CERTIFIED TRUE COPY OF THE RESOLUTION T^nTn°auin^

NEULANDWHERE OPrOR.TUNITi' BECOMEi REALITY

Neuland Laboratories LimitedSanali Info Park, W Block,Ground Floor, 8-2-120/113

Road No. 2, Banjara Hills

Hyderabad-500034.

PASSED BY THE BOARD OF DIRECTORS OF Tel 04030211600/23551051NEULAND LABORATORIES LIMITED AT THEIR Fax 04030211502MEETING HELD ON 4TH DAY OF NOVEMBER, Mne^nd!yeu[and^corfi20T6;AT '12~1'5~P:M. AT THE HOTEL TAJ'" wwwneuiandi.bsco.

KRISHNA, HYDERBAD-500034

Approval of a Draft Scheme of Amalgamation and Arrangement between NeulandLaboratories Limited ("NLL") and Neuland Health Sciences Private Limited("NHSPL") and Neuland Pharma Research Private Limited ("NPRPL")

"RESOLVED THAT,(a) pursuant to the provisions of Section 391 to 394 read with Section 100 to 103 and

any other applicable provisions, if any, of the Companies Act, 1956 ("The Act")

and any modification and re-enactment thereof, SEBI (Listing Obligations &

Disclosure Requirements), Regulations, 2015, the provisions of Memorandum of

Association and Articles of Association of the Company and subject to the requisite

approvals, sanctions, consents, observations, no objection from the Shareholders

and Creditors of the Company; Stock Exchanges where the shares of the Company

are listed. Securities Exchange Board of India ("SEBI"), the relevant Hi'sh Court

and other such competent authority as may be applicable, unanimous approval of

the Board of Directors is be and hereby accorded for Amalgamation of Neuland

Health Sciences Private Limited ("NHSPL") and Neuland Pharma Research Private

Limited ("NPRPL") with the Company, as per the terms and conditions mentioned

in the Draft scheme of Amalgamation with effect from the "Appointed date" i.e.

1st April, 2016 or such other date as may be determined by the Board of Directors

of the Company, NHSPL & NPRPL and the entire business undertaking of NHSPL

and NPRPL be transferred to the Company with effect from the appointed date".

(b) The Valuation report as submitted by Deloitte Haskins & Sells, Chartered

Accountants, as reviewed and recommended by the Audit committee of the

Company, determining and recommending the fair Share Exchange Ratio as under:

• Without giving effect of the proposed Scheme

(a) 552 (Five hundred and fifty only) equity shares of NLL of Rs. 10,- eachfully paid-up for every 100 (One Hundred Only) equity shares of NHSPLofRs. 100,- each fully paid-up based on the Existing Share Capital of NHSPL

Registered Office: Sanali Info Park, W Block, Ground Floor, 8-2-1 20/113, Road No, 2, Banjara Hills, Hyderabad - 500034, Telangana, India, I CIN No :L85195TG1984PLC004393

y

_.^NEULAND

of Rs. 12.43 crores consisting of 12,42,952 equity shares of face value of

Rs. 100,- each fully paid up;

(b) 410 (Four hundred and ten only) equity shares of NLL of Rs.10/- each fully

paid-up for every 100 (One Hundred Only) equity shares of NPRPL of

Rs.10/- each fully paid-up.

• After giving effect of the proposed Scheme

(a) 552 (Five hundred and fifty only) equity shares of NLL of Rs. 10,- eachfully paid-up for every 1000 (One Thousand Only) equity shares of NHSPLof Rs. 10,- each fully paid-up based on the subdivision of Share Capital of

NHSPL (as envisaged in the Scheme) of Rs.12.43 crores consistms of

1,24,29,520 equity shares of face value of Rs. 10,- each fully paid up.

(b) 410 (Four hundred and ten only) equity shares of NLLofRs.10/- each fullypaid-up for every 100 (One Hundred Only) equity shares of NPRPL of

Rs.10/- each fully paid-up.

as mentioned in the Scheme for the purpose of the proposed amalgamation, as placed

before the Board, be and is hereby taken on record and the Fairness opinion issued

by SBI Capital Markets Limited as placed before the Board be and is hereby accepted

and approved."

