SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
January, 2024
Commission File
Number 1-15182
DR.
REDDY’S LABORATORIES LIMITED
(Translation of registrant’s name into English)
8-2-337, Road No. 3, Banjara Hills
Hyderabad, Telangana 500 034, India
+91-40-49002900
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ______
Note: Regulation S-T Rule 101(b)(1) only permits the submission
in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ______
Note: Regulation S-T Rule 101(b)(7)
only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private
issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized
(the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities
are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the
registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes
¨ No
x
If “Yes” is marked, indicate below the file number assigned
to registrant in connection with Rule 12g3-2(b): 82-________.
EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
DR. REDDY’S LABORATORIES LIMITED
(Registrant) |
| |
|
|
|
| Date: January 16, 2024 |
By: |
/s/ K Randhir Singh |
| |
|
Name: |
K Randhir Singh |
| |
|
Title: |
Company Secretary |
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 |
January 16, 2024
National Stock Exchange of India Ltd. (Scrip Code: DRREDDY-EQ)
BSE Limited (Scrip Code: 500124)
New York Stock Exchange Inc. (Stock Code: RDY)
NSE IFSC Ltd (Stock Code: DRREDDY)
Dear Sir/Madam,
Sub: Submission of Postal Ballot Notice
Pursuant to Regulation 30 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and in furtherance to our communication dated December 29, 2023, please find enclosed the
Postal Ballot Notice for seeking approval of members, to approve the appointment of Mr. Sanjiv Soshil Mehta (DIN: 06699923), as an Independent
Director of the Company, effective from December 29, 2023 in terms of Section 149 of the Companies Act, 2013, by way of special resolution
through voting by electronic means (remote e-voting).
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 January 12, 2024 (“cut-off date”) received from the Depositories and whose e-mail addresses are
registered with the Company/ Company’s Registrar and Transfer Agent/ Depositories.
The Company has engaged the services of NSDL for the
purpose of providing e-voting facility to its members. The remote e-voting period commences on Tuesday, January 16, 2024 at 9:00 a.m.
(IST) and ends on Wednesday, February 14, 2024 at 5:00 p.m. (IST). The voting results of the postal ballot shall be declared on or before
February 15, 2024.
This Postal Ballot Notice is also 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
K Randhir Singh
Company Secretary, Compliance Officer and Head-CSR
Encl: as above
| |
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
| Commencement of e-voting on |
Conclusion of e-voting on |
| Tuesday, January 16, 2024 at 9:00 a.m. (IST) |
Wednesday, February 14, 2024 at 5:00 p.m. (IST) |
Dear Members,
Notice is hereby given that pursuant to the provisions
of Section 110 read with Section 108 of the Companies Act, 2013 (hereinafter referred to as “the Act”), together with Rule
22 and Rule 20 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, General Circular
Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular Nos.
11/2022 dated December 28, 2022 and 9/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India
(hereinafter collectively referred to as “MCA Circulars”), and Secretarial Standard on General Meetings issued by the Institute
of Company Secretaries of India (“SS-2”) and any other applicable laws, rules and regulations (including any statutory modification(s)
or re-enactment(s) thereof, for the time being in force), that the resolution appended below is proposed for the approval of appointment
of Mr. Sanjiv Soshil Mehta (DIN: 06699923) as an Independent Director of the Company, be passed by the members of the Company (as on the
Cut-off Date), through postal ballot process (the “Postal Ballot”) only by way of voting through electronic means (remote
e-voting). An Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons/ rationale thereof
forms part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).
The Company has engaged the services of National Securities
Depository Limited (“NSDL”) for the purpose of providing e-voting facility (remote e-voting) 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 (“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, January 12, 2024 (“cut-off
date”) received from the Depositories and whose e-mail addresses 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 manner of voting on
the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms.
The detailed instructions for e-voting are given in the Notes under the section ‘Procedure for e-voting’.
