POLICIES

AREA OF ACTIVITY

Our area of operations are into pharmaceuticals /Surgical Distribution,tenders  & marketing for  ESIC (Pan INDIA ) , DHS Delhi , Corporate Hospitals& Direct to patient services  are ourstrong hold.

CODE OF CONDUCT AND ANTI – BRIBERY POLICY

The Code of Conduct is a set of principlesthat guide and govern the conduct of Zenica Pharma and its employees in allmatters relating to business. The Code is a dynamic document that acts as itsroadmap and compass for doing business the right way. TheCode clearly conveys to each of us that the manner in which we achieve ourbusiness results matters just as much as achieving them. This Code is not intended to cover every legal or ethicalissue that may arise in course of the business. When required, advice orguidance must be taken from the relevant authority. The Code reflects the Company’s commitment to compliance andan ethical culture.

In addition to what is set forth in thisCode, all of us are responsible for knowing and following the laws andregulations that apply to the work we do around the country. We have to befamiliar with the rules and regulations that affect your particular job. Ifthere is ever a difference between local law or custom and the principles inour Code, seek guidance from the Legal department before taking action.

We will conduct ourselves ethically, legally and fairlyin all our dealings with customers, employees, governmental entities, businesspartners, competitors and suppliers everywhere in the world.

ThisPolicy focuses on a particular area of compliance, which The Company takesextremely seriously, Anti-corruption. This Policy is designed to communicate the Company’s commitment tocounter corruption and to ensure that all employees and Third-partyrepresentatives fully understand the scope and application of these Anti-corruptionLaws. This Policy describes what is meant by corruption, how it affects ourbusiness, and what we are doing to fight it. In particular, it shows how ourpolicies translate into practical processes procedures, and explains what needsto be done to comply with them.

Corruption is the willingness to actdishonestly in return for money or personal gain and is an aspect of humanbehavior that has been around for a long time. By wrongly benefiting a fewindividuals who abuse their power or position, corruption creates unfaircompetition, damages innovation and undermines integrity.

Becauseof the damage corruption does to the public good, it is illegal around theworld, and each country has its own Anti-corruption Laws that have to befollowed (all such laws are collectively hereinafter referred to as“Anti-corruption Laws”). For purposes of this Policy, you should assume thatthese Anti-corruption Laws apply to everyone and every party associated with,Zenica Pharma, no matter where in the world you are located.

Allemployees, sales consultants, business associate of the Company, Proprietor(collectively hereinafter referred to as “Company Personnel”) are required tofully comply with this Policy and the provisions of all applicableAnti-corruption Laws. They are expected to act in good faith and with integrityin the performance of his or her responsibilities on behalf of the Company andin compliance with all applicable laws, rules and regulations. 

TheCode lays down important Corporate and Organizational Values that shape theCompany’s value system and business practices and represents cherished valuesof the Company. The Code provides guidance to all Designated Persons inrecognizing and dealing with important ethical and legal issues and fosters aculture of honesty and accountability.

Any breach of thisCode of Conduct can result in disciplinary action in accordance with relevantemployment laws and Employee Work Rule. This document lays out a number ofcommon issues that you may encounter in the workplace and provides guidance forhow to navigate those situations.

ORGANISATIONAL VALUES & BELIEFS

Corporate view  - Our Past, Current & future forays/strike in domestic &national arena are guided by  doing right things “Because we reallycare” – our tag line which includes

  • Contributingto an ethical culture is expected and valued.

  • Conducting business in fullcompliance with all applicable laws and regulations, and in accordance with thehighest ethical standards.

  • Fosteringhonest, fair and open communication.

  • Demonstratingrespect for our clients, communities and one another.

  • Being accountable for your own andteam actions, and.

  • Beingwilling to take a stand to correct or prevent any improper activity or businessmistake.

