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PREAMBLE:

The Securities and Exchange Board of India (SEBI), has formulated SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘Regulations’), which is applicable to all companies whose shares are listed on Indian stock exchanges ,in its endeavor to protect the interests of stakeholders and to avoid the misuse of the Unpublished Price Sensitive Information in the day to day business affairs.

Parag Milk Foods Limited (‘Company’) has pursuant to the Regulations adopted a Policy for Prevention of Insider Trading(‘Policy/Code”) to prevent insider trading of securities, maintenance of confidentiality of Price Sensitive Information and in adherence to the SEBI applicable guidelines to establish internal procedure for regulating, monitoring and reporting of trading by Insiders for Prevention of Insider Trading by Promoters / Directors / Designated Employees / Connected Person of the Company, in relation to the securities of the Company.

EFFECTIVE DATE:

This policy was approved by the Board of Directors at its meeting held on January 14, 2016.

This Policy is applicable to the Company from the date of its listing with BSE Ltd. (BSE) and National Stock Exchange of India (NSE) i.e. with effect from May 19, 2016

BSE and NSE are hereinafter together referred to as “the stock exchanges

DEFINITIONS:

“Compliance Officer” means the Company Secretary and Compliance Officer of the Company for the purpose of administration of the insider trading policy.

CONNECTED PERSON:

(i) any person who is or has during the six months prior to the concerned act been associated with the company, directly or indirectly, in any capacity including by reason of frequent communication with its officers or by being in any contractual, fiduciary or employment relationship or by being a director, officer or an employee of the company or holds any position including a professional or business relationship between himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information(UPSI) or is reasonably expected to allow such access

“Connected Person,” includes-

i. A Director of the Company;

ii. A Key Managerial Personnel of the Company;

iii. An Officer of the Company; iv. Any person who is or has been in a contractual or fiduciary or employment relationship at any time in the six month period prior to the date of determining whether that person, as a result of such relationship, was, directly or indirectly, (x) allowed access to UPSI or (y) reasonably expected to be allowed access to UPSI; v. An employee of the Company who has access to UPSI or is reasonably expected to have access to UPSI;

vi. Any person who has a professional or business relationship and that relationship that, directly or indirectly, (x) allows access to UPSI or (y) is reasonably expected to allow access to UPSI;

The person enumerated below shall be deemed to be Connected Persons if such person has access to UPSI or is reasonably expected to have access to UPSI-

a. An immediate Relative of Connected Persons;

b. A holding company or associate company or subsidiary company;

c. An intermediary as specified in section 12 of the SEBI Act or an employee or director thereof;

d. An investment company, trustee company, asset management company or an employee or director thereof;

e. An official of a stock exchange or of clearing house or cooperation;

f. A member of board of trustee of mutual fund or a member of the Board of Directors of the asset management company of a mutual fund or is an employee thereof;

g. A member of the board of director or an employee, of a public financial institution as defined in section 2 (72) of the Companies Act, 2013;

h. An official or an employee of a self-regulatory organization recognized or authorized by SEBI;

i. A banker of the Company;

j. A concern, firm, trust, Hindu undivided family, company or association of person wherein a director of the Company or his immediate Relative or banker of the Company, has more than ten percent of the holding or interest.

DESIGNATED PERSON:

The term “Designated person” shall consist of, Connected Persons who are:

i. Promoter of the Company;

ii. All Directors, Executive and Non – Executive and Key Managerial Personnel (KMPs);

iii. Directors of the Company and its subsidiaries;

iv. All Functional Heads posted at the Corporate Office of the Company;

v. All Unit Heads of the Company vi. Employees named in the Corporate Organization Chart of the Company from time to time;

vii. Employees at Senior Manager level and above in the Finance , Accounts , Corporate Planning and Strategy Departments,

viii. Executive Secretaries of Directors and Executive Officers of the Company

ix. Any other connected Person designated by the Company on the basis of their functional role;

x. Immediate Relatives of i to viii above.

"Generally Available Information" means information that is accessible to the public on a non-discriminatory basis;

DIRECTOR:

Director” means a member of the Board of Directors of the Company.

DEALING IN SECURITIES” means an act of subscribing to buying, selling or agreeing to subscribe to, buy, sell or deal in securities of the Company either as principal or agent.

EMPLOYEE” means every employee of the Company including the Directors in the employment of the Company.

IMMEDIATE RELATIVE:

“Immediate Relative” means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person, or consults such person in taking decisions relating to trading in securities;.

INSIDER:

An insider means any person who is:

i) a connected Person or

ii) in possession of or having access to UPSI

KEY MANAGEMENT PERSONNEL:

Key Managerial Personnel” shall have the meaning assigned to it under the Companies Act, 2013.

PROMOTER:

Promoter” shall have the meaning assigned to it under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 or any modification thereof.

SECURITIES:

Securities” Shall have the meaning assigned to it under the Securities Contracts (Regulations) Act, 1956 or any modification thereof.

PROHIBITED PERIOD: means;

(i) Seven (7) Days before the meeting in which the Board of Directors is to consider any Unpublished Price Sensitive Information and ending after 48 hours from the time the Unpublished Price Sensitive information is made public.

(ii) Such other period as may be specified by the Compliance Officer from time to time in consultation with the Chairman / Managing Director.

"Free Period” means any Period other than the “Prohibited Period”

TRADING:

Trading” means and includes subscribing, buying, selling, dealing, or agreeing to subscribe, buy, sell, deal in any securities, and “trade” shall be construed accordingly.

Words and expressions used and not defined in these Rules but defined in the Securities and Exchange of India Act, 1992, the Securities Contract (Regulation) Act, 1956, the Depositories Act, 1996 or the Companies Act, 2013 and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislations.

