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Zenlabs Ethica Limited (Formerly known as Neelkanth Technologies Limited)

Archival Policy for material event/material information disclosed to the stock exchanges


INTRODUCTION

This Archival Policy for material event/material information disclosed to the stock exchanges ("Policy"), as per Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("LODR"), outlines the methodology for the archival of material events/ material information that have been disclosed to the stock exchanges by Zenlabs Ethica Limited (Formerly known as Neelkanth Technologies Limited) ("Company"). This Policy is adopted by Board of Directors ("Board") on November 30, 2015 and shall be effective from December 1, 2015.

POLICY

Copies of all material disclosures/ material information made to the stock exchanges under Regulation 30 of LODR ("Disclosed Information") shall be hosted on the website of the Company www.zenlabsindia.com for a minimum period of 5 years. After a period of 5 years from the date of filing the material disclosures/ material information to the stock exchanges, the copies of such material disclosures/ material information shall be archived from the website of the Company. Any one intending to review the material disclosures/ material information after 5 (five) years may write to the Company Secretary of the Company.

COMMUNICATION OF THIS POLICY

This Policy shall also be posted on the website of the Company.

REVIEW OF THE POLICY

The Board shall review the Policy from time to time based on the changing needs and make suitable modifications as may be necessary. Any change in the Policy shall be approved by the Board of the Company and the decision of the Board in this respect shall be final and binding. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

   Date: Sanjeev Kumar           
   Place:
(Managing Director & CEO) 

Board's Performance Evaluation

PERFORMANCE EVALUATION POLICY

For internal use only

INTRODUCTION

In an endeavor to safeguard the interest of public at large, the Companies Act, 2013 ('Act') provides that the performance of the board of directors of listed companies and prescribed class of companies must be reviewed regularly against appropriate measures. For this purpose, the Nomination and Remuneration Committee of a company is required under Section 178 of the Act to formulate a policy for recommending it to the Board of directors of the company, setting the criteria, based on which the performance of each and every director including the performance of the Board as a whole shall be assessed by the Board of Directors of the Company. Based on such performance evaluation, remuneration of directors, key managerial personnel and employees shall be determined. Such an evaluation procedure will provide a fine system of checks and balances on the performance of the directors and will ensure that they exercise their powers in a rational manner.
This policy aims at establishing a procedure for conducting periodical evaluation of directors' performance and formulating the criteria for determining qualification, positive attribute and independence of each and every director of the Company in order to effectively determine issues relating to remuneration of every director, key managerial personnel and other employees of the Company.
This policy further aims at ensuring that the committees to which the Board of Directors has delegated specific responsibilities are performing efficiently in conformity with the prescribed functions and duties.
For this purpose, the Nomination and Remuneration Committee shall be responsible to identify the persons who are qualified to become directors and who may be appointed in the senior management of the Company and recommend to the Board their appointment and removal.
In addition, the Nomination and Remuneration Committee shall carry out the evaluation of performance of every director, key managerial personnel and other employees in accordance with the criteria contained herein, based on which their remuneration shall be determined.

RESPONSIBILITY OF BOARD

It shall be the duty of the Chairman of the Board, who shall be supported by the Company Secretary to organize the evaluation process and accordingly conclude the steps required to be taken. The evaluation process will be used constructively as a system to improve the directors' and committees' effectiveness, to maximize their strength and to tackle their shortcomings.

The Board of Directors shall undertake the following activities on an annual basis:
  • The Chairman of the Company shall meet with each and every director individually to discuss his / her performance throughout the year.
  • Review performance evaluation reports submitted by the Chairperson of various committees along with their suggestions on improving the effectiveness of the committee. Also, the requirement of establishing any new committees shall be reviewed by the Board on an annual basis.
  • Review the various strategies of the Company and accordingly set the performance objectives for directors, in consistency with varying nature and requirements of Company's business.
  • The Board as a whole shall discuss and analyze its own performance during the year together with suggestions for improvement thereon, pursuant to the performance objectives.
  • In conformity with the requirement of the Act, the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

    RESPONSIBILTY OF INDEPENDENT DIRECTORS

    Independent Directors shall evaluate the performance of non -independent directors and board as a whole. The independent directors of the Company shall hold at least one meeting in a year to review the performance of the non-independent directors, performance of chairperson of the Company and board as a whole, taking into account the views of executive directors and non-executive directors.

    EVALUATION FACTORS

    The Board of Directors shall pay regards to the following parameters for the purpose of evaluating the performance of a particular director:
    In respect of each of the evaluation factors, various aspects have been provided to assist with the evaluation process in respect of performance of independent directors, non-independent directors, other employees of the Company and committees of directors separately, as, such evaluation factors may vary in accordance with their respective functions and duties.

