Offer-Cum-Appointment Letter 28th November, 2013 Ms.

Jyothsna Kenguva C/o Ramakrishna K 44-42-3/4, Nandagiri Nagar, Akkayyapalem, Vizag Dear Jyothsna, Welcome to Abbott Healthcare Pvt. Ltd. and we are sure you will have a long and rewarding career with us. Wish you success! We give here below the details of your appointment and the terms and conditions governing your appointment in our organisation. 1. 2. 3. Designation : Division /H.Q.: Territory Business Manager Diabets Division / Visakhapatnam

Date of Joining : Not later than 02nd December, 2013 If you do not join on or before the abovementioned date, this letter of intent stands withdrawn.

4. 5. 6. 7. 8.

Your commencing Basic Salary will be Rs. 8,035 /- per month. Special Allowance : Rs. 3,550 /- per month Management Grade : 1B Your appointment in the Company will be effective from your actual date of joining the Organisation. Probation : (A) You will be on probation for a period of six months. On completion of your probationary period successfully, you will be confirmed in your present position in writing.

(B) Your probation can be extended by a further period of six months in the event your performance is not up to the mark. 9. 10. 11. The benefits and perquisites applicable to your grade are attached as Appendix-I to this letter. The fixed field expenses applicable to your grade are attached as Appendix-II to this letter. This appointment is further subject to the General Terms and conditions of Service for Managerial Personnel employed by this Company, a copy of which is attached as Appendix III. You will be required to strictly understand, abide and adhere to the role, responsibilities and authority of Trainee/Territory Business Managers as laid down by the Company from time to time, a copy of which, as in force, is enclosed for your guidance.

12.

Please sign and return to us the enclosed duplicate copy of this letter in token of your acceptance of this appointment and all the terms and conditions applicable to it as detailed above and in the appendices attached hereto. Yours Sincerely, For Abbott Healthcare Pvt. Ltd.

P Srinivas Rao Zonal Business Manager - South 2 Diabets Division I hereby confirm my acceptance of all the terms and conditions applicable to me as detailed above and in the appendices attached herewith.

Salary Break-up Name : Ms. Jyothsna Kenguva

Salary Structure Basic House Rent Allowance Education Allowance Conveyance Allowance Medical Reimbursement Health Coverage Special Allowance Leave Travel Assistance Provident fund Total

P. M. 8,035 4018 400 800 1,250 400 3,550 964 19417

P.A. 96420 48210 4,800 9,600 15,000 4800 42,600 8035 11,570 241035

For Abbott Healthcare Pvt. Ltd.

P Srinivas Rao Zonal Business Manager - South 2 Diabets Division

APPENDIX I SALARY COMPONENTS/BENEFITS EXPLAINED FOR EMPLOYEES IN MANAGEMENT CADRE

1. 2. 3.

House Rent Allowance Education Allowance Medical Assistance

Is paid @ 50% of Basic Salary per month. Is paid @ Rs.4,800/- per annum. (a) Reimbursement of Medical Expenses for self and family is paid up to a maximum of Rs.15,000/- per annum. (b) You will be covered under the hospitalisation scheme from the date of joining.

4.

Leave Travel Assistance

Is paid @ 8.33% of Annual Basic salary subject to a maximum of One Months Basic Salary per annum. The methodology for collection thereof will be as per companys rules.

Note: For the above salary components Income Tax exemption applicable as per the prevailing Income Tax rules

5.

Personal Accident

You will be covered under the Company's Group Personal Accident Policy, as per rules & regulations governing the said Scheme. ************

APPENDIX II

FIXED FIELD EXPENSES APPLICABLE TO EMPLOYEES IN MANAGEMENT CADRE

You will be paid an amount of Rs. 1500/- p.m as Fixed Field Expenses alongwith your monthly salary and the same will be taxable. Fixed Expenses will cover the following : 1. 2. 3. 4. Use of Mobile phone for official purpose Use of Internet for official work Cost of Printing & Stationery and Sundry expenses for official purpose Cost of Courier expenses for official purpose

The above amount will not be part of your Fixed Pay.

