1. 1.0 Policy Objective

    • 1.1 The Company is committed to pursue its business objectives in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour and for the purpose encourage and protect all of its employees who wish to raise and report their genuine concerns about any unethical behaviour, actual or suspected fraud or violation of Company’s Code Of Conduct.

    • 1.2 Section 149(8)-Schedule (IV) and 177 of the Companies Act, 2013 envisages an adequate and functional vigil mechanism to deal with reports of concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use; Section 177 of the Act further enjoins every listed company to establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed and such vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases: Provided that the details of establishment of such mechanism shall be disclosed by the company on its website, if any, and in the Board’s report.

      SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which, inter-alia, provides, adoption of a Whistle Blower Policy by (a)
      establishment of a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct or ethics policy, (b) such mechanism should provide for adequate safeguards against victimization of director(s)
      / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases; and (c)
      disclosure of the details of establishment of such mechanism on the Company website and also in the Board’s report to the shareholders of the

    • 1.3 In compliance with the aforementioned statutory requirements, this Whistle Blower Policy sets out a functional vigil mechanism to receive, review, investigate into, initiate corrective action, and report on any genuine concern reported by any employee or a director and also to provide for adequate safeguards against victimization of such persons who avail of this mechanism and to encourage responsible and secure whistle blowing.

    • 1.4 This Policy shall in no manner, release an employee from his obligations of confidentiality under the terms of his employment under the Company nor the mechanism provided herein shall be used to seek redressal of his personal grievances.

    • 1.5 This Policy shall be called Prataap Snacks Limited- Whistle Blower Policy, and shall come into effect from the date of its adoption by the Board of Directors of the Company, and will remain in force until further orders.

    • 1.6 The Board of Directors may at their sole discretion may modify this Policy at any time due to factors such as Company organizational changes, the changes in applicable laws and regulations etc.

  2. 2.0 Definitions

    • The following expressions hereinafter wherever used shall have the meanings ascribed against each.

    • (a) “Audit Committee” means the Audit Committee of the Company constituted by the Board of Directors under Section 177 of the Companies Act 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

    • (b) “Code” means the Company’s Code of Conduct and Ethics. (ba) “Conduct Rules” means and includes the Company’s Conduct, Disciplinary and Appeal Rules as may be in force from time to time, read with terms and conditions of employment under the Company.

    • (c) “Company” means Prataap Snacks Limited.

    • (d) “Concern” or “Complaint” means any genuine concern over any incidence of actual or suspected unethical behaviour in violation of the Code, or fraud or violation of laws as applicable to the Business of the Company and includes

      • 1. exercise of authority for personal benefit or the benefit of third party;

      • 2. any activity which might result or might have resulted in adverse impact on environment;

      • 3. any suspected or actual manipulation of company data/records, or Accounting or financial reporting violation;

      • 4. pilferation or unauthorized disclosure to third party of Company’s confidential/proprietary information;

      • 5. wastage/misappropriation of Company funds/assets;

      • 6. any suspected or actual incident of Bribery and Corruption;

      • 7. violation of any of the non-retaliatory provisions set out hereinafter, or

      • 8. Such other matter as may be included under this Policy from time to time.

    • (e) “Committee” means a Committee as may be constituted by the Chairman of the Audit Committee in consultation with the Managing Director of the Company, with the responsibility to initiate inquiries and undertake investigation into the Protected Disclosures made by a Whistle Blower to the Nodal Officer in accordance with this Policy. The Committee will generally comprise of three members one of whom will be the Nodal Officer who will act as the Convenor. The Committee may co-opt other members including outside experts as the Investigation may warrant on a case to case basis.

    • (f) “Disciplinary Action” means any action that can be taken on the completion of / during the investigation proceedings including but not limited to issue of a warning, imposition of fine, suspension or any other penalty as provided under the Conduct Rules.

    • (g) “Employee” means every employee of the Company (whether working in India or abroad), including the Directors in the employment of the Company.

