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FEDERAL-MOGUL GOETZE INDIA LIMITED CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

I. Introduction:

This Code of Conduct ("Code") is applicable to the Board of Directors of Federal-Mogul Goetze India Limited ("Company") and all the Senior Management Personnel that is all members of the management one level below the executive director and all functional heads, hereinafter referred to as "specified employees".

The specified employees of the Company acknowledge and accept the scope and extent of our duties. We are entrusted with the responsibility for the oversight of the assets and business affairs of the Company in an honest, fair, diligent and ethical manner. We must act within the bounds of the authority conferred upon us and with the duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders. The Board of Directors has adopted the following Code of Conduct and all the specified employees are expected to adhere to the standards of loyalty, good faith, and the avoidance of conflict of interest that follows:

 

II. Code of Conduct:

(1). A specified employee must act honestly, in good faith and in the best interests of the Company as a whole.

(2). A specified employee has a duty to perform the functions of office and exercise the powers attached to that office with a degree of care and diligence that a reasonable person would exercise if they were in the same circumstances.

(3). A specified employee should consider matters having regard to:

a) Any possible material personal interest he or she may have in the subjectmatter;

b) The amount of information appropriate to properly consider the subject matter; and

c) What is in the best interests of the Company.

(4). A specified employee must recognize that his or her dominant purpose or object must be to serve the interests of the members of the Company as a whole, not the interests of any particular group of Directors, employees or stakeholders or the specified employee's personal or commercial interests. In circumstances of insolvency or near insolvency, the duty to act in the best interests of members is overridden by a duty to act in the best interests of creditors.

(5). A specified employee must not make improper use of information acquired by him to gain a personal advantage or to cause detriment to the Company.

(6). A specified employee must not take improper advantage of his position to gain a personal advantage or to cause detriment to the Company.

(7). A specified employee must not place himself or herself in a position where there is a reasonable possibility of conflict between his or her personal or business interests, the interests of any associated person, or his or her duties to any other company, on the one hand, and the interests of the Company or his or her duties to the Company, on the other hand. The action which a specified employee will be required to take if he or she is faced with an actual or potential conflict of interest or duties in relation to a particular matter being considered by the Company will depend on the nature and circumstances of the conflict and may include any of the following:

a). Fully and frankly informing about the circumstances giving rise to the conflict;

b). In case of Directors abstaining from voting on any motion relating to the matter and absenting himself or herself from all board deliberations relating to the matter; or 

c). Resigning from his position.

If a specified employee believes that he may have a conflict of interest or duty in relation to a particular matter, the specified employee should consult with the Board of Directors.

(8). A Director must bring an enquiring, open and independent mind to Board meetings, listen to the debate on each issue raised, consider the arguments for and against each motion and reach a decision that he or she believes, to be in the best interests of the Company as a whole. (9). An opportunity must be provided for a specified employee to put his or her views on issues before the Management, Board or a Committee, as the case may be. While specified employees must treat each other with courtesy and observe the other rules in this Code, specified employees should be able to engage in vigorous debate on matters of principle.

(10). The specified employees must not disclose the content of discussion at Senior Management meetings, Board meetings or Committee meetings outside appropriate and reasonable circles within the Company with a legitimate interest in the subject of the disclosures, unless that disclosure has been authorized by the Company, or is required by law.

(11). A specified employee generally must not engage in conduct, or make any public statement likely to prejudice the Company's business or likely to harm, defame or otherwise bring discredit upon or disintegrate the Company, fellow employees or staff. A specified employee may make such a statement only if the specified employee believes in good faith that it is in the best interests of the Company as a whole to make such a statement.

(12). A specified employee shall not disclose or allow disclosure to other of any confidential information that are either provided or made available to the specified employees by the Company nor shall use such confidential information for any purpose detrimental to the Company.

(13). A specified employee has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and of the principles of this Code of Conduct and the Code of Conduct and Integrity policies framed by the Company from time to time.

(14). A specified employee has to comply with the Company's Insider Trading Code while trading in the Company's securities at any time.

A specified employee who has concerns regarding compliance with this Code should raise those concerns with the Compliance Officer that is the Company Secretary. In the extremely unlikely event that a waiver of this Code for a specified employee would be in the best interest of the Company, it must be approved by the Board of Directors.

Specified employees will annually affirm compliance with this Code. The Annual Report of the Company will contain a declaration to this effect signed by the Executive Director.

III. Duties of Independent Director as provided in the Companies Act, 2013:

The independent directors shall—

(1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;

(2) 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;

(3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

(4) participate constructively and actively in the committees of the Board in which they are chairpersons or members;

(5) strive to attend the general meetings of the company;

(6) 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;

(7) keep themselves well informed about the company and the external environment in which it operates;

(8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(9) 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;

(10) 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;

(11) report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;

(12) acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees;

(13) 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.