Striving to do our bit for society

CORPORATE SOCIAL RESPONSIBLITY (CSR) POLICY:

Much before Corporate Social Responsibility [CSR] had become a mandatory responsibility of Corporates, your Company had engaged in such activities for decades for improving the health of particularly economically backward communities like Scheduled Tribes and in the field of education. Unichem being a pharmaceutical company, is naturally inclined to improve the health of general public at large and the Company is well known for its Quality and Reliability for over 6 decades. As a Policy, the Company had identified Health, particularly preventive health care for Scheduled Tribes and Education as its main focus of CSR projects and initiatives.

The present CSR initiatives focuses on two main recognized activities mentioned in Schedule VII of the Companies Act, 2013, namely promoting preventive health care and promoting education.

CSR POLICY ON PROMOTING PREVENTIVE HEALTH CARE:

The Company is engaged in the CSR project of catering to preventive health care with special focus on the economically backward community. Late Mr. Amrut Mody receipient of Padma Bushan along with co-founder, Late Mr. Shantibhai Sheth established the Adiwasi Unnati Mandal (AUM) which serves to the social needs especially of the economic backward community.

AUM caters to the medical needs of adiwasis [Scheduled Tribes] area almost 30km from Shahapur in Thane District of Maharashtra. AUM runs three primary health centres deep inside the Adiwasi area of Shahapur. The centres are fully equipped with medical facilities, medicines, doctors, paramedics and volunteers. Clinical Diagnosis through OPD camps for prevention and treatment of various ailments with particular emphasis on treating TB, Leprosy, Epilepsy, Diabetes, Cataract and Dental health care for Scheduled Tribes. AUM arranges free cataract and other surgeries through its association with Vision Foundation of India.

This is a continuous project/activity which started about 4 decades back and it has been continuously monitored by the Chairman & Managing Director [CMD] of the Company Dr Prakash A Mody who visits the centres alongwith a team of Doctors, Paramedics and Specialists on a regular basis throughout the year. Unichem has financially aided in setting up of these centres and also provides financial aid and medicines for conducting these preventive health care camps. Capital expenses for establishment of new centres or diagnostic equipments for the existing centres were earlier being reviewed by CMD will now be reviewed and monitored by the CSR committee from time to time.

CSR POLICY ON PROMOTING EDUCATION:

Unichem is the chief donor to Amrut Mody School of Management (AMSoM) which is promoted by Ahmedabad Education Society. AMSoM took its current shape after Ahmedabad Education Society established Ahemdabad University, recognized by UGC as private University. It is located in Ahmedabad and delivers business education through its three pioneer institutions. These are Postgraduate Institute of Management [PGIM]; H.L. Institute of Commerce [HLIC]; and B.K. Majumdar Institute of Business Administration [BKMIBA]. Each AMSoM institution has become the temple of high learning keeping in line with the vision of Ahmedabad University. AMSoM aims at providing global education at local costs, context and ethos. These institutions are already functional . Donations given by the Company are for the expansion and additional capital expenditure requirements of these Institutions. Mr. Prafull Anubhai, Independent Director on the Board of Unichem who is based in Ahmedabad monitors the execution of the projects without interfering in the day to day running of these institutions.

Unichem, apart from the Educational grant for the aforesaid institutions also provides financial assistance to all meritorious students who have economic need. AMSoM and its associate institutions run independently without any interference from Unichem or its Directors. The Board had already approved in principle to donate a sum of Rs. 15 crores in the year 2010 in all to the said Institutions to be used for various capital expenses over a period of 5 years. Out the aforesaid sum, Rs.11 crores has been already donated till March 31, 2014. All donations to the above said institutions which was hitherto monitored by Chairman and Managing Director and Mr. Prafull Anubhai will now be reviewed and monitored by the CSR Committee from time to time.

OTHER ENDOWMENTS FOR PROMOTION OF EDUCATION :

Unichem has contributed 1% of its issued capital to Bombay college of Pharmacy in form of shares as endowment. This endowment was made in the year 1985. Bombay College of Pharmacy is one of the pioneer pharmacy colleges in the country imparting quality education and training in the field of pharmacy over the last 50 years. The college uses the dividend earned on the shares for its institutional requirements and the Institution is independently run without any interference from Unichem.

In adherence with the Companies Act, 2013 and as per the requirements of Section 135 of the said Act, and Rules made thereunder, the Board of Directors at its meeting held on October 19 2013 has set up the Corporate Social Responsibility Committee. The Committee comprises of Dr. Prakash A. Mody , Chairman & Managing Director, as the Chairman of the Committee and Mr. Prafull Anubhai & Mr. Ramdas Gandhi, Non-Executive, Independent Directors as the other members of the Committee.

Nomination and Remuneration Policy of Directors, Key Managerial Personnel, Senior Management Personnel and other employees

1. Introduction

In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, key managerial personnel, Senior Management Personnel and employees of the company, to harmonize the aspirations of human resources consistent with the goals of the company and in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock exchanges (as amended from time to time), this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration Committee (“NRC”) and approved by the Board of Directors of the Company

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 under the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time . The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, Senior Management Personnel and other employees.

