CODE OF CONDUCT – CYAN LIMITED







FOR EMPLOYEES:

This code is developed and adopted with a view to develop and promote the highest standards of ethical behavior, professionalism, integrity and commitment amongst the employees of the company. It is adopted with the end view of promoting good corporate governance.

The company makes it mandatory for all its employees to perform their duties and responsibilities in accordance with this code. This document must be circulated to all employees for his/her understanding and commitment to ensure strict adherence. The same will be placed on the company’s website.

The company will be guided by the following principles in all activities for attainment of the organizational objectives:

1.ABIDANCE OF LAWS / RULES
a)All employees shall conform to and abide by the company policies, applicable laws, regulations and directives which may from time to time be in force.
b)The employees shall not take part in, subscribe in aid of, or assist in any way, any political movement that is in disinterest of Cyan.

2.INTEGRITY
a)Conduct themselves with the highest standards of ethics, professional integrity and dignity in all dealings with the public, clients, investors and employees, and not engage in acts discreditable to Cyan and the profession. If they become aware of any irregularity that might affect the interests of Cyan, they shall inform the senior management immediately.
b)Maintain all books, data, information and records with scrupulous integrity, reporting in an accurate and timely manner all transactions/reports.
c)Avoid all such circumstance in which there is personal interest conflict, or may appear to be in conflict, with the interests of Cyan or its clients.
d)Not use their employment status to seek personal gain from those doing business or seeking to do business with Cyan, nor accept such gain, gift, favor, entertainment or other benefits, if offered.

3.CONFIDENTIALITY
Maintain the privacy and confidentiality of all the information acquired during the course of professional activities and refrain from disclosing the same unless otherwise required by statutory authorities/law. All such information will remain as a trust and will only be used for the purpose for which it is intended and will not be used for the personal benefits of any individual(s). Inside information about Cyan’s clients/affairs shall not be used for their own gain, or for that of others either directly or indirectly.

4.PROFESSIONALISM
Serve Cyan honestly and faithfully and strictly serve Cyan’s affairs and the affairs of its constituents. Disclose and assign to Cyan all interest in any invention, improvement, discovery or work of authorship that they may make or conceive and which may arise out of their employment with Cyan. If their employment is terminated, all rights to property and information generated or obtained as part of their employment relationship will remain the exclusive property of Cyan.

5.BUSINESS/WORK ETHICS
a)Respect fellow colleagues and work as a team. They shall at all times be courteous and not let any personal differences affect their work.
b)Ensure good attendance and punctuality and demonstrate a consistently good record in this area.
c)Maintain a standard of personal hygiene and dress appropriately for attendance at work.
d) As a personal responsibility, safeguard both the tangible and intangible assets of Cyan that are under their personal control and shall not use Cyan assets for their personal benefits except where permitted by Cyan.
e) Not indulge in any kind of harassment including sexual harassment or intimidation whether committed by or against any senior/junior, co-worker, customer, vendor or visitor. They shall not use language, written or spoken in intra office communication(s) or communication(s) with individual(s) outside the office that may contain any statement or material that is offensive to others.
f)Employees shall also not indulge in any of the following activities except with the prior permission of the competent authority:
I.Borrow money from or in any way place themselves under pecuniary obligation to broker or money lender or any employee of Cyan or any firm or person having dealings with Cyan.
II.Buy or sell stock, share or securities of any description without funds to meet the full cost in the case of purchase or scrip’s for delivery in the case of sale. However, they can make a bona fide investment of their own funds in such stock, shares and securities in line with the employees trading policy.
III.Lend money in their private capacity to a constituent of Cyan or have personal dealings with a constituent in the purchase or sale of bills of exchange, Government paper or any other securities.
IV.Guarantee in their private capacity the pecuniary obligation of another person or agree to indemnify in such capacity any person from loss.
V.Act as agent for an insurance company otherwise than as agent for on behalf of Cyan.
VI.Be connected with the formation or management of a joint stock company.
VII.Engage in any other commercial business or pursuit either on their own account or as agent for another or others.
VIII.Accept or seek any outside employment or office whether stipendiary or honorary.
IX.Undertake part time work for a private or public body or private person, or accept fee thereof.

FOR DIRECTORS:
The Code is developed and adopted with a view to focus the Board and each Director on areas of ethical risk; provide guidance to directors to help them recognize and deal with ethical issues; provide mechanisms to report unethical conduct; and help foster a culture of honesty and accountability.
This document must be circulated to all Directors for his understanding and commitment to ensure firm adherence.

1.CONFLICT OF INTEREST
Directors including the Chairman must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the the Board of Directors. A “conflict of interest” can occur when:
a)A director’s personal interest is adverse to – or may appear to be adverse to – the interests of the Company as a whole;
b)A director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director of the Company;
Some of the more common conflicts which directors should avoid are listed below:
c)Relationship of Company with third-parties. Directors may not receive a personal benefit from a person or firm which is seeking to do business or to retain business with Cyan. A director shall recuse him or herself from any Company Board decision involving another firm or Company with which the director is affiliated;
d)Compensation from non-Company sources. Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company;
e)Gifts. Directors may not offer, give or receive gifts from persons or entities who deal with Cyan in those cases where any such gift is being made in order to influence the directors’ actions as members of the Board, or where acceptance of the gifts could create the appearance of a conflict of interest;
f)Personal use of Company assets. Directors may not use Company assets, labor or information for personal use unless approved by the Chairman of the Board or as part of a compensation or expense reimbursement program available to all directors.

2.CORPORATE OPPORTUNITIES
Directors are prohibited from:
a)Taking for themselves or their companies opportunities that are discovered through the use of Company property, Company information or position as a director;
b)Using the Company’s property or information for personal gain; or
c)Competing with the Company for business opportunities. However, if the Company is disinterested and the directors determine that the Company will not pursue an opportunity that relates to the Company’s business, a director may then do so.

3.CONFIDENTIALITY
Directors must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a director, except when disclosure is authorized or legally mandated. For purposes of this Code, “confidential information” includes all non-public information relating to the Company.

4.COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
Directors must comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Directors must deal fairly, and must oversee fair dealing by employees and officers, with the Company’s customers, suppliers, competitors and employees.

5.ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR.
Directors should promote ethical behavior and take steps to ensure the Company:
a)Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation;
b)Encourages employees to report violations of laws, rules, regulations or the Company’s Code of Conduct to appropriate personnel;

6.COMPLIANCE STANDARDS
Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Board or by persons designated by the Board, and appropriate action will be taken in the event of any violations of the Code.


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