APPENDIX III GENERAL TERMS AND CONDITIONS OF SERVICE FOR MANAGERIAL PERSONNEL EMPLOYED BY ABBOTT HEALTHCARE Pvt. Ltd., 'D' MART BUILDING, GOREGAON MULUND LINK ROAD, MULUND( WEST ), MUMBAI - 400 080 1. LEAVE 24 Working days in a year subject to the leave rules in force as applicable to Management Staff with the accumulation limit of 180 working days. 2. PROVIDENT FUND The Company shall pay an amount equivalent to 12% of your salary into the Companys Provident Fund and you shall be entitled to benefits under this fund according to the rules in force at the time. 3. GRATUITY-CUM-LIFE ASSURANCE SCHEME The Company shall pay the premium involved in the Companys Gratuity-cum-Life Assurance Scheme and you will be entitled to benefits under this Scheme according to the rules in force at the time. 4. NOTICE OF TERMINATION During Probation Period : One days notice on either side with the Company retaining the right to pay one days salary in lieu of the notice. After Confirmation : One months notice on either side with the Company retaining the right to pay one months salary in lieu of the notice.

5. TRANSFERABILITY Your services are liable to be transferred to companys existing/ future/ departments/ plants/ Group Companies, offices/branches etc. located anywhere in India. 6. RETIREMENT AGE You shall retire from the services of the Company on attaining the age of 58 (Fifty Eight) years. 7. OTHER TERMS AND CONDITIONS 7.1 You will, unless prevented by ill-health or accident and save while on approved leave, devote the whole of your time, attention and abilities to the business of the Company. You will not at any time hereafter, without the consent of the Company in writing, except under legal duress, divulge or make public any matter relating to the Companys transactions, dealings or plans which are of confidential nature. You will be true and faithful to the Company in all your accounts, dealings and transactions whatsoever relating to the business of the Company, and shall, at all times, when required, render a true and just account thereof to the Company or to such persons as shall be so authorised by the Company. It is expressly agreed that this Appointment is made on the basis that your services being mainly of a Management and/or Supervisory nature, you will not be entitled to any rights, privileges and benefits as may be or become applicable to employees covered by the Industrial Disputes Act, 1947.

7.2

7.3

7.4

Role, Responsibilities & Authority of a Trainee/Territory Business Manager A. Role 1. To obtain optimum level of Sales by promoting the Division's products to the medical profession wholeheartedly with the help of the inputs in the form of detailing folders, clinical trial reports, post marketing study reports, reports from medical journals, samples/give-aways etc. to generate maximum prescriptions from the medical professionals and primary and secondary off take by the trade. 2. To ensure prompt and full collections of dues from the trade as per Divisions policy. 3. To implement the Division's strategies with a view to achieve the Division's overall objectives. 4. To enhance the Division's image in the eyes of medical profession and the trade by sharing the Division values, vision and mission and generate goodwill. B. Responsibilities 1. As a Trainee/Territory Business Manager (TTBM/TBM) you will work under the supervision of a management staff currently designated as the Area Business Manager (ABM). You will function: a. Without direct supervision on a day-to-day basis in your territory b. TTBMs & TBMs will be your associates. 3. The ABM and management staff superior to you will function in managerial role, which includes supervisory, advisory and supportive functions. Following are your responsibilities and nature of work during your tenure as TTBM/TBM in the Division you are currently placed:

2.

4.

Annual Sales Targets (a) You will prepare your territory-wise annual sales targets in consultation with your ABM and review it periodically on a monthly basis, so that required corrective measures can be taken promptly. i. These sales targets will be fine tuned by product, monthwise sales etc. to be in line with the overall objectives of the division while taking into consideration the local market conditions, type of products frequently used etc.

ii. You will be responsible for achieving your territory-wise sales and collection targets. Business Doctors List (b) Keeping in mind the range of products marketed by the Division and their share to the overall profitability to the Division, you will maintain an optimum mix of doctors from different specialities as indicated by your Division from time to time. (c) With a view to improve prescription support and for booking of bulk orders, you will meet the doctors at regular intervals/ frequency as instructed by your superiors. These meetings may be in clinics, wards, OPDs of hospitals etc. In hospitals you will also be required to meet commercially important persons (CIPs). (d) You will prepare an approved Business Doctors List (BDL) generally having medical practitioners in Allopathy covering specialists pertaining to the product basket as applicable for your division. The No.of such medical practitioners to be covered in your BDL will be indicated by your Division concerned from time to time. The BDL will contain all requisite information such as name, address, unique database code no. etc. of the doctor as required in the BDL format from time to time. i) Depending upon the Division's strategy and the market demands, the number of doctors on your BDL will have to be changed from time to time.

