VIKASA Capital Advisor’s (the “Company”), incorporated on xx xxxxx 2014, holds a Category 1 Global Business licence and is authorized by the Financial Services Commission to act as s CIS Manager.

The Company currently provides investment management services to VIKASA India EIF I Fund (“the Fund”), a fund duly incorporated in Mauritius and having its registered office at c/o APEX Fund Services (Mauritius) Ltd, 4th floor, 19 Cyber City Raffles Tower, Ebene, Mauritius. The Fund licensed by the Financial Services Commission as a Closed End Fund (Licence No: Cxxxxxxx).

The Company may appoint necessary parties, as felt appropriate, to assist the Company in meeting its obligations to the Fund and assist in sourcing potential investment opportunities for the Fund.  The Company shall employ Mauritian staffs in future.


The Company is being promoted by VIKASA CAPITAL LLC of 6608 N. Western Ave #466 OKC, OK 73116, USA.



There exists between the Company and its Board, officers and employees and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The Board, its officers and employees have the responsibility of administering the affairs of the Company honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of the Company. Those persons are required to exercise utmost good faith in all transactions involved in their duties and they are not to use their positions with the Company or knowledge gained therefrom for their personal benefit.  The interests of the Company must be the first priority in all decisions and actions.


The Company has established a system to manage transactions in situation of conflicts of interest in order to prevent the interests of its clients from being unjustly compromised.


The Company has developed and maintains relevant and reasonable written policy to cater for conflicts of interest and prevent money laundering and financing in compliance with section 1(i) of the First Schedule of the Securities Licensing Rules 2007 for use by the Company and all of its directors, its officers, employees until the same is amended or rescinded by the Board of Directors of the Company.

The purpose of the Conflicts of Interest Policy is to provide guidance on the avoidance of conflicts of interest with the Company notwithstanding Sub-Part E Sections 147 and 148 of the Companies Act 2001 and Sections 90, 91, 92 and 93 of the Securities Act 2005.  This Policy does not cover acts that are prohibited under the aforesaid laws or any other laws or regulations. It should be read separately.


Persons Concerned

This code of ethics & conduct and conflict of interest framework is directed not only to directors, officers, employees and committee members but to any person who can influence the actions of the Company.  For example, this would include anyone who has proprietary information concerning the Company.


Ethics Policy

As a responsible business enterprise, the Company is committed to conducting its affairs to the highest standards of ethics, integrity, honesty, fairness and professionalism – in every respect, without exception, and at all times. While reaching its business goals is critical to its success, equally important is the way the goals are achieved. Every director and employee of the Company is expected and required to assess every business decision and every action on behalf of the Company in light of whether it is right, legal and fair. This applies at all levels of the organization, from major decisions made by the Board of Directors to day-to-day transactions. This code is intended to help directors and employees meet these expectations and make such assessments.


The code establishes the standards that govern the way the Company deals with shareholders, clients, and competitors.  In addition, certain roles/transactions in the Company are guided by an Internal Procedure Manual that apply to its directors, Administrator/Secretary or employees that must also be complied with.  Further, some employees owe professional responsibilities to professional associations, self regulatory organizations or regulators. Within this framework, directors and employees are expected to:

  • exercise good judgment and be accountable for their actions;
  • act in a professional and ethical manner at all times.
  • act for the benefit of clients.
  • act with independence and objectivity.
  • act with skill, competence, and diligence.
  • communicate with clients in a timely and accurate manner.
  • uphold the applicable rules and regulations governing capital markets


