Business Ethics

A MESSAGE FROM PRESIDENT

IPL Colleagues: We aspire to be a leader in the Biologicals space. To reach there, our unwavering commitment to our Core values is critical. Today, customers, partners, media and the government authorities around the world look at not only what company’s do, but how they do it. That’s why conducting business with high ethical standards is important now than ever before. No matter what demands are placed on us during our work day, we cannot let anything come between us and our Values. To help you understand our Ethics policy and your personal accountability, we have our Code of Conduct, a dynamic document that we will update regularly. Please refer to it often, so that it becomes your guide on how to conduct business within, and on behalf of, International Panaacea Limited.

I seek your commitment to make IPL a great place to work, and a partner of choice for our customers, suppliers and contractors.

Harshvardhan Bhagchandka

President

Preface

OBJECTIVE

The Ethical Policy is intended to serve as guide for each employee on the values, ethics and business principles expected of him or her in personal and professional conduct.

APPLICABILITY

This code shall apply to all employees including Board members, and members of senior management of International Panaacea Limited (IPL). For this code, members of the senior management (hereafter refer to as Senior managers) shall mean Functional /Department/Business heads, General Managers and above. Directors and senior managers shall observe the highest standards of ethical conduct and integrity and shall work to the best of their ability and judgement. They shall be governed by the rules and regulations of the company, as applicable from time to time.

1.STANDARDS OF BUSINESS PRACTICE

International Panaacea Limited is committed to high ethical standards in our business dealings.

1.1. Bribery and corruption

INTERNATIONAL PANAACEA LIMITED is vehemently opposed to bribery and corruption in whatever form it may take.

Any payments & gifts made by or on behalf of INTERNATIONAL PANAACEA LIMITED and which induce or are intended to induce someone to act improperly or influence business transactions which further needs to be investigated and may result in disciplinary action including summary dismissal, against employees concerned. e.g. payments & gifts to public officials to influence them in the performance of their duty (other than payment of & subscriptions as per the act of law).

Gifts or entertainment may only be offered to a third party if they are consistent with customary business practices, are modest in value and cannot be interpreted as inducements to trade. Where there is any doubt, guidance should be sought from the Legal Counsel.

Procurement of RMC & packing material from suppliers will be made solely on the basis of its quality, specification, pricing, and never on the basis of receiving any inducements in the form of payments, gifts or favours or in any other form.

1.2. Treatment of customers

We should treat our customers in open and honest manner and treat them as our business growth partners. A company growth is always depend upon the customer’s expectations and company obligations. So we make practice to treat our customer in best ethical manner for sustainable business relations.

All of us are expected not to make deliberately false or deceptive claims about our products. But instead provide full disclosure of all pertinent limitations and problems.

1.3. Treatment of suppliers

Our suppliers are entitled to fair treatment. It is our policy to pay suppliers in accordance with agreed terms of trade. We set high standards for our suppliers in the context of our own ethical policy and some other support needs to be given to our suppliers for efficient and smooth supply, i.e.

2.OUR APPROACH TO CORPORATE GOVERNANCE

INTERNATIONAL PANAACEA LIMITED is committed to protecting the interests of our stakeholders and our organisation through compliance with the relevant legal and regulatory environments and careful management of business risks.

2.1. Compliance with the law

INTERNATIONAL PANAACEA LIMITED will strictly comply with all local, state, central and other applicable laws, rules and regulations. The products and services we offer shall comply with applicable laws, including product packaging, labelling and manufacturing obligations.

It is the responsibility of all managers to ensure, by taking legal or other expert advice where appropriate, that they are aware of all local laws and regulations which may affect the area of the business in which they are engaged.

2.2. Accounting standards and records

All accounting documentation must clearly identify the true nature of business transactions, assets and liabilities in conformity with relevant regulatory, accounting and legal requirements. No record or entry may be false, incomplete or suppressed.

All reporting must be accurate and complete and in compliance in all material respects with accounting standards, policies and procedures, as outlined in the Accounting standards. Employees must not materially mis-state or knowingly misrepresent management information for personal gain or for any other reason. Concerns that this may have or will occur should be reported via the whistleblowing facilities available.

2.3. External reporting

INTERNATIONAL PANAACEA LIMITED businesses may be required to make statements or provide reports to regulatory bodies, government agencies or other government departments. Care should be taken to ensure that such statements or reports are correct, timely and not misleading. Senior management must be made aware of any sensitive disclosure before it is made.

