gogreencapital.in

TAPFIN CAPITAL PRIVATE LIMITED (TCPL)
Policy on Code of Conduct

LAST UPDATED ON: 25-02-2025

Policy on Code of Conduct

Introduction

Tapfin Capital Private Limited, referred to as “Company” or “We” or “Us” or “Our”, is engaged in the business of loan provider services as defined under the RBI Guidelines. The Code of Conduct lays down the framework of qualities that the organization wishes to cultivate in its employees/representatives.

In pursuit of its mission, the Company follows a core set of values and belief including but not limited to the following:

  1. Adherence to ethical norms and professional standards in all dealings with investors, employees, customers, suppliers, financial institutions and government.
  2. Treating people with respect and fairness; providing opportunities to learn, contributing and advancing; recognizing and rewarding initiative, innovativeness and creativity.
  3. Maintaining an organizational climate conducive to trust, open communication and team
  4. Managing the business environment effectively for harnessing opportunities to grow in a manner that is consistent with its values and beliefs.

Company’s management practices and business conduct shall follow the highest standards and shall be in accordance with the laws of the land.

Towards this end, this Code of Conduct (“Code”) proposes to set out the standards of conduct expected from representatives and employees of the Company (such representatives and employees are hereinafter referred to as “Employees”).

Interpretation
  1. Unless the context of this Code otherwise requires: (i) words of any gender are deemed to include the other gender, and (ii) words using the singular or plural number also include the plural or singular number,
  2. The employee understands and agrees that this Code should be read in conjunction with the relevant and applicable policies of the company. In the event of any disparity or conflict between the provision of such policies and/or Code, the provision which is more protective of the company’s right and interests over the subject matter contained shall prevail.
Definitions

For the purpose of this code,

  1. Third-party refers to any individual or organization(s), the company enters into a contractual agreement with. It refers to suppliers, distributors, agents, advisers, investors and government and public bodies of the
  2. Employee refers to all employees (whether temporary, fixed-term, or permanent), consultants, contractors, trainees, seconded staff, home workers, casual workers, agency staff, volunteers, interns, agents, sponsors, or any other person or persons associated with the company (including third parties) located where the company has operations or has dealings with (within or outside of India)
  1. Individual includes trustee, director, partner, manager agent, of the company; director, partner manager agent, etc. of any Group entity; employee, consultant or intern of the company or a Group entity and any other natural person whose services are placed at the disposal and under the control of the company.
  2. Customer includes existing customers to whom the company is currently providing any service; potential clients to whom the company intends to provide any service; past clients of the company, if the company has any continuing obligations to that such client and any SPVs, where we are arrangers or providers of These SPVs are independent of originators (as customers) for the purpose of determining conflict of interest.
Regulatory Compliance
  1. Employees of the Company, in their business conduct, shall comply with all applicable laws, regulations, internal policies and this Code, in letter and If the ethical and professional standards of applicable laws and regulations are below that of internal policies and this Code, then the standards of the internal policies and this Code shall prevail. In case of any doubt related to compliance with the law or standards (including those contained in internal policies or this Code), Employees are required to approach the

Company’s Compliance Officer (CO)/Chief Executive Officer (CEO) for clarification.

