Code Of Conduct

(In Compliance with Regulation 17&5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

INTRODUCTION

This code of conduct (hereinafter referred to as “the Code”) has been adopted by the Talbros Engineering Limited (hereinafter referred to as “the Company”) in compliance with Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This code of Conduct has been made effective from 09th February, 2016.

The matters covered in this Code are of the utmost importance to the Company, its shareholders and business partners. Further, these are essential so that the Company can conduct its business in accordance with its stated values.

The Code is applicable to the following persons, hereinafter referred to as “the Designated Persons”:

• All members of Board of Directors,
• principal executive officers,
• principal financial officers,
• All head of Departments,
• principal accounting officers or controllers, and
• All professionals serving in the roles of finance, tax, accounting, purchase, treasury, internal audit, financial analyst and investor relations. Further, this includes all disclosure committee members and all members of the senior management of the Company.

CODE OF CONDUCT

Ethical business conduct is critical to Company's business. Accordingly, Designated Persons are expected to read and understand this Code, uphold these standards in day-to-day activities, and comply with all applicable laws; rules and regulations; and all applicable policies and procedures adopted by the Company that govern the conduct of its employees.

Because the principles described in this Code are general in nature, Designated Persons should also review the Company's other applicable policies and procedures for more specific

instruction. They may contact Mr. Ashok Kumar at ashok@talbrosaxles.com if they have any questions.

Nothing in this Code, in any Company policies and procedures, or in other related communications (verbal or written), creates or implies and employment contract or term of employment.

Designated Persons should sign the acknowledgement form at the end of this Code and return the form to the Legal/Secretarial department indicating that they have received, read and understood, and agree to comply with the Code. The signed acknowledgement form will be located in each Officer's personnel files. Each year, as part of their annual review, Designated Persons will be asked to sign an acknowledgement indicating their continued understanding of the Code.

All Designated persons shall not indulge themselves in Insider Trading and shall comply with the Insider Trading Code and Insider Trading Regulations as laid down by SEBI and Company.

All Designated Persons are expected to act in accordance with the highest standards of personal and professional integrity", honesty and ethical conduct, while working on the company's premises, at offsite locations where the Company's business is being conducted, at Company sponsored business and social events, or at any other place where Designated Persons are representing the Company.

The Company considers honest conduct by Designated Persons. The Company considers ethical conduct to be conduct conforming to the accepted professional standards. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. This is discussed in more detail in Section III below.

In all cases, if any Designated Person is unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting Mr. Ashok Kumar at ashok@talbrosaxles.com.

ROLE AND FUNCTION OF INDEPENDENT DIRECTORS

The independent directors:

Shall help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.

• Shall bring an objective view in the evaluation of the performance of board and management.
• Shall scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
• Shall satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible.
• Shall safeguard the interests of all stakeholders, particularly the minority shareholder.
• Shall balance the conflicting interest of the stakeholder.
• Shall determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management.
• Shall moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

DUTIES OF INDEPENDENT DIRECTORS

The independent directors:

Shall undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company.

Shall 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.

•  Shall strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member.
•  Shall participate constructively and actively in the committees of the Board in which they are chairpersons or members.
•  Shall strive to attend the general meetings of the company.
•  Shall 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.
•  Shall keep themselves well informed about the company and the external environment in which it operates.
•  Shall not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.
•  Shall 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.
•  Shall 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.
•  Shall report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy.
•  Shall acting within his authority, assist in protecting the legitimate interests of the company, shareholders and its employees.

Shall 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

CONFLICTS OF INTEREST

A Designated Person's duty to the Company demands that he or she avoids actual and apparent conflicts of interest and discloses actual and apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:

1. Employment/Outside employment : In consideration of employment with the Company, Designated Persons are expected to devote their full attention to the business interests of the Company. Designated Persons are prohibited from engaging in any activity that interferes with their performance or responsibilities to the Company, or is otherwise in conflict with or prejudicial to the Company. Company's policies prohibit Designated Persons from accepting simultaneous employment with suppliers, customers, developers or competitors of the Company, or from taking part in any activity that enhances or supports a competitor's position. Additionally, Designated Persons must disclose to the Board of Directors of the Company, any interest that they have that may conflict with the business of the Company.
2. Outside directorships : It is a conflict of interest to serve as a director of any company that competes with the Company. Designated Persons must first obtain approval from the Board of Directors of the Company before accepting a directorship.
3. Business Interest : If a Designated Person is considering investing in any customer, supplier, developer or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities to the Company. Company's policy requires that Designated Persons first obtain approval from the Company's Board of Directors before making such an investment. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; the Designated Persons ability to influence the Company's decision; his or her access to confidential information's of the Company or of the other company; and the nature of the relationship between the Company and the other company.
4. Related parties : As a general rule, Designated Persons should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Designated Persons must obtain approval from the Board of Directors of the Company before entering in to such activities. Relatives include spouse, siblings, children, parents, grandparents and grandchildrens. The Company discourages the employment of relatives of Designated Persons in positions or assignments within the same department. Further, the Company prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g. an auditing or control relationship, or a supervisor/subordinate relationship).
5. Payments or gifts from others : Under no circumstances Designated Persons accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc., that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commitment of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Before accepting anything of value from an employee of a government entity, please contact the Legal/Secretarial department. Questions regarding whether a particular payment or gift violates this policy are to be directed to Legal/Secretarial department. Gift given by the Company to suppliers or customers, or received from suppliers or customers, should be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in the Company's books and records.

F. Corporate opportunities : Designated Persons can not exploit for their own Personal gain, opportunities that are discovered through the use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Company's Board of Directors and the Board declines to pursue such opportunity.

G. Other situations : Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts, Designated Persons must consult the Company's Board of Directors.

COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS

Designated Persons must comply with all applicable government laws, rules and regulations. Designated Persons must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers, and to know when to seek advice from the Legal/Secretarial department. Violation of applicable governmental laws, rules and regulations made, subject Designated Persons to criminal or civil liability, as well as to disciplinary action by the Company Such violations may also subject the Company to civil or criminal liability or the loss of business.

VIOLATIONS OF THE CODE

Part of a Designated Persons job and of his or her ethical responsibility is to help enforce this Code. Designated Persons should be alert to possible violations and report this to the Legal/Secretarial department and the Designated Persons must cooperate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

Actual violations of law, this Code, or other Company policies or procedures, should be promptly reported to the Legal/Secretarial department.

The Company will take appropriate action against any Designated Persons whose actions are found to violate the Code or any other policy of the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities.

CONSEQUENCES OF NON- COMPLIANCE OF THIS CODE

DISCLOSURE TO THE STOCK EXCHANGE AND PUBLIC

The Company's policy is to provide full, fair, accurate, timely, and understandable disclosure in reports and documents to file with, or submit to the Stock Exchange(s) and other public communications. Accordingly, Designated Persons must ensure that they and others in the

In case of breach of this Code, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary. Any waiver of this Code may be made only by the Board of Directors and must be promptly disclosed to the Company’s shareholders.

Company comply with disclosure controls and procedures, and internal controls for financial reporting.

WAIVERS AND AMENDMENTS OF THE CODE

The Company is committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company's board of directors 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 or waiver.

ANNUAL COMPLIANCE REPORTING

In terms of Regulation 17(5) of SEBI (Listing Obligation & Disclosure Requirements) Regulations,

2015, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year. Compliance Report shall be forwarded to the Company Secretary, in such form and manner as may be prescribed from time to time