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CODE OF CONDUCT

AND

CORPORATE DISCLOSURE PRACTICES

FOR PREVENTION OF INSIDER TRADING

OF INDIA INFOLINE LIMITED


1 Applicability

2 Definitions

3 Compliance Officer

4 Preservation of price sensitive information

5 Prohibition to buy / sell securities of the Company

6 Restriction to buy / sell securities by Directors/ Designated


Employees & Trading Window

7 Pre-clearance of Trades

8 Disclosures

9 Penalties for contravention of code

10 Information to SEBI in case of violation

11 General

12 Code of Corporate Disclosure Practices

13 Forms and Annexures


1. Applicability :

1.1 This code is applicable to all Directors including the Managing Director, Wholetime /
Executive Director and Non Executive Directors and the Designated Employees of the
Company.

1.2 The restrictions on the dealing in securities shall also be applicable to the Dependents of the
Directors and Designated Employees.

2. Definitions :

2.1 “Board “ means The Board of Directors of India Infoline Limited

2.2 “Compliance Officer” means such person as the Board may appoint from time to time,
to be the Compliance Officer in relation to this code.

2.3 “Connected Persons” means any person who

1. is a director of the Company; or


2. an Designated Employee of the Company; or
3. has a professional or business relationship with the Company

2.4 “Dealing in Securities” means the act of subscribing, buying, selling or agreeing to
buy, sell or deal in any securities of the Company by any person either as principal or
agent and includes exercising of options.

2.5 “Deemed Connected Persons” means and includes:

1. Any group company, company under the same management or subsidiary of the
Company;
2. Dependent Family Members of Connected Persons;
3. Bankers of the Company;
4. Merchant Banker, Share Transfer Agent, Registrar to an issue, Debenture Trustee,
Broker, Portfolio Manager, Investment Advisor, Sub-broker or any employee
thereof having a fiduciary relationship with the Company;
5. Trustees of any trust the beneficiaries of which include any of the Connected
Persons;
6. Trustees of any trust who are conferred with the Power of Attorney to act on
behalf of beneficiaries in respect of securities of the Company;
7. Any person who was a connected person, whether temporary or permanent six
months prior to an act of insider training;
8. Persons having professional or business relationship between themselves and the
company, whether temporary or permanent and by virtue of such relationship are
expected to be in possession of price-sensitive information;
9. Any other person or category of persons mentioned in Regulation 2 of the SEBI
(Prohibition of Insider trading) Regulations, 1992;

2.6 “Dependent Family Members” shall mean the employee's spouse, dependent parents and
dependent children;
2.7 “Designated Employee” means :

1. Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief
Marketing Officer or any such equivalent position
2. Heads of All Core Departments of the Company
3. Sr. Vice President or equivalent position
4. Assistant Manager and above in the Finance and Accounts Department and
Secretarial and Compliance Department
5. Directors or employees who may be designated by the Chairman & Managing Director
and the Executive Director from time to time, keeping in mind the objectives of this
Code of Conduct.

2.8 “Insider Trading” : When insiders use unpublished price sensitive


information to arrive at securities trading (including buying as well as selling) decisions,
the action is referred to as insider trading;

2.9 “Insider” means any person who,

i) is or was connected with the Company or is deemed to have been connected with
the Company and who is reasonably expected to have access to unpublished price
sensitive information in respect of securities of the Company, or

ii) has received or has had access to such unpublished price sensitive information.

2.10 “Price sensitive information” means information which relates directly or indirectly to the
Company and if published, is likely to materially affect the prices of the securities of the
Company and includes, but is not restricted to:

a. Periodical financial results of the Company


b. Intended declaration of dividend (both interim and final)
c. Issue of securities or buy back of securities
d. Any major expansion plans or new projects
e. Amalgamations, Mergers and takeovers
f. Disposal of the whole or substantially the whole of the undertaking
g. Any significant changes in the policies, plans or operations of the Company

2.11 “Published Information” means any information officially published by the Company or
its authorized officials and includes the information sent to the stock exchanges.
However, speculative reports published in print or electronic media by analysts or
reporters or by means of rumour shall not be considered as published information.