(c) The draft scheme of amalgamation ("Scheme") submitted to the meeting be

finalized and initialed by the Chairman SL Managing Director, in consultation with

the Advocates/ Solicitors

(d) "RESOLVED THAT the National Stock Exchange of India Limited ("NSE") be and is

hereby designated as the "Designated Stock Exchange" for the purpose of

coordinating with SEBI and for the purpose of filing the Scheme of Amalgamation

and other relevant documents in terms of Regulation 37 (1) & (2) of the SEBI (LODR)Regulation, 2015 read with the SEBI Circular No. CIR/CFD/CMD/16/2015, dated

30th November, 2015 and for obtaining the NO Objection / Observation Letter from

the Designated Stock Exchange to proposed Scheme of Amalgamation".

(e) "FURTHER RESOLVED THAT M/s. P.S. Rao & Associates, Company Secretaries, be

and are hereby authorized, empowered and directed to make an application, along

with the a copy of the draft Scheme, Valuation Report, Fairness Opinion and all

other necessary documents and certificates, before the Designated Stock Exchange

(i.e. BSE Limited) and further authorized, empowered and directed on behalf of

the Company to take all such necessary steps for coordinating, following up,answering the queries, clarifying the doubts, if any, raised by the BSE / NSE / SEBI

NEULAND

while seeking their consent / No Objection / Observation Letter in relation to the

draft Scheme of Amalgamation".

(f) "FURTHER RESOLVED THAT a copy of the foregoing resolutions certified to be the

true copies by any of the directors of the Company, be furnished to the concerned

authorities as may be required".

(g) Or D. R. Rao Chairman & Managing Director (holding DIN: 00107737), Mr. D Sucheth

Rao, Vice-Chairman a Chief Executive Officer (CEO) (holding DIN: 00108880), and

Ms. Sarada Bhamidipati, Company Secretary, be and are hereby severatly

authorized to represent the Company before the Stock Exchanges, SEBI, High Court

and other such authorities and to sign and execute ihe scheme of amalgamation,

petition, application, undertakings, affidavits and all the other documents and

deeds as may be filed for this purpose and to make such modifications / alterations

as may be required by the aforesaid authorities or as may be thought fit and

expedient by the said authorized persons severatly.

(h) The Common seal of the Company, if required, be affixed on the aforesaid

documents in the presence of any one of the Directors of the Company who do sign

the same and the same be counter signed by Ms. ^arada Bhamidi'pati, Company

Secretary."

(i) That subject to the Directions of the Hon'ble High Court of Telangana/ Andhra

Pradesh, the Company do appoint Dr.D.R.Rao, Chairman & Managing Director or

failing him, Mr. D Sucheth Rao, Vice-Chairman & CEO or falling him, Mr. D Saharsh

Rao, Joint Managing Director, or such other person as may be directed by the

Hon'ble High Court of Telangana/ Andhra Pradesh or National Company Law

Tribunal, as the case may be, as Chairman of the Court convened meetings of the

Shareholders and Creditors of the Company.

(j) That Dr. D. R. Rao, Chairman & Managing Director and Mr. D Sucheth Rao, Vi'ce-

Chairman & CEO and Ms. Sarada Bhamidipati, Company Secretary, be and are

hereby severalty authorized on behalf of the Company to:

1. obtain necessary approvals from the Stock Exchanges and other such authorities

as may be required.

2. file applications to the High Court of Telangana/ Andhra Pradesh / NCLT for

directions for holding a meeting of the shareholders, and if required, a meeting

of the Creditors.

3. file petitions for confirmation of the Scheme by the High Court/ NCLT.

../^

NEULAND

4. do all Acts and things necessary in the above matter, as may be required from

time to time to give effect to the above resolution including resolving of any

difficulties, if any, as and when arises.

(k) The copies of the foregoing resolutions certified to be true copies by any one of

the authorized persons be furnished to all the concerned as may be necessary and

take such steps under the SEB1 Listing Regulations, 2015 and to do and perform all

such acts, deeds, matters and things and to take all such steps as are necessary,

expedient or desirable to give effect to the scheme."

