Embio Limited
Incorporated in 1986, Embio Limited, a leading global player in the domain of controlled substances and chiral molecules manufactured through bio-transformation. We are one of the largest, totally integrated manufacturer in the world of Active Pharmaceutical Ingredients, Ephedrine, Pseudoephedrine and advanced intermediates of Norephedrine Isomers. This leadership position has been achieved by Embio’s uncompromising emphasis on superior quality of both its products and regulatory compliances, to service the specific requirements of its customers.
Embio’s State of the Art manufacturing facility, approved by US-FDA, WHO-GMP & KFDA, is located in MIDC Mahad on Mumbai-Goa highway that is 175 KM from Mumbai.
Our products and services cater to the stringent requirements of a large clientele in more than 55 countries with the major share in regulated markets that includes a few top 10 pharmaceutical companies in the world.
Chairmans Message
India is currently charging ahead into mainstream pharmaceutical markets around the world with many companies taking their operations worldwide. To grow and prosper, Indian companies will have to re-think the current business models and move to more global, innovation led growth. That is what we are attempting to build here at Embio, being in a niche market of controlled substances, using biotransformation as a key technology.
The 25 plus years of journey by Embio, from its inception to its evolution, is commendable. The single step taken is now on the course of its great journey.
Embio has always been consciously endeavoring to leverage on its competencies to retain and grow its position of leadership in the global arena. Embio has been evolving steadily to become a global leader in the pharmaceutical business with its strategic focus on niche products, patented processes & products, state of the art infrastructure, empowered organizational culture and the synergetic human capital. These fundamentals being in place, Embio is poised for a better future and expected to contribute effectively in building a healthier society.
We expect to grow exponentially with our novel plans to add new products in emerging markets.
I am confident that Embio will continue to strive to excel over itself and make a positive difference in its growth, profitability, social responsibility as well as customer and employee satisfaction.
Mr. M. H. Avadhani - Chairman (Embio)
Management Team
Embio has been headed and led by Mr. M. H. Avadhani, the present Chairman. He has extensive experience in business management with exposure to pharmaceuticals, specialty chemicals and agrochemicals industries.
Mr. M. Devesh, Managing Director, is a Pharmacy graduate from Delhi University and has completed his M.Tech from Andhra University and has worked with the company from its inception with wide exposure to marketing, operations, finance, R&D and project management. He has been instrumental in the formulation of long term strategic plans of the company and has been a guiding force behind the growth of the company. He is nominated as the Chairman of NDPS sub-committee of Indian Drug Manufacturers Association (IDMA).
Mr. R.K. Prabhu, Executive Director, is a Chartered Accountant with a degree in Law and has over 25 years of experience in the Finance and Pharmaceutical industry. To a substantial degree, the sustained performance of the company is a result of the exemplary contribution of Mr. Prabhu, who has been associated with the company for over 10 years now.
Mr. Ajit. T. Vaswani, Non-Executive Director, is a Chartered Accountant and a Chartered Secretary and has over 53 years of experience in business and industry. Since 1981, he has served on the Board of Directors of leading multi-national companies, both in an executive and non-executive capacity.
Mr. Jayant N Godbole, Non-Executive Director, has done B.Tech in chemical engineering from IIT Bombay, with a Certificate in Financial Management from JBIMS, Mumbai. He has over 37 years of diversified experience in various fields and was also Chairman of IDBI.
Mr. Madhusudan G. Rao, Non-Executive Director, has done M.Sc (Organic Chemistry) – Post Graduate Degree, University of Pune, with Diploma in Management Studies – University of Mumbai. He has Experience of 41 years in Sanofi and its legacy companies Aventis, Hoechst Marion Roussel, Hoechst India Ltd. Presently, working as a Technical Advisor to Hilleman Laboratories (100% subsidiary of Merck and Wellcome trust)
Corporate Social Responsibility
As a responsible business, EMBIO takes pride in being socially inclined and focuses on sustained and effective CSR projects. Our employees are encouraged to volunteer their time and skills and enjoy the experience of giving back to the community. We are committed towards improving the quality of lives of people in the society where we operate. We wish to be a company which is respected by people for its commitment towards social causes.
