ANTI-CORRUPTION POLICY – MEDYBIZ PHARMA PRIVATE LIMITED

                                                                Overview

This document sets out the policy of Medybiz Pharma Private Limited (“Medybiz
Pharma”) on combatting corruption. The objective of the policy is to clearly set out
Medybiz Pharma’s “Zero Tolerance” approach to corruption. The company subscribes
to international best practices to meet this commitment.

Legal framework

All employees are required to comply with all applicable anti-bribery and corruption
laws and regulations when doing business on behalf of the company. The Employees
are required to adhere the rules and regulations of Prevention of Money Laundering
Act, 2002.

Definitions

In this policy “bribery” is defined as an intentional offer or monetary or other benefit
to another person, official, organisation or company in order to secure or attempt to
secure a benefit in the performance of a duty, to obtain or retain business, or to
obtain any other improper advantage in conducting the corporation’s business.

Bribery can take different forms, such as cash payments, employment offers,
bartering transactions, directing business to a particular individual or business,
undue hospitality, providing services or other benefits to a person, organisation or
company, or to those related to a particular person, organisation or company.

Facilitation or ‘speed payments’ can also be considered forms of bribery. Facilitation
payments are typically small, unofficial payments made to secure or expedite a
routine government action by a government official.

Who is covered by the policy?

This policy applies to all individuals working as employees of the company. We will
require that any individual or organisation acting on behalf of the company, such as
consultants or agents, confirm their understanding of the requirements of this policy
and make a contractual commitment not to engage in bribery or corruption.

The key principles

We are committed to conducting all of business in an honest and ethical manner.
Key principles in our business are:

1. Medybiz Pharma will not pay nor accept bribes, kickbacks, or
facilitation/speed payments (“corrupt payments”), either directly or via third
parties, in any circumstances. Breaches or attempted breaches of this
principle by an employee will be regarded as an act of gross misconduct.

2. Medybiz Pharma will adopt clear policies and procedures proportionate to the
size and risk profile of our business in order to counter corruption risk.

Ethical guidance

Policies and guidance cannot cover every circumstance. We therefore provide some
guidance below to help you make decisions about appropriate business conduct. If
you can answer yes to following quick questions, you might feel comfortable in
proceeding.

• Is the action legal?
• Is it right? Is it honest?
• Is the action consistent with the terms and spirit of this policy and our values
as a business?
• Does it avoid creating a sense of obligation?
• Can I justify this to my manager, the responsible person and to my family?
• Would I feel comfortable if the action became public knowledge?

In any case of doubt, you should discuss the situation with the nominated
responsible person.

Ten Practical procedures

1. Responsible person

Medybiz Pharma will at all times have a nominated director or senior manager
responsible for overseeing and reporting on the implementation of this Policy. The
director/senior manager will be sufficiently senior to be fairly regarded as
independently minded. He/ she will have direct access to the company board.
The responsibilities of the compliance manager shall include:

• Director
• Business Head
• Finance Controller

The current Finance Controller responsible for this role and can be contacted at
+91 9008157373. In discharging this role he/she will report to Director, who can
be contacted at +91 789910669.

2. Review and report

The responsible person will monitor, review and at least annually report on the
effectiveness of and adherence to this policy, and the steps taken to implement
it. The report will be submitted for approval to the board of directors.
The annual report and accounts of Medybiz Pharma will include an assessment
of the workings and effectiveness of this Policy.

3. Senior management information

Medybiz Pharma’s senior management will be kept informed of the steps taken to
implement the policy, the conclusions of any reviews and any material findings
arising out of the work of the responsible person.

4. Employee conduct

Employees are required to report any knowledge or suspicions of the request for,
offering, giving or receiving of a corrupt payment. A failure to do so may be
considered gross misconduct.

No employee will suffer demotion, penalty or other adverse consequence for
refusing to pay or accept a corrupt payment even if such a refusal may result in
Medybiz Pharma losing business or failing to win a deal.

5. Gifts and hospitality

Gifts

Employees are prohibited from accepting lavish gifts, incentives or gratuities or
any gift where it could appear that their judgment regarding the Medybiz Pharma
would be compromised.

Employees may accept gifts which are of a nominal value/ OR Rs. 2,500. All gifts,
however small, must be reported to management and recorded. Where a gift is
offered but refused, this must also be reported to management.

Employees may offer small business gifts (e.g. pens, diaries) to customers,
suppliers and other persons, however all gifts must be reasonable, proportionate
and authorised by management.

Medybiz Pharma will record all gifts and corporate hospitality given and received
by its staff, subject to [an appropriate minimum threshold], in a gifts & hospitality
register. These records will be reviewed regularly by the responsible person.
The practice of gift giving varies between regions and what may be normal and
acceptable in one region may not be in another. The test to be applied is whether
in all the circumstances the gift or hospitality is reasonable and justifiable. The
intention behind the gift should always be considered. However, in no
circumstances should cash or cash equivalents be given at any time.
 
Hospitality

Employees may accept hospitality that is reasonable in the context of the
business, for example accompanying a business associate to a local cultural or
sporting event, business meal or conference would in most cases be acceptable.

Hospitality that is lavish or frequent may appear to influence independent
judgment on behalf of the company. Where an invitation appears inappropriate,
the offer must be declined or the true value of the hospitality paid.

All invitations for hospitality should be discussed with and authorised by
management.

Employees may provide hospitality that is appropriate and reasonable in the
context of the business. Employees must not provide hospitality without seeking
approval and authority from his/her manager.

Applicable laws may prohibit the provision of hospitality, e.g. to government
officials, therefore all local laws and regulations should be checked in advance.

6. Donations to organisations

No employee should make donations or contributions to any charity, political
party or organisation without the express approval of senior management. No
donations should be made with the intention of gaining a business advantage.

