Date [ • ]


Dear [ • ],


I am pleased to confirm that the Board of Directors of Dr. Reddy’s Laboratories Limited (‘the Company’) has resolved to offer you a position as an Independent Director of the Company. The purpose of this letter is to outline the basis and expectations of this appointment.

You are requested to please sign and return the att ached copy in acknowledgement.

Term of Appointment

Your appointment will be for the period of [ • ] years subject to a yearly review. Please do read the Articles of Association of the Company to understand certain circumstances under which your appointment may cease.

Meetings and time involvement

  1. You will strive to attend all Board and Committee meetings. At present, there are 4-6 meetings per year, but there could be some more, when the situations so warrant.
  2. You will also strive to attend the general meetings of the Company. Please note that attendance at the annual general meeting is mandatory in case of Chairman of the Audit Committee and recommended in case of Chairman of the Nomination, Governance & Remuneration Committee.
  3. The independent Directors of the Company normally hold four meetings in a year — usually once in each quarter — without the presence of non-independent Directors and Management. It is expected that an independent Director of the Company shall be present at such meeting.

It is estimated that you would need to commit at least four days per quarter to fulfill your fiduciary duties as an independent Director, including preparing for meetings, attendance and undertaking allocated follow-up tasks, office and site visits as necessary, as well as being available for adhoc discussions from time-to-time.

Remuneration & Expenses

You will be entitled to remuneration by way of commission as applicable as per the provisions of Companies Act, 2013. For the Company, payment of commission is based on:

  • Number of Board and Committee meetings attended either physically or through video- conference.
  • Whether an independent Director is a member or Chairman of the different Board-level Committees.

In addition to the commission, you may also be paid sitting fees for attending the Board and Committee meetings, as may be approved by the Board , within the ceilings under the Companies Act, 2013.

You will be reimbursed for all approved expenses in curred in your role as a Director. In addition, should you be requested to perform other work for the Company, outside the scope of usual Directors’ duties, you shall be entitled to additional remuneration as agreed upon by the Chairperson or Lead Independent Director at the time.

Independence and Code of Conduct

The Company has a Code of Business Conduct and Ethics. This is attached with the letter for your reading. Please note that you need to comply with the requirements as stated in the Code. You also need to complete the Director’s Independence Assessment /confirmation and submit the same to us.

Fiduciary Duties

You shall:

  • Act in best long term interests of all shareholders /stakeholders of the Company.
  • Act without any conflict and always put the interes ts of the Company as paramount.
  • Make informed decisions and exercise due care and diligence in overseeing the management of the business of the Company.


In compliance with the requirements of the Companies Act, 2013, you are required to make certain disclosures related to and/or which might affect your role as a Director. These include:

  • Giving notice to the Board of any relevant or material personal interest or conflict in relation to the affairs or business of the Company;
  • Promptly advising details of any interests or changes thereto, in the Company’s securities.
  • The Code of Conduct for Prevention of Insider Trading deals with securities trading provisions. Acceptance of this letter indicates that you have read and understood the Code of Conduct. You will be required to affirm compliance with the Code on an annual basis.

Other Directorships

  • We request you to inform the Chairperson on accepting Directorships of other companies.
  • Should you retire/resign from the Board of Dr. Reddy ’s Laboratories Limited., we request you not to accept Directorships for a period of one year, of corporate and other entities which are in direct competition with the Company.

Director’s Performance Review

Your role in the Board and/or its Committees will be subject to review. The review process will be performed on a yearly basis.

Deed of Indemnity

Under the Articles of Association, you have certain rights regarding access to the Company’s documents and the right to be indemnified for certa in liabilities arising from exercising duties as a Director.

Directors’ Insurance

The Company maintains Directors & Officers (D&O) In surance for its Board members.

Independent Advice

In consultation with the Chairperson, you may seek independent professional advice, at the Company’s expense, on any matter connected with the discharge of your responsibilities as a Director. Copies of this advice may be made available to and for the benefit of all Board members.


In your role as a Director you will be in possession of confidential information about the Company and its affairs. You may only use that information in the proper performance of your duties or as required by law; you must not use it to gain advantage for yourself or others, or to the detriment of the Company.

We look forward to your acceptance of the abovementioned offer.

Yours sincerely,

[•] Chairperson, Nomination Governance and Compensation Committee.


Accepted Name [•]


Signature Date [•]