Corporate Governance &

Ethics
BOMBAY DYEING
ADITYA MADDURI
80011314026

CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

BOMBAY DYEING
Bombay Dyeing is the flagship company of the Wadia Group, engaged mainly into the
business of Textiles. Bombay Dyeing is one of India's largest producers of textiles. Its current
chairman is Nusli Wadia.

BOARD OF DIRECTORS

Nusli N. Wadia, Chairman

R. A. Shah

S. S. Kelkar

S. Ragothaman

K. Hirjee

S. M. Palia

Ishaat Hussain

Ness N. Wadia,

Jeh N. Wadia, Managing Director

COMPANY SECRETARY

J. C. Bham

CEO/COOs

Ashok Kaul, Chief Executive Officer (Retail Business)

Debashis Poddar, Chief Executive Officer (Textiles)

Suresh Khurana, Chief Executive Officer (PSF)

CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

VISION
An enterprise that generates sustainable value on the strength of trust and transparency. a
heritage that continues to inspire generations of people across time. a legacy of over 130
years, driven by THE VISION TO EXCEL.

MISSION
To create, maximize and sustain long term shareholder value.

VALUES
Our values have guided our path to success over the last three centuries. These values are the
foundations of our organisational culture and regulate the contours of our day-to-day interaction with
each other. Our values ensure that we govern through a culture of integrity, excellence, respect,
teamwork and trust.

CORPORATE GOVERNENCE
At Bombay Dyeing we have formulated and adhere to a set of strong corporate governance
practices. Our processes, customs, policies are shaped and controlled by certain ethical rules
and regulations.
From these rules and principles of Corporate Governance emerge the pillars of Bombay
Dyeing's governance philosophy; namely trusteeship, transparency, empowerment and
accountability, control and ethical corporate citizenship. We believe that the practice of each
of these leads to the creation of the right corporate culture in which the company is managed
in a manner that fulfills the purpose of Corporate Governance.

CODE OF CONDUCT
At Bombay Dyeing we have formulated and adhere to a set of strong corporate governance
practices. Our processes, customs, policies are shaped and controlled by certain ethical rules
and regulations.
From these rules and principles of Corporate Governance emerge the pillars of Bombay
Dyeing's governance philosophy; namely trusteeship, transparency, empowerment and
accountability, control and ethical corporate citizenship. We believe that the practice of each

CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

of these leads to the creation of the right corporate culture in which the company is managed
in a manner that fulfils the purpose of Corporate Governance.
1. NATIONAL INTEREST
A WADIA Company shall be committed in all its actions to benefit the economic
development of the countries in which it operates and shall not engage in any activity
that would adversely affect such objective. It shall not undertake any project or
activity to the detriment of the Nations interests or those that will have any adverse
impact on the social and cultural life patterns of its citizens. A WADIA Company
shall conduct its business affairs in accordance with the economic development and
foreign policies, objectives and priorities of the Nations government and shall strive
to make a positive contribution to the achievement of such goals at the international,
national and regional level as appropriate.

2. FINANCIAL REPORTING AND RECORDS

A WADIA Company shall prepare and maintain its accounts fairly and accurately in
accordance with the accounting and financial reporting standards which represent the
generally accepted guidelines, principles, standards, laws and regulations of the
country in which the Company conducts its business affairs. Internal accounting and
audit procedures shall fairly and accurately reflect all of the Companys business
transactions and disposition of assets. All required information shall be accessible to
company auditors and other authorised parties and government agencies. There shall
be no wilful omissions of any company transactions from the books and records, no
advance income recognition and no hidden bank account and funds. Any wilful
material misrepresentation of and/or misinformation on the financial accounts and
reports shall be regarded as a violation of the Code apart from inviting appropriate
civil or criminal action under the relevant laws.

3. COMPETITION
A WADIA Company shall fully strive for the establishment and support of a
competitive open market economy in India and abroad and shall co-operate in the
efforts to promote the progressive and judicious liberalisation of trade and investment
by a country. Specifically, a WADIA Company shall not engage in activities which
generate or support the formation of monopolies, dominant market positions, cartels

CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

and similar unfair trade practices. THE BOMBAY DYEING AND

MANUFACTURING COMPANY LIMITED, shall market its products and services
on its own merits and shall not make unfair and misleading statements about
competitors products and services. Any collection of competitive information shall
be made only in the normal course of business and shall be obtained only through
legally permitted sources and means.

