CORPORATE GOVERNANCE REPORT

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

2. Quarter ending

- 31st March 2024

  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

DIN

PAN

Category

Date of

Wheth

Date of

Initial

Date of

Date of

Tenure

No of

No of

No of

No of post

e

the

(Chairperson

Birth

er

Special

date of

re-

cessation

(in

Director

Independe

membership

of

(Mr

Director

/Executive/N

Direct

Resolutio

Appointm

appoint

months

ship in

nt

s in Audit/

Chairperson

./M

on-

or

n under

ent

ment

)

listed

Directorsh

Stakeholder

in Audit/

s)

Executive/

disqual

Reg.

entities

ip in listed

Committee(

Stakeholder

Independent/

ified

17(1A) of

includin

entities

s) including

Committee

Nominee)

(Yes/n

Listing

g this

including

this listed

held in

o)

Regs

listed

this listed

entity

listed

entity

entity

entities

including

this listed

entity(3)

Mr.

K Satish

00129701

-

Chairman

09.06.67

No

NA

18.01.93

01.10.17

-

1

0

1

0

Reddy

Mr.

G V Prasad

00057433

-

Co-

22.11.60

No

NA

08.04.86

30.01.21

-

1

0

1

0

Chairman &

MD

Mrs

Kalpana

00046081

-

Independent

30.05.49

No

30.07.19

05.06.07

31.07.19

-

116

2

2

3

2

.

Morparia

Director

Mr.

Leo Puri(4)

01764813

-

Independent

03.01.61

No

NA

25.10.18

-

-

65

2

2

1

0

Director

Ms.

Shikha

00043265

-

Independent

19.11.58

No

NA

31.01.19

-

-

62

5

4

4

0

Sharma(5)

Director

Dr.

K P

01099097

-

Independent

29.12.59

No

NA

07.01.22

07.01.22

-

27

2

2

3

1

Krishnan

Director

Mrs

Penny

09479493

-

Independent

13.12.65

No

NA

28.01.22

28.01.22

-

26

1

1

0

0

.

Wan(2)

Director

Mr

Arun

09665138

-

Independent

25.11.52

No

NA

01.08.22

01.08.22

-

20

1

1

1

1

Madhavan

Director

Kumar

Dr.

Claudio

10109819

-

Independent

05.05.59

No

NA

10.05.23

10.05.23

-

11

1

1

0

0

Albrecht(2)

Director

Mrs

Alpna Seth

01183914

-

Independent

29.08.63

No

NA

19.09.23

19.09.23

-

7

1

1

0

0

Director

Mr.

Sanjiv

06699923

-

Independent

09.07.60

No

NA

29.12.23

-

3

1

1

1

0

Mehta

Director

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. Ms. Penny Wan and Dr. Claudio Albrecht, 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.
  4. Mr. Leo Puri was reappointed at the Annual general meeting of the Company held on July 27, 2023, for a further period of 5 years w.e.f. October 25, 2023
  5. Mrs. Shikha Sharma was reappointed at the Annual general meeting of the Company held on July 27, 2023, for a further period of 5 years w.e.f. January 31, 2024

KUMAR RANDHIR SINGH

Digitally signed by

KUMAR RANDHIR SINGH

Date: 2024.04.20 15:17:49 +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

Arun Madhavan Kumar

Non-Executive -

Chairperson

01-08-2022

-

-

Independent Director

2

Kalpana Morparia

Non-Executive -

Member

02-02-2021

-

-

Independent Director

3

Shikha Sharma

Non-Executive -

Member

31-01-2019

-

-

Independent Director

4

Dr. K P Krishnan

Non-Executive -

Member

20-01-2022

-

-

Independent Director

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

Non-Executive -

Chairperson

01-Aug-2014

-

-

Independent Director

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

Non-Executive -

Chairperson

31-Jan-2019

-

-

Independent Director

2

Alpna Seth

Non-Executive -

Member

30-Jan-2024

-

Dr. Alpna Seth inducted as

Independent Director

member

of

the

Risk

Management Committee

with

effect from January 30, 2024

3

Penny Wan

Non-Executive -

Member

28-Jan-2022

-

-

Independent Director

4

Dr. Claudio Albrecht

Non-Executive -

Member

10-05-2023

-

-

Independent Director

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

Non-Executive -

Chairperson

02-Feb-2021

-

-

Independent Director

2

Dr K P Krishnan

Non-Executive -

Member

20-Jan-2022

-

-

KUMAR RANDHIR SINGH

Digitally signed by

KUMAR RANDHIR SINGH

Date: 2024.04.20 15:19:02 +05'30'