Certified True CopyFor Neuland Laboratories Limited

(BA^JL-Sarada BhamidipatiCompany Secretary

Place: HyderabadDate: 04.11.2016

A\^NEULANDWHFRr OPPORTUNITT BECOMES RCALITr

Neuland Health Sciences Private Limited

Survey No: 488G&489A,Veerabhadraswa my Temple Road,

Bontha pa I ly Village, Jimaram,

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED MedakDistrict,502313,Tdangana,lndia

BY THE BOARD OF DIRECTORS OF NEULAND HEALTH Tel:+91 (o) 8458 392600SCIENCES PRIVATE LIMITED AT ITS MEETING HELD Email: neuland@neulandlabscomON 4TH DAY OF NOVEMBER, 2016, AT HOTEL TAJ wwwneulandlabscomKRISHNA, ROAD N0-1, BANJARA HILLS, HYDERABAD-500034

Approval of Scheme of Amalgamation and Arrangement between NeulandLaboratories Limited ("NLL") and Neuland Health Sciences Private Limited("NHSPL") and Neutand Pharma Research Private Limited ("NPRPL")

"RESOLVED THAT pursuant to the provisions of Section 391 to 394 read with section 100 to 103of the Companies Act, 1 956 and other applicable provisions, if any, of the Companies Act, 1956,and of the Companies Act, 2013, including any statutory modifications, amendments, re-enactments thereof for the time being in force, relevant rules of the Companies (Court) Rules,1959, or as the case may be, the NCLT Rules, the provisions of the Memorandum and Articlesof Association of the Company and subject to the requisite approvals, sanctions, consents,observations, no objections, confirmations, permissions from the shareholders and Creditors ofthe Company, the Hon'ble High Court of Judicature at Hyderabad for the state of Telanganaand the state of Andhra Pradesh or such other competent authority as may be applicable, andthe confirmation, permission, sanction and approval of the other statutory/regutatoryauthorities, if any, m this regard and subject to such other conditions or guidelines, if any, asmay be prescribed or stipulated by any such authorities, from time to time, white granting suchapprovals, sanctions, consents, observations, no objections, confirmations, permissions andwhich may be agreed by the Board of Directors of the Company, the draft "Scheme ofAmalgamation and Arrangement between Neuland Laboratories Limited (Transferee Company)and Neuland Health Sciences Private Limited (First Transferor Company) and Neuland PharmaResearch Private Limited (Second Transferor Company) and their respective Shareholders andCreditors" ("Scheme"), providing for amalgamation of the Company (the First TransferorCompany) and of Neuland Pharma Research Private Limited (the Second Transferor Company)with Neuland Laboratories Limited (Transferee Company) on a going concern basis with effectfrom 01.04.2016 (First Day of April, Two Thousand and Sixteen) being the appointed date, asplaced before the Board and initiated by the chairman for the purpose of identification, be andis hereby approved by the Board of Directors of the Company unanimously."

"FURTHER RESOLVED THAT the Valuation Report dated November 4, 2016, prepared andissued by the independent valuers, M/s. DeLoitte Haskins & Sells, Chartered Accountants,determining and recommending the fair Share Exchange Ratio as under:

• Without giving effect of the proposed Scheme

(a) 552 (Five hundred and fifty only) equity shares of NLL of Rs. 10,- each futly paid-up for every 100 (One Hundred Only) equity shares of NHSPL of Rs. 100/~ each

fully paid-up based on the Existing Share Capital of NHSPL of Rs. 12.43 crores

consisting of 12,42,952 equity shares of face '/a/ue of Rs. 100,- each fuliy paid

up;

Registered Office: SanalNnfo Park,'A'Block, Ground Floor, 8-2-120/113, Road No. 2, Banjara Hills, Hyderabad, 500034, Telangana, India | CIN No: U731001G1993PTC015554

NEULAND

(b) 410 (Four hundred and ten only) equity shares of NLL or Rs.10/- each fully pald-

up for every 100 (One Hundred Only) equity shares of NPRPLofRs.10/- each fully

paid-up.

