Unichem Laboratories Limited

• Vision : To be a global pharmaceutical company with increasing focus on innovative research and developed markets." Mission

• Mission : "To be a caring pharmaceutical company helping to enhance health through quality products."

Backed by a highly capable and motivated team of nearly 3000 people, Unichem is headquartered in Mumbai, India, and has six drug manufacturing locations across the country. In keeping with its commitment to benchmark quality standards, several of the company’s facilities have been accredited by reputed international organizations such as the US FDA, ISO, UK MHRA (earlier MCA), MCC (South Africa), WHO (Geneva) and TGA (Australia).

The company has taken several important strides in the critical area of pharmaceuticals Research & Development (R&D). It has expanded its R&D facility in Mumbai to spearhead research in Novel Drug Delivery Systems (NDDS) and chemically synthesize non-infringing routes for the manufacture of medical products directed at regulated markets. In its effort to drive innovation, Unichem has established a proprietary Pharma Technology Development Centre in Goa to focus on the development of generic formulations comprising Immediate Release as well as NDDS and ANDAs exclusively for the US market. The facility has also been equipped to handle the development of formulation for New Chemical Entities (NCEs). Further, the company has also established Biotech facility at Goa to invent, design, develop and commercialize biotech and biosimilar products.

With a robust business model, seamless processes and innovative research, Unichem is positioned to take on challenges of the future while remaining firmly rooted in a solid foundation of values.

The Board of Directors, which is elected by shareholders, comprises executive and non-executive directors. It is the final decision-making body responsible for the company’s activities, strategy, performance and corporate governance.

Currently, the Board of Directors at Unichem comprises :

Names	Positions
Dr. Prakash Amrut Mody	Chairman & Managing Director
Mr. Prafull Anubhai	Independent Director
Mr. Ramdas M Gandhi	Independent Director
Mr. Nasser Munjee	Independent Director
Mr. Prafull D. Sheth	Independent Director
Mr. Anand Y Mahajan	Independent Director

Corporate Executive Team : Drawing on the best talent in the industry, the Corporate Executive Team focuses on the day-to-day operations at Unichem. Every member of the team brings a spirit of dynamism and collaboration to ensure that opportunities are seized rapidly and challenges immediately perceived and addressed.

Compliance to the code of Corporate Governance forms an integral part of the Company’s philosophy. Unichem firmly believes that any meaningful policy on Corporate Governance must provide empowerment to the management of the Company and simultaneously create a mechanism of checks and balances that ensure that the decision making powers vested in the management are not misused and are exercised with care and responsibility to meet stakeholders’ aspirations and societal expectations.

The core principles of Corporate Governance i.e. trusteeship, transparency, empowerment, accountability and control form the cornerstone of Unichem corporate governance philosophy.

The Company continues to focus its resources, strengths and strategies to achieve highest standards of Corporate Governance and endeavours to implement the code of Corporate Governance in its true spirit.

Board Composition : As on March 31, 2011, Unichem's Board comprised of Six Directors, viz., the Chairman & Managing Director and five Non-Executive and Independent Directors.

All Independent Directors meet the criteria of independence defined in sub-clause of Clause 49 IA of the Listing Agreement. As per Clause 49 IC of the Listing Agreement, none of the Directors on the Board of Unichem serve as Chairman in more than 5 Committees or have Memberships in more than 10 Committees. In compliance with Section 275 of the Companies Act, 1956, none of the Directors have directorships in more than 15 Companies including Unichem.

Board Meetings : The Board of Directors of Unichem meets at least once in each quarter, inter alia for consideration of audited/un-audited financial results. Apart from these, the Board meets as and when the need arises.

Information Placed Before the Board : The Company provides information pertaining to its business activities to the Board or the Committees of the Board as and when required. The purpose of such disclosure and transparency is to enable the Board/Committees to make informed decisions.

In addition to the items enumerated in Annuexure – 1A of Clause 49 of the Listing Agreement and items that are required to be placed before the Board for its noting and/or approval under various other statutes or regulations, information is also provided for the periodic review/information on various significant items.

