Schedule C - Minimum Standards for Code of Conduct for Intermediaries and Fiduciaries to Regulate, Monitor and Report Trading by Designated Persons - Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

1 [SCHEDULE C [See sub-regulation (1) and sub-regulation (2) of regulation 9] Minimum Standards for Code of Conduct for Intermediaries and Fiduciaries to Regulate, Monitor and Report Trading by Designated Persons 1. The compliance officer shall report to the board of directors or head(s) of the organisation (or committee constituted in this regard) and in particular, shall provide reports to the Chairman of the Audit Committee or other analogous body, if any, or to the Chairman of the board of directors or head(s) of the organisation at such frequency as may be stipulated by the board of directors or head(s) of the organization but not less than once in a year. 2. All information shall be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. The code of conduct shall contain norms for appropriate Chinese Wall procedures, and processes for permitting any designated person to cross the wall . 3. Designated persons and immediate relatives of designated persons in the organisation shall be governed by an internal code of conduct governing dealing in securities. 4. Designated persons may execute trades subject to compliance with these regulations. Trading by designated persons shall be subject to pre- clearance by the compliance officer(s), if the value of the proposed trades is above such thresholds as the board of directors or head(s) of the organisation may stipulate. 5. The compliance officer shall confidentially maintain a list of such securities as a restricted list which shall be used as the basis for approving or rejecting applications for pre-clearance of trades. 6. Prior to approving any trades, the compliance officer shall seek declarations to the effect that the applicant for pre-clearance is not in possession of any unpublished price sensitive information. He shall also have regard to whether any such declaration is reasonably capable of being rendered inaccurate. 7. The code of conduct shall specify any reasonable timeframe, which in any event shall not be more than seven trading days, within which trades that have been pre-cleared have to be executed by the designated person, failing which fresh pre-clearance would be needed for the trades to be executed. 8. The code of conduct shall specify the period, which in any event shall not be less than six months, within which a designated person who is a connected person of the listed company and is permitted to trade in the securities of such listed company, shall not execute a contra trade. 8 [ In case of dealing in the units of mutual funds, the code of conduct shall specify the period, which in any event shall not be less than two months, within which a Designated Person who is a connected person of the mutual fund/asset management company/trustees and is permitted to trade in the units of such mutual fund, shall not execute a contra trade. ] The compliance officer may be empowered to grant relaxation from strict application of such restriction for reasons to be recorded in writing provided that such relaxation does not violate these regulations. Should a contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the Board for credit to the Investor Protection and Education Fund administered by the Board under the Act. Provided that this shall not be applicable for trades pursuant to exercise of stock options. 9. The code of conduct shall stipulate such formats as the board of directors or head(s) of the organisation (or committee constituted in this regard) deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance, and for reporting level of holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations. 6 [ 10. Without prejudice to the power of the Board under the Act, the code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, recovery, etc., that may be imposed, by the intermediary or fiduciary required to formulate a code of conduct under sub-regulation (1) and sub-regulation (2) of regulation 9, for the contravention of the code of conduct. Any amount collected under this clause shall be remitted to the Board for credit to the Investor Protection and Education Fund administered by the Board under the Act. ] 11. The code of conduct shall specify that in case it is observed by the intermediary or fiduciary required to formulate a code of conduct under sub-regulation (1) or sub-regulation (2) of regulation 9, respectively, that there has been a violation of these regulations, such intermediary or fiduciary shall 7 [ promptly inform the stock exchange(s) where the concerned securities are traded, in such form and such manner as may be specified by the Board from time to time ] . 9 [ 11A. In case of dealing in the units of mutual funds, the code of conduct shall specify that in case it is observed by the intermediary or fiduciary required to formulate a code of conduct under sub-regulation (2) of regulation 5F, that there has been a violation of these regulations, such intermediary or fiduciary shall promptly inform the same to the stock exchange(s) in such form and such manner as may be specified by the Board from time to time. ] 12. All designated persons shall be required to disclose name and Permanent Account Number or any other identifier authorized by law of the following to the intermediary or fiduciary on an annual basis and as and when the information changes: a) immediate relatives b) persons with whom such designated person(s) shares a material financial relationship c) Phone, mobile, and cell numbers which are used by them In addition, names of 2 [ educational ] institutions from which designated persons have 3 [ graduated ] and names of their past employers shall also be disclosed on a one time basis. Explanation the term material financial relationship shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift 4 [ from a designated person ] during the immediately preceding twelve months, equivalent to at least 25% 5 [ of the annual income of such designated person, ] but shall exclude relationships in which the payment is based on arm s length transactions. 13. Intermediaries and fiduciaries shall have a process for how and when people are brought inside on sensitive transactions. Individuals should be made aware of the duties and responsibilities attached to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use of such information.] ************** NOTES:- 1. Inserted vide SEBI/LAD-NRO/GN/2018/59 Dated 31-12-2018 w.e.f. 01-04-2019 2. Substituted vide SEBI/LAD-NRO/GN/2019/23 before it was read as educations 3. Substituted vide SEBI/LAD-NRO/GN/2019/23 before it was read as studied 4. Inserted vide SEBI/LAD-NRO/GN/2019/23 5. Substituted vide SEBI/LAD-NRO/GN/2019/23 before it was read as of such payer s annual income 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/23 dated 17-07-2020 before it was read as, 10. Without prejudice to the power of the Board under the Act, the code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, recovery, clawback etc., that may be imposed, by the intermediary or fiduciary required to formulate a code of conduct under sub-regulation (1) and sub-regulation (2) of regulation 9, for the contravention of the code of conduct. 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/23 dated 17-07-2020 before it was read as inform the Board promptly 8. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/108 dated 24-11-2022 w.e.f. 01-11-2024 9. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/108 dated 24-11-2022 w.e.f. 01-11-2024