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

Request Proposal form  -

To be filled by Promoter's Friends/Relatives for subscribing Shares of the Company .



Request  Proposal  for  the  inclusion  of  the  name  as  Promoter/Director  in the  register of  the  Company as  required  under  the   MINISTRY  OF CORPORATE   AFFAIRS  



ORISCON  BIOTECH  (I)  PVT  LTD

Regd. Office : Plot No: C- 80, Ganesh Nagar,  Pandav Nagar Complex, New Delhi -110092, INDIA

Email: orisconbiotech@gmail.com                       Website :www.orisconbiotech.com



(Please read terms, conditions, and eligibility criteria carefully before filling up the form. Additional sheets be enclosed in case the space provided under any of the columns is insufficient) 


1.         Name of the applicant  


2.         Father's name 


3.         State whether you are :    (a)   Individual       ( b )  HUF


                                    

 4.        Address        

a)  Present                  .......................................................................................................

                                    .......................................................................................................

                                    .......................................................................................................

                                    .......................................................................................................

                                                        

b)  Permanent              ....................................................................................................

                                     ....................................................................................................

                                     ...................................................................................................

                                     ...................................................................................................

                                                                                                                    

5. Telephone No  .....................................................................................................         

6. Mobile  No        .....................................................................................................                     


7.  Whether Income tax assessed ?    :     Yes              No       ( please tick )

               

     If yes, please state the year          :          

 

8.  Income tax permanent account no:         



     Basic Documents to be provided

 

 a) Enclose photo copy of PAN Card                :  Yes           No     ( please tick )


 

             b) Certificate of age proof                 :  Yes            No

            c) Certificate of residential proof         :  Yes            No

   

10. Net Annual Income : (                                                     )                             


11.      Your   relationship with Company's :

                                            ( Members / Promoters ) or ( Friends/Relatives )                                                                                                (please tick)

12.      Details of the amount enclosed along with this application   :        

                                                                     

           (a)    Amount Rs :       -------------------------------------------------------

                                                                          

          (b)    Cheque/D.D. No : ------------------------------    Date : --------------



                                          DECLARATION:

I/We certify that all information furnished above is true to the best of my/our knowledge  and belief. I/We shall abide by such terms and conditions that the Company may impose  for allotment of SHARE and inclusion of my name in the register of the company as a  Member / Promoter. I want to subscribe Ten Thousand Share of the company  " ORISCON BIOTECH INDIA PRIVATE LIMITED" on terms and conditions as stated in the   AGM's REPORT (2012-13) 



Date:  

Place:                                                                  

                                                                                                (Signature of the applicant)


                                         Eligibility conditions 


1. Applicants must preferably be an Indian & a relatives / Friends of  PROMOTERS.

2. Applicant must have attained the age of 18 years (on 1.4.2015) in case of individuals.

3. Company reserves the right to reject any application if the applicant has not furnished  the correct information or not accompanied by appropriate Cheque / D.D.  Company will not accept Cash under any circumstances from any eligible persons.



Definition of Promoter of a private limited company:-->        The term 'Promoter' is common in the corporate sector and also common parlance. However it is to be noted that the term 'Promoter' has not been defined under the Companies Act, 1956 (Act) and other legislations relating to corporate affairs. It is also to be noted that although the term is used under various provisions of the Act, Section 2 dealing with definitions has not defined the term. Section 62 of the Act dealing with civil liability for misstatements in the prospectus has defined the expression 'Promoter' under Sub Section 6 to mean a party to the preparation of the prospectus or any portion thereof. It can therefore be presumed that any person named as Promoter in the prospectus would by default and in terms of the aforementioned sub section be deemed the Promoter of the company.

What is the meaning of being a 'PROMOTER' of a private limited company?

Ans: 'promoter' means a subscriber of MoA and AoA for private co.

Is promoter a valid category for directors as per company law? Does law provide any special provisions for promoters?

Ans: Yes promoter can become director of the company. yes law provides referance for promoters but not specific section for only promoter.

Can promoters veto board decisions?