    INDEPENDENT DIRECTORS


    NON –INDEPENDENT DIRECTORS / EXECUTIVE DIRECTORS


    COMMITTEES OF BOARD

    The Board has constituted the following committees:
       1. Audit Committee;
       2. Stakeholders Relationship Committee;
       3. Nomination and Remuneration Committee;
       4. Corporate Social Responsibilities Committee For evaluating the performance of each committee, the Board of Directors shall pay regards to the following aspects:

    COMPANY SECRETARY


    OTHER KEY MANAGERIAL PERSONNEL AND SENIOR EMPLOYEES


    REMUNERATION

    The Company aspires to pay performance linked remuneration to its directors, key managerial personnel and other senior employees. For this reason, based on the fore-stated criteria of evaluation of performance of directors (independent as well as non-independent directors), Company Secretary and other Key Managerial Personnel and senior employees, their remuneration shall be determined and reviewed from time to time.

    REVIEW

    Subject to the approval of Board of Directors, the "Nomination and Remuneration Committee" reserves its right to review and amend this Policy, if required, to ascertain its appropriateness as per the needs of the Company. The Policy may be amended by passing a resolution at a meeting of the Nomination and Remuneration Committee.

    DISCLOSURE

    In accordance with the requirement under the Companies Act, 2013, Rules made thereunder and Listing Agreement, disclosures will be made in the Board Report regarding the manner in which the performance evaluation has been done by the Board of Directors of its own performance, performance of various Committees of Directors and individual Directors.

    The Company shall disclose the evaluation criteria in its Annual Report.

    Nomination Remuneration Policy

    Zenlabs Ethica Limited Formerly known as (Neelkanth Technologies Limited)

    NOMINATION AND REMUNERATION POLICY
    This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and as per regulation 19 of SEBI (LODR) Regulation, 2015, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.

    DEFINITIONS:

    "Remuneration" means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;
    "Key Managerial Personnel" means:    i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;
       ii. Chief Financial Officer;
       iii. Company Secretary; and
       iv. Such other officer as may be prescribed.

    "Senior Managerial Personnel" mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.

    OBJECTIVE:

    The objective of the policy is to ensure that

    ROLE OF THE COMMITTEE:

    The role of the NRC will be the following:

    APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

       a). The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company's Policy.

       b). A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

       c). The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

    TERM / TENURE

       a) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

       b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.
    No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
    At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

    EVALUATION

    The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.

    REMOVAL

    The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.

    RETIREMENT

    The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

    POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

  • Remuneration to Key Managerial Personnel and Senior Management:
  •    a) The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

       b) The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

       c) The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

    IMPLEMENTATION



    Policy on Continuos Disclosure

    NEELKANTH TECHNOLOGIES LIMITED POLICY ON DETERMINATION OF MATERIALITY OF EVENTS/INFORMATION

    INTRODUCTION

    This Policy is called “Neelkanth Technologies Limited ” – Policy for determination of materiality of events/information”  (hereinafter  referred  to  as  “this  Policy”)  and  shall  be  effective  from 1st  December, 2015 (“Effective Date”).
    In terms of the Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Regulations”), Neelkanth Technologies Limited (hereinafter referred to as “the Company”) is required to frame a Policy for determination of materiality of events/information.
    This Policy for determination of materiality of events/information aims at:

    MEANINGS OF TERMS USED:

    A.“Act”  means  the  Companies  Act,  2013  including  the  rules,  schedules,  clarifications  and guidelines issued by the Ministry of Corporate Affairs from time to time;

    b. “Board” refers to the Board of Directors of Neelkanth Technologies Limited;
    c.   “Company” refers to Neelkanth Technologies Limited pursuant to this policy, having its
    Registered Office at Plot No.194 – 195, 3rd Floor, Industrial Area, Phase II, Ram Darbar, Chandigarh - 160002

    d. “Listing Regulations” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
    e. ‘’Schedule” means a scheduleannexed to Listing Regulations;
    f.   “Stock Exchange” means a recognized stock exchange as defined under clause (f) of section 2 of the Securities Contracts (Regulation) Act, 1956; and
    g.   “Subsidiary(s)” shall mean subsidiaries of the Company as defined under the Act.
    Words, terms and expressions used and not defined in these Listing Regulations will have the same meaning as contained in (i) the Act, (ii) Securities Exchange Board of India Act, 1992, as may be modified from time to time.

    POLICY AND PROCEDURES

    MATERIALITY THRESHOLDS:

    As stated above, in terms of the Regulation 30 of the Regulations, the Company is required to make disclosures of any events or information which, in the opinion of the Board of the Company, is material. Further, the events specified in Para A of Part A of Schedule III are deemed to be material events and the Company is mandatorily required to make disclosure of such events. The Company is required to make disclosure of events specified in Para B of Part A of Schedule III, based on application of the guidelines for materiality as set out in this Policy.

    In this context, the following has been approved and adopted by the Board by passing the circular resolution dt. December 24, 2015, with the objective of determining materiality of events.

    1.  The events specified in Para A of Part A of Schedule III of the Regulations and as set out in Annexure I to this Policy shall be disclosed by the Company as applicable from time-to-time and in a manner as set out in the Regulations and this Policy.