 Inthis Policy, code of conduct includes the following

A.  Conduct of business :-

Our values provide the framework for ourdecision-making and guide our business conduct. Incorporating these values intoour actions helps us to do what is right and protect the reputation of thecompany. In the conduct of the company’s business, the practice of goodcorporate citizenship is a prerequisite and includes the following:-

1.   Client Focus: - Putting the client at the center of all that we do

2.    Integrity: - Acting with the highestethical standards for our company, our Employees and our clients

3.   Teamwork: - Fostering collaboration and diversity to empoweremployees.

4.   Buildrelationships and deliver insights

Excellence: - Setting the standard for leading-edge solutions,innovation and Continuous improvement. We treat individuals fairly and display goodjudgment and high ethical standards in your business dealings.  We conductall your business affairs with honesty, fairness and integrity.  Eachemployee, officer and Proprietor endeavor to deal fairly with the Company’scustomers, suppliers, competitors and employees.  We do not take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts or any other unfair-dealing practice.We treat co-workers with dignity and respect.  The Company does not permitand will not tolerate any conduct that creates an 

1.   intimidatingor offensive work environment.  If anyone believes that they are thevictim of discriminatory or harassing conduct, they have the full power toreport it to their supervisor.  All complaints will be investigatedpromptly and without retaliation.

 

A.   Legal Compliance :-

TheCompany’s policy on legal compliance requires every employee to adhere to thelegal and regulatory requirements, in all respects, that affect his or her job.The employees must adhere to this policy on legal compliance and associatedreporting. They are required to obey all governmental laws, rules andregulations applicable to your conduct of the Company’s business.  In thisregard, it is our responsibility to become merely complying with the law.However, should not comprise the limits of our ethical behavior. Rather, thisrequirement is the minimum essential part of our ethical responsibility.

Concernsregarding compliance with governmental requirements should be promptlyreported.  In the course of conducting business with government officials,Company personnel are expected to be courteous, factual and honest, provideinformation properly requested and never misrepresent or mislead any governmentagency or its representatives. Company personnel having questions about theappropriate manner in which to interact with a government representative shouldseek guidance from his/her manager(s).

B.  EnvironmentalCommitment :-

TheCompany’s business will be conducted in an environmentally friendly andresponsible manner. Employees shall ensure compliance with the spirit andintent of environmental laws, regulations and standards; and incorporateenvironmental protection as an integral part of the design, production,operation and maintenance of Company’s facilities. All of us are responsiblefor conducting safe and environmentally sound operations. Fundamentally, thisis in the interest of our own and other’s quality of life.

C.   Workplace Health AndSafety :-

We can all be responsible forassuring the safety of our workplace by following a few key guidelines. We striveto always provide safe working conditions in all our corporate offices,warehouses & cold rooms. The company gives greater importance to a healthyand safe work environment.

We are committed to provide goodphysical working conditions and encourage high standards of hygiene andhousekeeping. Particular attention should be paid to training of employees toincrease safety awareness and adoption of safe working methods, particularlydesigned to prevent serious or fatal accidents.

Each of us has a role to play inproviding a healthy and safe workplace, complying with all applicable safetylaws and protecting our environment. To do so, we must be sure to do all of thefollowing:

•Learn and comply with the rules andpractices of our job designed to promote safety and protect the          environment.

•Use all required safety devices andprotective clothing and equipment.

•Understand how to properly handleany hazardous materials in our work area.

•Refrain from all acts and threatsof violence.

•Be aware of your surroundings.

•Report all safety, health, fire orenvironmental hazards or suspected releases to management.


A.  Product Safetyand Quality :-

Our number one commitment will alwaysbe to the people who use products distributed through us. We are ethically andlegally obligated to ensure the quality of our services, storage & handlingof products supplied through us . We implement certain controls to ensure ourfacilities meet good operating practices. As such, we are committed to thefollowing activities:

a.     Operating and maintaining facilities and supplied  products in a manner that is suitable for theintended use.

b.    Employing an adequate number of qualified persons todistribute products.

c.     Conducting all operations under properly controlled andmonitored conditions.

d.    Conducting training programs on procedures for handlingstocks and hazardous materials

B.  Conflictsof Interest: We make our business decisions freefrom conflicting outside influences. Our business decisions are based on ourduty towards organization and our clients, and not driven by any personalinterest or gain. We are alert to any potential conflict of interest and ensurewe identify and mitigate or eliminate any such conflict.

Employeesare expected to make or participate in business decisions and actions in thecourse of their employment with the Company based on the best interests of theCompany, and not based on personal relationships or benefits.  Employees areexpected to apply sound judgment to avoid conflicts of interest that couldnegatively affect the Company or its business, including any action that couldbe perceived as a conflict of interest.  A conflict of interest is anyactivity that is inconsistent with or opposed to the Company’s interests. Employees are expected to disclose to the Company’s management any situationthat may involve inappropriate or improper conflicts of interests affectingthem personally or affecting other employees or those with whom we do business.