2.12 “Unpublished Information” means any information which is not officially published by
the Company or its authorized agents.

2.13 “Trading Window” means a period in which trading of securities can be done by the
Director / Designated Employee.

2.14 “Working Days” shall mean the working day when the regular trading is permitted on
the concerned stock exchange where Shares of the Company are listed.
3. Compliance Officer

3.1 The Company has appointed the Company Secretary as the Compliance Officer for the
purpose of this code, who shall report to the Chairman and Managing Director.

3.2 The Compliance officer shall :

1. Be responsible for monitoring adherence to the rules for preservation of price sensitive
information, pre-clearance of trades of Directors and Designated Employees, monitoring of
the trades and implementation of the code of conduct under the overall supervision of the
Board of Directors.

2. Maintain a record of the Designated Employees or any changes in the Designated Employees.

3. Assist all the employees in addressing any clarifications regarding SEBI (Prohibition of
Insider Trading) Regulations, 1992 and the Code of Conduct of the Company.

4. Preservation of Price Sensitive Information

4.1 Directors and Designated Employees shall maintain the confidentiality of the information
and shall not pass on the information to any person directly or indirectly by way of making
a recommendation for the purchase or sale of securities.

4.2 Directors and Designated Employees shall handle the unpublished price sensitive
information on a “need to know” basis and shall not disclose such information except to
those persons within the company who require such information in order to discharge their
duties and whose possession of such information will not give rise to conflict of interest or
misuse of the information.

4.3 Files containing confidential information shall be kept secure. Computer files shall have
adequate security of login, password etc.

5. Prohibition to buy / sell securities of the company

5.1 Directors and Designated Employees, when in possession of unpublished price sensitive
information shall not

1. Deal in the securities of the company either on their own behalf or on behalf of any other
person.

2. Communicate, counsel or disclose any unpublished price sensitive information except in a


manner permitted by law.

6. Restrictions on dealing in securities by Directors / Designated Employees / their dependents

6.1 Directors / Designated Employees / their dependents shall be subject to the following
restrictions on dealing in securities of the company :
1. The Directors / Designated Employees / their dependents shall not deal
in the securities of the company during the closure of the trading window
or during such periods as may be specified from time to time by the
Board.

The Trading window shall remain closed during the following periods :

a) Period beginning with the day the stock exchanges are informed of the Board
Meeting as per the listing agreement and ending after 24 hrs. from the time the
Price Sensitive Information is made public.
b) Such other period as may be specified by the compliance officer

The opening or closing of the trading window shall be informed to all concerned by
the compliance officer.

2. The Directors / Designated Employees / their dependents shall conduct all dealings in
the securities of the company only in a valid and open trading window.
3. In case of Employee Stock Options, the exercise of the option may be allowed during the
period of closure of the trading window. However, the dealing in securities arising out
of the options exercised will be allowed only during a valid and open Trading window.

7. Pre-clearance of Trades

7.1 Directors and Designated Employees who intend to deal in securities of the company above
the threshold limit of 1000 Equity Shares in any calendar month (in one or more tranches)
shall require prior clearance from the Compliance Officer.

7.2 The Clearance shall be obtained as per the procedure prescribed below :

1. An application is to be made to the compliance officer as per the enclosed format


(Annexure I) indicating the estimated number of securities that the director / Designated
Employee intends to deal in, the details of securities held in physical form as to Folio No.,
the details as to the depository with which he has a security account, the details as to the
securities in such depository mode and such other details as may be required by any rule
made by the Company in this behalf.

2. Each Director and Designated Employee shall execute in favour of the Company an
undertaking in the enclosed pro-forma (Annexure I) for getting the trades cleared.

