Dr Reddy Laboratories : Corporate Governance Report- June 2024

CORPORATE GOVERNANCE REPORT

1. Name of Listed Entity - DR REDDY'S LABORATORIES LIMITED

2. Quarter ending

- 30th June 2024

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

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:

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. 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
5. 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

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	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:

1. 1. "Nomination and Remuneration Committee" is known as "Nomination, Governance and Compensation Committee"
   2. "Corporate Social Responsibility Committee" is known as "Sustainability and Corporate Social Responsibility Committee"
2. 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

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
4. 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