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Published: 2022-09-20 13:39:45 ET
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EX-99.2 2 drr0428_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

Dr. Reddy’s Laboratories Ltd.

8-2-337, Road No. 3, Banjara Hills,

Hyderabad - 500 034, Telangana,
India.

CIN : L85195TG1984PLC004507  

 

Tel      : +91 40 4900 2900

Fax     : +91 40 4900 2999

Email : mail@drreddys.com

www.drreddys.com

  

September 20, 2022

 

National Stock Exchange of India Ltd. (Scrip Code: DRREDDY-EQ)

BSE Limited (Scrip Code: 500124)

 

Dear Sirs/ Madam,

 

Sub: Postal Ballot Notice

 

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Postal Ballot Notice seeking approval of members, through remote e-voting for a Special Resolution to approve the appointment of Mr. Arun Madhavan Kumar (DIN: 09665138), as an Independent Director of the Company, in terms of Section 149 of the Companies Act, 2013.

 

In accordance with the General Circulars issued by the Ministry of Corporate Affairs (‘MCA Circulars’), the Postal Ballot Notice indicating, inter alia, the process and manner of remote e-voting, is being sent only through electronic mode to the members whose names appear on the Register of Members/ List of Beneficial Owners as on September 16, 2022 (“cut-off date”) received from the Depositories and whose e-mail address are registered with the Company/ Depositories.

 

The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its members. The remote e-voting period commences on Wednesday, September 21, 2022 (9:00 AM 1ST) and ends on Thursday, October 20, 2022 (5:00 PM IST).

 

This Postal Ballot Notice will also be available on the Company’s website www.drreddys.com and on the website of NSDL www.evoting.nsdl.com.

 

This is for your information and records.

 

Thanking you.

 

Yours faithfully,

For Dr. Reddy’s Laboratories Limited

 

/s/ K. Randhir Singh  
K. Randhir Singh  
Company Secretary & Compliance Officer  

 

Encl: As above

 

CC: New York Stock Exchange Inc.(Stock Code :RDY)
  NSE IFSC Ltd.

 

 

 

 

 

Dr. Reddy’s Laboratories Ltd.

8-2-337, Road No. 3, Banjara Hills,

Hyderabad - 500 034, Telangana,
India.

CIN : L85195TG1984PLC004507  

 

Tel      : +91 40 4900 2900

Fax     : +91 40 4900 2999

Email : mail@drreddys.com

www.drreddys.com

 

Postal Ballot Notice

  

Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and the Circulars issued by the Ministry of Corporate Affairs, Government of India

  

Dear Members,

 

Notice is hereby given that pursuant to the provisions of Section 110 of the Companies Act, 2013 (hereinafter referred to as “the Act”), read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (hereinafter referred to as “the Rules”) and other applicable provisions of the Act, rules, circulars and notifications thereunder, as amended from time to time (including any statutory modifications or re-enactment thereof for the time being in force), General Circular Nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively read with other relevant circulars, including General Circular No. 3/2022 dated May 5, 2022, issued by the Ministry of Corporate Affairs (“MCA Circulars”), for approval of the members of Dr. Reddy's Laboratories Limited (hereinafter referred to as “the Company”) through postal ballot by voting through electronic means (remote e-voting) on the Special Resolution set out hereinafter.

 

The proposed resolution along with the explanatory statement under Section 102 of the Act, forming part of this Notice, stating the material facts and reasons thereof are set out hereafter, for your consideration.

 

The Board has appointed Mr. G Raghu Babu, Partner, M/s. R & A Associates, practising Company Secretary, Hyderabad (Membership No. F4448 and Certificate of Practice No. 2820) as the Scrutinizer for conducting the postal ballot through the remote e-voting process in a fair and transparent manner. He has communicated his willingness to act as the Scrutiniser and will be available for the said purpose.

