UNDERTAKING                
                           
         (This Undertaking is a part of Karvy’s Internal Code of Conduct applicable to all Karvy group 
        employees with respect to Information & Data Security, Non-Disclosure Agreement, Code 
        of Conduct and Demat Trading Account Declaration). 
         
        ‘Competent Authority’ in this document refers to either (1) CMD (2) Departmental 
        Head/Regional Head (3) HRD Head and (4) Compliance Head. 
         
        The Vice President – HR 
        Karvy Group 
        Hyderabad 
         
        Dear Sir/Madam 
          
         I, _________________, S/o _________________, aged about ____, Occupation: Private 
         Employee, R/o ________________________________, do hereby solemnly affirm and 
         sincerely state on oath as follows:  
          
         1. That I have been recruited in M/s Karvy Stock Broking Limited (Hereinafter referred to 
         as the “Company”/”Karvy”) as ______________ in ___________ branch at __________ 
         (Location) with effect from __________.   
          
         2. That during my employment with the Company, I agree and undertake that I shall be 
         governed by the Service rules, regulations, employee benefits, policies & procedures of 
         the company detailed in the Company’s HR portal. This HR Manual is available to me 
         from the HR Department and is also available on-line in the HR Intranet. I undertake to 
         familiarize myself with the HR manual and all amendments incorporated in the same 
         from  time  to  time  by  logging  on  to  the  company’s  Intranet  through  my  unique 
         identification code provided to me on my joining the company. The terms and conditions 
         laid down in the HR manual and as amended/ updated from time to time and published 
         on the HR Intranet, shall be binding upon me. 
         
         3. That I shall apply myself diligently and faithfully to all duties & responsibilities that may 
         be assigned to me from time to time and will conform to such directions that shall be 
         given  to  me  by  my  superiors.  I  shall  be  responsible  for  efficient,  satisfactory  and 
         economic operation in the areas of responsibility that may be assigned to me from time 
         to time.  It is the intention of the Company that every employee of the Company takes 
         upon himself / herself a certain degree of responsibility and is accountable for the work 
         undertaken by him / her. 
          
         4. In addition to my adherence to the Code of Conduct detailed in the HR intranet of the 
         Company, I shall also abide and understand that I am hired in a position of trust and 
         confidence and realize my accountability towards protection of Company’s interest and 
         matters relating to its business and shall:  
         
         (i).  Maintain  complete  confidentiality  and  high  level  of  integrity  in  all  my  actions 
         performed on behalf of the company. 
        Karvy Undertaking Form for New Joinees                                                                                  Page 1 of 4 
         
                                                      
         (ii). Practice high level of professionalism in business etiquettes, selection of attire, choice 
         of language in conversation & documents and in over all conduct. 
         
         (iii).  I  will  help in maintaining & enhancing the congenial, disciplined, participative and 
         supportive work environment created by the company that fosters team spirit and high 
         performance standards. 
          
         5. I declare that the assurances, undertaking, etc., in regard to my education/qualification 
         certificates, work experience certificates, previous employer’s certificates and all other 
         certificates, information, declarations and undertakings are true and correct. I undertake 
         that there are no claims, damages or legal actions of any nature instituted against me by 
         any institutions, authorities including previous employer/s. I further undertake that no 
         legal cases of any nature had been instituted against me in past or currently in progress 
         even in my personal capacity. If any of the information or undertaking in relation to 
         above is found untrue, the Company reserves the right to take appropriate disciplinary 
         action  including  termination  of  services.  I  further  authorize  the  Company  to  do  the 
         background verification check either on its own or through any external agency in regard 
         to the information provided by me or on my credentials and I will abide by the decision of 
         the Company taken on the basis of the said check and will indemnify the Company from 
         any claims arising there from.   
          
         6. I declare that I shall not do any act that may cause loss/disrepute to any of my previous 
         employer/s by mis-using their data/information to my personal or official gains and I shall 
         hold  harmless  and  indemnify  the  Company  from  all  actions  and  proceedings  if  any, 
         initiated  by  my  previous  employer/s  or  their  clients  or  any  third  party  before  any 
         Forum/Court/Authority in this regard.   
          
         7. I agree and undertake that during the term of my appointment with the Company, I 
         will  not,  directly  or  indirectly  solicit,  induce,  recruit,  or  encourage  any  Company 
         employee/s, who were during the term of my appointment, employees of the Company, 
         to leave their employment, or take away such employees, either for myself or for any 
         other person or entity without the Company’s express written consent. I further agree 
         and undertake that I will not engage in soliciting business or allied business that is similar 
         or competitive with the business of the Company, with those clients with whom I had any 
         contact, during my employment and for a period of one (1) year after my employment 
         ceases with the Company.   
          