The Board of the Company has appointed Mr. Atul Mehta
(Membership No. F5782 and COP No. 2486), Partner, failing him, Ms. Kanchan Sharma (Membership No. A44664 and COP No. 25913), Partner,
M/s Mehta & Mehta, Company Secretaries, as the Scrutinizer for conducting the postal ballot through the remote e-voting process in
a fair and transparent manner. They have communicated their willingness to act as the Scrutinizer and will be available for the said purpose.
The Scrutinizer will submit Scrutinizer’s report
to the Chairman of the Company or any person authorized by him, after 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. Sanjiv Soshil
Mehta (DIN: 06699923), 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, 150, 152, 161 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“Act”), together
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 other applicable provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to
time, and Articles of Association of the Company, and approval and recommendation of the Nomination, Governance and Compensation Committee
and that of the Board of Directors, Mr. Sanjiv Soshil Mehta (DIN: 06699923), appointed as an Additional Director of the Company, categorised
as an Independent, with effect from December 29, 2023, in terms of Section 161 of the Act, who meets the criteria for independence under
Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom
the Company has received notice in writing under Section 160 of the Act, from a member proposing him as a Director, be and is hereby appointed
as an Independent Director of the Company, for a term of five consecutive years effective from December 29, 2023 till December 28, 2028,
and that he shall not be liable to retire by rotation;
RESOLVED FURTHER THAT the Board of Directors
of the Company be and are hereby authorised 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 |
|
| 8-2-337, Road No. 3, Banjara Hills, |
By order of the Board of Directors |
| Hyderabad, Telangana- 500034, India |
For Dr. Reddy’s Laboratories Limited |
| CIN: L85195TG1984PLC004507 |
Sd/- |
| Tel-91-40-49002900, Fax-91-40-49002999 |
K Randhir Singh |
| Email: shares@drreddys.com |
Company Secretary, Compliance Officer |
| Website: www.drreddys.com |
and Head-CSR |
| Place: Hyderabad |
Membership No. F6621 |
| Date: January 12, 2024 |
|
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 Standard 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 Friday, January 12, 2024 (“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 and 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”) 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.evoting.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 their 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 Tuesday, January 16, 2024 at 9:00 a.m. (IST) and ends on Wednesday, February
14, 2024 at 5:00 p.m. (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. January 12, 2024, may cast their votes electronically. The e-voting module shall be disabled by NSDL
for voting after Wednesday, February 14, 2024 at 5:00 p.m. (IST). Once the vote on a resolution is cast by a member, he or she or they
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. Wednesday, February 14, 2024. |
| 9. | The Scrutinizer shall submit his/ her 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 Thursday, February 15, 2024 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 Wednesday, February 14, 2024
at 5:00 p.m. (IST). |
PROCEDURE FOR ‘E-VOTING':
| 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 |
Conclusion of e-voting |
| 127525 |
Tuesday, January 16, 2024
at 9:00 a.m. (IST) |
Wednesday, February 14, 2024
at 5:00 p.m. (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. |
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.
The way to vote electronically on NSDL e-Voting system
consists of “Two Steps” which are mentioned below:
Step 1: Access to NSDL e-Voting system
| 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 under value added 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.
5. Shareholders/Members
can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless
voting experience
|
|
|
|
| Individual Shareholders holding securities in demat mode with CDSL |
1. Existing
users who have opted for CDSL Easi/ Easiest facility, can login through their user id and password. Option will be made available
to reach e-voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com
and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After
successful login of Easi/ Easiest the user will be also able to see the e-voting menu for eligible companies where the e-voting is in
progress as per information provided by the company The menu will have links of e-voting service provider i.e. NSDL. Click on NSDL
to cast your vote. Additionally, there is also links provided to access the system of all e-Voting service providers, so that the user
can visit the e-Voting service provider’s website directly.
3. If
the user is not registered for Easi/ Easiest, option to register is available at at CDSL website, www.cdslindia.com and click
on login & New System Myeasi Tab and then click on registration option.
