Exhibit 19.1
Infosys Limited
Code of Conduct for Prohibition of Insider Trading
Infosys Limited (“Company”) is a public company whose equity shares are listed on National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) and subject to the rules and regulations issued by the Securities and Exchange Board of India (“SEBI”). Additionally, the Company’s American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange (“NYSE”) and the Company is a “Reporting Company” subject to the rules and regulations of the Securities Act, 1933 and the Securities Exchange Act of 1934, and the Securities and Exchange Commission, (“SEC”) United States of America (“USA/ US”). For avoidance of doubt, ADSs representing Company’s equity shares are also considered as Securities / shares of the Company.
The Board (as defined below) of the Company has adopted this code of conduct to regulate, monitor and report trading by all Insiders (as defined below) including the Designated Persons and Immediate Relatives of Designated Persons as defined in this Code (“Code”) to comply with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time) (“SEBI Regulations”) and the applicable US securities laws.
This Code shall be applicable to all Insiders of the Company including Designated Persons and Immediate Relatives of Designated Persons as defined in this Code.
The SEBI Regulations prohibit an Insider from Trading (as defined below) in the Securities of a company listed on any stock exchange when in possession of any UPSI (as defined below).
The rules shall be called ‘Rules for Trading in the Securities of Infosys Limited by an Insider’ (“Rules”). These Rules shall come into force with immediate effect.
Without prejudice to the generality of the foregoing, the persons enumerated below shall be deemed to be Connected Persons unless the contrary is established -
ten percent of holding or interest.
Explanation: It covers the instances where the UPSI has been shared by a person to any person, association, body, firm, agency, society, entity or to a group thereof except in compliance with applicable law.
“Promoter” shall have the meaning assigned to it under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof.
“Promoter Group” shall have the meaning assigned to it under the SEBI (Issue of Capitaland Disclosure Requirements) Regulations, 2018 or any modification thereof.
Company or its Securities, directly or indirectly, that is not generally available information which
upon becoming generally available, is likely to materially affect the price of the Securities and shall, ordinarily including but not restricted to, information relating to the following:
Information is ‘non-public’ or ‘unpublished’ until it has been widely disseminated to the public (through, for example, a filing with the NSE, BSE, NYSE or SEC a press conference or a release) or is accessible to the public on a non-discriminatory basis and the public has had a chance to absorb and evaluate it.
Words and expressions used and not defined in these Rules but defined in the Act , the Securities Contracts (Regulation) Act, 1956,the Depositories Act, 1996 or the Companies Act, 2013 and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislations.
An Insider shall not –
Provided that nothing contained above shall be applicable when an UPSI is communicated, provided, allowed access to or procured:
When a person has Traded in securities while in possession of UPSI, his Trades would be presumed to have been motivated by the knowledge and awareness of such information in his possession.
The exceptions in paragraph 4(5) above reflect the statutory exceptions in Regulation 4(1) of the SEBI Regulations, and nothing above shall preclude the prior approval or other requirements in relation to Trading in Company’s Securities under the Code, as set out herein.
The Trading Plan once approved shall be irrevocable and the Designated Person shall mandatorily have to implement the plan, without being entitled to either deviate from it or to execute any trade in the Securities outside the scope of the Trading Plan. However, the implementation of the Trading Plan shall not be commenced, if at the time of formulation of the plan, the Designated Person is in possession of UPSI and the said information has not become generally available information at the time of the commencement of implementation. The commencement of the Trading Plan shall be deferred until such UPSI becomes generally available information.
(i) Immediate Relative; (ii) persons with whom such Designated Person(s) shares a material financial relationship; (iii) phone and mobile numbers which are used by them.
The Compliance Officer may, require any other Connected Person to disclose the holdings and Trading in securities of the Company as per Form D set out in Annexure 6 at such frequency as he may determine.
(b) records of disclosures and pre-clearance applications and undertakings for a period of eight years; and (c) any other information that is required pursuant to SEBI Regulations.
How to Report:
Report your concerns to your manager, Human Resources manager, or the Helpline. The helpline numbers are:
- U.S. Toll Free #: 1-800-236-6618
- U.K. Toll Free #: 0-808-189-1043
- India Toll Free #: 000-800-100-4380
- You can also report at oic@infosys.com
You can also write to whistleblower@infosys.com or to the Chief Compliance Officer at complianceoffice@infosys.com If you have concerns about reaching out to the Chief Compliance Officer, your report may be made to the Audit Committee of the Company’s Board at: Audit.Committee@infosys.com
The Company shall have a process for how and when persons are brought ‘inside’ on sensitive transactions, and such process may be determined by the Company from time to time. 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.
In the event of any conflict between the provisions of this Code and of the SEBI Regulations or any other legal requirement (“Applicable Law”), the provisions of Applicable Law shall prevail over this Code. Any subsequent amendment / modification to the Applicable Law shall automatically apply to this Code.
The Board may review and amend this Code from time to time, as may be deemed necessary.
Annexure 1
APPLICATION FOR PRE-TRADING APPROVAL
To,
The Compliance Officer, Infosys Limited.