8. Disclosures

8.1 All Directors and Designated Employees shall forward following details of his
/ her transactions in the securities of the Company, including the statement
of transactions of dependent family members to the Compliance Officer.

a) All holdings in securities of the Company at the time of joining the Company in
Annexure ‘II’
b) Half yearly statement of transactions if any, in securities of the Company in
Annexure ‘III’

c) Annual Statement of all holdings in securities of the Company in Annexure ‘IV’


8.2 Any person who holds more than 5% securities or voting rights in the
company shall disclose to the company the number of securities or voting
rights held by such person on becoming such holder in the form specified in
Annexure ‘A’ within 2 working days of :

a) the receipt of the intimation of allotment of the securities or

b) the acquisition of securities or voting rights as the case may be

8.3 Any Director or Designated Employees of the Company shall disclose to the company, the
number or voting rights held and positions taken in derivatives by such person and his
dependent, within 2 working days of becoming a Director or Designated Employees in the
company in the form specified in Annexure ‘B’.

8.4 Any person who holds more than 5% securities or voting rights in the Company shall
disclose to the Company the number of securities and voting rights held and change in
shareholding or voting rights, even if such change results in shareholding falling below 5% if
there has been a change in the holdings from the last disclosure made, and such change
exceeds 2% of the total shareholding or voting rights in the form specified in Annexure ‘C’.

8.5 Any person who is a Director or Designated Employees of the Company shall disclose to the
company and the stock exchange the total number of securities or voting rights held and
change in shareholding or voting rights if there has been a change in such holdings from the
last disclosure made, and the change exceeds Rs.5 lacs in value or 25000 securities or 1% of
the total shareholding or voting rights, whichever is lower, in the form specified in
Annexure ‘D’.

8.6 All Directors/officer/Designated Employees who buy or sell any number of shares of the
Company shall not enter into an opposite transaction i.e. sell or buy any number of shares
during the next six months following the prior transaction. All Directors/officer/Designated
Employees shall also not take positions in derivate transactions in the derivate transactions
in the shares of the Company at any time.

9. Penalties for contravention of code

9.1 Violation of this code will invite disciplinary action as may be decided by the Board.

9.2 However, in case of violation of SEBI (Prohibition of Insider Trading) Regulations) 1992, as
amended till date, any action taken or which may be taken by the Board shall not preclude
SEBI from taking any action.

10. Information to SEBI in case of violation

In case it is observed by the Company / Compliance Officer that there has been a violation of
SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended till date, SEBI shall be
informed by the Company.
11. General

A copy of the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended till date, is
available from the office of the Compliance Officer. Employees are advised to acquaint
themselves with their obligations under the Regulations. The Compliance Officer is available for
clarification / assistance that may be necessary.
CODE OF CORPORATE DISCLOSURE PRACTICES

The Company shall follow the following norms as regards the corporate disclosure practices:

> The Company shall:

1. disseminate the price sensitive information to the stock exchanges on a continuous and
immediate basis.

2. endeavour to increase investor access to its public announcements by using various media for
the said purpose

> The Compliance Officer shall be responsible for ensuring that the company complies with
continuous disclosure requirements, overseeing and co-ordinating disclosure of price sensitive
information to stock exchanges, analysts, shareholders and media, and educating staff on
disclosure policies and procedure.

> The Compliance officer, in consultation with the Chairman and Managing Director / Executive
Director shall approve the information to be disclosed / disseminated.

> If the information is accidentally disclosed without approval, the person concerned shall inform
the Compliance Officer immediately.

> Disclosure of shareholdings/ ownership by major shareholders and disclosure of changes in


ownership as provided under any Regulations made under the Act and the listing agreement
shall be made in a timely and adequate manner.

> The Company shall respond promptly to the queries / requests made by the stock exchanges for
verification of market rumours and if found necessary by the Compliance Officer, in consultation
with the Chairman and Managing Director, disclose its response on its website.

> While dealing with Analysts / Institutional Investors, the company shall ensure that

a) only public information is provided,


b) atleast two of the company representatives are present at the meetings and a record is kept of
the discussions

in cases which so merit, relevant information is posted on the website of the company.
Annexure ‘I’

Proforma of Application and Undertaking to be executed by the Directors / Designated


Employee for Pre-clearance of trades

To,
The Compliance Officer,
India Infoline Limited,
IIFL Centre,
Kamala City, Off. Senapati Bapat Marg,
Lower Parel, Mumbai -13