Independent Director

3

Arun Madhavan

Non-Executive -

Member

10-Jan-2023

-

-

Kumar

Independent Director

4

Leo Puri

Non-Executive -

Member

27-Oct-2023

-

-

Independent Director

5

Sanjiv Mehta

Non-Executive -

Member

30-Jan-2024

-

Mr Sanjiv Mehta inducted as

Independent Director

member

of

the

Nomination,

Governance and Compensation

Committee

with

effect

from

January 30, 2024

Sustainability & 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

-

-

3

K Satish Reddy

Chairman

Member

31-Oct-2013

-

-

4

G V Prasad

Co-Chairman & MD

Member

31-Oct-2013

-

-

5

Sanjiv Mehta

Independent Director

Member

30-Jan-2024

-

Mr Sanjiv Mehta inducted as

member

of

the

Corporate

Social

Responsibility

Committee

with

effect

from

January 30, 2024

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

Claudio Albrecht

Independent Director

Chairperson

-

2

Leo Puri

Independent Director

Member

-

3

Penny Wan

Independent Director

Member

-

4

Dr Alpna Seth

Independent Director

Member

-

5

Sanjiv Mehta

Independent Director

Member

Mr. Sanjiv Mehta inducted as member of the Science, Technology and

Operations Committee with effect from January 30, 2024

  1. Meeting of Board of Directors

Date(s) of Meeting (dates of

Maximum gap between

Whether requirement of

Total no.of Directors as

No. of Directors Present

No: of Independent Directors

previous quarter and current

any two consecutive (in

Quorum met (Yes/No)

on date of meeting

attending the meeting

quarter in chronological order)

number of days)

27.10.2023

Yes

10

10

8

KUMAR RANDHIR SINGH

Digitally signed by

KUMAR RANDHIR SINGH

Date: 2024.04.20 15:19:24 +05'30'

30.01.2024

94

Yes

11

11

9

22.03.2024

51

Yes

11

10

8

IV. Meeting of Committees

Name of the committee

Date(s) of

Maximum

Whether

Total no. of

No. of

No. of Independent

No. of members

meeting (dates of

gap

requirement of

Directors as

Directors(including

Directors attending

attending the

previous quarter

between

Quorum met

on date of

Independent

the meeting

meeting (other

and current

any two

(Yes/No)

meeting

Directors)

than Board of

quarter in

consecutive

Directors)

chronological

(in number

order)

of days)

4

Audit committee

27.10.2023

Yes

4

4

0

Audit committee

30.01.2024

94

Yes

4

4

4

0

Audit Committee

21.03.2024

50

Yes

4

3

3

0

Nomination and remuneration committee

26.10.2023

Yes

3

3

3

0

Nomination and remuneration committee

29.01.2024

94

Yes

4

4

4

0

Stakeholders' Relationship committee

26.10.2023

Yes

3

3

1

0

Stakeholders' Relationship committee

29.01.2024

94

Yes

3

3

1

0

Corporate Social Responsibility committee

26.10.2023

Yes

4

4

2

0

Corporate Social Responsibility committee

29.01.2024

94

Yes

4

4

2

0

Risk Management Committee

26.10.2023

Yes

3

3

3

0

Risk Management Committee

29.01.2024

94

Yes

3

3

3

0

Science, Technology and Operations

26.10.2023

Yes

4

4

4

0

Committee

4

Science, Technology and Operations

29.01.2024

94

Yes

4

4

0

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. Details of Cyber Security Incidence

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or

No

breaches or loss of data or documents during the quarter

KUMAR

RANDHIR

SINGH

Digitally signed by

KUMAR RANDHIR SINGH

Date: 2024.04.20 15:19:47 +05'30'

Date of the event

Brief details of the event

VII. 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
  2. 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
  3. 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
  4. 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 corporate governance report for the quarter ended December 31, 2023, was placed before the Board of Directors at their meeting held on January 30, 2024, this report for quarter ended March 31, 2024, will be placed before the Board of Directors at their forthcoming meeting to be held on May 7, 2024.

