AI assistant
Neuland Laboratories Limited. — Proxy Solicitation & Information Statement 2025
Sep 17, 2025
62255_rns_2025-09-17_2be58dbc-2744-4daa-8723-305287680dce.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [595 x 124] intentionally omitted <==
September 17, 2025
To BSE Limited The National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, 25[th] Floor, Exchange Plaza, Dalal Street, Mumbai – 400 001 Bandra Kurla Complex Bandra (E), Mumbai – 400 001 Scrip Code: 524558 Scrip Code: NEULANDLAB; Series: EQ
Dear Sir/Madam,
Sub: Corrigendum to the Postal Ballot Notice dated July 31, 2025
We refer to our letter dated August 26, 2025, enclosing the Postal Ballot Notice dated July 31, 2025. Please find enclosed a Corrigendum to the said Postal Ballot Notice.
The Corrigendum is also available on the Company’s website and can be accessed at the following link https://www.neulandlabs.com/sites/neulandlabs/files/neuland- - labs/Investors/postal ballots/fy2025 26/Postal_Ballot_Notice_dated_July31_2025.pdf
Further, please note that this corrigendum, along with the Postal Ballot Notice revised with the stated correction is being sent through electronic mode to those Members whose email address is registered with the Company / depository participant(s) as on the cutoff date i.e. August 22, 2025, and published in those newspapers wherein the postal ballot advertisement was published earlier.
This is for your information and records.
Thanking you
Yours Sincerely,
For Neuland Laboratories Limited
SARADA Digitally signed by SARADA BHAMIDIPATI BHAMIDIPATI Date: 2025.09.17 16:08:10 +05'30'
Sarada Bhamidipati Company Secretary
Encl: As above
==> picture [596 x 45] intentionally omitted <==
==> picture [150 x 48] intentionally omitted <==
Corrigendum to the Postal Ballot Notice dated July 31, 2025, of Neuland Laboratories Limited (“Company”)
This is with reference to the Notice of Postal Ballot dated July 31, 2025, issued to the members of Neuland Laboratories Limited (“Company”) and ongoing e-voting available from Thursday, August 28, 2025, 09:00 A.M. (IST) to Friday, September 26, 2025, 05:00 P.M. (IST).
Members are hereby informed that a typographical error has been identified in the proposed Special Resolution contained in the Postal Ballot Notice dated July 31, 2025, relating to the end of term of appointment of Dr. Ravi Shankar Gopinath as an Independent Director, wherein the end date of the term of five consecutive years commencing from August 1, 2025, was inadvertently mentioned as July 31, 2025, instead of the correct date, July 31, 2030 .
Members may please note that this corrigendum is clarificatory in nature and being issued to ensure accuracy and transparency in the records. There is no change in the other contents of the said Special Resolution, except for the correction of the typo. The revision set out below shall be deemed to form an integral part of the Special Resolution contained in the Postal Ballot Notice dated July 31, 2025, and the Resolution shall stand revised accordingly.
| Existing Content of last 2 lines of para 1 of proposed Special Resolution: |
Revised Content of last 2 lines of para 1 of proposed Special Resolution: |
|---|---|
| “……. Independent Director of the Company for a term of five consecutive years effective from August 1, 2025 till July 31, 2025 and shall not be liable to retire byrotation.” |
“……. Independent Director of the Company for a term of five consecutive years effective from August 1, 2025, till July 31, 2030, and shall not be liable to retire byrotation.” |
On and from the date hereof, the Postal Ballot Notice shall always be read in conjunction with this Corrigendum as uploaded on the website of the Company at www.neulandlabs.com and website of National Securities Depositories Limited (NSDL), www.evoting.nsdl.com, and Stock Exchanges i.e., www.bseindia.com and www.nseindia.com. The copy of the Postal Ballot Notice incorporating the above correction is enclosed.
All other contents / information mentioned in the Postal Ballot Notice dated July 31, 2025, shall remain unchanged.
