Governance & Compliances NANDAN DENIM

CORPORATE > GOVERNANCE

Corporate governance is a reflection of our culture, policies, our relationship with stakeholders, and our commitment to values. An organization is built on reputation that comes from more than just business or market performance. It comes from the core values practiced by the organization.

Corporate Governance is about commitment to values and ethical business conduct. It is about how an organisation is managed. This includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. Accordingly, timely and accurate disclosure of information regarding the financial situation, performance, ownership and governance of the company is an important part of corporate governance. This improves public understanding of the structure, activities and policies of the organisation. Consequently, the organisation is able to attract investors, and enhance the trust and confidence of the stakeholders.

We believe that sound corporate governance is critical to enhancing and retaining investor trust. Accordingly, we always seek to ensure that we attain our performance goals with integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term. The Board of Directors is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is necessary to ensure the highest standards of corporate governance.

Our corporate governance philosophy is based on the following principles:

1. Be transparent and maintain a high degree of disclosure levels.

2. Make a clear distinction between personal conveniences and corporate resources

3. Communicate externally, in a truthful manner, about how the Company is run internally

4. Comply with the laws in all the countries in which we operate

5. Have a simple and transparent corporate structure driven solely by business needs

6. Management is the trustee of the shareholders' capital and not the owner.

Download Nanadan Denim's Corporate Governance Reports here :

CORPORATE > CODE OF CONDUCT

PHILOSOPHY:
Nandan Denim Limited is a professionally managed organisation and the core value underlying our corporate philosophy is "trust". We believe this organisation has been handed to us by the various stakeholders in "trust" and we as professionals are the "trustees" of these stakeholders. It is therefore our responsibility to ensure that the organisation is managed in a manner that protects and furthers the interests of our stakeholders. We recognise society as an important stakeholder in this enterprise and therefore it is part of our responsibility to practise good corporate citizenship. It is also our belief, that in order to serve the interests of our stakeholders in perpetuity, we must build Nandan Denim Limited into an institution whose dynamism and vitality are anchored to its core values.

APPLICABILITY:
This Code of Conduct and Ethics is applicable to all the Board of Directors and Senior Management. The Senior Management shall include all Executives in Top Management Cadre of the Company (hereinafter referred as ‘the Management’).

CORPORATE GOVERNANCE POLICY:
The Corporate Governance Policy is the apex level instrument guiding conduct of the affairs of the Company and clearly delineates the roles, responsibilities and authorities of the key entities in the governance structure of the Company. This Code forms an integral part of the Company’s Governance Policy. The directors, senior management and employees must adhere to the Corporate Governance Policy of the Company.

PREAMBLE:
This Code of Conduct is a written document that outlines company values, principles and guidelines in a variety of areas and enables the company to publicly state to its external stakeholders viz. suppliers, customers, consumers and shareholders, the way in which they intend to do business. All directors and senior members of management of Nandan Denim Limited:

> Shall endeavour to act in good faith, responsibility, with due care, competence and diligence without misrepresenting material facts while dealing with the third parties and promote ethical and honest behaviour within the company.

> Are committed for conducting the business of the company in accordance with the applicable laws, rules & regulations and with highest standards of business ethics.

> This Code is derived from three interlinked fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary personal conduct.

Good corporate citizenship:

In the conduct of the Company’s business, the practice of good corporate citizenship is a pre-requisite and embraces the following:

Dealing with People in the Organisation
In dealing with each other, directors, senior management and employees shall uphold the values which are at the core of our HR Philosophy - trust, teamwork, mutuality and collaboration, meritocracy, objectivity, self respect and human dignity. Indeed, these values form the basis of our HR management systems and processes. In selection and recruitment, while meritocracy will be a prime criterion, managers will scrupulously consider all factors that go towards securing the interests of the Company. Nandan Denim Limited will focus on meritocracy, equity and upholding of Company values in all people processes including performance management systems, appraisals, remuneration and rewards.

A Gender Friendly Workplace
As a good corporate citizen, Nandan Denim Limited is committed to a gender-friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redrss any kind of harassment at the workplace and institutes good employment practices (harassment may include unwelcome physical contact; any kind of demand or request for favours and any other unwelcome conduct of such nature). Nandan Denim Limited maintains an open door for reportees; encourages employees to report any harassment concerns and is responsive to employee complaints about any offensive conduct. Nandan Denim Limited demands, demonstrates and promotes professional behaviour and respectful treatment of all employees (male and female).