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Company’s Internal Code of Conduct for Prohibition of Insider Trading, I seek approval to purchase / sell / subscribe equity shares/ American depositary shares of the Company as per details given below:
1. | Name of the applicant |
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2. | Designation |
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2A | Relationship with the Applicant (Self/Immediate Relative) |
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3. | Number of securities held as on date |
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4. | Folio No. / DP ID / Client ID No. |
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The proposal is for | (a) Purchase of securities (b) Subscription to securities (c) Sale of securities (d) Pledge |
6. | Proposed date of trading in securities |
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7. | Estimated number of securities proposed to be purchased/subscribed/sold/pledge |
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8. | Current market price (as on date of application) |
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9. | Whether the proposed transaction will be through stock exchange or off-market trade |
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10 | Folio No. / DP ID / Client ID No. where the securities will be credited / debited |
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I enclose herewith the undertaking signed by me.
Signature
Name
Date
UNDERTAKING TO BE ACCOMPANIED WITH THE APPLICATION FOR PRE-CLEARANCE
To,
The Compliance Officer, Infosys Limited (“Company”)
I,( ) being a designated person of the company as per the Rules for Trading in the securities of the Company residing at ( ), am desirous of trading in ( ) shares of the Company as mentioned in my application dated ( ) pre-clearance transaction.
I further declare that I am not in possession of any unpublished price sensitive information (“UPSI”) up to the time of signing this undertaking. In the event that I have access to or receive any UPSI after signing of this undertaking but before executing the transaction for which approval is sought, I shall inform the Compliance Officer of the same and shall completely refrain from trading in the securities of the Company until such information becomes public.
I declare that I have not contravened the provisions of the Rules as notified by the Company from time to time.
In the event of this transaction being in violation of the Rules or the applicable laws, (a) I will, unconditionally, release, hold harmless and indemnify to the fullest extent, the Company and its directors and officers, (the ‘indemnified persons’) for all losses, damages, fines, expenses, suffered by the indemnified persons, (b) I will compensate the indemnified persons for all expenses incurred in any investigation, defense, crisis management or public relations activity in relation to this transaction and (c) I authorize the Company to recover from me, the profits arising from this transaction and remit the same to the Securities and Exchange Board of India (“SEBI”) for credit of the Investor Protection and Education Fund administered by the SEBI.
I undertake to submit the necessary report within two days of execution of the transaction
/ a ‘Nil’ report if the transaction is not undertaken.
If approval is granted, I shall execute the trade within seven days of the receipt of approval failing which I shall seek pre-clearance afresh. I declare that I have made full and true disclosure in the matter.
Signature:
Name:
Date:
DISCLOSURE OF TRANSACTIONS
(To be submitted within 2 days of transaction / trading in securities of the Company)
To,
The Compliance Officer, Infosys Limited (“Company”)
I hereby inform that I
Name of holder | No. of securities traded | Bought / sold / subscribed | DP ID / Client ID /Folio No. | Price (Rs.) |
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I declare that the above information is correct and that no provisions of the Company’s Rules and/or applicable laws/regulations have been contravened for effecting the above said Transactions(s).
Signature:
Name:
Date:
FORM B
SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (1) (b) read with Regulation 6(2) – Disclosure on becoming a director/KMP/Promoter/Member of the promoter group]
Name of the company:
ISIN of the company:
Details of Securities held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter or member of the promoter group of a listed company and immediate relatives of such persons and by other such persons as mentioned in Regulation 6(2).
Name, PAN,CIN/DIN Address contact nos. | Category of Person (Promoter or member of promoter group/KMP/Directors/immediate relative to/others etc.) | Date of appointment Director/ KMP Date of becoming Promoter/ member of the promoter group | Securities held at the time of becoming Promoter or member of the promoter group/appointment of Director/KMP | % of Shareholding | |
Type of security(For eg: Shares,Warrants, Convertible-debentures etc ) | No. | ||||
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Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
Details of Open Interest (OI) in derivatives of the company held on appointment of Key Managerial Personnel (KMP) or Director or upon becoming a Promoter or member of the promoter group of a listed company and immediate relatives of such persons and by other such persons as mentioned in Regulation 6(2).
Open Interest of the Future contracts held at the time of becoming Promoter/member of the promoter group/appointment of Director/KMP | Open Interest of the Option Contracts held at the time of becoming Promoter/member of the promoter group/appointment of Director/KMP | ||||
Contract specifications | Number of units (contracts*lot size) | Notional value In Rupee terms | Contract specifications | Number of units (contracts * lot size) | Notional value In Rupee terms |
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Note: In case of Options, notional value shall be calculated based on premium plus strike price of options
Name & Signature:
Designation:
Date:
Place:
Annexure 5
Form C
SEBI (Prohibition of Insider Trading) Regulations, 2015 [Regulation 7 (2) read with Regulation 6(2) – Continual disclosure]
Name of the company:
ISIN of the company:
Details of change in holding of Securities of Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).