    2.  For disclosing the events specified in Para B of Part A of Schedule III, the Company shall consider the following criteria for determination of materiality of an event/information:

    a. the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or

    b. the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date.

    c. Where it would be difficult to report any event including events specified in Para B of Part of Schedule III and set out in Annexure II to this Policy, based on qualitative criteria as stated in points a) and b) above, the same may be considered material for disclosure, upon meeting materiality thresholds as mentioned herein below:

    i.    For events specified in Annexure II of this Policy, if the impact of the occurrence of such an event would exceed 5% of the gross standalone turnover of the Company, in the immediately preceding accounting year.

    For events specified in Annexure II of this Policy with respect to a Subsidiary of the Company, if the impact of the occurrence of such an event would exceed 5% of the gross consolidated turnover of the Company, in the immediately preceding accounting year.
    d. in case where the criteria specified in sub-clauses a to c are not applicable, an event/information may be treated as being material if in the opinion of the Board and/or the Managing Director and the CFO of the Company, the event/information is considered material.
    e.   Following shall be the additional considerations in determining the materiality thresholds as stated above:
    materiality to be assessed at the level of each individual disclosure requirement and, where relevant, on an aggregate basis; and
    additional considerations to be taken into account by the Company when they are considered as plausible and objectively reasonable.
    3.  As specified in Para C of Part A of Schedule III of the Regulations, the Company shall promptly disclose any other information/event viz., major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the financial statements of the Company and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities.
    DISCLOSURE OF EVENTS / INFORMATION:
    Any event required to be reported under Regulation 30 of the Regulations shall be informed to the Managing Director or Chief Financial Officer of the Company on an immediate basis with adequate supporting data or information to facilitate a prompt and appropriate disclosure. Any other event, even if not covered under the Regulations but is potentially of price sensitive nature, must also be informed, for further evaluation to the Chief Financial Officer. The process of disclosure shall be in line with the process set out under the “CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION”.
    The Managing Director and the Chief Financial Officer of the Company shall severally be responsible and authorised for ascertaining the materiality of events considering its nature and its disclosure after taking into consideration the various provisions of the Regulations and this Policy.
    The contact details of the persons authorized to determine materiality of events under this policy are as follows:


    Mr. Sanjeev Kumar
    Managing Director/ CEO
    NEELKANTH TECHNOLOGIES LIMITED 
    Add: Plot No.194 – 195, 3rd Floor, Industrial Area, Phase II, Ram Darbar,
    Chandigarh - 160002
    Email Id: preetremedies@gmail.com 
    Contact: 0172-4651105

    Mr. Satish Kumar
    Director /CFO
    NEELKANTH TECHNOLOGIES LIMITED 
    Add: Plot No.194 – 195, 3rd Floor, Industrial Area, Phase II, Ram Darbar,
    Chandigarh - 160002
    Email Id: preetremedies@gmail.com 
    Contact: 0172-4651105

    The Managing Director of the Company shall severally be responsible and authorized for dissemination of such events and information in accordance with provisions of the Regulations or any other law as may be applicable.
    The Company shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and in accordance with the provisions of the Regulations, as may be amended from time to time.
    The disclosures made under the Regulations shall be hosted on the website of the Company (www.zenlabsindia.com/) and simultaneously communicated to the Stock Exchanges in the permitted mode. All disclosures shall be available on the website of the Company for a period of 5 years in accordance with the Archival Policy of the Company.

    AMENDMENTS TO THE POLICY


    The Company is committed to continuously reviewing and updating our policies and procedures. Therefore, this policy is subject to modification. Any amendment of any provision of this policy must be approved in writing by the Company’s Board and promptly disclosed on the Company’s website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment.
    ANNEXURE I: PARA A OF PART A OF SCHEDULE III OF THE REGULATIONS:
    Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30):

    1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring.

    Explanation.- For the purpose of this sub-para, the word 'acquisition' shall mean,- i.    Acquiring control, whether directly or indirectly; or,
    ii.    acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that -
    a.   the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or;
    b. there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.

    1. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
    1. Revision in Rating(s).
    1. Outcome  of  Meetings  of  the  board  of  directors:  The  listed  entity  shall  disclose  to  the Exchange(s), within 30 minutes of the closure of the meeting, held to consider the following:
      1. dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
      1. any cancellation of dividend with reasons thereof;
      1. the decision on buyback of securities;
      1.   the decision with respect to fund raising proposed to be undertaken
      1.   increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
      1.  reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
      1.   short particulars of any other alterations of capital, including calls;
      1.   financial results;
      1. decision on voluntary delisting by the listed entity from stock exchange(s).
    1. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.
    1. Fraud/defaults by promoter or key managerial personnel or by listed entity or arrest of key managerial personnel or promoter.
    1. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, ChiefFinancial Officer , Company Secretary etc.), Auditor and Compliance Officer.
    1. Appointment or discontinuation of share transfer agent.
    1. Corporate debt restructuring.
    1. One time settlement with a bank.
    1. Reference to BIFR and winding-up petition filed by any party / creditors.
    1. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.
    1. Proceedings of Annual and extraordinary general meetings of the listed entity.
    1. Amendments to memorandum and articles of association of listed entity, in brief.
    1. Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors.