  1. This Code applies to all employees, no matter where they are located (within or outside of India).
  2. The Code also applies to Officers, Trustees, Board, and/or Committee members at any level
  3. Directors of the Company (“Directors”) shall comply with applicable laws and regulations applicable to their
Equal Opportunities Employer
  1. The Company is an equal opportunity employer. The Company encourage applications from candidates of all backgrounds and experience, during its hiring process. Hiring for all roles is only based on merit and the most suitable fitment of the candidate with the role.
  2. Employees shall discharge their responsibilities without regard to the race, caste, religion color, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability of the people they work with or meet in the course of their employment.
  3. Employees shall promote diversity and equality in the workplace, as well as compliance with all local labor
  4. Employees of the Company shall treat everyone, including their colleagues, with dignity and in accordance with the policy of maintaining a work environment free of all forms of harassment, whether physical, verbal or Employee policies and practices shall be administered in a manner consistent with applicable laws, the provisions of this Code, respect for the right to privacy and the right to be heard. Professional merit, including compliance with this Code and all other policies, shall guide all decision- making, including in all performance management.
Safety and Work Environment
  1. The Company shall provide a healthy and safe work environment for its The Company shall not discriminate against any employee on grounds of diseases or infections as long as it does not pose a threat to co-workers, with regard to promotions, training, and other privileges, and no employee shall discriminate against a colleague on such basis.
  2. Any act by a third party (i.e. other than an employee), which would have been a violation of this Code had it been committed by an employee, must immediately be brought to the notice of the Compliance Officer (CO).
  3. Failure to comply with the POSH (Prevention of Sexual Harassment) Policy of the Company shall be deemed to be a violation of this Code.
  1. Employees shall prevent the wasteful use of resources and shall strive for economic, social and environmental sustainability at all times.
Public Representation of the Company
  1. Employees shall honor the information sharing policy and requirements of the Company and its stakeholders, according to the provisions of the agreements executed with such In all its public appearances, with respect to disclosing company and business information to public constituencies and stakeholders such as the media, the financial community, employees, shareholders, agents, investors, clients, exchanges, regulators, brokers, rating agencies and arrangers, Company shall be represented only by the Chief Executive Officer (CEO) or such other person(s) as may be designated by the CEO. No other employee is entitled to publicly represent the Company.
  2. Non-public interaction with third parties by employees in the course of their work must also strictly comply with the Code and other policies of the Company on the subject.
  3. Employees in their personal interactions will not speak about the Company in a manner that conflicts with information sharing policy and the requirements of the Company and this Code.
  4. Any breach of the same, in an official or personal capacity by employees in any public or non-public interaction will lead to disciplinary action against the employee by the Company.
Ethical Conduct
  1. Every Employee of the Company, including full-time directors and the CEO shall deal on behalf of the Company with professionalism, honesty and integrity while conforming to high ethical standards. Such conduct shall be fair and In case of any doubt about the ethical implications of a given situation, employees are required to approach the Compliance Officer/Chief Executive Officer for clarification.
  2. Every employee of the Company shall preserve the human rights of every individual and stakeholder (including persons covered by the mission) and shall strive to honor all professional commitments.