Motivating the Young
Embio conducted an awards camp to motivate students by felicitation for their academic achievements. This was conducted in Zilla Parishad schools at Savane, Khairat & Khaire (Sheltoli). Also a library at Zilla Parishad school at Khaire (Sheltoli) was inaugurated.
Women Empowerment
Embio strives to vest women with related and stable education. The motive of such camps is skill development & empowerment to generate livelihood amongst women. These camps are conducted regularly and an internal evaluation of the program is set up to achieve goals for these women.
Tree Plantation
Embio as a company believes in saving the environment by planting trees thereby reducing the effects of global warming. Our step towards this drive was started with plantation drive around the vicinity of the factory premises. We also keep a vigil on the survival rate of these plantations.
Corporate Social Responsibility
This Policy, which encompasses the Company’s philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare and sustainable development of the community at large, is titled as the ‘Embio – CSR Policy’. This policy shall apply to all CSR initiatives and activities taken up at the various work-centers and locations of Embio Limited (the Company), for the benefit of different segments of the society, specifically the deprived, underprivileged and differently abled persons.
Our Vision
In alignment with vision of the Company, the Company, through its CSR initiatives, will continue to enhance value creation in the society and in the community in which it operates, through its services, conduct and initiatives, so as to promote sustained growth for the society and community, in fulfilment of its role as a Socially Responsible Corporate, with environmental concern.
Effective Date
This policy shall be effective from the financial year 2014 - 2015.
Purpose of the Policy:
The following are the broad purposes of this policy
- To define the kind of projects/ activities that will come under the ambit of CSR;
- To identify broad areas of intervention in which the company will undertake projects;
- To serve as a guiding document to help execute and monitor CSR projects;
Identification of projects and implementation process:
The Company shall undertake activities for economic and social development of communities and geographical areas, particularly in the vicinity of our operations and work centers. Such activities may include:
- Promoting health care including preventive health care and sanitation;
- Promoting education, including special education and employment enhancing vocation skills;
- Empowering women;
- Ensuring environmental sustainability, ecological balance, conservation of natural resources and maintaining quality of soil, air and water;
- Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government;
- Rural development projects; and
- Such other matter as mentioned under Schedule VII of Companies Act, 2013 and as approved by CSR Committee.
Mechanism for Monitoring and Feedback:
For implementing the above mentioned CSR initiatives, Board in consultation with CSR Committee shall designate senior personnel to act as the Compliance Officer and he shall be entrusted with the responsibilities with respect to execution, monitoring and reporting status of CSR activitiesand to allocate funds as required for particular activities, as per the requirements of the Companies Act, 2013 and rules made thereunder.
Budget and allocation:
- The Company will allocate not less than 2% of its average net profit made during the three immediately preceding financial years, as its CSR Budget.
- The surplus arising out of the CSR projects or programmes or activities, if any, shall not form part of the business profit of the Company.
- The CSR committee shall recommend management to open a separate account with bank for CSR activities and nominate authorized signatories to operate and to transfer funds in the said bank account.
Constitution of Corporate Social Responsibility (CSR) Committee:
In accordance with Section 135 of Companies Act, 2013 and the rules thereunder, CSR Committee, a sub-committee of the Board of Directors has been constituted comprising Mr. A. T. Vaswani as the Chairman, Mr. J. N. Godbole and Mr. M. Devesh as the members of the CSR Committee.
The CSR Committee shall act in accordance with following terms of reference:
- Formulate and recommend a Corporate Social Responsibility Policy to the Board.
- Recommend the amount of expenditure to be incurred on the activities.
- Institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the company which would form a part of CSR Policy.
- Monitor CSR Policy and interventions periodically.
Vigil Mechanism (Whistle-Blower) Policy
Embio Limited (“Embio” or “Company”) believes in conduct of its affairs by its employee and associates, in a fair and transparent manner, by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.
Towards this goal, the Company adopts a “Vigil Mechanism (Whistle Blower) Policy”.
This policy lays down the mechanism & process that should govern the actions of the Company and its employee / associates, business associates, clients, vendors, ex-employees and third parties engaged by/with the Company.
The policy is intended to cover serious concerns (actual or suspected), that may have an impact on Embio. Concerns/complaints include, but are not limited to, actions that:
- are not in line with Companies any policies or elsewhere as intimated.
- are unlawful / unethical.
