SCHEDULE - III - CODE OF CONDUCT - Securities and Exchange Board of India {KYC (Know Your Client) Registration Agency} Regulations, 2011

SCHEDULE - III CODE OF CONDUCT SECURITIES AND EXCHANGE BOARD OF INDIA {KYC (KNOW YOUR CLIENT) REGISTRATION AGENCY} REGULATIONS, 2011 [Regulation 10] 1. A KRA shall make all efforts to protect the interest of its clients. 2. A KRA shall maintain high standards of integrity, dignity and fairness in the conduct of its business. 3. A KRA shall fulfill its obligations in a prompt, ethical and professional manner. 4. A KRA shall at all times exercise due diligence, ensure proper care and exercise independent professional judgment. 5. A KRA shall ensure that any change in registration status/any penal action taken by Board or any material change in financial position which may adversely affect the interests of clients is promptly displayed on its website. 6. A KRA shall not divulge to anybody either orally or in writing, directly or indirectly, any confidential information about the clients which has come to its knowledge, without taking prior permission of its clients, except where such disclosures are required to be made incompliance with any law for the time being in force. 7. A KRA shall not indulge in any unfair competition. 8. A KRA shall display on its website adequate and appropriate information about its business,including contact details of persons and services available to clients. 9. A KRA shall ensure that grievances of clients are redressed in a timely and appropriate manner; 10. A KRA shall make reasonable efforts to avoid misrepresentation and ensure that the information provided to the clients and intermediaries is not misleading. 11. A KRA shall abide by the provisions of the Act and the rules, regulations issued by the Government and the Board, from time to time, as may be applicable. 12. A KRA shall not make untrue statement or suppress any material fact in any documents,reports, papers or information furnished to the Board. 13. A KRA shall ensure that the Board is promptly informed about any action, legal proceeding,etc., initiated against it in respect of any material breach or non-compliance by it, of any law,rules, regulations and directions of the Board or of any other regulatory body. 14. (a) A KRA or any of his employees shall not render, directly or indirectly, any investment advice about any security in the publicly accessible media. (b) A KRA shall not make a recommendation to any client who might be expected to rely there on to acquire, dispose of or retain any securities. 15. A KRA shall ensure that any person it employs or appoints to conduct business is fit and proper and otherwise qualified to act, in the capacity so employed or appointed including having relevant professional training or experience. 16. A KRA shall have internal control procedures and financial and operational capabilities which can be reasonably expected to protect its operations, its clients from financial loss arising from theft, fraud, and other dishonest acts, professional misconduct or omissions. 17. A KRA shall be responsible for the acts or omissions of its employees in respect to the conduct of its business. 18. A KRA shall provide adequate freedom and powers to its compliance officer for the effective discharge of its duties. 19. A KRA shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis. 20. A KRA shall ensure that good corporate policies and corporate governance are in place. 21. A KRA should have adequately trained staff and arrangements to render fair, prompt and competence services to its clients. 22. A KRA shall develop its own internal code of conduct for governing its internal operations and laying down its standards of appropriate conduct for its employees and officers in the carrying out of their duties. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance of conflict of interests, disclosure of shareholdings and interests, etc. 23. A KRA shall not be party to- (a) creation of false market; (b) price rigging or manipulation; (c) passing of unpublished price sensitive information in respect of securities which are listed and proposed to be listed in any stock exchange to any person or intermediary. 24. A KRA shall maintain proper inward and outward system for all types of mail received and dispatched in all forms. 25. A KRA shall follow maker-checker concept in its activities to ensure accuracy of data. 26. A KRA shall not indulge in manipulative, fraudulent practices in the process of identification, verification and updation of a Client s KYC information with a view to distort market equilibrium or making personal gains.