Financial Reporting and Records
  1. Employees entrusted with preparation and maintenance of accounts shall do so fairly and accurately and in accordance with the accounting and financial reporting standards which represent the generally accepted guidelines, principles, standards (including Indian Accounting Standards), laws (including laws relating to money laundering) and regulations that apply.
  2. Internal accounting and audit procedures shall reflect, fairly and accurately, all the Company’s business transactions and disposition of assets and shall have internal controls to provide assurance to the All required information shall be made available to company auditors, other parties authorized by the CEO or by the person (s) so designated by the CEO and government agencies acting under the authority of land.
  3. Employees shall not be involved in the origination of unauthenticated market related news or a rumor, and employees shall not circulate any news or rumor to anyone in their public or non-public interactions, in an official or personal capacity.
  4. Any wilful, material misrepresentation of and/or misinformation on the financial accounts and reports, by any employee, shall be regarded as a violation of the Code, apart from inviting appropriate civil or criminal action under the relevant laws, No Employee shall make, authorize, abet or collude in an improper payment, unlawful commission or bribing.
Gift, Donations and Entertainment
  1. The Company and its employees shall be always guided by the Anti-Bribery and Corruption (ABC) policy and procedures of the Company.
  2. The Company and its employees will neither receive nor offer or make, directly or indirectly, any illegal payments, remuneration, gifts, donations or comparable benefits that are intended, or perceived, to obtain uncompetitive favors for the conduct of its business, or for personal gain while employed with and/or representing the Company, or after separation from the Company to gain favors in the name of the
  3. However, employees may, with full disclosure, accept and offer nominal gifts, provided, such gifts are customarily given or are of a commemorative nature and the value of such gift is in accordance with the ABC Policy of the Company.
Third Party Representation
  1. Employees shall not authorize third parties to represent the Company without the written permission of the CEO or CEO’s designated delegate (s) for the purpose, or in contravention of the terms of the policies and procedures approved by the CEO of the company.
  2. An employee shall not disclose information belonging to the Company, its stakeholders including but not limited to existing or potential investor(s), existing or potential customer (s), service partner(s), suppliers, distributors, agents etc. to any third parties except in the circumstances and in the manner approved by relevant policies or by the CEO of the Company.
Use of the Company’s Brand
  1. The use of the Company’s name, logo and trademark (if any) or the name or trademark of any of any other entity or organization, shall be governed by the instructions and policies, if any, of the copyright holder. Employees using any such name, logo or trademark must familiarize themselves with the relevant instructions and policies.
Political non-alignment
  1. In the course of their official duties, employees shall be committed to and support the constitution and governance systems of all jurisdictions in which the Company operates and conducts its business.
  2. The Company shall not support any specific political party or candidate for political However, nothing contained herein shall restrict the right of the employees to do so in their personal capacity. Employees must be aware that involvement with political parties, activities and candidates may, in some cases, result in a conflict of interest between the political position of the employee and the Company’ mission. Where there is a potential for conflict of interest, the employee must disclose this to the company immediately and await further clarification from the Compliance Officer/Chief Executive Officer on the next course of action.
Group Policies

