Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING
is hereby given that the 34th annual general meeting (AGM) of the members of Dr. Reddy's Laboratories Limited (CIN: L85195TG1984PLC004507)
will be held on Friday, 27 July 2018 at 9.30 am at The Ballroom, Hotel Park Hyatt, Road No. 2, Banjara Hills, Hyderabad - 500
034, to transact the following business:
consider and, if thought fit, to pass, with or without modification(s), the following resolution as a special resolution:
THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies
Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof, for the time being in force), Mr. Anupam Puri (DIN: 00209113) who was appointed as an independent director
of the Company for a period of four years up to the conclusion of 34th annual general meeting (AGM), by the shareholders at the
30th AGM, in terms of Section 149 of the Companies Act, 2013 be and is hereby reappointed as an independent director of the Company
for a second term for a period of one year only, to hold office up to 26 July 2019, not liable to retire by rotation."
consider and, if thought fit, to pass, with or without modification(s), the following resolution as an ordinary resolution:
THAT pursuant to the provisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies
Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof, for the time being in force), Mr. Prasad R Menon (DIN: 00005078) who was appointed as
an additional director
of the Company, categorised as independent, by the board of directors with effect from 30 October 2017, in terms of Section 161
of the Companies Act, 2013 and in respect of whom the Company has received notice in writing under Section 160 of the Companies
Act, 2013, from a member proposing him as a director, be and is hereby appointed as an independent director of the Company with
effect from 30 October 2017 to hold office up to 29 October 2022, not liable to retire by rotation."
consider and, if thought fit, to pass, with or without modification(s),the following resolution as a special resolution:
THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and the
rules made thereunder (hereinafter referred to as CA 2013') and in accordance with the Memorandum and Articles of
Association of the Company, provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as SEBI LODR Regulations'), provisions of the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014 (hereinafter referred to as SEBI SBEB Regulations')
and all other applicable laws, rules and regulations, if any, and subject to such other approvals, permissions and sanctions as
may be necessary and such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions
and sanctions, consent of the members of the Company be and is hereby accorded to the formulation and implementation of Dr.
Reddy's Employees Stock Option Scheme, 2018' (hereinafter referred to as 2018 ESOS' or the Scheme')
and authorising the board of directors of the Company (hereinafter referred to as the Board' which term shall be
deemed to include any committee, including the Nomination, Governance and Compensation Committee, which the Board has constituted/designated
to exercise certain powers, including the powers, conferred by this resolution) to create, grant, offer, issue and/or allot from
time to time, in one or more tranches, stock options not exceeding 50,00,000 (Fifty Lakhs) in number in aggregate, to or for the
benefit of present and future employees/class of employees in the permanent employment of the Company, whether working in India
or out of India, including directors of the Company, whether whole-time directors or not (but excluding an employee who is a Promoter
(as defined in the SEBI SBEB Regulations), Promoter Group (as defined in the SEBI SBEB Regulations), independent directors (as
defined in the SEBI SBEB Regulations), and a director who either by himself or through his relative or through any body- corporate,
directly or indirectly, holds more than 10% (ten per cent) of the outstanding equity shares of the Company) and to such other
persons as may be approved in terms of the applicable laws and by the Board, from time to time, with each such option(s) exercisable
into equity share(s) or American Depository Receipt(s) ( ADR(s)') of the Company
NOTICE OF ANNUAL GENERAL MEETING
as determined by the
Board, which would in aggregate be exercisable into not more than 50,00,000 (Fifty Lakhs) equity shares of par value of Rs.
5/- each (including those underlying the ADRs), representing ~3.014% of the paid-up equity capital of the Company, in one or
more tranches, at an exercise price, which shall not be less than the fair market value thereof as determined by the Board
in accordance with applicable laws at the time of grant, and on such terms and conditions, as contained in the Scheme
and/or summarized in the Statement annexed hereto and to provide for grant (subject to limits as specified) and subsequent
vesting and exercise of options by eligible employees in the manner and method contained in the Statement annexed hereto
and/or as the Board may decide in accordance with the provisions of the applicable laws and/or the provisions of the
FURTHER THAT the equity shares/ADRs to be issued and allotted in terms of the Scheme as mentioned herein before shall rank pari
passu with the then existing equity shares/ADRs of the Company for all purposes.
