Neogen Chemicals MD, chairman and AGM

• To receive, consider and adopt the: a) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025, together with Reports of the Board of Directors & Auditors’ thereon; and b) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with Report of the Board of Directors & Auditors’ thereon.MoreLess

  14 for0 against
• To declare a final dividend on equity shares of the Company for the financial year ended March 31, 2025.

  14 for0 against
• To appoint a director in place of Anurag Surana (DIN: 00006665), Non-Executive Non-Independent Director who retires by rotation and being eligible offers himself for re-appointment.

  14 for0 against
• To re-appoint Mr. Shyamsunder Upadhyay, as a Whole-Time Director of the company and to fix his remuneration.

  ›Against Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Invesco Mutual FundShyamsunder Upadhyay, 71, is the Whole-time Director of Neogen Chemicals Limited. He oversees manufacturing, maintenance, projects, logistics, plant administration, engineering store and legal compliance. He acts as the occupier of the Patancheru and Mahape plants. He also serves as Executive Director of Neogen Ionics Limited (wholly owned subsidiary) and Neogen Morita New Materials Limited (step down subsidiary). He has been on the board since 27 July 2015. He attended all six (100%) board meetings held in FY25. The company seeks shareholder approval through a special resolution for his reappointment as he has attained 70 years of age, as required under amendments to SEBI’s LODR. His FY25 pay aggregated Rs. 12.5 mn. As per the proposed terms, his fixed pay for FY26 will be Rs. 15.0 mn. However, annual increments and variable pay for the remainder of his term will be at the discretion of the Nomination and Remuneration Committee, subject to regulatory limits. We estimate his FY26 pay at 16.8 mn, including the fair value of 3,000 stock option grants disclosed in the shareholder notice. No guidance has been provided regarding future stock option grants, nor is there an absolute cap in place. Therefore, we are unable to ascertain his aggregate FY26 pay or his annual pay. The company must cap the overall pay in absolute terms for the entire three-year term and disclose/ quantify the stock options that he is eligible to receive, including the performance metrics which determine the variable pay. While we support his reappointment as Whole-time Director, we are unable to support the remuneration structure. We do not support the resolution
  • Mirae Asset Mutual FundNo cap on absolute remuneration

  12 for2 against
• To appoint Mr. Triplicane Commandoor Narasimhan Sai Krishnan as an Executive Director of the company and to fix his remuneration.

  ›Against Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Invesco Mutual FundTriplicane Commandoor Narasimhan Sai Krishnan, 56, is proposed to be appointed as Executive Director from 1 October 2025. He has been serving as Executive Director – Operations (not on the board) since December 2023. He oversees operations and act as the Occupier of the Karakhadi and Dahej SEZ plants in Gujarat. He also serves as Executive Director of Neogen Ionics Limited (wholly owned subsidiary) and Neogen Morita New Materials Limited (step down subsidiary). As per the proposed terms, his fixed pay for FY26 will be Rs. 22.5 mn. However, annual increments and variable pay for the remainder of his term will be at the discretion of the Nomination and Remuneration Committee, subject to regulatory limits. We estimate his FY26 pay at 24.3 mn, including the fair value of 3,000 stock option grants disclosed in the shareholder notice. No guidance has been provided regarding future stock option grants, nor is there an absolute cap in place. Therefore, we are unable to ascertain his aggregate FY26 pay or his annual pay. The company must cap the overall pay in absolute terms for the entire five-year term and disclose/ quantify the stock options that he is eligible to receive, including the performance metrics which determine the variable pay. While we support his appointment as Executive Director, we are unable to support the remuneration structure. We do not support the resolution
  • Mirae Asset Mutual FundNo cap on absolute remuneration

  12 for2 against
• To appoint M/s. DVD & Associates, Practicing Company Secretaries as Secretarial Auditors of the company for a first term of five consecutive years.

  14 for0 against
• Ratification of remuneration payable to cost auditor.

