Dr Reddy Laboratories : Corporate Governance report Q1 FY 2024

CORPORATE GOVERNANCE REPORT

1. Name of Listed Entity - Dr. Reddy's Laboratories Limited

2. Quarter ending

- 30 June 2023

1. Whether the Listed entity has a regular chairperson - Yes
2. Whether Chairperson is related to MD or CEO - No(1)

I. Composition of Board of Directors

	Titl	Name of the	DIN	PAN	Category	Date of	Date of	Initial	Date of re-	Date of	Tenure	No of	No of	No of	No of post of
	e	Director			(Chairperson	Birth	Special	date of	appointme	cessation	(in	Directors	Independe	memberships	Chairperson
	(Mr.				/Executive/N		Resoluti	Appoint	nt		months)	hip in	nt	in Audit/	in Audit/
	/Ms				on-		on under	ment				listed	Directorshi	Stakeholder	Stakeholder
	)				Executive/		Reg.					entities	p in listed	Committee(s	Committee
					Independent/		17(1A)					including	entities	) including	held in listed
					Nominee)		of					this	including	this listed	entities
							Listing					listed	this listed	entity	including
							Regs					entity	entity		this listed
															entity(3)
	Mr.	K Satish	00129701	AERPK6948L	Chairman	09.06.67	NA	18.01.93	01.10.17	-		1	0	1	0
		Reddy
	Mr.	G V Prasad	00057433	AAHPP9553C	Co-	22.11.60	NA	08.04.86	30.01.21	-		1	0	1	0
					Chairman &
					MD
	Ms.	Kalpana	00046081	AAGPM5926M	Independent	30.05.49	30.07.19	05.06.07	31.07.19	-	107	2	2	3	2
		Morparia			Director
	Mr.	Sridar	00278512	AACPI7514D	Independent	13.08.47	30.07.19	22.08.11	31.07.19	-	107	1	1	1	1
		Iyengar			Director
	Mr.	Leo Puri	01764813	AALPP0852A	Independent	03.01.61	NA	25.10.18	-	-	56	2	2	1	0
					Director
	Ms.	Shikha	00043265	ALFPS9244J	Independent	19.11.58	NA	31.01.19	-	-	53	5	4	3	0
		Sharma			Director
	Dr.	K P	01099097	AAEPK6039K	Independent	29.12.59	NA	07.01.22	07.01.22	-	18	2	2	2	1
		Krishnan			Director
	Ms.	Penny	09479493	ZZZZZ9999Z	Independent	13.12.65	NA	28.01.22	28.01.22	-	17	1	1	0	0
		Wan(2)			Director
	Mr.	Arun	09665138	CEPPK5686H	Independent	25.11.52	NA	01.08.22	01.08.22	-	11	1	1	1	0
		Madhavan			Director
		Kumar(2)
	Dr.	Claudio	10109819	ZZZZZ9999Z	Independent	05.05.59	NA	10.05.23	10.05.23	-	2	1	1	0	0
		Albrecht(4)			Director

Notes:

1.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.

2.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.

3.Committee Chairmanship includes Committee Membership.

4.Dr Claudio Albrecht was appointed as an Independent Director with effect from May 10, 2023.

KUMAR Digitally signed by KUMAR

RANDHI RANDHIR SINGH Date: 2023.07.18

R SINGH 16:17:27 +05'30'

1. 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	Sridar Iyengar	Independent Director	Chairperson	22-Aug-2011	-	-
2	Shikha Sharma	Independent Director	Member	31-Jan-2019	-	-
3	Kalpana Morparia	Independent Director	Member	02-Feb-2021	-	-
4	Dr K P Krishnan	Independent Director	Member	20-Jan-2022	-	-
5	Arun Madhavan Kumar	Independent Director	Member	01-08-2022	-	-

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

Independent Director

Chairperson

01-Aug-2014

-

-

2

K Satish Reddy

Chairman

Member

10-May-1994

-

-

3

G V Prasad

Co-Chairman & MD

Member

30-Oct-2000

-

-

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

Independent Director

Chairperson

31-Jan-2019

-

-

2

Sridar Iyengar

Independent Director

Member

22-Aug-2011

-

-

3

Leo Puri

Independent Director

Member

02-Feb-2021

-

-

4

Penny Wan

Independent Director

Member

28-Jan-2022

-

-

5

Claudio Albrecht

Independent Director

Member

10-05-2023

-

Inducted as a member of the

committee w.e.f May 10, 2023

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

Independent Director

Chairperson

02-Feb-2021

-

-

Dr K P Krishnan

Independent Director

Member

20-Jan-2022

-

-

3

Arun Madhavan

Independent Director

Member

10-Jan-2023

-

-

Kumar

KUMAR RANDHI R SINGH

Digitally signed by KUMAR RANDHIR SINGH Date: 2023.07.18 16:17:49 +05'30'