By Order of the Board of Directors For Neuland Laboratories Limited
Sd/-
Place : Hyderabad Dr. Davuluri Rama Mohan Rao Date : September 17, 2025 Executive Chairman DIN: 00107737
==> picture [596 x 45] intentionally omitted <==
==> picture [135 x 47] intentionally omitted <==
NEULAND LABORATORIES LIMITED
(CIN: L85195TG1984PLC004393)
Registered Office: 11th Floor (5th Office Level), Phoenix IVY Building, Plot No. 573A-III, Road No.82, Jubilee Hills, Hyderabad - 500033, Telangana, India.
E-mail: [email protected], website: www.neulandlabs.com, Tel: +91-40-30211600.
POSTAL BALLOT NOTICE
(Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014) and the Circulars issued by the Ministry of Corporate Affairs, Government of India)
Dear Member(s),
Notice is hereby given that pursuant to Section 110 of the Companies Act, 2013 (hereinafter referred to as “the Act”) and other applicable provisions, if any, of the Act, read together with Rule 22 of the Companies (Management and Administration) Rules, 2014, (hereinafter referred to as “the Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) and the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“MCA”) vide General Circular Nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024, (collectively referred to as the “MCA Circulars”), the resolution appended below is proposed to be passed as Special Resolution through postal ballot by remote e-voting process (‘remote e-voting’).
The proposed resolution along with the explanatory statement under Section 102 of the Act, forming part of this Notice, stating the material facts and reasons thereof are set out hereafter, for your consideration.
The Board of Directors of the Company (the “Board”) has appointed Mr. D. Hanumanta Raju, or failing him, Mr. Mohit Kumar Goyal, Partners, Hanumanta Raju & Co., Company Secretaries, as the Scrutinizer for conducting the postal ballot through the remote e-voting process in a fair and transparent manner.
The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to all its members, pursuant to Section 108 of the Act read with Rule 20 of the Rules, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) and aforementioned MCA Circulars. In accordance with the MCA Circulars, the Notice indicating, inter alia , the process and manner of remote e-voting, is being sent only through electronic mode to the members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, August 22, 2025 (“cut-off date”) received from the Depositories and whose e-mail address are registered with the Company/ Depositories. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. The detailed instructions for remote e-voting are given in the Notes under the section ‘Procedure for e-voting’.
==> picture [135 x 47] intentionally omitted <==
The Scrutinizer will submit his report to the Executive Chairman of the Company, or any person authorized by the Board, after the completion of the scrutiny of the votes cast electronically. The result of the postal ballot through remote e-voting process shall be announced at the Registered Office of the Company. The result along with the Scrutinizer’s report will be intimated the Stock Exchanges where the Company's securities are listed and uploaded on the websites of the Company www.neulandlabs.com and displayed at the registered office of the Company.
==> picture [135 x 47] intentionally omitted <==
RESOLUTION THROUGH POSTAL BALLOT
1. To approve the appointment of Dr. Ravi Shankar Gopinath (DIN: 00803847), as an Independent Director of the Company
To consider and, if thought fit, to give assent/dissent to the following resolution, as a Special Resolution :
"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17(1C), 25(2A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), any other applicable law(s), regulation(s), guideline(s), and the Articles of Association of the Company, Dr. Ravi Shankar Gopinath (DIN: 00803847), who was appointed as an Additional Director of the Company, categorised as independent, by the Board of Directors with effect from August 1, 2025, in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received notice in writing under Section 160 of the Act, from a Member proposing him as a director, be and is hereby appointed as an Independent Director of the Company for a term of five consecutive years effective from August 1, 2025 till July 31, 2030 and shall not be liable to retire by rotation.”
