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
• Amendment
• Preamble
• Objective
• Approval by Board
• Definitions
• Eligibility
• Applicability
• Policy
• Reporting Procedure
• Investigation
• Decision & Reporting
• Confidentiality
• Protection
• Disqualification
• Access to Chairman of the Board of Directors
• Communications
• Retention of Documents

 

Amendment
Subject to the legal provisions and approval of the Board, Company, reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever.

Preamble
Extant regulation require OPI to frame and establish VIGIL MECHANISM/ WHISTLE BLOWER POLICY.

Approval by the Board
Accordingly, Company has established a Whistle Blower/ Vigil Mechanism and formulated a policy in order to provide a framework for responsible and secure Whistle Blowing/ Vigil Mechanism approved by the Board and it may be periodically reviewed by the Board.

Objective
The Vigil Mechanism (Whistle Blower Policy) aims to provide a channel to the stakeholders to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct, Global Code of Business Ethics or any notified policy of the Company. The Company is committed to provide a platform/ framework under which stakeholders of the company can report their genuine concerns and grievances.

Reporting under this policy neither releases stakeholders from their duty of confidentiality in the course of their engagement with Company nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

The mechanism provides for adequate safeguards against victimization of stakeholders and also provides for direct access to members of top management of the Company, in exceptional cases.

This Policy applies to stakeholders, regardless of their location. Violation will result in appropriate disciplinary actions. The stakeholders are required to familiarize themselves with this policy and in case of any question, employees are advised to seek guidance from the Human Resource Department of Company and other if stakeholders are required to seek guidance from Legal Department of Company.

Definitions
• ‘Board’ means The Board of Directors of the Company.

• ‘Company’ means “OTSUKA PHARMACEUTICAL INDIA PRIVATE LIMITED”

• ‘Complainant’ means a Stakeholder of the Company who makes a Protected Disclosure under this Policy.

• ‘Fact Finding Body’ means such person(s) of Vigilance and Ethics Officer(s) who have received the protected disclosure and includes any consultant appointed by such officers under the provisions of this policy, on case to case basis.

• ‘Protected Disclosure’ means any communication made by a complainant in good faith that reports, discloses or demonstrates her/his genuine concerns or grievances. The concerns or grievances may be relating to practices, work environment/ conditions, fraud, misappropriation of monies/ assets, malpractices, misuse 
   or abuse of authority, violation of company/statutory rules, gross negligence, and other such activities of reasonably negative nature which may be considered as tarnishing the image of the organization, its products, employee morale and employee’s/ stakeholder’s safety at the workplace.

• ‘Stakeholders’ means any person who is directly related to the Company, and which includes Customers/ Employees/ Vendors/ Agents/ Statutory Authorities/ Directors or any other person having any direct tangible interest in the Company.

• ‘Vigilance and Ethics Officer(s)’ are the person(s) nominated/ appointed to receive protected disclosure from complainant, maintaining records thereof, placing the same before the Board of Directors (Through the Chairman or by the persons mentioned in the escalation matrix below) for its disposal and informing the
   Whistle Blower the result thereof.

Eligibility
All Stakeholders of the company are eligible to make Protected Disclosures under the policy in relation to matters concerning the company. Such person shall necessarily be Stakeholder at the time of making ’Protected Disclosures’ under the Policy.

Applicability
This policy will remain current until withdrawn or modified.

POLICY
A. Reporting Procedure
A complainant before making a complaint under this Policy ought to have a reasonable belief that an issue exists, and s/he has acted in good faith. Further, Complainant or Fact-finding body assisting in the investigation shall also be protected to the same extent as the Complainant. Any complaint not made in good faith shall be viewed seriously and the complainant shall be subject to disciplinary action, including as per the rules/ certified standing orders of the Company.

All Protected Disclosures should be reported in English language in writing (either typewritten or handwritten) under a covering letter and signed by the complainant as soon as the Complainant is sure of the unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct, Global Code of Business Ethics or any notified policy of the Company.