ii) According to the potential and prescribing habits of the doctors, you will classify the doctors into Large, Medium & Small categories and determine the frequency of visits in consultation with your ABM. iii) You will allot the unique database code number to each doctor on your BDL. iv) Based on the number of doctors in your BDL, the code numbers will be from 1 to 190 or such lesser number as required by your Division. v) The BDL is a dynamic document, and needs to be updated for its optimal usefulness. Therefore, you will carry this BDL with you and review it with your ABM. To facilitate this process, you will list the doctors category-wise/marketwise, location-wise with blank space for updation. vi) With a view to improving the sales and business performance in your territory, you will regularly analyse the existing Business Doctors List (BDL) and add new names or delete existing names, depending on their potential in consultation with your ABM. vii) Newly added doctors during the year will be given code number starting last Code in your BDL eg. if your BDL has 190 doctors it will be 191 onwards. viii) In order to avoid duplication, during the year, you will not allot the code number of a doctor whose name has been deleted to a newly appointed doctor. ix) You will mention the relevant code number assigned to each doctor while preparing your Daily Reports. Call Average e) You will maintain your minimum call average of Doctors and Chemists (retailers calls) as indicated by your division from time to time. i) Calls on distributor/stockists of the Division will be in addition to the calls on the doctors/chemists.

ii) Call average will be calculated on monthly basis so that you can make the shortfall on a day by making additional calls on other days. Daily Business Report/Attendance Record f) You will prepare your Daily Business Reports on a daily basis. However, you will post Monday to Saturday reports on the following Monday by courier. The original to your ABM and the first copy to your RBM/ZBM. The second copy to be retained by you. i) Your Daily Business Reports should reflect: Code Numbers of doctors as given in the BDL Doctors name and category Feed back of the customers Information on the movement of products in the particular area, competitors' activities, suggestions for improvement in the sales volumes in the particular area etc. Any other information that may be asked for from time to time. ii) As you work without daily direct supervision in the field, the only basis of marking your attendance is your Daily Report, hence if we do not receive the same on time you will be marked absent.

Sample Statement g. You will post your Sample Statement on last working day of every month to your ABM. Business Diary h. You will keep your Performance/Sales Diary continuously updated so that your Superiors can review the same and can give you feedback, advise, guidance etc. as required. Business Itinerary i. You will post your itinerary for the following month to your ABM with a copy to your RBM/ZBM by the 20th of the

preceding month so that they can suggest changes if any. The itinerary will contain the list of the doctors to be visited on each day of the following month, the areas to be covered, the route planning for the coverage of the area and the mode of transport in following the route. i) You will follow the itinerary approved by your ABM as far as possible. If for emergent reasons you have to change the itinerary you will do so after getting his prior approval. You will commence your work for the following month based on the itinerary posted by you to your ABM, if you have not received his approval by 1st of the following month. Your ABM will have the right to change the itinerary at any time during the following month and in that event you shall follow the changed itinerary. The mode of your travel for your itinerary is III A/C Rail fare/Bus or shared taxi and you will use the mode of travel as approved by your ABM.

ii)

iii)

iv) You can also use your two wheeler for ex-base of operation where the minimum distance is 20 kms and the maximum 60 kms as specified by the Company from time to time. Joint Work j. Joint work is very important for the Division, therefore unless there is an emergency, you will not take leave on such days. k. You should take the maximum advantage of your Managers visit to your territory to further explore the market for business returns, seek his advise and guidance to improve your productivity, product knowledge, skills etc.

Visit to Chemist l. During your chemists visits :

i) ii) iii) iv) v)

You will observe where and how the Division's products are displayed vis-a-vis competitors. You will observe the shelf space occupied by the Division's products vis-a-vis competitors products. Do aging analysis of the Divisions products vis-a-vis competitors products. Carry out prescription audits. Book orders for the Divisions products.