 

The Company has engaged the services of National Securities Depository Limited (NSDL) for the purpose of providing e-voting facility to all its members, pursuant to Section 108 of the Act read with Rule 20 of the Rules, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) and aforementioned MCA Circulars. In accordance with the MCA Circulars, the Notice indicating, inter alia, the process and manner of remote e-voting, is being sent only through electronic mode to the members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, September 16, 2022 (“cut-off date”) received from the Depositories and whose e-mail address are registered with the Company/ Depositories. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. The detailed instructions for e-voting are given in the Notes under the section ‘Procedure for e-voting’.

 

The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him, after the completion of the scrutiny of the votes cast electronically. The result of the postal ballot through e-voting process shall be announced at the Registered Office of the Company. The result along with the Scrutinizer’s report would be displayed at the Registered Office of the Company, and will be intimated to NSDL and Stock Exchanges where the Company's securities are listed and displayed on the Company's website www.drreddys.com along with the Scrutinizer's report.

 

 

 

  

RESOLUTION THROUGH POSTAL BALLOT

  

To approve the appointment of Mr. Arun Madhavan Kumar (DIN: 09665138), as an Independent Director of the Company, in terms of Section 149 of the Companies Act, 2013

  

To consider and, if thought fit, to give assent/dissent to the following resolution, as a Special Resolution:

 

RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and Regulations 17(1C), 25(2A) and any other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Mr. Arun Madhavan Kumar (DIN: 09665138), who was appointed as an additional director of the Company, categorised as independent, by the Board of Directors with effect from August 1, 2022, 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 for a term of five consecutive years effective from August 1, 2022 till July 31, 2027 and shall not be liable to retire by rotation;

 

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do and perform all such acts, deeds, matters and things, as may be considered necessary, desirable or expedient to give effect to this resolution.”

 

Registered Office By order of the Board of Directors
8-2-337, Road No. 3, Banjara Hills, For Dr. Reddy’s Laboratories Limited
Hyderabad, Telangana- 500034, India  
CIN: L85195TG1984PLC004507  
Tel-91-40-49002900, Fax-91-40-49002999  
Email: shares@drreddys.com Sd/-
Website: www.drreddys.com K Randhir Singh
Place: Hyderabad Company Secretary and Compliance Officer
Date: July 28, 2022 Membership No.F6621
   

  

Notes:

  

1.The explanatory statement pursuant to Section 102 and any other applicable provisions of the Act, the rules made thereunder, SEBI Listing Regulations and Secretarial Standards on General Meetings (SS-2) stating all material facts and the reasons thereof for the proposed resolution, forming part of this Notice, is annexed herewith.

 

2.In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on September 16, 2022 (“cut-off date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members.

 

3.Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations read with SEBI circular on e-voting, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”), the agency to provide e-voting facility. Members are requested to read carefully the instructions for e-voting that are provided as part of this Postal Ballot Notice before casting their vote.

 

4.This Postal Ballot Notice will also be available on the Company’s website at www.drreddys.com, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.nsdl.com.

 

5.Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members/List of Beneficial Owners as on cut-off date will be considered for the purpose of e-voting.

 

 

 

 

6.Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut-off date. Any person who is not a member as on the cut-off date should treat this notice for information purpose only.

 

7.The e-voting period commences on Wednesday September 21, 2022, (9:00 AM IST) and ends on Thursday October 20, 2022 (5:00 PM IST). During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e. September 16, 2022 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting after Thursday October 20, 2022 (5:00 PM IST). Once the vote on a resolution is cast by a member, he or she will not be allowed to change it subsequently.

 

8.The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-voting i.e. Thursday October 20, 2022.

 

9.The Scrutinizer will submit his report to the Chairman or a person authorized by him, after the completion of scrutiny, and the result of the voting by postal ballot will be announced on or before Friday October 21, 2022 at the Registered Office of the Company at 8-2-337, Road No.3, Banjara Hills, Hyderabad-500034, Telangana, India. The result would be displayed at the Registered Office of the Company, intimated to the NSDL and Stock Exchanges where the Company's securities are listed, and displayed on the Company's website www.drreddys.com along with the Scrutinizer's report.