2.4. Competitor Practices

IPL will strictly prohibit to share business information with competitors like product pricing, dealer scheme & incentive policy, product legal compliance, staffs & dealer network, our business strategies and any other confidential information by which competitors could take benefits from IPL. Extra caution has to be taken while interacting with competitors.

3.OUR COMMITMENTS TO OUR EMPLOYEES

INTERNATIONAL PANAACEA LIMITED is committed to optimising individual and business performance through employing the best people at all levels and creating an environment in which they want to and are able to contribute fully to the organisation success. To achieve a working environment in which team spirit and commitment to the goals and values of INTERNATIONAL PANAACEA LIMITED are maintained, we all have a duty to ensure that individual employees are treated fairly and with dignity and respect.

3.1. Regulatory Requirements

In dealing with its employees, INTERNATIONAL PANAACEA LIMITED will act in compliance with national regulatory requirements and employers’ obligations to employees under labour or social security laws and regulations must be respected.

3.2. Fundamental Principles and Rights at Work

INTERNATIONAL PANAACEA LIMITED supports local legislations and practices. Employment will be freely chosen with no use of forced or child labour, and we will not discriminate on the basis of gender, colour, ethnicity, culture, religion, sexual orientation or disability and will abide by all anti-discrimination legislation in every jurisdiction where IPL operates.

3.3. Harassment

Harassment can be defined as unwanted behaviour, which a person finds upsetting, embarrassing, humiliating or offensive. Conduct involving the harassment (sex, race, caste, religion, or disability of fellow employees) of any employee is unacceptable. Should an employee believe that he or she has been harassed the matter should be raised with the relevant Human Resources Manager who will arrange for it to be investigated impartially without delay.

3.4. Equal opportunity

INTERNATIONAL PANAACEA LIMITED values all its employees for their contribution to the business. Opportunities for advancement will be equal and will not be influenced by considerations other than their performance, ability and aptitude. Employees will also be provided with the opportunity to develop their potential and, if appropriate, to develop their careers further with the company.

3.5. Health, safety, environment & social responsibility

The safety of the employees at the work place is a primary concern of the company. Each of us must comply with all applicable health and safety policy. IPL shall strive to provide a safe and healthy working environment in and around its manufacturing facilities and other point of operations.

4.OUR APPROACH TO BEING A GOOD CORPORATE CITIZEN

INTERNATIONAL PANAACEA LIMITED is committed to being a good corporate citizen, taking account of the economic, social and environmental impact of our business and aiming to maximise the benefits and minimise any negative impact of our global operations.

4.1. Contribute to society and human well-being

This principle concerning the quality of life of all people affirms an obligation to protect fundamental human rights and to respect the diversity of all cultures. We must attempt to ensure that the products of our efforts will be used in socially responsible ways, will meet social needs and will avoid harmful effects to health and welfare of others.

In addition to a safe social environment, human well-being includes a safe natural environment. Therefore, all of us who are accountable for the design, development, manufacture and promotion of company’s products, must be alert to, and make others aware of, any potential damage to the local or global environment.

4.2. Local communities

We conduct our business with respect and consideration for the good of local communities, taking steps to minimise any disturbance as a result of our operations. We will also serve local interests by providing good employment opportunities and effective services and products and paying a fair wage which supports a reasonable standard of living for our employees and their families.

5.EMPLOYEE COMMITMENTS TO INTERNATIONAL PANAACEA LIMITED

Employees have a duty to promote the interests of the company. This policy cannot anticipate every eventuality where actions of employees may conflict with our ethical standards. Employees are therefore expected to exercise good ethical judgement even when circumstances might not otherwise specifically violate this code of conduct or where specific laws or regulations do not apply. If in any doubt, employees should consult local legal counsel.

5.1. Protecting Company Assets

Protecting the company assets is the key responsibilities of every employee. The company’s assets have been utilise only for the purpose of business conduct for which they authorize. Care should be taken to ensure that assets are not misappropriated, loaned to others or sold without appropriate authorization.

All safeguard against loss, damage, misuse or theft has to be taken. Employees who violate any aspect of this policy or who demonstrate poor judgement in the manner in which they use any company asset may be subject to disciplinary action.

5.2. Travel

During the course of travel, employees cannot claim unauthorized expenses which includes but not limited to employees own expenditures for which they are not authorized. When combining business and personal travel or if family members will be accompanying business travel, their travel and lodging expenses cannot be claimed by the employees.

5.3.    Prohibition from acceptance of payments by employees from party

Employees should not accept any kind of payment or sales realization in cash from party or individuals during the course of business transactions.