7. Internal communication and training

Medybiz Pharma will communicate these principles and practical procedures to
all employees, and will reflect this policy on its website and in the [Employee
Handbook/Code of Conduct etc/].

Training will be provided to staff so that they are aware of this Policy, relevant
anti-corruption legislation and their obligations under the policy and their
contract of employment. Enhanced training will be provided to employees in
particularly high risk roles.

8. Associates

Medybiz Pharma will conduct screening procedures on agents, advisers,
contractors, intermediaries, and other representatives who supply material goods
and services to it ("Associates") to protect Medybiz Pharma from the risk of it being
associated with or benefiting from corrupt payments, and to ensure that the
highest ethical standards are maintained.

Medybiz Pharma requires that associates are made aware of this policy and
confirm that they will not participate in any transaction that will put it in breach
of the policy, and that such associates have adequate procedures for preventing
their own staff engaging in the giving or receiving of bribes, kickbacks, or
facilitation/speed payments.

9. Internal record keeping

The Company shall make and keep books, records, and accounts that conform to
the highest professional standards of accuracy and consistency and that, in
reasonable detail, accurately and fairly reflect the company’s transactions.

10. Auditing

The annual reports of Medybiz Pharma’s internal and external auditors will
include an assessment of the implementation of this policy.

Raising concerns

Key principles

All employees of the Medybiz Pharma are required to report any knowledge or
suspicion of potential bribery to the responsible person at the earliest possible stage.
We encourage such reports and abide by three principles in whistleblowing:

1. The Company welcomes whistle-blower reports and encourages staff and
third parties to draw to its attention instances of corporate wrongdoing
within the Medybiz Pharma of companies (as defined below a “disclosure”);

2. The company will appropriately investigate and act upon such disclosures;

3. The Company regards attempts to victimise or discriminate against a
whistle-blower as potentially gross misconduct.

Making a disclosure

Employees

Disclosure concerning the conduct of any employee of Medybiz Pharma should be
addressed to the name of the responsible person or to the Finance Controller.
Disclosures should be made in writing with the issues clearly and unambiguously
set out. The whistle blower should identify themselves in the disclosure. Anonymous
disclosures may prove difficult to substantiate and will be harder to follow up.

A disclosure is not intended to replace an employee’s duty to keep their supervisors
and managers properly informed on a day-to-day basis of matters which should be
of concern to them or are relevant to the performance of their job. It is intended to
be used where an employee has serious and justified doubts about the willingness
or ability of that supervisor or manager to act appropriately upon such information.

A “Disclosure” is a concern raised in writing and made in good faith that discloses or
demonstrates information that may evidence serious unethical or improper activity
within the Company and its business or clinical practices.

A disclosure should be factual and not speculative and should contain as much
specific information as possible to allow for a proper assessment of the nature and
extent of the concerns.

A disclosure could concern malpractices and events which are taking place or are
suspected or known to have taken place. Examples include:

a) abuse of authority;
b) manipulation or falsification of company data or records;
c) financial or compliance irregularities, including fraud, suspected fraud,
bribery or corruption;
d) criminal offence having an impact on the hospital or its reputation;
e) deliberate violation of law or regulation;
f) any other unethical behaviour.

This policy relies upon the good faith of staff and it should not be used as a
mechanism for raising malicious or unfounded allegations against colleagues. Such
practices may themselves be grounds for disciplinary proceedings.

Third parties

Disclosures (as defined above) may come from third parties, such as agents, advisers,
contractors, or individuals who are unconnected with Medybiz Pharma. They must
be passed Finance Controller immediately.

Investigation

The Finance Controller is responsible for reviewing all disclosures and will seek
appropriate internal and external advice and assistance in investigating the facts set
out in the disclosure. The Company would expect that any review would be completed
within 30 business days of the receipt of the disclosure.

Following the completion of the review, the Finance Controller will provide a short
report to the Company’s Board of Directors recommending appropriate further action
– if any. This may include disciplinary proceedings up to summary dismissal.

Where the disclosure concerns the conduct of Finance Controller then Business
Head will conduct the review and will report to the Board of Directors.

The Company will not to attempt to conceal the disclosure and will take appropriate
disciplinary action in the event that such a disclosure is found to be proven and
against any person who destroys or conceals evidence relevant to the disclosure.

Protection
The Company condemns any kind of discrimination, harassment or victimization of
a whistle blower. The Company will ensure that:

a) the identity of the whistle-blower is kept confidential and only disclosed on
a need to know basis;
b) papers relating to a disclosure are filed carefully away and access to e mails
and electronic files restricted by the use of an appropriate password so as to
avoid the accidental disclosures of a whistle-blowers identity;
c) instances of victimisation of a whistle-blower are treated as a serious matter
which may give rise to disciplinary action by the Finance Controller against
any person(s) causing or allowing such victimization.

These protections may be lost if a disclosure is not made in good faith.

Retention of documents

All disclosures and the documents supporting the disclosure and/or gathered during
a review will be retained by Finance Controller for a minimum period of five years.

Communication and training

The Company will communicate its principles and practical procedures and its
approach to their implementation to its employees and will publish this policy. The
policy will also be communicated to relevant third parties.

Training will be provided to staff so that they are aware of the whistleblowing
channels and their obligations under the policy and their contract of employment.
Regular training will be provided to employees in particularly high risk roles.

Senior management review

The Finance Controller shall provide a brief summary of the disclosures, their
investigations and the resultant action on a regular basis to the company board.

The Finance Controller will monitor, review and at least annually report on the
effectiveness of and adherence to its principles, the practical procedures and the
steps to implement them. The report will be submitted for approval by the Board of
Directors.