CORPORATE GOVERNANCE REPORT
1. Name of Listed Entity - DR REDDY'S LABORATORIES LIMITED
2. Quarter ending | - 30th June 2024 |
- Whether the Listed entity has a regular chairperson - Yes
- Whether Chairperson is related to MD or CEO - No(1)
I. Composition of Board of Directors | |||||||||||||||
Titl | Name of | DIN | PAN | Category | Date of | Wheth | Date of | Initial | Date of | Date of | Tenure | No of | No of | No of | No of post |
e | the | (Chairperson | Birth | er | Special | date of | re- | cessation | (in | Director | Independe | membership | of | ||
(Mr | Director | /Executive/N | Direct | Resolutio | Appointm | appoint | months | ship in | nt | s in Audit/ | Chairperson | ||||
./M | on- | or | n under | ent | ment | ) | listed | Directorsh | Stakeholder | in Audit/ | |||||
s) | Executive/ | disqual | Reg. | entities | ip in listed | Committee( | Stakeholder | ||||||||
Independent/ | ified | 17(1A) of | includin | entities | s) including | Committee | |||||||||
Nominee) | (Yes/n | Listing | g this | including | this listed | held in | |||||||||
o) | Regs | listed | this listed | entity | listed | ||||||||||
entity | entity | entities | |||||||||||||
including | |||||||||||||||
this listed | |||||||||||||||
entity(3) | |||||||||||||||
Mr. | K Satish | 00129701 | - | Executive | 09.06.67 | No | NA | 18.01.93 | 01.10.22 | - | 1 | 0 | 1 | 0 | |
Reddy | Director, | ||||||||||||||
Chairperson | |||||||||||||||
Mr. | G V Prasad | 00057433 | - | Executive | 22.11.60 | No | NA | 08.04.86 | 30.01.21 | - | 1 | 0 | 1 | 0 | |
Director | |||||||||||||||
Mrs | Kalpana | 00046081 | - | Non- | 30.05.49 | No | 30.07.19 | 31.07.14 | 31.07.19 | - | 119 | 2 | 2 | 3 | 2 |
. | Morparia | Executive - | |||||||||||||
Independent | |||||||||||||||
Director | |||||||||||||||
Mr. | Leo Puri(4) | 01764813 | - | Non- | 03.01.61 | No | No | 25.10.18 | 25.10.23 | - | 68 | 2 | 2 | 1 | 0 |
Executive - | |||||||||||||||
Independent | |||||||||||||||
Director | |||||||||||||||
Mrs | Shikha | 00043265 | - | Non- | 19.11.58 | No | No | 31.01.19 | 31.01.24 | - | 65 | 5 | 4 | 4 | 0 |
. | Sharma(5) | Executive - | |||||||||||||
Independent | |||||||||||||||
Director | |||||||||||||||
Mr. | K P | 01099097 | - | Non- | 29.12.59 | No | No | 07.01.22 | 07.01.22 | - | 30 | 2 | 2 | 3 | 1 |
Krishnan | Executive - | ||||||||||||||
Independent | |||||||||||||||
Director | |||||||||||||||
Ms. | Penny | 09479493 | - | Non- | 13.12.65 | No | No | 28.01.22 | 28.01.22 | - | 29 | 1 | 1 | 0 | 0 |
Wan(2) | Executive - | ||||||||||||||
Independent | |||||||||||||||
Director | |||||||||||||||
Mr | Arun | 09665138 | - | Non- | 25.11.52 | No | No | 01.08.22 | 01.08.22 | - | 23 | 1 | 1 | 1 | 1 |
Madhavan | Executive - | ||||||||||||||
Kumar | Independent | ||||||||||||||
Director | |||||||||||||||
Mr. | Claudio | 10109819 | - | Non- | 05.05.59 | No | No | 10.05.23 | 10.05.23 | - | 14 | 1 | 1 | 0 | 0 |
Albrecht(2) | Executive - | ||||||||||||||
Independent | |||||||||||||||
Director | |||||||||||||||
Mrs | Alpna Seth | 01183914 | - | Non- | 29.08.63 | No | No | 19.09.23 | 19.09.23 | - | 10 | 1 | 1 | 0 | 0 |
Executive - |
Independent | |||||||||||||
Director | |||||||||||||
Mr. Sanjiv | 06699923 | - | Non- | 09.07.60 | No | No | 29.12.23 | 29-12- | 6 | 1 | 1 | 1 | 0 |
Mehta | Executive - | 2023 | |||||||||||
Independent |
Director
Notes:
- Mr. K Satish Reddy (Chairman) and Mr. G V Prasad (Co-Chairman and MD) are not relatives as per the definition of the term 'relative' defined under the Companies Act, 2013. However, Mr. K Satish Reddy and Mr. G V Prasad are brothers-in-law.
