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APPOINTMENT OF COMPANY LAW SECRETARY

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF "ORISCON BIOTECH INDIA PRIVATE LIMITED", HELD ON SUNDAY, 29TH AUGUST,2010 AT 05.30 P.M. AT, REGIONAL OFFICE .

 

NAME OF THE BOARD OF DIRECTOR

PRESENT / ABSENT


SIGNATURE

Mr. Priya Ranjan Shrivastava, ( Chairperson )

 

 PRESENT

 

Mr. Kamlendra Kumar, ( Director )


PRESENT


Mr Jugal Sah ( Director )


PRESENT


Mr.Mithilesh Kumar ( Director ) 


PRESENT


Dr. Bijay Kumar Gupta ( Director )


PRESENT


Dr. Amaresh Kumar Singh ( Director )


PRESENT


Mr. Kunal Mishra ( Director )


PRESENT



Mr. Tarun Kumar ( Outside Director )


ABSENT


Mr. Uday Kant Thakur ( Director - Non Executive )


PRESENT


 IN ATTENDANCE : Mr. Manoj Kumar Thakur ( Company Law Secretary )

CHAIRPERSON : Mr. Priya Ranjan Shrivastava ( Chairman & Managing Director )

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

QUORUM : The Chairperson declared the quorum complete and the meeting competent to transact business.

CONFIRMATION OF THE MINUTES OF LAST BOARD MEETING

The Minutes of the previous Board Meeting were placed before the Board and same were signed and confirmed.

APPOINTMENT OF COMPANY LAW SECRETARY

The Chairperson explained to the board the requirement regarding the appointment of the Company Law Secretary on the Board of Directors. After certain deliberation the following resolution was passed unanimously:

"RESOLVED THAT pursuant to the provisions of the Companies Act, 1956 and other applicable provisions if any, Mr.Manoj Kumar Thakur - A Law Graduate is hereby appointed as Company Law Secretary w.e.f. 26.8.2010. He is hereby authorised to sign, modify and/or alter any statutory forms and related documents regarding passing of resolution as and when required he will notify all other Directors for any scheduled meeting. Previously the above power was vested in Dr. Amaresh Kumar Singh ( Director - HRD ) and from now on wards Dr. Amaresh Kumar Singh will be responsible only for his sole assignment of Human Resources Department .

Board also approve a sitting fee of Rs. 300 per meeting to Mr. Manoj Kumar Thakur whenever he conduct the Board's Meeting according to the orders given to him by Chairman & Managing Director. 

APPROVAL OF ANNUAL ACCOUNTS

The Board considered and approved the Annual Accounts of the company for the period ended March 31, 2010. After due discussion, the following resolution was  passed unanimously:

"RESOLVED THAT pursuant to the provisions of sub-section (3) of Section 215 of the Companies Act, 1956 the balance-sheet as at March 31, 2010, and profit and loss account ending on that date along with schedules, annexure and notes appended thereto as placed before the Board and initialed by the Chairperson for the purpose of identification be and are hereby approved and handed over to the auditors for their report.

"RESOLVED FURTHER THAT pursuant to the provisions of sub-section (1) of section 215 of the Companies Act, 1956, Mr.Priya Ranjan Shrivastava , Chairman & Managing Director  and Mr. Kamlendra Kumar, Joint Director be and are hereby authorised to sign Annual Accounts on behalf of the Board of Directors."

AUDITORS AND DIRECTORS REPORT

The Board considered and approved the Directors Report along with Auditors' Report of the company for the financial year ended March 31, 2010. After due discussion, the following resolution was passed unanimously:

"RESOLVED THAT the Directors Report along with Auditors' Report as tabled before the Board and initialed by the Chairperson for the purpose of identification be and is hereby approved.

RESOLVED FURTHER THAT pursuant to the provisions of sub-section (4) of Section 217 of the Companies Act, 1956, Mr. Priya Ranjan Shrivastava , Chairperson be and is hereby authorised to sign the Directors Report on behalf of the Board of the Directors of the Company."

FILING OF STATUTORY FORMS

For the purpose of filing of Statutory Forms with MCA, the following resolution was passed:

"RESOLVED that any Director of the Company be and is hereby 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.

RESOLUTION ON  The Authorising Board of Directors to resolve for purchasing a Car which will be used for the Company's own official purpose in New Delhi and for  this a fund of Rs. 4,50,000/  ( Rupees Four Lacs Fifty Thousand only ) is required to be passed. After certain deliberation the resolution to transfer Rs. 4,50,000/  in the account of Car Dealer in New delhi by way of RTGS Payment  was passed unanimously.

The Car which is being purchased in order to facilitate for smooth functioning of company's officials tour in course of business & exclusively being used by Mr. S  C Verma  - The Power of Attorney holder's  travel need to carry out work assigned to him from time to time .

The Board unanimously RESOLVE FURTHER and authorise Mr. S C Verma to carryover the necessary corrections , amendments , changes , alterations , and such other works as may be necessary for the purpose of procuring car in the name of ORISCON BIOTECH INDIA PRIVATE LIMITED. He is further authorised to file and collect the registered documents & other papers from the offices of Licensing Authority  , 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 .

VOTE OF THANKS

There being no other business, the meeting concluded with a vote of thanks to the Chair.

                                        

Date:   29 - 08 -2010                                    CHAIRPERSON OF THIS MEETING

                                                                                ( Priya Ranjan Shrivastava )