FURTHER THAT in case of any corporate action(s) such as right issues, bonus issues, change in capital structure, merger, split,
consolidation of shares, sale of division/undertaking and others, the Board be and is hereby authorised to do all acts, deeds,
matters and things as it may deem fit in its absolute discretion and permitted under applicable laws for the purpose of making
a fair and reasonable adjustment to the entitlements under the Scheme, including but not limited to, by way of issue of any additional
equity shares by the Company to the optionees, in which case the aforesaid ceiling of the stock options/ equity shares shall be
deemed to have increased to the extent of such additional equity shares issued.
FURTHER THAT the Board be and is hereby authorised to take requisite steps for registration of applicable shares/ADRs with the
United States Securities Exchange Commission and listing of the equity shares/ ADRs allotted under the Scheme, from time to time
on the Stock Exchanges where the equity shares/ADRs of the Company are listed.
FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI SBEB Regulations
and any other applicable laws and regulations to the extent relevant and applicable to the Scheme.
FURTHER THAT the Board be and is hereby authorized to formulate, decide upon and bring into effect the Scheme as per the terms
approved in this resolution and at any time to modify, change, vary, alter, amend, suspend or terminate the Scheme subject to
compliance with the applicable laws and regulations and to do all such acts, deeds, matters and things as it may in its absolute
discretion deem fit, for such purpose and also to settle any issues, questions, difficulties or doubts that may arise in this
regard without being required to seek any further consent or approval of the members and further to execute all such documents,
agreements, writings and to give
directions and/or instructions as may be necessary or expedient to give effect to such modification,
change, variation, alteration, amendment, suspension or termination of the Scheme and do
all other things incidental to and ancillary thereof.
FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds, and things, as it may, in its absolute discretion
deem necessary or incidental to/ancillary thereof in this regard, including authorizing the officers of the company or authorizing
or directing appointment of various intermediaries, advisors, consultants or representatives, being incidental to the effective
implementation and administration of the Scheme as also to make applications to the appropriate authorities, parties, institutions,
as the case may be, for their requisite approvals as also to initiate or take all necessary or incidental actions in the above
connection and to settle all such questions, difficulties or doubts whatsoever that may arise and take all such steps and decisions
consider and, if thought fit, to pass, with or without modification(s), the following resolution as a special resolution:
THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and in
accordance with the Memorandum and Articles of Association of the Company, provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI LODR Regulations'),
provisions of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (hereinafter referred
to as SEBI SBEB Regulations'), other applicable laws and subject to such other approvals, permissions and sanctions
as may be necessary and such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions
and sanctions, and further subject to the consent of the members of the Company having been given for the formulation and implementation
of the Dr. Reddy's Employees Stock Option Scheme, 2018' (hereinafter referred to as 2018 ESOS'
or the Scheme'), consent of the members of the Company be and is hereby accorded to the board of directors of the
Company (hereinafter referred to as the Board' which term shall be deemed to include any committee, including the
Nomination, Governance and Compensation Committee, which the Board has constituted/designated to exercise certain powers, including
the powers, conferred by this resolution) to, create, grant, offer, issue and/or allot from time to time, in one or more tranches,
the stock options under the said Scheme to the present and future, permanent employees/class of employees of the present/future
subsidiary(s) of the Company including their director(s), whether whole-time director or not, but
Reddy's Laboratories Limited
NOTICE OF ANNUAL GENERAL MEETING
excluding independent directors (as defined in the
SEBI SBEB Regulations) and also excluding such other persons not eligible for grant of stock options under the SBEB Regulations,
if any, from time to time, on such terms and conditions, as set out in the Scheme and/or summarised in the Statement annexed hereto
and/or as the Board may decide in accordance with the provisions of the applicable laws and/or the provisions of the Scheme.
FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds, and things, as it may, in its absolute discretion