Reg. : Application and undertaking for pre-clearance of trades

I, _________________________________________________________________ (Name),

_____________________________________________________________ (Designation),

am presently holding Shares in India Infoline Limited as per the following details:

Sr. No. Physical Form Demat Form No. of Shares


Folio No. DP ID Client ID Presently held

Further I am desirous of selling / buying ____________________ shares of India Infoline


Limited.

i) through ____________________ DP ID where my Client ID is


__________________ (in case of trading transaction through stock
exchanges).
OR

ii) directly to / from ____________________________ (in case of off market


transaction in physical or demat form)

I hereby seek pre-clearance for the aforesaid trade/transaction in the Company’s shares I
confirm that,

1) I will execute the order in respect of securities of the Company within one week after the
approval of pre-clearance is given. If the order is not executed within one week after the
approval is given, I agree to seek pre-clearance for the transaction again.
2) I will hold the investments in securities being purchased by me for a minimum period of one
month in order to be considered as being held for investment purposes.

I have held the securities being sold by me for a period of more than 30 days
I have held the securities being sold by me for a period of less than 30 days and as the sale of securities
is necessitated by the following personal emergency, the minimum holding period may kindly be
waived: (please clearly state the reasons for requesting waiver of minimum holding period)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________

I hereby undertake and confirm that,

1) I do not have any access or have not received "Price Sensitive Information" up to the time of signing
this undertaking

2) In case I have access to or have received "Price Sensitive Information" after the signing of the
undertaking but before the execution of the transaction I will inform the Compliance officer of the
change in my position and that I would completely refrain from dealing in the securities of the
Company till the time such information becomes public

3) I have not contravened the prevailing Code of Conduct for Prevention of Insider Trading

4) I have made a full and true disclosure in this matter.

Signature
Name
Designation
Department
Date
E-Mail ID for Communication
of Approval
Annexure ‘II’

Statement in Holding of Securities at the time of joining the company by Director/ Designated
Employee

To,
The Compliance Officer,
India Infoline Limited,
IIFL Centre,
Kamala City, Off. Senapati Bapat Marg,
Lower Parel, Mumbai -13

Reg. : Initial Disclosure of Shareholding

Following are the details of shares held ______ by me,


________________________________________________________________ (Name),

_____________________________________________ (Designation and Department),

and my dependent family members as on

Name Relationship No. of Shares held in Other Details such


the Company as Folio / DP Id /
Client Id
Self
Dependents :
1.
2.
3.
4.

I undertake to furnish half yearly disclousers regarding transactions in the shares of the Company
held by me and my dependents, as well as Annual returns regarding the complete details of all shares
held by us within 15 days from the end of each half year / year.

Signature
Name
Designation
Department
Date
E-Mail ID for Communication
Annexure ‘III’

Half yearly statement on transactions in the securities

(To be submitted as on 30th September and 31st March every year)

The Compliance Officer,


India Infoline Limited,
IIFL Centre,
Kamala City, Off. Senapati Bapat Marg,
Lower Parel, Mumbai -13

Reg. : Disclosure of Transactions in securities

Following are the details of shares transacted by me,


and my dependent family members
for the 6 months period ended 31st March/ 30th September _______________ (year)

Name Details No. of No of shares No. of No. of


such as shares purchased Shares sold Shares held
Folio / DP Held on during the 6 during the 6 in the
ID / Client the 1st months period * months Company as
ID day of period* on 30th
through Apr/ September
which Oct / 31st
transacti _______ March____

Date Nos. Date Nos.

Details of shares held by dependent family members

Name of Details No. of No of shares No. of No. of


Relative and such as shares purchased Shares sold Shares held
relationship Folio / DP Held on during the 6 during the 6 in the
ID / Client the 1st months period * months Company as
ID day of period* on 30th
through Apr/ September
which Oct / 31st
transacti _______ March____
Date Nos. Date Nos.

I/ We declare that the shares sold have been held by me / us for 30 days.

I/ We further declare that the above disclosure is true and correct and is in accordance
with the previous disclosures given to the Company.

