United States Pharmacopeia India Private Limited POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Transcription

1 United States Pharmacopeia India Private Limited POLICY ON CORPORATE SOCIAL RESPONSIBILITY

2 INTRODUCTION United States Pharmacopeia India Private Limited (hereinafter referred to as the Company or USP India ) is an affiliate of United States Pharmacopeial Convention, USA (herein after referred to as USP ). USP is a scientific nongovernmental official public standards setting authority for prescription and over the counter medicines and other health care products manufactured or sold in the United States. USP also sets widely recognized standards for the identity, strength, quality and purity of medicines, food ingredients and dietary supplements manufactured, distributed and consumed worldwide. USP s drug standards are enforceable in the United States by the Food and Drug Administration (FDA) and these standards are developed and relied upon in more than 130 countries. These standards have helped to ensure public health throughout the world for close to 200 years. USP is a public health organization whose work is accomplished by a body of more than 1000 volunteer experts who work under USP s strict conflict of interest rules to set its scientific standards. USP s contributions to public health are enriched by the participation and overseeing of these volunteers who represent pharmacy, medicine, and other health care professions as well as academia, government, the pharmaceutical and food industries, health plans and consumer organizations. USP s volunteers and standard setting processes are supported by more than 500 USP staff members, who work at USP s five locations namely Rockville, MD, USA (Headquarters); Basel, Switzerland; Hyderabad, India; Shanghai, China and Sao Paulo, Brazil. USP India was incorporated in May 2005 as a private limited company under the Indian Companies Act, 1956 and its registered office is located at D6&D8, IKP Knowledge Park, Genome Valley, Shamirpet, Hyderabad and is registered 100% Export Oriented Unit having a EOU license 321/EOU/VSEZ/2005 dated issued by Vishakapatnam Export Processing Zone. As an affiliate of USP, USP India is engaged in the research and development of standards for pharmaceuticals, dietary supplements and foods. The present activities of the company include testing activities like; (a) Research & Development and Collaborative testing laboratory which comprises of Reference Standard Laboratory, Advanced Research Development Laboratory and Microbiological Laboratory;

3 (b) Verification program, Drug Quality Information etc. on the bulk samples received from USP along with Reference Standards. (c) Education and training programs on pharmacopeial subjects and science meetings for Indian pharmaceutical companies; USP s mission reproduced below; Improving Public Health Worldwide USP's mission is to improve global health through public standards and related programs that help ensure the quality, safety, and benefit of medicines and foods. It is pertinent to note that USP India plays a vital role in accomplishing this mission which ultimately sub-serves the public good in improving global health through establishing standards for medicines and foods. Thus, USP India is committed to contribute in improving global health by carrying out Research & Development and collaborative testing at its laboratory and plays an active part in improving public health. Through these efforts, the Company helps ensure that quality, safety and benefits of medicines and foods are appropriate through public standard. In furtherance of this objective, the Company has formulated this Corporate Social Responsibility Policy (hereinafter referred to as Policy ). The objective of the Policy is to provide guidance to the Company, its stakeholders and employees on CSR activities which USP India may undertake in furtherance of its Mission. Corporate Social Responsibility is rooted in our history and is governed by international standards and best practices and guided by our Mission and our status as a scientific non-governmental organization. Through the efforts of each of our employees, the Company is determined to take pride in being responsible, respected, and welcomed. CONTENTS 1. DEFINITION OF TERMS OR EXPRESSIONS 2. SCOPE OF THE POLICY 3. COMPOSITION OF CSR COMMITTEE 4. POWERS AND DUTIES OF THE CSR COMMITTEE 5. ACTIVITIES TO BE UNDERTAKEN 6. ROLE OF THE BOARD OF DIRECTORS 7. MONITORING PROCESS 8. MISCELLANEOUS

4 References a. Companies Act, 2013 b. Companies (Corporate Social Responsibility Policy) Rules, DEFINITIONS OF TERMS OR EXPRESSIONS Capitalized terms used herein are defined in context and shall have the meanings given to them in the Definitions: a) Act shall mean the Companies Act, 2013; b) Applicable Laws means, all laws, promulgated or brought into force and effect by the Government of India or the Government of Telangana including, the regulations and rules made thereunder, and judgments, decrees, injunctions, writs and Orders of any Court of record, as may be in force and effect during the subsistence of this Policy. c) Company shall mean United States Pharmacopeia India Private Limited having its registered office at D6-D8, IKP Knowledge Park, Genome Valley, Shamirpet, Hyderabad, Telangana d) Corporate Social Responsibility shall mean and includes but is not limited to; i) Project or programs relating to activities specified in Article 5; or ii) Projects or programs relating to activities undertaken by the Board of Directors of the Company (Board) in pursuance of recommendations of the CSR Committee as per CSR policy e) CSR Committee shall mean Corporate Social Responsibility Committee of the Board. f) Policy shall mean this policy notified by the Company as the Company s Policy for activities to be undertaken as Corporate Social Responsibility initiative. g) Net Profit shall mean the net profit of the Company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely: i) Any profit arising from any overseas branch or branches of the Company, whether operated as a separate company or otherwise; and ii) Any dividend received from other companies in India, which are covered under and complying with the provisions of Sec 135 of the Act. h) Rules shall mean the Companies (Corporate Social Responsibility Policy) Rules, 2014;