  14 for0 against

• Continuation of directorship of Prof. Ranjan Kumar Malik (DIN: 08221989) as a Non-Executive Independent Director of the Company post attaining the age of 75 years

  ›Against Angel One Mutual Fund, Groww Mutual Fund

  • Angel One Mutual FundNo prior approval for Continuation of director above 75 years of age. Transparency Concern: Attendance details not disclosed for Board meetings held during FY 2024-25.
  • Groww Mutual FundNo concern on the merit of proposed appointee. Non-Compliance with Regulation 17(1A) of SEBI LODR, 2015: No prior approval for Continuation of director above 75 years of age. Transparency Concern: Attendance details not disclosed for Board meetings held during FY 2024-25.

  12 for2 against

• Appointment of Mr. Manoj Kumar Pati (DIN: 06971840) as an Independent Director of the company:

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. No concern on the merit of proposed appointee. Governance Concern: Holding combined position of Chairman of AC & NRC.

  10 for4 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the:na) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with Reports of the Board of Directors & Auditors’ thereon; andnb) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 together with Report of the Board of Directors & Auditors’ thereon.MoreLess

  10 for0 against
• To declare a final dividend on equity shares of the Company for the financial year ended March 31, 2024.

  10 for0 against
• To appoint a director in place of Dr. Harin Kanani (DIN: 05136947), Managing Director who retires by rotation and being eligible offers himself for reappointment.

  10 for0 against
• Appointment of M/s. Chandabhoy and Jassoobhoy, Chartered Accountants, (FRN:101647W) as statutory auditors of the company and to fix their remuneration:

  ›Against LIC Mutual Fund

  • LIC Mutual FundNo concern on merit of auditors. Governance & Transparency Concern: Rationale for material change in audit fee not disclosed.

  9 for1 against
• Re-appointment of Shyamsunder Upadhyay, as a Whole-Time Director of the Company and to fix his remuneration:

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundShyamsunder Upadhyay, 70, is the Whole-Time Director of the company. He was appointed on the board as Executive Director from 27 July 2015 and redesignated as Whole-Time Director for three years from 7 August 2021. He attended all seven (100%) board meetings held in FY24. In FY24, Shyamsunder Upadhyay’s overall remuneration aggregated Rs. 9.2 mn. We cannot reliably estimate his annual remuneration. The company has disclosed that he will receive a lumpsum salary of Rs. 12.5 mn for FY25, however, the increments and variable pay will be at the discretion of the Nomination and Remuneration Committee and subject to regulatory limits. Further, it is unclear if the stock options will form part of his compensation structure. We expect the company to make granular disclosures with respect to his eligibility to receive stock options. While we support his appointment, in the absence of information, we are unable to support his remuneration structure. We do not support this resolution.

  9 for1 against
• Appointment of Ullal Ravindra Bhat as an Independent Director:

  ›Against Invesco Mutual Fund, Sundaram Mutual Fund

  • Invesco Mutual FundUllal Ravindra Bhat, 72, is the Co-Founder, Director and Chief Investment Strategist of Alphaniti Fintech Private Limited: a tech-driven investment advisory company. Previously, he served as the Managing Director of Dalton Capital Advisors (India), Chief Investment Officer of JP Morgan India and Chief Investment Officer of Jardine Fleming Asset Management, India. The company proposes to appoint him as Independent Director for five years from 7 August 2024. The company also seeks shareholder approval for his continuation on the board once he attains 75 years of age during his tenure as required under amendments to SEBI’s LODR. Ullal Bhat is an Independent Director on the board of four listed companies (including Neogen Chemicals Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as Director at Alphaniti Fintech, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support his appointment as Independent Director
  • Sundaram Mutual FundUllal Ravindra Bhat, 72, is the Co-Founder, Director and Chief Investment Strategist of Alphaniti Fintech Private Limited: a tech-driven investment advisory company. Previously, he served as the Managing Director of Dalton Capital Advisors (India), Chief Investment Officer of JP Morgan India and Chief Investment Officer of Jardine Fleming Asset Management, India. The company proposes to appoint him as Independent Director for five years from 7 August 2024. The company also seeks shareholder approval for his continuation on the board once he attains 75 years of age during his tenure as required under amendments to SEBI’s LODR. Ullal Bhat is an Independent Director on the board of four listed companies (including Neogen Chemicals Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as Director at Alphaniti Fintech, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support his appointment as Independent Director.