5.4. Confidential information

Employees must not make use of confidential information obtained through their employment for personal gain. The disclosure of confidential information to any third party during or after employment is not permitted unless the disclosure has been appropriately authorised, is for a legitimate business reason and the information is being communicated securely. ‘Confidential information’ is either information that has been described specifically as being confidential or is otherwise obviously confidential from the surrounding circumstances.

The term ‘confidential information’ does not include information in the public domain or information which the individual concerned is required by law to disclose.

5.5. Conflicts of interest

Every employee has a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of the Company, or which divides his or her loyalty to the Company. In case there is likely to be conflict of interest they should disclose all facts and circumstances thereof to the immediate senior or to the HR and a prior written approval should be obtained.

5.6. Social networking

Employees who engage in social networking on websites which show any association with, or make reference to, INTERNATIONAL PANAACEA LIMITED are expected to behave in ways that are consistent with INTERNATIONAL PANAACEA LIMITED values and policies. Employees must therefore ensure that the company is not exposed to legal or reputational risks and the safety and security of employees, customers and the general public are not undermined.

5.7. Conducting personal business on company time

We expect that all employees should not involve in any personal work during office time which may directly or indirectly affect his/her productivity or core business of IPL.

If anyone has very urgent work than he/she first intimate the next senior about the work and again inform after the completion of work.

5.9. Safeguarding Intellectual Property

The protection of Intellectual Property Rights is an integral part of Ethics Policy. All   are responsible to protect the IPR of the Company which includes but not limited to Brand, Trade Mark, Copyright, technical information, specifications, trial reports, application protocols, any information related to methods, processes, formulae, compositions, techniques, trade secrets, know how, research projects, drawings, reports, etc.

Be aware of potential abuse of IPL brands by co-workers, customers, suppliers, competitors, and on the internet. Identify any brand abuse of infringement to your line management, corporate marketing or the legal department.

Also, employees must respect and properly use others trademarks and copyrighted materials, including when copying and distributing material and using computer software.

6.IMPLEMENTATION

This Business Ethics Policy must be adopted by IPL as a minimum standard and issued to all INTERNATIONAL PANAACEA LIMITED managers and relevant specialists. The ethics policy further promoted down the line through appropriate training and other channel of communications and an annual sign off implemented.

For all new staff, employment contracts or written statements will include the Business Ethics Policy. These should be signed, retained on file and be auditable.

Implementation of and adherence to the Business Ethics Policy is monitored as part of INTERNATIONAL PANAACEA LIMITED compliance processes. The policy will be reviewed annually.

Any action by an employee, which deliberately or recklessly breaches this ethics policy, may result in disciplinary action and where appropriate, criminal proceedings will be instituted.

6.1. Staff complaints, concerns and suggestions

Staff can expect that the Company will give due consideration to their genuine & constructive suggestions like any fraud, misrepresentation, theft, harassment, discrimination and non-compliance with regulations, legislation, policies and procedures. Such concerns/suggestions should be informed to the HR in first instance.

Concerns must be investigated impartially so that the employee’s rights are protected. To ensure that confidentiality is maintained, employees should not discuss such concerns with colleagues or other third parties, unless specifically authorised or unless it is a legal requirement.

6.2. Compliance monitoring

We monitor, on a regular basis, compliance with this ethics policy, using information reported via the confidential reporting facility i.e. e-mail, confidential written letter etc., internal/external audit and ongoing management reporting.

8.ETHICS TRAINING AND COMMUNICATION

A major step in developing an effective ethics program would be to implement a training program and communication system to train educate and communicate employees about the company Ethical Policy.

Training programs can educate employees about the company’s policies and expectations, as well as relevant laws, regulations and general social standards. These can also make employees aware of available resources, support systems, and designated personnel who can assist them with ethical and legal advice. They empower employees to ask tough questions and make ethical decisions.

To be successful, business ethics programs should educate employees about formal ethical frameworks and mode for analysing business ethics issue. So that employees can base ethical decisions on their knowledge of choices rather than on emotions.

9.ETHICS COMMITTEE

Company should have a committee of senior managers who are responsible for ensuring that systems are in place in the company to assure employee compliance with the Ethics policy.

image19.1. Functions of Ethics Committee:

The oversight process of the Ethics Committee of an organization involves the following areas to be addressed by it:

9.1.1. Review of the definitions of standards and procedures

The Committee should review the organization’s areas of operation, the activities that require a formal set of ethical standards and procedures.

Once the review is complete and any shortcomings come to light, the ethics committee should assign the creation of revised guidelines to the appropriate personnel, including the design of a formal method for communicating standards, and procedures to employees. This method should ensure that employees understand as well as accept the ethics program.