 

10.The documents, if any, referred to in the statement will be available for inspection at the Registered Office of the Company during working hours on all working days from the date of dispatch of the Notice till Thursday October 20, 2022 (5:00 PM IST).

 

 

PROCEDURE FOR ‘E-VOTING':

 

1.E-VOTING FACILITY:

 

i.Pursuant to the provisions of Section 108 and other applicable provisions of the Act read with the Rules made thereunder and Regulation 44 of the SEBI Listing Regulations, as amended, read with SEBI circular dated December 9, 2020, the Company is providing e-voting facility of NSDL to its members to exercise their right to vote on the proposed resolution by electronic means

 

ii.The e-voting facility is available at the link – www.evoting.nsdl.com. The e-voting event number (EVEN) and the period of e-voting are set out below:

 

EVEN   Commencement of E-voting   End of E-voting
122590   Wednesday September 21, 2022   Thursday October 20, 2022
    9:00 PM (IST)   5:00 PM (IST)

 

E-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

 

iii.The manner of voting by (i) individual shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode, (iii) Shareholders holding shares of the Company in physical mode, and (iv) Shareholders who have not registered their e-mail address, is explained in the instructions given hereinbelow.

 

2.INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING:

 

Once the Shareholder has exercised the vote, whether partially or otherwise, the Shareholder shall not be allowed to change it subsequently or cast the vote again.

 

 

 

  

A)Login method for e-voting for individual shareholders holding securities in demat mode

 

In terms of SEBI circular dated December 9, 2020, on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-voting facility.

 

Login method for Individual shareholders holding securities in demat mode is given below:

 

Type of shareholders   Login Method
Individual Shareholders holding securities in demat mode with NSDL.  

A. NSDL IDeAS facility

 

If you are registered, follow the following steps:

 

1.     Visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a personal computer or on a mobile.

2.     On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IdeAS’ section

3.     A new screen will open. You will now have to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services.

4.     Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page.

5.     Click on company name or e-voting service provider i.e. NSDL and you will be re-directed to NSDL e-voting website of NSDL for casting your vote during the remote e-voting period.

 

If you are not registered for IDeAS e-Services follow the following steps:

 

1.     Option to register is available at https://eservices.nsdl.com.

2.     Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3.     Please follow steps given in points 1-5 above

 

B. E-voting website of NSDL

1.     Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile.

2.     Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3.     A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

4.     After successful authentication, you will be redirected to NSDL site wherein you can see e-voting page. Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL  

1.     Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

 

2.     After successful login of Easi/Easiest the user will be also able to see the e-voting menu. The menu will have links of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote.

 

3.     If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

 

 

 

 

  4.     Alternatively, the user can directly access e-voting page by providing demat account number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile & email as recorded in the demat account. After successful authentication, user will be provided links for the respective e-voting service provider i.e. NSDL where the e-voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants

1.     You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility.

2.     Upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature.

3.     Click on company name or e-voting service provider i.e. NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period.

 

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.

  

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL are as under:

 

Login type   Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL   Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL   Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43

 

B)Login method for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

 

Step 1: How to Log-in to NSDL e-voting website?

 

1.Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com either on a personal computer or on a mobile.

 

2.Once the home page of e-voting system is launched, click on the icon “Log-in” which is available under “Shareholders” section.

 

3.A new screen will open. You will have to enter your user ID, your password and a verification code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com with your existing IDEAS log-in. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

 

4.Your User ID details are given below:

 

Manner of holding shares i.e. Demat   Your User ID is
(NSDL or CDSL) or Physical    
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***

 

 

 

 

5.     Instructions for retrieving password:

 

a.If you are already registered for e-voting, then you can use your existing password to log-in and cast your vote.

 

b.If you are using NSDL e-voting system for the first time, you will need your “initial password”. Details of “initial password” are given in Point c (i) and (ii) below. Once you have your “initial password”, you need to enter the “initial password” on the log-in page and the system will force you to change your password.