VIII. Disclosure on website

Sr.

Item

Compliance

If status is "NO" details of

status

non-compliance given here

1

Details of business

Yes

2

Terms and conditions of appointment of

Yes

independent directors

3

Composition of various committees of board of

Yes

directors

4

Code of conduct of board of directors and

Yes

senior management personnel

5

Details of establishment of vigil mechanism/

Yes

Whistle Blower policy

6

Criteria of making payments to non-executive

Yes

directors

Web address

https://www.drreddys.com/business‐and‐ capabilities#our‐businesses https://www.drreddys.com/cms/cms/sites/defaul t/files/2023‐ 06/Draft%20Appointment%20letter%2010052023. pdf https://www.drreddys.com/investor#governance# committees‐of‐the‐board https://www.drreddys.com/investor#governance# code‐of‐business‐conduct‐and‐ethics https://www.drreddys.com/investor#governance# ombudsperson‐policy https://www.drreddys.com/investor#reports‐and‐ filing#annual‐report

KUMAR

Digitally signed by KUMAR

RANDHIR SINGH

RANDHIR SINGH Date: 2024.04.20 15:20:12 +05'30'

7

Policy on dealing with related party

Yes

transactions

8

Policy for determining 'material' subsidiaries

Yes

9

Details of familiarization programmes imparted

Yes

to independent directors

10

Email address for grievance redressal and other

Yes

relevant details

11

Contact information of the designated officials

Yes

of the listed entity who are responsible for

assisting and handling investor grievances

12

Financial results

Yes

13

Shareholding pattern

Yes

14

Details of agreements entered into with the

NA

media companies and/or their associates

15.1

Schedule of analyst or institutional investor

Yes

meet and presentations made by the listed entity

to analysts or institutional investors

simultaneously with submission to stock

exchange

15.2

Audio or video recordings and transcripts of

Yes

post earnings/quarterly calls

16

New name and the old name of the listed entity

NA

17

Advertisements as per regulation 47 (1)

Yes

18

Credit rating or revision in credit rating

Yes

obtained

19

Separate audited financial statements of each

Yes

subsidiary of the listed entity in respect of a

relevant financial year

20

Secretarial Compliance Report

Yes

21

Materiality Policy as per Regulation 30 (4)

Yes

https://www.drreddys.com/cms/cms/sites/defaul t/files/2022‐ 04/policy_on_materiality_of_rpt_and_on_dealing _with_rpt.pdf https://www.drreddys.com/cms/cms/sites/defaul t/files/2021‐12/policy‐for‐determining‐material‐ subsidiaries.pdf https://www.drreddys.com/cms/cms/sites/defaul t/files/2023‐ 06/Familiarization%20programs%202023.pdf https://www.drreddys.com/investor#investor‐ services#complaints

https://www.drreddys.com/investor#investor‐ services#shareholders‐contacts https://www.drreddys.com/investor#reports‐and‐ filing#quarterly‐reports https://www.drreddys.com/investor#shares#shar eholding‐pattern

https://www.drreddys.com/investor#investor‐ meet#investor‐meeting‐details https://www.drreddys.com/investor#investor‐ services#other‐stock‐exchange‐intimations

https://www.drreddys.com/investor#investor‐ services#other‐stock‐exchange‐intimations https://www.drreddys.com/investor#investor‐ services#credit‐rating

https://www.drreddys.com/investor#reports‐and‐ filing#annual‐report https://www.drreddys.com/cms/cms/sites/defaul t/files/2023‐ 05/SEIntimationSecretarialcompliancereport.pdf https://www.drreddys.com/cms/cms/sites/defaul t/files/2023‐