The ethics committee can suggest behaviours to upper management that reinforce the organization’s guidelines.

9.1.2. Facilitate Compliance

The ethics Committee has the responsibility for overall compliance. It is the responsible authority for ethics compliance within its area of jurisdiction. It should serve as the court of last resort concerning interpretations of the organization’s standards and procedures. In case of inconsistencies, the committee should make recommendations on improving the existing compliance mechanisms.

9.1.3. Due diligence of prospective employees

The ethics committee should define how the organization will balance the rights of individual applicants and employees against the organization’s need to avoid risks that come from placing known violators in positions of discretionary responsibility. This includes the oversight of background investigations on employees and applicants who are being considered for such positions.

9.1.4. Oversight of communication and training of ethics programme

The ethics committee should define methods and mechanisms for communicating ethical standards and procedures. This includes the distribution of documents (codes of conduct, for example) to ensure that every employee understands and accepts the organization’s ethical guidelines. To make certain that published standards are understood, the Ethics Policy Implementation Heads should provide regular training sessions, as well.

Since communication is a two-way process, the ethics committee should solicit stakeholders input regarding how standards and procedures are defined and enforced. In this connection, it is useful to create ways of providing proof that each employee has received the appropriate documents and understands the standards and procedures described therein.

9.1.5. Monitor and audit compliance

Compliance is an ongoing necessity and the ethics committee should design controls which monitor, audit and demonstrate employees’ adherence to published standards and procedures. There should also be some mechanisms to check the effectiveness and reliability of such internal controls.

To warrant that the organization’s goals, objectives and plans are not in conflict with its ethical standards and procedures, the ethics committee should develop methods for regular review and assessment.

9.1.6. Enforcement of disciplinary mechanism

Disciplinary provisions should be in place to ensure consistent responses to similar violations of standards and procedures (as against applying different standards to different employees based on their position, performance, function, and the like). There should be provisions for those who ignore as well as for those who violate standards and procedures.

9.1.7. Analysis and follow-up

When violations occur, the ethics committee should have ways to identify why they occurred. It is also important that lessons learned from prior violations are systematically applied to reduce the chances of similar violations taking place in future.

10.Whistleblower and Non-Retaliation

Whistle blowing means calling the attention of the top management to some wrongdoing occurring within an organization. A whistleblower may be an employee, former employee or member of an organisation, a government agency, who have willingness to take corrective action on the misconduct.

Reporting Responsibility

This Whistleblower and Non-Retaliation Policy is intended to encourage to raise serious issues within the organization, which can be further addressed and corrective action taken. It is the responsibility of all employees to report concerns such violations of INTERNATIONAL PANAACEA LIMITED code of ethics.

No Retaliation

No one is expected to retaliate against any board members, officers and employees who in good faith reports/complaints an ethics violation, or a suspected violation of law conducted during IPL operation. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.

Reporting Procedure

INTERNATIONAL PANAACEA LIMITED has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with their immediate senior. If you are not comfortable speaking with your senior or you are not satisfied with his/her response, you are encouraged to speak with HR Manager. Managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the INTERNATIONAL PANAACEA LIMITED HR Manager, who has the responsibility to investigate all reported complaints. Employees with concerns or complaints may also submit their concerns in writing directly to their supervisor or the HR Manager.

Compliance Officer

The INTERNATIONAL PANAACEA LIMITED HR Manager is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The HR Manager will submit a report on all complaints and their resolution to the designated committee on quarterly basis.

Acting in Good Faith

Anyone filing a written complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant. Reports of violations or suspected violations will be kept confidential to the extent possible.

11.Ethics Audit

The reasons for examining the state of a company’s ethics are many and various. They include external societal pressures, risk management, stakeholder obligations, and identifying a baseline to measure future improvements. An ethical profile brings together all the factors which affect a company’s reputation, by examining the way in which it does business. The following are the some of the suggested steps in ethics audit.

Step 1: The first step in conducting an audit is securing the commitment of the firm’s top management.

Step 2: The second step is establishing a committee or team to oversee the audit process.

Step 3: The third step is establishing the scope of the audit.

Step 4: The fourth step should include a review of the firm’s mission values, goals, and policies.

Step 5: The fifth step is identifying the tools or methods that can be employed to measure the firm’s progress and then collecting and analysing the relevant information.

Step 6: The sixth step is having the results of the data analysis verified by an independent party.

Step 7: The final step in the audit process is reporting the audit findings to the board of directors and top executives and, if approved, to external stakeholders.