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Important Notice Dated May 2008

Oriscon Biotech (I) Pvt Ltd

Resolution for purchasing a commercial plot in new delhi in the name of oriscon biotech india private limited for official purpose and passing out a resolution in this effect and empower sri priya ranjan shrivastava to make a final decision in this regard .

An Extra -ordinary General Meeting of the Member / Promoters of ORISCON BIOTECH INDIA PRIVATE LIMITED was held on 17th May 2008 at 9.30 AM to 4.30 PM at the Corporate Office in New Delhi as per the provisions of - Para (17) , (18) , (19) ,(20) , and  (21) of the Company's Articles of Association of Oriscon Biotech (I) Pvt Ltd .

In the meeting following resolutions are passed and the Members / Promoters present in the meeting has put their signature and  authorised Sri Priya Ranjan Shrivastava to carryover the necessary corrections,amendments,changes, additions , alterations , deletion and such other works as may be necessary for the purpose of purchasing & registration of the commercial plot in the name of the company . He is further authorised to collect the registered documents & other papers  from the offices of Municipal Corporation of New Delhi (MCD) , and to sign , execute and enter into all sorts of contracts , engagements and agreements pertaining to the registration process with the Government Body , Private Establishment , or Local Authority appointed for the same in this connections . 

It is also decided that all the Promoters / Members of the company hereto shall contribute such sum of money towards the capital fund for the purpose of purchasing a commercial plot in New Delhi in the name of the company as may be mutually agreed-upon and such contribution shall carry an interest @ 14% per annum , unless otherwise mutually decided by the Promoter / Member of the company hereto .

Further, Sri Priya Ranjan Shrivastava is authorised to borrow money and raise loans from any person , State or Central Government , Banking & Financial Corporation or any other Public or Private Body for this purpose of purchasing a commercial plot in New Delhi in the name of the Company .

It is also decided by all the present Promoters  / Members that Sri Priya Ranjan  Shrivastava , ( Chairman & Managing Director ) of thecompany is the sole Signatory Authority on behalf of  company [Oriscon Biotech(I)Pvt Ltd] for above stated purpose and will act on behalf of the company as mentioned in Para ( 38 ), ( 39 ), ( 40 ) & ( 40 )  of the company's ARTICLE OF ASSOCIATION .


 

Oriscon Biotech India Private Limited

Registered Office: PLOT NO: A - 3/106, ROHINI, SECTOR - 17, NEW DELHI - 110085

Board Resolution for Appointment of a Relative of Director u/s 314(1)

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF "ORISCON BIOTECH INDIA PRIVATE LIMITED" HELD ON dated 17th May 2008 AT THE REGISTERED OFFICE OF THE COMPANY AT 9.30 A. M.

"RESOLVED THAT the pursuant to provisions of Section 314(1) of the Companies Act, 1956, the authority be and is hereby accorded to the Board of Directors to appoint Mr. Abinash Chandra Verma as Director- cum Officer on Special Duties holding office of profit under the company. Mr. Abinash Chandra Verma being a relative of the Whole-time Director, (Mr. Priya Ranjan Shrivastava) of the Company, for a period of five (5) years with effect from 24th July, 2008 to 23th June, 2013 pursuant to the terms and conditions including other perquisites relating to the remuneration of Mr. Abinash Chandra Verma.

With reference to The 1st contractual appointment OF MR. ABINASH CHANDRA VERMA Being made by Mr. Priya ranjan Shrivastava in the form of a De Facto Caretaker of his all immovable properties situated in different places and in this regard the agreement dated 25th June 2006 in the form of a letter on Non-Judicial Stamp Papers of Rs.250is being ANNEXED HEREWITH: 

http://www.orisconbiotech.com/Appointment of AC Verma Caretakers_Page_1 to Page_3.zip >>> ( CLICK HERE TO DOWNLOAD THE Zip-File )

As contained in the above stated agreement dated 25th June, 2006 between the company represented by Mr. Priya Ranjan Shrivastava of the one part and the said Relative Mr. Abinash Chandra Verma (De Facto Caretakers) of the other part. Further it is also resolve that a copy of the said Mr. Abinash Chandra Verma's De Facto Caretaker Contractual Appointment whereof initialed by the Chairman & Managing Director of the company was placed before this meeting.

RESOLVED FURTHER THAT Mr. Abinash Chandra Verma, be appointed on contractual basis as Director- cum Officer on Special Duty holding office of profit under the company because of he being a relative of the Whole-time Director, Mr. Priya Ranjan Shrivastava of the Company, be and is hereby authorized to all acts, deeds and things as he may deem necessary in this regard on same terms & conditions as mentioned in above stated agreement of dated 25th June, 2006 by the instruction of the Board of Directors of Oriscon Biotech (I) Pvt Ltd.

Stock Options: Subject to the approval of the Company's Board of Directors or its Compensation Committee, Mr. Abinash Chandra Verma is being granted an option to purchase Ten Thousand Number of Shares of the Company's common stock (the "Option") before 15th January 2009.  The exercise price in his case is of Rs.1 (Rupees one) per Equity Shares of company's initial share price of Rs.10 (Rupees ten) per Equity shares of the option. In future the price of each equity shares will be determined by the Board of Directors or the Compensation Committee as per the prevailing price applicable at the time, when the further option is granted.  The Option will be subject to the terms and conditions applicable to options granted under the Company's Year Stock Plan (the "Plan"), as described in the Plan and the applicable Stock Option Agreement.  He will vest in 50% of the option shares after 6 months and balance will vest after the end of his contractual appointment, as described in the applicable Stock Option Agreement.

RESOLVED FURTHER THAT a draft of the resolution together with the explanatory statement, a draft of which is tabled before the meeting be included in the notice to be issued for convening of Extra Ordinary General Meeting."

By Order of the Board; Place: New Delhi;        Date: May 17, 2008

http://www.orisconbiotech.com/Board Resolution for Appointment of a Relative of Director Mr. Abinash Chandra Verma-page-1.jpg 

Full Name of Promoter/Director             Signature

Sri Priya Ranjan Shrivastava

Sri Kamlendra Kumar

Sri Jugal Sah

Dr. Amaresh Kumar Singh

Sri Manoj Kumar Thakur

Sri Rakesh Chandra Jha

Sri Chandan Kumar

Sri Kunal Mishra

Sri Rupesh Kumar Mishra

Note : This meeting is Presided over by Sri Manoj Kumar  Thakur on this 17th Day , 5th Month & 2008th Year .

                               ( Sri Manoj Kr. Thakur)

 

Identified & Signed By  ( Sri Jugal Sah )  &  ( Dr.Amaresh Kr.Singh )