- amount to serious improper conduct.
- affect the Company’s image in any adverse manner.
The objective of this policy is to:
- To provide all persons engaged & dealing with the Company an avenue to raise concerns, in line with the commitment of Embio to adhere to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication.
- To provide a framework to promote a secure and result oriented whistle blowing.
- To provide necessary safeguards for the protection of employees /associates from harassmentor victimization, for raising concern in good faiths.
- To lay down procedures on how to report their suspicions about potential unlawful andunethical conduct, or breaches of Company policy which include all aspects of criminal andother irregular conduct
Applicability
- This policy applies to all employees, the board of directors and associates of Embio. Any actual or potential misconduct by any of the employees / associates of the Company, howsoeverinsignificant or perceived as such, would be a matter of serious concern for the Company and will bedealt with under this Policy.
Out of Scope
This mechanism should not be used for routine or operational matters like:
- Improper / inappropriate administration facilities
- Malfunctioning of IT assets (laptops, printers, etc.)
- Compensation related issues
- Payment and taxation related queries
- Recruitment / job openings
- Questioning the financial or other business decisions taken by the management.
- Sexual harassment complaints (For these you must write to embio@embio.co.in).
Definitions
- “Whistle blower” mean an Employee /Director/ Associate/ Business Associate who makes protecteddisclosure under this policy.
- “Company” means Embio Ltd.
- “Employee” means every employee of the Company.
- “Associate” means all contractual employees not employed on full-time basis or on Company payrollincluding interns, freelancers & other technicians.
- “Director” means a member of the Board of Directors of the Company.
- “Business Associate” means Statutory Auditors or Internal Auditors or Tax Consultants or BusinessAdvisors or Financial Advisors or Legal Advisors or any other outside professional engaged with theCompany.
- "Protected Disclosure" means any communication made in good faith that discloses or demonstratesinformation that may evidence unethical or improper activity.
- “Reportable Matter” means a genuine concern concerning actual or suspected:
- Fraudulent practices, such as improperly tampering with Companies books and records, or theft of company property;
- Corruption, including bribery and money laundering;
- Breaches any policy of the Company.
Please note that complaints concerning personal grievances, such as professional development issues or Employee compensation, are not Reportable Matters for purposes of this Policy.
Responsibility to Report
- Protected Disclosures are to be made whenever an employee becomes aware of a Reportable Matter. The Protected Disclosure should be made promptly upon the Employee becoming aware of the Reportable Matter. Reportable Matters should be made pursuant to the reporting mechanism.
- The role of a Whistle-blower is limited to making a Protected Disclosure. A Whistle-blower should not engage in investigations concerning a Reportable Matter that is the subject of a Protected Disclosure. Neither should a Whistle-blower become involved in determining the appropriate corrective action that might follow from the submission of a Protected Disclosure.
Reporting Mechanism
- In order to maintain highest level of confidentiality, the Company has appointed Mr. D. M. Chati to operate the whistle blowing mechanism.
- All complaint is to be lodged with Mr. D. M. Chati and marked CC to Mr. M. Devesh by the whistle blowers, they will decide upon the action to be taken, based on the facts provided by the whistle blowers. It will be then forwarded to the Audit Committee, to initiate further action. The Company will endeavour to investigate & address the concern raised as soon as possible.
- Protected Disclosures are to be made to Mr. D. M. Chati and marked as CC to Mr. M. Devesh in the prescribed format as follows
- Email to:chati@embio.co.in and CC to: devesh@embio.co.in
- Letter to: Mr. D. M. Chati and copy to Mr. M. Devesh
- To enable the proper investigation of any Reportable Matter, a Protected Disclosure should include as much information as possible concerning the Reportable Matter. To the extent possible, the following information should be provided:
- the nature of the Reportable Matter;
- the names of the Employees to which the Reportable Matter relates.
- the relevant factual background concerning the Reportable Matter; and
- the basis for the Protected Disclosure.
- To enable further investigation of Reportable Matters, Whistle-blowers are strongly encouraged to provide their name and contact details whenever they make a Protected Disclosure under this Policy. If a Whistle-blower does not provide his or her name and contact details when making a Protected Disclosure, Embio's ability to investigate the subject-matter of the Protected Disclosure may be limited by its inability to contact the Whistle-blower to obtain further information.