Name,PAN,CIN/DIN & address with contact nos. | Category of Person (Promoters/ KMP Directors/immediate relative to/others etc.) | Securities held prior to acquisition/disposal | Securities acquired/Disposed | Securities held post acquisition/disposal | Date of allotment advice/ acquisition of shares/sale of shares specify | Date of intimation to company | Mode of acquisition / disposal (on market/public/ rights/ preferential offer/off market/ Interse transfer, ESOPs etc.) | ||||||
Type of security (For eg:Shares, Warrants, Convertible Debentures etc.) | No. and % of shareholding
| Type of security (For eg.Shares, Warrants,Convertible Debentures etc.) | No. | Value | Transaction Type (Buy/ Sale/ Pledge / Revoke/ Invoke) | Type of security (For eg. Shares, Warrants,Convertible Debentures etc.) | No. and % of shareholding | From | To | ||||
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Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
Details of trading in derivatives of the company by Promoter, Employee or Director of a listed company and other such persons as mentioned in Regulation 6(2).
Trading in derivatives (Specify type of contract, Futures or Options etc) | Exchange on which the trade was executed | |||||
Type of contract | Contract specifications | Buy | Sell |
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Notional Value | Number of units(contracts* lot size) | Notional Value | Number of units (contracts* lot size) | |||
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Note: In case of Options, notional value shall be calculated based on Premium plus strike price of options.
Name & Signature:
Designation:
Date:
Place:
Annexure 6
FORM D (Indicative format)
SEBI (Prohibition of Insider Trading) Regulations, 2015 Regulation 7(3) – Transactions by other connected persons as identified by the Company
Details of trading in securities by other connected persons as identified by the company
Name,PAN, CIN/DIN & address with contact nos.of other connected persons as identified by the company | Connection with company | Securities held prior to acquisition/ disposal | Securities acquired/Disposed | Securities held post- acquisition/disposal | Date of allotment advice/ acquisition of shares/ sale of shares specify | Date of intimation to company | Mode of acquisition/ disposal (on market/public/ rights/ Preferential offer /off market/ Inter se transfer, ESOPs etc.) | ||||||
Type of security (For eg.– Shares, Warrants, Convertible Debentures etc.) | No and % of shareholding | Type of security (For eg:Shares, Warrants, Convertible Debentures etc.) | No. | Value | Transaction Type (Buy/Sale/Pledge/Revoke/Invoke) | Type of security (For eg:Shares, Warrants,Convertible Debentures etc.) | No.and % of shareholding | From | To | ||||
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Note: “Securities” shall have the meaning as defined under regulation 2(1)(i) of SEBI (Prohibition of Insider Trading) Regulations, 2015.
Details of trading in derivatives by other connected persons as identified by the company
Trading in derivatives (Specify type of contract, Futures or Options etc) | Exchange on which the trade was executed | |||||
Type of Contract | Contract specifications | Buy | Sell |
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Notional Value | Number of units* (contracts lot size) | Notional Value | Number of units*(contracts lot size) | |||
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Note: In case of Options, notional value shall be calculated based on premium plus strike price of options.
Name & Signature:
Designation:
Date:
Place:
Annexure – 7
POLICY AND PROCEDURE FOR INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE INFORMATION OR SUSPECTED LEAK OF UNPUBLISHED PRICE SENSITIVEINFORMATION
Preamble
This Policy is framed with an aim to implement a structured procedure for investigation in case of leak or suspected leak of UPSI.
Applicability
This policy shall apply to all Insiders and any other persons as assigned by law from time to time.
Process of inquiry in case of leak of UPSI or suspected leak of UPSI
The Audit Committee shall review the Complaint and shall discuss with the Chief Compliance Officer and Company Secretary on potential next steps including but not limited to seek additional information to consider an investigation, disclosure requirements to the regulatory authorities, appointment of an investigation panel consisting of internal employees or external agencies. If the Complaint implicates the Chief Compliance Officer and/or Company Secretary, then they shall recuse themselves from the said inquiry process;
Annexure – 8
ILLUSTRATIVE LIST OF LEGITIMATE PURPOSE
In following cases, the sharing of UPSI would be considered as having been shared for a Legitimate Purpose:
Example: National Company Law Tribunal, National Company Law Appellate Tribunal, Quasi-judicial authority, Other Appellate Tribunals, Arbitration Proceedings, etc.
Example: Any call for information or query received from Ministry of Corporate Affairs, Income Tax Authority, SEBI, Stock exchanges, Reserve Bank of India, Sectoral Regulatory Body, etc.
Example: Company Law, Securities Law, Income Tax Law, Banking Law, etc.
The transaction referred to above may include acquisitions, merger, amalgamations or any other corporate restructuring, seeking advice in relation to legal aspects involved in such transactions including carrying due diligence of Target/ Merging Companies or seeking advice on commercial aspects including structuring or valuation of such transactions;
The information that constitutes UPSI needs to be made Generally available information at least two trading days prior to the proposed transaction being effected in such form as it is adequate and fair to cover all relevant and material facts.