No, no can excercise veto in Board meeting/decisions. can they be independent or non-executive? Promoter is considered executive



Restriction on transfer of shares in a Private Company under certain conditions :
The intention behind a modern private company is dual: Firstly, to facilitate small traders or private persons carrying on a family business to avail of the advantages of corporate trading. Secondly, to act as a subsidiary in a group of companies so as to avoid having to establish a public company, given the plethora of exacting requirements they are required to follow.

Now, section 3 of the Companies Act, 1956 (hereinafter, 'the Act') defines a Private Company. The main characteristics of private companies that emerge from a perusal of this definition relevant to the discussion at hand are:

·         Restrictions on the rights of members to transfer their shares

Limitation of the number of members to 50.

·         A prohibition on the public subscription of its shares or debentures as also acceptance of deposits from the public.

In view of the definition, a private company is required by law to incorporate certain specified restrictions, prohibitions and limitations with regard to transfer of shares in its Articles of Association. Section 27(3) further endorses and states that a private company limited by shares must have articles containing the regulations required by Section 3(1)(iii) clauses (a), (b) and (c); while other forms of private companies must have in its articles the regulations contained in clauses (b) and (c) of Section 3.

Transfer of shares without the approval of board is not possible.   Section 3(1)(iii)(a) of the Companies Act, 1956 provides that the Articles of a private company shall restrict the right to transfer the company's shares.   Note: Restriction should not be in the form of prohibition and Restriction can only be by the Articles of Association.   So after going through your AOA provision, directors should approve the proposed share transfer as one member is transferring his shares to another existing member. In case of unnecessary refusal by BOD, you have your rights under section 111.

As per Section 108 transfer of shares has to be registered by the company on production of instrument of transfer.  Even if the Article gives right to transfer shares to another member, transfer has to be registered by the company after approval of the  Board.  Name of the buyer has to be entered in the register of members after due verification of the instrument, payment of stamp duty etc.  Hence approval of the Board is necessary.

Any member desiring to sell any of his shares must notify the Board of Directors of the number of shares, the fair value and the name of the proposed transferee and the Board must offer to the other sahreholders the shares offered at the fair value, and if the offer is accepted, the shares shall be transferred to the acceptors and if the shares or any of them are not so accepted within one month from the date of notice to the Board, the members proposing transfer shall be at liberty, subject to point (b) and (c) hereof, to sell and transfer the shares to any person at the same or at a higher price.

No transfer of shares shall be made or registered without the previous sanction of the Directors, except when the transfer is made by any member of the Company to another member or to a member's spouse or child or children or his/her heirs, and the Directors may decline to give sanction without assigning any reason, subject to Section 111 of the Act. c. The Directors may refuse to register any transfer of shares (1) where the company has lien on the shares or (2) where the share is not a fully paid up share, subject to Section 111 of the Act.

When you start a company, it is usually with a lot of hope, expectations and aspirations for the future. However, it often happens that things don't work out exactly the way you want them to. If a person who started the company with you needs to leave, be it because you can't seem to agree on the terms of his engagement, or he wants a higher share on different terms, don't fall into despair.

One of the major advantages of having a Private Limited company is that the company is a distinct and separate entity from the shareholders who are part of the company. So if someone who was earlier a part of the company wants to leave, you need to take immediate steps to make their exit (and the entry of someone else smooth and painless for the company).

Here are a few steps which will help you do that:

  1. Make sure that the shares have been formally allotted; For the formal allotment, the subscriber should have paid the amount of the shares to the company, and the shares should have been formally transferred to the person. You need to show that the value of the shares has been received by the company, as opposed to you or any other member of the company.
  2. After the formal allotment is over, prepare share certificates for each member of the company. The share certificates need to be prepared carefully, and a unique number needs to be allotted to each of the shares, or each batch of shares.
  3. After the share certificates are prepared, you need to fill out the transfer forms to effect the transfer from the person in question to some other person - this can be any person chosen mutually or unilaterally, depending on the Articles of Association.
  4. Once the share transfer forms are prepared, you need to execute the forms and have them registered before the Registrar of Companies in the area in which your company is situated.

Remember that while this sounds long and complicated, this is not difficult and while it takes time, it can be done and in fact, most of the process is now possible online.This seems contrary to logic and common sense, but it is sometimes easier to let go of something that is riddled with complexity and move to a new entity than to cling on.


