CORPORATE GOVERNANCE REPORT
1. Name of Listed Entity - Dr. Reddy's Laboratories Limited
2. Quarter ending | - 31 March 2023 |
- Whether the Listed entity has a regular chairperson - Yes
- Whether Chairperson is related to MD or CEO - No(1)
I. Composition of Board of Directors
Titl | Name of the | DIN | PAN | Category | Date of | Date of | Initial | Date of re- | Date of | Tenure | No of | No of | No of | No of post of | |
e | Director | (Chairperson | Birth | Special | date of | appointme | cessation | (in | Directors | Independe | memberships | Chairperson | |||
(Mr. | /Executive/N | Resoluti | Appoint | nt | months) | hip in | nt | in Audit/ | in Audit/ | ||||||
/Ms | on- | on under | ment | listed | Directorshi | Stakeholder | Stakeholder | ||||||||
) | Executive/ | Reg. | entities | p in listed | Committee(s | Committee | |||||||||
Independent/ | 17(1A) | including | entities | ) including | held in listed | ||||||||||
Nominee) | of | this | including | this listed | entities | ||||||||||
Listing | listed | this listed | entity | including | |||||||||||
Regs | entity | entity | this listed | ||||||||||||
entity(3) | |||||||||||||||
Mr. | K Satish | 00129701 | AERPK6948L | Chairman | 09.06.67 | NA | 18.01.93 | 01.10.17 | - | 1 | 0 | 1 | 0 | ||
Reddy | |||||||||||||||
Mr. | G V Prasad | 00057433 | AAHPP9553C | Co- | 22.11.60 | NA | 08.04.86 | 30.01.21 | - | 1 | 0 | 1 | 0 | ||
Chairman & | |||||||||||||||
MD | |||||||||||||||
Ms. | Kalpana | 00046081 | AAGPM5926M | Independent | 30.05.49 | 30.07.19 | 05.06.07 | 31.07.19 | - | 104 | 2 | 2 | 3 | 2 | |
Morparia | Director | ||||||||||||||
Mr. | Sridar | 00278512 | AACPI7514D | Independent | 13.08.47 | 30.07.19 | 22.08.11 | 31.07.19 | - | 104 | 2 | 2 | 3 | 2 | |
Iyengar | Director | ||||||||||||||
Mr. | Leo Puri | 01764813 | AALPP0852A | Independent | 03.01.61 | NA | 25.10.18 | - | - | 53.00 | 2 | 2 | 1 | 0 | |
Director | |||||||||||||||
Ms. | Shikha | 00043265 | ALFPS9244J | Independent | 19.11.58 | NA | 31.01.19 | - | - | 50.00 | 5 | 4 | 3 | 0 | |
Sharma | Director | ||||||||||||||
Mr. | Allan | 08393837 | ZZZZZ9999Z | Independent | 29.08.57 | NA | 26.03.19 | - | - | 45.00 | 0 | 0 | 0 | 0 | |
Oberman(2) | Director | ||||||||||||||
Dr. | K P | 01099097 | AAEPK6039K | Independent | 29.12.59 | NA | 07.01.22 | 07.01.22 | - | 15.00 | 2 | 2 | 2 | 1 | |
Krishnan | Director | ||||||||||||||
Ms. | Penny | 09479493 | ZZZZZ9999Z | Independent | 13.12.65 | NA | 28.01.22 | 28.01.22 | - | 14.00 | 1 | 1 | 0 | 0 | |
Wan(2) | Director | ||||||||||||||
Mr. | Arun | 09665138 | ZZZZZ9999Z | Independent | 25.11.52 | NA | 01.08.22 | 01.08.22 | - | 8.00 | 1 | 1 | 1 | 0 | |
Madhavan | Director | ||||||||||||||
Kumar(2) |
Notes:
1.Mr. K Satish Reddy (Chairman) and Mr. G V Prasad (Co-Chairman and MD) are not relatives as per the definition of the term 'relative' defined under the Companies Act, 2013. However, Mr. K Satish Reddy and Mr. G V Prasad are brothers-in-law.
2.Mr. Allan Grant Oberman, Ms. Penny Wan and Mr Arun Madhavan Kumar, being foreign nationals, do not have PAN. Hence their PAN no. is entered as ZZZZZ9999Z, as suggested by the exchanges earlier.
3.Committee Chairmanship includes Committee Membership.
