Full Press Release Details
| March 1, 2016 | ||||
| Corporate Relationship Department | National Stock Exchange of India Ltd. | |||
| BSE Limited | Exchange Plaza | |||
| Dalal Street, Fort | Bandra-Kurla Complex, Bandra (East), | |||
| Mumbai 400 001 | Mumbai 400 051 | |||
| Fax Nos.: 022-22723121 / 22723719 / | Fax Nos.: 022-26598120/ 26598237/ | |||
| 22722037 / 22722039 | 26598238 | |||
| Scrip Code: 500124 | Scrip Code: DRREDDY-EQ |
Sub: Postal Ballot Notice
furtherance of our intimation dated February 17, 2016 and in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith a copy of the Postal Ballot Notice and Form.
This Postal Ballot Notice seeks approval of Members through special resolution for Buyback by the Company of its fully paid up equity shares of Rs.5/- each
for an amount not exceeding Rs. 15,69,41,71,500/- (Rupees one thousand five hundred sixty nine crores forty one lacs seventy one thousand five hundred only) for a price not exceeding Rs. 3,500/- (Rupees three thousand five hundred only) per equity
share, from all the shareholders of the Company under the open market route.
The Postal Ballot Notice is being sent to Members whose names appear on the
Register of Members/List of Beneficial owners, received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, February 19, 2016.
The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its Members. The voting through postal ballot and through
e-voting shall commence from Thursday, March 3, 2016 (9.00 AM IST) and shall end on Friday, April 1, 2016 (6.00 PM IST).
| /s/ Sandeep Poddar | ||
| Sandeep Poddar | ||
| Company Secretary |
CC: New York Stock Exchange Inc. (Stock Code: RDY)
Postal Ballot Notice
[Pursuant to Section 110 of the Companies Act, 2013, read with the Companies
(Management and Administration) Rules, 2014]
Notice is hereby given pursuant to
Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013 and the rules, circulars and notifications thereunder (including
any statutory modifications or re-enactment thereof), and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, for the approval of the Members of Dr. Reddy s Laboratories Limited through postal ballot
including electronic voting (e-voting) for the resolution set out hereinafter.
At a meeting held on 17 February 2016, the Board of Directors
( Board and such meeting the Board Meeting ) of Dr. Reddy s Laboratories Limited (the Company ), in accordance with the provisions of Article 61 of the Articles of Association of the
Company and pursuant to the provisions of Sections 68, 69, 70 and other applicable provisions, if any, of the Companies Act, 2013 (the Act ) and the Rules made thereunder and the provisions contained in the Securities and Exchange
Board of India (Buy Back of Securities) Regulations, 1998 (including any statutory modification(s) or re-enactment for the time being in force) ( Buyback Regulations ), approved the buy back by the Company of its fully paid up
equity shares of Rs. 5 each for an amount not exceeding Rs.15,69,41,71,500/- (Rupees one thousand five hundred sixty nine crores forty one lacs seventy one thousand five hundred only) (excluding transaction costs viz. brokerage, applicable taxes
such as securities transaction tax, service tax, stamp duty) and being 14.9% of the paid up share capital and free reserves as on 31 March 2015 (being the date of the last audited accounts of the Company), for a price not exceeding Rs.3,500/-
(Rupees three thousand five hundred only) per equity share, from all shareholders of the Company (including persons who become shareholders, by cancelling the American Depository Shares held by them and receiving the underlying equity shares but
excluding the promoters and promoter group of the Company) in accordance with the Buyback Regulations (the Buyback ).
the Board for the Buyback, is subject to the approval of the Members of the Company by way of postal ballot and subject to such other approvals, permissions and sanctions as may be necessary, and subject to such conditions and modifications, if any,
as may be prescribed or imposed by such regulatory authorities while granting such approvals, permissions and sanctions.
In furtherance thereof, notice
is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Act read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for
the time being in force) and the Buyback Regulations, that the resolution appended below for enabling the Company to undertake Buyback of its equity shares is proposed to be passed by the Members through postal ballot, including electronic voting
(e-voting), as applicable.
The proposed resolution for approving the Buyback along with the statement, setting out the material facts relating to the
Buyback and the reasons thereof is set out hereafter, for your consideration. A postal ballot form is also enclosed.
The Board has appointed Mr. G Raghu
Babu, Company Secretary in Practice, Partner, M/s. R & A Associates, Company Secretaries, Hyderabad (Membership No. F4448 & Certificate of Practice No. 2820), as the Scrutinizer for conducting the postal ballot and e-voting process in a
fair and transparent manner.
Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the
postal ballot form and return the same duly completed in the enclosed self-addressed Business Reply Envelope. Postage will be borne by the Company. Postal ballot form, if sent by courier or by registered post/speed post at the expense of the Member
will also be accepted. The postal ballot form may also be deposited personally at the address given on the self-addressed Business Reply Envelope. The duly completed postal ballot form should reach the Scrutinizer not later than the close of working
hours on Friday, 1 April 2016 (6:00 PM IST) to be eligible for being considered, failing which it will be strictly considered that no reply has been received from the Member.
Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read the instructions in the Notes under the section
Voting through electronic means . The Company has engaged the services of National Securities Depository Limited ( NSDL ) for the purpose of providing e-voting facility to all its Members. References to postal ballot in
this postal ballot notice include votes received electronically.
The Scrutinizer will submit his report to the Chairman of the Company after the
completion of the scrutiny of the postal ballots and e-voting. The result of the postal ballot shall be announced on Saturday, 2 April 2016 (5:00 PM IST) at the Registered Office of the Company. The result would be displayed at the Registered
Office of the Company, intimated to NSDL and Stock Exchanges where the Company s securities are listed and displayed along with the Scrutinizer s report on the Company s website www.drreddys.com.
RESOLUTION PUT THROUGH POSTAL BALLOT
Item no. 1 - To consider and approve Buyback of its equity shares by Dr. Reddy s Laboratories Limited
To consider and, if thought fit, to give assent/dissent to the following resolution, as a Special Resolution :
RESOLVED THAT in accordance with Article 61 of the Articles of Association of the Company and pursuant to the provisions of Section 68, 69,
70 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder and the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (hereinafter referred to as
the Buyback Regulations ) and including any amendments, statutory modification(s) or re-enactments thereof, for the time being in force and, subject to such other approvals, permissions and sanctions as may be necessary, and
subject to such conditions and modifications, if any, as may be prescribed or imposed by such regulatory authorities, while granting such approvals, permissions and sanctions, the consent of the Members of the Company be and is hereby accorded to
the buyback by the Company of its fully paid up equity shares of Rs. 5 ( Equity Shares ) each for an aggregate amount not exceeding Rs.15,69,41,71,500/- (Rupees one thousand five hundred sixty nine crores forty one lacs seventy one
thousand five hundred only) (excluding transaction costs viz. brokerage, applicable taxes such as securities transaction tax, service tax, stamp duty) ( Maximum Buyback Size ) and being 14.9% of the paid up share capital and free
reserves as on 31 March 2015, (being the date of the last audited accounts of the Company) for a price not exceeding Rs. 3,500/- (Rupees three thousand five hundred only) per equity share ( Maximum Buyback Price ), from all
Members of the Company (including persons who become shareholders, by cancelling American Depository Shares held by them and receiving the underlying equity shares but excluding the promoters and promoter group of the Company) under the Companies
Act, 2013 and the Buyback Regulations (the Buyback ), from the open market through BSE Limited and National Stock Exchange of India Limited.
RESOLVED FURTHER THAT for the purposes of giving effect to the above resolution, the Board (including a committee thereof, if any constituted by the
Board or persons nominated by the Board to exercise its powers in relation to the Buyback), in its absolute discretion, be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary,
expedient, usual or proper to be in the best interest of the Members including, to accept and make, in the interest of the Company, any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect of the
Buyback, in accordance with the statutory requirements as may be applicable from time to time, including the decision to close the Buyback and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board
may deem necessary, expedient, proper or desirable including settling all questions, difficulties or doubts that may arise in relation to the proposed Buyback at any stage, including in relation to the applicability of any law, and to do or cause to
be done all such acts, deeds, matters and things including executing and signing all such documents and papers, filing such forms (including e-forms), executing and filing applications to applicable authorities including to obtain their approval,
appointing advisors, intermediaries, opening necessary accounts (including escrow account), commencing the Buyback and deciding on the number of equity shares and price at which orders would be placed with the broker and timing thereof, deciding on
the form and amount of escrow, extinguishing dematerialised shares and destroying physical share certificates, preparing, finalising and executing the public announcement and providing all such information and confirmations, as may be necessary for
the implementation of the Buyback, without requiring to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this
| By Order of the Board | ||
| sd/- | ||
| Place: Hyderabad | Sandeep Poddar | |
| Date: 17 February 2016 | Company Secretary |
Voting through electronic means (e-voting)
In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 110 and other applicable
provisions of the Companies Act, 2013, read with the related Rules, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical postal ballot form by
post. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its Members.