4. Alternatively,
the user can directly access e-voting page by providing demat account number and PAN No. from a e-voting 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 and also able to directly access the system of all e-Voting Service Providers.. |
| 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 +91-22-48867000 and +91-22-24997000 |
| 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 toll free no. 1800 22 55 33 |
| B) | Login method for shareholders other than individual shareholders holding securities in demat mode
and shareholders holding securities in physical mode |
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/Members” section. |
| 3. | A new screen will open. You will have
to enter your user ID, your password/OTP 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 login
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 (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*** |
| 5. | Password details for shareholders other than Individual shareholders are given below: |
| a. | If you are already registered for e-voting, then you can use your existing password to login and cast
your vote. |
| b. | If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password. |
| c. | How to retrieve your ‘initial password’: If your email ID is registered in your demat account
or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL
from your mailbox. Open the email and open the attachment i.e. 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 client ID for CDSL account or folio number for shares held in physical form.
The .pdf file contains your ‘User ID’ and your ‘initial password’. |
| d. | If your email ID is not registered, please follow steps mentioned below in process for those shareholders
whose email ids are not registered |
| 6. | If you are unable to retrieve or have not received your “initial password” or have forgotten
your password: |
| a. | Click on “Forgot User Details/Password?”(If
you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com |
| b. | Physical User Reset Password?”
(If you are holding shares in physical mode) 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, etc. |
| d. | Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system
of NSDL |
| 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 all the companies' “EVEN” (E-Voting
Event Number) in which you are holding shares and whose voting cycle is in active status. |
| 2. | Select “EVEN” of “Dr. Reddy's Laboratories Limited”. The Cast Vote page will open. |
| 3. | Now you are ready for e-voting as the voting page opens. |
| 4. | 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. |
| 5. | Upon confirmation, the message “Vote cast successfully” will be displayed. |
| 6. | You can also take the printout of the votes cast by you by clicking on the print option on the confirmation
page. |
| 7. | 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 info@mehta-mehta.com with a copy marked to evoting@nsdl.co.in. Institutional
shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution
/ Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution/
Authority Letter" displayed under "e-Voting" tab in their login. |
| 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.: +91-22-48867000 and +91-22-24997000 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 the Company at shares@drreddys.com or to Registrar
and Transfer Agent (“RTA”) at bsshyd@bigshareonline.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 on e-voting facilities provided by the 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 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 “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 Standard on General Meetings (hereinafter referred to as “SS-2”)
To approve the appointment of Mr. Sanjiv Soshil
Mehta (DIN: 06699923), as an Independent Director of the Company, in terms of Section 149 of the Companies Act, 2013
Pursuant to Section 161 of the Companies Act, 2013
(“Act”), the Board of Directors of the Company, on December 29, 2023, has appointed Mr. Sanjiv Soshil Mehta (DIN: 06699923),
as an Additional Director, categorised as an Independent Director, for a term of five (5) consecutive years with effect from December
29, 2023 to December 28, 2028 (both days inclusive) subject to approval of the members of the Company by way of a special resolution.
The Nomination, Governance and Compensation Committee
(“NGCC”) of the Board periodically deliberates on the succession planning of Independent Directors coming up for re-appointment
or approaching end of their term. It also assesses and deliberates on the balance of skills, knowledge and experience available with the
Board as a whole, in order to maintain orderly succession of the Board. The NGCC had earlier considered to appoint Independent Director(s)
having rich and wide experience in manufacturing and operations, keeping in mind the retirement of few of the Independent Directors of
the Company. The NGCC had identified the desired attributes for the selection of the Independent Director(s). Basis those attributes,
the NGCC has recommended the candidature of Mr. Sanjiv Soshil Mehta, for appointment as an Independent Director of the Company. Further,
in the opinion of the Board, Mr. Mehta fulfils the conditions for independence specified in the Act, the Rules made thereunder and the
SEBI Listing Regulations and other laws/ regulations for the time being in force, to the extent applicable to the Company. The Board noted
that Mr. Mehta’s skills, background and experience are aligned to the attributes identified by the NGCC and that he is eligible
for appointment as an Independent Director of the Company. The Board was cognizant of skills and experience of Mr. Mehta, which fit into
the criteria of Company’s skill matrix in the areas of strategy, governance, management, finance, sustainability and digital/ technology/
innovation, and would be beneficial for the Company.