The Company may recommend to its Board of Directors the adoption of policies and guidelines periodically or appropriate modifications thereof. Further, the CEO of Holding Company or the person(s) designated by the CEO of Holding Company or the CO may, from time to time, issue specific policies for specific conduct and such policies must be placed before the board within 3 months of issuance and such policies and guidelines shall be binding on all employees.

Concurrent Employment
  1. The terms of any concurrent employment or position of responsibility will be governed by the terms of the Employment Agreement signed by the employees of the company.
Conflict of Interest and Information Arbitrage
  1. An Employee of the Company shall always act in the interest of the Company, and ensure that any business, professional association, personal association or activity of such employee does not involve a conflict of interest with the operations and the mission of the Company and their role therein.
  2. The above shall not apply to (whether for remuneration or otherwise), for any exclusions permitted in the Employment Agreement executed between the Company and the employee.
  3. The competent authority to decide any deviations, in the case of all other employees, shall be the Compliance Officer and/or the CEO or the person(s) designated by the CEO of the Company, who in turn shall report such exceptional cases, if any, to the Board of Directors on a quarterly basis.
  4. A conflict of interest, actual or potential, may arise where, directly or indirectly when:
    1. An employee of the Company personally engages in business, relationship or activity with anyone who is party to a transaction with any group entity of the Company;
    2. An employee or any of his / her relative(s) (use of the term “relative” in this Code shall have the meaning ascribed to it in Section 2(77) the Companies Act, 2013) is in a position to derive any benefit (other than benefit arising to such employee directly out of employment with the Company in accordance with the other policies of the Company) by making or influencing decisions in the course of employment with the Company relating to any transaction.
  5. When companies/entities within the Company or even teams within a single group entity act in different capacities, they often receive different confidential information. The use of information disclosed for one purpose, when used for any other purpose (“information arbitrage”) exposes individuals and the Company to potentially significant regulatory risks, reputational risks and civil In certain cases, like in the case of insider trading, criminal liability may also arise.
  6. An indicative list of actual or potential conflicts has been listed under Annexure A of this code which all employees of the Company are urged to read and follow carefully;
  7. Employees are obliged to take reasonable steps to identify if they (by themselves or through their relatives) are subject to any actual or potential conflict of interest or information Adequate and full disclosure of all actual or potential conflict of interest or information arbitrage shall be made by employees to the Compliance Officer/Chief Executive Officer.
  8. If an employee fails to make the required disclosure and the Company otherwise becomes aware of an instance of conflict of interest that ought to have been disclosed by the employee, suitable disciplinary action may be taken against such employee.
  9. Any individual who is unsure of whether a conflict of interest or information arbitrage situation exists, should approach their Line manager or the Compliance Officer/Chief Executive Officer for clarification. Nothing contained in this code is intended to limit in any way the liability attached to an individual, or a company, under any statute.
  10. The term “Information”, as used here, refers to all information, whether oral or not, acquired from a non- public source in the course of employment with the company.
  11. Each Individual must:
    1. know the purpose for which any information has been disclosed to them and the source of such Information;
    2. use any information disclosed to them only for the purpose for which it is disclosed to them;
    3. determine if the information disclosed to them is relevant for any work they are doing apart from the purpose for which it was originally disclosed to them and if it is so relevant, bring this fact to the attention of the Compliance Officer/Chief Compliance Officer;
    4. not further disclose the information (including within the organization) other as may be required for the purpose of disclosure;
    5. avoid conflict of interest, and
    6. consult the Compliance Officer/Chief Executive Officer in case of any doubts about the application of this policy to any information or purpose (for instance where the purpose requires the disclosure of information to a third party not covered by this policy or when any information is relevant for a purpose other than one for which it was disclosed).
  1. It may be noted that Group entities may have functional access to information under other policies. In particular, use of information for academic analysis, statistical analysis, record-keeping and reporting in compliance with anti-money laundering laws, may permit or even require that information disclosed for one purpose to be used for another purpose. Such use of any information beyond the purpose for which it was disclosed may be permitted in compliance with the policies specifically addressing those functional access to information and in the absence of such policies, this policy must be followed.
  2.  
  3. Any instances of breach of this policy must be brought to the notice of the designated authority and/or Compliance Officer/Chief Executive Officer. In the absence of a Compliance Officer, the most senior available executive functionary of the Group Entity should be Please also note the provisions in the Code of Conduct relating to the protection of “whistle-blowers”;
  4. Use of information for personal purposes by individuals, may lead to information arbitrage and conflict of interests, giving rise to material risk of damage to the interests of any one or more third party/ies, a customer of the Company and the Company.
Securities Transactions and Confidential Information
  1. An employee and the relatives of such employee (s) shall not derive any benefit or permit others to derive any benefit (other than benefit arising directly out of employment with the Company in accordance with the other policies of the Company), from access to and possession of information about the Company or Group or its customers that is not in the public domain and, thus, constitutes unpublished insider information (whether price-sensitive or not).
  2. Such insider information might include (without limitation) the following:
    1. Acquisition and divestiture of businesses or business units;
    2. Financial information such as profits, earnings and dividends;
    3. Announcement of new product introductions or developments;
    4. Asset revaluations;
    5. Investment decisions/ plans;
    6. Restructuring plans;
    7. Borrowings and finance
  3. An employee of the Company shall also respect and observe the confidentiality of information pertaining to other companies, their patents, intellectual property rights, trademarks and inventions.
Protecting Company Assets

The assets of the Company shall not be misused. They shall be employed primarily and judiciously for the purpose of conducting the business for which they are duly authorized. These include tangible assets such as equipment, systems, facilities, materials and resources, as well as intangible assets such as information technology and systems, proprietary information, Intellectual property, and relationships with customers and stakeholders. All employees shall comply with the Record Retention Policy and the IT Policy in force from time to time.

