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ZEL CODE OF CONDUCT 2015 For DIRECTORS AND SENIOR MANAGEMENT

Zenlabs Ethica Limited (ZEL), formerly known as Neelkanth Technologies Limited, is committed to maintain sound standards of Business Conduct and Corporate Governance. The Board of Directors (the "Board") and the senior management of ZEL undertake to abide by following Code of Conduct adopted by the Board and affirm compliance with this Code on an Annual basis by acknowledging the same as provided in the end. The Code is named as ZEL Code of Conduct, 2015 for The Board of Directors and Senior Management and has been framed in terms of Clause 17(5)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from 1st December 2015.

APPLICABILITY

The Code is applicable to all the members of The Board of Directors and Senior Management of the Company.

The term "Board Members" shall mean Directors on the Board of Directors of the Company, including Independent Directors.

The term "senior management" shall mean personnel of the company who are members of its core management team excluding Board of Directors. This would comprise all members of management one level below the executive directors, including all functional heads.

THE CODE

  Conflicts of Interest:

The Directors and senior management should be scrupulous in avoiding "conflicts of interest" with the Company. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that any event, activity or situation involving conflict or potential conflict of interest must be disclosed to Board for guidance and appropriate action.

  Honest and Ethical Conduct:

The Directors and senior management shall act in accordance with the highest standards of personal and professional integrity, honesty and ethical conduct and use their powers of office, in good faith and in the best interests of the Company as a whole. The independent Directors shall in addition to satisfying the above requirements shall also comply with the duties cast on them by Part III of Schedule IV to the Companies Act, 2013, the extracts of which are appended in Annexure-A.

  Corporate Opportunities:

The Directors and senior management owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises and are expressly prohibited from improper use of information/property or taking improper advantage of their position.

  Confidentiality:

The Directors and senior management shall maintain the confidentiality of confidential information of the Company or that of any customer, supplier or business associate of the Company to which Company has a duty to maintain confidentiality, except when disclosure is authorized or legally mandated. The Confidential information includes all non-public information (including private, proprietary, and other) that might be of use of competitors or disclosure of which might be harmful to the company or its associates. The use of confidential information for his/her own advantage or profit is also prohibited.

  Protection and Proper Use of Company's Assets:

The Directors and senior management should protect Company's assets and property. Company's assets should be used only for legitimate business purposes.

  Compliance with Laws, Rules, and Regulations:

The Directors and senior management shall endeavor to ensure compliance with all applicable laws, rules, and regulations applicable to the Company, Transactions, directly or indirectly, involving securities of the Company should not be undertaken without complying with Code of Conduct for Prohibition of Insider Trading.

COMPLIANCE WITH CODE OF CONDUCT


Each Director and senior management personnel shall adhere to this code of conduct and affirm compliance with the code as of 1st April, 2016 and thereafter on an annual basis in the prescribed format. Violation of this Code will lead to appropriate action.

The Board reserves the right to make amendments to the above code of conduct as and when felt necessary.

The above code of conduct was adopted by the Board of Directors of the Company in its Meeting held on 8th December, 2015.

Annexure-A



EXTRACTS FROM PART III OF SCHEDULE IV TO THE COMPANIES ACT, 2013

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