As filed with the U.S. Securities and Exchange Commission on November 9, 2006
Registration No. 333-


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

DR. REDDY'S LABORATORIES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)

n/a
(Translation of issuer's name into English)

India
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________

Viswanatha R. Bonthu
200 Somerset Corporate Boulevard (Bldg II, 7th Floor)
Bridgewater, New Jersey 08807
(908) 203-4916

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
 
Scott A. Ziegler, Esq.
 
Sara Hanks
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000

It is proposed that this filing become effective under Rule 466
x   immediately upon filing
o   on (Date) at (Time)        

If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering
price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of Dr. Reddy's Laboratories Limited
100,000,000
American Depositary Shares
$0.05
$5,000,000
$535
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-13312.


 
 

 


PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Amendment to Deposit Agreement filed as Exhibit (a)(3) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
 
(1)
Name and address of Depositary
 
Introductory paragraph and bottom of face of American Depositary Receipt
(2)
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
   
Terms of Deposit:
   
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
 
(ii)
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
 
(iii)
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
 
(iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (8) and (12)
 
(v)
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
 
(vii)
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
Paragraph (3)
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
 
(x)
Limitation upon the liability of the Depositary
 
Paragraph (14)
(3)
Fees and Charges
 
Paragraph (7)


 
 

 

Item 2. AVAILABLE INFORMATION
 
Item Number and Caption
 
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
 
(b)
Statement that Dr. Reddy's Laboratories Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
Paragraph (8)


 
 

 

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement. Form of Deposit Agreement among Dr. Reddy's Laboratories Limited, JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement") was previously filed as Exhibit (a) to Registration Statement 333-13312.
 
 
(a)(2)
Form of Amendment No. 1 to Deposit Agreement. Form of Amendment No. 1 to Deposit Agreement was previously filed as Exhibit (a)(2) to Post-Effective Amendment to Registration Statement No. 333-13312.
 
 
(a)(3)
Form of Amendment No. 2 to Deposit Agreement. Form of Amendment No. 2 to Deposit Agreement, including the form of ADR, is filed herewith as Exhibit (a)(3).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e).
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 

 
 

 

SIGNATURE
 

 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 9, 2006.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
     
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
     
     
     
 
By:
/s/Joseph M. Leinhauser .
 
Name:
Joseph M. Leinhauser
 
Title:
Vice President
 

 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Dr. Reddy's Laboratories Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on October 27, 2006.
 

 
DR. REDDY'S LABORATORIES LIMITED
   
   
 
By:/s/G.V. Prasad                              
 
Name: G.V. Prasad
 
   
   
 
By:/s/Saumen Chakraborty               
 
Name: Saumen Chakraborty
 
Title:   Chief Financial Officer

POWER OF ATTORNEY

We, the undersigned directors and officers of Dr. Reddy’s Laboratories Limited, do hereby constitute and appoint G.V. Prasad and Saumen Chakraborty, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, to do any and all acts and things in our respective names and on our respective behalves in the capacities indicated below that G.V. Prasad and Saumen Chakraborty, or any one of them, may deem necessary or advisable to enable Dr. Reddy’s Laboratories Limited to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but not limited to, power and authority to sign for us in our respective names in the capacities indicated below any and all amendments (including post-effective amendments) hereto and to file the same, with all exhibits thereto and other documents therewith, with the Securities and Exchange Commission; and we do hereby ratify and confirm that G.V. Prasad and Saumen Chakraborty, or any of them, shall do or cause to be done by virtue hereof. This power of attorney shall be governed by New York Law.
 

 
 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated as of the dates set forth below.
 

Signature
 
Title
 
Date
         
         
         
/s/Dr. K. Anji Reddy
 
Chairman
 
October 27, 2006
Dr. K. Anji Reddy
       
         
         
         
/s/Mr. G.V. Prasad
 
Chief Executive Officer and Vice
 
October 27, 2006
Mr. G.V. Prasad
 
Chairman
   
         
         
         
/s/Mr. Satish Reddy Kallam
 
Chief Operating Officer and
 
October 27, 2006
Mr. Satish Reddy Kallam
 
Managing Director
   
         
         
         
/s/Mr. Anupam Puri
 
Director
 
October 27, 2006
Mr. Anupam Puri
       
         
         
         
/s/Prof Krishna G. Palepu
 
Director
 
November 7, 2006
Prof. Krishna G. Palepu
       
         
         
         
/s/Dr. Omkar Goswami
 
Director
 
October 27, 2006
Dr. Omkar Goswami
       
         
         
         
/s/Mr. P.N. Devarajan
 
Director
 
October 27, 2006
Mr. P.N. Devarajan
       
         
         
         
/s/Mr. Ravi Bhoothalingam
 
Director
 
October 27, 2006
Mr. Ravi Bhoothalingam
       
         
         
         
/s/Mr. Saumen Chakraborty
 
Chief Financial Officer
 
October 27, 2006
Mr. Saumen Chakraborty
       
         
         
         
/s/Viswanatha R. Bonthu
 
Authorized Representative in the
 
October 27, 2006
Mr. Viswanatha R. Bonthu
 
United States
   


 
 

 

INDEX TO EXHIBITS

Exhibit Number
   
(a)(3)
 
Form of Amendment to Deposit Agreement.
(d)
 
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)
 
Rule 466 Certification