Post- meeting Procedures : All the deliberations and the decisions taken in every meeting of the Board & its Committees are recorded and minuted. The draft minutes are circulated to the respective members for their comments and suggestions. The minutes are signed in the immediately succeeding Board/Committee meetings.

Directors’ Remuneration : Non-Executive Independent Directors of the Company play a crucial role in the independent functioning of the Board. They bring in an external perspective to decision-making. Non-Executive Independent Directors are paid sitting fees of Rs. 20,000/- for attending Board and Audit Committee Meetings and Rs. 10,000/- for attending other Committee Meetings.

The Company has entered into an agreement with its Managing Director, enunciating terms of employment and remuneration, which is duly approved by the Board of Directors as well as the shareholders. This agreement is for the period of five years and is renewable on mutually acceptable terms and conditions.

There have been no materially significant related party transactions, pecuniary transactions between the Company and its Directors that may have potential conflict with the interests of the Company at large.

Declaration of Independence : As a matter of good corporate governance, the Company has a practice of procuring declaration from the Non-Executive Directors regarding declaration of their independence during the year under review.

Unichem has proper and adequate system of internal controls commensurate with its size and nature of operations to provide reasonable assurance that all assets are safeguarded, transactions are authorized, recorded and reported properly in compliance with applicable laws and regulations.

The internal audit process includes review and evaluation of effectiveness of the existing processes, controls and compliance. It also ensures adherence to policies, systems and mitigation of the operational risks perceived for each area under audit.

The scope of the internal audit activities is broadly guided by the Annual Internal Audit plan prepared by the Internal Audit Department and approved by the Audit Committee. The Audit Committee monitors the performance of Internal Audit on a periodic basis through review of audit plans and its audit findings. The Audit Committee meets on a quarterly basis to review and discuss the reports submitted by the Chief Internal Auditor and also review closure of all agreed actions.

In order to ensure that the functions of the Board are discharged effectively and information disclosed in the financial statements are in order besides ensuring stricter implementation of the Corporate Governance Code, the Board has formed several Committees. The Committees appointed by the Board focus on specific areas and make informed decisions within the limits of the authority delegated. The Committees also make specific recommendations to the Board on various matters from time to time. The Vice President - Finance, Chief Internal Auditor and Statutory Auditor are permanent invitees to Audit Committees meetings when it meets to review the quarterly, half yearly and annual results.

All decisions and recommendations of the Committees are placed before the Board for information or for approval. There are three such Committees namely :

• Audit Committee
• Compensation Committee
• Shareholders Grievance Committee

As a company founded on the bedrock of impeccable values and ethics, Unichem takes every effort to ensure that it upholds these beliefs. All employees of the company are required to comply with Unichem’s Code of Business Conduct & Ethics to ensure they act in a manner consistent with the company’s values.

The company has put in processes and systems to comply with the spirit and intent of the law and moral codes under which it operates and exists.

At Unichem, the standard has been, and will continue to be, that of the highest ethical conduct.

Obeying the law : Unichem strives to be a good corporate citizen in every country and community where it conducts business and will comply with all applicable laws and regulations.

Business Partners : Unichem is committed to establishing mutually beneficial relations with customers, suppliers, shareholders, employees and society at large. Each of the directors, officers and employees of the company shall deal fairly with the business partners of the company.

Suppliers : Suppliers and vendors should be treated in a fair and reasonable manner, without undue favour or bias consistent with applicable laws and good business practices.
Employees

Confidential information : Unichem’s trade secrets, proprietary information, and other internal information are valuable assets. Protection of this information plays a vital role in the company’s ability to compete. It shall be a breach of ethics for any directors, officers and employees or former directors, officers and employees of Unichem to use confidential information for actual or anticipated personal gain, or for the actual or anticipated gain of any person.