    • (h) “Nodal Officer” means the Compliance officer of the Company, who shall be responsible to receive and refer all Protected Disclosures to the Chairman of the Audit Committee, and under his instruction preserve and protect in secrecy and strict confidence, all records and documentation relating to the investigations undertaken, findings of the investigations, corrective action taken and reported and related matters. Nodal Officer shall be the Convenor of the Whistle Blower Committee.

    • (i) “Protected Disclosure” means any communication of Concern made in writing and in good faith that discloses or demonstrates information which may be evidence of any act or omission which has taken place or suspected to taken place, involving any of the Reportable Concern.

    • (j) “Whistle Blower” is a person who avails of this Policy and makes a Protected Disclosure

  3. 3.0 Reporting Procedure

    • 3.1 Any Employee or any person other than the Employee, providing goods and services to the Company as a service provider who wish to avail of this Policy may as soon as possible, but no later than 30 consecutive days after becoming aware of the event, report his Concern either (a) in writing under a closed envelope marked “ WBP-PD” addressed by name to the Nodal Officer whose name, telephone number and email Id given under, or (b)by email under his own authentic email id, giving his own full name and address and contact address,

      Name & Address of the Nodal Officer Telephone number Email id
      Mr. Rishabh Kumar Jain
      Prataap Snacks Limited
      Khasra No.378/2, Nemawar Road, Gram: Palda, Indore-452020 (M.P.)
      Direct : 0731-2437621

      Indicating the following necessary particulars:

      • a) If an Employee, his name and Id no

      • b) If not an Employee, his contact details, address, telephone number and email Id if any,

      • c) If he is unwilling to reveal his identity, it shall be clearly understood by him that the Committee shall be free to deal the matter as follows:

      While the Committee is committed to investigate all reports promptly and fairly thoroughly. If the Whistle Blower does not reveal his identity or contact details, and where the Committee would not be in a position to investigate into the complaint without further communicating with the Whistle Blower to elicit further information, the Committee may not proceed with the complaint and treat the matter as closed.

    • 3.2 The Report shall, to the extent possible, indicate

      • I. The name/ description of the person suspected to be involved;

      • II. Outside party or parties involved if any;

      • III. Division/department/office/unit where it occurred/continues to occur;

      • IV. Date or period of occurrence;

      • V. Nature of Concern – unethical behavior / fraud/ violation of law/ or any other matter falling within the scope of the expression” Concern” as defined under this Policy;

      • VI. Documentary evidence or any other record evidencing the incidence of the concern or indicate the names of witnesses or the source or place where documentary evidence can be found ;

      • VII. Whom to contact for more information, if possible; and/or

      • VIII. Prior efforts IF ANY made to report the Concern and if so with what result ;

    • 3.3 Any other communication not in conformity with the provisions of this Rule 3.1 shall neither be received nor acted upon.

    • 3.4 Any complaint repetitive in nature concerning the same subject matter, which has been found baseless and unfounded, shall not be acted upon.

    • 3.5 Any Director who wish to avail of this Policy may report his Concern directly to the Chairman of the Audit Committee.

  4. 4.0 Procedure to receive, review, investigate into, initiate corrective action, and report on a complaint received from a Whistle blower

    • 4.1 Immediately upon receiving the envelope marked “WBP-PD” addressed to him by name, in conformity with the provisions of this Rule 3.1, the Nodal Officer shall make and maintain a detailed record of all the documentation received in a Register– Register of Protected Documents- which shall be serially page numbered and sequentially numbered against each Complaint received.

    • 4.2 The Register of Protected Documents shall be deemed to be a permanent record of the Company and be kept under safe custody of the Compliance Officer of the Company. The Register shall be open to inspection by a third party only upon specific authorization of the Board of Directors or as required under a due process of law.

    • 4.3 Unless specifically authorized by the Chairman of the Audit Committee, for the purposes of investigation, the identity of the person making over Protected Document shall not be disclosed to any third party or entity.

    • 4.4 To ensure confidentiality of the identity of the Whistle Blower, upon making the entry, a distinctive serial number as recorded in the Register of Protected Document shall be assigned to each set of Protected Disclosure and shall form the primary reference number for all further record and documentation.