All senior management ,employees & proprietor have theobligation to conduct themselves in an honest and ethical manner and act inbest interest of the company all the times through adherence of the following:-

A.  Confidentialand Proprietary Information :

·  Company information, includingself-generated computer software applications, may be confidential orproprietary. Designated Persons have to be careful about disclosure of suchinformation to people outside the Company or to Designated Persons who need notknow or possess the same.

·   When there is a legitimate businessneed to share confidential or proprietary information with outsiders, it may bedisclosed after prior approval of appropriate authority and under anappropriate confidentiality agreement protecting such information.

·     Confidential and proprietaryinformation must not be treated casually or left unprotected.

·   Designated Persons are prohibitedfrom using Company’s property or information, or their position within theCompany, for personal gain.

No matter how you choose to report, rest assuredthat you will do your best to maintain Confidentiality to the extent permittedby law. Our Company will also always uphold our commitment to non-retaliation.You maynot use any confidential Company information for your own personal gain. You cannot disclose confidential information about the Company tounauthorized people.  All material information concerning the Company’s businessdevelopment efforts, financial condition and results, and other activities mustremain confidential until such information is fully and properly disclosed tothe public. You must not use confidential information in a way that is notrelated to the Company’s business activities during or after youremployment.  Confidential information cannot be given to any person who isnot authorized to possess such information, including, without limitation, yourspouse, your family members, competitors, suppliers, contractors or otheremployees.

A.  HR Policies :-

TheCompany has developed various HR and administrative policies. Each of theofficers and employees will adhere to these policies.

B.  Accounting Practices :-

Itis our policy to fully and fairly disclose the financial condition of theCompany and communicate events or developments significantly impacting thefinancial position in compliance with applicable accounting principles, laws,rules and regulations. We will comply with all applicable laws and regulationsand company policies relevant to corporate accounting. We will record alltransactions on the company books accurately and properly in accordance withgenerally accepted accounting principles, and will not make any false orartificial entries. We will maintain internal control systems to ensure thatall transactions are accurately and properly recorded. We are committed tomaking timely and accurate disclosure of company information. We will complywith all applicable laws and regulations and company policies regardingfinancial disclosures. All employees involved in public disclosures willfamiliarize themselves with these laws and regulations and company policies. Weensure all entries made in the company’s books and records are complete andaccurate, and comply with established accounting and record-keeping procedures.We maintain confidentiality of all forms of data and information entrusted tous, and prevents the misuse of information belonging to the company or anyclient.

C.  RESPECTINGOTHERS :-

We are committed to fostering aninclusive workplace where talented people want to stay and develop theircareers. Supporting a diverse, engaged workforce allows us to be successful inbuilding trust, empowering teams, serving our clients and outperforming ourpeers. We give equal employment opportunity to all individuals in compliancewith legal requirements and because it’s the right thing to do.

D.  Third PartyCompliance :

Third party shall abide by allapplicable laws, rules, regulations and generally accepted industry standards,including, without limitation, applicable anti corruption and trade compliancelaws.

Third party agrees that it has not and shall notmake, authorize offer, or promise to make, any improper payment or impropertransfer of anything of value to any recipient, whether directly or indirectly,for purposes of obtaining or influencing govt. officials actions or decisionsor securing any improper advantage in connection with this agreement, or engagein acts or transactions otherwise in violation of anti-bribery or antimoney laundering laws of any jurisdiction in which the third party directly orindirectly conducts any business.

A.  Antitrust andCompetitive Practices :  

We compete aggressively in themarketplace, but do so honestly, fairly and in accordance with all applicableantitrust and fair competition laws. These laws are designed to promote freeand fair competition in all our areas of operations, prohibiting illegalagreements that restrict trade. We must remember that almost any agreement witha competitor, whether written or verbal, can have consequences resulting inlegal action under antitrust laws.