    ANNEXURE II:
    Illustrative list of events which shall be disclosed upon application of the guidelines for materiality:

    1. Commencement  or  any  postponement  in  the  date  of  commencement  of  commercial production or commercial operations of any unit/division.
    1. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal).
    1. Capacity addition or product launch.
    1. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
    1. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof.
    1. Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.
    1. Effect(s) arising out of change in the regulatory framework applicable to the listed entity.
    1. Litigation(s) / dispute(s) / regulatory action(s) with impact.
    1. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity.
    1. Options to purchase securities including any ESOP/ESPS Scheme.
    1. Giving of guarantees or indemnity or becoming a surety for any third party.
    1. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

    RTA POLICY

    POLICY ON RELATED PARTY TRANSACTIONS

      Scope and purpose of the policy:

    The Board of Directors (the Board) of “Zenlabs Ethica Limited (Formerly known as Neelkanth Technologies Limited” (the Company) has adopted this policy and procedures with regards to Related Party Transaction in line with the requirement of Section 188 of the Companies Act, 2013.
    In view of the various circulars and clarifications issued by the Ministry of Corporate Affairs and the Stock Exchanges from time to time and pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 notified on September 2, 2015 (“SEBI LODR”), the Board of Directors has, on the recommendation of the Audit Committee, adopted the following policy and procedures with regard to Related Party Transactions.

      OBJECTIVE OF THE POLICY

    The objective of this Policy is to set out (a) the materiality thresholds for related party transactions and; (b) the manner of dealing with the transactions between the Company and its related parties based on the Act, SEBI LODR and any other laws and regulations as may be applicable to the Company.

      DEFINITIONS

    1.  “Audit Committee” means the Audit Committee of Board of Directors of the Company constituted under provisions of SEBI LODR and the Act.
    1. “Arm’s Length Transaction” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.
    1. “Board of Directors” or “Board” means the Board of Directors of the Company, as constituted from time to time.
    1. “Material Related Party Transaction” means a transaction with a Related Party which is material in terms of the provisions of the Act and SEBI LODR, as amended from time to time.

    1. Ordinary course of business” would include usual transactions, customs and practices undertaken by the Company to conduct its business operations and activities and all such activities which the Company can undertake as per its Memorandum & Articles of Association.
    1. “Related Party” means a related party as defined under the Companies Act, 2013 or Rules made thereunder and SEBI LODR, as amended from time to time.
    1. “Related Party Transaction” (RPT) shall mean such transactions as specified under Section 188 of the Act or rules made thereunder and under Regulation 2(1)(ZC) of SEBI LODR, as amended from time to time.

      MATERIALITY THRESHOLDS

    A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company.

       MANNER OF DEALING WITH RELATED PARTY TRANSACTIONS

    Related Party Transactions are prohibited, unless prior approval is taken from the Audit Committee and/or the Board of Directors of the Company in accordance with this policy. In dealing with Related Party Transactions, the Company will follow the following approach:

    a)  Identification of related parties

    All Directors are responsible for informing the Company of their interest as under (including interest of their Relatives) in other companies, firms or concerns at the time of appointment, at the beginning of every financial year and within 30 days of any change in such interest during the year:

    1.  Names of his/her Relatives;
    2.  Partnership firms in which he/she or his/her Relative is
    a partner;


    3.  Private Companies in which he/she or his/her Relative is a  
    member or a Director;

    4.  Public Companies in which he/she is a Director and holds along with his/her Relatives more than 2% of paid up share capital;

    5.  Any Body Corporate whose Board of Directors, Managing
    Director or Manager is accustomed to act in accordance with his/her advice, directions or instructions; and

    6.  Persons on   whose  advice,  directions or  instructions, he/she is accustomed to act (other than advice, directions or instructions obtained from a person in professional capacity).

    Every Key Managerial Personnel (KMP) of the Company will be responsible for providing a declaration containing the following information to the Company Secretary on an annual basis and whenever there is a change in the information provided:

    1.  Names of his/her Relatives;
    2.  Partnership firms in which he/she or his/her Relative is
    a partner;

    In addition, all Directors, KMPs, officers authorised to enter into contracts/arrangements will be responsible for providing prior Notice to the Company of any potential Related Party Transaction, including any additional information about the transaction that the Audit Committee/Board may request. The Board shall record the disclosure of interest and the Audit Committee will determine whether the transaction is in the ordinary course of business and on an arm’s length basis.