Visit to Distributors m. During your distributors visit : i) You will ensure that the stock and sales statement (S & S statement) for the previous months have been sent by the 5th of the following month. Conduct an audit to see that the stocks are available as reflected in the S & S statement (including further movements for the period after the preparation of S & S statement). Ensure that redistribution is adequate, the first in first out principle for stock movement is followed. The date expired and damaged stocks is within limits and is quarantine from the saleable stocks. Report such damaged and date expired stocks to ABM. Ensure destruction after proper checking of such stocks as per Division policy. Check and report whether stock replacement /credit notes have been issued for stocks destroyed with approval.

ii)

iii) iv) v) vi) vii)

Business Expense n. You will send your Expense Statements to your ABM as per the schedule laid down by the Company. In case of any deduction in the expense statement, your ABM will inform you immediately the reason (s) for such deductions with a copy to Accounts department. Knowledge Updation o. To face competition you will have to be well equipped in terms of product knowledge, skills and competencies and hence you will constantly update your product knowledge with the existing product range as also of product to be launched, improve your communication, detailing and selling skills. i) This being a continuous process, the company will also help you from time to time through various seminars, training, briefing sessions, doctors meet, workshops etc. conducted by Companys managerial staff and/or outside faculty as well as through documents such as product manuals and medical excerpts.

ii) You must actively participate in the above mentioned programmes to acquire maximum knowledge. iii) You will conduct appropriate healthcare activities and doctors' meetings to: Recruitment p. If required, you will assist your ABM in short-listing and in the selection process of Trainee Territory Business Managers and impart training in the market place by accompanying them to the various customers. Build your professional skills & status Enhance the Division's image Generate goodwill Strengthen your customer contacts Increase Division's business

Image of the Company q. You will conduct yourself in a manner befitting one's position and Division's reputation. i) In order to enhance the Division's image you will dress in a manner befitting it. The dress code for male is full or half sleeve shirt, trousers, tie, socks and shoes and for female it is Indian or Western outfit. Implementation r. You will faithfully implement all Divisions plans, strategies, programmes, activities etc. as instructed/ required from time to time. Filling up Forms & Formats s. For various Divisions business related activities whether or not mentioned hereinabove, you will fill the requisite forms, formats, maintain diaries, registers, give reports, etc. in the form and manner as specified by the management from time to time. Compliance to Rules t. You will observe and comply with the service rules of the Division as may be in force from time to time. Secrecy u. You will maintain secrecy and not divulge or make public any matter relating to the Division's transactions, dealings or plans that are of confidential in nature without the prior written consent of the management, except under legal duress. Fulfillment of Contract v. Failure on the part of all or any of the TTBMs/TBMs to conform to the service rules as may be in force from time to time shall amount to not only commission of acts of misconduct and indiscipline, but will also amount to non fulfillment of the contract of service on the part of the TTBMs/TBMs which will discharge the Management from its obligation to fulfill its part

of the contract of service i.e. the Management will be within its rights not to make payment of any emoluments in such instance/s. Transfer w. Your posting and transfer will be effected to meet the exigencies of work. Postal Address x. You will immediately communicate to the Company any change in your address, qualifications, marital status and other relevant personal information. y. On cessation of employer employee relationship for any reason whatsoever from the company, you will return all Company's property and documents in your possession like promotional material, product literature, training manuals, stationery, identity and visiting cards, settle imprest cash account, settle outstanding loan or advance, etc. with the person/s nominated by the management, to help us settle your dues. C. Authority 1. To evaluate the commercial standing, credit worthiness, personal assets of a party and thereafter recommend to your ABM for appointment as a distributor. 2. Based on the Divisions policy, settle claims upto Rs. 2500/- of distributors/stockists for breakage, expiry, spoilage after due verification and ensure destruction of such goods. 3. You will keep management informed about institutional/ governmental /municipal tenders/rate contracts raised in your territory, assess the potential of the concerned institutions, provide information to your ABM. Based on Company policy and on instructions submit tender documents, follow up with the concerned institutions, if tender is secured on instructions liaise with the ordering authority for the procurement of orders, collections, etc. 4. To conduct customer relationship activities upto a maximum of Rs.5000/- per month for pre-identified and approved customers

and settle expenses as per the Division's policy/norms as existing or varied from time to time at the sole discretion of the management. D. TTBMs/TBMs Role in Management Information System (MIS) 1. You are a very important member of the team and your feedback/inputs is of vital importance to us. Therefore as a vital member of the Pharma Market Intelligence, you will: a) Provide critical feed back to your ABM and the Head Office on a regular basis on the market scenario, emerging trends, state of competition. Make suggestions to improve sales, marketing, and customer relationship to consolidate and improve the business. Keep a close tab and give information on new entrants in the market, introduction of new molecules, new drug combinations dosage form, drug delivery, system, etc. Inform the management of any price changes and promotional strategies by competitors. Participate in pre-launch and other market surveys and submit information as required from time to time.

b)

c) d) 2.