• After giving effect of the proposed Scheme

(a) 552 (Five hundred and fifty only) equity shares of NLL of Rs. 10,- each fully paid-up for every 1000 (One Thousand Only) equity shares of NHSPL of Rs. 10,' eachfully pajd-up based on the subdivision of Share Capital of NH5PL (as envisaged

fn tne Scheme) ofRs. 12.43 crores consisting of 1,24,29,520 equity shares of face

value of Rs. 10,- each fully paid up.

(b) 410 (Four hundred and ten only) equity shares of NLL of Rs.10/- each futty paid-

up for every 100 (One Hundred Only) equity shares of NPRPL of Rs.10/- each fully

pald-up.

as mentioned in the Scheme for the purpose of the proposed amalgamation, as placed beforethe Board, be and is hereby taken on record, accepted and approved."

"FURTHER RESOLVED THAT Dr D. R. Rao (holding DIN: 00107737), Mr. D Sucheth Rao (holdingDIN: 00108880) and Mr. D Saharsh Rao (holding DIN: 02753145), Directors of the Company, beand are hereby, severely authorized, empowered and directed on behalf of the Company totake all necessary steps to give effect to the Scheme and to do alt such acts, deeds, mattersand things including but not limited to:

a) appoint advocate(s) in order to represent the Company before the Hon'ble High Court ofJudicature at Hyderabad for the State of Telangana and tl-ie State of Andhra Pradesh and/orsuch other authorities and to file the necessary applications, petitions, affidavits, pleadingsfor and on behalf of the Company and to apply and obtain certified copies of the orders,decrees, directions etc. that may be passed by the Hon'ble High Court of Judicature atHyderabad for the State of Telangana and the State of Andhra Pradesh and/or such otherauthorities / courts and ati such other documents as may be required for and on behalf ofthe Company.

b) verify, deal, sign, swear, affirm, declare, deliver, execute, make, enter into, acknowledge,record and perfect all deeds, declarations, instruments, affidavits, applications, petitions,vskatats, objections, consents, notices and writings whatsoever as may be usual, necessary,proper or expedite in all manners of documents/ petitions, dffidsvits and applications 1nrelation to the implementation of the Scheme.

c) make such alterations, modifications or amendments In all the applications, petitions andother documents as may be required or necessary for complying with the requirements orconditions as may be imposed by the Hon'ble High Court and/or any other appropriateauthorities and to prepare and execute opph'cations, peticions and file the same with theHon'ble High Court and/or any other appropriate authorities and to do alt such mattersconnected therewith, as may be directed by the Hon'bLe High Court and/cr otherappropriate authorities, if any, and to appoint and retain services of such professionals asmay be necessary m connection therewith including and to do all such acts, deeds, mattersand things as may be required to bring the Scheme Into effect.

(^

\\

NEULAND

d) do all such acts, matters, deeds and things as may be necessary or desirable including anydirections for settling any questions or doubts or difficulty whatsoever that may arise, forthe purpose of giving effect to the Scheme.

e) accept service of notices or other processes, which may from time to time be issued inconnection with the matter aforesaid.

f) produce alt documents, matters or other evidence 1n connection with the matters aforesaidon all and any of other proceedings incidental thereto or arising thereat.

g) make, prepare any applications, petitions, appeals, judges summons, notices, before anycourt, tribunal or authorities.

h) file, submit with the Registrar of Companies, Regional Director, other statutory/regulatoryauthorities in India, any forms, documents, affidavits through electronic media or any othercomputer readable media or manually to follow up the same.

i) do all such acts, deeds and things, as may be necessary and incidental thereto, to appointfrom time to time or generally such person(s) and any such substitute(s) or sub-delegationof powers conferred vide this resolution to any persons, as may be necessary, and to appointanother or other in his/her or their place, for the better and more effectual doing, effectingand performing all or any such matters and things as aforesaid to aLL Intents and purpose togive effect to the foregoing resolutions."

"FURTHER RESOLVED THAT a copy of the foregoing resolutions certified to be the true copiesby any of the above mentioned authorised persons be submitted / furnished to the concernedauthorities as may be required."

CERTIFIED TRUE COPYFOR NEULAND HEALTH SCIENCES PRIVATE LIMITED

Dr D R RaoDirector \^ "~ -•—"'

DIN: 00107737 ~^.A:-^

Place: HyderabadDate: 04.11.2016

ll'^..