A person leaving the employment of the company has an obligation to protect the company’s trade secrets and proprietary information until the information becomes publicly available or until the company no longer considers it trade secret or proprietary. Departing team members should note that correspondence; printed matter, software files and programs, documents, or records of any kind are all property of the company and must remain with the company.

Unichem recognizes trade secrets of others and strictly discourages divulging such information.

Trust and Respect : Unichem is committed to a working environment where there is mutual trust and respect and where everyone feels responsible for the performance and reputation of the company.

Working Conditions : Unichem is committed to safe, healthy and non-exploitative working conditions for all employees. More specifically, the company will not use any form of child labour.

Conflicts of Interest : Directors, officers and employees being ‘agents’ of the shareholders of Unichem have a duty to avoid conflict of interest with the company.

Use of Inside Information : It is the company’s goal to protect shareholder investments through strict enforcement of the prohibition against insider trading set forth in Securities Exchange Board of India guidelines and the securities laws and regulations. Insider trading is both unethical and illegal and will be dealt with firmly.

Protection and Use of Company Assets : Company assets including intellectual property and software are valuable resources owned, licensed, or otherwise belonging to the Unichem. Safeguarding company assets is the responsibility of all directors, officers and employees.

Unichem is one of India’s leading integrated pharmaceutical companies with a strong presence in the country’s domestic formulations market. Its superior brand building capabilities have helped catapult Unichem’s products to the 1 position in 16 therapeutic groups with 3 of them featuring in India’s top 100 pharmaceutical brands. Unichem’s brands also rank among the top 5 in 67 therapeutic sub-groups.

Unichem has ambitious growth plans, and has adopted some aggressive routes for growth:

• Expanding global presence of the company’s generics
• Strategic alliances with global players for CRAMS & Development
• Engaging in chemical synthesis, process development and value-added research
• In-licensing of registered or under-development molecules or formulations in various therapeutic segments

In addition to consolidating its business in developing countries, Unichem is working towards creating a global footprint by entering mature markets like North America and Europe.

To this end, Unichem has made significant investments in infrastructure to support international business. As a result, the company has made more than 500 product registrations across the world and more than 500 regulatory filings such as DMFs, EDMFs etc. It has filed 13 US ANDAs of which 7 have been approved with many more still in the pipeline.

By leveraging its competencies in R&D, manufacturing and business development, Unichem seeks to take advantage of attractive opportunities in the generic segment in developed markets.

Unichem's international operations are divided into three distinct regions:

• European Union (EU)
• The Americas
• Rest of the World (Zone 1)

European Union (EU) : Unichem's growing presence in the EU is driven through its 100% subsidiary, Niche Generics, UK.

Niche specializes in the development, licensing and marketing of generics in the European Union. Niche markets its products through its own livery in UK and Ireland and through marketing and licensing agreements in other European countries like Germany, France, Denmark and Sweden.

Unichem has also collaborated with other European partners for product development and co-marketing agreements.

The Americas : Unichem's foray into the Americas encompasses the US, Canada and Latin American markets.

USA : As a cornerstone of its strategy for developed countries, Unichem has made significant progress in the US by launching own label products through its wholly-owned subsidiary, Unichem Pharmaceuticals (USA), Inc. Unichem is aspiring to become a major player in the US market by offering high quality and cost-effective generic APIs and finished products. Most of the company’s Abbreviated New Drug Application (ANDA) products are vertically integrated.

Unichem’s Chemical R&D and Finished Products Development teams in Mumbai and Goa (India) are actively developing APIs and finished products for launch in the US market. The company is also filing Drug Master Files (DMFs) and ANDAs to the US FDA on a continuous basis to support Unichem’s ambitious growth plans.

Latin America : Unichem's subsidiary company Unichem Farmaceutica do Brasil Ltda., will focus on the growing demand for generic products in the Brazilian pharmaceutical market. With its own infrastructure, Unichem is set to aggressively develop its business in Brazil.

In the Central American region, the focus will be on marketing Unichem's branded generics. Unichem has formed distribution and marketing alliances with the key players in many markets to make this possible.

