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DR REDDYS LABORATORIES LTD Board/Management Information 2024
30528_rns_2024-04-25_984a98fc-ae15-43e7-8266-881b2ef7a2dc.pdf
Board/Management Information
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April 25, 2024
National Stock Exchange of India Ltd. (Stock Code: DRREDDY-EQ) BSE Limited (Stock Code: 500124) New York Stock Exchange Inc. (Stock Code: RDY) NSE IFSC Ltd. (Stock Code: DRREDDY)
Dear Sir/Madam,
Sub: Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations")
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we hereby inform that the Board of Directors of the Company at its meeting held today, i.e. on April 25, 2024, has approved the following:
1) Approval of Joint Venture Agreement between Dr. Reddy's Laboratories Limited and Nestlé India Limited, as Joint Venture Partners
Dr. Reddy's Laboratories Limited (the "Company") and Nestlé India Limited ("Nestlé India") have entered into a Joint Venture Agreement ("Agreement") for investment in Dr. Reddy's Nutraceuticals Limited ("JV Company").
2) Approval of changes in Senior Management Personnel
- a) Mr. Marc Kikuchi has resigned from the role of CEO of North America Generics. He will cease to be a member of the Management Council and Senior Management Personnel of the Company, effective from the close of working hours on May 24, 2024. The resignation letter received from Mr. Marc Kikuchi is annexed herewith; and
- b) Mr. Milan Kalawadia, currently Chief Commercial Officer- North America Generics is elevated to the role of CEO - North America and is also inducted as a Member of the Management Council and Senior Management Personnel of the Company, effective from May 25, 2024.
The details required under Regulation 30 of the SEBI Listing Regulations, read with SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, with respect to the above is given in Annexure enclosed herewith.
Kindly take the above on your record.
Thanking you.
Yours faithfully, For Dr. Reddy's Laboratories Limited
KUMAR RANDHIR SINGH Digitally signed by KUMAR RANDHIR SINGH Date: 2024.04.25 12:13:20 +05'30'
K Randhir Singh
Company Secretary, Compliance Officer and Head-CSR
Encl.: as above
Annexure
Disclosure under Part A Para A of Schedule III read with Regulation 30 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015
1) Approval of Joint Venture Agreement between Dr. Reddy's Laboratories Limited and Nestlé India Limited, as Joint Venture Partners
| Sl.No. | Particulars | Details |
|---|---|---|
| 1 | Name(s) of parties withwhom the agreement isentered | Execution of definitive Agreement by and between:Dr. Reddy's Laboratories Limited (the "Company");Nestlé India Limited ("Nestlé India") andDr. Reddy's Nutraceuticals Limited ("JV Company"); |
| 2 | Purpose of entering intothe agreement | The partnership will bring together the well-known global range ofnutritional health solutions as well as vitamin, minerals, herbals andsupplements (VMHS) of Nestlé Health Science (NHSc) with the strongand established marketing and commercial strengths of Dr. Reddy's inIndia. The joint venture will help the Company and Nestlé Indiacombinetheir strengths and grow their complementary nutraceuticals portfoliosin India and other agreed territories in the metabolic, hospitals nutrition,healthy ageing, general wellness, women's health and child nutritioncategories to take nutraceutical products to consumers across India. |
| 3 | Shareholding, if any, inthe entity with whom theagreement is executed | The present paid-up share capital of JV Company is Rs. 1(one)million, which is entirely held by the Company.Pursuant to the infusion of funds under the Joint Venture Agreement("Agreement") Dr. Reddy's will hold 51% and Nestlé India will hold49% of the paid-up share capital of the JV Company.Nestlé India will have a call option to increase shareholding after 6years at Fair Market Value. However, the Company shall continue tohold atleast 40% of the shareholding after Nestlé India exercises itscall option. |
| 4 | Significant terms of theagreement(inbrief)special rights like right toappointdirectors,firstright to share subscriptionin case of issuance ofshares, right to restrict anychange in capital structureetc. | Dr. Reddy's will hold 51% and Nestlé India will hold 49% of the paidshare capital of JV Company.After the expiration of the 6-year period, Nestlé India will have a calloption to increase its equity stake in the JV Company based on a fairmarket valuation. Should Nestlé India exercise such call option, thesamewill allow Nestlé India to own up to 60% of the JV Company.The Company shall continue to hold atleast 40% of the shareholding,after Nestlé India exercises its call option.Basis the aboveshareholding, boththe Company and Nestlé Indiawillhave right to appoint directors in equal number on the Board of theJV Company.During initial 6-years period, the CEO shall be appointed by theCompany. After 6-years period, the CEO shall be appointedby NestléIndia. |
| 5 | Whether, the said partiesare related to promoter/promotergroup/groupcompanies in any manner.Ifyes,natureofrelationship | JV Company is a related party to the Company.However, Nestlé India is not a related party to the Company or topromoter/ promoter group/ group companies. |
|---|---|---|
| 6 | Whether the transactionwould fall within relatedparty transactions? If yes,whether the same is doneat "arm's length" | Nestlé India is not a related party to the Company. However, the JVCompany is a wholly owned subsidiary of the Company as on date anda related party to the Company. The transaction would fall within relatedparty transactions and the same has been done at "arm's length". |