Personal Appearance
  1. Professional Attire: Employees are expected to dress in a manner that is neat, clean, and appropriate for a professional business environment. Employees in non-customer facing roles, may dress in business casual attire. However, attire should still be professional and appropriate for a workplace setting.
  2. Hygiene: Employees are expected to maintain good personal hygiene, including regular bathing, grooming, and oral care.
  3. Tattoos and Piercings: Visible tattoos should be tasteful and not Facial piercings should be modest and inconspicuous.
  4. Footwear: Closed-toe shoes are generally required for safety reasons for For women, while sandals or open-toe shoes are permitted, but they should be professional and clean.
  5. Employees may request exceptions to the dress code for religious or medical Such requests should be made to Human Resources and will be considered on a case-by-case basis.
  6. Employees who do not comply with the policy may be asked to address their appearance, and repeated violations may result in disciplinary action.
Absenteeism and Tardiness
  1. The Company values the commitment and reliability of our employees. By avoiding absenteeism and tardiness, employees contribute to a positive work environment and ensure that our clients receive the highest level of service.
  2. Attendance Expectations:
    1. Regular Attendance: Employees are expected to report to work on time and as scheduled (as mentioned in their respective Employment Agreements) unless they have obtained prior approval for time off or are experiencing a valid reason for absence.
    2. Punctuality: Employees are expected to arrive at their workstations and be ready to begin work at their designated start time. Punctuality is critical to meeting the Company’s needs and maintaining team
    3. Tardiness is defined as arriving late to work or returning from breaks later than scheduled without prior authorization. Tardiness disrupts workflow and can impact team productivity. Employees who are consistently tardy may face disciplinary action, including verbal warnings, written warnings, and ultimately, termination if the behavior persists.
    4. For clarity, employees in customer facing and customer support roles are expected to work from 9.30 am – 30 pm from Monday to Saturday. For all other roles, working hours are from 9.30 am – 6.30 pm from Monday to Friday, except on days designated as holidays by the Company (please refer to the Holiday calendar published by the Company from time to time) or on days approved as leaves for the employee by the Company. The working hours may change as per discretion of the Company and/or as per applicable laws and guidelines.
  1. Employees are encouraged to request time off in advance for planned absences, such as vacations or personal appointments. Requests should be submitted through the company’s designated leave management system or to their supervisor for approval
  2. In the event of an absence due to illness, emergency, or other unforeseen circumstances, employees must notify their immediate supervisor or the designated point of contact as soon as possible.
  3. Employees may be required to provide appropriate documentation for absences that extend beyond a certain duration, such as medical certificates or other relevant documentation.
Social Media Conduct
  1. The Company recognizes the importance of social media as a powerful tool for communication and
  2. Expectations for responsible social media conduct by employees of the Company Name
    1. Personal Responsibility: Employees are personally responsible for the content they post on social media platforms, whether using company-provided devices or personal accounts. Employee (s) should exercise good judgment and discretion when sharing content that could reflect on the Company or its reputation.
    2. Confidentiality and Privacy: Employees are prohibited from disclosing confidential or proprietary information about the Company, its clients, partners, distributors, agents, Directors. Board, Trustees or employees on social media platforms.
    3. Employees need to respect the privacy of colleagues, clients, and customers, at all Employees need to mandatorily obtain consent from the person(s) or entity/ies or delegate (s) designated by the CEO or the Compliance Officer of the Company or the respective organization (s), before posting their images, names, or any confidential information.
    4. Professionalism and respect: Employees need to maintain a respectful tone and professional demeanor in all their social media Employees should not engage in discriminatory, harassing, defamatory, or offensive communications.
