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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on Indian  stock exchanges ,in its endeavor  to protect the interests of stakeholders and to avoid the misuse of the Unpublished Price Sensitive Information in the day to day business affairs.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.


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


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


(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himself and the company whether temporary or permanent, that allows such person, directly or indirectly, access to unpublished price sensitive information(UPSI) or is reasonably expected to allow such access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-

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-


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

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


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” 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;.


An insider means any person who is:


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


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


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


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


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.


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:


An Insider shall not-

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


An Insider shall not, directly or indirectly, –

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


(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.


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.


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.


(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.