CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Besides mandatory compliance regime, the Company has always acknowledged the importance of good corporate governance and CSR. Since beginning the Company had tied itself with various kinds of social commitments.

Thus, we also appreciate initiative taken by the Governments in introducing CSR framework and CSR Policy has been developed in accordance with section 135 of the Companies Act 2013 (referred to as the Companies Act in this policy) on CSR and in accordance with the CSR rules (here by referred to as the Rules in this policy) notified by the Ministry of Corporate Affairs.

The Company strongly believes that Corporate Social Responsibility (CSR) is connected with the principles of sustainability and recognizes that its business activities have wide impact on the society in which it operates.

We believe that our Corporate Responsibility lies in embracing through commitment to grow in a socially and environmentally responsible way and meet with interests of all relevant stakeholders. Consequently, the Company also makes decisions taking into consideration the social and environmental factors while doing business along with financial parameters.

MISSION & OBJECTIVES

Our Company is running on Philosophy Called “Otsuka People creating new products for better health worldwide” and The policy aims at enabling and facilitating accomplishment of Company’s CSR Objectives’ outlined as follows:

a) We are committed to the common good through responsible business practices and adopting high value on good corporate governance parameters; b) We are committed to actively support the national development initiatives to ensure sustainable change;
c) We are committed to engender a sense of empathy and equity among employees of the company to motivate them to give back to the society.
d) We are committed to developing socially relevant innovative solutions.

e) We are committed to promoting education in and around our areas of operations as a long term Investment in society’s future viability. f) We are committed to balancing economic growth with ecological and social responsibility.

VALIDITY OF CSR POLICY

The Company’s CSR Policy has been approved by the Board of Directors on May 29, 2017. The CSR Policy may be amended as required by the Board time to time.

APPLICABILITY

This CSR Policy shall apply to all CSR projects/ programs undertaken by the Company in India as per Schedule VII of the Act. This CSR Policy shall be applicable to all the plants and office locations of Otsuka Pharmaceutical India Private Limited.

GENERAL PROVISIONS

• The projects undertaken as CSR Activities through an implementing agency should be in co-relation and compliance to the said Act and Rules
• CSR Projects with area of operation within India shall only be taken into consideration.
• Otsuka Pharmaceutical India may collaborate with other companies for undertaking CSR Projects, in such manner that the CSR Committees of respective companies are able to report separately on such projects and in accordance with the said Rules. Further each such collaborating company has to individually comply with requirements of the said act.

CSR FOCUS AREAS

For purposes of focusing its CSR efforts in a continued and effective manner, the following areas have been identified:
i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

ii) Promotion of education, including special education and employment enhancing vocation skills especially among children, women, elderly, differently abled and livelihood enhancement projects;

iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water

v) Protection of national heritage, art 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;

vi) Measures for the benefit of armed forces veterans, war widows and their dependents;
vii) Training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;

viii) 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, Scheduled Tribes, other backward classes, minorities and women;

ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

x) Rural Development Projects.

xi) Any other project / areas that may be specified by Ministry of Corporate Affairs from time to time.

The above focus areas are in line with the Schedules VII of the Companies Act, 2013. The CSR Projects that benefit only the employees of the Company and/ or their families shall not be considered as CSR Activities, within the purview of this Policy and Section 135 of the Companies Act, 2013 read with the CSR Rules

IMPLEMENTATION PROCESS

a) Identify Projects:

Based on the study of the focus areas, need assessment will be done and the project shall be identified.

b) Identify Implementing Agencies:

It is the responsibility of the CSR Committee, while the implementation modality of a
CSR project / program is defined, to ensure that the external body who would execute the said project / program is clearly identified.

The external body shall meet the following criteria:-

i)   NGO’s / Societies / Trusts / Professional Organizations / Academic Institutions / Hospitals / Section 8 Companies formed for Non-Profit, etc.

ii)  Have a permanent office / address in India;

iii)  Be a registered organization under relevant statute and bear such registration

Certificate in its name;

iv)  Possess a valid Income ‐ tax Exemption Certificate;

v)  Have verifiable antecedents, subject to confirmation;

vi)  Have a track record of at least three financial years.

c) Recommendation to the Board and Approval:

The CSR Committee shall recommend to the Board of Directors, the CSR projects or programs which the Company plans to undertake specifying the modalities of execution of such projects or programs and implementation schedules for the same and also the monitoring process of such projects.

d) Sanction and Disbursement of Funds:

The Board of Directors upon approval may sanction CSR Funds to such Projects / Programs to be undertaken and disburse the funds to the Implementing Agency so appointed for undertaking the CSR Project.

ROLES AND RESPONSIBILITIES

Board

The Board of Director will be responsible for:

i. Constituting the CSR committee through a Board resolution with the defined composition and tenure.
II. Approve the CSR policy as formulated by the CSR Committee through a Board resolution
III. Ensure that every financial year funds committed by the Company for CSR activities are utilized effectively and will monitor implementation regularly.
IV. Disclosure in its Annual Report names of CSR Committee members, the content of the CSR policy and ensure annual reporting of its CSR activities on the Company website.

V. Ensure annual reporting of CSR policy to the Ministry of Corpoarte Affairs, Government of India, as per the prescribed format.

CSR COMMITTEE

i. Composition of the CSR committee: will consist of three directors or such number of directors as may be prescribed from time to time.

ii. Responsibility of the CSR committee:

• Identify CSR team for implmentation of CSR programmes and Projects
• Formulate the CSR policy and identify activties to be undertaken as per Schedule VII of the Companies Act 2013.
• Recommend the CSR expenditure to be incurred.
• Report back to the Board of Directors for approval of the CSR policy
• Regularly monitor the implemention of the CSR policy.
• Change/Modify the CSR policy as per requirment.
• The Company Monitoring and Reporting Framework

In compliance with the Act and to ensure whether funds spent on CSR programmes are creating the desired impact on the ground, a comprehensive Monitoring and Reporting framework is being put in place. The monitoring and reporting mechanism is divided into three distinct areas:

I. Programme Monitoring
II. Evaluation
III. Documentation and Reporting