance, may consider, among other factors,
the following:
Appearance of the security on the Restricted list/Grey list
Possession of inside information by the employee
Appearance of Impropriety (trades that appear to be as creation of artificial market,
manipulation, etc. and could be queried by the regulatory authorities, excessive
speculation, trades that are in conflict with the interest of the clients, etc)
Unusual trading activity
Incidence of front running
Possibility of Insider Trading
A Director seeking pre-clearance can apply directly to Group Head – HR on mail-id
[email protected] for seeking pre-clearance.
On receiving the approval from the Group Head - HR, the employee can execute the
transactions, in the client code allotted to him/her from any branch of Karvy Stock Broking Ltd.
The pre-clearance will be valid for five working days after the intimation of the approval from
the Group Head – HR. If the trade is not executed within five working days, then fresh approval
has to be taken again from the Group Head - HR
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If the security, proposed to be traded by the employee, is placed on the Restricted List/ Grey
List, immediately after the approval, then the pre-clearance shall be deemed to have been
withdrawn and the employee shall desist from executing the trade in full or unexecuted part
thereof.
Exempt category of investments
For the avoidance of doubt, under these Rules, consent is NOT required for dealing in the
following:Investments in Fixed Deposits with banks / Financial Institutions / Companies, Life
insurance policies, provident funds or investments in savings schemes such as National
Savings Certificates, National Savings Schemes, Kisan Vikas Patra, or any other similar
investment
Investments of non-financial nature such as gold, silver, real estate etc.
Investments in government securities, money market instruments and money market
mutual fund schemes. The term Money Market instrument / Money Market Mutual
Funds shall have the same meaning as defined under the SEBI Regulations:
Bullion;
Precious metals;
Bonds issued by Reserve Bank of India;
Debt securities/bonds issued by central/state government, a government body, a local
authority or other public or state owned entity;
Bonds approved by the government for the purposes of Section 88 of the Income Tax
Act, 1961;
Unlisted mutual funds
The exercise of an option or warrant giving the right to receive an equity security;
currency linked structured deposits (e.g. embedded options yield enhancement
products);
Interest rate linked structured deposits;
Certificates of deposit;
Index linked deposits;
Taking up of a scrip dividend in lieu of cash or the receipt of scrip/bonus shares.
Sale of Securities and Minimum Holding period
All Investments in secondary market, can be sold at the discretion of the employee post expiry
of the minimum holding period.
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Normally the minimum holding period of securities in secondary market post purchase would
be 30 days, but it may be changed from time to time depending on the security market
conditions. However, in case the sale of securities is necessitated due to personal reasons
before the expiry of the minimum holding period, the employee may apply to the Group Head –
HR for waiver of the same along with justification thereof, through their respective Department
Head/ Zonal/ Regional Business Head. The Group Head – HR may give approve the waiver after
recording the reasons thereof in writing.
Conditions Overriding Pre-Clearance
1. Any employee having a turnover (sale +purchase) exceeding Rupees Ten lac per
calendar quarter should seek pre clearance even if he intends to invest less than Rs Two
lac in a transaction.
2. Notwithstanding any waiver in pre-clearance, the employee will be responsible for
having a self discipline of holding the shares purchased from secondary market for a
minimum period of 30 days.
3. Where an employee sells securities without approval of the competent authority before
completion of holding period, he would not only attract disciplinary action but the
profits so earned may also be forfeited.
Disclosures and Reporting Requirements Relating to Transaction in Securities
a. An employee, at the time of joining, will intimate to the Group Head – HR his existing
holdings in the various securities along with details of trading accounts and demat
accounts opened by him and his dependents prior to joining KARVY, in the prescribed
formats – Annexure 4A & Annexure 4B.
b. The employee shall also submit a declaration (Annexure 5) disclosing names of his/ her
immediate family members who have affiliation with Karvy or any other Broking House
including insurance broker, as a sub-broker, franchisee, authorized person, agent or in
any other capacity. The employee can intimate HR subsequently where his immediate
family members enter into such relation or when such information comes to his
knowledge after his joining Karvy.
c. Employees holding a position of General Manager and above, shall be required to
submit, at half yearly intervals, the following details of their securities transactions
including the statement of Dependent family members and Related Entities to the
Group Head – HR
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(i)
(ii)
(iii)
All holdings in Securities by Designated Employees at the time of joining the
Company.
Statement of transactions in Securities at such periodicity as may be prescribed
by the Company.
Annual statement of all holdings in Securities.
d. The Group Head – HR shall maintain records of all the declarations given by the
Designated Employees in the appropriate form for a minimum period of 3 years.
e. The Group Head – HR shall place before the Managing Director /Board of Directors, on
an half yearly basis all the details of the dealing in the securities by Designated
employees of the organization and the accompanying documents that such persons had
executed under the pre-clearance procedure envisaged under this code.