  8 for2 against
• Appointment of Rajeshkumar Babulal Shah as an Independent Director:

  10 for0 against
• Ratification of remuneration payable to Cost Auditor:

  10 for0 against
• Approval for Neogen Chemicals Limited Employees Stock Option Scheme 2024.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Invesco Mutual FundUnder the scheme, the company proposes to grant upto 250,000 options to eligible employees. The scheme will be implemented via trust route through fresh issue or secondary acquisition. If the entire scheme is implemented by way of fresh issue, it will result in a dilution of 0.9% on the expanded capital base as on 30 June 2024. There is no clarity on the exercise price under the scheme – the notice states that exercise price will be decided by the NRC and will be linked to the market price; subject to minimum of face value i.e Rs. 10.0 per share. Stock options may be granted at the face value of Rs. 10.0, which will represent a discount of ~99% to the current market price of Rs. 1,554.0 (as on 13 September 2024). We do not favor ESOP schemes where options are granted at a significant discount (>20%) to market price since stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We make an exception in cases where the vesting of such options is mandatorily linked to pre-defined performance parameters and the company has disclosed the targets for such parameters. In the current case, the company has not disclosed such criteria/ targets and thus, we are unable to support the resolution.
  • Bandhan Mutual Fund, LIC Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021 and Transparency Concern: Inadequate disclosures regarding the Exercise Price/Pricing Formula under the Scheme and Exercise period inadequately disclosed. Governance Concern: Excessive benefit may be extended to an individual employee.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price

  4 for5 against
• Approval of grant of options to the employees of Subsidiary Company(ies), in India or outside India of the Company under Neogen Chemicals Limited Employees Stock OptionnScheme 2024:

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundThrough resolution #10, the company seeks approval to extend the ESOP scheme to eligible employees of subsidiary companies in or outside India. While we support the grant of stock options to unlisted subsidiaries, our view on this resolution is linked to our view on resolution #9. We do not support the resolution.
  • Bandhan Mutual Fund, LIC Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021 and Transparency Concern: Inadequate disclosures regarding the Exercise Price/Pricing Formula under the Scheme and Exercise period inadequately disclosed. Governance Concern: Excessive benefit may be extended to an individual employee.
  • Invesco Mutual FundThrough resolution #10, the company seeks approval to extend the ESOP scheme to eligible employees of subsidiary companies in or outside India. While we support the grant of stock options to unlisted subsidiaries, our view on this resolution is linked to our view on resolution #9. We do not support the resolution
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price

  4 for5 against
• Approval for the acquisition of Equity Shares by way of secondary acquisition under Neogen Chemicals Limited Employees Stock OptionnScheme 2024.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundThe company may implement the ESOP scheme via the trust route, wherein the said shares may be either directly issued to the Trust by the Company or may be acquired by the Trust from Secondary Market (Secondary Acquisition). Therefore, the company seeks shareholder approval for secondary acquisition, which shall not exceed 5.0% of the Paid-up Equity Capital of the Company as on 31 March 2024. Further, the secondary acquisition by the Trust in any financial year will not exceed 2 (two) percent of the paid-up Equity capital as at the end of the respective previous financial year. Our view on this resolution is linked to our view on resolution #9. We do not support the resolution.
  • Bandhan Mutual Fund, LIC Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Resolution linked with resolution #9.
  • Invesco Mutual FundThe company may implement the ESOP scheme via the trust route, wherein the said shares may be either directly issued to the Trust by the Company or may be acquired by the Trust from Secondary Market (Secondary Acquisition). Therefore, the company seeks shareholder approval for secondary acquisition, which shall not exceed 5.0% of the Paid-up Equity Capital of the Company as on 31 March 2024. Further, the secondary acquisition by the Trust in any financial year will not exceed 2 (two) percent of the paid-up Equity capital as at the end of the respective previous financial year. Our view on this resolution is linked to our view on resolution #9. We do not support the resolution
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price