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		Dr K P Krishnan	Independent Director	Chairperson		30-Oct-2022	-	-
2		Kalpana Morparia	Independent Director	Member		30-Oct-2022	-	-
2		K Satish Reddy	Chairman	Member		31-Oct-2013	-	-
3		G V Prasad	Co-Chairman & MD	Member		31-Oct-2013	-	-
* Name of the CSR committee has been changed to Sustainability and Corporate Social responsibility committee w.e.f May 19, 2022
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	Dr Claudio Albrecht	Independent Director		Chairperson		Inducted as a member and appointed as a chairperson of the committee w.e.f
								May 10, 2023
2	Leo Puri	Independent Director		Member		-
3	Penny Wan	Independent Director		Member		-

1. Meeting of Board of Directors

Date(s) of Meeting( Date(s) of	Maximum gap between	Whether requirement of	Total number of	No. of Directors	No: of Independent
previous quarter and current	any two consecutive (in	Quorum met (Yes/No)	Directors as on date	Present	Directors attending
quarter in chronological	number of days)		of meeting		the meeting
order)
25-01-2023	88	Yes	9	9	7
20-03-2023	53	Yes	9	9	7
23-03-2023	2	Yes	9	9	7
10-05-2023	47	Yes	10	10	8

IV. Meeting of Committees

Name of the committee	Date(s) of Meeting(	Maximum	Whether	Total number of	No. of	No. of	Number of
	Date(s) of previous	gap between	requirement	Directors in the	Directors	Independent	members
	quarter and current	any two	of Quorum	Committee as on	Present	Directors	attending the
	quarter in	consecutive	met	the date of the		attending the	meeting
	chronological order)	(in number of	(Yes/No)	meeting		meeting	(other than
		days)
						Board of
							Directors)
Audit Committee	25-01-2023		Yes	5	5	5	0
Audit Committee	24-03-2023	57	Yes	5	5	5	0

KUMAR RANDH IR SINGH

Digitally signed by KUMAR RANDHIR SINGH Date: 2023.07.18 16:18:42 +05'30'

Audit Committee	10-05-2023	46	Yes	5	5	5	0
Nomination and	24-01-2023		Yes	3	3	3	0
Remuneration committee
Nomination and	09-05-2023		Yes	3	3	3	0
Remuneration committee		104
Stakeholders' Relationship	24-01-2023		Yes	3	3	1	0
Committee
Stakeholders' Relationship	09-05-2023		Yes	3	3	1	0
Committee		104
Corporate Social	24-01-2023		Yes	4	4	2	0
Responsibility Committee
Corporate Social	09-05-2023		Yes	4	4	2	0
Responsibility Committee		104
Risk Management	24-01-2023		Yes	4	4	4	0
Committee
Risk Management	09-05-2023		Yes	4	4	4	0
Committee		104
Science, Technology and	25-01-2023		Yes	2	2	2	0
Operations Committee
Science, Technology and	10-05-2023		Yes	2	2	2	0
Operations Committee		104

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. 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

1. 1. Audit Committee - Yes
   2. Nomination, Governance and Compensation (Nomination & Remuneration) Committee - Yes
   3. Stakeholders' Relationship Committee - Yes
   4. Risk Management Committee (applicable to the top 100 listed entities) - Yes
2. 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
3. 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

KUMA R RAND HIR SINGH

Digitally signed by

KUMAR

RANDHIR SINGH Date: 2023.07.18 16:19:06 +05'30'

5. 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, 2023 was placed before the Board of Directors at their meeting held on May 10, 2023 and this report for quarter ended June 30, 2023 will be placed before the Board of Directors at their forthcoming meeting to be held on July 26, 2023.

		KUMAR Digitally signed
		by KUMAR
		RANDHI RANDHIR SINGH
		Date: 2023.07.18
		R SINGH16:20:07 +05'30'
Name	:	K Randhir Singh
Designation	:	Company Secretary
Place	:	Hyderabad
Date	:	July 18, 2023