RESOLVED FURTHER THAT Dr. D. R. Rao, Executive Chairman, Mr. D. Sucheth Rao, Vice Chairman & CEO and Ms. Sarada Bhamidipati, Company Secretary of the Company, be and are hereby authorized severally to comply with all the requirements, including digitally signing and filing of various forms with the Ministry of Corporate Affairs, Government of India, and to do all such acts and things as may be necessary to give effect to the aforesaid resolution.”
By Order of the Board of Directors For Neuland Laboratories Limited
Place : Hyderabad Date : July 31, 2025
Sd/- Dr. Davuluri Rama Mohan Rao Executive Chairman DIN: 00107737
==> picture [135 x 47] intentionally omitted <==
Notes:
-
The explanatory statement pursuant to Section 102 and any other applicable provisions of the Act, the rules made thereunder, SEBI Listing Regulations and Secretarial Standards on General Meetings (SS2) stating all material facts and the reasons thereof for the proposed resolution, forming part of this Notice, is annexed herewith.
-
In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, August 22, 2025 (“cut-off date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members.
-
Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the SEBI Listing Regulations read with SEBI Master Circular bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, as amended (“SEBI Master Circular”), and SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”), the agency to provide remote e-voting facility. Members are requested to read carefully the instructions for remote e-voting that are provided as part of this Postal Ballot Notice before casting their vote.
-
This Postal Ballot Notice will also be available on the Company’s website at www.neulandlabs.com, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL, www.evoting.nsdl.com.
-
Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members/List of Beneficial Owners as on cut-off date will be considered for the purpose of remote e-voting.
-
Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut-off date. Any person who is not a member as on the cut-off date should treat this notice for information purpose only.
-
The e-voting period commences on Thursday, August 28, 2025 (9:00 AM IST) and ends on Friday, September 26, 2025 (5:00 PM IST). During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e. , August 22, 2025 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting after Friday, September 26, 2025 (5:00 PM IST). Once the vote on a resolution is cast by a member, he or she will not be allowed to change it subsequently.
==> picture [135 x 47] intentionally omitted <==
-
The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-voting i.e. September 26, 2025.
-
The Scrutinizer will submit his report to the Chairman or a person authorized by him, after the completion of scrutiny, and the result of the voting by postal ballot will be announced on or before September 28, 2025 at the Registered Office of the Company at 11th Floor (5th Office Level), Phoenix IVY Building, Plot No. 573A-III, Road No.82, Jubilee Hills, Hyderabad - 500033, Telangana, India. The result would be displayed at the Registered Office of the Company, intimated to the NSDL and Stock Exchanges where the Company's securities are listed, and displayed on the Company's website www.neulandlabs.com along with the Scrutinizer's report.
-
The documents, if any, referred to in the statement will be available for inspection at the Registered Office of the Company during working hours on all working days from the date of dispatch of the Notice till September 26, 2025 (5:00 PM IST).
PROCEDURE FOR ‘REMOTE E-VOTING':
1. E-VOTING FACILITY:
-
i. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Rules, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the Company has provided the facility of remote e-voting to all Shareholders, to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to its Shareholders.
-
ii. The remote e-voting facility is available at the link – www.evoting.nsdl.com. The e-voting event number (EVEN) and the period of e-voting are set out below:
| EVEN | Commencement of E-voting | End of E-voting |
|---|---|---|
| 135619 | 9:00 AM IST Thursday,August 28,2025 |
5:00 PM IST Friday,September 26,2025 |
E-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be forthwith disabled by Kfin upon expiry of the aforesaid period.
- iii. The manner of voting by (i) individual shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode, (iii) Shareholders holding shares of the Company in physical mode, and (iv) Shareholders who have not registered their e-mail address, is explained in the instructions given hereinbelow.
==> picture [135 x 47] intentionally omitted <==
THE INSTRUCTIONS FOR REMOTE E-VOTING BY MEMBERS ARE AS UNDER:
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
- Step 1: Access to NSDL e Voting system
A) Login method for Individual Members holding securities in demat mode:
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Shareholder s holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders |
Login Method |
|---|---|
| Individual Members holding securities in demat mode with NSDL. |
1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login” which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
==> picture [135 x 47] intentionally omitted <==
==> picture [201 x 116] intentionally omitted <==
| Individual Members holding securities in demat mode with CDSL |
1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com and click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress. |
| Individual Members (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password option available at abovementioned website.
Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL are as under:
| Login Type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at |
==> picture [135 x 47] intentionally omitted <==
| [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
|
|---|---|
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43 |
B) Login Method for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
-
Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
-
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
-
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
-
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
-
Your User ID details are given below :
| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** |
| c) For Members holding shares in Physical Form. |
EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
==> picture [135 x 47] intentionally omitted <==
-
Password details for shareholders other than Individual shareholders are given below:
-
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
-
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
-
c) How to retrieve your ‘initial password’?
-
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
-
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
-
-
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
-
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
-
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
-
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
-
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
-
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
-
Now, you will have to click on “Login” button.
-
After you click on the “Login” button, Home page of e-Voting will open.
- Step 2: Cast your vote electronically on NSDL e Voting system.
- How to cast your vote electronically on NSDL e Voting system?
-
After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and AGM is in active status.
-
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the AGM. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
-
Now you are ready for e-Voting as the Voting page opens.
==> picture [135 x 47] intentionally omitted <==
-
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
-
Upon confirmation, the message “Vote cast successfully” will be displayed.
-
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
-
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for Members
-
Institutional /Corporate Members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
-
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Sarita Mote at [email protected]
==> picture [135 x 47] intentionally omitted <==
Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 including brief details of Dr. Ravi Shankar Gopinath pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 are as under
Item No.1
To approve the appointment of Dr. Ravi Shankar Gopinath (DIN: 00803847), as an Independent Director of the Company
The Board of Directors (“Board”), on the recommendation of the Nomination and Remuneration Committee (“NRC”), have approved the appointment of Dr. Ravi Shankar Gopinath (aged 59 years, DIN: 00803847), as an Additional Director of the Company categorised as Independent Director, with effect from August 1, 2025, pursuant to Sections 149, 150, 152 and 161 of the Companies Act, 2013 (“the Act”), for a five year term, subject to approval of the Members.
The profile and specific areas of expertise of Dr. Ravi Shankar Gopinath and other relevant information as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) are provided as Annexure to this Notice.
The NRC considered criteria such as balance of skills, knowledge and experience required on the Board and after evaluating the expertise, integrity, skills, experience, knowledge of Dr. Gopinath, the NRC made its affirmative recommendations to the Board for his appointment as an Independent Director on the Board of the Company.
Considering the rich experience and vast knowledge that Dr. Gopinath possesses as a business leader, and his expertise and competencies in the areas of strategy formulation and execution, the application of digital technologies, driving operational excellence, M&A transactions and integration, organization change and leadership development being in line with the requisite skill set identified by the Board, your Board of Directors are of the view that the association with Dr. Gopinath would be of immense benefit to the Company.
Pursuant to Regulation 17(1C) of SEBI Listing Regulations, with effect from January 1, 2022, every listed entity shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Further in terms of, Regulation 25(2A) the appointment of Independent Director, shall be subject to the approval of Members by way of a Special Resolution.
In view of the above, the Company is seeking the approval of its Members for appointment of Dr. Gopinath, as an Independent Director of the Company not liable to retire by rotation for a term of five consecutive years effective from August 1, 2025 to July 31, 2030.
The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Dr. Gopinath (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified to act as Director under Section 164(2) of the Act and (iii) a declaration to the effect that he meets the criteria of independence as
==> picture [135 x 47] intentionally omitted <==
provided under Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations (iv) declaration that he is not debarred or restrained from acting as a Director by any SEBI order or any other such authority.
In terms of Sections 149, 152 and Schedule IV of the Companies Act, 2013, and other applicable provisions, if any, of the Act, the Board is of the opinion that Dr. Gopinath, fulfils the conditions for his appointment as an Independent Director as specified in the Companies Act, 2013 and the SEBI Listing Regulations and is independent of the management.
