iifl code of conduct

8/7/2019 IIFL Code of Conduct

http://slidepdf.com/reader/full/iifl-code-of-conduct 1/20

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/ DesignatedEmployees & 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 theCompany.

1.2 The restrictions on the dealing in securities shall also be applicable to the Dependents of theDirectors 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; or2. an Designated Employee of the Company; or3. has a professional or business relationship with the Company

2.4 “Dealing in Securities” means the act of subscribing, buying, selling or agreeing tobuy, sell or deal in any securities of the Company by any person either as principal oragent 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 theCompany;

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 employeethereof having a fiduciary relationship with the Company;

5. Trustees of any trust the beneficiaries of which include any of the ConnectedPersons;

6. Trustees of any trust who are conferred with the Power of Attorney to act onbehalf of beneficiaries in respect of securities of the Company;

7. Any person who was a connected person, whether temporary or permanent sixmonths 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 areexpected 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 anddependent children;



2.7 “Designated Employee” means :

1. Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, ChiefMarketing Officer or any such equivalent position

2. Heads of All Core Departments of the Company3.

Sr. Vice President or equivalent position4. Assistant Manager and above in the Finance and Accounts Department andSecretarial and Compliance Department

5. Directors or employees who may be designated by the Chairman & Managing Directorand the Executive Director from time to time, keeping in mind the objectives of thisCode of Conduct.

2.8 “Insider Trading” : When insiders use unpublished price sensitiveinformation 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 withthe Company and who is reasonably expected to have access to unpublished pricesensitive 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 theCompany and if published, is likely to materially affect the prices of the securities of theCompany and includes, but is not restricted to:

a. Periodical financial results of the Companyb. Intended declaration of dividend (both interim and final)c. Issue of securities or buy back of securitiesd. Any major expansion plans or new projectse. Amalgamations, Mergers and takeoversf. Disposal of the whole or substantially the whole of the undertakingg. Any significant changes in the policies, plans or operations of the Company

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

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

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

2.14 “Working Days” shall mean the working day when the regular trading is permitted onthe 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 thepurpose 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 sensitiveinformation, pre-clearance of trades of Directors and Designated Employees, monitoring ofthe trades and implementation of the code of conduct under the overall supervision of theBoard 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 ofInsider 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 informationand shall not pass on the information to any person directly or indirectly by way of makinga recommendation for the purchase or sale of securities.

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

4.3 Files containing confidential information shall be kept secure. Computer files shall haveadequate 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 sensitiveinformation shall not

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

2. Communicate, counsel or disclose any unpublished price sensitive information except in amanner 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 followingrestrictions on dealing in securities of the company :



1. The Directors / Designated Employees / their dependents shall not dealin the securities of the company during the closure of the trading windowor during such periods as may be specified from time to time by theBoard.

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 thePrice 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 bythe compliance officer.

2. The Directors / Designated Employees / their dependents shall conduct all dealings inthe 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 outof 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 abovethe 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 / DesignatedEmployee 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 thesecurities in such depository mode and such other details as may be required by any rulemade by the Company in this behalf.

2. Each Director and Designated Employee shall execute in favour of the Company anundertaking 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 inAnnexure ‘II’

b) Half yearly statement of transactions if any, in securities of the Company inAnnexure ‘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 thecompany shall disclose to the company the number of securities or votingrights held by such person on becoming such holder in the form specified inAnnexure ‘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, thenumber or voting rights held and positions taken in derivatives by such person and hisdependent, within 2 working days of becoming a Director or Designated Employees in thecompany in the form specified in Annexure ‘B’.

8.4 Any person who holds more than 5% securities or voting rights in the Company shalldisclose 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% ifthere has been a change in the holdings from the last disclosure made, and such changeexceeds 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 thecompany and the stock exchange the total number of securities or voting rights held andchange in shareholding or voting rights if there has been a change in such holdings from thelast disclosure made, and the change exceeds Rs.5 lacs in value or 25000 securities or 1% ofthe total shareholding or voting rights, whichever is lower, in the form specified inAnnexure ‘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 sharesduring the next six months following the prior transaction. All Directors/officer/DesignatedEmployees shall also not take positions in derivate transactions in the derivate transactionsin 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, asamended 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 ofSEBI (Prohibition of Insider Trading) Regulations, 1992, as amended till date, SEBI shall beinformed by the Company.



11. General

A copy of the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended till date, isavailable from the office of the Compliance Officer. Employees are advised to acquaintthemselves 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 andimmediate basis.

