Full Press Release Details
| The General Manager, Corporate Relations Department, BSE Limited, P. J. Towers, Dalal Street, Mumbai - 400 001 | The Manager, The Listing Department, National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra East, Mumbai - 400 051 |
| Scrip Code: 500124 | Symbol: DRREDDY-EQ |
Subject: Notice of the Meeting of the Equity Shareholders of Dr. Reddy's Laboratories Limited to be convened pursuant to the directions of the Hon'ble National Company Law Tribunal, Hyderabad Bench at Hyderabad ( Tribunal')
Further to our intimation dated November 25, 2019 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and first proviso to Section 230(3) of the Companies Act, 2013, we hereby enclose a copy of the Notice convening the Meeting of the Equity Shareholders along with the Explanatory Statement.
In accordance with the Order of the Hon'ble Tribunal dated November 22, 2019, passed in the Company Scheme Application No. CA (CAA) No. 231/230/HDB/2019, a Meeting of the Equity Shareholders of the Company is being convened on Thursday, January 2, 2020 at 11.00 A.M.(IST) at The Ballroom, Hotel Park Hyatt, Road No. 2, Banjara Hills, Hyderabad - 500034, Telangana, India, for the purpose of considering and if thought fit, to approve, with or without modification(s) the Scheme of Amalgamation and Arrangement between Dr. Reddy's Holdings Limited ( Amalgamating Company') and Dr. Reddy's Laboratories Limited ( Amalgamated Company') and their respective shareholders pursuant to provisions of Sections 230-232 read with section 66 and other relevant provisions of the Companies Act, 2013 and rules framed thereunder.
The Company has provided remote e-voting facility and postal ballot to its Equity Shareholders in connection with the resolution proposed in the said Tribunal convened Meeting of the Equity Shareholders. The voting period for remote e-voting and postal ballot commences on Tuesday, December 3, 2019 at 9.00 A.M.(IST) and ends on Wednesday, January 1, 2020 at 5.00 P.M.(IST). The Company has also provided the facility of voting through ballot/polling paper at the venue of the meeting.
The said Notice along with the Explanatory Statement and Annexures is also available on website of the Company at https://www.drreddys.com/investors/investor-services/amalgamation/.
This is for your information and records.
For Dr. Reddy's Laboratories Limited
| /s/ Sandeep Poddar | |
| Sandeep Poddar | |
| Company Secretary |
CC:- New York Stock Exchange Inc. (Stock Code: RDY)
Enclosure: Notice convening the Meeting of the Equity Shareholders along with the Explanatory Statement.
DR. REDDY'S LABORATORIES LIMITED
CIN: L85195TG1984PLC004507
Registered Office: 8-2-337, Road No. 3, Banjara Hills, Hyderabad - 500034,
Tel : +91 40 4900 2900 E-mail: shares@drreddys.com Website: www.drreddys.com
MEETING OF THE EQUITY SHAREHOLDERS/MEMBERS OF
DR. REDDY'S LABORATORIES LIMITED ("Company")
(convened pursuant to an Order dated 22nd day of November, 2019 passed by
the Hon'ble National Company Law Tribunal, Hyderabad Bench at Hyderabad)
| Day | Thursday |
| Date | January 2, 2020 |
| Time | 11.00 a.m. |
| Venue | The Ballroom, Hotel Park Hyatt, Road No. 2, Banjara Hills, Hyderabad - 500034, Telangana, India |
POSTAL BALLOT AND E-VOTING:
| Commencement of voting | Tuesday, December 3, 2019 at 9.00 a.m. |
| End of voting | Wednesday, January 1, 2020 at 5.00 p.m. |
| Sr. No. | Contents | Page Nos. | ||
| 1 | Notice of meeting of the Equity Shareholders of Dr. Reddy's Laboratories Limited to be convened by the Order of the Hon'ble National Company Law Tribunal, Hyderabad Bench at Hyderabad dated 22nd day of November, 2019 under the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. | 4-10 | ||
| 2 | Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. | 11-28 | ||
| 3 | Annexure 1 Scheme of Amalgamation and Arrangement between Dr. Reddy's Holdings Limited ( "Amalgamating Company" ) and Dr. Reddy's Laboratories Limited ( "Amalgamated Company" ) and their respective shareholders pursuant to provisions of Sections 230-232 read with section 66 and other relevant provisions of the Companies Act, 2013 and rules framed thereunder. | 29-48 | ||