    5. Conflict of Interest: Employees to avoid discussing topics related to the Company’s competitors, financial performance, or strategic initiatives without proper authorization from the person (s) designated by the CEO or Compliance Officer of the Company.
    6. Employees cannot disclose any affiliation with the Company when discussing topics related to our industry or expertise.
    7. Endorsements and Representations: Employees must clearly differentiate personal opinions from those of the Company, at all times. Employees use disclaimers such as “views are my own” when appropriate.
    8. Employees are prohibited from making false or misleading statements about the Company, its products, services, or competitors.
    9. Compliance with Laws and Policies: Employees to adhere to all applicable laws, including copyright, privacy, and defamation laws, when posting content on social media.
    10. Employees to follow the Company’s Code of Conduct, IT policies, and any other relevant policies governing employee behavior.
    11. Crisis Communication Protocol: In the event of a crisis or sensitive situation, employees are restricted from discussing or sharing information on social media All inquiries need to be mandatorily referred to the designated spokesperson or communications team.
  1. Violations of these guidelines may result in disciplinary action, up to and including termination of employment or contract. The severity of the consequences will depend on the nature and impact of the violation.  
Public Affairs
  1. The involvement of an employee in public affairs shall be with express approval from the CEO of Holding Company or the person (s) designated by the CEO or Compliance Officer of the Company, subject to such involvement having no adverse impact on the business affairs of the Company.
Integrity of data furnished
  1. Every employee shall ensure, at all times, the integrity of data or information furnished by them to the company or to any person in the course of his employment. The employee shall take reasonable steps to ensure the accuracy of such information and shall be entirely responsible in ensuring that the confidentiality of all data is maintained and in no circumstance is such data transferred to any outside person/party other than as permitted by policy or with the approval of the CEO or the person(s) designated by the CEO or Compliance Officer.
Reporting Concerns
  1. Every employee is obliged to promptly report to their Line Manager and the Compliance Officer/Chief Executive Officer, when they become aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or any act not in the Company’s Such reporting should be made for activities of lenders, clients and investors and other third parties as well;
  2. Any employee can choose to make a protected & confidential disclosure, in writing, at confidential@gogreencapital.in in relation to matters concerning the Company. The Whistle-blower policy of the Company provides a mechanism for its employees to raise concerns. For more details, refer to the procedure for reporting and dealing with disclosures under the Whistle-blower policy of the Holding Company that is also applicable to its subsidiaries;
  3. The Company shall ensure protection of the whistle-blower and any attempts to intimidate such whistle- blowers in relation to such whistleblowing, shall be treated as a serious violation of the It may be noted that a frivolous, protected and confidential disclosure may itself be a violation of this Code.
  4. While recognizing the importance of healthy inter-personal relationships at the workplace, the Company is also committed to ensuring that certain kinds of inter-personal relationships among our employees do not interfere with the work environment we endeavor to foster.
  5. Accordingly, any personal relationship between employees of the Group that gives rise to a situation of conflict of interest (whether actual, potential or perceived) shall be strictly prohibited.
  6. For the purpose of this Code, the following personal relationships shall be deemed to give rise to a conflict of interest and shall be strictly prohibited:
    1. A personal relationship between two employees who are professionally in a supervisory or reporting
    2. A personal relationship between two employees, one of whom is otherwise in a professional position to determine or affect the compensation, promotion or benefits that the other employee is eligible for;
    3. any other personal relationship that gives rise to a situation of conflict with the professional responsibilities of the employee(s).