Rest of the World (Zone I) : Zone I comprises the rest of the world excluding EU and the Americas. Unichem's strategy in Zone I is to focus on high value-added branded generics by leveraging its core competencies. Unichem has full-fledged representative offices in Kiev and Moscow and a liaison office in Ghana.

A subsidiary company in South Africa – Unichem SA (Pty) Ltd. – has been created to tap the South Africa market. Besides this, Unichem has a network of distribution and marketing alliances in the Southeast Asian region, CIS, Eastern Europe, Middle East, Africa and in the SAARC countries.

To drive growth in these markets, Unichem works with its own Sales and Marketing infrastructure and distribution alliances.

Unichem Laboratories was founded in 1944 by the late Mr. Amrut Mody, a pioneer in the Indian pharmaceuticals business. With a rich tradition of unwavering quality and reliability, Unichem brings together a unique blend of modern, value-added research and deep knowledge of the Indian pharmaceuticals industry.

Year	Milestones
2006	Acquisition of 100% stake in Niche Generics Limited, United Kingdom
2005	Set up of New Pharma Technology Development Centre at Goa Unichem acquired API manufacturing unit at Pithampur
2002 - 2003	Subsidiaries in South Africa & Brazil established
2002	Established Joint Venture in UK called Niche Generics Limited
2001	New R&D Centre set up at Mumbai. New Biosciences R&D Centre set up at Bangalore for research work in Bio-technology
1998	Baddi formulations plant - fully operational
1997	Goa formulations plant - fully operational New Corporate office set up at Unichem Bhavan Jogeshwari, Mumbai
1996	Merger of Unichem Expo.rts Ltd. & Unisearch Ltd. with Unichem Laboratories Ltd
1984	UNISEARCH Limited was set up in Collaboration with Upjohn
1978	Roha Bulk Drug Plant established (Backward Integration)
1972	Padma Bhushan awarded to Late Mr. Amrut Mody for his pioneering efforts in Indian Pharma Industry
1968	Ghaziabad formulations plant setup
1963	Tie up with Uni Sankyo - Co-Marketing formulations
1944	Naissance of Unichem

While business has grown multi-fold since its inception over 60 years ago, Unichem has never lost sight of its core values, OCTAPACE. These values have formed the foundation on which the Unichem has been built.

OCTAPACE serves as a guide to all company employees and following the values is integral to realizing Unichem’s vision.

Unichem is a responsible and caring pharmaceutical company that is keenly aware of its duty to environment, health and safety. The company promotes environmental protection and insists on complying with all applicable environmental regulations. Every measure is taken for the prevention of pollution in all company. These include planning for energy-saving and conservation of natural resources.

The company has laid down an ‘Environmental Policy’ to this effect. Company has been awarded ISO 14001:2004 certification for Environmental Management System by LRQA.

Unichem’s API manufacturing plants have successfully achieved OHSAS 18000 certification to protect the health and safety of the employees.

Quality is of paramount importance, and even more so, in the health sector where the company deals directly with precious human life. Unichem’s total commitment to quality is well-explained in the ‘Quality Policy’ laid down by the Chairman & Managing Director. The Quality Policy lays emphasis on continuous improvement, meeting customer expectations and all time regulatory compliance.

Unichem is a responsible corporate citizen and has taken several steps to integrate its quality and business objectives. The Quality System adopted by Unichem is certified by reputed international authorities like US FDA, MHRA (UK), MCC (SA), TGA (Australia), ANVISA (Brazil), WHO, EDQM (European Directorate for Quality of Medicines) and others.

The company has a full-fledged Corporate Quality and state-of-the-art Analytical Research department, which is a part of R&D centre in Mumbai. Quality system standards are continuously upgraded by the Corporate Quality centre by issuing Quality System Guidelines from time to time which become the basis for formulating standard operating procedures. The Corporate Quality centre also carries out internal audits of all manufacturing plants to check compliance with current Good Manufacturing Practices (cGMP).

