MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF ORISCON BIOTECH INDIA PRIVATE LIMITED HELD ON MONDAY 17TH JULY 2006 AT 04:50 P.M. AT REGISTERED OFFICE ADDRESS.

Oriscon Biotech India Private Limited Registered Office: PLOT NO: A - 3/106, ROHINI, SECTOR - 17, NEW DELHI - 110085

MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF ORISCON BIOTECH INDIA PRIVATE LIMITED HELD ON MONDAY 17TH JULY 2006 AT 04:50 P.M. AT REGISTERED OFFICE ADDRESS AT NEW DELHI                                                           1st Board Meeting Dated 17 July 2006  Click to Download (Zip_File)

PRESENT

1.             Mr. Priya Ranjan Shrivastava            Chairperson

2.             Mr. Kamlendra Kumar                      Director

CHAIRPERSON

Mr. Priya Ranjan Shrivastava was elected as Chairperson of the meeting. He took the chair and welcomed the Directors to the First Meeting of the Board.

QUORUM

The Quorum being present, the Chairperson declared the meeting open.

CERTIFICATE OF INCORPORATION OF THE COMPANY

The Board examined the Certificate of Incorporation dated [20th JUNE 2006] issued by the Registrar of Companies, [DELHI] bearing [Registration No: 149914] and took it in the safe custody.

APPOINTMENT OF DIRECTORS

The Board was informed that in accordance with the provisions contained in section 254 of the Companies Act, 1956, the subscribers to the Memorandum of Association shall be deemed to be the Directors of the Company.  This was noted by the Board.  In this connection the following resolution was passed:

"RESOLVED that Mr. Priya Ranjan Shrivastava and Mr. Kamlendra Kumar who have subscribed their names to the Memorandum of Association of the company shall be deemed to be the Directors of the company."

FIXATION OF FINANCIAL YEAR OF THE COMPANY

The Board discussed the matter of fixing financial year of the Company and passed the following resolution:

"RESOLVED THAT the first "Financial Year" of the Company be the period starting from the date of incorporation of the Company viz [First Financial year(2006-07)] both days inclusive, and the first statement of accounts of the company shall relate to the same period.

"RESOLVED FURTHER THAT the second and subsequent "Financial Year" of the company will be the period starting from 1st April to 31st March, in each year unless decided otherwise."

SITUATION OF REGISTERED OFFICE OF THE COMPANY

A copy of Form No. 18 relating to the Registered Office of the Company filed with the Registrar of Companies, [Delhi], was placed before the Board. The Board discussed the matter and passed the following resolution:

"RESOLVED THAT the Registered Office of the company be situated at [ PLOT NO: A - 3/106, ROHINI, SECTOR - 17, NEW DELHI - 110085]

"RESOLVED FURTHER THAT a name plate containing Company's name and address of the Registered Office be affixed at the registered office and that the Company's name and address of the Registered Office be mentioned in legible characters in all business letters, bill heads and letter papers and in all its notice and other official publications, etc., pursuant to Section 147 of the Companies Act, 1956."

ADOPTION OF COMMON SEAL

Mr. Kamlendra Kumar, Director placed before the meeting the exact copy of the common seal of the company. The same was examined and approved by the Board.  In this connection the following resolution was passed:

"RESOLVED that the seal as per impression affixed in the margin of the minutes and duly initiated by the Chairperson be and hereby approved and adopted as the common seal of the company and the same be kept in the safe custody of the Board."

APPOINTMENT OF AUDITORS

Mr. Priya Ranjan Shrivastava, Director suggested that  M/S Jha Shailendra & Associates , MR. SHAILENDRA KUMAR JHA (FCA ) ,Chartered Accountants be and is hereby appointed as the First Auditors of the Company from the date of incorporation of the company to the conclusion of the First Annual General Meeting of the company and that they may be paid fees as fixed by the Board of Directors from time to time.  In this connection the following resolutions were passed:

"RESOLVED THAT the consent of the Board of Directors be and is hereby given to the appointment of M/S Jha Shailendra & Associates, Chartered Accountants, as First Auditors of the company to hold office from the date of incorporation to the conclusion of the first Annual General meeting of the company at a remuneration as fixed by the Board of Directors.

"RESOLVED FURTHER THAT Mr. Priya Ranjan Shrivastava, Director of the company be and is hereby directed to give intimation of this appointment to the Auditors so appointed."