The terms and conditions of appointment of Dr. Gopinath as an Independent Director would be made available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered e-mail address to the Company at [email protected].
Based on the recommendation of the Nomination and Remuneration Committee, the Board recommends the appointment of Dr. Ravi Shankar Gopinath as set out in this Notice, for approval of the Members as a Special Resolution.
Except Dr. Ravi Shankar Gopinath and his relatives, none of the other directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution.
By Order of the Board of Directors For Neuland Laboratories Limited
Place : Hyderabad Date : July 31, 2025
Sd/- Dr. Davuluri Rama Mohan Rao Executive Chairman DIN: 00107737
Annexure
==> picture [135 x 47] intentionally omitted <==
Details of Director seeking appointment
(In pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings)
| Name of the Director | Dr. Ravi Shankar Gopinath |
|---|---|
| DIN | 00803847 |
| Date of first appointment | 01-08-2025 |
| Age | 59 years |
| Brief resume, Qualification, Experience and Expertise |
Dr. Gopinath started his career as a research scientist in Tata Consultancy Services in 1994 and eventually led the global Engineering Business and the Manufacturing Practice for the company. He left TCS in 2006 and joined Geometric Ltd. as the MD and CEO. He worked as Chief Operating Officer, Chief Product Officer and Chief Strategy Officer in AVEVA plc, a FTSE listed industrial software company, over the period from 2018 – 2022. He was a Strategic Advisor for Schneider Electric and AVEVA from 2022-2024. He joined AVEVA plc in 2018 through the merger of Schneider Electric Software with AVEVA plc. Prior to the merger, he was the Executive Vice President of Schneider Electric Software. He joined Schneider Electric in 2014 following the acquisition of Invensys plc by Schneider Electric, where he was President of Invensys Software. He holds a Ph.D. in Chemical Engineering from Rensselaer Polytechnic Institute, New York and Masters in Chemical Engineering from IIT, Bombay. |
| Terms and conditions of appointment | Appointment as a Non-Executive Independent Director for a term of 5 years commencing from August 1, 2025 up to July 31, 2030, not liable to retire by rotation |
| Details of remuneration sought to be paid |
- Sitting Fees for attending Board and Committee Meetings - Commission as determined by the Board of Directors. |
| Chairman/Member of the Committee of the Board of Directors of the Company |
Nil |
==> picture [135 x 47] intentionally omitted <==
| List of directorships, Committee Chairmanship and membership held in other companies as on the date of this Notice |
1. Thermax Ltd - Strategic Business Development Committee – Chairperson - Nomination and Remuneration Committee – Member - Risk Management Committee - Member 2. Spectris plc - Nomination and Governance Committee - Member - Remuneration Committee - Member - Audit & Risk Committee - Member |
|---|---|
| Listed entities from which person has resigned in thepast threeyears |
AVEVA plc (Retirement) |
| Relationships between directors inter- se |
None |
| Number of shares held in the Company as on the date of this Notice |
NIL |
| Remuneration paid during the financial year 2025-26 |
NA |
| Board Meeting attended during the financialyear 2025-26 |
NA |
The skills / expertise / competencies of Dr. Ravi Shankar Gopinath are as under:
| Board Competency Matrix | Board Competency Matrix | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Industry expertise (Pharmaceutical Industry / Chemical Manufacturing and Development) |
Executive leadership and Board experience |
Expertise in financial matters |
Corporate Governance |
Strategy & Risk Management |
Health, safety, environment and sustainability |
M&A/ Capital Markets |
Sales, Marketing and Market Strategy |
Information Technology & Digital |
Cyber security |
| ✔* | ✔ | ✔ | ✔ | ✔ | ✔* | ✔ | ✔ | ✔ | ✔ |
| *Partial |