All of Unichem’s manufacturing plants are certified for ISO 9001:2000 by LRQA (Lloyd’s Register Quality Assurance Limited, UK), a leading accrediting agency.

With successful registrations completed in USA, Europe, Canada, South Africa, Brazil, Japan and several other countries, Unichem’s regulatory department has matured over time to meet the challenges of the present and the future. Unichem has been able to file several ANDAs in the US apart from more than two hundred Drug Master Files in the US, Europe, Canada, Australia, Japan and several other countries.

So far, Unichem has made nine CEP (Certificate of Suitability) applications to EDQM, out of which five have been approved while some ANDAs have also been approved. The company also holds several marketing authorizations in Europe.

Unichem is amongst the first few to install, qualify and implement eCTD software for making filings as per regulatory guidelines. Dedicated teams have been put into place for handling API and Formulation-related activities.

With a team of over 3000 people, Unichem Laboratories brings together the ideal blend of expertise to deliver superior business performance.

Unichem focuses on attracting, nurturing and developing the best and brightest talent in the country. The company empowers individuals to realize their potential, which in turn helps Unichem to consistently outperform.

At Unichem, giving back to the community is central to the existence of the organisation. While business, profit and a healthy balance sheet are crucial, the company strives to create and maintain a strong sense of social responsibility.

The range of activities span from creating adequate fire safety mechanisms, conducting blood donation camps, facilitating tree planting, extending educational and on-the-job training and go on to cover vocational guidance and supporting seminars in co-ordination with universities. Unichem takes pride in providing various forms of medical assistance to employees and their families, and also to all those living in villages surrounding manufacturing facilities. The company also organises regular training programmes on safety and precautionary measures. The API facilities at Roha and Pithampur are accredited with OHSAS 18001:1999 and OHSAS 18001:2007 respectively which stands for Occupational Health and Safety Management System.

Unichem’s environmental policy emphasises being a caring company, which protects and promotes the environment by complying with applicable environmental regulations and minimizing pollution in all its operations. In addition, the company has also put several measures in place to save energy and conserve natural resources.

Activities In Goa

Nurturing the environment : As part of the company’s commitment to Green Goa, about 8500 sq metres of landscape gardens at the Goa manufacturing facility have been developed and maintained since inception. During the year 2009-10 another 9000 sq metres were developed into landscaped gardens.

These well-planned gardens attract several species of birds and butterflies. As a result, students from Goa University visit the facility to study these species more closely.

The company has taken up the challenge to make Pilerne Industrial Estate, where the Goa facility is situated, a green area and has planted about 1250 trees including varieties like Kadamba, Alstonia, Ficus Benjamina, Gulmohar, Bohemia, Karanja, Cassia, Bakul etc.

During the monsoons, Unichem distributes over 1500 free saplings/cuttings from the company nursery to employees, neighbouring industrial units and local villagers. This initiative has helped spread environmental awareness to neighbouring industrial units and the local village community. Over 200 trees have been planted during the year 2009-10. To conserve water, the company has devised various water savings methods which are monitored on day-to-day basis. This has helped to improve groundwater water levels in the surrounding valley area.

To create awareness about the pollution generated by motor vehicles, Unichem is rolling out a mandatory check of Pollution Under Control (PUC) certificates of all vehicles entering company premises. This has helped increase awareness about pollution and the need to regularly service and maintain vehicles.

As a part of Unichem’s Environmental Awareness Drive, various programmes by eminent environmentalists are organised on a regular basis for the benefit of the industrial community in association with Goa University, Inspectorate of Factories & Boilers, Government of Goa and Green Triangle Society. In the year 2009-10, the company supported a programme about global warming at the Department of Botany, University of Goa. This scientific programme was conducted on 29th and 30th October 2009, which generated tremendous awareness amongst the industry, scientists and students through a panel of experts. The company also conducts Environmental Awareness programmes for their suppliers/vendors which have been well appreciated by all.