KUMAR RANDHIR SINGH
Digitally signed by
KUMAR RANDHIR SINGH Date: 2023.04.20 17:20:49 +05'30'
- Composition of Committees
Audit Committee
Whether the Audit Committee has a regular chairperson - Yes
Sr. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks |
No. | ||||||
1 | Sridar Iyengar | Independent Director | Chairperson | 22-Aug-2011 | - | - |
2 | Shikha Sharma | Independent Director | Member | 31-Jan-2019 | - | - |
3 | Kalpana Morparia | Independent Director | Member | 02-Feb-2021 | - | - |
4 | Dr K P Krishnan | Independent Director | Member | 20-Jan-2022 | - | - |
5 | Arun Madhavan Kumar | Independent Director | Member | 01-08-2022 | - | - |
Stakeholders' Relationship Committee
Whether the Stakeholders' Relationship Committee has a regular chairperson - Yes
Sr. No. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks | |||
1 | Kalpana Morparia | Independent Director | Chairperson | 01-Aug-2014 | - | - | |||
2 | K Satish Reddy | Chairman | Member | 10-May-1994 | - | - | |||
3 | G V Prasad | Co-Chairman & MD | Member | 30-Oct-2000 | - | - | |||
Risk Management Committee | |||||||||
Whether the Risk Management Committee has a regular chairperson - Yes | |||||||||
Sr. No. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks | |||
1 | Shikha Sharma | Independent Director | Chairperson | 31-Jan-2019 | - | - | |||
2 | Sridar Iyengar | Independent Director | Member | 22-Aug-2011 | - | - | |||
3 | Leo Puri | Independent Director | Member | 02-Feb-2021 | - | - | |||
4 | Penny Wan | Independent Director | Member | 28-Jan-2022 | - | - | |||
5 | Arun Madhavan Kumar | Independent Director | Member | 01-Aug-2022 | 10-Jan-2023 | - |
Nomination, Governance and Compensation Committee (Nomination and Remuneration Committee)
Whether the Nomination, Governance and Compensation Committee has a regular chairperson - Yes
Sr. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks |
No. | ||||||
1 | Kalpana Morparia | Independent Director | Chairperson | 02-Feb-2021 | - | - |
Dr K P Krishnan | Independent Director | Member | 20-Jan-2022 | - | - | |
3 | Arun Madhavan | Independent Director | Member | 10-Jan-2023 | - | - |
Kumar | ||||||
4 | Allan Oberman | Independent Director | Member | 01-Apr-2021 | 06-Jan-2023 | Ceased to be a member due to |
resignation as Director w.e.f Jan | ||||||
6, 2023 |
KUMAR RANDHIR SINGH
Digitally signed by
KUMAR RANDHIR SINGH Date: 2023.04.20 17:21:04 +05'30'
Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a regular chairperson - Yes
Sr. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks | ||||
No. | ||||||||||
1 | Dr K P Krishnan | Independent Director | Chairperson | 30-Oct-2022 | - | - | ||||
2 | Kalpana Morparia | Independent Director | Member | 30-Oct-2022 | - | - | ||||
2 | K Satish Reddy | Chairman | Member | 31-Oct-2013 | - | - | ||||
3 | G V Prasad | Co-Chairman & MD | Member | 31-Oct-2013 | - | - | ||||
Science, Technology and Operations Committee | ||||||||||
Whether the Science, Technology and Operations Committee has a regular chairperson - Yes | ||||||||||
Sr. | Name of the Director | Category | Chairperson/Membership | Remarks | ||||||
No. | ||||||||||
1 | Leo Puri | Independent Director | Member | - | ||||||
2 | Penny Wan | Independent Director | Member | - | ||||||
3 | Allan Oberman | Independent Director | Member | Ceased to be a member of Science, technology and Operations committee w.e.f | ||||||
Jan 6, 2023 |
- Meeting of Board of Directors
Date(s) of Meeting( Date(s) of | Maximum gap between | Whether requirement of | Total number of | No. of Directors | No: of Independent |
previous quarter and current | any two consecutive (in | Quorum met (Yes/No) | Directors as on date | Present | Directors attending |
quarter in chronological | number of days) | of meeting | the meeting | ||
order) | |||||
28-10-2022 | Yes | 10 | 10 | 10 | |
25-01-2023 | 88 | Yes | 9 | 9 | 7 |
20-03-2023 | 53 | Yes | 9 | 9 | 7 |
23-03-2023 | 2 | Yes | 9 | 9 | 7 |
- Mr Prasad R Menon, term as a Director has ended on October 29, 2022 and he was present in the board meeting held on October 28, 2022. In the sheet "Annx 1 - Meeting of BOD". The XBRL utility is not accepting the actual number of directors present in the meeting held on October 28, 2022, as there is a validation error - "Please enter less then the No. of director mentioned in Annx 1 - Comp. of BOD. Therefore, Mr Menon's name has not been included in the "Total number of directors as on the date of meeting", "Number of Directors present (All Directors including Independent Director) and "No. of Independent Directors attending the meeting" columns. The directors who were present for the Board meeting held on October 28, 2022, were (Mr. K Satish Reddy, Mr G V Prasad, Mr Sridar Iyengar, Ms Kalpana Morparia, Mr Arun M Kumar, Ms Shikha Sharma, Mr Leo Puri, Dr K P Krishnan, Ms Penny Wan, Mr Allan Oberman and Mr Prasad R Menon)
IV. Meeting of Committees
Name of the committee | Date(s) of Meeting( | Maximum gap | Whether | No. of Directors Present | No. of Independent |
Date(s) of previous | between any | requirement | Directors attending | ||
quarter and current | two | of Quorum | the meeting | ||
quarter in chronological | consecutive | met | |||
order) | |||||