The Group Head – HR will regularly monitor the transactions of various employees and
report to the CMD, on the special findings, if any.
VII.
Additional Requirements Specific to Employees Working in
Various Departments
An employee of Research Department shall not make any transaction which is ‘contra’ to the
recommendation made by him or the research team of Karvy.
An employee of Research Department shall not make any transaction which will be deemed to
be front running. For this purpose, the employee can execute the transactions only after his
report/ recommendation has been disseminated to the clients of Karvy or the report/
recommendation has been disseminated to the public.
Wherever Karvy is handling pre-issue activities of any public offerings, the research team shall
not take any research report on that particular company after the offer document has been
filed with SEBI. Any research report taken should be prior to the date of filing of offer
document with SEBI.
Research Analysts, while taking out any research reports, shall ensure that all the items of price
sensitive information have already been informed to the Stock Exchanges.
No research report/ recommendation should be made based on market rumours/tips/inside
information. All recommendations made should be justifiable by proper and well documented
fundamental/technical analysis.
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Research Analyst should avoid making any general comment on the market/scrip performance,
unless and until he has means and documents to justify his comments based on the
technical/fundamental analysis.
While arranging for conference calls between the clients and the company (on which the
research department is proposing to take a research report/already taken a research report),
the research team should not instigate the company and/or its officials to share confidential,
unpublished, price sensitive information. In case such information is shared by the company
and/ or its officials, on their own, before incorporating it in the research reports, the Research
Analyst should verify whether the same has been disseminated to the public through the Stock
Exchanges.
Institutional Dealings
Confidentiality of all transactions executed on behalf of various institutions has to be
maintained. All employees of KSBL’s institutional desk are prohibited from transacting during
the trading hours. In case an employee of the institutional desk desires to execute any
transaction, they can place their request with the Head of Institutional Desk who will
facilitate execution of the transaction after verifying that such transaction would not amount
to Insider Trading/Front Running.
All employees of the Institutional Desk should adhere to the guidelines, instructions and
procedures for institutional desk prescribed by the Compliance Department.
Stock Broking
All activities of the stock broking will be governed by the Broking Operations and Compliance
Manuals circulated by HO. Also the KSBL Operations, RMS and other departments on a regular
basis, stipulate and circulate various guidelines, instructions and procedures. All employees of
stock broking will have to mandatorily follow these guidelines, instructions and procedures
stipulated in the above mentioned manuals and in other regular communications by various
departments of HO.
In addition the employees of Stock Broking shall be required to follow the “Supplementary
Code of Conduct” for Branches & Dealers as given in the Annexure 6. Further all employees
should qualify NCFM qualification even if they are not engaged in sales and marketing.
Depository Participant
All activities of the depository participant will be governed by the DP Operations and
Compliance manuals circulated by HO. Also the HO, on a regular basis, stipulates and circulates
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various guidelines, instructions and procedures. All employees of DP will have to mandatorily
follow these guidelines, instructions and procedures stipulated in the above mentioned
manuals and in other regular communications by various departments at HO.
Commodity Broking
All activities of the commodity broking will be governed by the Operations and Compliance
manual circulated by HO. All the employees of KCTL will have to mandatorily follow the
compliance manual and all other guidelines and instructions communicated by the various
departments of KCTL at HO.
In addition the employees of KCTL shall be required to follow the “Supplementary Code of
Conduct” for Branches & Dealers as given in the Annexure 6. Further all employees should
qualify relevant certification even if they are not engaged in sales and marketing.
Distribution
Each employee shall:
1. Take necessary steps to ensure that the clients’ interests are protected.
2. Adhere to SEBI Mutual Fund Regulations and guidelines related to selling, distribution and
advertising practices.
3. Be fully conversant with the key provisions of the offer document as well as the operational
requirements of various schemes.
4. Provide full and latest information of schemes to investors in the form of offer documents,
performance reports, fact sheets, portfolio disclosures and brochures, and recommend
schemes suitable to client’s investment objectives and appropriate for the client’s financial
net worth and needs.
5. Highlight risk factors of each scheme, avoid misrepresentation and exaggeration.
6. Urge investors to go through offer documents/key information memorandum before
deciding to make investments.
7. Disclose all material information related to the schemes/plans while canvassing for
business.
8. Abstain from indicating or assuring returns in any type of the scheme, unless the offer
document is explicit in this regard.
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9. Maintain high service standards and ensure that critical operations such as forwarding of
forms and cheques to AMCs/registrars and dispatch of statement of account and
redemption cheques to investors are done within the time frame prescribed in the offer
document and SEBI Mutual Fund Regulations.