The instructions for e-voting are
If you are already registered with NSDL for e-voting, you will not receive this PDF file, you can use your existing user-ID and password for
Login. If you forgot your password, you can reset your password by using Forgot User Details/Password option available on www.evoting.nsdl.com. The existing user-ID is your Demat account number which is (DP-ID + CLIENT-ID).
Example: In case the DP ID is IN600570 and Client ID is 20004951 then User-ID will be IN60057020004951.
STATEMENT PURSUANT TO SECTION 102 (1) AND 110 OF THE COMPANIES ACT, 2013 AND REGULATION 5 (1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY
BACK OF SECURITIES) REGULATIONS, 1998, AS AMENDED, FORMING PART OF THE NOTICE.
As required under (i) the provisions of Section 68 and 110 of the Companies Act, 2013 ( Act ) and other applicable provisions and Rules
under the Act, as may be prescribed or notified from time to time; and (ii) Regulation 5(1) of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (the Buyback Regulations ), this Statement
contains true, factual, relevant and material information, as detailed herein, to enable the Members to consider for approval, the proposed Special Resolution on Buyback of Company s equity shares:
| S. No. | Promoter/Promoter Companies/Persons who are in control | No. of Shares | % | |||||||
| 1. | Dr. Reddy s Holdings Limited | 3,99,61,234 | 23.42 | |||||||
| 2. | Mr. Satish Reddy | 12,05,832 | 0.71 | |||||||
| 3. | Ms. K Samrajyam | 11,15,360 | 0.65 | |||||||
| 4. | Mr. G V Prasad | 13,65,840 | 0.80 | |||||||
| 5. | Ms. G Anuradha | 1,496 | 0.00 | |||||||
| 6. | Ms. K Deepti Reddy | 0 | ||||||||
| 7. | APS Trust | 0 | ||||||||
| 8. | VSD Holdings & Advisory LLP | 0 | ||||||||
| 9. | K Satish Reddy (HUF) | 0 | ||||||||
| 10. | Ms. G Vani Sanjana Reddy | 0 | ||||||||
| 11. | Ms. G Mallika Reddy | 0 | ||||||||
| 12. | G V Prasad (HUF) | 0 | ||||||||
| Total | 4,36,49,762 | 25.58 |
Mr. Satish Reddy, Mr. G V Prasad, Ms. G Anuradha and Ms. K Deepti Reddy are Directors of Dr. Reddy s Holdings
Limited (Promoter Company).
Further out of above category of Members only Dr. Reddy s Holdings Limited has dealt in equity shares
of the Company by purchasing them during the six months prior to the date of Board meeting at which the Buyback was approved till the date of this Notice as per details mentioned herein below:
| Particulars | Shares Purchased | Rate of Purchase | No. of Shares after purchase | |||||||||
| Holding as on 16 August 2015 | 3,97,86,934 | |||||||||||
| 21 August 2015 | 12,000 | 4,238.63 | 3,97,98,934 | |||||||||
| 25 August 2015 | 11,250 | 3,964.73 | 3,98,10,184 | |||||||||
| 08 September 2015 | 300 | 3,890.48 | 3,98,10,484 | |||||||||
| 08 September 2015 | 12,200 | 3,892.32 | 3,98,22,684 | |||||||||
| 22 September 2015 | 6,500 | 3,937.54 | 3,98,29,184 | |||||||||
| 10 November 2015 | 30,000 | 3,384.79 | 3,98,59,184 | |||||||||
| 13 November 2015 | 15,000 | 3,353.92 | 3,98,74,184 | |||||||||
| 17 November 2015 | 21,450 | 3,439.83 | 3,98,95,634 | |||||||||
| 27 November 2015 | 16,000 | 3,099.00 | 3,99,11,634 | |||||||||
| 04 December 2015 | 9,000 | 3,196.76 | 3,99,20,634 | |||||||||
| 08 December 2015 | 16,000 | 3,099.79 | 3,99,36,634 | |||||||||
| 12 January 2016 | 24,600 | 2,907.56 | 3,99,61,234 | |||||||||
| Total Purchase | 174,300 |
The Board of Directors
Dr. Reddy s Laboratories Limited
Re: Statutory Auditor s Report in respect of proposed buyback of equity shares by Dr. Reddy s Laboratories Limited ( the Company )
in terms of the clause (xi) of Part A of Schedule II of the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (as amended).
Chartered Accountants
ICAI Firm Registration No.: 101248W/W-100022
Membership No.: 205385
Date : 17 February 2016
Dr. Reddy s Laboratories Limited
Computation of amount of permissible capital payment towards buy back of equity shares in accordance with Section 68 (2)(c) of the
Companies Act, 2013 (the Act ) and proviso to Regulation 4(1) of the Buy Back Regulations based on the last audited financial statements :