    Besides the above, the Company will also identify other Related Parties as required under the Companies Act, 2013 and Rules thereunder and the SEBI LODR as may be applicable.

    c)  Procedure for approval of Related Party Transactions:
    I. Approval of the Audit Committee
    (1)   In  compliance  with  the  statutory requirements, the Audit Committee of the Company at its first meeting held after April 1, 2015 i.e. on May 30, 2015 had approved a list of all ongoing related party transactions/contracts/arrangements as of April 1, 2014.

    (2)   All Related Party Transactions shall be subject to the prior approval of the Audit Committee whether at a meeting or by resolution by circulation or any other manner as provided by the Act or Rules made thereunder.

    (3)   Where  the  Company  enters  into  a contract/transactions with  a related  party,  which  stipulates  details  of  every  transaction  like nature of the transaction, period of transaction, contract price or methodology of price determination/variation, if any, maximum amount of transaction, credit terms etc., prior approval once given by the Audit Committee would suffice and Audit Committee would only note the transactions that are entered into pursuant to such master agreement and such transactions will not require any additional approval of the Audit Committee.

    (4)   Any modification to existing Related Party Transactions as per provisions of Section 177 of the Act.

    The Audit Committee shall specify the criteria as stipulated in Rule 6A of Companies (Meeting of Board and its Powers) Rule, 2014 for making the omnibus approval.

    (5)   The Audit Committee shall consider the following factors while specifying the criteria for making omnibus approval, namely:

    (a) Repetitiveness of the transactions (in past or in future);
    (b) Justification for the need of omnibus approval.
    (c) The need for omnibus approval for transactions of repetitive nature and that such approval is in the interest of the company.

    (6)   The omnibus approval shall contain or indicate the
    following:

    a)     Name of the related parties;
    b)    Nature and duration of the transaction;
    c)     Maximum amount of transaction that can be
    entered into;
    d)    The indicative base price or current contracted price and the formula for variation in the price, if any; and

    e)     Any other information relevant or important for the
    Audit Committee to take a decision on the proposed transaction:

    Provided that where the need for related party transaction cannot be foreseen   and   aforesaid   details   are   not   available,   the   Audit Committee may make omnibus approval for such transactions subject to their value not exceeding Rupees one crore per transaction.

    (7)   Omnibus approval shall be valid for a period not exceeding one financial year and shall require fresh approval after the expiry of such financial year. However, the Committee shall review, on a quarterly basis, the details of Related Party Transactions entered into by the company pursuant to each of the omnibus approval given.

    (8)   Omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company.

    (9)    Any other conditions as the Audit Committee may deem
    fit.

    (10) A member of the Committee who has a potential interest in any Related Party Transaction will not remain present at the meeting when such Related Party Transaction is considered.

    II.     Approval of the Board of Directors of the Company

    a) As per the provisions of Section 188 of the Act, all kinds of Transactions specified under the said Section and which are not in the ordinary course of business and at arm’s length basis, shall be placed before the Board for its approval.

    b) In addition to the above, the following kinds of transactions with related parties are also placed before the Board for its approval:

    Transactions which may be in the ordinary course of business and at  arm’s  length  basis,  but  which exceed the  limits  prescribed under the Act and Rules thereunder from time to time (i.e. value threshold and/or  other  parameters)  require  Board  approval  in addition to Audit Committee approval;


    Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board for approval;

    Transactions which are in the ordinary course of business and at arm’s length basis, but which in Audit Committee’s view requires Board approval;

    Transactions meeting the materiality thresholds laid
    down Clause 5  of  the  Policy,  which  are  intended  to 
    be placed  before  the shareholders for approval.

    c) Where any director is interested in any Related Party Transaction, such director will not remain present at the meeting when such Related Party Transaction is considered.

    While assessing a proposal put up before the Audit Committee/Board for approval, the Audit Committee/Board may review the following documents/ seek the following information from the management in order to determine if the transaction is in the ordinary course of business and at arm’s length or not:

    Nature of the transaction i.e. details of goods or property to be acquired/transferred or services to be rendered/availed - including description of functions to be performed, risks to be assumed and assets to be employed under the proposed transaction;
    Key terms (such as price and other commercial compensation contemplated under the arrangement) of the proposed transaction, including value and quantum;

    Key covenants (non-commercial) as per the draft of the proposed agreement/ contract to be entered into for such transaction;
    Special terms covered/to be covered in separate letters or undertakings or any other special or sub-arrangement forming part of a composite transaction;

    Benchmarking information that may have a bearing on the arm’s length basis analysis, such as :

    -    market analysis, research report, industry trends, business strategies, financial forecasts, etc.;

    -    Third   party   comparables,   valuation   reports,   price   publications including stock exchange and commodity market quotations;

    -    Management assessment of pricing terms and business justification for the proposed transaction;

    -     Comparative analysis, if any, of other such transaction entered into by the company.