Signature
Name
Designation
Department
Date
E-Mail ID for Communication
Annexure ‘IV’ Statement of Annual Holding of Securities

To,
The Compliance Officer,
India Infoline Limited,
Bldg. No. 75, Off Western Express Highway,
Goregaon (East),
Mumbai – 400 063

Reg. : Annual Disclosure of Shareholding

Following are the details of shares held ______ by me,


________________________________________________________________ (Name),

_____________________________________________ (Designation and Department),

and my dependent family members as on 31st March ___________ (year).

Name Relationship No. of Shares held in Other Details such


the Company as on as Folio / DP Id /
31st March____ Client Id
Self
Dependents :
1.
2.
3.
4.

I/ We declare that the shares sold have been held by me / us for 30 days.
I/ We further declare that the above disclosure is true and correct and is in accordance
with the previous disclosures given to the Company.

Signature
Name
Designation
Department
Date
E-Mail ID for
communication
FORM A

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992
(Regulation 13 (1) and (6)

Regulation 13(1) – Details of acquisition of 5% or more shares in a listed company

Name, Share No.and Date of Date of Mode of Sharehol Trading Excha Buy Bu
PAN & holdin percent receipt intimati acquisitio ding member nge on quant y
address g age of of on to n (market subsequ through which ity val
of prior shares allotmen Compa purchase ent to whom the the ue
sharehol to /voting t /advice. ny /public acquisiti trade was trade
der with acquis rights Date of /rights / on executed was
telephon ition acquire acquisiti preferenti with SEBI execut
e d on(speci al offer Registration ed
number fy) etc.) No.of the
TM

Signature
Name
Designation
Date
E-Mail ID for communication
FORM B

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

(Regulation 13 (2) and (6)

Regulation 13 (2) – Details of shares held by Director or officer of a Listed company

Name, Date of No. & % of Date of Mode of Trading Exchang Buy Buy
PAN & assuming shares intimatio acquisitio member e on quant value
Address office of /voting n to n (market through which the ity
of Director / rights held company purchase whom the trade was
Director/ Officer at the time / public trade was executed
Officer of / rights / executed
becoming preferenti with SEBI
Director / al offer Registratio
Officer etc.) n No. of the
TM

Signature
Name
Designation
Date
E-Mail ID for communication
FORM C

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992

(Regulation 13 (3) and (6)

Regulation 13(3) – Details of change in shareholding in respect of persons holding more


than 5% shares in a listed company

Nam Shar No. & Rece Date of Mode No. & Trading Exchan Buy Buy Sell Sell
e, ehold % of ipt of intimati of % of membe ge on quant value quant value
PAN ing share allot on to acquisit shares/ r which ity ity
& prior s/ ment compa ion on voting through the
addr to votin advic ny (market rights whom trade
ess acqui g e/acq purcha post- the was
of sition rights uisiti se/publ acquisit trade execut
shar / acqui on of ic/right ion/sal was ed
ehol sale red/s share s/prefer e execut
ders old s/sal ential ed with
e of offer SEBI
share etc.) Registr
s– ation
speci no. of
fy the TM

Signature
Name
Designation
Date
E-Mail ID for communication
FORM D

Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (Regulation 13 (4)
and (6)

Regulation 13(4) – Details of change in shareholding of Director or Officer of a Listed


Company

Nam No. & Date of Date of Mode No. & Trading Exchan Buy Buy Sell Sell
e, % of receipt intimati of % of member ge on quant value quant value
PAN shares/ of on to acquisit shares/ through which ity ity
& voting allotme compa ion post whom the
Addr rights nt ny (market acquisit the trade trade
ess held by advice/ purcha ion/voti was was
of the acquisit se/publ ng executed execut
Dire Directo ion / ic/right rights with ed
ctor/ r/Office sale of s/prefer sale SEBI
Offic r shares/ ential Registrati
er voting offer on no. of
rights etc.) the TM

Signature
Name
Designation
Date
E-Mail ID for communication
Acknowledgement Slip

From :

Name :

Department: _______________________

Designation : __________________________

Address : _____________________________________________________________

I hereby acknowledge the receipt of The Code of Conduct and Code of Corporate Disclosure Practices
for Prevention of Insider Trading of India Infoline Limited.

Sign :

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