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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)

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TABLE OF CONTENTS

Chapter

No. Contents 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 Group Policy on Countering Bribery

23

XII Client Entertainment and Gifts

23

XIII Dealing with Clients 25

XIV General Guidelines on Employees Behaviour and Work Environment

26

XV Anti Money Laundering Policy 28

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 Karvys 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) Periodical financial results of the company; b) Intended declaration of dividends (both interim and final); c) Issue of securities or buy-back of securities; d) Any major expansion plans or execution of new projects; e) Amalgamation, mergers or takeovers; f) Disposal of the whole or substantial part of the undertaking; g) Any significant changes in policies, plans or operations of the company; h) Clients trading position or proposals for investment / divestment i) 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 with- a) 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