It is further clarified that a personal relationship shall include a relationship that is of a spousal, familial or sexual nature.

  1. All such pre-existing personal relationships mandatorily need to be disclosed by the employee(s) to the CEO and the Compliance Officer. Approvals will need to be sought from the Management regarding the employment of the employee(s) with Company and/or continuity of the employee(s) in the assigned role(s). The decision of the Company shall be final and binding on all parties involved.
Investigation and Disciplinary Procedure
  1. Employees are encouraged to report any non-compliance with this Code of Conduct. The Company takes matters of non-compliance seriously and will not tolerate retaliation. If an employee suspects any team member may be violating this Code of Conduct, they should report it to their immediate supervisor over phone or by The same can be escalated to the Compliance Officer/Chief Executive Officer by writing to confidential@gogreencapital.in
  2. Breach of other applicable policies may be construed as breach of this Code, depending on the facts of the case. Action taken under this Code may be in addition to the action, if any, taken under other policies. Compliance with this Code does not exonerate an employee from compliance with any other Policy and vice
  3. Any investigation and disciplinary proceedings relating to a violation of this Code shall be carried out under the directions of the Compliance Officer (in consultation with other relevant internal and/or external stake- holders on matters relating to the procedure to be followed, including the principles of natural justice). In the case of an investigation against the Directors and/or Founder employees, any action will be carried out as per the executed Director and Founder agreement(s) In the case of an investigation against the non-founder CEO, investigation will be referred to the Board of the Company and their decision will be binding and final. In the case of an investigation against the non-founder CO, the CEO may refer matters relating to procedure to external legal counsel, as approved by the Board
Roles and Responsibilities
  1. Board of Directors
    1. The Board of Directors of the Company shall have oversight of governance and compliance with this Code of Conduct in conjunction with other ESG related policies.
    2. The Directors of the Company shall be responsible for performing the duties specified in relevant laws specially prescribed in the Companies Act 2013.
    3. Independent Directors of the Company shall ensure due performance of their duties inter- alia as prescribed in Schedule IV of the Companies Act 2013 and Company’s Code of Independent
  1. Compliance Officer
    1. Collaborate with Management to conduct relevant training and communication of this Code of Conduct to all individuals working with the Company.
    2. Will prepare an annual report on the implementation of this Code of Conduct for the Board of Directors and promptly report any non-compliance to them.
  1. Employees
    1. Read and understand this Code of
    2. Comply with this Code of
    3. Provide full cooperation for any inquiry or investigation pertaining to this Code of
    4. Employees should read and adhere to the requirement(s) under this Code along with all the other Policies of the Company and their executed Employment Agreement(s).

Communication and Training

  1. This Code of Conduct will be communicated to all employees on a regular basis. It will also be disclosed through Company’s website/intranet as applicable. All individuals are expected to keep themselves up to date by reading this Code of Conduct at regular intervals or each time when it is updated by the Company.
  2. Regular training and awareness sessions shall be made available in relation to this Code of Conduct, Company procedures and measures by the Company. Employees may be expected to acknowledge having read and understood the Code of Conduct, as determined by the Company, from time to time.
Documentation/Maintaining Records
  1. Accurate and complete record-keeping is essential to the successful operation of Company, as well as to our ability to meet our legal and regulatory All documents generated in compliance with this Code of Conduct will be retained as per the statutory requirements and/or internal requirements of the Company.
Questions and Clarifications

For questions regarding the Code or assistance with any queries, employees should can send in their questions to HR@gogreencapital.in

Review and update

The Board of Directors will review the implementation of this Code of Conduct on an annual basis, considering its suitability, adequacy and effectiveness. If more frequent revisions are deemed necessary, the updated Code of Conduct document will be presented to the Board of Directors for approval before implementation.

Note:

The Code does not provide a full, comprehensive and complete explanation of all the rules that employees are bound to follow. Employees have a continuing obligation to familiarize themselves with all applicable laws, company policies, procedures and work rules.

Annexure A
Indicative list of actual or potential conflicts and Frequently asked questions (FAQs):

 1.      Which parties’ interests may conflict?

 Conflict of interest(s) may arise between the interests of:

  1. The Company a customer (potential or existing);
  2. An individual a customer (potential or existing);
  3. A customer (potential or existing)) another customer (potential or existing);
  4. An individual the Company; and
  5. An individual or any Group entity any regulator in any jurisdiction.

2.      Who is an individual for the purpose of this policy?

For the purpose of this code, individual includes any of the following:

  1. A trustee, director, partner, manager agent, of the Company;
  2. where applicable, a director, partner manager agent, of any Group entity;
  3. an employee, consultant or intern of the Company or a Group entity;
  4. any other natural person whose services are placed at the disposal and under the control of the

3.      Who is a customer for the purpose of this policy?

 For the purpose of this code, customers include:

  1. Existing customers to whom the Company is currently providing any service;
  2. potential clients to whom the Company intends to provide any service; and
  3. past clients of the company, if the Company has any continuing obligations to that such
  4. Please note that SPVs (where we are arrangers of calculation agents or structures, etc.), if any, are also customers and are independent of originators (as customers) for the purpose of determining conflict of