  4 for5 against
• Approval for the provision of money by the Company for the purchase of its own shares by the trust / trustees for the benefit of employees under Neogen Chemicals Limited EmployeesnStock Option Scheme 2024.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Invesco Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Invesco Mutual FundThrough resolution #12, the company seeks approval to provide financial support to the trust for acquisition of shares to implement the scheme. The Trust may be funded by the Company, either through an interest free loan or any other form of financial assistance permissible under Applicable Laws. Further, the Trust may take loan from banks or any other person/source under Applicable Laws. The total amount of provision of money for purchase of fully paid- up Equity shares in the Company by the Employee Welfare Trust shall not exceed the maximum limit prescribed under Applicable Laws, from time to time, presently not exceeding 5% of the aggregate of paid capital and free reserves of the Company as provided in Companies Act, 2013. The utilization of such loan shall be for the objects of the Trust as mentioned in the trust deed including the implementation of the Scheme wherein it will purchase the Shares of the Company through secondary acquisition from the Market. The Trust shall repay the loan to the Company by utilizing the proceeds realized from Exercise of Options by the Grantees and the accruals of the Trust during the tenure of the Scheme or at termination of the Scheme. Our view on this resolution is linked to our view on resolution #9. We do not support the resolution.
  • Bandhan Mutual Fund, LIC Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Resolution linked with resolution #9.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price

  4 for5 against

• Issuance of Equity Shares of the Company on Preferential Basis

  8 for0 against

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the:na) Audited Standalone Financial Statements of thenCompany for the financial year ended Marchn31, 2023, together with Reports of the Board ofnDirectors (“the Board”) & Auditors’ thereon; andnb) Audited Consolidated Financial Statements ofnthe Company for the financial year ended Marchn31, 2023 together with Report of the Board ofnDirectors (“the Board”) & Auditors’ thereon.MoreLess

  6 for0 against
• To declare a final dividend on equity shares of thenCompany for the financial year ended March 31, 2023

  6 for0 against
• To appoint a director in place of Mr. Anurag Surana (DIN: 00006665), Non-Executive and Non-Independent Director who retires by rotation and being eligible offers himself for re-appointment.

  6 for0 against
• RE-APPOINTMENT OF MR. HARIDAS KANANI, AS A CHAIRMAN AND MANAGING DIRECTOR OF THE COMPANY AND TO FIX HIS REMUNERATION

  ›Against Motilal Oswal Mutual Fund, PGIM India Mutual Fund

  • Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. No concern on merit of proposed appointee. Governance concern: Concentration of power in the hands of a single person.

  4 for2 against
• RE-APPOINTMENT OF PROF. RANJAN KUMAR MALIK AS AN INDEPENDENT DIRECTOR

  6 for0 against
• RE-APPOINTMENT OF MRS. AVI SABAVALA AS AN INDEPENDENT DIRECTOR

  6 for0 against
• RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITOR

  6 for0 against
• INCREASING THE BORROWING POWERS UNDER SECTION 180(1) (C) OF THE COMPANIES ACT, 2013 UP TO RS. 1000 CRORES

  6 for0 against
• CREATION OF SECURITY ON THE PROPERTIES OF THE COMPANY, BOTH PRESENT AND FUTURE, IN FAVOUR OF LENDERS

  6 for0 against
• ALTERATION / RECLASSIFICATION OF THE AUTHORISED SHARE CAPITAL AND CONSEQUENT ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

  6 for0 against
• TO AUHTORISE ISSUANCE OF SECURITIES THROUGH PERMISSIBLE MODES OF FUND-RAISING

  2 for0 against