| 4 | Annexure 2 Share Exchange Report dated July 29, 2019 issued by N. S. Kumar & Co., Chartered Accountants. | 49-54 | ||
| 5 | Annexure 3 Fairness Opinion dated July 29, 2019 issued by Keynote Financial Services Limited on the Share Exchange Ratio. | 55-58 | ||
| 6 | Annexure 4 Complaints Report dated September 5, 2019 submitted by Dr. Reddy's Laboratories Limited to BSE Limited ("BSE"). | 59-60 | ||
| 7 | Annexure 5 Complaints Report dated September 21, 2019 submitted by Dr. Reddy's Laboratories Limited to National Stock Exchange of India Limited ("NSE"). | 61-62 | ||
| 8 | Annexure 6 Observation letter dated October 11, 2019 received from BSE Limited. | 63-64 | ||
| 9 | Annexure 7 Observation letter dated October 11, 2019 received from National Stock Exchange of India Limited. | 65-66 | ||
| 10 | Annexure 8 Report adopted by the Board of Directors of Dr. Reddy's Holdings Limited in its meeting held on July 29, 2019 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013. | 67-68 | ||
| 11 | Annexure 9 Report adopted by the Board of Directors of Dr. Reddy's Laboratories Limited in its meeting held on July 29, 2019 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013. | 69-71 | ||
| 12 | Annexure 10 Abridged prospectus providing information pertaining to the unlisted entity i.e. Dr. Reddy's Holdings Limited, Amalgamating Company involved in the scheme as per the format specified in Part E of Schedule VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the ICDR Regulations' ). | 72-79 | ||
| 13 | Annexure 11 Audited Financial Statements of Dr. Reddy's Holdings Limited as on March 31, 2019. | 80-109 | ||
| 14 | Annexure 12 Audited Standalone Financial Statements of Dr. Reddy's Laboratories Limited as on March 31, 2019. | 110-201 | ||
| 15 | Annexure 13 Unaudited Financial Statements of Dr. Reddy's Holdings Limited for the period ended September 30, 2019. | 202-223 | ||
| 16 | Annexure 14 Unaudited Standalone Financial Results of Dr. Reddy's Laboratories Limited for the quarter and half year ended September 30, 2019. | 224-228 | ||
| 17 | Proxy Form | 229 | ||
| 18 | Attendance Slip | 231 | ||
| 19 | Route map for the venue of the meeting | 233 | ||
| 20 | Postal Ballot Form with instructions and Business Reply Envelope (in loose leaf form). | - |
BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL
HYDERABAD BENCH AT HYDERABAD
COMPANY SCHEME APPLICATION NO. CA (CAA) No. 231/230/HDB/2019
IN THE MATTER OF THE COMPANIES ACT, 2013;
IN THE MATTER OF THE SECTIONS 230-232 READ WITH SECTION 66 AND ALL OTHER APPLICABLE
PROVISIONS OF THE COMPANIES ACT, 2013
IN THE MATTER OF SCHEME OF AMALGAMATION AND ARRANGEMENT
M/S. DR. REDDY'S HOLDINGS LIMITED
(THE AMALGAMATING COMPANY')
M/S. DR. REDDY'S LABORATORIES LIMITED
(THE AMALGAMATED COMPANY')
THEIR RESPECTIVE SHAREHOLDERS
Dr. Reddy's Laboratories Limited
CIN: L85195TG1984PLC004507
Company incorporated under the Companies
Act, 1956, having its registered office at
8-2-337, Road No. 3, Banjara Hills, Hyderabad - 500034
..... Applicant/Amalgamated Company
NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS/MEMBERS
OF DR. REDDY'S LABORATORIES LIMITED
All the Equity Shareholders/ Members of
Dr. Reddy's Laboratories Limited
(The Applicant/Amalgamated Company'/ Company')
Notice is hereby given that by an Order dated 22nd day of November, 2019 (the Order'), the Hon'ble National Company Law Tribunal, Hyderabad Bench at Hyderabad ( NCLT' or Tribunal') has directed a meeting to be held of the Equity Shareholders of the Applicant/Amalgamated Company for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation and Arrangement between Dr. Reddy's Holdings Limited ( DRHL' or the Amalgamating Company') and Dr. Reddy's Laboratories Limited ( DRL' or the Amalgamated Company') and their respective shareholders ( Scheme').