    • 4.5 The Nodal officer shall make and submit a brief to the Chairman of the Audit Committee, setting out the following details:

      • a. Date of the written communication;

      • b. Serial Number assigned to the Protected Document;

      • c. Specific mention if the sender chooses not to reveal his/ her identity;

      • d. Nature of concern;

      • e. Whether the Concern was raised previously by anyone, and if so, the outcome thereof;

      • f. Whether any Protected Disclosure was raised previously against the person in question;

      • g. The financial / otherwise loss which has been incurred / would have been incurred;

      • h. Whether any person other than a company employee is alleged to be involved;

    • 4.6 Chairman of the Audit Committee may, in consultation with the Managing Director, unless Managing Director himself is also in the picture via. the Whistle Blower, decide if on the basis of the brief and any other facts presented, whether any preliminary enquiry is warranted and if so constitute a committee with the Nodal officer as the Convenor, to undertake a preliminary enquiry and submit its findings to the Chairman of the Audit Committee within a specified time.

    • 4.7 If upon initial enquiries, the Committee finds that the Concern raised in Protected Disclosure is frivolous or baseless, or that it is not a matter to be investigated further under this Policy, the Committee may so recommend and so record that it may be dismissed in its recommendations to the Chairman of the Audit Committee.

    • 4.8 In case the Committee is of the opinion that further investigation is required, then it shall be conducted in a fair manner, as a neutral fact-finding process and without presumption of guilt. Arising out of the fact finding, the Committee shall prepare and submit its findings inter-alia, setting out:

      • a. facts as discovered;

      • b. whether the facts as discovered conclusively affirm the veracity of the complaint and guilt of the person accused of or involved;

      • c. financial/ otherwise loss which has been incurred / would have been incurred;

      • d. recommendations for taking appropriate action against the person accused of or involved and

      • e. preventive measures to avoid reoccurrence of the matter, and

      • f. Whether Whistle Blower needs to be informed of the outcome of his complaint or not.

    • 4.9 The Committee shall submit its recommendations within 30 days of receiving the Complaint and the Chairman of the Audit Committee shall refer the matter to the Chairman and Managing Director of the Company and jointly advise the concerned disciplinary authority to take such disciplinary/other actions as deemed fit.

    • 4.10 In exceptional cases, where the Whistle Blower is not satisfied with the outcome of the investigation and the decision, and expresses his intention to appeal, Committee may afford an opportunity, for the Whistle Blower to make a direct appeal to the Chairman of the Audit Committee, through the Nodal Officer no later than 30 days of the communication received in this behalf.

  5. 5.0 Safeguards against victimization of a Whistle Blower and encouragement for responsible and secure whistle blowing.

    • 5.1 This Policy strictly prohibits any unfair treatment or any retaliatory action in any form from any of other employees against any Whistle blower and expressly protects the identity of the Whistle Blower subject to the provisions hereunder; however where any Employee uses this Policy for making any false allegation or complaints knowing it to be false shall be deemed to have tarnished the reputation of the Company and another company employee and thereby committed a major misconduct and accordingly shall be subject to major penalties under the Conduct Rules.

    • 5.2 The Whistle Blower, Nodal Officer, members of the Committee and every employee involved in the Enquiry process shall:

      • a. maintain complete confidentiality/ secrecy of the matter;

      • b. not discuss the matter in any informal/social gatherings/ meetings;

      • c. limit disclosure of information only on need to know basis to other persons only for the purpose of completing the process and investigations;

      • d. not keep the papers unattended anywhere at any time;

      • e. Always keep the electronic mails/files under password.

    • 5.3 Any employees found not on compliance with the provisions of Rule 5.2 shall be deemed to have committed an act of wilful disobedience and will be liable for disciplinary action under the Conduct Rules.

    • 5.4 Any person found committing any Retaliatory Action against a Whistle Blower shall be deemed to have committed an act of wilful disobedience and will be liable for disciplinary action under the Conduct Rules.