The Company has received, inter alia, (i) requisite
consent from Mr. Mehta to act as an Independent Director, (ii) declaration to the effect that he is not disqualified in accordance with
Section 164 of the Act, (iii) declaration that he meets the criteria of independence as provided in Section 149 of the Act and Regulation
16(1)(b) of the SEBI Listing Regulations and (iv) 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. Mehta as a Director of the Company.
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. Mehta requires the approval of the members by way
of a special resolution.
Therefore, in view of the aforementioned provisions,
the Company is seeking the approval of its members for appointment of Mr. Mehta, as an Independent Director on the Board of the Company
for a term of five consecutive years effective from December 29, 2023 to December 28, 2028.
Profile: Mr. Sanjiv Soshil Mehta has been the Chairman/
CEO and Managing Director (2013-23) of Hindustan Unilever Limited (HUL) which is India’s foremost Fast-Moving Consumer Goods (FMCG)
Company. During his 10 years at the helm of HUL, the market capitalization of HUL increased from $17 billion to $76 billion making it
the fifth most valuable company in India and the most valuable business for Unilever. Mr. Mehta was also the President of Unilever South
Asia having a combined turnover of $9 billion and member of ‘Unilever Leadership Executive’, the global executive board of
the consumer goods giant.
Mr. Mehta was CEO/ Executive Chairman of Unilever
businesses in different parts of the world for 21 years from 2002-23. He was Chairman and Managing Director of Unilever Bangladesh Limited
(2002-06), Chairman and CEO of Unilever Philippines Inc. (2007-08), Chairman of Unilever - North Africa and Middle East (2008-13) and
took over India and South Asia responsibilities from 2013. In each of these roles he left his imprint by turning around businesses in
trouble, winning major competitive battles and accelerating growth.
Mr. Mehta has done his bachelor’s in commerce,
Chartered Accountancy and has also completed his Advanced Management Program (Harvard Business School). He has been the President of India’s
oldest and largest trade body FICCI (Federation of Indian Chambers of Commerce and Industry) during 2021-22, is a member of the South
Asia Advisory Board of Harvard Business School and is Chairman Emeritus of ‘Vikaasa’, a coalition of top Indian and MNC companies.
During the period when Mr. Mehta was heading HUL it
won several recognitions including the prestigious The Economic Times ‘Company of the Year’ & ‘Corporate Citizen
of the Year’ awards, Business Standard’s ‘Company of the year’ award, the ‘Best Governed Company’
award by the Asian Centre for Corporate Governance and Sustainability and the 'Outstanding Company of the Year' award at CNBC-TV18’s
India Business Leader Awards (IBLA). Forbes rated HUL as the most innovative company in India and the 8th most innovative company in the
world. Aon Hewitt in a global study rated HUL as the 3rd best company globally for building leaders.
Mr. Mehta was conferred the honorary degree of ‘Doctor
of Philosophy in Business Management’ by Xavier University (Xavier Institute of Management) in 2019. He has received several personal
recognitions including the ‘Best CEO Multinational’ by Forbes, the ‘Management Man of the Year’ by Bombay Management
Association, the ‘CA Business Leader’ by The Institute of Chartered Accountants of India, the ‘Best Transformational
Leader’ by the Asian Centre for Corporate Governance and Sustainability, the ‘Business Leader of the Year’ by The Economic
Times, ‘Best CEO’ Award from Business Today, Pralhad P. Chhabria Memorial Global Award, the ‘JRD Tata Corporate Leadership
award’ by the All India Management Association, the ‘Sir Jehangir Ghandy Medal’ by Xavier School of Management (XLRI),
Jamshedpur, ‘IMPACT Person of the Year’ by exchange4media group (Business World), ‘Lifetime Achievement Award’
by CEO’s Association for Inclusive India -SKOCH Group, ‘CEO of the year’ by Business Standard and ‘Best of the
Best CEO’s’ by Fortune. He has also been inducted into the ‘Hall of Fame’ by The Institute of Chartered Accountants
of India.