| 7 | In case of issuance ofsharestotheparties,details of issue price, classof shares issued | JV Company is a newly incorporated company on March 14, 2024.The Company and Nestlé India will hold equity shares in the ratio of51% and 49%, respectively, as stated above. |
| 8 | Anyotherdisclosuresrelatedtosuchagreements, viz., details ofnominee on the board ofdirectorsofthelistedentity, potential conflict ofinterest arising out of suchagreements, etc | Not applicable |
| 9 | In case of termination oramendment of agreement,listed entity shall discloseadditional details to thestock exchange(s):a)name of parties to theagreement;b)nature of theagreement;c)date of execution of theagreement;d)details of amendmentand impact thereof orreasons of terminationand impact thereof. | Not applicable |
Digitally signed by KUMAR RANDHIR SINGH Date: 2024.04.25 12:14:16 +05'30'
2) Approval of changes in Senior Management Personnel
| Particulars | Details |
|---|---|
| Reason for change | a)Resignation of Mr. Marc Kikuchifrom his position as CEO of NorthAmerica Generics. |
| re-appointment, | b)Appointment of Mr. Milan Kalawadia, as CEO of North America and |
| resignation, | inducted as a member of the Management Council as well as a Senior |
| Management Personnel of the Company. | |
| a)Mr. Marc Kikuchi will ceaseto be a member of the Management | |
| Council and Senior Management Personnel of the Company, effective | |
| from the close of working hours on May 24, 2024. | |
| b)Mr. Milan Kalawadia, appointed as CEO of North America and | |
| inducted as a Member of Management Council as well as a Senior | |
| Management Personnel of the Company, effective from May 25, 2024. | |
| The Board of the Directors has approved the induction of Mr. Milan | |
| appointment | Kalawadiaas a Member of the Management Council and Senior |
| Management Personnel at its meeting held on April 25, 2024. | |
| a)Not applicable | |
| caseof | b)The profile of Mr. Milan Kalawadiais annexed herewith. |
| appointment) | |
| Not applicable | |
| (incaseof | |
| appointmentofa | |
| director) | |
| viz.appointment,removal, death orotherwiseDateofappointment/reappointment/cessation(asapplicable);andtermofappointment/reBriefprofile(inDisclosureofrelationshipsbetweendirectors |
KUMAR RANDHIR SINGH
Digitally signed by KUMAR RANDHIR SINGH Date: 2024.04.25 12:14:39 +05'30'
Date: April 24, 2024
To: Erez Israeli Dr. Reddy's Laboratories Limited 8-2-337, Road No-3, Banjara Hills, Hyderabad, Telangana - 500034
Subject: Resignation
Dear Erez,
Please accept this letter as my formal resignation as CEO - North America Generics at Dr. Reddy's Laboratories, to pursue aspirations outside the Company. I will be available to the Company until May 24, 2024.
I am sincerely grateful for the opportunity given to me over the past 5 years to stabilize and grow the North America business. I am proud of our accomplishments, especially growing the business at a time when the overall industry shrank. More importantly, the team has strengthened its capabilities and come together to act as a unified team.
I thank you, Prasad and Satish for your support and guidance during my tenure. I have truly enjoyed my time at Dr. Reddy's and will leave with fond memories.
Thank you again for this fantastic opportunity and I wish the Company continued success.
Sincerely,
Marc Kikuchi
Profile of Mr. Milan Kalawadia
Mr. Milan Kalawadia has been appointed as Chief Executive Officer- North America and Management Council Member at Dr. Reddy's Laboratories effective from May 25, 2024. Milan has been an integral part of Dr. Reddy's for more than 18 years, contributing his expertise and strategic insight to various aspects of our operations. This included the three main verticals of the core North America business: Retail Rx, Hospital/Institution, and Private Label OTC divisions. Milan also led the early efforts to develop the strategies for the Biosimilars and the Self-care/Wellness business units in the US. During the last three years, Milan's efforts as Chief Commercial Office were instrumental in driving North America to three consecutive years of growth over the $1 billion revenue threshold.
During his impressive tenure at Dr. Reddy's, Milan has held various positions of increasing responsibility beginning in 2006. These roles have been in Finance, Investor Relations, Corporate/Business Development, Marketing, and Head of OTC and SRx divisions. There are many highlights to Milan's career. In 2010, Milan was instrumental in the restructuring of the OTC division, driving its initial growth through key launches and product acquisitions, most notably the Habitrol® Nicotine Replacement Therapy patch in 2014. In addition, he continued to drive growth within the SRx division with the establishment of the IDN Sales team in 2018 which focused on maximizing the value of our late-to-market launches. In 2020, Milan focused his efforts on reinvigorating the Product Management process to ensure efficient management of its ever-expanding 250+ product portfolio and driving growth by strengthening our strategic partnerships with key customers. More recently, Milan played a critical role in driving various new growth initiatives including the acquisition of OTC brands; the development of our e-commerce presence on Amazon; and engaging with alternate channel partners.
Milan holds a Bachelor of Science degree in Management Science and Information Systems from Rutgers University, School of Business; and an MBA from Carnegie Mellon University, Tepper School of Business.