Paras Petrofils Ltd. — Governance Information 2021

Mar 10, 2021

PARAS PETROFILS LIMITED

CIN: L17110GJ1991PLC015254

Regd. Office: 1st Floor, Dhamanwala Complex, Opp. Apple Hospital Khatodara Road, Udhana Surat 395002 Tel-+91-9825568096

Email ID: finance@paraspetrofils.com Website: www.paraspetrofils.co.in

CODE OF PRACTICES AND PROCEDURES

FOR FAIR DISCLOSURES

OF

UNPUBLISHED PRICE SENSITIVE INFORMATION

[Pursuant to Regulation 8(1) of the

[Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015 as amended upto 08.03.2021 ]

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I. Preamble

The Securities and Exchange Board of India (SEBI), in its endeavor has set out new regulations for prohibition of insider trading i.e. SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”) to protect the interests of stakeholders and to avoid the misuse of the Unpublished Price Sensitive Information in the day to day business affairs.

The Board of Directors (“Board”) of Paras Petrofils Limited (“Company”) has pursuant to Regulations adopted the following Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information (“Code”).

This Code has been amended in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“Regulations”) and is adopted and approved by Board of Directors on March 08, 2021.

II. Objective of the Code

The Code is required for the Company to prevent the misuse and ensure timely and adequate disclosure of Unpublished Price Sensitive Information (“UPSI”) and to maintain the uniformity, transparency and fairness in dealing with the stakeholders.

III. Overseeing and Co-coordinating Disclosure

Compliance Officer shall be responsible for prompt public disclosure of UPSI i.e. to Stock Exchanges that would impact price discovery, so as to ensure uniform and universal dissemination of UPSI to avoid selective disclosure.

In the event of inadvertent selective disclosure of UPSI, prompt action will be taken to ensure such information is generally available.

UPSI shall be handled on a "need to know" basis i.e. will be disclosed only who need the information to discharge their duty and in furtherance of Legitimate Purposes.

“Legitimate Purpose” shall include sharing of unpublished price sensitive information in the ordinary course of business by an insider with Promoters of the Company, Auditors, (Statutory, Internal Branch, Cost, Secretarial, GST and any other Auditors as applicable), Staff members of Audit Firm/team conducting the Audit, partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, insolvency professionals or any other advisors or consultants, etc., provided such sharing has not been undertaken to evade or circumvent the prohibition of Regulations.

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Following factors must be satisfied while determining what constitutes a Legitimate purpose:

• i. Must be shared in the ordinary of course of business or for Corporate Purpose;

• ii. Required to be done in furtherance of fiduciary duties or in fulfillment of any statutory or contractual obligation;

• iii. The action is executed in a manner which is considered as fair and transparent; and

• iv. Information shared is in the interest of Company and should not result into personal benefit of any Connected Person

IV. Responding to Market Rumors

Compliance Officer of the Company shall promptly deal with any query or request for verification of market rumors received from stock exchanges/ other regulatory bodies.

V. Disclosure/Dissemination of UPSI with Special Reference to Analysts and Institutional Investors

Compliance Officer who will act as Chief Investor Relations Officer /Concerned Official(s) only shall disclose any information (which will not be UPSI) relating to the Company’s Securities to Institutional Investors & Analysts.

VI. Manner of dealing with analyst and institutional investors

(i) Only Public information to be provided -

• The Company shall provide only public information to the analyst/research persons/large investors like institutional investor. Alternatively, the information given to the analyst should be simultaneously made public at the earliest.

(ii) Handling of unanticipated questions -

The Company should be careful when dealing with analysts questions that raise issues outside the intended scope of discussion. Unanticipated questions may be taken on notice and a considered response given later. If the answer includes UPSI, a public announcement if considered necessary, should be made before responding.

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VII. Principles of Fair Disclosure

Principles of Fair Disclosure for purposes of Code of Practices and Procedures for Fair Disclosure of UPSI forms part of as set out in ( Annexure-1 ).

VIII. Amendment of the Code

This Code and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchange where the securities of the Company are listed.

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Annexure-1

Principles of Fair Disclosure for purposes of Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

1. Promptly public disclosure of unpublished price sensitive information shall be made that would impact price discovery no sooner than information comes into being in order to make such information generally available.

2. Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to avoid selective disclosure.

3. Compliance Officer shall act as the chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.

4. Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.

5. Appropriate and fair response shall be provided to queries on news reports and requests for verification of market rumours by regulatory authorities.

6. Assurance shall be made that information shared with analysts and research personnel is not unpublished price sensitive information.

7. The transcripts or records of proceedings of meetings with analysts and other investor relations conferences shall be disseminated on the website of the company to ensure official confirmation and documentation of disclosures made.

8. All unpublished price sensitive information shall be handled on a need-to-know basis.

For Paras Petrofils Limited

DEEPAK Digitally signed by DEEPAK KISHORCHAN KISHORCHANDRA VAIDYA Date: 2021.03.10 11:53:34 DRA VAIDYA +05'30'

Deepak Kishorchandra Vaidya Wholetime Director DIN: 08201304

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