Full Press Release Details
Dr. Reddy s Laboratories Limited
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 33rd annual general meeting (AGM) of the members of Dr. Reddy s Laboratories Limited (CIN:
L85195TG1984PLC004507) will be held on Friday, 28 July 2017 at 9.30 AM at the Kaveri Ball Room, Hotel Trident, HITEC City, Madhapur, Hyderabad - 500 081, to transact the following business:
THAT pursuant to the provisions of sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and their corresponding rules, pursuant to the recommendations of the audit committee and the resolution passed by the
members at their 32nd annual general meeting (AGM) held on 27 July 2016, the appointment of M/s. S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), who have confirmed their eligibility in
terms of the provisions of section 141 of the Companies Act, 2013 and rule 4 of the Companies (Audit and Auditors) Rules, 2014, as statutory auditors, to hold office upto the conclusion of 34th AGM, be and is hereby ratified at such remuneration and
out of pocket expenses, as may be decided by the board of directors of the company.
To consider and, if thought fit, to pass with or without modification(s) the following resolution as an ordinary resolution:
RESOLVED THAT pursuant to the provisions of section 196, 197, 198 and any other applicable provisions, if any, of the Companies
Act, 2013, the relevant rules made thereunder read with schedule V of the said Act (including any statutory modifications and re-enactment thereof, for the time being in force), consent of the members of the company be and is hereby accorded for the
re-appointment of Mr. K Satish Reddy (DIN: 00129701) as whole-time director designated as
chairman of the company for a further period of five years with effect from 1 October 2017 to 30 September 2022, liable to retire by rotation, on the terms and conditions and
remuneration as set out below:
Contribution to provident fund,
superannuation fund or annuity fund as per the rules of the company. These will not be included in the computation of the ceiling on perquisites or remuneration to the extent these either singly or put together are not taxable under the Income Tax
Act, 1961. Gratuity shall be payable as per the rules of the company.
Encashment of leave at the end of the tenure will not be included in the computation
of the ceiling on perquisites.
In addition to the salary and perquisites, commission will also be payable up to 0.75% of
the net profits of the company calculated in the manner referred to in section 198 of the Companies Act, 2013, as may be decided by the board of directors of the company.
RESOLVED FURTHER THAT the board of directors of the company be and are hereby authorized to vary, alter or modify the designation of Mr. K Satish Reddy
and the terms and conditions of his appointment including remuneration and/or perquisites payable or to be provided (including any monetary value thereof) to him to the extent the board of directors deem fit.
RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year during his tenure, the company shall pay Mr. K Satish
Reddy, the remuneration by way of salary, perquisites, commission or any other allowances as specified above and in accordance with the limits specified under the Companies Act, 2013 (including any statutory modifications or re-enactments thereof,
for the time being in force) or such other limits as may be prescribed by the Government from time to time in this regard, as minimum remuneration.
Dr. Reddy s Laboratories Limited
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
To consider and, if thought fit, to pass with or without modification(s) the following resolution as an ordinary resolution:
RESOLVED THAT pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act, 2013 and
the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. Sagar & Associates, Cost Accountants (Firm Registration No. 000118) appointed by the
board of directors of the company as cost auditors for the financial year ending March 31, 2018, be paid a remuneration of
700,000/- (Rupees seven lakhs) per annum plus out of pocket expenses, at actuals and applicable taxes.
RESOLVED FURTHER THAT the board of directors of the company be and are hereby authorized to do all such acts, matters, deeds and
things as may be necessary to give effect to the above resolution.
A person can act as a proxy on behalf of not exceeding fifty members and holding in the aggregate not more than ten per cent of the total
share capital of the company carrying voting rights. A member holding more than ten per cent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other
Dr. Reddy s Laboratories Limited
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
Accordingly, members holding securities in demat mode are requested to update their bank details with their depository participants. Members
holding securities in physical form may send a request updating their bank details, to the company s registrar and transfer agent, Bigshare Services Private Ltd.
By order of the board
| Place : Hyderabad | Sandeep Poddar | |
| Date : 12 May 2017 | Company Secretary |
ANNEXURE TO NOTICE OF AGM
Statement provided under Secretarial
Standards on general meetings (SS-2).
Mr. G V Prasad (aged 56 years) leads the core team that drives the growth and performance at
Dr. Reddy s that has contributed significantly to its transformation from a mid-sized domestic operation into a worldwide pharmaceutical conglomerate. Mr. Prasad has played a key role in the evolution of Dr. Reddy s from a
mid-sized pharmaceutical company into a globally respected pharmaceutical major. Mr. Prasad is widely credited as the architect of Dr. Reddy s successful Global Generics and Active Pharmaceutical Ingredient (API) strategies, as well
as company s foray into biosimilars and differentiated formulations. He envisioned new business platforms and is dedicated to building the innovation side of the business.
Mr. Prasad joined company s board in 1986 and became vice-chairman & CEO in 2001, when Cheminor Drugs Ltd., the company of which he was then
managing director, merged with Dr. Reddy s. Mr. Prasad was re-appointed as whole-time director designated as co-chairman, managing director and CEO of the company at the 32nd AGM of the members held on 27 July 2016,
for a further period of five years commencing 30 January 2016 to 29 January 2021, liable to retire by rotation. He retires by rotation at the 33rd AGM of the company and being eligible,
offers himself for the re-appointment.