4. EQUAL-OPPORTUNITIES EMPLOYER
A WADIA Company shall provide equal opportunities to all its employees and all
qualified applicants for employment without regard to their race, caste, religion,
colour, ancestry, material status, sex, age, nationality, disability and veteran status.
Employees of a WADIA Company shall be treated with dignity and in accordance
with the WADIA policy to maintain a work environment free of sexual harassment,
whether physical, verbal or psychological. Employee policies and practices shall be
administered in a manner that would ensure that in all matters equal opportunity is
provided to those eligible and the decisions are merit-based.

5. GIFTS AND DONATIONS

A WADIA Company and its directors shall neither receive nor offer or make, directly
or indirectly, any illegal payments, remuneration, gifts, donations or comparable
benefits which are intended to or perceived to obtain business or uncompetitive
favours for the conduct of its business. However, a WADIA Company and its
directors may accept and offer nominal gifts which are customarily given and are of
commemorative nature for special events.

6. GOVERNMENT AGENCIES
A WADIA Company and its directors shall not offer or give any company funds or
property as donation to any government agencies or their representatives, directly or
through intermediaries, in order to obtain any favourable performance of official
duties.

7. POLITICAL NON-ALIGMENT
A WADIA Company shall be committed to and support a functioning democratic
constitution and system with a transparent and fair electoral system in India. A
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CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

WADIA Company shall not contribute any amount or amounts, directly or indirectly,
to any specific political party or for any political purpose to any person except in
accordance with and in the manner and within the limits prescribed under the
provisions of applicable laws.

8. HEALTH, SAFETY AND ENVIRONMENT

A WADIA Company shall strive to provide a safe and healthy working environment
and comply, in the conduct of its business affairs, with all regulations regarding the
preservation of the environment of the territory it operates in. A WADIA Company
shall be committed to prevention of the wasteful use of natural resources and
minimization of any hazardous impact of the development, production, use and
disposal of any of its products and services on the ecological environment.

9. QUALITY OF PRODUCTS AND SERVICES

A WADIA Company shall be committed to supplying goods and services of the
highest quality standards backed by efficient after-sales service consistent with the
requirement of the customers to ensure their total satisfaction. The quality standards
of the Companys goods and services should at least meet the required national
standards and the Company should endeavour to achieve international standards.

10. CORPORATE CITIZENSHIP

A WADIA Company shall be committed to be good corporate citizen not only in
compliance with all relevant laws and regulations but also by actively assisting in the
improvement of the quality of life of the people in the communities in which it
operates, with the objective of making them self- reliant. Such social responsibility
would comprise, to initiate and support community initiatives in the field of
community health and family welfare, water management, vocational training,
education and literacy and encourage application of modern scientific and managerial
techniques and expertise.

11. CO-OPERATION OF WADIA COMPANIES

A WADIA Company shall co-operate with other WADIA Companies by sharing
physical, human and management resources as long as this does not adversely affect
its business interests and shareholder value. In the procurement of products and
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CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

services a WADIA Company shall give preference to another WADIA Company as

long as it can provide these on competitive terms relative to third parties.

12. PUBLIC REPRESENTATION OF THE COMPANY AND THE GROUP

The WADIA Group honours the information requirements of the public and its
stakeholders. In all its public appearance with respect to disclosing company and
business information to public constituencies such as the media, the financial
community, employees and shareholders, a WADIA Company or the WADIA Group
shall be represented only by specifically authorised directors and employees. It will be
the sole responsibility of these authorised representatives to disclose information on
the Company.

13. THIRD PARTY REPRESENTATION

Parties which have business dealings with the WADIA Group but are not members of
the Group such as consultants, agents, sales representatives, distributors, contractors,
suppliers, etc. shall not be authorised to represent a WADIA Company if their
business conduct and ethics are known to be inconsistent with the Code.

14. USE OF THE BRAND

The use of the trade name and trademark owned by Bombay Dyeing shall be
governed by manuals, codes and agreements to be issued by Bombay Dyeing.

15. GROUP POLICIES

A WADIA Company may recommend to its Board of Directors the adoption of
policies and guidelines periodically formulated by Bombay Dyeing.

16. SHAREHOLDERS
A WADIA Company shall be committed to enhancing shareholder value and
complying with all regulations and laws that govern shareholders rights. The Board
of Directors of a WADIA Company shall duly and fairly inform its shareholders
about all relevant aspects of the Companys business and disclose such information in
accordance with the respective regulations and agreements.

CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

17. ETHICAL CONDUCT

Every director of a WADIA Company shall deal on behalf of the Company with
professionalism, honesty, integrity as well as high moral and ethical standards. Such
conduct shall be fair and transparent and be perceived to be as such by third parties.
Every director shall be responsible for the implementation of and compliance with the
Code in his professional environment. Failure to adhere to the Code could attract the
most severe consequences including termination of association.

