OTSUKA PHARMACEUTICAL INDIA PRIVATE LIMITED                                                                                                
CIN: U24230GJ2012PTC072692

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VIGIL MECHANISM/WHISTLE BLOWER POLICY

APPLICABILITY
This policy applies to all employees of Otsuka Pharmaceutical India Private Limited (OPI).  All employees are expected to familiarise themselves with the policy and act in accordance therewith at all times.

POLICY CONTENTS
• PREAMBLE
• OBJECTIVE/PURPOSE
• DEFINITIONS
• ELIGIBILITY
• REPORTING PROCEDURE
• INVESTIGATION
• DECISION & REPORTING
• CONFIDENTIALITY & MANAGEMENT ASSURANCE
• PROTECTION
• DISQUALIFICATION
• ACCESS TO CHAIRMAN OF THE BOARD OF DIRECTORS
• COMMUNICATION
• RETENTION OF DOCUMENTS
• AMENDMENT

 

PREAMBLE
The Complaint Management Policy of the Otsuka Pharmaceutical India Private Limited has been in place by this Vigil Mechanism/Whistle Blower Policy which was approved by the Board of Directors of the Company (‘the Board’) at its meeting held on 22nd March, 2016.  This policy was subject to amendment by the Board from time to time.

The purpose of the present policy, applicable to employees of Otsuka Pharmaceutical India Private Limited is to be consistent with the relevant provisions of the Companies Act, 2013 and Section 177 of the Companies Act, 2013 requires company to have a vigil mechanism/Whistle Blower Policy for the directors and employees to report genuine concerns in such manner as may be prescribed.

OBJECTIVES/ PURPOSE
The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to provide a platform/ framework under which a director or an employee of the Company is able to report their genuine concerns and grievances.

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Board of Directors in exceptional cases.

This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

DEFINITIONS
“The Board” means “The Board of Directors of the Company.

“The Company” means “OTSUKA PHARMACEUTICAL INDIA PRIVATE LIMITED”

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

“Executive committee” means a committee formed and consisting of such number of members of the Board and other official of the company as may be approved by the Board for the purpose of pursuing day to day business operations of the company.

“Protected Disclosure” means any communication made by a Whistle Blower in good faith that reports, discloses or demonstrates his genuine concerns or grievances. The concerns or grievances may be relating to work behaviour/ethics/ practices, working conditions, management ethics/ practices, business ethics/ practices, actual or suspected fraud, misappropriation of monies, actual or suspected malpractices, misuse or abuse of authority, violation of company rules, manipulations, negligence, and other such activities of reasonably negative nature which may be seen to tarnish the image of the organization, its products, its social image, employee morale and employee’s safety at the workplace. But it does not cover actions arising out of false or mala fide intention;

“Vigilance Officer” is a person nominated/appointed under this policy and/or any member of the Executive Committee, as may be constituted by the Board from time to time and who is authorised to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Board of Directors (Through the Chairman) for its disposal and informing the Whistle Blower the result thereof.

“Whistle Blower” is a Director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

ELIGIBILITY
All Directors and Employees of the Company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company. Such person shall be Director or Employee ‘at the time of making’ Protected Disclosures under the Policy.  The protected disclosure can be made by the Directors and Employees of the Company on the official e-mail id of any member of Executive Committee, or by registered post or by courier to be addressed to any member of Executive Committee with a superscription “CONFIDENTIAL TO BE OPENED BY ADDRESSEE ONLY”.

REPORTING PROCEDURE
A complainant before making a complaint under this Policy ought to have a reasonable belief and acted in good faith that an issue relating to violation of Rule or one of the principles laid down in Otsuka Pharmaceutical India Private Limited’s Code of Ethics and Policies has been or is about to be violated.. Any complaint not made in good faith shall be viewed seriously and the complainant shall be subject to disciplinary action as per the rules/ standing orders of the Company. Further, any other Employee assisting in the investigation shall also be protected to the same extent as the Whistle Blower.

All Protected Disclosures should be reported in writing by the complainant as soon as possible, the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Vigil Mechanism /Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Vigil Mechanism / Whistle Blower policy”. If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if a normal disclosure.