10. Not collude with clients in faulty business practices such as bouncing cheques, wrong claim
of dividend/redemption cheques, etc.
11. Avoid commission driven malpractices such as:
a. Recommending inappropriate products solely because the intermediary is getting higher
commissions there from.
b. Encouraging churning of mutual fund investments to earn higher commissions, even if
they mean higher transaction costs and tax for investors.
12. Avoid making negative statements about any AMC or scheme and ensure that comparisons,
if any, are made with similar and comparable products.
13. Ensure that all investor related statutory communications (such as change in fundamental
attributes, exit/entry load, exit options, and other material aspects) are sent to investors on
time.
14. Maintain confidentiality of all investor deals and transactions.
15. While marketing various schemes, ensure that recommended scheme suits client’s
investment objectives and financial needs rather than recommending a scheme in view of
extra commission or incentive the scheme would earn for the employee or the company
earned.
16. Not route commission back to investors and avoid attracting clients through temptation of
rebate/gifts etc.
17. Qualify AMFI certification even if they are engaged in areas other than sales and marketing.
Merchant Banking/Investment Banking
All employees of Merchant Banking/Investment Banking are prohibited from making
application in the IPOs of the company for which Karvy has received the mandate. In case of
repeat/ follow up offer, where Karvy is the Merchant Banker/Investment Banker, the
employees of Merchant Banking/Investment Banking Department are prohibited from applying
in such secondary/ repeat IPOs or trade in the share of that scrip in the secondary market.
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Code of Conduct
The moment the Merchant Banking/Investment Banking team gets involved in pre-mandate
exercise of an existing listed company, the same should be intimated to the Group Head –
Compliance for placement of all listed securities of the company under Grey List.
Registrate to Issue of Securities (RIS) / Registrar Transfer of Issue (RTI)
1. All activities of the RIS / RTI business shall be governed by the Operation and Compliance
Manuals circulated by Head office.
2. None of the employees of RIS / RTI shall act or disseminate any price sensitive information
of the registry clients before they are made public in accordance with the listing agreement
by the clients concerned.
3. The Head Office on a regular basis, shall lay down various procedures and guidelines and
these procedures and guidelines need to be mandatorily followed by the employees of the
RIS / RTI.
VIII. Grey List/ Restricted List
Any Company, in respect of which price sensitive information has been received or is likely to
be received in course of any assignment taken up or under active consideration, shall be
included in the Grey List. Every business head, or other senior employee specifically authorized
in this regard, shall be responsible for notifying the Group Head – Compliance promptly of the
companies to be included in the Grey List.
Once, any Department/ Group Company/ Subsidiary company gets the mandate for any activity
of any listed company (except the normal share transfer activity), the same should be intimated
to the Group Head - Compliance. The Group Head - Compliance will then place it in the ‘grey
list’, which would be published on HR intranet http://hr.karvy.com, and intimate it to the KSBL
Risk team, Group Head – HR and concerned Department. Subsequently, if Karvy is successful in
getting the mandate, the scrip will be shifted to the ‘restricted list’. In such a case all
employees will be restricted from trading in such scrips. The Research Department will not
cover the scrip and the Institutional Desk will not recommend the scrip to the institutional
clients, till the mandate is completed.
Once the mandate is over, the concerned Department will then intimate the same to the Group
Head - Compliance who will then remove the scrip from the Restricted List.
The Departments who are required to provide information to the Group Head – Compliance in
respect of Grey/ Restricted list are Investment Banking/Merchant Banking, Research
Department, Registrar and DP Divisions.
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Effect of Grey Listing
Application for pre-clearance of trades in securities of Grey List companies shall be rejected by
Group Head – HR in the normal course unless he believes, on the basis of location and nature of
duties, that the applicant is unlikely to have any knowledge of the relationship between the
Company and the Grey List Company. Reasons for approving trades in Grey List companies shall
be recorded by Group Head – HR.
Reporting of Private Transactions
An employee, entering into any private transaction should intimate Group Head – HR through
his Department/ Zonal Business Head/ Regional Business Head about the same within 48 hours
of entering into such private transaction provided the value of such transaction exceeds Rupees
Two lacs.
IX. Dealing with External Entities
Interaction with the Regulatory authorities
Any interaction with any Regulatory Authorities like SEBI, RBI, FMC, and IRDA and Self
Regulatory Organisations (SROs) like Stock Exchanges, Commodity Exchanges, Depositories, and
AMFI will be done by the COO and the Department Heads/ Country Heads/ Zonal Heads only.
No other employee shall correspond/communicate/interact with the regulatory authorities
without the explicit permission of the Chairman/ COO/ Country Head/ Department Heads. All
the Department Heads should consult the Group Head - Compliance before finalizing such
replies to ensure that Karvy maintains a single stand before the Regulators.
