Full Press Release Details
Subject: Notice published in newspapers
with regard to 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')
In accordance with SEBI (Listing
Obligations & Disclosure Requirements), Regulations, 2015, please find enclosed herewith the copies of the advertisement
of 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 Tribunal, published in newspapers viz. Business Standard in the English language and Andhra
Prabha in the Telugu language on December 2, 2019.
The copy of the said Notice is also available
on the 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 |
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
DR. REDDY'S LABORATORIES LIMITED
(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
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
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
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