The Rules of Professional Conduct

  1. Loyalty to All Clients
  2. Place client interests before their own.
  3. Preserve the confidentiality of information communicated by clients within the scope of the client relationship.
  4. Refuse to participate in any business relationship or accept any gift that could reasonably be expected to affect their independence, objectivity, or loyalty to clients.
  5. Investment Process and Actions:
  6. Use reasonable care and prudent judgment when managing client assets.
  7. Not engage in practices designed to distort prices or artificially inflate trading volume with the intent to mislead market participants.
  8. Deal fairly and objectively with all clients when providing investment information, making investment recommendations, or taking investment action.
  9. Have a reasonable and adequate basis for investment decisions.
  10. When managing a portfolio or pooled fund according to a specific mandate, strategy, or style:
  11. Take only investment actions that are consistent with the stated objectives and constraints of that portfolio or fund.
  12. Provide adequate disclosures and information so investors can consider whether any proposed changes in the investment style or strategy meet their investment needs.
  13. When managing separate accounts and before providing investment advice or taking investment action on behalf of the client:
  14. Evaluate and understand the client’s investment objectives, tolerance for risk, time horizon, liquidity needs, financial constraints, any unique circumstances (including tax considerations, legal or regulatory constraints, etc.) and any other relevant information that would affect investment policy.
  15. Determine that an investment is suitable to a client’s financial situation.
  16. Trading
  1. Not act or cause others to act on material nonpublic information.
  2. Give priority to investments made on behalf of the client over those that benefit the Managers’ own interests.
  1. Use commissions generated from client trades to pay for only investment-related products or services that directly assist the Company in its investment decision making process, and not in the management of the firm.
  1. Maximize client portfolio value by seeking best execution for all client transactions.
  2. Establish policies to ensure fair and equitable trade allocation among client accounts.
  1. Risk Management, Compliance and Support
  2. Develop and maintain policies and procedures to ensure that their activities comply with the provisions of this Code and all applicable legal and regulatory requirements.
  3. Appoint a compliance officer responsible for administering the policies and procedures and for investigating complaints regarding the conduct of the Company or its personnel.
  4. Ensure that portfolio information provided to clients by the Company is accurate and complete and arrange for independent third-party confirmation or review of such information.
  5. Maintain records for an appropriate period of time in an easily accessible format.
  6. Employ qualified staff and sufficient human and technological resources to thoroughly investigate, analyze, implement, and monitor investment decisions and actions.
  7. Establish a business-continuity plan to address disaster recovery or periodic disruptions of the financial markets.
  8. Establish a firmwide risk management process that identifies, measures, and manages the risk position of the Manager and its investments, including the sources, nature, and degree of risk exposure.


  1. Performance and Valuation
  1. Present performance information that is fair, accurate, relevant, timely, and complete. Company must not misrepresent the performance of individual portfolios or of the firm.
  1. Use fair-market prices to value client holdings and apply, in good faith, methods to determine the fair value of any securities for which no independent, third-party market quotation is readily available.


  1. Disclosures
  1. Communicate with clients on an ongoing and timely basis.
  1. Ensure that disclosures are truthful, accurate, complete, and understandable and are presented in a format that communicates the information effectively.
  2. Include any material facts when making disclosures or providing information to clients regarding themselves, their personnel, investments, or the investment process.


Conflict of Interest Policy Statement

The Company and all of its directors, officers and committee members scrupulously shall avoid any conflict of interest or potential conflict of interest between their respective individual, professional, or business interests and the interests of the Company in any and all actions taken by them in their respective capacities on behalf of the Company.


It is the Company’s policy that directors and others acting on its behalf must be free from conflicts of interest that could adversely influence their judgment, objectivity or loyalty to the company in conducting the Company’s business activities and assignments. The Company recognizes that directors and officers of the Company may take part in legitimate financial, business and other activities outside their directorship or jobs with the Company, but any potential conflict of interest raised by those activities must be disclosed promptly to management.


Types of and Criteria for Transactions Tat May Cause Conflicts of Interests

The following transactions may be considered as “transactions that may cause conflicts of interest.”  However, the following are only criteria to determine whether a “transaction that may cause any conflict of interests” exists.  Additions or modifications may be made in the future as necessary.