Contact with the Electronic and Print Media
No employee should discuss with Media about a company where KSBL or its Subsidiary is
involved in an investment banking advisory transaction.
No employee should discuss KARVY ’s or the Group’s business or strategy or should
conduct himself as if he is speaking on behalf of KARVY or the Group.
While speaking with media “client” confidentiality must be preserved at all times and there
should not be any reference to the individual action of the clients
Only the following persons are authorised to brief the press on subjects identified below
Confidential
Karvy Stock Broking Ltd, (KSBL)
V.Mahesh
KARVY Group
CMD
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Code of Conduct
Any other person speaking to the press will necessarily require the prior approval of the
Group Head – Corporate Affairs.
Further Group Head – Corporate Affairs shall nominate/ authorize persons who can interact
with media to express their views on market, economy, industry, market performance,
outlook of companies’ results, subject to compliance to regulatory guidelines on interaction
with electronic and print media.
X. Confidentiality of Client Data/ Information
Employees of Karvy will be receiving/accessing unpublished and sensitive information
from/about Clients and Business Partners/ Vendors during the course of handling various
assignments. The Clients and Business Partners/ Vendors of Karvy expect absolute
confidentiality regarding the information shared with Karvy and its employees. Therefore, every
employee of Karvy has the prime responsibility of safe guarding the confidentiality of all
information obtained in the course of business and ensure that a situation which could be
construed as conflicts of interest does not arise.
Information Security
In order to prevent theft/misuse of proprietary/confidential information, Karvy has formulated
an Information Security Policy. The Information Security Policy, apart from other things, covers
the following:
a.
b.
c.
d.
e.
f.
g.
Password Security and Access controls
Information Protection
Protection & Segregation of data
E-mail Security
Prevention of virus attack
Backup Procedures
Laptop/Desktop security
All Departments/ Zones should ensure that they follow the Information Security Policy &
Procedures in letter and spirit. They may also take additional measures for strengthening data
and information security.
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Code of Conduct
XI.
Group Policy on Countering Bribery
The KARVY Group prohibits any Group officer or employee from offering any bribe or other
inducement in any form, including kickbacks, on any portion of a contract payment, or the use
of other routes or channels to provide improper benefits to customers, agents, contractors,
suppliers or employees of any such party and Regulatory, Exchange or Government officials.
The KARVY Group also prohibits any Group office or employee from accepting any gift except as
provided under the Employees Code of Conduct and Business Ethics.
No employee shall channel improper payments through agent or supplier;
Rather the employee shall undertake due diligence in appropriate cases before
appointing an agent or supplier; and shall ensure that compensation paid to agent or
supplier is appropriate and justifiable remuneration for legitimate services rendered.
Any relationships with agent and supplier should be documented and the agreement
should include a right of termination in the event the agent or supplier makes any
improper payment.
XII.
Client Entertainment and Gifts
1. Client Entertainment and Gifts
An employee may give or receive gifts or entertainment to/from clients during the course of
business ONLY if it is abundantly clear from the nominal value of the gift or benefit and from
the circumstances in which it is given, that no attempt has been made to compromise the
interests of the employee or KSBL, as a whole or partially.
2. Accepting Gifts / Entertainment from Clients / Business Associates
•
•
•
•
Gifts or other benefits given by someone who has no business connection with KSBL can
be disregarded
If there is a business connection, the rule applies even if the direct recipient of the gift
or other benefit is a related person (i.e. an employee’s immediate family member,
including his/her spouse, children, parents and any other person having a close
domestic relationship with the employee. It also includes any legal entity over which an
employee is able to exercise influence)
Accepting gifts or favours from a client, potential client, supplier or potential supplier of
goods or services to KSBL or any Group company is not permitted unless what is given is
of nominal value or if refusal to accept would be considered discourteous or harmful to
KSBL or its Group company. Approval must be obtained from the Head of Department/
Zonal Head in the unusual eventuality of accepting the gift
Cash and near cash (e.g. gold) is not to be accepted
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•
•
•
Normal gifts (provided they are not cash) at Diwali or New Year or on some other
special occasion may in general be accepted, so long as the same are not of value more
than of Rs.500
Normal business courtesies (e.g. lunch and dinner invitations) may be accepted
Employee should not solicit gifts or entertainment or accept any form of entertainment
which is underwritten but not attended by the host
3. Giving Gifts / Entertaining Clients / Business Associates
•
•
•
•
•
•
Gifts may be given to clients on the occasion of client visits and at Diwali or New Year or
on some other special occasions
If there is a business connection, the rule applies even if the direct giver of the gift or
other benefit is a related person (i.e. an employee’s immediate family member,
including his/her spouse, children, parents and any other person having a close
domestic relationship with the employee. It also includes any legal entity over which an
employee is able to exercise influence)
Gifts should be commensurate with the value and the business relationship between
the client and KARVY. The value of gifts that can be given to clients will be as laid down
by management from time to time but should not be extravagant or excessive or
unreasonable
Cash and near cash (e.g. gold) should not to be given as gift to clients
Normal business entertainment e.g. lunch, dinner may be given to clients but this should
not be extravagant or excessive or unreasonable in the context of the volume of
business generated or conducted with the client.