TRADING DAY” means a day on which the recognized stock exchanges are open for trading.

“UNPUBLISHED PRICE SENSITIVE INFORMATION” or “UPSI”

means any information, relating to the Company or its Securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the Securities and ordinarily including but not restricted to, information relating to the following

(i) financial results;

(ii) dividends;

(iii) change in capital structure;

(iv) mergers, de-mergers, acquisitions, delisting, disposals and expansion of business and such other transactions;

(v) changes in key managerial personnel; and (vi) material events in accordance with the listing agreement.

(vii) any information which is likely to materially affect the price of shares of the Company. The Company will adhere to the following so as to ensure the fair disclosure of events and occurrences that could impact the price of its securities in the market.

PROHIBITION ON COMMUNICATING OR PROCURING UPSI

An Insider shall not-

i. Communicate, provide, or allow access to any UPSI, relating to the Company or its securities to any person including other insiders, except to the extent allowed by these Rules:

ii. Procure from or cause the communication by an Insider or UPSI, relating to the Company or its securities;

Provided that nothing contained above shall be applicable when an UPSI is communicated provided, allowed access to or procured.

(i) In furtherance of legitimate purpose, performance of duties or discharge of legal obligations pursuant to appropriate confidentially and non disclosure agreements being executed

(ii) In the event the Board of Directors direct or cause the public disclosure or UPSI in the best interest of the Company

PROHIBITION ON INSIDER TRADING

An Insider shall not, directly or indirectly, –

i. Trade in securities that are listed or proposed to be listed when in possession of UPSI; ii. Trade in securities of the Company except when the Trading Window is open and the Insider is not in possession of UPSI.

Provided the restriction in (i) above shall not apply to:

(a) a transaction that is an off-market inter-se transfer between Promoters who were in possession of the same UPSI without being in breach of these Rules and both parties had made a conscious and informed trade decision; and

(b) Trades pursuant to a Trading Plan set up in accordance with these Rules

TRADING WINDOW

1)The Compliance Officer shall notify a ‘trading window’ during which the Designated Persons may Trade in the Company’s securities after securing pre-clearance from the Compliance Officer in accordance with these Rules.

2) Designated Persons shall not Trade in the Company’s securities when the trading window is closed.

3) The trading window shall generally be closed for all Insiders Seven (7) Days before the meeting in which the Board of Directors is to consider any Unpublished Price Sensitive Information and ending after 48 hours from the time the Unpublished Price Sensitive information is made public.

4) Additionally, the trading window shall be closed in particular for a Designated Person or class of Designated Persons when the Compliance Officer determines that a Designated Person or class of Designated Persons can reasonably be expected to have possession of UPSI, for such periods as determined by the Compliance Officer.

5) The trading window may be re-opened after closure, not earlier than 48 hours after the UPSI in question becomes generally available.

PRE-CLEARANCE OF TRADING

1) Designated Persons may Trade in the securities of the Company when the trading window is open, after obtaining approval of the Compliance Officer by submitting an application as per Annexure 1 and an undertaking as per Annexure 2.

2) The Compliance Officer shall not approve any proposed Trade by Designated Person if the Compliance Officer determines that such Designated Person is in possession of UPSI even though the trading window is open.

3) The Compliance Officer may, after being satisfied that the application and undertaking are true and accurate, approve Trading by a Designated Person, on the condition that the Trade so approved shall be executed within seven trading days following the date of approval.

4) The Designated Person shall, within two days of the execution of the Trade, submit the details of such Trade to the Compliance Officer as per Annexure 3. In case the transaction is not undertaken, a report to that effect shall be filed in the said form.

5) If the pre-cleared Trade is not executed within seven trading days after the approval is given, the Designated Person must secure pre-clearance of the transaction again.

6) A Designated Person who Trades in securities without complying with the preclearance procedure as envisaged in these Rules or gives false undertakings and/or makes misrepresentations in the undertakings executed by him/her while complying with the pre-clearance procedure shall be subjected to the penalties as envisaged in the Regulations

7) Nothing in this rule shall apply to any Trade involving a value less than Rs 5 Lakhs or such other amount as may be specified by the Board of Directors from time to time (a “de minimis Trade”) provided the Designated Person is not in possession of UPSI while executing the de minimis Trade.

ADDITIONAL TRADING RESTRICTIONS ON DESIGNATED PERSONS

1) No Director or Key Managerial Personnel shall enter into derivative transactions in respect of the securities of the Company.

2) All Designated Persons who Trade in the securities of the company shall not enter into an opposite transaction during the next six months following the prior transaction. In case of any contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the SEBI for credit to the Investor Protection and Education Fund administered by SEBI.

TRADING PLAN

(1) An insider shall be entitled to formulate a trading plan and present it to the compliance officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan.

NOTE: This provision intends to give an option to persons who may be perpetually in possession of unpublished price sensitive information and enabling them to trade in securities in a compliant manner. This provision would enable the formulation of a trading plan by an insider to enable him to plan for trades to be executed in future. By doing so, the possession of unpublished price sensitive information when a trade under a trading plan is actually executed would not prohibit the execution of such trades that he had pre-decided even before the unpublished price sensitive information came into being.

(2) Such trading plan shall:–

(i) not entail commencement of trading on behalf of the insider earlier than six months from the public disclosure of the plan;

(ii) not entail trading, if the date of Trading in securities of the Company, as per the approved Trading Plan, coincides with the date of closure of Trading Window announced by the Compliance Officer

(iii) entail trading for a period of not less than twelve months;

(iv) not entail overlap of any period for which another trading plan is already in existence;

(v) set out either the value of trades to be effected or the number of securities to be traded along with the nature of the trade and the intervals at, or dates on which such trades shall be effected; and (vi) not entail trading in securities for market abuse.