In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of the Equity Shareholders of the Applicant/Amalgamated Company will be held at The Ballroom, Hotel Park Hyatt, Road No. 2, Banjara Hills, Hyderabad - 500034, Telangana, India, on Thursday, January 2, 2020 at 11.00 a.m. at which time and place you are requested to attend, consider and, if thought fit, to approve with or without modification(s), the following Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 230-232 read with Section 66 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable rules and regulations made thereunder, applicable provisions of the Securities and Exchange Board of India ( SEBI') Act, 1992 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations'), applicable provisions of the Foreign Exchange Management Act, 1999 read with relevant rules and regulations thereon, and other applicable provisions, if any, enabling provisions of the Memorandum and Articles of Association of the Company, subject to requisite approval of jurisdictional National Company Law Tribunal ( NCLT'/ Tribunal'), and other regulatory or government bodies/tribunals or institutions as may be applicable, and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors ( Board') of the Company, and subject to the approval of the Unsecured Creditors, the arrangement embodied in the Scheme of Amalgamation and Arrangement between Dr. Reddy's Holdings Limited (the Amalgamating Company') and Dr. Reddy's Laboratories Limited (the Amalgamated Company') and their respective shareholders ( Scheme') placed before this meeting and initialled by the Chairperson of the meeting for the purpose of identification, be and is hereby approved by the Equity Shareholders of the Company.
RESOLVED FURTHER THAT the Board or any other person authorized by the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT and/or other authorities while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper."
TAKE FURTHER NOTICE THAT you may attend and vote at the said meeting in person or by proxy provided that the prescribed form of proxy, duly signed by you, is deposited at the registered office of the Applicant/Amalgamated Company at 8-2-337, Road No. 3, Banjara Hills, Hyderabad - 500034, Telangana, India, not later than 48 (forty eight) hours before the time fixed for the aforesaid meeting. The form of proxy, if required, can be obtained free of charge from the registered office of the Applicant/Amalgamated Company or can be downloaded from the website of the Applicant/Amalgamated Company.
TAKE FURTHER NOTICE THAT that in compliance with the provisions of: (i) Section 230 read with Sections 108 and 110 of the Companies Act, 2013; (ii) Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Rule 22 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) Regulation 44 and other applicable provisions of the SEBI Listing Regulations and (v) Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 including its amendments issued by the SEBI (referred to as SEBI Circular'), the Applicant/Amalgamated Company has provided the facility of voting by postal ballot and remote e-voting so as to enable the Equity Shareholders, to consider and approve the Scheme through the aforesaid resolution. Accordingly, voting by Equity Shareholders of the Applicant/Amalgamated Company to the Scheme shall be carried out through (i) postal ballot or remote e-voting system or (ii) ballot/polling paper as arranged by the Applicant/ Amalgamated Company at the venue of the meeting to be held on January 2, 2020. The Equity Shareholders may refer to the notes of this Notice for further details on postal ballot and remote e-voting.
Copies of the Scheme and of the Explanatory Statement, under Sections 230(3), 232(1), 232(2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, along with the enclosures as indicated in the Index, can be obtained free of charge at the registered office of the Applicant/Amalgamated Company at 8-2-337, Road No. 3, Banjara Hills, Hyderabad - 500034, Telangana, India.
The Hon'ble Tribunal has appointed Mr. Amir Ali M. Bavani, Advocate, to be the Chairperson of the said meeting including for any adjournment or adjournments thereof.
The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval by the Hon'ble National Company Law Tribunal, Hyderabad Bench at Hyderabad.
| Sd/- | |
| Amir Ali M. Bavani | |
| Chairperson appointed for the meeting |
Dated this 26th day of November, 2019
Voting by electronic means (remote e-voting):
In compliance with Regulation 44 of the SEBI Listing Regulations, Sections 108, 110 and other applicable provisions of the Companies Act, 2013 read with the related rules, the Company is pleased to provide remote e-voting facility to 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 remote e-voting facility to its members.
Procedure to vote electronically using NSDL remote e-voting system
The way to vote electronically on NSDL remote e-voting system consists of "Two Steps" which are mentioned below:
Step 1 : Log-in to NSDL e-voting system at https://www.evoting.nsdl.com
Step 2: Cast your vote electronically on NSDL e-voting system.
Step 1: How to Log-in to NSDL e-voting website?
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical | Your User ID is | ||
| a) | For Members who hold shares in demat account with NSDL. | 8 character DP ID followed by 8 Digit Client ID. For example: if your DP ID is IN300*** and Client ID is 12****** then your User ID is IN300***12****** | |
| b) | For Members who hold shares in demat account with CDSL. | 16 digit Beneficiary ID For example: if your Beneficiary ID is 12************** then your User ID is 12************** | |
| c) | For Members holding shares in Physical Form. | EVEN Number followed by Folio Number registered with the Company. For example: if Folio Number is A01*** and EVEN is 123456 then User ID is 123456A01*** |
Step 2: How to cast your vote electronically on NSDL e-voting system?