Travelling expenses incurred by clients should not be borne by KARVY unless the same
are in connection with client visits to corporates, etc. or has been arranged by KARVY.
External Directorships, Fiduciary Appointments and Outside Business Interests
Employees of KARVY are not normally permitted either to accept or continue any employment
other than that of KARVY. In exceptional circumstances, applications by employees to take up
or continue employment other than that of KARVY may be considered by the CMD provided
Business Head/ Department Head and Group Head – HR are satisfied that such employment
does not interfere or conflict with employee’s responsibilities to KSBL or any other Group
company and on the understanding that KARVY may withdraw its consent at any time
thereafter.
Appointment of employees of KARVY as non-executive directors of a non-Group company is
discouraged. If an employee is offered such an appointment, he must take prior written
approval of the CMD. Such appointments should not conflict with his responsibilities to KARVY
Group.
Other Mandatory approvals
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An employee should seek written prior approval from the Chairman before the employee may :
Engage in any business other than that of Karvy.
Be employed or compensated by any person or organization other than Karvy.
Serve as an officer, Director, Partner or employee of an business organization other than
Karvy.
Creates direct/indirect financial interests in organization, other than Karvy.
Intends to share information which is classified as ‘confidential’ and/or ‘proprietary’
information of Karvy.
Group Head – HR is responsible for maintaining records of external business interests of
employees. Each employee should must initially provide information in respect of himself and
his/ her spouse concerning:
•
•
•
•
•
•
•
•
Directorships outside the Group, including brief details of the responsibilities of the
position, the nature of activities of the entity, and the reasons, if relevant, for why the
employee / spouse is to be represented on the board of the entity
Business partnerships
3% or more shareholding in listed companies and 10% or more shareholding in unlisted
companies
Trusteeships
Business ventures involving unlimited liability
Other personal liabilities connected with business activities
Any remunerative positions outside the Group
Secretarial or finance positions outside the Group
XIII. Dealing with Clients
Investor/Client/Customer Complaints
Any investor/client/customer complaints received should be resolved within 15 days. If the
redressal of the complaint may take more time (due to the nature of the complaint which
involves collection of data from many ends), then acknowledgement of complaint be sent to
the investor/ client/ customer within 48 hours of its receipt assuring response to follow. The
reply being sent to the investor will be approved by the concerned Department Head/ Zonal
Business Head/ Regional Business Head.
1. All the letters and other written communication received from the investors /
communication from Regulatory Authority/ Consumer Court must be entered in Inward
Register specifically maintained for Investors’ Complaints / Grievances maintained under
direct supervision of the Department Head/ Business Head/ Zonal Head.
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2. In normal course the investors’ complaint shall be responded to / resolved within a period
of 15 days but not later than 30 days from the date of receipt of the investor complaint /
communication from Regulatory Authority.
3. The concerned employee shall regularly update the status from time to time till the
investor’s complaint / grievance gets resolved and shall record the same in Inward Register.
4. No reply will be sent without the approval of the Department Head / Business Head/ Zonal
Head.
XIV. General Guidelines on Employees Behaviour and Work
Environment
1. WORK CULTURE
Implement highest degree of transparency, integrity, accountability and corporate social
responsibility.
Ensure company’s assets are protected and efficiently used for legitimate official purposes.
Comply with all applicable policies, procedures, rules & regulations; manuals, circulars,
internal guidelines, etc.
Comply with any lawful and reasonable direction given by someone who has authority to
give the direction.
Maintain appropriate confidentiality of work, company and client related matters.
Promptly inform the Department Head/ Zonal Head of any event or action happening in the
market place which affects or will affect the business interest of the company or which is
against the Regulations prescribed by the regulatory authorities.
Escalate to Department Head/ Zonal Head/ Zonal/ Regional Business Head any case of
embezzlement, misappropriation, cash dealing, money laundering & Terrorist or anti social
activities or any other activity of like nature, of/through any employee, which has come to
employee’s notice and that can be substantiated by him.
Forthwith bring to the notice of management any matter or event, which any employee of
the Company is morally responsible to inform, that directly or indirectly impacts the
business interests or is likely to cause any pecuniary loss to the company or has the effect of
causing any damage to the reputation or image of the Group.