 

c.Initial password: If your email ID is registered in your demat account or with the Company, your “initial password” must have been communicated to you on your email ID. Trace the email sent to you by NSDL in your mailbox. Open the email and the attachment which is a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit Client ID for NSDL account, last 8 digits of Beneficiary ID for CDSL account or Folio Number for shares held in physical form. The .pdf file contains your “User ID” and your “initial password”.

 

6.If you are unable to retrieve or have not received your “initial password” or have forgotten your password:
a.If you are holding shares in your demat account with NSDL or CDSL, click on “Forgot User Details/Password” option available on www.evoting.nsdl.com
b.If you are holding shares in physical mode, click on “Physical User Reset Password” option available on www.evoting.nsdl.com
c.If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, PAN, name and registered address.

 

7.After entering the password, click on “Agree to Terms and Conditions” by selecting on the check box.

 

8.Now you will have to click on “Log-in” button.

 

9.After you click on “Log-in” button, home page of e-voting will open.

 

Step 2: How to cast your vote electronically on NSDL e-voting system?

 

1.After successful login at Step 1, you will be able to see the Home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles.
2.After clicking on Active Voting Cycles, you will be able to see all the companies' “EVEN” (E-Voting Event Number) in which you are holding shares and whose voting cycle is in active status.
3.Select “EVEN” of “Dr. Reddy's Laboratories Limited”. The Cast Vote page will open.
4.Now you are ready for e-voting as the voting page opens.
5.Cast your vote by selecting your favoured option i.e. assent/dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
6.Upon confirmation, the message “Vote cast successfully” will be displayed.
7.You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
8.Once you confirm your vote on the resolution, you will not be allowed to modify your vote

 

 

 

 

General Guidelines for members

 

1.Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned certified true copy (PDF/JPG format) of the relevant board resolution/authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to drlscrutinizer@gmail.com with a copy marked to evoting@nsdl.co.in.

 

2.It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Log-in to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com to reset the password.

 

 

3.In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at the “downloads” section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or e-mail your query to evoting@nsdl.co.in.

 

 

 

C)Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting on the resolutions set out in this notice

 

 

1.In case shares are held in physical mode please provide folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to shares@drreddys.com.

 

2.In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to shares@drreddys.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-voting for Individual shareholders holding securities in demat mode.

 

3.Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

 

4.In terms of SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.

 

 

 

 

Explanatory Statement pursuant to Section 102, any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as “the Act”), the rules made thereunder, as applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) and Secretarial Standards on General Meetings (SS-2)

 

To approve the appointment of Mr. Arun Madhavan Kumar (DIN: 09665138), as an Independent Director of the Company, in terms of Section 149 of the Companies Act, 2013

 

Independent Directors are appointed on the Company’s Board for a term of up to five consecutive years and are eligible for reappointment, making the term of the overall Board staggered in nature. The Nomination, Governance and Compensation Committee (‘NGCC’) of the Board regularly discusses the succession of Independent Directors coming up for re-appointment or approaching end of their term. It assesses the balance of skills, knowledge and experience available with the Board as a whole and tries to recognise the possible gaps on account of such staggered terms, in order to maintain orderly succession of the Board.

 

To address such possible gaps created/to be created within the Board, the NGCC prepares a criteria of preferred skills/ qualifications and expected role of the prospective independent directors and evaluates the prospective candidates from a wide range of backgrounds who fits into the criteria. In line with this, the NGCC has, over a period of time, perused through profiles of prospective independent directors. Considering that the terms of couple of long serving independent directors will end over the next two years and to ensure their smooth succession, the Committee strongly believes that Mr. Arun Madhavan Kumar (DIN: 09665138) fits into the criteria of skills/ qualifications in the areas of strategy, finance, governance and management.