Protection of whistle blowers
- If a person raises a concern under this Policy, he or she will not be at risk of suffering any form of reprisalor retaliation. Retaliation includes discrimination, reprisal, harassment or vengeance. He/she will not be at the risk of losing her/ his job or suffer loss in any other manner like transfer,demotion, refusal of promotion, pay cut, lesser than normal pay rise per performance appraisal,reducedor holding back of bonus or the like including any direct or indirect use of authority to obstruct thewhistle-blowers’ right to continue to perform his duties/functions including making further protecteddisclosure, as a result of reporting under this Policy.
- The protection is available provided that; The communication/ disclosure is made in good faith; He/she reasonably believes that information, and any allegations contained in it, aresubstantially true andHe/she is not acting for personal gain.
- False complaints: Making frivolous or bogus complaints through whistle blowing channels is strictly prohibited and notacceptable by the Company. A person making complaints with wrong intentions and subsequently found to be false, will be subjectto strict disciplinary actions. It may also lead to suspension or termination of services or employment contract.
Nomination & Remuneration Policy
Introduction
The Company considers human resources as its invaluable assets. This policy on nomination and remuneration of Directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of Companies Act, 2013 in order to pay equitable remuneration to the Directors, KMPs and employees of the Company and to harmonize the aspirations of human resources consistent with the goal of the Company.
Objective of the policy
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.
The objectives and purpose of this policy are:
- To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of a Director (Executive/Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
- The policy also addresses the following items: Committee member qualification; Committee member appointment and removal, Committee structure and operation; and Committee reporting to the board.
- To formulate the criteria for evaluation of performance of all the Directors on the Board.
Constitution of the Nomination & Remuneration Committee
The Board has constituted the “Nomination and Remuneration Committee” of the Board on 6th May, 2014. This is in line with the requirements under the Companies Act, 2013.
Definition
| “Act” | means the Companies Act, 2013 and Rules framed there under, as amended from time to time. |
|---|---|
| “Board” | means Board of Directors of the Company. |
| “Directors” | means Directors of the Company. |
| “Committee” | means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, in accordance with the Act and applicable rules and regulations. |
| “Company” | means Embio Limited |
| “Independent Director” | means a Director referred to in Section 149(6) of the Companies Act, 2013 and rules thereunder. |
| “Key Managerial Personnel” | means (i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director; (ii) Chief Financial Officer; (iii) Company Secretary; and (iv) such other officer as may be prescribed. “Senior Management” means Senior Management means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads. |
Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.
General
This Policy is divided in three parts: -
Part – A covers the matters to be dealt with and recommended by the Committee to the Board;
Part – B covers the appointment and nomination; and
Part – C covers remuneration and perquisites etc.
This policy shall be included in the Report of the Board of Directors.
Part – A
Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee
The following matters shall be dealt by the Committee:-
- Determining the appropriate size and composition of the Board.
- Setting a formal and transparent procedure for selecting new director(s) who are qualified for appointment to the Board.
- To recommend the Board on appointment and removal of the directors’ and the personnel to be appointed in senior management.
- Developing a plan for identifying, assessing and enhancing directors’ competencies.
- Determining remuneration policies and remuneration to directors’.
- To carry out evaluation of every director’s performance.
- Reviewing succession plans for senior management.
- To formulate the criteria’s for determining the qualifications, positive attributes and independence of directors and recommend to the Board a policy, relating to the remuneration for the directors’, Key Managerial Personnel and other employees which is to be disclosed in Board of Directors’ Report. `
Part – B
Policy for appointment and removal of Director, KMPs and Senior Management
Appointment criteria and qualifications
- The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or senior management level and recommend to the Board his / her appointment.
- A person to be appointed as Director, KMP or senior management level should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
- A person, to be appointed as Director, should possess impeccable reputation for integrity, deep expertise and insights in sectors / areas relevant to the Company, ability to contribute to the Company’s growth, complementary skills in relation to the other Board members.
- The Company shall not appoint or continue the employment of any person as Managing Director / Executive Director who has attained the age of sixty years and shall not appoint Independent Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended at the discretion of the committee beyond the age of sixty years/seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond sixty years/Seventy years as the case may be.