The envelope should be super scribed as ‘Protected disclosure under the Vigil Mechanism/ Whistle Blower Policy’ and sent to Corporate Office of the Company or sent through email (to: VigilMechanism@Otsukapharma.in) 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.

The Company has established the following Escalation Matrix for Reporting & Investigation by Vigilance and Ethics Officer(s) of the complaints received under the Vigil Mechanism/Whistle Blower Policy, which shall report to the Board about all the outcome of the Investigation.

1. Head-HR / Head Corporate Planning
2. Executive Committee of the Company
3. The Board

The complaint shall be submitted to the lowest escalation matrix, i.e. first to Head HR.
• However, if the complaint is against Head HR, it shall be submitted to Head Corporate Planning.
• However, if the complaint is against both – Head HR and Head Corporate Planning, the complaint shall be submitted to Executive Committee of the Company.
• However, if the complaint is against all – Head HR, Head Corporate Planning, any/all member(s) of Executive Committee, the complaint shall be submitted to Board through suitable means.

On receipt of the protected disclosure the Vigilance and Ethics Officer(s) shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

Anonymous/ Pseudonymous disclosure shall not be entertained by the Vigilance and Ethics Officer(s).

The complaint shall be addressed by the recipient of the complaint (direct receipt of complaint from complainant or by escalation), preferably within 45 working days, in best possible means, keeping a justified view and considering long term interest. If the complaint is not addressed within stipulated time, the recipient of the complaint shall submit the complaint and all workings and/or findings to the next level in the escalation matrix and shall assist in addressing the complaint.

B. Investigation
All Protected Disclosures under this policy shall be recorded and thoroughly investigated. The Fact-Finding Body shall carry out an investigation. The result of the investigation shall be informed to the Board.

The Board, if deems fit, may call for further information or particulars from the complainant and at its discretion, consider involving any other/ additional Officer of the Company and/ or Committee and/ or an outside agency for the purpose of any further investigation, if required.

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

All information disclosed during the course of the investigation shall remain confidential and shall not be shared to complainant or any other employee, except as necessary to conduct the investigation and/or to take any remedial action, in accordance with this policy and applicable law. However, the Vigilance and Ethics Officer(s) shall disclose all the relevant facts to the top management, of the Company for the Complaint, wherever the Vigilance and Ethics Officer(s) feels necessary.

C. Decision & Reporting
If an investigation leads to a conclusion, that an improper or unethical act has been committed, the Vigilance and Ethics Officer(s) shall recommend to the Board of Directors of the Company to take such disciplinary and/or corrective action as it may deem fit.
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 personnel or staff conduct and disciplinary procedures.

If an investigation leads to a conclusion that a false allegations of unethical & improper practices is made by any complainant, subject to the opinion of the Vigilance Officer or the Board of Director, the complainant shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

D. Confidentiality
The Complainant, Fact Finding Body, or any person who has access to the information related to the Complaint received under this policy 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.

E. Protection
No unfair treatment will be meted out to a Complainant by virtue of her/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 practice being adopted against a Complainant. Complete protection will, therefore, be given to the Complainant 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 Complainant’s right to continue to perform her/his duties/ functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Complainant may experience as a result of making the Protected Disclosure. Thus if the Complainant is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Complainant to receive advice about the procedure, etc.

F. Disqualifications
While it will be ensured that genuine Complainants 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 Complainant knowing it to be false or bogus or with a mala fide intention.

Complainants, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be strictly prosecuted.

G. Access to the Board
The Complainant shall have right to access of the Board directly in exceptional cases and the Board is authorized to prescribe suitable directions in this regard.

H. Communication
This Policy cannot be effective unless it is properly communicated to the Stakeholders. Stakeholders shall be informed through by publishing on the intranet and the website of the Company or any other common platform.

I. 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.