Ensure compliance with governmental laws, rules, notifications and regulations applicable
to the Company's business. In the event the implication of any law is not clear, the
Department Head/ Zonal Head/ Zonal Business Head be consulted for advice.
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Code of Conduct
2. BASIC ETHICS/ BEHAVIOURAL ETC
Treat everyone with respect and courtesy.
Deal on behalf of the company with professionalism, honesty, integrity as well as high moral
and ethical standards. Such conduct shall be fair and transparent and be perceived to be as
such by third parties.
Carry the identity card and employee should identify himself as an employee of KARVY.
Act with due skill, care and diligence in the conduct of all the activities.
Disclose and take reasonable steps to avoid, any conflict of interest (real or apparent).
Each employee should deal fairly with customers, suppliers, agents/ competitors, and other
employees of group companies.
Do not make improper use of the employee's duties, status, power or authority, in order to
gain, or seek to gain, a benefit or advantage for the employee by himself or for any other
person.
Do not provide false or misleading information in response to a request for information that
is made for official purposes.
Do not make improper use of Inside information,
Do not to indulge in or become party to creation of false market, price rigging,
manipulation, insider trading etc. For the purpose of definition of the above terms
appropriate SEBI regulation may be referred to.
3. CLIENT ORIENTED
Fulfill responsibility towards all the stake holders.
Maintain client confidentiality and do not discuss client’s financial or non-financial affairs
with other clients or even with colleagues.
Highest priority be given to redressal of investor queries/grievances.
Ensure that inquiries from all the investors are adequately dealt with and ensure that all
the business transactions are processed as per respective service standards and within
prescribed turn-around time.
4. THINGS TO BE AVOIDED
Do not take unfair advantage of anyone through manipulation, concealment, abuse of
confidential, proprietary or trade secret information, misrepresentation of material facts, or
any other unfair dealing-practices.
Do not enter into any transaction or engage in any practice, directly or indirectly, that would
tend to influence the employee to act in any manner other than in the best interests of the
Company.
Do not to indulge in embezzlement, misappropriation of funds or pilferage.
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Do not discuss compensation, incentives or any other earnings with anyone else, unless
required to do so by Competent Authority.
Avoid situation which could result in clash of personal interest with that of official interests.
Under such circumstances employee should disclose to the Department Head/ Zonal Head/
Zonal Business Head and take appropriate guidance.
Do not publish, print or send any material like leaflet, descriptive literature or circulars,
which shall be treated as an advertisement as per SEBI Regulations, unless the same is
cleared by appropriate authority at the Head office.
Do not render, directly or indirectly, any investment advice about any security in the
publicly accessible media, whether real-time or non real-time, unless duly authorized by a
competent authority and without ensuring proper disclosure of own interest as well as
company’s interest while rendering such advice.
Do not use rude, abusive or obscene language with customers, business partners or
colleagues.
5. DRESS CODE
Men
Business casual (Formal shirt & trouser) from Monday to Friday.
Business Casuals do not include Jeans, T shirts & sneakers
Employees should wear neat and clean clothes and well polished shoes (with socks)
Marketing & front office need to wear a tie.
All Business/Division/Branch Heads whenever they visit clients on tours/business
meetings need to wear a tie.
Women
Formal attire, which is, sober & suited to business environment (salwar kameez, sari or
formal business suit).
Business Casuals do not include Jeans, T-shirts & sneakers.
Appropriate make-up, no excessive jewellary & other accessories.
P.S.: Every Saturday is a dress down day & casual attire is permitted for all employees.
XV. Anti Money Laundering Policy
All the employees are required to go through the Anti Money Laundering Policy of KARVY
displayed on the HR intranet http://hr.karvy.com and follow the written procedures given there
in letter and spirit.
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Code of Conduct
XVI. Non-compliance with this Code
This policy is applicable to all the employees of the KARVY Group and their dependants as
defined in definition of “Employee” –
Each employee of KARVY is required to read this policy and comply with its provisions.
Failure to comply with any of these provisions, shall constitute grounds for action, as
deemed fit by the Management including suspension and termination of services and
reference to the relevant Government/ Regulatory authorities.
The Company shall not preclude SEBI from taking any action against the employee in case of
violation of SEBI (Prohibition of Insider Trading), Regulations, 1992.
Information to SEBI in case of violation of SEBI (Prohibition of Insider Trading) Regulations,
1992
In case the Company observes that there has been a violation of these Regulations by an
employee, the Company shall inform SEBI.
Confidentiality of Document
This Code is a confidential document of Karvy and is meant for internal use by the employees of
KARVY. This document should not be distributed for any purpose outside KARVY, without the
permission of the Group Head - HR.
