Dr Reddy Laboratories : Corporate Governance report for March, 2023

CORPORATE GOVERNANCE REPORT

1. Name of Listed Entity - Dr. Reddy's Laboratories Limited

2. Quarter ending

- 31 March 2023

1. Whether the Listed entity has a regular chairperson - Yes
2. 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'

1. 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

1. 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

1. Audit Committee - Yes
2. Nomination, Governance and Compensation (Nomination & Remuneration) Committee - Yes
3. Stakeholders' Relationship Committee - Yes
4. 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'

1. 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
2. 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
3. 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'