4.      What are the obligations of each individual under this Policy in relation to conflict of interest?

 Each individual is obliged to identify and address any of the following potential conflict of interests:

  1. The individual or any other person that the individual is acting for/representing, is likely to make a financial gain, or avoid a financial loss, at the expense of the customer;
  2. The individual or any person that the individual is acting for/representing, has an interest in the outcome of a service provided to the customer or of a transaction carried out on behalf of the customer, which is distinct from the customer’s interest in that outcome;
  3. The individual or any person that the individual is acting for/representing, has a financial or other incentive to favour the interest of another customer or group of customers over the interests of the customer;
  4. The individual carries on or has a relative (as relative is defined in the Companies Act, 2013) who carries on the same business as the customer; and/or
  5. The individual or any person that the individual is acting for/representing, (other than the relevant Group entity formally acting for the Client) receives or will receive from a person other than the customer, any inducement in relation to a service provided to the customer.

5.      When does a conflict of interest actually arise?

An actual conflict of interest can occur in a variety of ways. The exact facts of the conflict will determine the nature of liability under the law. The following is a list of indicative actual conflicts that are likely give rise to liability under the law (this list is not exhaustive and is in no particular order):

  1. An individual puts her interest before that of the Company or any of the Group entities, he/ she is employed by or before that of the customer of the Company or any of the Group entities’ he/she is employed by;
  1. A Group entity acting for a customer puts its own interest before that of its customer;
  2. Group entities (or an individual) put the interest of one customer represented by any of them, before the interest of another customer represented by the same or any other Group entity;
  3. An individual or Company or a Group entity puts the interest of a customer before any person (including an investor) who has been reasonably led to believe that the Company or the Group entity is taking into accounts its interests;
  4. Information received by an individual or the Company or a Group entity for a particular purpose is used for another purpose (unless the law expressly permits the use of such information provided for the particular purpose to be used for the other purpose);
  5. An individual or the Company or a Group entity puts the interest of any person (who has been reasonably led to believe that the Company or a Group entity is taking into account its interests) before the interest of a customer; and
  6. unless obliged to do so by law, an individual or the Company or Group entity acts in any manner that may reasonably appear to be damaging to the reputation of the Company, any Group entity, any regulator, any customer, the financial system (and markets) in India, the financial system (and markets of a jurisdiction other than India) where the Company operate;
  7. In certain circumstances, an individual who allows herself or himself to be placed in a potential conflict of interest situation may be treated as being conflicted merely by the virtue of allowing herself or himself to be placed in that situation.

6.      What are Chinese Walls?

Any mechanism that is used to ensure that information is only used for its intended purpose and which reduces information arbitrage is called a “Chinese Wall”’. Chinese walls are used to reduce the potential for conflict of interest. However, if an individual is actually in a conflicted situation, the Chinese wall has already failed and will offer no protection to the individual or the Company or the concerned Group entity.

7.      Are there any exemptions for senior management (persons above the Chinese wall)?

No, there are no exemptions for senior management and no one may consider themselves “above the Chinese wall”. Where any individual finds that such individual cannot avoid conflict, such individual must continue to keep all information confidential, disclose the conflict to reporting authority of the individual (the Board of Directors) and the CO and refrain from any decision making related to that information or the relevant conflict.

8.      Who can provide more information on conflict of interest in a given situation?

Any queries related to conflict of interest may be raised with reporting managers and as per prescribed procedures defined by the Company. However, individuals are encouraged to bring any conflict of interest or potential conflict of interest to the notice of the CO.

9.      What kind of legal liability does conflict of interest give rise to?

Conflict of interest can give rise to a wide variety of causes of action. These causes of action include criminal, tortious, contractual and statutory causes of action. If held liable, an individual may be imprisoned, fined, asked to pay compensation, censured by the regulator and barred from holding certain offices. Given the serious potential implications of situations involving conflict of interest, individuals must strive to avoid such situations involving conflict of interest.