    In determining whether approval needs to be accorded to a
    Related Party Transaction, the Audit Committee/Board will consider the following factors:

    whether the terms of the Related Party Transaction are fair to the Company and would apply on the same basis as if the transaction did not involve a Related Party;
    whether there are any compelling business reasons for the Company to enter into the Related Party Transaction and the nature of alternative transactions, if any;

    Whether the Related Party Transaction would impair the independence of an otherwise Independent Director;

     Whether  the  Related  Party  Transaction  would  present  a  conflict  of interest for any Director or KMP of the Company, taking into account the size of the transaction, the overall interest of the Director, KMP or other Related Party, the direct or indirect nature of the Director’s, KMP’s or other Related Party’s interest in the transaction and the ongoing nature of any proposed relationship and any other factors the Board/ Audit Committee deem fit to consider.

    d)  The agenda of the Board meeting at which resolution is proposed to be moved shall disclose:

    1. The name of the related party and nature of  relationship;
    1.                                                                                          The nature, duration of the contract and particulars of  the contract or arrangement;

    1. The material terms of the contact or arrangement

            including the value if any;

    (iv)    Any advance paid or received for the contact or arrangement, if any;

    (v)     The  manner  of  determining  pricing  and  other  commercial terms, both included as part of contact and not considered as part of the contact;

    (vi)   Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and

    (vii)             Any other information relevant or important for the
    Board to take a decision on the proposed transaction

      Disclosures

    The Company will disclose the Policy on dealing with RPT’s on its website www.zenlabsindia.com and provide a weblink thereto in the Annual Report.

      AMENDMENT TO THE POLICY

    Going forward, the Audit Committee would review and amend the Policy, as and when required, subject to the approval of the Board. The Board may also establish further rules and procedures, from time to time, to give effect to this Policy.


    Whistle Blower Policy

    Zenlabs Ethica Limited (Formerly known as Neelkanth Technologies Limited

    Whistle Blower Policy


    1.      INTRODUCTION

    Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and as per regulation 22 of SEBI (LODR) Regulation, 2015, mandates the Company to constitute a vigil mechanism called the ‘Whistle Blower Policy’ for Whistle Blower to report concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

     

    2.      DEFINITIONS

                              

    “Act” means the Companies Act, 2013

    “Audit  Committee”  means  Committee  constituted  by  the  Board  of  Directors  of  the Company in accordance with section 177 of the Companies Act, 2013 and as per regulation 22 of SEBI (LODR) Regulation, 2015.

    “Company” means Zenlabs Ethica Limited (Formerly known as Neelkanth Technologies Limited) its associate Companies, if any.

    “Designated Officer” means Company Secretary of the Company.

    “Employee” means every employee of the Company (whether working in India or abroad),.

    “Policy” means the Whistle Blower Policy.

    “Protected Disclosure(s) means any communication made in good faith that discloses or demonstrates information that may evidence any Wrongful Act

    Rules” means the Companies (Meeting of Board and its Powers) Rules, 2014.

    “Whistle Blower” means stakeholder(s) (including directors of the Company, individual employee(s) & their representative bodies, vendors and suppliers) who makes a Protected Disclosure under this Policy.

    “Whistle Blower Committee” means committee constituted by the Company consisting of at least three members viz: Managing Director, Chief Financial Officer and HR-Head.

    Wrongful  Act”  means  any  illegal  or  unethical  practice,  unethical  behaviour,  actual  or
    suspected, fraud or violation of the Company’s code of conduct or ethics policy

    Exceptional Circumstances/ Exceptional Nature” The Protected Disclosure that  is against the member(s) of the Whistle Blower Committee, the Designated Officer or employees and officers of the Company who occupy designations that are superior/ senior to that of the Designated Officer/ members of the Whistle Blower Committee.


    3.      OBJECTIVE                      

    The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business  operations.  To maintain these standards, the Company encourages Whistle Blowers who have concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy to come forward and express these concerns without fear of punishment or unfair treatment. The Vigil (Whistle Blower) mechanism provides a channel to the Whistle Blower to report to the Audit Committee concerns about illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of a Whistle Blower to avail  of  the  mechanism  and  also  provide  for  direct  access  to  the  Chairman  of  Audit Committee for the purpose in exceptional cases.

    This Policy does not absolve Whistle Blowers from their duty of confidentiality in the course of their work nor does it permit them to raise malicious or unfounded allegations arising out of a personal situation

    4.       ELIGIBILITY

    All stakeholders (including directors, individual employee(s) & their representative bodies,
    vendors and suppliers) are eligible to make Protected Disclosures under this Policy.

    This Policy is adopted by Board of Directors in their Meeting held on December 8, 2015.

    5.      SCOPE          

    The Whistle Blower may report or raise any concern which he/ she believe is Wrongful Act. Any allegation which falls within the scope of the Policy will be seriously considered and investigated.

