General information about company

Scrip code539525
NSE SymbolNA
MSEI SymbolNA
ISININE365G01016
Name of the entityNavketan Merchants Limited
Date of start of financial year01-04-2018
Date of end of financial year31-03-2019
Reporting QuarterYearly
Date of Report31-03-2019
Risk management committeeNot Applicable



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatoryTextual Information(1)
Wether the listed entity has a Regular ChairpersonNo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
1MrAmit Kumar BandyopadhyayADWPB8635K00424073Non-Executive - Non Independent DirectorNot Applicable28-01-2015100
2MrKamal DaniANVPD6978J07960272Executive DirectorNot ApplicableMD17-02-2018120
3MsAnshu DiwanAGFPD8526K07274236Non-Executive - Independent DirectorNot Applicable29-08-201543241
4MrShovan ModakCHGPM6568Q07957812Non-Executive - Independent DirectorNot Applicable28-03-20191232



Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Notes for not providing PANNotes for not providing DIN
5MrHimadri Kumar DuttaACGPD3441C08190723Non-Executive - Independent DirectorNot Applicable28-09-201828-03-20196100



Text Block

Textual Information(1)
1.Mr. Himadri Kumar Dutta, Director, resigned and Mr. Shovan Modak was appointed on 28-03-2019. Henceforth, the membership of Mr. Himadri Kumar Dutta in Committees got vacated by his resignation and the same got filled up by appointment of Mr. Shovan Modak.
 
2. Mr. Himadri Kumar Dutta was director in only one listed company i.e. in Navketan Merchants Limited. After his resignation, he is no more a director in any other listed company as on date.
 
3. The company has not appointed any Chairman for the year 2018-2019.



Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)

Annexure 1 Text Block

Textual Information(1)
Mr. Himadri Kumar Dutta, Director, resigned and Mr. Shovan Modak was appointed on 28-03-2019. Henceforth, the membership of Mr. Himadri Kumar Dutta in the Committees got vacated by his resignation and the same got filled up by appointment of Mr. Shovan Modak.


Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
107957812Shovan ModakNon-Executive - Independent DirectorChairperson28-03-2019
207274236Anshu DiwanNon-Executive - Independent DirectorMember29-08-2015
307960272Kamal DaniExecutive DirectorMember17-02-2018
408190723Himadri Kumar DuttaNon-Executive - Independent DirectorMember28-09-201828-03-2019


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
107957812Shovan ModakNon-Executive - Independent DirectorChairperson28-03-2019
207274236Anshu DiwanNon-Executive - Independent DirectorMember29-08-2015
300424073Amit Kumar BandyopadhyayNon-Executive - Non Independent DirectorMember28-01-2015
408190723Himadri Kumar DuttaNon-Executive - Independent DirectorMember28-09-201828-03-2019


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
107274236Anshu DiwanNon-Executive - Independent DirectorChairperson29-08-2015
207957812Shovan ModakNon-Executive - Independent DirectorMember28-03-2019
307960272Kamal DaniExecutive DirectorMember17-02-2018
408190723Himadri Kumar DuttaNon-Executive - Independent DirectorMember28-09-201828-03-2019


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonNo
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonNo
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing Date
114-11-2018
214-01-201960
314-02-201930
428-03-201941



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting of the committee in the relevant quarterWhether requirement of Quorum met (Yes/No)Requirement of Quorum metDate(s) of meeting of the committee in the previous quarterMaximum gap between any two consecutive meetings (in number of days)Name of other committeeReson for not providing date
1Audit Committee14-02-2019Yes14-11-201891
2Nomination and remuneration committee11-03-2019Yes
No meeting of Nomination and Remuneration Committee has been held in the previous quarter.
3Stakeholders Relationship Committee11-03-2019Yes
No meeting of Stakeholders Relationship Committee has been held in the previous quarter.



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedNA
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeNA


Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryPooja Bothra
2DesignationCompany Secretary and Compliance Officer



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeshttp://www.navketanmerchants.com
2Terms and conditions of appointment of independent directorsYeshttp://www.navketanmerchants.com/downloads.html#others
3Composition of various committees of board of directorsYeshttp://www.navketanmerchants.com/aboutus.html
4Code of conduct of board of directors and senior management personnelYeshttp://www.navketanmerchants.com/codeofconduct.html
5Details of establishment of vigil mechanism/ Whistle Blower policyYeshttp://www.navketanmerchants.com/downloads.html#policies
6Criteria of making payments to non-executive directorsYeshttp://www.navketanmerchants.com/downloads.html#others
7Policy on dealing with related party transactionsYeshttp://www.navketanmerchants.com/downloads.html#policies
8Policy for determining ‘material’ subsidiariesNA
9Details of familiarization programmes imparted to independent directorsYeshttp://www.navketanmerchants.com/downloads.html#others

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeshttp://www.navketanmerchants.com/contactus.html
11email address for grievance redressal and other relevant detailsYeshttp://www.navketanmerchants.com/contactus.html
12Financial resultsYeshttp://www.navketanmerchants.com/downloads.html#financial
13Shareholding patternYeshttp://www.navketanmerchants.com/downloads.html#share
14Details of agreements entered into with the media companies and/or their associatesNA
15New name and the old name of the listed entityNA


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1)Yes
3Meeting of Board of directors17(2)Yes
4Review of Compliance Reports17(3)Yes
5Plans for orderly succession for appointments17(4)Yes
6Code of Conduct17(5)Yes
7Fees/compensation17(6)Yes
8Minimum Information17(7)Yes
9Compliance Certificate17(8)Yes
10Risk Assessment & Management17(9)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Performance Evaluation of Independent Directors17(10)Yes
12Composition of Audit Committee18(1)Yes
13Meeting of Audit Committee18(2)Yes
14Composition of nomination & remuneration committee19(1) & (2)Yes
15Composition of Stakeholder Relationship Committee20(1) & (2)Yes
16Composition and role of risk management committee21(1),(2),(3),(4)NA
17Vigil Mechanism22Yes
18Policy for related party Transaction23(1),(5),(6),(7) & (8)Yes
19Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NA
20Approval for material related party transactions23(4)NA

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Composition of Board of Directors of unlisted material Subsidiary24(1)NA
22Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)NA
23Maximum Directorship & Tenure25(1) & (2)Yes
24Meeting of independent directors25(3) & (4)Yes
25Familiarization of independent directors25(7)Yes
26Memberships in Committees26(1)Yes
27Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
28Disclosure of Shareholding by Non-Executive Directors26(4)Yes
29Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryPooja Bothra
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedNA
Any other information to be provided




Annexure II

1Name of signatoryPooja Bothra
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatoryPooja Bothra
Designation of personCompany Secretary and Compliance Officer
PlaceKolkata
Date12-04-2019