KUMAR

RANDHIR

SINGH

Digitally signed by

KUMAR RANDHIR SINGH Date: 2024.04.20 15:20:36 +05'30'

22

Disclosure of contact details of KMP who are

Yes

authorized for the purpose of determining

materiality as required under regulation 30(5)

23

Disclosures under regulation 30(8)

Yes

24

Statements of deviation(s) or variations(s) as

NA

specified in regulation 32

25

Dividend Distribution policy as per Regulation

Yes

43A(1)

26

Annual return as provided under section 92 of

Yes

the Companies Act, 2013

27

Confirmation that the above disclosures are in a

Yes

separate section as specified in regulation 46(2)

28

Compliance with regulation 46(3) with respect

Yes

to accuracy of disclosures on the website and

timely updating

29 Disclosure of notes on website in terms of Listing Regulations explanatory [Text Block]

08/Policy_on_Determination_of_Materiality_of_E vent_or_Information_26072023.pdf https://www.drreddys.com/cms/cms/sites/defaul t/files/2023‐ 08/Policy_on_Determination_of_Materiality_of_E vent_or_Information_26072023.pdf https://www.drreddys.com/investor#investor‐ services#other‐stock‐exchange‐intimations https://www.drreddys.com/investor#reports‐and‐ filing#annual‐report https://www.drreddys.com/cms/cms/sites/defaul t/files/2021‐12/htmlCode%20%284%29.pdf https://www.drreddys.com/investor#reports‐and‐ filing#annual‐report

https://www.drreddys.com/investor

https://www.drreddys.com/investor

XI Annual Affirmation

Sr

Particulars

Regulation Number

Compliance status

If status is "No"

(Yes/No/NA)

details of non-

compliance may be

given here.

1

Independent director(s) have been appointed in terms of specified

16(1)(b) & 25(6)

Yes

criteria of 'independence' and/or 'eligibility'

2

Board composition

17(1), 17(1A) & 17(1C), 17(1D)

Yes

& 17(1E)

3

Meeting of Board of directors

17(2)

Yes

4

Quorum of Board meeting

17(2A)

Yes

5

Review of Compliance Reports

17(3)

Yes

6

Plans for orderly succession for appointments

17(4)

Yes

7

Code of Conduct

17(5)

Yes

8

Fees/compensation

17(6)

Yes

9

Minimum Information

17(7)

Yes

10

Compliance Certificate

17(8)

Yes

11

Risk Assessment & Management

17(9)

Yes

12

Performance Evaluation of Independent Directors

17(10)

Yes

13

Recommendation of Board

17(11)

Yes

KUMAR RANDHIR SINGH

Digitally signed by

KUMAR RANDHIR SINGH

Date: 2024.04.20 15:21:06 +05'30'

14

Maximum number of Directorships

17A

Yes

15

Composition of Audit Committee

18(1)

Yes

16

Meeting of Audit Committee

18(2)

Yes

17

Role of Audit Committee and information to be reviewed by the audit

18(3)

Yes

committee

18

Composition of nomination & remuneration committee

19(1) & (2)

Yes

19

Quorum of Nomination and Remuneration Committee meeting

19(2A)

Yes

20

Meeting of Nomination and Remuneration Committee

19(3A)

Yes

21

Role of Nomination and Remuneration Committee

19(4)

Yes

22

Composition of Stakeholder Relationship Committee

20(1), 20(2) & 20(2A)

Yes

23

Meeting of Stakeholders Relationship Committee

20(3A)

Yes

24

Role of Stakeholders Relationship Committee

20(4)

Yes

25

Composition and role of risk management committee

21(1),(2),(3),(4)

Yes

26

Meeting of Risk Management Committee

21(3A)

Yes

27

Quorum of Risk Management Committee meeting

21(3B)

Yes

28

Gap between the meetings of the Risk Management Committee

21(3C)