Legal Compliance
It is the Company’s policy to comply fully with all applicable laws and regulations. Ensuring legal and regulatory compliance is the responsibility of the Chief Executives of the business. The Company cannot accept practices which are unlawful or may be damaging to its reputation. The Management must satisfy itself that sound and adequate arrangements exist to ensure that it complies with the legal and regulatory requirements impacting each business and identify and respond to developments in the regulatory environment in which it operates. In the event the implication of any law is not clear, the Company’s Legal Department shall be consulted for advice.

Relationships with Suppliers and Customers
All directors, senior management and employees shall ensure that in their dealings with suppliers and customers, the Company’s interests are never compromised. Accepting gifts and presents of more than a nominal value, gratuity payments and other payments from suppliers or customers will be viewed as serious breach of discipline as this could lead to compromising the Company’s interests.

Health and Safety
The Company attaches great importance to a healthy and safe work environment. Nandan Denim Limited is committed to provide good physical working conditions and encourages high standards of hygiene and housekeeping. Particular attention should be paid to training of employees to increase safety awareness and adoption of safe working methods, particularly designed to prevent serious or fatal accidents.

Environment Policies
The Company believes that commitment to sustainable development is a key component of responsible corporate citizenship and therefore deserves to be accorded the highest priority. Accordingly, the Company is committed to Best Practices in environmental matters arising out of its business activities and expects each business to fully demonstrate this commitment. In addition to complying with applicable laws and regulations, business must establish procedures for assessing the environmental effects of their present and future activities. They should adopt best practices in their environmental policies and procedures.

Personal conduct:
All directors, senior management and employees have the obligation to conduct themselves in an honest and ethical manner and act in the best interest of the Company at all times. They are expected to demonstrate exemplary personal conduct through adherence to the following:

Avoidance of Conflict of Interest
All directors, senior management and employees must avoid situations in which their personal interest could conflict with the interest of the Company. This is an area in which it is impossible to provide comprehensive guidance but the guiding principle is that conflict, if any, or potential conflict must be disclosed to higher management for guidance and action as appropriate.

Transparency and Auditability
All directors, senior management and employees shall ensure that their actions in the conduct of business are totally transparent except where the needs of business security dictate otherwise. Such transparency shall be brought about through appropriate policies, systems and processes, including as appropriate, segregation of duties, tiered approval mechanism and involvement of more than one manager in key decisions and maintaining supporting records. It shall be necessary to voluntarily ensure that areas of operation are open to audit and the conduct of activities is totally auditable.

Protection of Confidential Information
No director, senior management and employee shall disclose or use any confidential information gained in the course of employment/ association with the Company for personal gain or for the advantage of any other person. No information either formally or informally shall be provided to the press, other publicity media or any other external agency except within approved policies.

Leading by Example
The organisation’s directors and senior management set the professional tone for the Company. Through both their words and their actions, the organisation’s leadership conveys what is acceptable and unacceptable behaviour. Nandan Denim Limited’s directors, senior management and employees must constantly reinforce through their actions and behaviour that Nandan Denim Limited’s stated beliefs of responsible corporate citizenship are rooted in individual conviction and personal integrity.

Company Facilities
No director, senior management and employee shall misuse Company facilities. In the use of Company facilities, care shall be exercised to ensure that costs are reasonable and there is no wastage.

Insider trading & price sensitive information:
All directors and senior managerial personals must comply with the SEBI Insider Trading Regulations, 1992. An employee of the Company or their immediate relatives shall not derive any benefit from the access to and possession of price sensitive information about the Company, which is not available to the general public. Before making any transaction directly or indirectly as regard securities of the Company, without informing Compliance Officer of the Company and must strictly comply with the Insider Trading Regulations laid down by SEBI.

Waivers:
Any waiver of any provision of this Code of Conduct for a director, senior management or employee must be placed for approval before the Company’s Board of Directors/ Corporate Management Committee, as appropriate.

Non adherence:
Any instance of non-adherence to the Code of Conduct / any other observed unethical behaviour on the part of those covered under this Code should be brought to the attention of the immediate reporting authority, who shall in turn report the same to the Human Resource Department.

Disclosure:
The members of the Board and the Senior Management Personnel shall affirm the compliance with the code on annual basis. The Annual Report of the Company shall carry a declaration to this effect signed by the C.E.O. of the company.