         8. I agree and undertake to indulge only in such business and activities as permitted by 
         the  statutory  authorities  like  SEBI,  Stock  Exchanges,  Depositories,  FMC,  Commodity 
         Exchanges, IRDA, RBI, Income Tax, etc. 
          
         9. I agree and undertake that I will not indulge in any unethical acts or practice which is 
         against the interests of the Company and/or Clients/Colleagues and/or which are illegal 
         and not in conformity with the policies and practices of the Company and Statutory rules, 
         regulations and Acts.  
          
          
        Karvy Undertaking Form for New Joinees                                                                                  Page 2 of 4 
         
                                                      
         10.  I  agree  and  undertake  that  I  will  maintain  and  protect  the  confidentiality  of  the 
         information received by me while discharging my official responsibilities. I agree and 
         undertake that I will not misuse or share the information with anybody not eligible or 
         connected to have this information either for my personal benefit or otherwise and even 
         undertake to keep the information confidential even after leaving the Company. In this 
         regard I will fully comply with the guidelines enunciated in my terms of appointment. 
          
         11. I agree and undertake that during my employment in the Company, I will not indulge 
         in any sort of un-authorized financial transactions in my official capacity with in, as well 
         outside the Company.  
          
         12. I agree and undertake to report/bring to notice, immediately to the reporting head or 
         Company’s competent authority, any fraud/deviations/manipulations etc., noticed by me 
         in  any  offices  of  the  Company  and  further  state  that  such  information  shall  not  be 
         withheld by me knowingly or consciously.       
          
         13. I state that I have received and read the Data and Information Systems Protection 
         Policy and Procedures prescribed for use of information and system resources at KARVY 
         Stock Broking Limited and undertake to adhere to the same and even undertake to keep 
         the information confidential even after leaving the Company. The aforementioned policy 
         contains  the  Password  Security,  Logical  Access  Security,  Network  Security,  Software 
         Security,  Physical  Security,  E-mail  Security,  Internet  Security,  Remote  Access  Security, 
         Privacy Issues, Intranet Security, Virus Protection & Prevention and Desktop Security and 
         End User Computing. In case of any breach of the practices and policies, I shall be liable 
         to such action as deemed fit by the management of the company. 
          
         14. I agree and undertake that the Company reserves the right to decide whether any 
         violations have been committed by me in terms of this Undertaking and in regard to the 
         terms of my appointment. Further I agree and undertake that, in case the Company 
         concludes that I have violated or breached any of the terms of this undertaking or of my 
         appointment, the Company can initiate appropriate legal as well as disciplinary action 
         which  shall  not  be  limited  to  Suspension,  Termination,  Recovery  of  financial  loss, 
         Adjustment/Withholding of my payable dues.   
          
         15. I agree and undertake that I shall indemnify the Company against any loss, damage, 
         proceeding  which  the  Company  might  suffer  due  to  any  wrongful,  malafide  acts, 
         negligence, gross dereliction of duties on your part. Such indemnity shall not prejudice 
         the right of the Company to terminate my services on such count or the right of the 
         Company to seek other remedies which the Company may have to make good the loss, 
         damage, etc.  
          
          
          
          
          
          
          
        Karvy Undertaking Form for New Joinees                                                                                  Page 3 of 4 
         
                                                                                                                      
                    
                   16.  I hereby declare that the following DEMAT/ TRADING ACCOUNT is held by me/ my 
                   family member(s). 
                    
                                                                                                                  Not 
                                                                                                               applicable 
                    Sr.                               Trading     Demat     Service    Operating  Location/     (Please 
                    No.     Name      Relationship    A/c No.    A/c No.    Provider     since      Address    write NA) 
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                     
                                                                                                                      
                    
                   I confirm that the above information provided is true to the best of my knowledge and 
                   assure  that  all  future  investments/sale/purchase  will  be  made  duly  obtaining  the 
                   approval from the relevant authorities as indicated in the “Internal Code of Conduct”. 
                    
                   Note: Family member(s) means husband, wife, children, father, mother, sister, brother, 
                   father-in-law, mother-in-law, brother-in-law and sister-in-law. 
                     
                    I have read the contents fully and understood the same and herewith undertake to abide 
                    in all its entirety.  
                     
                     
                 
                                                                                                                                                            DEPONENT 
                Date :                                                                                                                            
                 
                Place :                                                                                                                                 ___________ 
                                                                                                                                                 (Signature) 
                Karvy Undertaking Form for New Joinees                                                                                  Page 4 of 4