Yes

29

Vigil Mechanism

22

Yes

30

Policy for related party Transaction

23(1), (1A), (5), (6), & (8)

Yes

31

Prior or Omnibus approval of Audit Committee for all related party

23(2), (3)

Yes

transactions

32

Approval for material related party transactions

23(4)

Yes

33

Disclosure of related party transactions on consolidated basis

23(9)

Yes

34

Composition of Board of Directors of unlisted material Subsidiary

24(1)

Yes

35

Other Corporate Governance requirements with respect to subsidiary

24(2),(3),(4),(5) & (6)

Yes

of listed entity

36

Alternate Director to Independent Director

25(1)

NA

37

Maximum Tenure

25(2)

Yes

38

Appointment, Re-appointment or removal of an Independent Director

25(2A)

Yes

through special resolution or the alternate mechanism

39

Meeting of independent directors

25(3) & (4)

Yes

40

Familiarization of independent directors

25(7)

Yes

41

Declaration from Independent Director

25(8) & (9)

Yes

42

Directors and Officers insurance

25(10)

Yes

43

Confirmation with respect to appointment of Independent Directors

25(11)

Yes

who resigned from the listed entity

44

Memberships in Committees

26(1)

Yes

45

Affirmation with compliance to code of conduct from members of

26(3)

Yes

Board of Directors and Senior management personnel

46

Disclosure of Shareholding by Non-Executive Directors

26(4)

Yes

47

Policy with respect to Obligations of directors and senior management

26(2) & 26(5)

Yes

48

Approval of the Board and shareholders for compensation or profit

26(6)

NA

sharing in connection with dealings in the securities of the listed entity

49

Vacancies in respect Key Managerial Personnel

26A(1) & 26A(2)

Yes

KUMAR

RANDHIR

SINGH

Digitally signed by

KUMAR RANDHIR SINGH

Date: 2024.04.20 15:22:36 +05'30'

Balance outstanding at the end of six months(taking into account any invocation)

1

2

Annexure II

Name of Signatory

K Randhir Singh

Designation

Company Secretary and Compliance officer

XII Affirmations:

Sr

Particulars

Compliance status

1

The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance

Yes

requirements with respect to subsidiary of Listed Entity have been complied

Any other information provided

Annexure II

1

Name of Signatory

K Randhir Singh

2

Designation

Company Secretary and Compliance officer

Additional Half Yearly Disclosure

Additional Half Yearly Disclosure

Applicability of Disclosure

Not Applicable

  1. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to

Entity

Aggregate amount advanced during six months

Promoter or any other entity controlled by them

Promoter Group or any other entity controlled

by them

Directors (including relatives) or any other

entity controlled by them

KMPs or

any other entity controlled by them

Balance outstanding at the end of six months

  1. Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

Entity

Type (guarantee, comfort letter etc.)

Aggregate amount of issuance during

six months

Promoter or any other entity controlled by them

Promoter Group or any other entity controlled by them

KUMAR

RANDHIR

SINGH

Digitally signed by

KUMAR RANDHIR SINGH Date: 2024.04.20 15:22:59 +05'30'

Directors (including relatives) or any other entity controlled by them

KMPs or any other entity controlled by them

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

Entity

Type of security (cash, shares etc.)

Aggregate value of security provided

Balance outstanding at the end of

during six months

six months

Promoter or any other entity controlled by them

Promoter Group or any other entity controlled by them

Directors (including relatives) or any other entity controlled by them

KMPs or any other entity controlled by them

II.

Affirmations:

Affirmations

Compliance Status

All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in

connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to

promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including

their relatives) or any entity controlled by them are in the economic interest of the company.

Name

Designation

Place

Date

KUMAR RANDHIR SINGH

Digitally signed by

KUMAR RANDHIR SINGH

Date: 2024.04.20 15:23:26 +05'30'

Name

:

K Randhir Singh

Designation

:

Company Secretary, Compliance Officer & Head-CSR

Place

:

Hyderabad

Date

:

April 20, 2024

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Dr. Reddy's Laboratories Limited published this content on 22 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 08:49:05 UTC.