OPENING OF BANKING ACCOUNT AND PROCEDURE FOR ITS OPERATION

It was suggested that a current banking account be opened in the name of Oriscon Biotech India Private Limited with PNB Bank, Bhagalpur and Mr. Priya Ranjan Shrivastava, Director of the company be authorized to operate the same.  In this connection the following resolution was passed:

"RESOLVED THAT a current bank account in the name of the company be opened with PNB Bank, Bhagalpur and Mr. Priya Ranjan Shrivastava, Director of the company be and is hereby authorised to sign or accept all cheques, bill of exchanges, promissory notes and other orders. It is also resolved that in future another Bank Account will be opened in New Delhi as and when required.

"RESOLVED FURTHER THAT the aforesaid bank be and is hereby instructed to honour all cheques, promissory notes and other orders drawn by and all bills accepted on behalf of the company whether such account be in credit or overdrawn and to accept and credit to the account of the company all moneys deposited with or owing by the bank or any account or accounts at any time or times kept or to be kept in the name of the company and the amount of all cheques, notes, bills, other negotiable instruments, orders or receipt provided they are endorsed/ signed  by the said person on behalf of the company and such signature shall be sufficient authority to bind the company in all transactions between the bank and the company including those specifically referred to herein."

ADOPTION OF PRE-INCORPORATION AND PRE-OPERATIVE EXPENSES INCURRED BY THE PROMOTERS

The statement showing the pre-incorporation and pre-operative expenses placed before the Board was considered and the same was unanimously approved.  The following resolution was passed in this connection:

"RESOLVED that the pre-incorporation and post-incorporation expenses incurred by the promoters as placed before the meeting be and are hereby approved and accepted by the company".

In this regard we have to place on record about the pre incorporative resolution of Mr. Priya Ranjan Shrivastava about the mortgage of his total Immovable properties to the company "Oriscon Biotech (I) Pvt Ltd" under as a collateral security by BOARD RESOLUTION in this regard. The listed property of company's Chairman & Managing Director had been mortgaged by its Chairman & Managing Director by Board Resolution to our own company  "Oriscon Biotech (I) Pvt Ltd" as a collateral security provided to company against promoters loan and pre in corporative investment under clause 6,7, 8 & 9 of the Mortgage Resolution there under.

The 1st contractual appointment is 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.250 is being ANNEXED HEREWITH:

 


http://www.orisconbiotech.com/Appointment of AC Verma De - Facto - Caretaker  ( Page_1 to Page_3 ) >>> ( CLICK HERE TO DOWNLOAD THE Zip-File )

Agreement between Employer Priya Ranjan Shrivastava on behalf of Oriscon Biotech (I) Pvt Lt, New Delhi and Mr. Abinash Chandra Verma , (De Facto Caretaker)

To,

Mr. Abinash Chandra Verma (CARETAKER)

c/o: Priya Ranjan Shrivastava

Shri Ram Bhavan

Mo: Paithan Patti

Po: Motihari

Dist: East Champaran - 845401                                            Dated: 25th June 2006

 

Dear Sir,

In continuation of the verbal understanding between you and Mr Priya Ranjan Shrivastava since the year 2005 just after the death of Late Jaleshwar Nath, who was earlier the custodian & caretaker of all properties of Late Rameshwar Nath (Father of Mr. Priya Ranjan Shrivastava). You are allowed to do the job of De Facto Caretaker on behalf of Mr. Priya Ranjan Shrivastavato to look after his all immovable properties along with other works entrusted to you from time to time.

In recognition of your past services rendered as a caretaker, which generated some revenue for the cause of companies pre incorporative requirements. Subsequently as per instruction of Mr. Priya Ranjan shrivastava you have sold the agricultural land situated in village Kodarkat, Thana : Chhauradano, Dist: East Champaran vide registry deed no: 5490 ,dated 08/04/2005 in lieu of amount Rs.2,20,000/- ( Rs. Two Lacs Twenty Thousand only).

But due to your personal need you have promised to return the amount Rs. 1,75,000/- after deducting your personal medical loan amount of (Rs. 45,000/-) , which we have consented.

We have also considered your proposal of returning the rest amount of Rs. 1,75,000/- in the account of company in the month of February 2008 so that we would be able to write off the pre incorporative expenses of Oriscon Biotech (I) Pvt Ltd with that amount.