    • For the purpose of this Rule the expression “Retaliatory Action” shall mean without limitation any of the following:

    • threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, discrimination, any type of harassment, biased behavior or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/functions including making further Protected Disclosures.

    • 5.5 In case of any threat or intimidation or likely threat or intimidation of a Retaliatory Action, the Whistle Blower, may directly approach the Nodal Officer who will refer the matter to the Chairman of the Audit Committee, who in consultation with the Chairman and Managing Director advise the concerned superior authorities to take necessary protective steps.

    • 5.6. If the Whistle Blower is called upon to render evidence in judicial or disciplinary proceedings, the Company will arrange for requisite legal support at Company’ s cost and expense . Any other employee assisting in the said investigation or furnishing evidence shall also be protected to the same extent as the Whistle Blower.

    • 5.7 The identity of the Whistle Blower shall be kept confidential.

  6. 6.0 Documentation of Complaints, Reports and Registers

    • 6.1 The Company shall maintain documentation of all complaints or reports including the Registers pursuant to Rule 4.2 subject to this Policy.

    • 6.2 The documentation shall include any written submissions provided by the Whistle Blower, any other Company documents identified in the complaint or by the Company as relevant to the complaint, a summary of the date and manner in which the complaint was received by the Company and any response by the Company to the Whistle Blower.

    • 6.3 All such documentation shall be retained by the Company for a minimum of eight (8) years from the date of receipt of the complaint.

  7. 7.0 Reporting

    • The Compliance Officer of the Company shall submit a quarterly report to the Audit Committee and the Board of Directors in such form and substance as may be prescribed by the Audit Committee regarding action taken on Complaints received by the Company under this Policy. The Company shall also present the setting up of the Vigil mechanism under this Policy in the Board’s report to the shareholders of the Company.


We at Prataap Snacks Pvt. Ltd. (“Company”), recognize the importance of taking responsibility for the social, ethical and environmental impact of our business, and of giving back to the society in which we operate.

This CSR policy (“Policy”) has been adopted by the board of directors in the meeting of the board of directors (“Board”) of the Company held on March 25, 2014.

A. Objective:
The main objective of the policy is to lay down guidelines for the Company to make CSR a key business process for sustainable development, making a positive impact on society, and enhancing the Company’s image as a credible and reliable business partner for suppliers and customers.

The key purpose of the Policy is to:

  • Define what CSR means to us and the approach adopted to achieve our goals;
  • Define the kind of projects that will come under the ambit of CSR;
  • Identify broad areas of intervention in which the company will undertake projects;
  • Serve as a guiding document to help execute and monitor CSR projects;

The CSR policy will enable Company:

  • to undertake/promote directly or indirectly programmes that benefit the community;
  • help fulfil social responsibilities;
  • to provide general charities;
  • maintain an eco-friendly and harmonious environment.

The Company’s CSR activities will not directly relate to (i) the business of the Company and (ii) welfare of its employees. The policy guidelines of CSR activities embody the following basic principles and core elements:

  • Care for all stakeholders including interaction with all stakeholders, sharing information relating to inherent risks and adopting counter measures thereto;
  • Ethical functioning through promotion of transparency, good governance practices;
  • Respect for workmen’s rights and welfare including development of effective grievance redressal system, prevention of employment of child labour;
  • Respect for environment; and
  • Activities for social development including education, skill building, health, cultural and social welfare.

B. Scope of Activities:
The CSR activities proposed to undertaken by the Company are as mentioned below:

  • Eradicating hunger, poverty and malnutrition, promoting preventive health care including preventive health care and sanitation and making available safe drinking water;
  • Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
  • Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
  • Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
  • Protection of national heritage, alt and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;
  • Measures for the benefit of armed forces veterans, war widows and their dependents;
  • Training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;
  • Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
  • Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  • Rural development projects and
  • Such other matters, in relation to the above.

