CODE OF CONDUCT

BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL

1. INTRODUCTION

a. This Code of Ethics (“Code”) shall be called “The Code of Conduct for Board Members and Senior Management Personnel” of Navketan Merchants Limited (“the Company”).
b. The purpose of the ‘Code’ is to reflect business practices and principles of behavior of the Board Members and Senior Management Personnel in affirming their commitment to Good Governance in line with the Company’s Philosophy on Corporate Governance.
c. This ‘Code’ has been framed specifically in compliance with the provisions of Clause 49 of the Listing Agreement with Stock Exchange. However, the Functional Directors and Senior Management Personnel will continue to be governed by the Company’s Discipline Rules which govern the conduct of all employees of the Company.
d. The Code shall come into force with immediate effect.

2. DEFINITIONS AND INTERPRETATIONS

In this Code, unless repugnant to the meaning or context thereof, the following expressions shall have the meaning given to them as under:‐

a. “Board Members” shall mean the members on the Board of Directors of the Company.
b. “Whole‐time Directors” shall mean the Board members who are in Whole‐Time employment of the Company.
c. “Part‐time Director” shall mean the Board members who are not Whole‐time Directors and includes Part‐time (Official) Directors and Part‐time (Non‐Official) Directors of the Company.
d. “Relative” shall mean a ‘relative’ as defined under Section 2(77) of the Companies Act, 2013 read with Rule 4 of Companies (Specification of definitions details) Rules, 2014.
e. “Senior Management Personnel” shall mean and include all the Senior functionaries i.e. CFO, Company Secretary, Functional Heads (Whole‐time Directors). In this ‘Code’ words importing masculine shall include feminine and words importing singular shall include the plural and vice versa.

3. APPLICABILITY

This ‘Code’ shall be applicable to the following persons:
a. Whole‐time Directors
b. Part‐time Directors
c. Chief Executive Officer/ Chief Financial Officer
d. Company Secretary
e. Functional Heads

4. KEY REQUIREMENTS

The Board Members and Senior Management Personnel shall function within the authority conferred upon them by the Company, keeping the best interest of the Company in view and they–
shall act with utmost care, diligence and integrity
shall act in utmost good faith and fulfill the fiduciary obligations without allowing their independence of judgment to be compromised
shall not be involved in taking any decision on a subject matter in which conflict of personal interest arises or which in their opinion is likely to arise
shall avoid any dealing with a contractor, supplier or service provider that compromises the ability to transact business on a professional, impartial and competitive basis or influence decision to be made on behalf of the Company
shall not exploit for his own personal gain, opportunities that are discovered through use of corporate property, information or position, unless the opportunity is disclosed fully in writing to the Board of Directors and the Board declines to pursue such opportunity.

5. COMPLIANCES

The Board Members and Senior Management Personnel shall comply with all applicable laws, rules and regulations.

6. CONFIDENTIALITY OF INFORMATION

Any information concerning the Company’s business, its customers, suppliers, etc and to which the Board Members and Senior Management Personnel have access or possesses such information, must be considered confidential and held in confidence. No Board Members or Senior Management Personnel shall provide any information either formally or informally, to the press or any other public media, except as required in the performance of the regular corporate duties. However, Board Members and Senior Management Personnel shall be free to disclose such information which is ‐
a. Part of the public domain at the time of disclosure.
b. Authorized or required to be disclosed pursuant to a decision of the Board.
c. Required to be disclosed in accordance with applicable laws, rules, regulations or guidelines.

7. PROTECTION OF ASSETS

The Board Members and Senior Management Personnel shall protect the Company’s assets including physical assets, information and intellectual rights and shall not use the same for personal gain.

8. ENFORCEMENT OF ‘CODE’

Each Board Member and Senior Management Personnel shall be accountable for full compliance of the Code.

9. AMENDMENTS TO THE CODE

The provisions of this code can be amended/modified by the Board of Directors of the Company from time to time and all such amendments/modifications shall take effect from such date as the Board may decide. The Board may delegate the authority to make amendment to the Code to the Chairman and Managing Director or any other Director as Board may deem fit.

10. PLACEMENT OF THE CODE ON WEBSITE

Pursuant to Clause 49 of the Listing Agreement, this ‘Code’ and any amendments thereto shall be posted on the website of the Company.

11. ANNUAL COMPLIANCE REPORTING

In terms of Clause 49 of the Listing Agreement, all Board Members and Senior Management Personnel shall affirm compliance of this Code within 30 days of close of every financial year.

12. CONSEQUENCES OF NON COMPLIANCE TO THIS CODE

a. In case of breach of this Code by the Part‐time Directors, the same shall be considered by the Board of Directors for initiating appropriate action, as deemed necessary.
b. In case of breach of this ‘Code’ by the Whole‐time Directors and Senior Management Personnel, the same shall be dealt with in accordance with the Discipline Rules of the Company.

13. ACKNOWLEDGMENT OF RECEIPT OF THE CODE

All Board Members and Senior Management Personnel shall acknowledge receipt of this Code or any modification(s) thereto and confirm to the Compliance Officer.