    These concerns would include but are not restricted to:-

    Ø  Fraud;
    Ø  Financial malpractice;
    Ø  Failure to comply with applicable legal requirements or Company policy;
    Ø  Improper conduct or unethical behaviour, including breach of the Company’s code of
    conduct, business integrity or ethics;
    Ø  Attempts to conceal any material facts or misrepresentation;
    Ø  Negligence  causing  substantial  and  specific  danger  to  public  health,  safety  or environment;
    Ø  Any unlawful act whether criminal/civil;
    Ø  Colluding with third parties/associates to exploit or cause harm to the company; and
    Ø  Breach of terms and conditions of employment and rules thereof;
    Ø  Manipulation of company data/ records;
    Ø  Unauthorized use, access or disclosure of confidential/proprietary information;
    Ø  Abuse of authority;
    Ø  Misappropriation or authorised use of Company Funds/assets.

    Whistle Blower should not act on his/ her own in conducting any investigative activities, nor he/ she has a right to participate in any investigative activity other than as requested by the Whistle Blower Committee, Chairman of the Audit Committee or the investigators..

    6.       PROCEDURE  

     Reporting a concern:
    (a)  All  Protected  Disclosures  should  be  addressed  to  the  Designated  Officer  or  in
    Exceptional Circumstances to the Chairman of the Audit Committee.

    The contact details of the Designated Officer are:

    Compliance officer
    E-mail ID - ?????????????????????????????????

     (b)  Protected Disclosures should be reported through email to Designated Officer and only through letter in writing to Chairman of Audit Committee, as the case may be. It should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the Whistle Blower, so as to ensure a clear understanding of the issues raised.

    (c) The Whistle Blower should endeavour to make the Protected Disclosure, as soon as possible, after the Whistle Blower becomes aware of the illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

    (d) The Protected Disclosure should be submitted under a covering letter signed by the Whistle Blower in a closed and secured envelope and should be superscribed as “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism” or sent through email with the subject “Protected Disclosure under the Whistle Blower Policy/ Vigil Mechanism”. If the Protected Disclosure is not superscribed and closed as mentioned  above,  the  Protected  Disclosure  will  be  dealt  with  as  if  it  is  a  normal disclosure

    (e) If a Protected Disclosure is received by any executive of the Company other than Designated Officer or Chairman of the Audit Committee, the same should be forwarded to the Designated Officer or Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistle Blower confidential.

    (f)   The covering letter should disclose the name and address of the Whistle Blower.

    (g)  In order to protect the identity of the Whistle Blower, the Designated Officer/ Chairman of the Audit Committee will not issue any acknowledgement to the Whistle Blower and Whistle Blower is advised not to write his/ her name/ address on the envelope nor enter


    into any further correspondence with the Designated Officer or Chairman of the Audit
    Committee.

    (h)  Anonymous disclosures may also be entertained in the manner set out in Paragraph 10 below.

    (i)    The Protected Disclosure shall contain factual details and should not be speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

    (j)    After receipt of the Protected Disclosure by the Designated Officer, he/ she shall forward the Disclosure received to the Whistle Blower Committee. At least two members shall form the quorum of the Whistle Blower Committee.

    (k)  On receipt of a Protected Disclosure, the Whistle Blower Committee or the Chairman of the Audit Committee or any person authorised by the Chairman of the Audit Committee on his behalf, as the case may be, shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

    (l)    All  Protected  Disclosures  should  be  addressed  to  the  Designated  Officer,  or  to  the Chairman of the Audit Committee in Exceptional Circumstances. In the event the Designated Officer or the Whistle Blower Committee is of the opinion that the Protected Disclosure is of an Exceptional Nature, the Designated Officer or the Whistle Blower Committee may forward the Protected Disclosure to the Chairman of the Audit Committee for further action.

    7.       INVESTIGATION

    (a)  All Protected Disclosures under this Policy will be recorded and thoroughly investigated.
    The Whistle Blower Committee will be responsible for the investigation of Protected Disclosures made to them and the Chairman of the Audit Committee or any person or persons  authorised  by  Chairman  shall  be  responsible  for  the  investigation  of  the Protected Disclosures made to the Chairman of the Audit Committee.

    (b) The Whistle Blower Committee/ Chairman of the Audit Committee will carry out an investigation either himself/herself or may authorise any other Officer of the Company/ committee constituted for the same or an outside person(s) or an outside agency.

    Investigations will be launched after a preliminary review, which establishes that the alleged act constitutes illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

    (c)  Delinquents will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

    (d)  The identity of the delinquent and the Whistle Blowers shall be kept confidential by the persons involved in the investigation, to the extent possible, subject to applicable laws

    (e)  The  Chairman  of  the  Audit  Committee  or  the  Whistle  Blower  Committee  or  any person(s)  /  agency  authorised  by  them,  as  the  case  may  be,  may  call  for  further


    information or particulars from the Whistle Blower, the delinquent or any other person if it deems appropriate

    (f) Based on the investigation conducted, a report on the Protected Disclosure, which establishes the culpability or lack thereof of the delinquent shall be prepared by the Whistle Blower Committee or the Chairman of the Audit Committee or the person(s) / agency conducting the investigation,  as the case may be. The investigation shall be completed and the report shall be prepared within 60 days of the receipt of the Protected Disclosure. The Audit Committee may at its discretion extend this time period.