NEULANDWHERE OPPORTUNITY BECOMtS IUALI'IY

Neuland Pharma Research Private Limited

R&D Centre, Survey No: 488G & 489A,

Veerabhadraswamy Temple Road,

BonthapailyVillageJinnaram,CERTIFIED TRUE COPY OF THE RESOLUTION PASSED MedakDistrict,502313,Telangana,lndB

BY THE BOARD OF DIRECTORS^- NEULAND PHARMA ^^ (0)3453392600RESEARCH PRIVATE LIMITED AT ITS MEETING HELD Email; neu'la-nd@neu7andlabs.comON 4™ DAY OF NOVEMBER, 2016, AT HOTEL TAJ KRISHNA, wwwneuiandiabscomROAD N0-1, BANJARA HILLS, HYDERABAD-500034

Approval of a Draft Scheme of Amalgamation and Arrangement between NeulandNeuland Health Sciences Private Limited ("NHSPL") and Neuland Pharma ResearchPrivate Limited ("NPRPL") with Neuland Laboratories Limited ("NLL")

"RESOLVED THAT pursuant to the provisions of Section 391 to 394 read with section 100 to103 of the Companies Act, 1956 and other applicable provisions, if any, of the Companies Act,1956, and of the Companies Act, 2013, including any statutory modifications, amendments,re-enactments thereof for the time being in force, relevant rules of the Companies (Court)Rules, 1959, or as the case may be, the NCLT Rules, the provisions of the Memorandum andArticles of Association of the Company and subject to the requisite approvals, sanctions,consents, observations, no objections, confirmations, permissions from the shareholders andCreditors of the Company, the Hon'bLe High Court of Judicature at Hyderabad for the state ofTelangana and the state of Andhra Pradesh or such other competent authority as may beapplicable, and the confirmation, permission, sanction and approval of the otherstatutory/regulatory authorities, if any, in this regard and subject to such other conditions orguidelines, if any, as may be prescribed or stipulated by any such authorities, from time totime, while granting such approvals, sanctions, consents, observations, no objections,confirmations, permissions and which may be agreed by the Board of Directors of theCompany, the draft "Scheme of Amalgamation and Arrangement between NeuLandLaboratories Limited (Transferee Company) and Neuland Health Sciences Private Limited(First Transferor Company) and Neuland Pharma Research Private Limited (Second TransferorCompany) and their respective Shareholders and Creditors" ("Scheme"), providing foramalgamation of Neuland Health Sciences Private Limited (the First Transferor Company) andof the Company (the Second Transferor Company) with Neuland Laboratories Limited(Transferee Company) on a going concern basis with effect from 01.04.2016 (First Day ofApril, Two Thousand and Sixteen) being the appointed date, as placed before the Board andinitialed by the chairman for the purpose of identification, be and Is hereby approved by theBoard of Directors of the Company unanimously."

"FURTHER RESOLVED THAT the Valuation Report dated November 4, 2016, prepared andIssued by the independent vatuers, M/s. Deloitte Haskins & Sells, Chartered Accountants,determining and recommending the fair Share Exchange Ratio as under:

• Without giving effect of the proposed Scheme

(a) 552 (Five hundred and fJfty only) equity shares of NLL of Rs. 10,- each fullypajd-up for every 100 (One Hundred Only) equity shares of NHSPL of Rs. 100,-each fully paid-up based on the Existing Share Capital of NHSPL of Rs. 12.43crores consisting of 12,42,952 equity shares of face value of Rs.100/~ each

fully paid up; ^^ ^ ^

Registered Office: Sanali Info Park,'A'Block, Ground Floor, 8-2-120/113, Road No. 2, Bdnjara Hill^, Hyrierabfld, 5000?4,Telangana, India | CIN No: U73100TG201?PTC080474

NEULAND

(b) 410 (Four hundred and ten only) equity shares of NLL of Rs.10/- each fully paid-up for every 100 (One Hundred Only) equity shares of NPRPL of Rs.10/- each

fully pa1d-up.