  • If any client reasonably expects that its own interests will be prioritized.
  • If a Group Company or Group Companies or any of its Affiliates profit financially or avoid economic loss at the expense of any client.
  • If conducting transactions with or providing investment management services for clients results in profit that can be clearly distinguished from the clients’ profit.
  • If there is incentive (financial or otherwise) to prioritize the interests of any given client over the interests of another client.
  • If the Company benefits or will benefit from the transaction in the form of money or financial services other than the usual commission fees or expenses in connection with conducting transactions with or investment management services to its clients.
  • If the Company provides any advice regarding investments to one client while recommending that another client deals in such securities.
  • If any director, officer or employee of the Company or its Affiliates receives any gift or service (including any nonmonetary benefits) that may cause them to be biased to the interests of any one client.
  • Receiving personal gifts or loans from third parties competing with the Company.  Receipt of any gift is disapproved except gifts of a value less than USD50, which could not be refused without discourtesy. No personal gift of money should ever be accepted.
  • If any director of the Company holds office, serves on the Board, participates in management, or being otherwise employed (or formerly employed) with any third party dealing with the Company.


Disclosure Policy and Procedure

Once a conflict of interest has been confirmed, the Company will also determine whether the reputation of the Company or the Group has been affected.


Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:


  • The conflicting interest is fully disclosed;
  • The person with the conflict of interest is excluded from the discussion and approval of such transaction;
  • A competitive bid or comparable valuation exists; and
  • The Board or a duly constituted Committee thereof has determined that the transaction is in the best interest of the Company.


Disclosure involving directors should be made to the Corporate Secretary of the Company, who shall bring the matter to the attention of the Board or a duly constituted Committee thereof.


The Board or a duly constituted Committee thereof shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to the Company. The decision of the Board or a duly constituted Committee thereof on these matters will rest in their sole discretion, and their concern must be the welfare of the Company and the advancement of its purpose.


Managing Transactions That May Cause Conflicts of Interest at the Level of the Company

If the Company identifies any transaction that may cause a conflict of interest, the Company will protect its clients by selecting one or any combination of the following methods, or any other methods (the following methods are only examples, which may or may not be implemented):


  • Properly disclosing to the client the possibility that their interests may be compromised in connection with the covered transaction (provided that such a disclosure does not violate confidentiality agreements made by the Company).
  • In case of any potential conflict, the Board, with the abstention of the interested director, may decide whether such director may participate in any reporting, discussion or vote on the issue that gave rise to the potential conflict.
  • Any director with such an interest, relationship or responsibility which conflicts with the interest of the Company, shall abstain from reporting, discussions and vote on the issue that gave rise to the conflict and, if necessary, from the Board meeting, or applicable part thereof.
  • A director shall promptly disclose to the Board any personal or other interest, relationship or responsibility (financial, professional or otherwise) held by the director with respect to any actual or potential transaction, agreement, or other matter which is or may be presented to the Board for consideration, even if such interest, relationship, or responsibility has otherwise generally been disclosed to the Board.
  • In keeping with sound investment management principles and to avoid conflicts of interest, the Company will ensure that, to the extent it holds funds on behalf of a client, such funds will be segregated from the Company’s own proprietary funds. Such segregation is achieved by establishing a separate bank account for each client and routing any of the client’s funds through such bank account.
  • A director owes certain fiduciary duties, including the duties of loyalty, diligence, and confidentiality, to the Company, which require that a director acts in good faith and in the interest of the Company.
  • In circumstances where a director has a significant, ongoing and irreconcilable conflict, and where such personal or outside interest, relationship or responsibility significantly impedes the ability of the director to carry out his/her fiduciary responsibility towards the Company, resignation from the Board for the conflicting interest may be required.
  • Necessary disclosures shall be made in the financial statements of the Company.  All dealings with related parties would be disclosed in the statutory accounts of the Company which would be circulated to the shareholders and other stakeholders.  In keeping with sound investment management principles, it will be an established Board policy to ensure fair treatment of all the beneficiaries of the investment or advisory services of the Company by proper disclosure, internal rules of confidentiality or declining to act where conflict cannot be avoided.


Interpretation of this Statement of Policy

The areas of conflicting interest listed in the above section, and the relations in those areas which may give rise to conflict, as listed above are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy.


The fact that one of the interests described in the above section exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of the Company.


However, it is the policy of the Board that the existence of any of the interests described in the above sections shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the Board, officers, and management employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.


Contacts for Assistance

For assistance with any questions about the Code of Ethics & Conduct and policy to prevent conflicts of interest, please contact:



Name Telephone No  



Mr Bishwarnath Bachun 4048050
Mr Devendra Seebaluck 2437946