List of Annexures
1. Acknowledgement of having read and understood Code of Conduct
2(A). Pre-Clearance for Purchase in Secondary Market
2 (B). Pre-Clearance for Sale in Secondary Market
3. Pre-Clearance for Applying for Purchase through Public Issue
4 (A). Information on Demat/ Trading Account
4 (B). Statement of Securities Holding
5. Declaration having affiliation with Karvy/ Other Broking House
6. Supplementary Code of Conduct for Branch Co-ordinators and Dealers
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Code of Conduct
ANNEXURE- I
Acknowledgement of Having Read and Understood
Code of Conduct
I Mr./Ms. _______________________ bearing employee number __________, hereby declare
that I have read and understood the “Employee Code of Conduct and Business Ethics”, which
has also been displayed on corporate website and HR intranet and I hereby undertake to
adhere to it at all times during my employment / association with KARVY.
I further undertake to be bound by any decision of the Organization in the event of my failing to
observe the above Employee Code of Conduct and Business Ethics.
Signature
:
_________________________
Date
:
_________________________
Place
:
_________________________
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Code of Conduct
ANNEXURE – 2 (A)
PRE CLEARANCE FOR PURCHASE IN SECONDARY MARKET
Date :
The Vice President – HRD
Hyderabad
Email ID: [email protected]
Through Proper Channel
Dear Sir,
I wish to inform you that I propose to make the following investments whose details are given
below:
S.No.
Scrip proposed
to purchase
Qty & Rate
proposed
Qty
Rate
Name in
which the
investment is
being made
Likely period of
holding after
purchase
Source of
funds
Own Loans
funds
Etc.
Declaration
I hereby declare that –
I am not in possession of any unpublished, price sensitive, inside information on the
company in which I am proposing to buy, by virtue of my position in the company,
assignment I handle or otherwise.
I hereby confirm that –
The above securities are not in the restricted/grey list of KARVY.
The above purchase will be made within 5 working days of approval by the Competent
Authority and
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Code of Conduct
The purchases will be made through KARVY Stock Broking Ltd.
I am not involved in any sort of unusual trading, front running, and manipulative trades etc.
that are prohibited.
I assure that –
The above purchase will be made within 5 working days from the date of approval of the
Competent Authority.
I will keep the Group Head – HR informed about the purchase & furnish him the required
details.
The above securities do not form part of any secondary public offerings managed by KARVY
as a merchant Banker whether or not KARVY has an active role in the allotment process.
I am aware and acknowledge that if I engage in any other business not permitted to trade on,
the company will be entitled to take disciplinary action (including fine, suspension and / or
expulsion) against me.
Further, I am also aware of the fact that all my & my family members future investments needs
the approval from the competent authority as indicated in the ‘Employees Code of Conduct and
Business Ethics’.
Hence, I would request you to grant me approval for making the above purchases.
Thanking you
Yours faithfully
Signature
Name
Emp. Code
Designation
Company/Division
:
:
:
:
Note : Family members mean husband, wife, children. Family member also include parents and
other relatives who are financially dependent on the employee.
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Code of Conduct
ANNEXURE – 2 (B)
PRE CLEARANCE FOR SALE IN SECONDARY MARKET
Date :
The Vice President – HRD
Hyderabad
Email ID: [email protected]
Through Proper Channel
Dear Sir,
I wish to inform you that I propose to sell/ dispose the following investment whose details are
given below:
S.No.
Name in
which the
investment
is being held
Quantity to
be Sold
Tentative
Proposed Rate
of Sale
Tentative
Proposed Date
of Sale
Declaration
I hereby declare that –
I am not in possession of any unpublished, price sensitive, inside information on the
company in which I am proposing to buy, by virtue of my position in the company,
assignment I handle or otherwise.
I hereby confirm that –
The above securities are not in the restricted/grey list of KARVY.
The above sale will be made within 5 working days of approval by the Competent Authority
and
The purchases will be made through KARVY Stock Broking Ltd.
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Code of Conduct
I am not involved in any sort unusual trading, front running, and manipulative trades etc.
that are prohibited.
I assure that –
The above sale will be made within 5 working days from the date of approval of the
Competent Authority.
I will keep the Group Head - HR informed about the sale & furnish them the required
details.
The above securities do not form part of any secondary public offerings managed by KARVY
as a merchant Banker whether or not KARVY has an active role in the allotment process.
I am aware and acknowledge that if I engage in any other business not permitted to trade on,
the company will be entitled to take disciplinary action (including fine, suspension and / or
expulsion) against me.
Further, I am also aware of the fact that all my & my family members future investments needs
the approval from the competent authority as indicated in the ‘Employees Code of Conduct and
Business Ethics’.
Hence, I would request you to grant me approval for making the above sale.