 REGULATION IN ARTICLES REGARDING SURRENDER OF SHARES

The Directors may, subject to the provisions of the Act, accept a surrender of any shares from or by any member desirous of surrendering them on such terms as they think fit.

The phrase surrender of shares means the surrender to the company on the part of the registered holder of the shares already issued. Power to surrender shares does not include power to renounce newly issued shares. A shareholder whose shares are forfeited ceases to be a member but a shareholder who surrenders his shares does not cease to be a member and can, therefore, be put on the list of contributories.

The Board may accept a surrender of shares and will have to approve it by its resolution. If the Board decides to reissue the surrendered shares, the Board will also give approval to the reissue or delegate that power to any director or officer of the company. The same procedure as in the case of reissue of forfeited shares will be followed.


Procedure for Issue of Share Certificates on Surrender of Letters of Allotment

A company, which has issued Letters of Allotment to the allottees at the time of allotment, should not issue a share certificate to any allottee unless he has paid the allotment money and has also surrendered the Letter of Allotment to the company. In the event of loss or misplacement of the Letter of Allotment, the Board of directors of the company may issue share certificates, at its absolute discretion and on compliance of certain reasonable conditions that may be imposed by the Board and on furnishing of certain documents, e.g. affidavit, letter of indemnity and on payment of certain reasonable charges that the company may have to incur or might have incurred.

(1) After the conclusion of the Board meeting, the company secretary should draft and have the minutes of the Board meeting approved, entered in the minutes book kept for the purpose and signed by the chairman of the Board meeting. Thereafter, he should have the share certificates prepared, stamped with the stamps of appropriate value, have them signed by the directors in addition to his own signature, as per the authorisation granted to them by the Board at its meeting, affix the common seal of the company in the presence of the signing directors and himself and arrange for their delivery to the concerned shareholders. The share certificates must be despatched by registered post with acknowledgement due, after making their entries in the register of members, register of renewed and duplicate certificates, as the case may be, and also the despatch register of the company.

(2) The expenditure incurred by the company on the issue and mailing of original share certificates has to be borne by the company. However, the company may, if its articles permit, charge a reasonable fee for the issue of duplicate share certificates, not exceeding two rupees for each duplicate share certificate. However, the cost of public notice of loss of share certificates has to be borne by the member who has lost, destroyed or misplaced his share certificates.

(3) The company has to ensure that the share certificates of those shares belonging to promoters, their relatives, friends and business associates, which are under a lock-in period, must bear rubber stamp clearly indicating that the shares are not transferable before a particular date and that endorsement must be subscribed on the Share Certificates and initialled by the company secretary or by any other responsible officer of the company.

(4) The secretary has also to stamp all the duplicate share certificates before they are mailed. The stamp should clearly state that the share certificate has been "Issued in lieu of share certificate No……."

This resource contains difference between share certificate and share warrant.

DISTINCTION BETWEEN SHARE CERTIFICATE AND SHARE WARRANT-
1)The holder of a share certificate is a registered member of the company,while the bearer of a share warrant is not.

2)The issue of a share certificate does not require the approval of the central government while share warrant can be issue only if the articles authorize its issue and the central government has accorded its previous approval.

3)Both public and private company must issue share certificates but share warrants can be issued only by public companies.

4)A share certificate is issued in respect of partly or fully paid shares,whereas a share warrant can be issued only in respect of fully-paid shares.

5)A share warrant is a negotiable instrument,but a share certificate is not negotiable.

6)The holder of the share warrant is not qualified as a director of a company (where qualification shares are prescribed) but the holders of share certificate is so qualified.

7)The holder of a share certificate can present a petition for winding up,but the holder of a share warrant cannot do so.

1. Share Certificate[SC] is a registered evidence of title.
Share warrant[SW] is a bearer document of title.

2. SC is not a negotiable instrument.
SW is a negotiable instrument.

3. Both Private & Public Company can issue Share Certificate.
Only Public company can issue Share Warrant.

4. Issue of SC doesn't require approval of central Government.
Issue of SW requires approval of central Government.

5. Holder of SC has full rights(voting, participation in management, etc.) in a company.
Holder of SW doesn't have has full rights in a company.

6. SC is issued in respect of partly paid or fully paid shares.
SW is issued in respect of only fully paid shares.