Good Health Can’t Wait.

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Good Health Can’t Wait. Dr. Reddy’s Laboratories Limited ANNEXURE - III SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] The Members Dr. Reddy’s Laboratories Limited 8-2-337, Banjara Hills Road No. 3 Hyderabad – 500 034 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dr. Reddy’s Laboratories Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2015 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the Audit Period); (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period); (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period); and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period). (vi) I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof the Company has complied with the following laws applicable specifically to the Company: (a) Drugs and Cosmetics Act, 1940 and Rules made thereunder; and (b) Drugs Price Control Order, 2013 and notifications made thereunder. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India (Not notified, hence not applicable to the Company during the audit period); and (ii) The Listing Agreements entered into by the Company with Stock Exchanges. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The re-appointment of the Board of Directors that took place during the period under review was carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. I further report that there are adequate systems and processes in the Company to commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period there were no specific events/actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, guidelines and standards. Dr. K R Chandratre FCS No. 1370 Certificate of Practice No. 5144 Dated: 12 May 2015 Place: Pune 92
Statutory Reports • Board’s Report Annual Report 2014 - 15 ANNEXURE - IV ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) 1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs: The Board has approved the CSR Policy of the Company. It can be viewed at www.drreddys.com/investors/popups/csrpolicy.html. 2. The Composition of the CSR Committee: The CSR Committee was constituted by the Board of Directors at its meeting held on 31 October 2013. It comprises of Mr. Ravi Bhoothalingam (Independent Director) as Chairman, Mr. G V Prasad and Mr. Satish Reddy. 3. Average net profit of the company for last three financial years: ` 18,307,819,987 4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above): ` 366,156,400 5. Details of CSR spent during the financial year: (a) Total amount to be spent for the financial year; ` 366,156,400 (b) Amount unspent, if any; ` 74,491,406 (c) Manner in which the amount spent during the financial year is detailed below. (A) (B) ( C) (D) (E) (F) (G) (H) S. NO CSR PROJECT OR ACTIVITIES IDENTIFIED 1 DRF Youth livelihood & People with Disability programs 2 Employment enhancing vocation skills and livelihood enhancement projects around CTO-5 Miryalguda 3 Quality Education program in Government Schools -SIP SECTOR IN WHICH THE PROJECT IS COVERED PROJECTS OR PROGRAMS (1) LOCAL AREA OR OTHER (2) SPECIFY THE STATE & DISTRICTS WHERE PROJECTS OR PROGRAMS WAS UNDERTAKEN AMOUNT OUTLAY (BUDGET) PROJECT OR PROGRAM WISE FOR FY2015 AMOUNT SPENT ON THE PROJECTS OR PROGRAMS (1) DIRECT EXPENDITURE ON PROJECTS ** (2) OVERHEADS ** CUMULATIVE EXPENDITURE UPTO THE REPORTING PERIOD AMOUNT SPENT: DIRECT OR THROUGH IMPLEMENTING AGENCY Livelihoods Across India 120,000,000 121,110,000 121,110,000 Implementing Agency - Dr. Reddy's Foundation Livelihood Education In vicinity of plant locations In vicinity of plant locations 40,000,000 4,420,500 4,420,500 Direct 23,837,350 23,837,350 Implementing Agency - Dr. Reddy's Foundation 4 DRF education programs Education In & around Hyderabad 38,000,000 38,000,000 38,000,000 Implementing Agency - Dr. Reddy's Foundation 5 Supporting and subsidizing quality education through Pudami Neighborhood Schools 6 Supporting Girl Child for education through Nanhi Kali program 7 Community Health Improvement Program in Maternal and Child Health 8 Providing safe drinking water to community in villages 9 Eye screening programmes at schools in villages Education In & around Hyderabad 30,000,000 30,000,000 30,000,000 Implementing Agency - Pudami Education Society Education Health Health Health States of Telangana & AP In vicinity of plant locations In vicinity of plant locations In vicinity of plant locations 350,000 347,600 347,600 Implementing Agency - K C Mahindra Trust 6,000,000 5,535,422 5,535,422 Implementing Agency - Nice Foundation 1,600,000 1,615,200 1,615,200 Direct 350,000 363,775 363,775 Direct 93
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Notice Annual Report 2014 - 15 NOTI
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E-Voting Annual Report 2014 - 15 IN
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Dr. Reddy’s Laboratories Limited
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The future belongs, not to those wh
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