5 Words and expressions used and not defined in this Policy but defined in the Act/Rules shall have the same meaning respectively assigned to them in the Act/Rules. 2. SCOPE OF THE POLICY a) This Policy shall be called the Corporate Social Responsibility Policy and shall be effective from April 1, The Company shall undertake CSR activities through the Company s or any registered trust or foundation which may be set up by the Company as a non-profit organization, with a mission to improve global health through public standards and related programs that help ensure the quality, safety, and benefit of medicines and foods in India. 3. COMPOSITION OF CSR COMMITTEE a) CSR Committee shall be constituted by the Board for the implementation of activities to be undertaken under this Policy. b) CSR Committee shall consist of at least 2 members to be nominated by the Board. All members of the CSR Committee shall be also members of the Board of the Company. The Board shall appoint one of the members of the CSR Committee as Chairman. c) The Board may at its discretion change the constitution of the CSR Committee, remove a member(s) and reappoint new member(s). d) The term of office of a member of the CSR Committee will generally not be set beforehand. e) Any member of the CSR Committee appointed in his/her capacity as an employee shall cease to be a member of the CSR Committee on ceasing to be an employee / director for any reason whatsoever. 4. POWERS AND DUTIES OF CSR COMMITTEE The Powers and duties of the CSR Committee shall be as follows, namely; a) indicate the activities to be undertaken by the Company; b) delegate the powers to the authorized personnel to keep track of donation provided and ensure that the recipient is eligible for donation; c) recommend the amount of expenditure to be incurred on the such activities; d) institute a transparent monitoring mechanism for implementation of the CSR Projects; e) ensure compliance with the Policy in all actions taken under, or in connection with this Policy;

6 f) ensure that the surplus arising out of the CSR Projects shall not form part of the business profit of the Company; and g) keep record and prepare a CSR report at the end of the year as later defined in this Policy. CSR Committee may only exercise such powers as are explicitly attributed or delegated to it by the Board and may never exercise powers beyond those exercisable by the Board as a whole. 5. ACTIVITIES TO BE UNDERTAKEN a) For the realization of the Corporate Social Responsibility, the following programs, contributions may be undertaken by the Company; i) Global Public Health Programs ii) Scientific Education Programs iii) Public Education Programs iv) Contributions to rehabilitation centers v) Contribution to impaired children fund, trusts etc vi) Contributions to Prime Minister or Chief Ministers relief fund vii) Any other program or contributions approved by the Board of Directors from time to time 6. ROLE OF THE BOARD OF DIRECTORS a) Approve the amount to be spend on CSR activities as recommended by the CSR Committee; b) Ensure that appropriate disclosures are made in the Board s Report including composition of CSR Committee; c) Ensure CSR activities are undertaken by the company as per the Act, Rules and this Policy and direction of the CSR Committee; d) Ensure that the Company spends 2% of average net profits under this CSR Policy; 7. MONITORING PROCESS a) CSR Committee shall assess and monitor the activities undertaken during the year in following ways: i) obtain reports on use of the donation and make sure that the recipient is eligible for donation; ii) ensure written requests from the recipient in the form of Requisition Form is in place. iii) ensure that Board s Report pertaining to a financial year shall include an annual reporting on CSR activities;

7 iv) disclose contents of this Policy in its Annual Report and displayed on the Company s website. v) determine the need for further action, and possible changes and improvements in Policy, or in actions taken to implement them. b) The Company shall provide all necessary assistance for the purpose of ensuring full effective and speedy implementation of this Policy in accordance with the provisions of the Act. 8. MISCELLANEOUS c) Notwithstanding anything stated elsewhere, the Policy shall be subject to the provisions of the Act. d) The CSR Committee shall periodically review the provisions of the Policy and its implementation. Subject to the approval of the Board of Directors, The CSR Committee shall be entitled to amend the provisions of this Policy from time to time, as it may deem fit.