- Ms. Penny Wan and Dr. Claudio Albrecht, being foreign nationals, do not have PAN. Hence their PAN no. is entered as ZZZZZ9999Z, as suggested by the exchanges earlier.
- Committee Chairmanship includes Committee Membership.
- Mr. Leo Puri was reappointed at the Annual general meeting of the Company held on July 27, 2023, for a further period of 5 years w.e.f. October 25, 2023
- Mrs. Shikha Sharma was reappointed at the Annual general meeting of the Company held on July 27, 2023, for a further period of 5 years w.e.f. January 31, 2024
- Composition of Committees
Audit Committee | |||||||
Whether the Audit Committee has a regular chairperson | - Yes | ||||||
Sr. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks | |
No. | |||||||
1 | Arun Madhavan Kumar | Non-Executive - | Chairperson | 01-08-2022 | - | - | |
Independent Director | |||||||
2 | Kalpana Morparia | Non-Executive - | Member | 02-02-2021 | - | - | |
Independent Director | |||||||
3 | Shikha Sharma | Non-Executive - | Member | 31-01-2019 | - | - | |
Independent Director | |||||||
4 | K P Krishnan | Non-Executive - | Member | 20-01-2022 | - | - | |
Independent Director | |||||||
Nomination, Governance and Compensation Committee (Nomination and Remuneration Committee) | |||||||
Whether the Nomination, Governance and Compensation Committee has a regular chairperson | - Yes | ||||||
Sr. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks | |
No. | |||||||
1 | Kalpana Morparia | Non-Executive - | Chairperson | 02-02-2021 | - | - | |
Independent Director | |||||||
2 | K P Krishnan | Non-Executive - | Member | 20-01-2022 | - | - | |
Independent Director | |||||||
3 | Arun Madhavan | Non-Executive - | Member | 10-01-2023 | - | - | |
Kumar | Independent Director | ||||||
4 | Leo Puri | Non-Executive - | Member | 27-10-2023 | - | - | |
Independent Director | |||||||
5 | Sanjiv Mehta | Non-Executive - | Member | 30-01-2024 | - | - | |
Independent Director |
Stakeholders' Relationship Committee
Whether the Stakeholders' Relationship Committee has a regular chairperson - Yes
Sr. No. | Name of the Director | Category | Chairperson/Membership Date of Appointment | Date of Cessation | Remarks | ||
1 | Kalpana Morparia | Non-Executive - | Chairperson | 01-08-2014 | - | - | |
Independent Director | |||||||
2 | GV Prasad | Executive Director | Member | 30-10-2000 | - | - | |
3 | K Satish Reddy | Executive Director | Member | 10-05-1994 | - | - | |
Risk Management Committee | |||||||
Whether the Risk Management Committee has a regular chairperson - Yes | |||||||
Sr. No. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks | |
1 | Shikha Sharma | Non-Executive - | Chairperson | 30-01-2019 | - | - | |
Independent Director | |||||||
2 | Penny Wan | Non-Executive - | Member | 28-01-2022 | - | - | |
Independent Director | |||||||
3 | Claudio Albrecht | Non-Executive - | Member | 10-05-2023 | - | - | |
Independent Director | |||||||
4 | Alpna Seth | Non-Executive - | Member | 30-01-2024 | - | - | |
Independent Director | |||||||
Sustainability & Corporate Social Responsibility Committee | |||||||
Whether the Corporate Social Responsibility Committee has a regular chairperson - Yes | |||||||
Sr. | Name of the Director | Category | Chairperson/Membership | Date of Appointment | Date of Cessation | Remarks | |
No. | |||||||
1 | K P Krishnan | Non-Executive - | Chairperson | 30-10-2022 | - | - | |
Independent Director | |||||||
2 | Kalpana Morparia | Non-Executive - | Member | 30-10-2022 | - | - | |
Independent Director | |||||||
3 | G V Prasad | Executive Director | Member | 31-10-2013 | - | - | |
4 | K Satish Reddy | Executive Director | Member | 31-10-2013 | - | - | |
5 | Sanjiv Mehta | Non-Executive - | Member | 30-01-2024 | - | - | |
Independent Director | |||||||
Science, Technology and Operations Committee | |||||||
Whether the Science, Technology and Operations Committee has a regular chairperson - Yes | |||||||
Sr. | Name of the Director | Category | Chairperson/Membership | Remarks | |||
No. | |||||||
1 | Claudio Albrecht | Non-Executive - | Chairperson | - | |||
Independent Director | |||||||
2 | Leo Puri | Non-Executive - | Member | - | |||
Independent Director | |||||||
3 | Penny Wan | Non-Executive - | Member | - | |||
Independent Director | |||||||
4 | Alpna Seth | Non-Executive - | Member | - | |||
Independent Director |
5 | Sanjiv Mehta | Non-Executive - | Member | - |
Independent Director |
Notes:
- "Nomination and Remuneration Committee" is known as "Nomination, Governance and Compensation Committee"