- A whole-time KMP of the Company shall not hold office in more than one company except in its subsidiary company at the same time. However, a whole-time KMP can be appointed as a Director in any company, with the permission of the Board of Directors of the Company.
Term / Tenure
1. Managing Director / Whole-time Director
The Company shall appoint or re-appoint any person as its Managing Director and CFO or Whole-time Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.
2. Independent Director
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.
No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.
At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time (Executive) Director of a listed company.
Removal
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director or KMP subject to the provisions and compliance of the said Act, rules and regulations.
Retirement
The Whole-time Directors, KMP and senior management personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Whole-time Directors, KMP and senior management personnel in the same position / remuneration or otherwise, even after attaining the retirement age, for the benefit of the Company.
Part – C
Policy relating to the remuneration for Directors, KMPs and other employees
General
- The remuneration / compensation / commission etc. to Directors will be determined by the Committee and recommended to the Board for approval.
- The remuneration and commission to be paid to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder.
- Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders in the case of Managing Director.
- Where any insurance is taken by the Company on behalf of its Managing Director, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.
Remuneration to KMPs and other employees
The policy on remuneration for KMPs and other employees is as below:-
The Committee would determine the remuneration of the Directors and formulate guidelines for remuneration payable to the employees. These guidelines are as under:
1. Annual remuneration to employees
Annual remuneration refers to the annual compensation payable to the employees of the Company. This comprises two parts - a fixed component, and a performance-linked variable component based on the extent of achievement of the individual’s objectives and performance of the business unit. Every employee is required to sign a performance contract which clearly articulates the key performance measures for that particular defined role. The performance-linked variable pay will be directly linked to the performance on individual components of the performance contract and the overall performance of the business. An employee’s variable pay would, therefore, be directly dependent on key performance measures that represent the best interests of shareholders.
The objective is to set the total remuneration at levels to attract, motivate, and retain high-caliber, and high potential personnel in a competitive global market. The total remuneration level is to be reset annually based on a comparison with the relevant peer group globally, established through independent compensation surveys, from time to time.
2. Minimum remuneration to Managing Director & Whole Time Director
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director in accordance with the provisions of Schedule V of the Companies Act, 2013 read with rules thereunder.
3. Remuneration to Non-Executive / Independent Directors
The remuneration payable to each Non-Executive Director is dependent on individual contributions, the Company’s performance, and the provisions of the Companies Act, 2013 and the rules made thereunder.
The remuneration to the Non-executive Directors (including Independent Directors) may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Companies Act, 2013, in addition to the sitting fees for attending the meetings of the Board and any Committee thereof.
Policy Review
This policy is framed based on the provisions of the Companies Act, 2013 and rules thereunder. In case of any subsequent changes in the provisions of the Companies Act, 2013 or any other regulations which makes any of the provisions in the policy inconsistent with the Act or regulations, then the provisions of the Act or regulations would prevail over the policy and the provisions in the policy would be modified in due course to make it consistent with law.
This policy shall be reviewed by the Nomination and Remuneration Committee as and when any changes are to be incorporated in the policy due to change in regulations or as may be felt appropriate by the Committee. Any changes or modification on the policy as recommended by the Committee would be given for approval of the Board of Directors.
This Policy is approved on 30th May, 2015.
Life At Embio
At Embio our core values have been an integral part of our guiding philosophy. We adhere and sustain with them to build a company where all the employees play a vital role and motivate one another to achieve benchmarks for our industry both - by technical & operational standards. We are a place where people who are different come together as one team, creatively develop and achieve results. At Embio our practice of restoration to society of what we earn awakens trust among consumers, employees and the community. We are committed to protecting this heritage of leadership with trust through the manner in which we conduct our business.
Core Values
We must conduct our business fairly, with honesty and transparency. Everything we do must stand the test of public scrutiny.
We must care and show respect, compassion and humanity for our colleagues and customers around the world, and always work for the benefit of the communities we serve.
We must constantly strive to achieve the highest possible standards in our day-to-day work and in the quality of the goods and services we provide.
We must work cohesively with our colleagues across the group and with our customers and partners around the world, building strong relationships based on tolerance, understanding and mutual cooperation.
We must continue to be responsible, sensitive to the countries, communities and environments in which we work, always ensuring that what comes from the people goes back to the people many times over.