18. REGULATORY COMPLIANCE

Every director of a WADIA Company shall, in his business conduct, comply with all
applicable laws and regulations, both in letter and in spirit, in all the territories in
which he operates. If the ethical and professional standards set out in the applicable
laws and regulations are below that of the Code then the standards of the Code shall
prevail.

19. CONFLICT OF INTEREST

A director of a WADIA Company shall not engage in any business, relationship or
activity which might detrimentally conflict with the interest of the Company or the
Group. If a director is directly or indirectly concerned or interested in any contract or
arrangement between the Company and another entity, in which he has material or
pecuniary interest, he shall disclose the same in accordance with the provisions of
Section 299 or other applicable provisions of the Companies Act, 1956.

20. SECURITIES TRANSACTIONS AND CONFIDENTIAL INFORMATION

A director of a WADIA company shall scrupulously follow the provisions of the
Code of internal procedures and conduct framed by the company pursuant to
Regulation 12 of the SEBI (Prohibition of Insider Trading) Regulations, 1992 and
other applicable Regulations in force from time to time in matters of securities
transactions and pertaining to price sensitive information. THE BOMBAY DYEING
AND MANUFACTURING COMPANY LIMITED

21. PROTECTING COMPANY ASSETS

The assets of a WADIA Company should not be misused but employed for the
purpose of conducting the business for which they are duly authorised. These include
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CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

tangible assets such as equipment and machinery, systems, facilities, materials,

resources as well as intangible assets such as proprietary information, relationships
with customers and suppliers, etc.

22. CITIZENSHIP
A director of a WADIA Company shall in his private life be free to pursue an active
role in civic or political affairs as long as it does not adversely affect the business or
interests of the Company or the Group.

23. INTEGRITY OF DATA FURNISHED

Every director of a WADIA Company shall ensure, at all times, the integrity of data
or information furnished by him to the company.

SUB COMMITTEES
AUDIT COMMITTEE
The Audit Committee was strengthened by inducting Mr. Ishaat Hussain as a member of the
Committee and appointing him as Chairman of the said Committee. The Committees composition
meets with requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. The Committee comprises of members who possess financial and accounting
expertise/exposure. The Committee now consists of the following 5 Non-Executive Independent
Directors:

Mr. Ishaat Hussain (w.e.f. 14-11-2013)

Mr. S. Ragothaman (Chairman upto 13-11-2013)

Mr. R. A. Shah

Mr. S. S. Kelkar

Mr. S. M. Palia

Mr. Jeh N. Wadia, Managing Director, Mr. Durgesh Mehta,

Joint Managing Director (upto the date of his resignation)

Mr. Raghuraj Balakrishna, Chief Financial Officer

Internal Auditors, Cost Auditors and the Statutory Auditors attend Audit Committee Meetings as
invitees. The Company Secretary acts as the Secretary to the Audit Committee.

CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

NOMINATION AND REMUNERATION COMMITTEE

The Committees constitution and terms of reference are in compliance with provisions of the
Companies Act, 2013, Clause 49 of the Listing Agreement and Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, as amended from time to time. The Nomination and Remuneration
Committee consists of the following Non-Executive Directors:

Mr. Ishaat Hussain (w.e.f. 14-11-2013) [Chairman]

Mr. Keshub Mahindra (upto 13-02-2014)

Mr. Nusli N. Wadia

Mr. R. A. Shah

Mr. S. Ragothaman

Mr. A. K. Hirjee

STAKEHOLDERS RELATIONSHIP COMMITTEE

In terms of Section 178 (5) of the Companies Act, 2013 ("the Act") the Board of Directors of
a company which has more than one thousand shareholders, debenture holders, depositholders and any other security holders at any time during a financial year is required to
constitute a Stakeholders Relationship Committee consisting of a chairperson who will be a
non-executive director and such other members as may be decided by the Board to consider
and resolve the grievances of security holders of the Company. In view of the above
requirement to constitute a Stakeholders Relationship Committee of Directors, the Board at
its meeting held on 26th March, 2014 renamed the Share Transfer, Shareholders/Investors
Grievance and Ethics & Compliance Committee as Stakeholders Relationship Committee.
The Committee consisted of 2 Non-Executive Directors and the Jt. Managing
Director/Managing Director, namely:

Mr. S. S. Kelkar (Chairman)

Mr. A. K. Hirjee

Mr. Durgesh Mehta (upto 15-02-2014)

Mr. Jeh N. Wadia (w.e.f. 26-03-2014)

FINANCE COMMITTEE
The Finance Committee consists of the following Directors:

Mr. S. S. Kelkar

CORPORATE GOVERNENCE AND ETHICS: BOMBAY DYEING

Mr. A. K. Hirjee

Mr. S. Ragothaman

Mr. Ness N. Wadia

Mr. S. M. Palia (w.e.f. 26-03-2014)