2. The Key Objectives of the Committee would be:

To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.
Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.
To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.
To determine whether to extend or continue the term of appointment of the Independent Directors on the Board on the basis of the report of performance evaluation of Independent Directors.
Formulation of criteria for evaluation of Independent Directors, the Board of Directors and the Committee of the Board
To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.
To recommend to the Board on Remuneration payable in whatever form to the Directors, Key Managerial Personnel and Senior Management in terms of the provisions of the Act and the applicable rules and regulations
To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.
To develop a succession plan for the Board and to regularly review the plan.
To Implement and monitor policies and processes regarding principles of corporate governance.
To assist the Board in fulfilling responsibilities.

3. Criteria for Board Membership and Board diversity:

The Director must have relevant experience in Finance/ Law/ Management/ Sales/ Marketing/ Administration/ Research/ Corporate Governance/ Technical Operations/ Human Resources or the other disciplines related to the Company’s business.
The Director should possess the highest personal and professional ethics, integrity and values.
The Director shall not have any material interest with the Company or any of its officers, other than as a director or shareholder of the Company. Wherever required the Director should disclose the nature of his interest, if there are reasons to believe there is or a likely hood of potential conflict of interest.
The Independent Director shall fulfill the criteria specified in Schedule IV & Section 149(7) of the Companies Act, 2013 and rules made thereunder and of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.
In case of re-appointment of Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level and other criteria’s as may be mentioned in the Remuneration policy.

4. Remuneration Policy

The Remuneration policy for the Directors, KMP, Senior Management Personnel and other employees are designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization.

The Remuneration Policy is generally based on industry benchmarks, the company’s performance vis-à-vis the industry, peer group comparison, factors like inflation rate in the country and performance of the employees. Remuneration comprises of fixed Component viz. salary, perquisites and allowances and a variable component based on the targets achieved

(i) Directors

Nomination and Remuneration Committee shall recommend to the Board, the remuneration, including the commission if any based on the net profits of the Company for the Executive Directors and Non Executive Directors (if any) within the maximum limits as set under the Companies Act, 2013, and Rules made thereunder and subject to the approval of the shareholders as and when applicable to reinforce the principles of collective responsibility of the Board.

The Company pays remuneration by way of salary, perquisites, stock options, and allowances (fixed component) and commission (variable component) to its Whole time Director other than the promoter Directors. A proper balance between fixed and variable component is aimed at.

Salary is paid within the limits recommended by the Nomination & Remuneration Committee and Board and approved by the shareholders within the stipulated limits of the Companies Act, 2013 and the Rules made thereunder. The remuneration paid to Executive Directors is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance. A comparison with the peer group if required is also considered for evaluation.

Perquisites and retirement benefits are paid according to the Company policy, and applicable laws and regulations as applicable to all employees.

Independent Non-Executive Directors are appointed for their professional expertise and skills in their individual capacity as independent professionals. Independent Non-Executive Directors are presently receiving sitting fees (including reimbursement of expenses for attending meetings) for attending the meeting of the Board and Board Committees. They have been allotted the Employee Stock Option Scheme (ESOS) under the erstwhile Companies Act, 1956 however shall not be eligible for future ESOS schemes if any of the Company.

The sitting fees paid to the Independent Non-Executive directors is determined periodically and reviewed based on the industry benchmarks.

(ii) Other Key Managerial Personnel, Senior Management Personnel and Other Employees

The remuneration of other KMP and other employees including Senior Management Personnel largely consists of basic salary, perquisites, stock options, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company policy.

They are also entitled to customary non-monetary benefits such as company car and company health care, telephone and accommodation.

The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification and experience / merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry and its peer group.

The annual variable pay of the whole time Directors and Senior Management Personnel if paid as recommended by the NRC will be linked to the performance of the Company in general and their individual performance for the relevant year measured against Company’s objectives fixed in the beginning of the year.

The appointment and remuneration payable to the directors, and the Key Managerial Personnel shall be as per the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Chairman & Managing Director shall approve the Remuneration payable to the Key Managerial Personnel (KMP) (other than the CMD & Wholetime Director, if any) from time to time on the criteria and parameters as mentioned in this NRC policy. The increments payable to the KMP (other than CMD and Wholetime Director, if any ) as decided by the CMD, may be noted at the ensuing NRC Meeting following the approval of/revision in the remuneration of the KMP’s. of the KMP’s. of the KMP’s.

5. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

6. Removal
Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

7. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age.

Necessary disclosures of this policy shall be made in the Annual Report of the Company in terms of Section 178 of the Companies Act, 2013 and the Listing Regulations.

This policy shall remain in force unless modified by the Board of Directors.

This policy has been amended, approved and adopted by the Board of Directors at their meeting held on October 30, 2018.