- "Corporate Social Responsibility Committee" is known as "Sustainability and Corporate Social Responsibility Committee"
- Meeting of Board of Directors
Date(s) of Meeting (dates of | Maximum gap between | Whether requirement of | Total no. of Directors as |
previous quarter and current | any two consecutive (in | Quorum met (Yes/No) | on date of meeting |
quarter in chronological order) | number of days) | ||
30.01.2024 | Yes | 11 | |
22.03.2024 | 51 | Yes | 11 |
07-05-2024 | 45 | Yes | 11 |
19-05-2024 | 11 | Yes | 11 |
No. of Directors Present | No: of Independent Directors |
(All directors including | attending the meeting |
Independent Director) | |
11 | 9 |
10 | 8 |
11 | 9 |
11 | 9 |
IV. Meeting of Committees | |||||||
Name of the committee | Date(s) of | Maximum | Whether | Total no. of | No. of | No. of Independent | No. of members |
meeting (dates of | gap | requirement of | Directors as | Directors(including | Directors attending | attending the | |
previous quarter | between | Quorum met | on date of | Independent | the meeting | meeting (other | |
and current | any two | (Yes/No) | meeting | Directors) | than Board of | ||
quarter in | consecutive | Directors) | |||||
chronological | (in number | ||||||
order) | of days) | ||||||
Audit committee | 30-01-2024 | Yes | 4 | 4 | 4 | 0 | |
Audit committee | 21-03-2024 | 50 | Yes | 4 | 3 | 3 | 0 |
Audit Committee | 06-05-2024 | 45 | Yes | 4 | 4 | 4 | 0 |
Nomination and remuneration committee | 29-01-2024 | Yes | 4 | 4 | 4 | 0 | |
Nomination and remuneration committee | 06-05-2024 | 97 | Yes | 5 | 5 | 5 | 0 |
Nomination and remuneration committee | 07-05-2024 | 0 | Yes | 5 | 5 | 5 | 0 |
Stakeholders' Relationship committee | 29-01-2024 | Yes | 3 | 3 | 1 | 0 | |
Stakeholders' Relationship committee | 06-05-2024 | Yes | 3 | 3 | 1 | 0 | |
Risk Management Committee | 29-01-2024 | Yes | 3 | 3 | 3 | 0 | |
Risk Management Committee | 06-05-2024 | Yes | 4 | 4 | 4 | 0 | |
Corporate Social Responsibility committee | 29-01-2024 | Yes | 4 | 4 | 2 | 0 | |
Corporate Social Responsibility committee | 06-05-2024 | Yes | 5 | 5 | 3 | 0 | |
Science, Technology and Operations | Yes | ||||||
Committee | 29-01-2024 | 4 | 4 | 4 | 0 | ||
Science, Technology and Operations | Yes | ||||||
Committee | 07-05-2024 | 5 | 5 | 5 | 0 |
V. | Related Party Transactions | |
Subject | Compliance status (Yes/No/NA) | |
Whether prior approval of audit committee obtained | Yes | |
Whether shareholder approval obtained for material RPT | Not Applicable |
Whether details of RPT entered into pursuant to omnibus approval have been | Yes |
reviewed by Audit Committee |
Note: Pursuant to Regulation 23(5) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 any transactions entered into between a holding company and its wholly owned subsidiary do not require approval of shareholders.
VI. | Details of Cyber Security Incidence | |||
Details of Cyber security incidence | ||||
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or | ||||
breaches or loss of data or documents during the quarter | No | |||
Date of the event | Brief details of the event | |||
VII. | Affirmations | |||
Annexure I | ||||
1. | The composition of Board of Directors is in terms of SEBI (Listing Obligations and Disclosure | Requirements) Regulations, 2015. - Yes | ||
2. | The composition of the following committees is in terms of SEBI(Listing Obligations and Disclosure | Requirements) Regulations, 2015 |
- Audit Committee - Yes
- Nomination, Governance and Compensation (Nomination & Remuneration) Committee - Yes
- Stakeholders' Relationship Committee - Yes
- Risk Management Committee (applicable to the top 100 listed entities) - Yes
- The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. - Yes
- The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.- Yes
- a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. - Yes b. Any comments/observations/advice of Board of Directors may be mentioned here:
The corporate governance report for the quarter ended March 31, 2024, was placed before the Board of Directors at their meeting held on May 7, 2024, this report for quarter ended June 30, 2024, will be placed before the Board of Directors at their meeting.
Name | : | K Randhir Singh |
Designation | : | Company Secretary, Compliance Officer & Head-CSR |
Place | : | Hyderabad |
Date | : | 16-07-2024 |
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Dr. Reddy's Laboratories Limited published this content on 16 July 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 July 2024 13:27:03 UTC.