You will keep, at all times full and accurate accounts of all the transactions, expenditure incurred eg. for doctors meet, customer relation management undertaken by you and submit periodical statement of accounts and other reports as may be required to your ABM for preparation of MIS.

E. Leave 1. Privilege Leave (PL) a. You will be entitled to Privilege Leave of 24 working days for each calendar year worked. PL earned for service in a calendar year will be taken in the subsequent calendar year, subject to the rules regarding accumulation. You will apply for PL in the leave application format. b. PL cannot be availed more than 3 times in a calendar year.

c. PL entitlement shall be subject to the following provisions: i) If you join the Company after 1st January, you shall have proportionate PL credited to your account on the following 1st January. In case of absence or leave without pay during the calendar year, your PL for that calendar year will be reduced at the rate of one day for every nine days of absence/leave without pay. You will be allowed to accumulate PL upto a maximum of 180 working days. You cannot avail PL after having resigned from the company i.e. during notice period. PL cannot be prefixed and suffixed to Need Based Leave. If after proceeding on sanctioned PL in the event of illness duly supported by a medical certificate from a registered medical practitioner qualified in alopathy and other relevant documents/data which are to the satisfaction of your ABM you may be allowed to suffix need based leave to your PL. If you have exhausted your need based leave on ailment which is supported by a medical certificate from a registered medical practitioner and other relevant documents/data which are to the satisfaction of your ABM you may be allowed to suffix PL to your need based leave.

ii)

iii) iv) v)

vi)

vii) You will indicate the period you would like to avail your PL of 6 working days or more, one month in advance in your tour programme. You will send your formal leave application for sanction atleast 15 days in advance. viii) Granting of your PL will depend on the exigency of the work and will be at the discretion of the Area Business Manager. ix) After proceeding on leave, if you desire an extension, you will make an application for the purpose to your ABM in writing before expiry of such leave to facilitate your ABM either to sanction or reject the same. In the event of the

extension of PL being rejected, you will report on duty on the expiry of the original sanctioned leave. x) If you remain absent beyond the period of the leave originally granted or subsequently extended with written permission, you will liable to face appropriate action as decided by the management.

2. Need Based Leave a. You will be entitled to 12 working days Need Based Leave during the Calendar year. b. If you join the service during the calendar year you will be entitled to Need Based Leave on pro-rata basis. c. This Need Based Leave is to take care of times when you are sick or you have some personal work. d. In case of absence or leave without pay during the calendar year, your Need Based Leave for that calendar year will be reduced at the rate of one day for every nine days of absence/leave without pay. e. Need based leave for casual purpose can be availed for a maximum of 3 days at a stretch. f. Need based leave for the purpose of sickness if availed for more than 3 days at a stretch, the leave application should accompany a medical certificate. g. You will also apply for all such leave in the leave application format either in advance wherever possible or on the day of resumption of your duty. h. Granting of your Need based leave will depend on the exigency of the work and will be at the discretion of your ABM. 3. Accident Leave a. If you meet with an accident while on duty, your absence will be treated as on duty.

