MAIQ Capital Trust (“Trust”) is a contributory, irrevocable, non-discretionary and a determinate trust which is registered in India. The Trust and its Schemes as it may launch from time to time, shall be managed by the Investment Manager pursuant to the Investment Management Agreement. The Fund has been registered as a Category III AIF with SEBI vide registration number IN/AIF3/22-23/1108 dated 19^th July, 2022.

MAIQ Investment Advisors LLP (Formerly Known as Chatushtay Investment Advisors LLP), (“Investment Manager”), a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its registered address at B/203, Sai Anand CHS Ltd, Anand Nagar, Dahisar, Dahisar East, Mumbai-400068, Maharashtra, India appointed by the Trustee as Investment Manager in respect of the Fund under the Investment Management Agreement.

The primary object of the Fund is to carry on the activity of a ‘Category III AIF’ and raise resources from investors including investors who are resident in India and investors who are resident outside India and to create capital appreciation for the Investors by investing in listed equity and equity linked instruments, derivative securities, corporate bonds (rated or unrated), fixed income securities, securitized debt and in such other securities, listed, quoted or traded on any stock exchange or over the counter, as permissible under applicable law. The Fund is sector agnostic and shall diversify its investments in all sectors with investments in Portfolio Entities in India.

Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (Insider Trading Regulations) requires intermediaries and every other person who is required to handle unpublished price sensitive information (UPSI) in the course of operations to formulate a code of conduct to regulate, monitor and report trading by its designated persons and their immediate relatives towards achieving compliance with the Insider Trading Regulations. Pursuant to the Insider Trading Regulations, the Investment Manager has formulated a “Code for Compliance with SEBI’s Insider Trading Regulations” (Code) in relation to its own business and activities of the Fund.

SEBI amended the Regulations on December 31, 2018 and January 21, 2019 and has prescribed minimum standards for Code of Conduct for Intermediaries and Fiduciaries to Regulate, Monitor and Report trading by Designated Persons.

Accordingly, Code of Conduct for Prevention of Insider Trading (“Code of Conduct”) sets out the provisions of the Code and shall come into effect from 22^nd December,2022

This Code of Conduct shall be applicable to all the Designated Partners, Partners, Employees, consultants, advisors and Internal Auditor other than one in the grade of sub-staff, and Connected Persons of the LLP.

(1) Definitions:

    (a)  “Board” means the Securities and Exchange Board of India

     (b) “Compliance Officer” (CO) means any senior officer, designated so and reporting to the Board of Directors who is financially literate and is capable of appreciating requirements for legal and regulatory compliance under the Regulations
  [Explanation –“financially literate” shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows]

    (c)  “Connected Person” means:

(i)  any person who is or has during the six months prior to the concerned act been associated with a Company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a Director, officer or an employee of the Company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information or is reasonably expected to allow such access.

(ii) without prejudice to the generality of the foregoing, the persons falling within the following categories shall be deemed to be connected persons unless the contrary is established:

–  an immediate relative of connected persons specified in clause (i); or
–  a holding entity or associate entity or subsidiary entity; or
–  an intermediary as specified in section 12 of the Act or an employee or director thereof; or
–  an investment company, trustee company, asset management company or an employee or director thereof; or
–  an official of a stock exchange or of clearing house or corporation; or
–  a member of board of trustees of a mutual fund or a member of the board of directors of the asset management company of a mutual fund or is an employee thereof; or
–  a member of the board of directors or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013; or
–  an official or an employee of a self-regulatory organisation recognised or authorised by the partners; or
–  a banker of the Company or
–  a concern, firm, trust, Hindu undivided family, company or association of persons wherein a Director or his immediate relative or banker of the Company, has more than ten per cent of the holding or interest;

(d) “Designated   Person” means any employee of the Company, Director, consultant and advisors, other than one in the grade of sub-staff

(e)  “Designated Securities” means listed securities of the Investee companies in which the Fund invests and such list is maintained by the Compliance Officer of the Company, based on the information received from the other departments from time to time.

(f) “Generally Available Information” means information that is accessible to the public on a non-discriminatory basis;

(g)  “Immediate Relative” means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities;

 (h) “Insider” means any person who is:

(i) a connected person; or

(ii) in possession of or having access to unpublished price sensitive information;

      (i) “proposed to be listed” shall include securities of an unlisted company:

        (ii)  if  such  unlisted  company  has  filed  offer  documents  or  other  documents,  as  the case  may  be,  with  the  Board,  stock  exchange(s)  or  registrar  of  companies  in connection with the listing; or

        (ii)  if   such   unlisted   company   is   getting   listed   pursuant   to   any merger   or amalgamation  and  has  filed  a  copy  of  such  scheme  of  merger  or  amalgamation under the Companies Act,2013;

(j)  For the purpose of the Code of Conduct “Securities” means all instruments defined as such in the Securities Contracts (Regulations) Act, 1956 (42 of 1956) or any modification thereof with the exception of units of a mutual fund

Security includes exchange traded futures and options on the same underlying security

(k) “Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, except exercise of securities through Employee Stock Option Scheme, and “trade” shall be construed accordingly;

(l) “Trading Day” means a day on which the recognized stock exchanges are open for trading;

(m) “Unpublished Price Sensitive Information” (UPSI) means any information, relating to a company or its securities, directly or indirectly, that is not generally available 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: 

(i)  financial results;
(ii) dividends;
(iii) change in capital structure;
(iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
(v) changes in key managerial personnel; and