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

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

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

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

> Disclosure of shareholdings/ ownership by major shareholders and disclosure of changes inownership as provided under any Regulations made under the Act and the listing agreementshall be made in a timely and adequate manner.

> The Company shall respond promptly to the queries / requests made by the stock exchanges forverification of market rumours and if found necessary by the Compliance Officer, in consultationwith 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 / DesignatedEmployee 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 stockexchanges).

OR

ii) directly to / from ____________________________ (in case of off markettransaction in physical or demat form)

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

1) I will execute the order in respect of securities of the Company within one week after theapproval of pre-clearance is given. If the order is not executed within one week after theapproval 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 onemonth 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 securitiesis necessitated by the following personal emergency, the minimum holding period may kindly bewaived: (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 signingthis undertaking

2) In case I have access to or have received "Price Sensitive Information" after the signing of theundertaking but before the execution of the transaction I will inform the Compliance officer of thechange in my position and that I would completely refrain from dealing in the securities of theCompany 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 Communicationof Approval



Annexure ‘II’

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

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 inthe Company

Other Details suchas Folio / DP Id / Client Id

SelfDependents :

1.2.3.4.

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

SignatureName

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 membersfor the 6 months period ended 31st March/ 30th September _______________ (year)

Name Details such as Folio / DP ID / Client ID through which transacti

No. ofsharesHeld onthe 1st

day ofApr/ Oct _______

No of sharespurchasedduring the 6months period *

No. of Shares sold during the 6

months period*

No. ofShares heldin theCompany ason 30th

September / 31st March____

Date Nos. Date Nos.

Details of shares held by dependent family members

Name ofRelative andrelationship

Details such as Folio / DP

ID / Client ID through which transacti

No. ofsharesHeld on

the 1st

day ofApr/ Oct _______

No of sharespurchasedduring the 6

months period *

No. of Shares sold during the 6

months period*

No. ofShares heldin the

Company ason 30th

September / 31st 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 accordancewith 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 inthe Company as on31st March____

Other Details suchas Folio / DP Id / Client Id

SelfDependents :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 accordancewith the previous disclosures given to the Company.

Signature

Name

Designation

Department

Date

E-Mail ID forcommunication



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,PAN &addressofshareholder withtelephonenumber

Shareholdingpriortoacquisition

No.andpercentage ofshares/votingrightsacquired

Date ofreceiptofallotment /advice.Date ofacquisition(specify)

Date ofintimation toCompany

Mode ofacquisition (marketpurchase/public/rights /preferential offeretc.)

Shareholdingsubsequent toacquisition

Tradingmemberthroughwhom thetrade wasexecutedwith SEBIRegistrationNo.of the

TM

Exchange onwhichthetradewasexecuted

Buyquantity

Buyvalue

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,PAN &AddressofDirector/Officer

Date ofassumingoffice ofDirector /Officer

No. & % ofshares/votingrights heldat the timeofbecomingDirector /Officer

Date ofintimation tocompany

Mode ofacquisition (marketpurchase/ public/ rights /preferential offeretc.)

Tradingmemberthroughwhom thetrade wasexecutedwith SEBIRegistration No. of the

TM

Exchange onwhich thetrade wasexecuted

Buyquantity

Buyvalue

Signature

Name

Designation

Date




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 morethan 5% shares in a listed company

Name,PAN&addressofshar

eholders

Shareholdingpriortoacquisition/

sale

No. &% ofshares/votingrightsacqui

red/sold

Receipt ofallotmentadvice/acquisition of

shares/sale ofshares –specify


Modeofacquisition on(marketpurchase/public/right

s/preferentialofferetc.)

No. &% ofshares/votingrightspost-acquisition/sal

e

Tradingmemberthroughwhomthetradewas

executed withSEBIRegistrationno. ofthe TM


Buyquantity

Buyvalue

Sellquantity

Sellvalue

Signature

Name

Designation

Date




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 ListedCompany

Name,PAN&AddressofDirector/

Officer

No. &% ofshares/votingrightsheld bytheDirector/Office

r

Date ofreceiptofallotmentadvice/acquisition /sale of

shares/votingrights


Modeofacquisition(marketpurchase/public/rights/prefer

entialofferetc.)

No. &% ofshares/postacquisition/votingrightssale

Tradingmemberthroughwhomthe tradewasexecutedwithSEBI

Registration no. ofthe TM


Buyquantity

Buyvalue

Sellquantity

Sellvalue

Signature

Name

Designation

Date




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 :

iifl code of conduct

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