1. PREFACE

Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 mandates every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) [hereinafter referred to as “SEBI (LODR) regulations” or Regulations”] requires all listed companies to establish a Vigil mechanism for directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy and shall provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases.

2. OBJECTIVE

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment. This policy aims to provide an avenue for employees to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

3. POLICY

The Whistle blower policy intends to cover serious concerns that could have grave impact on the operations and performance of the business of the Company.

The policy neither releases employees from their duty of confidentiality in the course of their work, nor is it a route for taking up a grievance about a personal situation.

4. DEFINITIONS

• “Disciplinary Action” means any action that can be taken on the completion of /during the investigation proceedings including but not limited to a warning, imposition of fine, suspension from official duties or any such action as is deemed to be fit considering the gravity of the matter.

• “Directors” means define as per Section 2(36) of the Companies Act, 2013.

• “Employee” means every employee of the Company (whether working in India or outside India)

• “Audit Committee” mean a Committee of Board of Directors of the Company, constituted in accordance with provisions of Section 177 of Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) [hereinafter referred to as “SEBI (LODR) regulations” or Regulations”]

• “Protected Disclosure” means a concern raised by a written communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity. Protected Disclosures should be factual and not speculative in nature.

“Whistle Blower”means an employee or group of employees or directors who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

• “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation under this Policy.

• “Policy or This Policy” means Whistle Blower Policy.

5. SCOPE

Various stakeholders of theCompany are eligible to make Protected Disclosures under the Policy. These stakeholders may fall into any of the following broad categories:

• Employees of the Company

• Directors of the Company

• Employees of other agencies deployed for the Company’s activities, whether working from any of the Company’s offices or any other location;

• Contractors, vendors, suppliers or agencies (or any of their employees) providing any material or service to the Company;

• Customers of the Company;

• Any other person having an association with the Company.

• 6.ELIGIBILITY

  All Employees of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or any other Parag Group/Company.

  7. DISQUALIFICATIONS

• While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

• Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.
• Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide or malicious or Whistle Blowers who make 3 or more Protected Disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy.

8. PROCEDURE

• All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee and/or CFO of the Company for investigation.

• In respect of all other Protected Disclosures, those concerning employees at the levels of Vice President and above should be addressed to the Chairman of the Audit Committee of the Company and those concerning other employees should be addressed to the Company Secretary and Compliance Officer of the Company.

• The contact details of the Chairman of the Audit Committee and CFO are as under:

  Mr. Ramesh Chandak
  1202,Shrushti Towers,
  Old Prabhadevi Raod, 
  Prabhadevi, Mumbai 400025

  Mr.  Vimal Agarwal-CFO
  Parag Milk Foods Limited

  20^th Floor, Nirmal Building,
  Nariman Point,

  Mumbai-21, Maharashtra

  The contact details of the Company Secretary & Compliance Officer are as under:

• Mrs. Rachana Sanganeria

  Parag Milk Foods Limited,

  20th, Floor, Nirmal Building,

  Nariman Point- Mumbai-21,Maharashtra.

  c.If a protected disclosure is received by any executive of the Company other than Chairman of Audit Committee/CFO or the CompanySecretary, the same should be forwarded to the Company’s Company Secretary, CFO or the Chairman of the Audit Committee for further appropriate action. Appropriate care must be taken to keep the identity of the Whistle blower confidential

  d. Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.

  e. Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

  f. For the purpose of providing protection to the Whistle Blower, the Whistle Blower should disclose his/her identity in the covering letter forwarding such Protected Disclosure.

  9.INVESTIGATION

• All Protected Disclosures reported under this Policy will be thoroughly investigated by the CFO / Chairman of the Audit Committee of the Company who will investigate / oversee the investigations under the authorization of the Audit Committee.

• Chairman of the Audit Committee may at his discretion, consider involving any Investigators for the purpose of investigation.

• The identity of a Subject and the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation.

• Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

• Subjects shall have a duty to co-operate with Chairman of the Audit Committee or any of the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.

• Subjects have a right to consult with a person or persons of their choice, other than the / Investigators and/or members of the Audit Committee. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings. However, if the 

• allegations against the subject are not sustainable, then the Company may see reason to reimburse such costs.

• Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

• Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation

• Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

• The investigation shall be completed normally within 45 days of the receipt of the Protected

• Disclosure

  10. PROTECTION

• No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company condemns any kind of discrimination, harassment, victimization or any other unfair employment practice adopted against whistle blowers. Complete protection will be given to whistle blowers against any unfair practices like retaliation, threat or intimidation, termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like, including any direct or indirect use of authority to obstruct the whistle blower’s right to continue to perform his/her duties/functions in a free and fair manner. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.

• A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate into the same and recommend suitable action to the management.

• The identity of the Whistle blower shall be kept confidential to the extent possible and permitted under law.

• Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

11. INVESTIGATORS

a. Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the CFO / Audit Committee when acting within the course and scope of their investigation.

b. Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviour, and observance of legal and professional standards.

c. Investigations will be launched only after a preliminary review which establishes that:

• The alleged act constitutes an improper or unethical activity or conduct, and

• Either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

• The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such 

  amendment or modification will be binding on the Employees unless the same is notified to the Employees in writing.

  12.DECISION

  If an investigation leads the Company Secretary , CFO / Chairman of the Audit Committee to conclude that an improper or unethical act has been committed, they shall recommend to the management of the Company to take such disciplinary or corrective action as the Chairman of the Audit Committee may deem fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

  13. REPORTING

  The Company Secretary and Compliance Officer/CFO shall submit a report to the Chairman of the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

  14. RETENTION OF DOCUMENTS

  All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of seven years.

  15. PLACEMENT OF THE POLICY ON WEBSITE

  Pursuant to SEBI (LODR) Regulations, 2015, this ‘Policy’ shall be posted on the website of the Company.

  16.AMENDMENT

  The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees unless the same is notified to the Employees in writing.