Code of Conduct

ZF STEERING GEAR (IDNIA) LIMITED CODE OF CONDUCT

I) Preamble

Regulation 17(5) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") stipulates that the Board of Directors of every listed company shall lay down a code of conduct for all Board Members and Senior Management Personnel of the Company. The ter m “Senior Management” shall mean personnel of the Company who are members of its core management team excluding the Directors of the Company. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.

The Code of Conduct shall be posted on the website of the Company.

Accordingly this Code of Conduct (the Code ) is adopted by the Company.

II) Applicability

All Directors/ Senior Management Personnel shall comply with the Code in letter and sp irit.They are also required to affirm compliance on an annual basis. The Annual Report of the Company shall contain a declaration to this effect signed by the Chief Executive Officer or by the Managing Director.

The Code shall apply to the Independent/ N on-Executive Directors to the extent that it does not conflict with or is prejudicial to the interest of the Company. Subject to the foregoing and in accordance with the following paragraphs, the Independent/ Non-Executive Directors of the Company shall not be precluded from taking up outside assignments/ directorships in other companies.

The Code is applicable to the Company effective December 1, 2015.

III) Objective

With a view to maintain high standards of governance, to induce and recognize the virtues of honesty and accountability and to serve as a guideline for addressing situations involving ethical issues in all spheres of activities of the organization, the following Code is required to be observed.

The Company Secretary of the Company is the "Compliance Officer", for the purposes of this Code. The Compliance Officer will be available to Directors/ Senior Management Personnel to answer queries/ provide clarifications and to assist them comply with the Code.

IV) The Code

Accountability:

The Directors/ Senior Management Personnel shall discharge their duties in good faith and integrity in business judgment and in the best interests of the Company and its stakeholders. They are expected to use their best endeavors and organize the resources for advancing the Company's objectives. They shall act ethically, honestly,diligently and in good faith to protect the Company's properties, brand equity,interest and image. They shall act in good faith, responsibly, with due care,competence and diligence and without allowing their independent judgment to be subordinated. They shall act in the best interests of the Company and fulfill their fiduciary obligations.

Conflict of Interest:

Directors/ Senior Management Personnel shall not engage in any business, relationship or activity, which may be in conflict with the interests of the Company. Notwithstanding anything contain herein, an Independent/ Non-Executive Director shall have the full liberty to prsue his/ her independent professional/ business/ employment activities and/ or to assume office(s) of director/trustee.

Conflicts can arise in many situations. It is not possible to cover every possible conflict situation and at times, it will not be easy to distinguish between proper and improper a ctivity. Set forth are some of the common circumstances that may lead to a conflict of interest, actual or potential: -

They should not engage in any activity/ employment that interferes with the performance or responsibility towards the Company or is otherwise in conflict with or prejudicial to the Company or its interest.

They and their immediate families should generally refrain from investments in such companies/entities whereby their responsibility to the Company is compromised.
They should avoid conducting Company business with a relative or with a firm/company in which a relative/related party is associated in any significant role, unless such "related party transactions" are fully disclosed to the Board of the Company.

Transactions/dealing done on arm‟s length basis shall not be considered to be conflict of interest.

Compliance:

All applicable laws, rules and regulations shall be complied with. In order to assist the Company in promoting lawful and ethical behaviour, any possible violation of laws, rules, regulations or the code of conduct shall be reported to the Board of Directors through the Company Secretary.

Other Directorships:

The Directors must disclose their directorship, committee membership on the Board of other companies and substantial shareholding in other companies to the Board on an ongoing basis.

Confidentiality of Information:

Any information concerning the Company's business, performance, its customers, suppliers, etc., which is not in the public domain and to which the Directors/Senior Management Personnel have access or possesses such information must be considered confidential and held in confidence and should not be disclosed, unless authorized to do so or when disclosure is required under any law.

No Director/Senior Management Personnel shall provide any information either formally or informally,to the press or any other publicity media, unless specifically authorized by the Chairman of the Company as per the p olicies of the Company.

Examples of confidential information include but are not restricted to:

Information not yet released to the public

Unpublished Company strategy

Current or future R&D programs, technical breakthroughs and/or inventions

Investments, planned mergers or acquisitions

Information received from customers or partners

Unpublished Financial data either actual or forecasted

Employee information

Insider Trading:

Director/ Senior Management Personnel shall not derive benefit or assist others to derive benefit by giving investment advice based on unpublished price sensitive information (defined in the SEBI (Prohibition of Insider Trading) Regulations, 2015) ("Insider Regulations") about the Company and therefore constituting insider information. All Directors/ Senior Management Personnel shall comply with the Insider Regulations and the Code of Conduct adopted by the Company under the Insider Regulations.

No Director /Senior Management Personnel shall provide any information either formally or informally,to the press or any other publicity media, unless specifically authorized by the Chairman of the Company as per the p olicies of the Company.