Brief details of Mr. Sanjiv Soshil Mehta pursuant
to Regulation 36(3) of the SEBI Listing Regulations and SS - 2 are as follows:
| Name of the Director |
Mr. Sanjiv Soshil Mehta |
| DIN |
06699923 |
| Age |
63 years |
| Nationality |
Indian |
| Qualification |
Bachelor’s in commerce, Chartered Accountancy and Advanced Management Program (Harvard Business School). |
| Expertise in specific areas |
The detailed profile including experience are provided above. |
| Date of first appointment |
December 29, 2023 |
| Number of shares held in the Company including shareholding as a beneficial owner |
Nil |
| Directorship in other companies |
Air India Limited and Danone S.A. |
| Membership(s)/ Chairmanship(s) of Board Committees of other companies |
Air India Limited – Member of the Audit Committee
Danone S.A. – Member of the Audit Committee
Pt. Unilever Indonesia TBK – Member of the Nomination
and Remuneration Committee |
| Listed entities from which the Director has resigned in the past three years |
Mr. Mehta has tendered resignation as the Chief Executive Officer & Managing Director of the Hindustan Unilever Limited (HUL), pursuant to his retirement from HUL. |
| Relationship with other Directors, Managers and Key Managerial Personnel of the Company |
Mr. Mehta is not related to any Director or Key Managerial Personnel of the Company. |
| Number of Board meetings attended |
None, appointed with effect from December 29, 2023. |
| 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 with effect from December 29, 2023 to December 28, 2028, subject to the approval of Members.
Remuneration last drawn: not applicable
Remuneration sought to be paid: Mr. Mehta will be
entitled for remuneration by way of commission, as payable to other Independent Directors of the Company, as may be decided by the Board
of Directors of the Company. The commission will be ascertained by way of fixed commission and remuneration as a member/ chairperson of
the Board Committee(s), and the same is payable on the basis of performance of the Company, profits and other parameters as determined
by the Board. He will not be entitled for any stock option pursuant to Employees Stock Option Schemes of the Company.
The Members of the Company had earlier 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. |
A copy of the draft letter of appointment, setting
out the terms and conditions of appointment of Mr. Mehta, 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 e-voting period.
In compliance with the provisions of Section 149 read
with Schedule IV to the Act and Regulations 17(1C) and 25(2A) of the SEBI Listing Regulations, the approval of the Members is sought for
the appointment of Mr. Sanjiv Soshil Mehta as an Independent Director of the Company, as a special resolution as set out above. The Board
is of the view that Mr. Mehta’s appointment, as an Independent Director, will be in the interest of the Company, considering his
rich experience, knowledge and expertise.
Except Mr. Mehta 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 this Postal Ballot Notice for approval of the members.
| Registered Office |
|
| 8-2-337, Road No. 3, Banjara Hills, |
By order of the Board of Directors |
| Hyderabad, Telangana- 500034, India |
For Dr. Reddy’s Laboratories Limited |
| CIN: L85195TG1984PLC004507 |
Sd/- |
| Tel-91-40-49002900, Fax-91-40-49002999 |
K Randhir Singh |
| Email: shares@drreddys.com |
Company Secretary, Compliance Officer |
| Website: www.drreddys.com |
and Head-CSR |
| Place: Hyderabad |
Membership No. F6621 |
| Date: January 12, 2024 |
|
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