• After giving effect of the proposed Scheme

(a) 552 (Five hundred and fifty only) equity shares of NLL of Rs. 10,- each fullypaid'up for every 1000 (One Thousand Only) equity shares of NHSPL of Rs. 10,-

each fully paid-up based on the subdivision of Share Capital of NHSPL (asenvisaged m the Scheme) of Rs. 12.43 crores consisting of 1,24,29,520 equity

shares of face value of Rs. 10,- each fully paid up.

(b) 410 (Four hundred and ten only) equity shares of NLL of Rs.10/- each fully pald-

up for every 100 (One Hundred Only) equity shares of NPRPL of Rs.10/- each

fuLLy pald-up.

as mentioned in the Scheme for the purpose of the proposed amalgamation, as placed beforethe Board, be and is hereby taken on record, accepted and approved."

"FURTHER RESOLVED THAT Dr.D.R.Rao (holding DIN: 00107737), Mr. D Sucheth Rao (holdingDIN: 00108880) and Mr. D Saharsh Rao, (holding DIN: 02753145) Directors of the Company, beand are hereby, severally authorized, empowered and directed on behalf of the Company totake all necessary steps to give effect to the Scheme and to do all such acts, deeds, mattersand things including but not limited to:

a) appoint advocate(s) in order to represent the Company before the Hon'bLe High Court ofJudicature at Hyderabad for the State of TeLangana and the State of Andhra Pradeshand/or such other authorities and to file the necessary applications, petitions, affidavits,pleadings for and on behalf of the Company and to apply and obtain certified copies ofthe orders, decrees, directions etc. that may be passed by the Hon'ble High Court ofJudicature at Hyderabad for the State of TeLangana and the State of Andhra Pradeshand/or such other authorities / courts and ati such other documents as may be requiredfor and on behalf of the Company.

b) verify, deal, sign, swear, affirm, declare, deliver, execute, make, enter into,acknowledge, record and perfect all deeds, declarations, instruments, affidavits,applications, petitions, vakalats, objections, consents, notices and writings whatsoever asmay be usual, necessary, proper or expedite in all manners of documents, petitions,affidavits and applications in relation to the implementation of the Scheme.

c) make such alterations, modifications or amendments in aLL the applications, petitions andother documents as may be required or necessary for complying with the requirements orconditions as may be imposed by the Hon'ble High Court and/or any other appropriateauthorities and to prepare and execute applications, petitions and file the same with theHon'ble High Court and/or any other appropriate authorities and to do all such mattersconnected therewith, as may be directed by the Hon'ble High Court and/or otherappropriate authorities, if any, and to appoint and retain services of such professionals asmay be necessary in connection therewith including and to do alt such acts; deeds,matters and things as may be required to bring the Scheme into effect.

NEULAND

d) do all such acts, matters, deeds and things as may be necessary or desirable including anydirections for settling any questions or doubts or difficulty whatsoever that may arise, forthe purpose of giving effect to the Scheme.

e) accept service of notices or other processes, which may from time to time be issued inconnection with the matter aforesaid.

f) produce all documents, matters or other evidence in connection with the mattersaforesaid on all and any of other proceedings incidental thereto or arising thereat.

g) make, prepare any applications, petitions, appeals, judges summons, notices, before anycourt, tribunal or authorities.

h) file, submit with the Registrar of Companies, Regional Director, otherstatutory/regulatory authorities in India, any forms, documents, affidavits throughelectronic media or any other computer readable media or manually to follow up thesame.

i) do all such acts, deeds and things, as may be necessary and incidental thereto, to appointfrom time to time or generally such person(s) and any such substitute(s) or sub-delegationof powers conferred vide this resolution to any persons, as may be necessary, and toappoint another or other in his/her or their place, for the better and more effectualdoing, effecting and performing ati or any such matters and things as aforesaid to allintents and purpose to give effect to the foregoing resolutions."

"FURTHER RESOLVED THAT a copy of the foregoing resolutions certified to be the truecopies by any of the above mentioned authorised persons be submitted / furnished to theconcerned authorities as may be required."

CERTIFIED TRUE COPYFOR NEULAND PHARMA RESEARCH PRIVATE LIMITED

Dr. D R RaoDirectorDIN:00107737

Place: HyderabadDate: 04.11.2016