We are fast growing company with a wide range of Pharmaceutical Products   

Meeting's Agenda               

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NOTICE OF ANNUAL GENERAL MEETING  (2007 - 08)

An  Annual  General Meeting of the Company will be held on Sunday, 22 June 2008 at 10:00am (IST)

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by Phone .

1.    NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that an Annual General Meeting of Shareholders ("Meeting") of Oriscon Biotech India Private Limited ("Company") will be held on Sunday , 22 June 2008 at 10:00 am (IST).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the PROXY FORM - form part of this Notice.

The Directors have determined pursuant to the Corporations Regulations that the persons eligible to vote at the Meeting are those who are Shareholders on 31 March 2008 at 5:00pm (IST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined on para 5.

AGENDA           Financial Report

To receive the Financial Report of the Company and its controlled entities for the year ended 31 March 2008 together with a Directors' Report and the Auditor's Report on the Financial Report.

> Resolution (A) - Approve Remuneration Report

To consider, and if thought fit, pass as an ordinary resolution with or without amendment the

following:

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

> Resolution (B) - Re-election of the Chairman & Managing Director, Joint Managing Director,Human Resources Director & Legal Advisor

To consider and, if thought fit, to pass as an ordinary resolution with or without amendment the following:

"That Mr.Priya Ranjan Shrivastava , who retires in accordance with the Constitution and, being eligible, be re-elected as a Chairman & Managing Director, Mr.Kamlendra Kumar as a Joint Managing Director, Dr.Amaresh Kumar Singh as a Director Human Resources,& Mr. Manoj Kumar Thakur as a Legal Advisor of the Company.

> Resolution (C) - Ratification of Private Placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That for  all other purposes, Shareholders of the Company ratify the Private Placement of 10,000 (ten thousand) shares which was surrendered by Mr. B. Prasad of New Delhi at A Rs.20 per share made on 30 May 2008 on the terms and conditions in the Explanatory Memorandum accompanying this Notice of Meeting." 

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2.   Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who participated in thePrivate Placement and by an associate of such persons.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides

31 March 2008

By Order of the Board

ORISCON BIOTECH INDIA PRIVATE LIMITED

3.   EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held on 22 June 2008 at 10:00am (IST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to assist Shareholders in deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Financial Statements and Reports

The Corporations Act requires the Financial Report (which includes the financial statements and directors declaration), the Directors' Report and Auditor's Report to be laid before the Company's Annual General Meeting. There is no requirement in either the Corporations Act or the Constitution for Shareholders to approve the Financial Report, the Directors' Report or the Auditor's Report.

Shareholders will be given the opportunity at the Meeting to ask questions and make comments on these reports.

Resolution (A) - Approve Remuneration Report

Pursuant to the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Financial Report for the year ended 31 March 2008 contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

Resolution 1 is advisory only and does not bind the Directors. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report, however the Board will take the outcome of the vote into consideration when considering the Remuneration policy.

Shareholders will be given the opportunity at the Meeting to ask questions and make comments on the Remuneration Report.

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4.  Resolution (B) - Re-election of Chairman & Managing Director, Joint Managing Director, Human Resources Director & Legal Advisor 

Company's Annual Report. The Board unanimously supports the re-election of Mr .Priya Ranjan Shrivastava , as a Chairman & Managing Director. , Mr.Kamlendra Kumar as a Joint Managing Director, Dr.Amaresh Kumar Singh as a Director Human Resources,& Mr. Manoj Kumar Thakur as a Legal Advisor of the Company.

Resolution (C) - Ratification of Private Placement 

Board Of Director Of the Company declares  that prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by a company during the previous 12 months, "That for all other purposes, Shareholders of the Company ratify the Private Placement of 10,000 (ten thousand) shares which was surrendered by Mr. B. Prasad of New Delhi at A Rs.20 per share made on 30 May 2008 on the terms and conditions in the Explanatory Memorandum accompanying this Notice of Meeting."

The Directors' unanimously recommend Shareholders vote in favour of Resolution 3.

31 March 2008

By Order of the Board

ORISCON BIOTECH INDIA PRIVATE LIMITED

5.  Definitions

In this Explanatory Memorandum and Notice:

"Board" means the board of Directors.

"Constitution" means the Constitution of the Company.

"Corporations Act" means the Companies Act 1956 (Company limited by shares).

"Director" means a director of the Company.

"Explanatory Memorandum" means the explanatory memorandum attached to the Notice.

"Financial Report" means the 31 March 2008 Financial Report of the Company, a copy of which

was lodged with the Ministry of Corporate Affairs.

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means this notice of meeting.

"Proxy Form" means the proxy form attached to the Notice.

"Remuneration Report" means the remuneration report of the Company contained in the

Financial Report.

"Resolution" means a resolution contained in this Notice.

"Shareholder" means a shareholder of the Company.

"IST" means Indian Standard Time, being the time in New Delhi, India.

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6.  P R O X Y- F O R M

To

The Board of Director, ORISCON BIOTECH INDIA PRIVATE LIMITED, New Delhi

I , ____________________________________________being a  Shareholder/Shareholders of the  Company and entitled to votes in the Company, hereby 

appoint  -------------------------------------------------------------------                     or

failing such appointment the Chairman of the Annual General Meeting as my/our proxy to vote for me/us on my/ourbehalf at the Annual General Meeting of the Company , in the absence of indication, as he thinks fit. This proxy is appointed to represent [100 %] of my/our voting right, or if 2 proxies are appointed Proxy 1 represents [100 %] and Proxy 2 represents [100 %] of my/our total votes.

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

IMPORTANT:

The Chairman of the Annual General Meeting intends to vote undirected proxies in favour of the Resolutions.The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

For/ Against/ Abstain

Resolution 1 -  Approve Remuneration Report 

Resolution 2 -  Re-election of Mr Priya Ranjan Shrivastava , as a Chairman & Managing Director , Mr.Kamlendra Kumar as a Joint Managing Director , Dr.Amaresh Kumar Singh as a Director- Human Resources, &  Mr. Manoj Kumar Thakur as a Legal Advisor of the Company. 

Resolution 3 -  Ratification of Private Placement of 10,000 (ten thousand) shares which was surrendered by Mr. B. Prasad of New Delhi at A Rs.20 per share .

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your

voting instructions to be implemented.

Individual or Shareholder 1                 Shareholder 2                              Shareholder 3

---------------------------------------------------------------------------------------------------------------------------------------Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

31 March 2008

By Order of the Board

ORISCON BIOTECH INDIA PRIVATE LIMITED

7.  Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at the Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at the Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding:   Where the holding is in more than one name all of the holders must sign.

Power of Attorney:
If signed under a power of attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the power of attorney to this Proxy Form when you return it.                                                               

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