C. CSR Committee:
Our CSR governance structure will be headed by the CSR committee (the “Committee”), that will be ultimately be responsible for the CSR projects undertaken. The Committee will report to our Board. The Committee would constitute of the following members:

  1. Anisha Motwani (Chairperson)
  2. Haresh Chawla
  3. Amit Kumat
  4. V.T. Bharadwaj
  5. Arvind Mehta


D. Implementation and monitoring:

  • The specific CSR activities proposed to be undertaken by the Company shall be identified and determined by the Committee.
  • The Committee shall monitor the progress of the activities undertaken and prepare a status report for review of the Board. The Committee shall ensure that the project is completed within the specified period.


E. Budget:
The CSR budget of the Company shall be fixed for each financial year on recommendation of the Committee and approval by the Board, taking into consideration the amounts prescribed by the Companies Act, 2013. Presently, the Companies Act. 2013, requires that in each financial year, the Company shall spend at least 2 (two) percent of the average net profits of the Company made during the 3 (three) immediately preceding financial years.


F. Committee meetings:

  • The meetings of the Committee shall be presided over by the chairman of the Committee.
  • Meetings of the Committee shall be held at least once every 6 (six) months and otherwise as often as circumstances require. Not less than 2 (two) such meetings shall be held in each financial year. All meetings of the Committee shall be conducted in English. The Company shall keep a minutes book containing the minutes of all meetings of the Committee in which there shall be recorded the time and place of such meeting, the names of those present and the proceedings thereof.
  • At least 3 (three) business days prior written notice of a meeting of the Committee shall be given to each member of the Committee. All notices for meetings of the Committee shall be in writing and shall specify the detailed agenda setting forth the business to be transacted, identifying in reasonable detail the issues to be considered by the members of the Committee at any such meeting. Further, copies of all relevant papers pertaining ot matters to be discussed at the meeting shall be distributed in advance of the proposed meeting, or in the case of a meeting on shorter notice, at least 24 (twenty four) hours in advance of the meeting to each of the Committee members. All notices shall be sent to each of the Committee members through email.
  • The quorum for any meeting of the Committee shall be the presence, in person or through video conferencing, of a majority of the members of the Committee. No business shall be transacted at Committee meeting unless there is a valid quorum both at the time the meeting is called to order and throughout the meeting.
  • If within half an hour from the time appointed for a meeting of the Committee, a quorum is not present in accordance with the provisions of point 4 above, or if during the meeting there is no longer a quorum, the meeting shall be adjourned to take place 7 (Seven) days later (if such day is not a business day, then the next business day) at the same time and place as the original meeting. The agenda for an adjourned meeting shall be the same as the agenda for the original meeting.
  • Decision Making: A decision shall be validly made at a meeting of the Committee only if passed at a validly constituted meeting by a simple majority of the members of the Committee. Each member shall be entitled to 1 (One) vote.


G. CSR through registered trust, society and/or otherwise:
The Board of the Company may decide to undertake CSR activities as recommended and approved by the Committee, thorough a registered trust or a registered society or a company established by the Company or its holding or subsidiary or associate company under section 8, of the Companies Act 2013, or otherwise. Provided that:

  • If such trust, society or company is not established by the Company or its holding or subsidiary or associate company, it shall have an established track record of 3 (three) years in undertaking similar projects;
  • The Company has specified the projects or programs to be undertaken through these entities, the modalities of utilization of funds or such projects and programs and the monitoring and reporting mechanism.


H. Information dissemination:
The Company will display this CSR policy on its website and will mention the same in the annual report of the Company.


I. Others:

  • The power to interpret, administer and/or amend the CSR rules will rest with the Board whose decision will be final and binding. The Board is empowered to make any supplementary rules, orders to ensure effective implementation of the CSR policy;
  • Any provisions of the policy would be subject to revision or amendment in accordance with the guidelines as may be issued by the Ministry of Corporate Affairs from time to time;
  • The Board reserves the right to modify, add, delete or amend any of the provisions of the policy; and;
  • In case of any doubt with regard to any provisions of the policy and also in respect of matters not covered herein, a reference will be made to the Board by the Committee. In all such matters, the decision of the Board will be final.

© 2017 Prataap Snacks Ltd.