CODE OF CONDUCT / ETHICS Code of Conduct / Ethics for Members of the Board and Key Management Personnel This Code is intended to focus on areas of ethical values in corporate governance and provide guidance to directors and key management personnel (KMP) to help them recognize and deal with ethical issues, provide mechanism to report unethical or objectionable conduct, and help foster a culture of transparency, honesty and accountability which will lead to improvement in professional and ethical standards in the functioning of depository. The Code is based on the following fundamental principles: 

Fairness and transparency in dealing with matters relating to CDSL and the investors.



Compliance with all laws/rules/regulations laid down by regulatory agencies /CDSL



Exercising due diligence in the performance of duties.



Avoidance of conflict of interest between self interest

1.

Applicability

This Code of Conduct / Ethics applies to the following persons: 

All the members of the Board of Directors



Key Management Personnel i.e. all Head of Departments (HODs) and employees with designation Vice President and above or any other position as declared by the Board.

2.

Conflict of Interest

The Directors / KMP shall avoid any conflict of interest with the Company in any transactions during the course of business. Any situation that involves, or may

reasonably be expected to involve, a conflict of interest with the Company, shall be disclosed promptly to the Board. A “conflict of interest” can occur when: 

The Director’s / KMP’s personal interest is adverse to or may appear to be adverse to the interests of the Company as a whole.



The Directors / KMP or his relative as defined by the Companies Act, 1956, receives improper personal benefits as a result of his position in the Company.

3.

Relationship of Company with third-parties:

a. The Directors / KMP shall not receive any personal benefit from a third party, which is seeking to do business or to retain business with the Company. A director shall keep away from any Company /Board decision involving another firm or company with which the director is affiliated.

b. Gifts: The Directors / KMP shall not offer, give or receive gifts from persons or entities that deal with the company in those cases where any such gift is being made in order to influence the Directors’ / KMPs’ actions or where acceptance of the gifts could create the appearance of a conflict of interest.

c. Personal use of Company assets : The Directors / KMP shall not use Company assets, labour or information for personal use unless it is part of a compensation or expense reimbursement facility available to him/ her.

4.

Confidentiality

The Directors / KMPs shall maintain the confidentiality of information entrusted to them by the Company. The Directors / KMP shall not disclose such information to any third party, except when the Company authorizes disclosure or when such disclosure is needed under any legal requirements. The term “confidential information” includes, but is not limited to, non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed.

5.

Compliance with laws, rules and regulations; fair dealing

The Directors / KMPs shall comply and oversee compliance by employees with all applicable laws, rules and regulations, including SEBI (Prohibition of Insider Trading) Regulations, 1992. The Director’s / KMP’s responsibility includes helping to create and maintain a culture of high ethical standards and commitment to compliances. The Directors / KMP must deal fairly, and must oversee fair dealing by employees with the Company's customers, suppliers and competitors.

6.

Financial reporting & records

The Directors / KMP shall ensure that: a.

Accounts of the Company's business affairs are prepared and maintained fairly, accurately and in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company conducts its business affairs.

b.

Internal accounting and audit procedures fairly and accurately reflect all of the Company's business transactions and disposition of assets.

c.

All required information is accessible to Company Auditors and other authorized parties and government agencies.

d.

There are no willful omissions of any Company transactions from the books and records, no advance income recognition, and no hidden bank account and funds.

7.

Integrity of data furnished

Every Directors / KMP shall ensure, at all times, the integrity of data or information furnished by him to the company / Board. 8.

Encouraging the reporting of any illegal or unethical behavior

The Directors / KMP should:

a.

promote ethical behavior and take steps to ensure that the Company encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation.

b.

encourage employees to report violations of laws, rules, regulations or the Company's Code of Conduct to appropriate personnel;

9.

Meetings and minutes

Every director of the Company shall: a. not participate in discussions on any subject matter in which any conflict of interest exists or arises, whether pecuniary or otherwise, and in such cases the same shall be disclosed and recorded in the minutes of the meeting; b. not encourage the circulation of agenda papers during the meeting, unless circumstances so require; c. offer his comments on the draft minutes and ensure that the same are incorporated in the final minutes; d. insist on the minutes of the previous meeting being placed for approval in subsequent meeting; e. endeavour to have the date of next meeting fixed at each governing board meeting in consultation with other members of the governing board; f. endeavour that in case all the items of the agenda of a meeting were not covered for want of time, the next meeting is held within fifteen days for considering the remaining items.

9.

General

a.

Every director shall: i.

within twenty days of his appointment or relinquishment of his office as Director in any other body corporate disclose to the Company the particulars relating to his office in the other body corporate which are required to be specified under the Companies Act, 1956.

ii.

at all times make an endeavor to attend such meetings /occasions, including Board and Committee meetings, as are required for the benefit, growth and development of the Company.

iii.

dedicate sufficient time, energy and attention to the Company to ensure diligent performance and be aware of and seek to fulfill his or her duties and responsibilities as set forth in the Company’s Memorandum & Articles of Association and Corporate Governance Guidelines.

iv.

place priority for redressing investor grievances

v.

endeavour to analyze and administer the depository issues with professional

competence, fairness,

impartiality,

efficiency and

effectiveness; vi.

submit the necessary disclosures/statement of holdings/dealings in securities as required by the depository from time to time as per their bye-laws or Articles of Association;

vii.

maintain the highest standards of personal integrity, truthfulness, honesty and fortitude in discharge of their duties in order to inspire public confidence and shall not engage in acts discreditable to their responsibilities;

viii.

perform their duties in an independent and objective manner and avoid activities that may impair, or may appear to impair, their independence or objectivity or official duties;

ix.

perform their duties with a positive attitude and constructively support open communication, creativity, dedication, and compassion;

x.

not engage in any act involving moral turpitude, dishonesty, fraud, deceit, or misrepresentation or any other act prejudicial to the administration of the company.

xi.

disclose all transactions in securities by self and their family

xii.

also disclose the trading conducted by firms/corporate entities in which they hold twenty per cent or more beneficial interest or hold a controlling interest.

b. Every Public Interest Director shall endeavor to attend all the Board meetings and shall be liable to vacate the office on remaining absent for three consecutive board meetings or seventy five percent of Board meetings in a

calendar year. Public Interest Directors shall meet separately at least once in six months to exchange views on critical issues.

10.

Compliance standards

The Directors / KMP shall communicate any suspected violations of this Code promptly to the Ethics Committee. Violations will be investigated by the Committee, and appropriate action will be recommended to the Board in the event of any violations of the Code. 11.

Interpretation of Code

Any question or interpretation relating to this Code of Conduct / Ethics will be handled by the Ethics Committee authorized by the Board of the Company.

12. Compliance with the Code of Conduct The Directors / KMP of the Company to whom the Code is applicable shall confirm the compliance with the Code of Conduct / Ethics annually in the format attached to the Code.