Now As desired by you, to give it in writing the terms & conditions for your own legal status of DE FACTO CARETAKER,

WE HEREBY put on record the terms of your contractual employment with our organisation Oriscon Biotech (I) Pvt Ltd in lieu of your services rendered as a Caretaker to look after all immovable properties on behalf of Priya Ranjan shrivastava (chairman & Managing director).

1.That you have been put on contractual employment from 25th June 2006 as a DE FACTO CARETAKER of all immovable properties of Chairman & Managing Director (Mr. Priya Ranjan Shrivastava). situated in village Dighawa Dubauli & Kodarkat including his house 'Sri Ram Bhavan' for complete satisfaction of Mr. Priya Ranjan Shrivastava You are expected to serve honestly, soberly and faithfully on a yearly honorarium of Rs 19,000/- ( Rs. Nineteen Thousand only) in addition to free food for you and your family from the produce of Agricultural land entrusted to you by Priya Ranjan Shrivastava. You are also entitled to free accommodation along with your family in entrusted house property 'Shri Ram Bhavan' situated at Motihari District. You will also entitle to receive total travelling expenses including fooding & lodging incurred while doing the out station work of any purpose as asked for by the company or its CMD from time to time.

2. That during your service with me, you will at all times and in all respects conform to the rules of my establishment and conduct yourself with propriety towards me, my family and my guests while residing in my house'Shri Ram Bhavan' or any other purpose either in Motihari / Patna/ Ranchi or New Delhi as per instruction of your employer. you cannot sublet my property without written permission or authority to do so. You also have to pay (i) Property Taxes of house 'shri Ram Bhavan', (ii) Water Charges, (iii) Common Electricity Charges, (iv) , (v) Expenses on repairs and maintenance of the house 'Shri Ram Bhavan'

3. That you will not unnecessarily and without leave absent yourself from the duties assigned to you for the company purpose 5. That your contract of De Facto Caretaker is of seven years period (From 25th June 2006 to 24th June 2013. Please note that your contract may be terminated without any notice and without payment of any sum in lieu of notice in the event of your misconduct or dishonest behaviour.That in case you desire to leave my service of De Facto Caretakers you shall give me one month's notice.

                                                               Yours faithfully

Priya Ranjan Shrivastava

( Chairman & Managing Director )

DECLARATION BY THE EMPLOYEE:

I have adjusted the medical loan amount of Rs. 15,000/- against past services for the year (2005-06) and rest of Rs. 30,000/- will be adjusted in two financial years( 2006-07; 2007-08) while working as a caretaker. Thereafter from the financial year (2008-09) I will be eligible to get the agreed Honorarium of Rs. 19,000/- (Rs. Nineteen Thousand only ) along with all free perquisites as agreed upon just after the closing of accounting year against my future role of caretaker ship which would be rendered as a De Facto Caretaker for Mr. Priya Ranjan shrivastava.

I have carefully read and understood the terms and conditions under which an contractual employment is offered to me. I hereby signify my acceptance of all the terms and conditions are taken thereof, I append my signatures on duplicate copy and return it to the office as directed and original copy is with me for any further reference. I am fully satisfied & happy and will work hard as a De Facto Caretaker for company's benefit of my employer.

I have got the best what I can get. My motto is "Work is Worship". I will not do any act, which will hamper the work or image of company in any kind.

DATE: 25th June 2006                                             SIGNATURE OF CARETAKER

                                                                                            Abinash Chandra Verma


               

 FILING OF STATUTORY FORMS

It was discussed that Ministry of Company Affairs has introduced the system of electronic filing of statutory forms and documents with Registrar of Companies under MCA 21 scheme in which the forms and documents are required to be signed digitally. Hence it was:

"RESOLVED that directors and Company Secretary of the Company be and are hereby severally authorised to sign in physical or digitally the various statutory forms and documents as and when required under various statutes under various authorities and with Registrar of Companies.

MAINTENANCE OF STATUTORY REGISTERS

It was discussed to buy and maintain all the Statutory Registers required under the Companies Act, 1956 and to make necessary entries therein.

VOTE OF THANKS

As there was no other business to be transacted the meeting came to an end with a vote of thanks to the chair.

Priya Ranjan Shrivastava

 (CHAIRPERSON)