Equity:

All attempts should be made to maintain equity and fair justice while dealing on behalf of the Company.

The Directors/ Senior Management Personnel shall be committed to provide a work environment free from unlawful discrimination, harassment and intimidations of any nature. Any kind of harassment and discrimination based on gender, religion, age, sex, national origin and other such characteristics shall be strictly prohibited. They shall strive for maintaining a safe workplace by following safety and health rules and practices.

Consumer/ Investor Focus:

The Directors/Senior Management Personnel shall focus on customer/investor satisfaction. They shall ensure that the communications given are accurate and truthful and do not deliberately omit important facts or shall not attempt and shall not allow communications which are misleading in nature or premature or relate to uncertain event or hapenning.

Team work and Spirit:

The principles of mutual trust, teamwork and spirit shall be appreciated and maintained. Best efforts shall be made to contribute to an environment that builds confidence and empowers people through personal and professional growth. The Directors/Senior Management shall attempt that the teams grow together through collaborative working, skills development, knowledge sharing and learning from each other. Employees being invaluable assets shall be motivated to achieve higher goals.

Corporate Opportunity:

Except as approved by the Board, the Directors/Senior Management Personnel are prohibited from:

Taking any personal opportunities directly or indirectly that belong to the Company or are discovered through the use of Company's property, information or position; and

Using the Company's property, information or position for personal gain/advantage or to cause detriment to the Company unless such use is as per the terms or approval or allowed by the Board.

Notwithstanding anything contained herein, Directors shall have the full liberty to persue his/ her independent professional/ business/ employment activities and/ or to assume office(s) of director/ trustee unless otherwise provided by law or terms of appointment.

Gift & Donations:

No Director/Senior Management Personnel of the Company shall receive or offer, directly or indirectly, any gifts, donations, remuneration, hospitality, illegal payments and comparable benefits, which are intended to obtain business favours. Subject to this clause, nominal gifts of commemorative nature, for special events/achievements or in the course of social relations and normal business courtesies may be accepted/given.

Safeguarding Company's Assets:

The use of Company's assets for illegal or non-ethical business purposes shall be strictly prohibited. Protecting the Company's assets regardless of whether the same is tangible or intangible is the responsibility of each Director/ Senior Management Personnel and or the employees.

Financial Record keeping and reporting:

It is critical to ensure that all transactions are properly identified, analysed and recorded. Regardless of whether a Director/Senior Management Personnel is directly involved in financial reporting or accounting, most come into contact with financial transactions directly or indirectly. All reasonable efforts are expected to ensure that all business records and reports are accurate, complete and reliable..

Duties of Directors:

Without limiting the generality of the duties stated in the Companies Act, 2013 (the Act), the Listing Regulations, the Insider Regulations, and the Code of Conduct adopted under the Insider Regulations and other applicable laws, the duties of a Director are as under:

In terms of Section 166 of the Act, a director shall:

Act in accordance with the Articles of association of the Company;
Act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareholders, the community and for the protection of environment;
Exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment;
Not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company;
Not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates or entity in which he has interest and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company;
Shall not assign his office and any assignment so made shall be void.

Further in terms of para III (Duties) of Schedule IV of the Act, the Independent Directors shall:

Undertake appropriate induction and regularly update and refresh their skills,knowledge and familiarity with the Company;
Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
Strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
Participate constructively and actively in the committees of the Board in which they are chairpersons or members;
Strive to attend the general meetings of the Company;
Where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
Keep themselves well informed about the Company and the external environment in which it operates;
Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;
Ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
Report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy;
Acting within his authority, assist in protecting the legitimate interests of the Company,shareholders and its employees;
Not disclose confidential information,including commercial secrets,technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Notwithstanding anything contained in the Act, an Independent Director or a Non-executive Director (not being promoter or key managerial personnel), shall be held liable, only in respect of such acts of omission or commission by the Company which had occurred with his knowledge, attributable through business processes, and with his consent or connivance or where he had not acted diligently.

Compliance with the Code:

Once every year or upon revision of this Code, every Director/ Senior Management Personnel must acknowledge and execute an understanding of the Code and an affirmation that he/ she has complied with the Code. New Directors/ Senior Management Personnel will sign such a document at the time of joining.

Amendment/ Modification/ Waiver:

This Code may be amended, modified, varied of waived by the Board as may be deemed necessary in the interests of the Company and subject to the provisions of applicable laws, regulations or guidelines. As a general policy, the Board will not grant waiver for compliance of this Code.

Reporting:

While every Director/ Senior Management Personnel has to himself/herself ensure compliance with this Code, any instance of violation or possible violation of this Code by the concerned Director/ Senior Management Personnel or by any other Director/ Senior Management Personnel shall be immediately reported to the Board through the Compliance Officer.

In case of any doubt as to the best course of action, the concerned Director/ Senior Management Personnel should promptly contact the Compliance Officer.