    (g) The Whistle Blower Committee or the Chairman of the Audit Committee or any person(s)/ agency authorised by Whistle Blower Committee/ the Chairman of the Audit Committee shall make a written record of the Protected Disclosure. The record shall include facts of the matter, comparative with previous complaints and outcomes, recommended disciplinary action etc

    (h)  Unless  there  are  compelling  reasons  not  to  do  so,  delinquents  will  be  given  the opportunity to respond to material findings contained in an investigation report. The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process

    (i)  Any member of the Audit Committee or the Whistle Blower Committee or other officer having any conflict of interest in relation to a Protected Disclosure shall disclose his/her concern /interest forthwith and shall not deal with the Protected Disclosure.

    (j)  The delinquent and directors, other employees and stakeholders, vendor, supplier shall co-operate with the investigation.

    (k)  The delinquent shall not interfere with the investigation. Further, no evidence shall be withheld, destroyed or tampered and no witnesses shall be influenced, tutored, threatened or intimidated by the delinquent or any other person, prior to or during or after the investigation.

    8.      DECISION AND REPORTING

    (a)    Any disciplinary or corrective action initiated against the delinquent as a result of the findings  of  an  investigation  pursuant  to  this  Policy  shall  adhere  to  the  applicable personnel or staff conduct and disciplinary procedures.

    (b)     A  quarterly  report  with  number  of  complaints  received  under  this  Policy and  their outcome shall be placed before the Audit Committee and the Board.

    9.      HARASSMENT OR VICTIMISATION

    (a)      No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this Policy. Protection will be given to Whistle Blower against any unfair practice including but not limited to  retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion or any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/ functions including


    making further disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Disclosure.

    (b)      The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Any Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

    (c)      The Whistle Blower, the Chairman of the Audit Committee or any person(s) / agency authorised by Chairman of the Audit Committee, the Whistle Blower Committee , the Designated Officer, the investigator and everyone involved in the process shall:

    (i)  maintain complete confidentiality/ secrecy of the matter;
    (ii) not discuss the matter in any informal/social gatherings/ meetings;
    (iii)discuss  only to  the extent  or with  the  persons  required  for  the purpose of completing the process and investigation;
    (iv)not  keep  the  papers  relating  to  Protected  Disclosure  or  the  investigation unattended anywhere at any time;
    (v) keep the electronic mails/files under password;
    (vi)if anyone is found not complying with the above, he/ she shall be held liable for disciplinary action;

    (d)      If a Whistle Blower faces any retaliatory action or threat as a result of making a Protected Disclosure he/ she may immediately write to the Chairman of the Audit Committee who will recommend appropriate steps to protect the Whistle Blower from such retaliatory action and ensure implementation of such steps for the protection of the Whistle Blower.

    10.    ANONYMOUS ALLEGATIONS      

    This Policy encourages a Whistle Blower to put his / her  name to allegations. However, a Whistle Blower may raise concerns anonymously. Concerns expressed anonymously may be evaluated by the Whistle Blower Committee or the Audit Committee for investigation at its discretion. In exercising this discretion, the factors to be taken into account will include:

    Ø   The seriousness of the issues raised;
    Ø   The credibility of the concern; and
    Ø   The likelihood of confirming the allegation from attributable sources.

    11.     UNTRUE ALLEGATIONS

    (a)    In making a Disclosure, the Whistle Blower should exercise due care to ensure the accuracy of the information. If stakeholders (including directors, individual Employee(s) & their representative bodies, vendor and supplier) makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. If however, a Whistle Blower makes malicious or vexatious allegations, and particularly if he or she persists with making them despite the outcome of the investigation, the Audit Committee may recommend action against the Whistle Blower.

    (b)     Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently  found  to  be  mala  fide,  frivolous,  baseless,  malicious,  or  reported

    otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

    12.     OBLIGATIONS OF WHISTLE BLOWERS      

    The obligations of the Whistle Blowers shall include the following:

    (a)      Promptly reporting any illegal or unethical practices, unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy in time. Delay in reporting may lead to loss of evidence and also financial loss for the Company.
    (b)      Although they are not required to provide proof, the Whistle Blowers must have sufficient cause for concern and submit evidence, to which they may have access, when called for.
    (c)      Avoid anonymity when raising a concern.
    (d)      Follow the procedures prescribed in this Policy for making a Disclosure. (e)          Co-operate with investigators in maintaining full confidentiality

    13.     RETENTION OF RECORDS

    All Disclosures in writing as well as all documents related to any investigation and the results of the investigation relating thereto shall be retained for a period of 7 years.

    14.     INFORMATION DISSEMINATION

    The details of establishment of such mechanism shall be disclosed by the Company on its
    website and in the Board’s report.

    5.    REVIEW OF THE POLICY 

    The Board shall review the Policy from time to time based on the changing needs and make suitable modifications as may be necessary. The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.

    In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities, not being consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc.

    Date: 8th December, 2015

    Place: Chandigarh


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