Good Health Can’t Wait.

Statutory Reports • Board’s Report
Annual Report 2014 - 15
2. accounting policies have been
selected and applied consistently.
Judgments and estimates made are
reasonable and prudent, so as to
give a true and fair view of the state
of affairs of the Company at the end
of FY2015 and of the profit of the
Company for that period;
3. proper and sufficient care has
been taken to maintain adequate
accounting records in accordance
with the provisions of this Act for
safeguarding the assets of the
Company and for preventing
and detecting fraud and other
irregularities;
4. annual accounts have been prepared
on a going concern basis;
5. adequate internal financial controls
for the Company to follow have been
laid down and these are operating
effectively; and
6. proper and adequate systems have
been devised to ensure compliance
with the provisions of all applicable
laws and these systems are operating
effectively.
RELATED PARTY
TRANSACTIONS
In accordance with Section 134(3)
(h) of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts)
Rules, 2014, the particulars of contract
or arrangement entered into by the
Company with related parties referred
to in Section 188(1) in Form AOC-2 is
attached as “Annexure II”.
The details of related party disclosures
form part of the notes to the financial
statements provided in this annual
report.
VIGIL MECHANISM/WHISTLE
BLOWER POLICY
The Company has an Ombudsperson
policy (Whistle-Blower/Vigil
mechanism) to report concerns. Under
this policy, provisions have been
made to safeguard persons who use
this mechanism from victimization.
An Audit Committee member is the
Chief Ombudsperson. The policy also
provides access to the chairperson of
the Audit Committee under certain
circumstances. The details of the
procedure are also available on the
Company’s www.drreddys.com/
investors/pdf/cobe-booklet-2014.pdf.
AUDITORS
STATUTORY AUDITORS
The shareholders at their 30th Annual
General Meeting (AGM) held on 31 July
2014, approved the re-appointment
of M/s. B S R & Co. LLP., Chartered
Accountants, as statutory auditors of
the Company, to hold office from the
conclusion of the 30th AGM up to the
conclusion of the 32nd AGM.
In terms of first proviso of Section
139 of the Companies Act, 2013, the
appointment of the auditors is subject
to ratification by the shareholders at
every subsequent AGM. Accordingly,
the statutory auditors, M/s. B S R &
Co. LLP, Chartered Accountants, have
confirmed their eligibility under Section
141 of the Companies Act, 2013, Rule 4
of the Companies (Audit and Auditors)
Rules, 2014 and Clause 41(I)(h) of the
Listing Agreement.
The Audit Committee and the Board of
Directors recommend the appointment
of M/s. B S R & Co. LLP, Chartered
Accountants, as statutory auditors of
the Company from the conclusion of
the 31st AGM till the conclusion of the
32nd AGM, to the shareholders for
ratification.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the
Companies Act, 2013 and the
Companies (Appointment &
Remuneration of Managerial Personnel)
Rules, 2014, Dr. K R Chandratre,
practicing Company Secretary was
appointed to conduct the secretarial
audit of the Company for FY2015. The
secretarial audit report for FY2015 is
attached as “Annexure III”.
Basing on the consent received from
Dr. K R Chandratre, practicing Company
Secretary and the recommendations
of the Audit Committee, the Board has
appointed Dr. K R Chandratre, practicing
Company Secretary, as secretarial auditor
of the Company for FY2016.
COST AUDITORS
Pursuant to Section 148 of the
Companies Act, 2013 read with the
Companies (Audit and Auditors)
Rules, 2014 and the Companies (Cost
Records and Audit) Amendment
Rules, 2014, the Company maintains
the cost audit records in respect of its
pharmaceutical business. Your Board
has, on the recommendation of the
Audit Committee, appointed M/s. Sagar
& Associates as cost auditors of the
Company for FY2016. The provisions
also require that the remuneration of
the cost auditors be ratified by the
shareholders.
The cost audit report will be filed with the
Central Government within the stipulated
timeline. As a matter of record, relevant
cost audit reports for FY2014 were
filed on 26 September 2014, within the
stipulated timeline.
BOARD’S RESPONSE ON
AUDITORS QUALIFICATION,
RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE
There are no qualifications, reservations
or adverse remarks made by the
statutory auditors in their report or by
the Company Secretary in practice in the
secretarial audit report.
SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE
COURTS/REGULATORS
During FY2015, there were no significant
and/or material orders, passed by any
Court or Regulator or Tribunal, which may
impact the going concern status or the
Company’s operations in future.
CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
As per Section 135 of the Companies
Act, 2013, the Company has a Corporate
Social Responsibility (CSR) Committee
of its Board of Directors. The Committee
comprises of Mr. Ravi Bhoothalingam
(Chairman), Mr. G V Prasad and
Mr. Satish Reddy.
During the year, the Committee
formulated and recommended a CSR
policy to the Board. Our CSR policy
provides a constructive framework to
review and organize our social outreach
programs in the areas of health,
livelihood and education. The policy
enables a deeper understanding of
outcome focused social development
through diverse collaborations.
Details about the CSR policy and
initiatives taken by the Company during
the year are available on the Company’s
website, www.drreddys.com. The Report
on CSR activities of the Company is
attached as “Annexure IV”.
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