(Yes/No) | |||||
KUMAR RANDHIR SINGH
Digitally signed by
KUMAR RANDHIR SINGH Date: 2023.04.20 17:21:20 +05'30'
(in number of | |||||
days) | |||||
Audit Committee | 28-10-2022 | Yes | 5 | 5 | |
Audit Committee | 25-01-2023 | 88 | Yes | 5 | 5 |
Audit Committee | 24-03-2023 | 57 | Yes | 5 | 5 |
Nomination and Remuneration | 27-10-2022 | Yes | 4 | 4 | |
committee | |||||
Nomination and Remuneration | Yes | ||||
committee | 24-01-2023 | 88 | 3 | 3 | |
Nomination and Remuneration | Yes | ||||
committee | 27-10-2022 | 3 | 1 | ||
Stakeholders' Relationship | Yes | ||||
Committee | 24-01-2023 | 88 | 3 | 1 | |
Stakeholders' Relationship | Yes | ||||
Committee | 27-10-2022 | 3 | 1 | ||
Corporate Social Responsibility | Yes | ||||
Committee | 24-01-2023 | 88 | 4 | 2 | |
Corporate Social Responsibility | 27-10-2022 | Yes | 5 | 5 | |
Committee | |||||
Risk Management Committee | 24-01-2023 | 88 | Yes | 4 | 4 |
Risk Management Committee | 27-10-2022 | Yes | 4 | 4 | |
Science, Technology and | Yes | ||||
Operations Committee | 25-01-2023 | 89 | 2 | 2 | |
Science, Technology and | 28-10-2022 | Yes | 5 | 5 | |
Operations Committee |
V. | Related Party Transactions | ||
Subject | Compliance status (Yes/No/NA) | ||
Whether prior approval of audit committee obtained | Yes | ||
Whether shareholder approval obtained for material RPT | Not Applicable | ||
Whether details of RPT entered into pursuant to omnibus approval have been | Yes | ||
reviewed by Audit Committee |
Note: Pursuant to Regulation 23(5) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 any transactions entered into between a holding company and its wholly owned subsidiary do not require approval of shareholders.
VI. Affirmations
Annexure I
1. | The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure | Requirements) Regulations, 2015. - Yes |
2. | The composition of the following committees is in terms of SEBI(Listing Obligations and Disclosure | Requirements) Regulations, 2015 |
- Audit Committee - Yes
- Nomination, Governance and Compensation (Nomination & Remuneration) Committee - Yes
- Stakeholders' Relationship Committee - Yes
- Risk Management Committee (applicable to the top 100 listed entities) - Yes
KUMAR RANDHIR SINGH
Digitally signed by
KUMAR RANDHIR SINGH Date: 2023.04.20 17:21:33 +05'30'
- The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. - Yes
- The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.- Yes
- a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. - Yes b. Any comments/observations/advice of Board of Directors may be mentioned here:
The report for the quarter ended December 31, 2022 was placed before the Board of Directors at their meeting held on January 25, 2023 and this report for quarter and year ended March 31, 2023 is being placed before the Board of Directors at their forthcoming meeting to be held on May 10, 2023.
VII. Affirmations
Annexure I
Sr. | Particulars | Compliance Status | Web address | ||
No | (Yes/No/NA) | ||||
1 | Details of business | Yes | |||
2 | Terms and conditions of appointment of independent directors | Yes | |||
3 | Composition of various committees of board of directors | Yes | |||
4 | Code of conduct of board of directors and senior management personnel | Yes | |||
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | |||
6 | Criteria of making payments to non-executive directors | Yes | |||
7 | Policy on dealing with related party transactions | Yes | |||
8 | Policy for determining 'material' subsidiaries | Yes | |||
9 | Details of familiarization programmes imparted to independent directors | Yes | |||
10 | Contact information of the designated officials of the listed entity who are responsible for | Yes | |||
assisting and handling investor grievances | |||||
11 | email address for grievance redressal and other relevant details | Yes | |||
12 | Financial results | Yes | |||
13 | Shareholding pattern | Yes | www.drreddys.com | ||
14 | Details of agreements entered into with the media companies and/or their associates | Yes | |||
15 | Schedule of analyst or institutional investor meet and presentations made | Yes | |||
by the listed entity to analysts or institutional investors simultaneously with | |||||
submission to stock exchange | |||||
16 | New name and the old name of the listed entity | Yes | |||
17 | Advertisements as per regulation 47 (1) | Yes | |||
18 | Credit rating or revision in credit rating obtained | Yes | |||
19 | Separate audited financial statements of each subsidiary of the listed entity | Yes | |||
in respect of a relevant financial year | |||||
20 | Whether company has provided information under separate section on its website as per | Yes | |||
Regulation 46(2) | |||||
21 | Materiality Policy as per Regulation 30 | Yes | |||
22 | Dividend Distribution policy as per Regulation 43A (as applicable) | Yes | |||
23 | It is certified that these contents on the website of the listed entity are correct | Yes | |||
KUMAR | Digitally signed by KUMAR | ||||
RANDHIR SINGH |
RANDHIR SINGH Date: 2023.04.20 17:21:46 +05'30'
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Dr. Reddy's Laboratories Limited published this content on 20 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2023 12:24:09 UTC.