Thanking you
Yours faithfully
Signature
Name
Emp. Code
Designation
Company/Division
:
:
:
:
Note : Family members mean husband, wife, children. Family member also include parents and
other relatives who are financially dependent on the employee.
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Code of Conduct
ANNEXURE – 3
PRE CLEARANCE FOR APPLYING FOR PURCHASE THROUGH PUBLIC ISSUE
Date :
The Vice President – HRD
Hyderabad
Email ID: [email protected]
Through Proper Channel
Dear Sir,
I wish to inform you that I propose to make an application in the forthcoming public issue of
shares / bonds of M/s __________________________________ as per the details given below:
(OR)
I wish to inform you that I (individually)/ along with my relatives propose to make an
application in the forthcoming public issue of shares / bonds of M/s
__________________________________.
S.No.
Shares / Bonds Qty & Rate Name
in Likely period of
proposed to proposed
which
the holding
after
purchase
investment is purchase
Qty
Rate
being made
Source
of
funds
Own Loans
funds Etc.
Declaration
I hereby declare that –
I am not in possession of any unpublished, price sensitive, inside information on the
company in which I am proposing to buy, by virtue of my position in the company,
assignment I handle or otherwise.
I am aware that KARVY Computershare is a Registrar in this public issue.
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Code of Conduct
Tick the appropriate choice


I confirm that I am not part of the team involved in finalization of allotment.
I declare that I am a part of the team involved in finalization of allotment and I confirm that
I will not take any action which will result in any unfair allotment to me, my family or my
friends.
I am aware and acknowledge that if I invest in securities not permitted to trade on, the
company will be entitled to take disciplinary action (including fine, suspension and / or
expulsion) against me.
Further, I am also aware of the fact that all my & my family members future investments needs
the approval from the competent authority as indicated in the ‘Employees Code of Conduct and
Business Ethics’.
Hence, I would request you to grant me approval for making the above investment.
Thanking you
Yours faithfully
Signature
Name
:
Emp. Code
:
Designation
:
Company/Division
:
Note : Family members mean husband, wife, children. Family member also include parents and
other relatives who are financially dependent on the employee.
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Code of Conduct
ANNEXURE – 4(A)
INFORMATION ON DEMAT/ TRADING ACCOUNT
I hereby declare that the following DEMAT/ TRADING ACCOUTNS are held by me/ my family
members:
Dp id
Name(self/family
Trading
Service Operating Location/
S.No.
Relationship
./Client
members)
A/c No.
Provider Since
Address
id
I confirm that the above information provided is true to the best of my knowledge and assure
that all future investments/ sale/ purchase will be made duly obtaining the approval from the
competent authorities as indicated in the “Employees Code of Conduct and Business Ethics”.
Name
E.Code
Location/ Branch
Date
:
:
:
:
Signature
If the above is not applicable
I here by declare that neither me nor any of my family members possess any DEMAT/ TRADING
ACCOUNTS with KARVY or with any other service providers.
Name
E.Code
Location/ Branch
Date
:
:
:
:
------------------------------Signature
Note: Family members mean husband, wife, children, parents and others who are financially
dependent on the employee.
ANNEXURE – 4(B)
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Code of Conduct
STATEMENT OF SECURITIES HOLDING AS ON ________________
NAME :
EMP CODE:
Designation :
Department :
Division/Region :
Location
:
Group Name :
(Dependent Name)* :
Depository Participant Name :
Demat Beneficiary Client Id :
Sl no
Security Name
ISIN No
Type of Security
(Equity/MF/ etc.,)
Place :
Date :
*P.S :
Signature
Please attach separate sheets for each dependent family member.
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Qty
Code of Conduct
ANNEXURE 5
Declaration Having Affiliation with Karvy/ Other Broking House
I Mr./Ms. _______________________ joined Karvy Group on _________ in
_______________________ department, bearing employee number ___________, hereby
declare that none of my family members have affiliation with Karvy or any other Broking House,
including insurance broker, as a sub-broker, franchisee, authorized person, agent or in any
other capacity. I will intimate HR immediately if any of my family members enter into such
relation and/ or such information comes to my knowledge subsequently as per format given
below.
OR
I hereby declare that the below named family members have affiliation with Karvy/ Other
Broking House as per details given below:
S.No.
Name
Relationship
Trade
with
Name
employee
SEBI
Registration Location
No. (if any)
I confirm that the above information provided by me is true to the best of my knowledge and
nothing has been concealed therein.
Name
:
E.Code
:
Location/ Branch
:
Date
:
----------------------------------Signature
Confidential
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Code of Conduct
ANNEXURE 6 – Supplementary Code of Conduct for Branch Coordinators and Dealers
(Applicable To Broking Functions Of KSBL & KCTL)
Confidential
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