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Pursuant to Section 135 of the Companies Act, 2013 the Company constituted a Corporate
Social Responsibility (CSR) Committee of the Board at the Board Meeting held on 26th
March, 2014.
The CSR Committee consists of the following Directors:

Ms. Vinita Bali (Chairperson)

Mr. S. M. Palia

Mr. Ness N. Wadia

Mr. S. S. Kelkar

CSR ACTIVITIES
Overview
Through the years, the human spirit has been the fulcrum of the Wadia Groups endeavours.
Beyond self-servicing corporate goals, the Wadia Group has always been driven by a
community consciousness, a desire to share its prosperity with the community at large. The
involvement of the Wadias in community welfare began with the magnificent obsession of
Bai Jerbai Wadia, who single mindly and committedly set out to construct low cost Baugs
or housing colonies in Bombay for lower and middle class Parsis. Between 1908 and 1956, 5
baugs were built the Nowroz Baug, Rustom Baug, Bai Jerbai Baug, Kusrow Baug and Ness
baug. Even today, they stand testimony to the magnanimous spirit of Bai Jerbai and her sons.
The Company is responsible for the implementation of the Neville.N.Wadia higher education
scholarship scheme from the year 1997/98. Children of all employees of the Group
Companies pursuing higher education are eligible to obtain this scholarship. Weight age is
given to children of employees who have excelled in sports. The Group also extends
educational loans to employees to meet additional expenses, while the children pursue
professional courses. The scholarship scheme is also extended to employees who are
superannuated and to those who have been retired on medical grounds.

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Health care
Health care facilities were another area close to her heart. With her inspiration, her sons
Ness and Kusrow set about building much needed hospitals in Bombay.
Sir Ness Wadia along with his close friend Sir Mangaldas Mehta, are renowned
gynaecologist, were appalled by the conditions in which the mill workers children were born.
A cause soon became their crusade. What started as a few make shift rooms in a building at
Parel, Bombay, soon became a large maternity home, the Nowrosjee Wadia Maternity
Hospital as we know it today.
Sir Kusrow Wadia joined his brother Ness to build the Bai Jerbai Wadia hospital in memory
of their mother. Today, the two hospitals have some of the best Research Institutions and the
most distinguished Medical Practitioners in attendance, almost all of them Honoraries.

The generosity of the Wadias also echoes in the portals of the Wadia colleges in Pune where
11,000 students are enrolled today. Another significant contribution on the academic front is
the Neville N Wadia College of Business Management and Research.
For the Wadia Group, charity has always begun at home with the welfare of its workers. In
fact, one of the first housing projects for mill workers was started by the Wadia Mills.
Bombay Dyeing was the first to open a Provident Fund for workers and a fore runner in
establishing Family Planning Centres for its work force.

Other Activities Undertaken

Successive generations of Wadias have demonstrated the generosity of the founding fathers,
with equal enthusiasm.
The Sir Ness Wadia Foundation, a charitable trust set up in 1969 is today vibrant and
throbbing. Individual Companies of the Wadia group rise to the occasion whenever a cause is
taken up by the foundation, and more often when profits justify it. The Trustees have
dispersed funds to a broad spectrum of causes from scholarships for the disabled to drought
relief in Bombay. For instance, the aftermath of the Latur earthquake in India saw the Wadia
Group rebuild an entire village and in the process, rehabilitate thousands of families.
In many ways, the human factor has been the cornerstone of the Groups success. Employee
loyalty has always been recognised and rewarded. The coveted silver medal for 25 years of

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service and precious gold medallion for 40 years of commitment are cherished symbols of
dedication and loyalty. In Bombay dyeing alone, over 200 silver medals are handed out each
year.

Plantations
The Plantation Division of the Wadia Group is amongst the most reputed Plantations
Businesses in South India. This division has been adhering to, and instrumental in
formulating one of the highest standards of Welfare and Social Commitment.. In fact, some
of the in-house standards set by the Corporation were incorporated when the statutory
regulations were being formulated, for Plantations.
Since the focus of Fair-trade was in line with the Vision of the Corporation, we embraced
the Fair-trade Movement across our Tea Plantations in India and Tanzania. We share a Vision
of Improvement in the basic living standards of our grass root level employees, who, we
recognise are the biggest assets of the Corporation. We have been actively involved in the
Fair-trade movement since 1995. In cooperation with Fair-trade, we work towards a common
goal of achieving better social, economic and environmental conditions for our workers, and
the community at large. The employees at all levels have been made conscious of their
commitment to the local community & undertake both social and charitable contributions.

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