He has a Bachelor s degree in Chemical Engineering from Illinois Institute of Technology, Chicago in the
United States of America, and an M.S. in Industrial Administration from Purdue University, Indiana in United States of America.
He is also a director on
the boards of: Green Park Hotels and Resorts Ltd., Stamlo Industries Ltd., Dr. Reddy s Holdings Ltd., Molecular Connections Private Ltd., Dr. Reddy s Trust Services Private Ltd., Dr. Reddy s Research Foundation,
Dr. Reddy s Institute of Life Sciences, International Foundation for Research and Education, Indian School of Business, Andhra Pradesh State Skill Development Corporation and company s wholly owned subsidiaries, Aurigene Discovery
Technologies Ltd. and Idea2Enterprises (India) Private Ltd.
Dr. Reddy s Laboratories Limited
ANNEXURE TO NOTICE OF AGM (CONTINUED)
He has attended all meetings of the board held during FY2017. He is a member of corporate social responsibility
committee, stakeholders relationship committee and banking and authorisations committee of Dr. Reddy s Laboratories Limited and corporate social responsibility committee and nomination and remuneration committee of Aurigene Discovery
Technologies Limited.
Mr. G V Prasad holds 1,344,640 equity shares in the company.
Except Mr. G V Prasad, Mr. K Satish Reddy and their relatives, none of the other directors and key managerial personnel of the company and their relatives are
concerned or interested, financially or otherwise, in the resolution set out at item no. 3 of the notice.
The board recommends the resolution set forth in
item no. 3 of the notice for approval of the members.
Statement pursuant to section 102(1) of the Companies Act, 2013 and under Secretarial Standards
on general meetings (SS-2): for item no. 5 and 6
Mr. K Satish Reddy (aged 50 years) graduated in Chemical Engineering from Osmania University, India, in 1988 and went on to receive an M.S. in Medical
Chemistry from Purdue University, USA, in 1990. He joined Dr. Reddy s in 1993 as executive director responsible for manufacturing and new product development. In 1997, he was appointed managing director. In the mid-90s, as the company
prepared for its global foray, Satish anchored the establishment of key systems and initiatives that positioned Dr. Reddy s for rapid expansion and helped to build its brand and corporate identity.
Mr. Reddy played an instrumental role in the company s transition from a bulk drugs manufacturer to a global player in the branded space by
spearheading company s entry into emerging markets internationally. He is focused on translating Dr. Reddy s strategy into action to drive its growth and performance globally.
Mr. K Satish Reddy was re-appointed as whole-time director designated as managing director and chief operating officer for a further period of 5 years
commencing 1 October 2012. Following the demise of Dr. K Anji Reddy, he was re-designated as vice-chairman and managing director effective 30 March 2013 and has been subsequently re-designated as the chairman of the company effective
As part of the initiative to create enduring guidance for the company, the board of directors of the company, at their meeting held on
12 May 2017, had approved the re-appointment of Mr. K Satish Reddy as whole-time director designated as chairman of the company for a further period of five years commencing 1 October 2017 to 30 September 2022 on the terms and
conditions and remuneration as set out in the resolution.
He is also a director on the boards of: Green Park Hotels and Resorts Ltd., Stamlo Industries
Ltd., Dr. Reddy s Holdings Ltd., Araku Originals Ltd., Cipro Estates Private Ltd., KAR Therapeutics &
Estates Private Ltd., Quin Estates Private Ltd., Satish Reddy Estates Private Ltd., Molecular Connections
Private Ltd., Dr. Reddy s Trust Services Private Ltd., Dr. Reddy s Research Foundation, Dr. Reddy s Institute of Life Sciences and our wholly owned subsidiaries, Aurigene Discovery Technologies Ltd.,
Dr. Reddy s Bio-Sciences Ltd. and Idea2Enterprises (India) Private Ltd.
He has attended all meetings of the board held during FY2017. He is a
member of corporate social responsibility committee and stakeholders relationship committee and chairman of banking and authorisations committee of Dr. Reddy s Laboratories Limited.
This disclosure may also be read and treated as compliance with the requirements of section 190 of the Companies Act, 2013.
Mr. K Satish Reddy holds 1,310,332 equity shares in the company.
Except Mr. G V Prasad, Mr. K Satish Reddy and their relatives, none of the other directors and key managerial personnel of the company and their relatives are
concerned or interested, financially or otherwise, in the resolution set out at item no. 5 of the notice.
The board recommends the resolution set forth in
item no. 5 of the notice for approval of the members.
The board, on the recommendation of the audit committee, has approved the re-appointment of M/s. Sagar & Associates, cost accountants, as cost
auditors at a remuneration of Rs. 700,000/- (Rupees seven lakhs) per annum plus out of pocket expenses, at actuals and applicable taxes, to conduct the audit of the cost records of the company for the financial year ending 31 March 2018.
In accordance with the provisions of the section 148 of the Companies Act 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration
payable to the cost auditors has to be ratified by the members of the company.
Accordingly, consent of the members is sought for passing an ordinary