When interacting with competitors,proceed with caution and only with the advice of our Legal Department. When,from time to time, we enter into alliances with other organizations, we must becognizant of fair competition laws. You should be particularly careful insituations where interactions with competitors are likely to occur. Thisincludes events such as trade shows, conventions, or professional or tradeassociation meetings. Avoid any activity that might create even the impressionof conspiring with a Competitor. Remember, sometimes even the most innocentconversations or actions can be misinterpreted. It’s best to excuse yourself orimmediately terminate a conversation if it turns to the sharing of specificbusiness practices. In addition, be sure that you only gather competitivebusiness intelligence, such as clinical trial data, in a legal and ethicalmanner. If you receive unauthorized or confidential competitor information thatyou suspect may have been disclosed to you inadvertently, do not use ordisclose this information. Instead, notify our Legal Department of thesituation immediately.

WORKING WITH GOVERNMENTS:-

We follow all requirements thatapply to doing business with governments. We recognize that practices that maybe acceptable when dealing with a private company that is the client may causeproblems or be a violation of law when working with a government.

Anti-Corruption Policy :-

It is the policy of Zenica Pharma to prohibitbribery and other corrupt conduct in any form. Bribery and kickbacks involvinggovernment officials, customers, suppliers and other Counter parties in thecommercial market place are specifically prohibited .Accordingly, neitherZenica Pharma nor any Company Representative may, directly or indirectly offer,promise, pay, give or authorize any financial or other advantage, or anythingelse of value, to any other person or organization, with the intent to exertimproper influence over the recipient, induce the recipient to violate his orher duties, secure an improper advantage for Zenica Pharma or improperly rewardthe recipient for past conduct. No person subject to this policy will sufferadverse consequences for refusing to offer, promise, pay, give or authorize anysuch benefit, advantage or reward, even if this result the loss of business toZenica Pharma. In addition, no officer, employee, agent or other representativemay request, agree to receive, or accept anything of value from any otherperson as an inducement or reward for violating his or her duties to ZenicaPharma or in exchange for an improper benefit. You may not use Company funds for improper orillegal activities.  You are not permitted to make payments to governmentofficials to obtain favorable treatment.  Any person who pays or receivesbribes or kickbackswill be immediately terminated and reported, as warranted, to the appropriateauthorities.  A kickback or bribe includes any item intended to improperlyobtain favorable governmental decisions or treatment.

As part of our commitment tointegrity, we may never make, accept or offer any form of bribery or corruptpayment. This means we may never offer, attempt to offer, authorize or promiseany bribe to a government official (which may include any government employee,regardless of title), business   representativeor any other individual for the purpose of obtaining or retaining business orsecuring an unfair or improper advantage for the Company. A bribe includesanything of value, including gifts, cash and favors.

We will comply with all applicablelaws and regulations prohibiting bribery of government officials as well as allapplicable laws and regulations prohibiting bribery of government officials. Insome places, employees of hospitals or other institutions providing publicservices or funded or regulated by government entities are deemed to begovernment officials for the purpose of ant bribery laws.

Therefore, we will contact to managmentif we have any questions about applications of bribery.

Further, we will also comply withsuch laws and regulations and consult with Legal Department if we have anyquestions.

We will not provide, offer orpromise any bribe (including money, goods, hospitality, gifts or any other itemof value), directly or indirectly, to government officials. In addition, wewill not provide any payment or benefits to private sector employees toinfluence them to obtain or retain a business advantage. We will also ensurethat those who act on our behalf, such as our agents, will not engage incorrupt practices.Waivers

Anywaiver of any provision of this Code of Conduct for a proprietor , seniormanagement or employee must be placed for approval before the Proprietor &senior management , as appropriate. Our Board must also approve any waiver ofour Code for our proprietor, executive officers, including senior financialofficers. Any amendment or waiver of our Code will be disclosed publicly, ifand as required by law.

Compliance with the Code

Thesepolicies govern your behavior and decisions while you are employed with theCompany.  It is each employee’s responsibility to be familiar with thesepolicies and to be sensitive to any situation that could lead you or others toengage in actions that would violate these policies.  Claims of ignorance,good intentions or bad advice will not be accepted as excuses fornoncompliance.  By adhering to this Code you can create and reinforce anethical atmosphere within the Company and positively influence the conduct offellow employees.

Note: Nothing in this Code confers upon any employee any right to continue in theemploy of or engagement by the Company or constitute any contract or agreementof employment or engagement.  The nature of the employee’s relationship,subject to any employment contract that he or she may have with the Company, isand remains “at-will,” subject to the terms of any agreement that such employeemay have with the Company.