 

The NGCC and the Board are of the view that the association of Mr. Kumar and his rich experience and vast knowledge that he brings with him would benefit the Company. The Board also believes that he possesses appropriate skills, expertise and competencies in the context of the Company’s businesses, particularly in the areas of economics, risk management, assurance, tax and advisory.

 

Accordingly, Mr. Kumar, was appointed as an Additional Independent Director, by the Board of Directors at their Meeting held on July 28, 2022, for a term of five consecutive years with effect from August 1, 2022 to July 31, 2027, subject to the approval of members of the Company.

 

The Company has received requisite consent from Mr. Kumar to act as an Independent Director, declaration to the effect that he is not disqualified in accordance with Section 164(2) of the Act, declaration that he meets the criteria of independence as provided in Section 149 of the Act and in the SEBI Listing Regulations and a declaration that he is not debarred or restrained from acting as a Director by any SEBI order or any other such authority. The Company has also received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Kumar as a director of the Company.

 

In terms of Sections 149 and 152 and Schedule IV of the Companies Act, 2013, the Board is of the opinion that Mr. Kumar, fulfils the conditions for his appointment as an Independent Director as specified in the Companies Act, 2013 and the SEBI Listing Regulations and is independent of the management.

 

Pursuant to Regulation 17(1C) of the SEBI Listing Regulations, approval of shareholders for appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Further in terms of, Regulation 25(2A) of the SEBI Listing Regulations, the appointment, re-appointment or removal of an independent director shall be subject to the approval of shareholders by way of a special resolution. Accordingly, the appointment of Mr. Kumar requires the approval of the members by way of a special resolution.

 

Hence, in view of the aforementioned provisions, the Company is seeking the approval of its members for appointment of Mr. Kumar, as an Independent Director on the Board of the Company for a term of five consecutive years effective from August 1, 2022 to July 31, 2027.

 

A copy of the letter of appointment, setting out the terms and conditions of appointment of Mr. Kumar, and all other documents referred to in the accompanying Notice and this Statement are available for inspection by the members, at the Company's registered office during business hours on all working days till the end of the e-voting period.

 

 

 

 

Profile of Mr. Arun Madhavan Kumar

 

Mr. Arun Madhavan Kumar, is a Managing Partner at Celesta Capital, a leading deep technology venture capital firm that leverages synergies between leading centers of innovation in the US, India, and Israel to create globally impactful enterprises. In February 2022, Mr. Kumar completed his five-year term as the Chairman and CEO of KPMG in India. In this role, he led a large organization consisting of several thousand talented professionals engaged in providing assurance, tax, and advisory services, through a period of extraordinary growth in revenues, profits, people and organizational transformation. He was a member of the global board of directors of KPMG as well as its EMA board.

 

Mr. Kumar previously served in President Obama’s Administration as Assistant Secretary of Commerce for Global Markets and Director General of the U.S. & Foreign Commercial Service (USFCS), under the leadership of Commerce Secretary Penny Pritzker. As the Administration’s lead official to promote U.S. exports, foreign direct investment and enhanced market access around the world, he led a team of 1,700 professionals in 78 countries and all the 50 states of the US. The Global Markets unit and USFCS saw substantial growth in coverage and impact during his tenure. During that time, Mr. Kumar also had a special focus on the US-India economic relationship, helping establish high level bilateral dialogues in areas ranging from innovation to infrastructure and working closely with the US India CEO Forum.

 

Prior to his nomination by President Obama, Mr. Kumar was a partner at KPMG LLP in the US and was a member of the Board of the firm. Based in Silicon Valley, he led KPMG’s Management Consulting practice in the West. Before joining KPMG, he was a co-founder, CEO, and CFO of three technology companies in Silicon Valley; over the years, Mr. Kumar has been a mentor to entrepreneurs in Silicon Valley and India.

 

Mr. Kumar is a member of the Council on Foreign Relations. He serves as Chair of the Wadhwani Institute of Technology and Policy. Mr. Kumar is an advisor to the Board of Directors of the US-India Business Council. He serves on the board of Indiaspora, an organization that links accomplished and influential people of Indian origin in many countries to enhance the relationships between their country of residence and India.