b. You should report the accident immediately to your ABM, SBM and the HR division (Field) and in any case not later than 10 days of the occurrence of the accident. This will facilitate your claim for Insurance. c. If you are covered under E.S.I.S. you will be paid the difference between your salary for the period of your absence duly granted by the company and the cash benefit receivable under the E.S.I. Scheme for the same period. 4. Special Sick Leave In case of prolonged sickness - In order to consider request for special sick leave, the management staff concerned should send necessary request letter indicating the no. of days special sick leave requested alongwith all medical reports to his immediate superior. This request for leave will be considered by the following persons on the recommendations of the immediate next superior concerned. In case the request is for >15 running days (RD) & <= 30 RD by Div. Heads & Corp. HR (Field). => 31 RD and above, by SBU Heads and the Corp HR (Field). 5. Maternity Leave Women TBMs who have completed 1 year of service and have been confirmed can avail of Maternity Leave of a maximum of 12 weeks of which at least 4 weeks will be prior to and 8 weeks will be after confinement. This facility of Maternity Leave shall be restricted to two occasions during the total tenure of service. In establishing a claim for Maternity Leave, you shall produce a medical certificate from a registered medical practitioner for granting of Maternity Leave. F. Payment/Deduction for Days worked/not worked a. For calculating the actual number of days worked weekly off, declared paid holidays for the Division and days on which the person has remained away from duty for any reason whatsoever without pay, will be excluded. b. In the event of deductions to be made for staying away from duty for any reason whatsoever the actual number of working days (excluding) weekly off will be calculated.

G. MISCONDUCT Illustratively the following acts and omissions shall amount to misconducts on the part of the concerned TBM/TTBM : a. Refusing or avoiding an order of transfer. b. Non-fulfilment of and/or non- adherences to Rules & Regulations whether in the Appointment Letter or Service Rules or otherwise as existing from time to time. c. Display or exhibit at the establishments of the Company of other Companies/ of Doctors/ Dealers/Retailers/Educational/ Medical Institution, hand-bills, posters, pamphlets or causing to be displayed by writing or signs drawn or effigy or other visible representations or any matter which is derogatory to the Company. d. Demanding or accepting any money/articles from any Stockist/Retailer/ wholesaler/ CFA /Doctor/ supplier with whom the Company has business contacts whether by way of loans or gifts or donations or contribution or otherwise. e. Doing any work for remuneration and/or profit and/or indulging in an action which is in competition with the business of the Company and/or being employed part-time or otherwise by or with any other individual, firm, party or company and/ or indulging in any trade or business f. Reporting false calls i.e. having reported to have met the doctor/distributor, CFA, CIP, retailer, etc. on a particular day when such an individual had not been met. g. Misuse or abuse of Physicians samples and/or gifts for the purpose other than intended. h. Claiming first class/III-tier AC rail fare when not having travelled by first class/III-tier AC or claiming a fare for transport when such a mode of transport has not been used or claiming a higher fare than what has actually been paid or claiming any other expenses not incurred.

i. Having given false information and/or suppression of any information in the application form or employment or in any of the personal records. j. Abusing / threatening / assaulting / intimidating / wrongfully confining preventing/ disturbing/ disrupting / or in any way adversely affecting any employee or business associate or customer of the Company. k. Abusing/ threatening/ assaulting/ intimidating/ wrongfully confining preventing/ disturbing/ disrupting / or in any way adversely affecting of any other Company. l. Non-participation in the deliberation of briefing sessions, meetings, training programmes or disturbing the said meetings/programmes. m. Refusal or avoidance of the service of a charge sheet or an order of suspension of service or any other communication. n. Non-fulfillment and/or non-adherence to service rules. o. Willful insubordination or disobedience, whether or not in combination with another, of any lawful and reasonable order of a superior. p. Going on an illegal strike or abetting, inciting, instigating or acting in furtherance thereof. q. Willful slowing down in performance of work, or abetment or instigation thereof. r. Theft, fraud or dishonesty in connection with the Companys business or property or the theft of property of another representative. s. Refusal to travel with a superior for work purpose. t. Willful damage to any property of the Company u. Habitual absence without leave or absence without leave for more than ten consecutive days or overstaying the sanctioned leave without a sufficient grounds or proper or satisfactory explanation.

v. Drunkenness, riotous, disorderly or indecent behaviour while on duty. w. Commission of any act subversive of discipline of good behaviour. x. Habitual neglect of work, or gross or habitual negligence. y. Failure to submit reports/information as per the instructions. z. Refusal to accept any order or other communication connected with business of the Company and/or work of the TTBM/TBM. EXPLANATION: Repetition of misconduct on three occasions in preceding 12 months or on 6 occasions in 3 calendar years or less will be treated as habitual. For breach of the rules and regulations whether the Service Rules and/or misconducts the management shall take appropriate action as legally permissible.