Employees/Directors of Otsuka Pharmaceutical India Private Limited are free to choose the reporting channel for their compliant to:
(i) Any member of the Executive Committee, Otsuka Pharmaceutical India Private Limited at
21st Floor, Westgate, B-Tower, S.G. Highway, Ahmedabad - 380 015.
E-mail: vigilmechanism.corp-amd@otsukapharma.in
Presently, the Executive Committee consist of the following members:
(i) Mr. Shuichi Takagi - Director & CEO
(ii) Mr. Makoto Sekiyama - COO & Director
(iii) Mr. Hitoshi Sato = Director
(iv) Mr. Nitish Iyer - Head - Finance
(v) Mr. Vinay Jathar - Head - Manufacturing
(vi) Mr. Parag Swadia - Asst. VP - Corporate Planning  

In order to protect the identity of the complainant, the Vigilance Officer/Member, Executive Committee, who is in receipt of the protected disclosure, will not issue any acknowledgement to the complainants and they are not advised neither to write their name/address on the envelope nor enter into any further correspondence with the Vigilance Officer/Member, Executive Committee.

On receipt of the protected disclosure the Vigilance Officer/Member of Executive Committee shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

 
INVESTIGATION
All Protected Disclosures under this policy will be recorded and thoroughly investigated. The Vigilance Officer/Member, Executive Committee will take effective steps to respond to any concern and will immediately report the Protected Disclosure to Executive Committee.  Executive Committee will hold a meeting to discuss and investigate the matter.  Executive Committee may further form an Expert Committee to carry out detailed investigation in the matter concerned.  Expert Committee may consist of one or more Members of the Executive Committee and/or such other Officer of the Company as the Executive Committee may think fit and appropriate to investigate the matter concerned.   Executive Committee may also refer the matter for further investigation to an outside independent agency for submitting their report on the matter within prescribed time. 

Expert Committee/outside Agency\if deems fit, may call for further information or particulars from the complainant at its discretion, consider involving any other/additional Officer of the Company.

The investigation by itself would not tantamount to an accusation and is to be treated as a neutral fact finding process.

All Protected Disclosures reported under this Policy will be thoroughly investigated and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with applicable law.

DECISION AND REPORTING
The Expert Committee shall submit its detailed report to the Executive Committee for the decision and further reporting.  If findings of the investigation leads to a conclusion upto the satisfaction of the Executive Committee that an improper or unethical act has been committed, the Executive Committee shall recommend to the Board of Directors of the Company to take a suitable disciplinary or corrective action as it may deem fit and appropriate. All disciplinary action recommended will be in accordance with applicable laws.  The person raising concern will also be informed of the outcome of the investigation.

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 director/employee’s conduct and disciplinary procedures.

A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Board at their meeting.

A complainant who makes false allegations of unethical & improper practices, subject to the opinion of the Expert Committee, shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.   

If the report of investigation is not to the satisfaction of the Whistle Blower, he has the right to report the event to the appropriate legal or investigating agency.

CONFIDENTIALITY & MANAGEMENT ASSURANCE
Members of the Board of Directors and employees are encouraged to report the incident by identifying themselves. Such identification helps the investigation process.  In case the complainant decides not to disclose his her identity, an ANONYMOUS report cannot be submitted.  It is responsibility of each person to report and incident regardless of the choice of disclosing or not disclosing his/her identity. 

The complainant, Vigilance Officer, Members of the Executive Committee and also the Board of Directors and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody or if it becomes necessary in certain circumstances where it is legally required to be so disclosed.

PROTECTION
No unfair treatment will be meted out to a Whistle Blower by virtue of him having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against a Whistle Blower. Complete protection will, therefore, be given to the Whistle Blower against any unfair practice like retaliation, threat or intimidation of 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 duties / functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure, etc.

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 malafide intention.

Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be malafide, frivolous or malicious, shall be liable to be prosecuted.

ACCESS TO CHAIRMAN OF THE BOARD OF DIRECTORS
The Whistle Blower shall have right to access of the Board of Directors directly in exceptional cases and the Chairman of the Board of Directors is authorized to prescribe suitable directions in this regard.

COMMUNICATION
This Policy cannot be effective unless it is properly communicated to the Directors and Employees. Directors and Employees shall be informed through by publishing on the Notice Board and the website of the Company.

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 period of 7 (seven) years or such other period as specified by the relevant law in force, whichever is more.

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 Directors and employees unless the same is not communicated in the manner described as above.