 

He is the author of two books of poetry, Plain Truths, published in 2010 by Current Books, and Mantram Beach, published in 2020 by the Aleph Book Company. He co-edited Kerala’s Economy: Crouching Tiger, Sacred Cows, published in 2007 by DC Books.

 

Mr. Kumar received his master’s degree from the MIT Sloan School of Management. He earned his undergraduate degree, in physics, as a National Science Talent Scholar, from the University of Kerala, Trivandrum.

 

Brief details of Mr. Arun Madhavan Kumar pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 are as follows:

 

Name of the Director   Mr. Arun Madhavan Kumar
DIN   09665138
Age   69 years 8 months
Nationality   United States
Qualification   Master’s degree from the MIT Sloan School of Management. Undergraduate degree, in physics, as a National Science Talent Scholar, from the University of Kerala, Trivandrum.
Expertise in specific areas   Mr. Kumar has rich experience in strategy, governance, finance, management, economics, risk management, commerce, assurance, tax, business management and other areas. His detailed profile has been given above.
Date of first appointment   August 1, 2022. The Board at its Meeting held on July 28, 2022 approved the appointment of Mr. Kumar as an Additional Independent Director with effect from August 1, 2022 for a term of five consecutive years commencing from August 1, 2022 to July 31, 2027, subject to the approval of Members.

 

 

 

 

Number of shares held in the Company   Nil
Directorship in other companies   None
Membership(s)/ Chairmanship(s) of Board Committees of other companies   None
Listed entities from which the Director has resigned in the past three years   None

Relationship with other Directors, Managers

and Key Managerial Personnel of the

Company

  Mr. Kumar is not related to any Director or Key Managerial Personnel of the Company.
Number of Board meetings attended   Not applicable, appointed as Additional Independent Director effective from August 1, 2022
Terms of appointment along with details of remuneration sought to be paid and the remuneration last drawn by such person, if applicable.  

Term: Appointed as an Independent Director for a term of five consecutive years commencing from August 1, 2022 to July 31, 2027, subject to the approval of Members.

 

Remuneration last drawn: not applicable

 

Remuneration sought to be paid: Mr. Kumar will be entitled for remuneration by way of commission as well as fees for attending meetings of the Company, as payable to other Independent Directors of the Company, as may be decided by the Board of Directors of the Company. He will not be entitled for any stock option pursuant to Employees Stock Option Schemes of the Company.

 

The Members of the Company at their 32nd Annual General Meeting held on July 27, 2016 has approved for payment of remuneration by way of commission to its Directors (whether existing or future) other than the Managing/ Whole-time Directors, collectively up to 1% of the net profits of the Company every year, computed in the manner referred to in Section 198 of the Companies Act, 2013, in such proportion/ manner as may be determined by the Board of Directors of the Company, in addition to the payment of sitting fees and reimbursement of expenses, if any, to the Directors for attending the meetings of the Board of Directors or Committees thereof.

 

The Board is of the view that Mr. Kumar’s appointment, as an Independent Director, will be in the interest of the Company, considering his vast knowledge, experience and expertise.

 

Except Mr. Arun Madhavan Kumar and his relatives, none of the other directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out in this postal Ballot Notice.

 

The Nomination, Governance and Compensation Committee and the Board recommend the resolution set out herein the Notice for approval of the members.

 

Registered Office By order of the Board of Directors
8-2-337, Road No. 3, Banjara Hills, For Dr. Reddy’s Laboratories Limited
Hyderabad, Telangana- 500034, India  
CIN: L85195TG1984PLC004507  
Tel-91-40-49002900, Fax-91-40-49002999  
Email: shares@drreddys.com Sd/-
Website: www.drreddys.com K Randhir Singh
Place: Hyderabad Company Secretary and Compliance Officer
Date: July 28, 2022 Membership No.F6621