General Guidelines for members
BEFORE THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL
HYDERABAD BENCH AT HYDERABAD
COMPANY SCHEME APPLICATION NO. CA (CAA) No. 231/230/HDB/2019
IN THE MATTER OF THE COMPANIES ACT, 2013;
IN THE MATTER OF THE SECTIONS 230-232 READ WITH SECTION 66 AND ALL OTHER APPLICABLE
PROVISIONS OF THE COMPANIES ACT, 2013
IN THE MATTER OF SCHEME OF AMALGAMATION AND ARRANGEMENT
M/S. DR. REDDY'S HOLDINGS LIMITED
(THE AMALGAMATING COMPANY')
M/S. DR. REDDY'S LABORATORIES LIMITED
(THE AMALGAMATED COMPANY')
THEIR RESPECTIVE SHAREHOLDERS
Dr. Reddy's Laboratories Limited
CIN: L85195TG1984PLC004507
Company incorporated under the Companies
Act, 1956, having its registered office at
8-2-337, Road No. 3, Banjara Hills, Hyderabad - 500034
..... Applicant/Amalgamated Company
EXPLANATORY STATEMENT UNDER SECTION 230(3), 232(1) AND 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016
PARTICULARS OF DR. REDDY'S HOLDINGS LIMITED ("DRHL"/"AMALGAMATING COMPANY")
| Particulars | Amount (INR) | |||
| Authorized Capital | ||||
| 25,00,000 Equity Shares of INR 100 each | 25,00,00,000 | |||
| Total | 25,00,00,000 | |||
| Issued, Subscribed and Paid-up | ||||
| 8,04,080 Equity Shares of INR 100 each | 8,04,08,000 | |||
| Total | 8,04,08,000 |
Subsequent to March 31, 2019, there has been no change in the authorized, issued, subscribed and paid-up share capital of Amalgamating Company.
PARTICULARS OF DR. REDDY'S LABORATORIES LIMITED ("DRL"/"AMALGAMATED COMPANY")
There has been no change in the Objects clause of DRL in the last 5 years.
| Particulars | Amount (INR) | |||
| Authorized Capital | ||||
| 24,00,00,000 equity shares of INR 5 each | 120,00,00,000 | |||
| Total | 120,00,00,000 | |||
| Issued Capital | ||||
| 16,60,66,148 equity shares of INR 5 each | 83,03,30,740 | |||
| Total | 83,03,30,740 | |||
| Subscribed and Paid-up Capital | ||||
| 16,60,65,948 equity shares of INR 5 each | 83,03,29,740 | |||
| Total | 83,03,29,740 |
As on March 31, 2019, the issued and paid-up share capital includes 2,34,37,729 equity shares represented by 2,34,37,729 American Depository Receipts. The American Depository Receipts are listed on the NYSE.
As on March 31, 2019, the Applicant/Amalgamated Company has 5,31,356 outstanding employee stock options, the exercise of which may result in an increase in the issued and paid-up share capital of the Applicant/ Amalgamated Company.
It is proposed to amalgamate DRHL with DRL by this Scheme, as a result of which the shareholders of DRHL viz. Promoters (as defined in the Scheme) shall directly hold shares in DRL.
The Amalgamation will lead to simplification of the shareholding structure and reduction of shareholding tiers and demonstrate direct commitment to and engagement with DRL of/by the Promoters. Further, the Amalgamation shall have no adverse implications for DRHL, DRL, or public shareholders of DRL.
The Promoter Group (as defined in the Scheme) cumulatively will continue to hold the same number of shares in DRL, pre and post the amalgamation.
All costs, charges and expenses relating to the Scheme will be borne out of the Surplus Assets (as defined in the Scheme) of DRHL. Further, any expense, if exceeding the Surplus Assets of DRHL would be borne directly by the Promoters.
The Scheme also provides that the Promoters/Indemnifying Parties (as defined in the Scheme) will jointly and severally indemnify, defend and hold harmless the Amalgamated Company, its directors, employees, officers, representatives, or any other person authorized by the Amalgamated Company (excluding the Promoters) for any liability, claim, or demand, which may devolve upon the Amalgamated Company on account of this amalgamation.
"The authorized share capital of the Company is INR 145,00,00,000 (Rupees One Hundred and Forty- Five Crores only) divided into 29,00,00,000 (Twenty-Nine Crores) equity shares of INR 5/- (Rupees Five only) each"