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

MESSAGE FROM THE DESK OF HRD DIRECTOR:   DR. A. K. Singh
MESSAGE UPDATED ON 20th OCTOBER,2013 

                  Wishing you all the best with ANGER MANAGEMENT !!

First of all I am congratulating all the Promoters/Members & Financers of the company for reposing confidence in the Governance of the Company and providing me a trouble free time in the past operational year (2014-15) .

Further I would like to assure all of you that the department of HRD will take note of all the facts & suggestions put forwarded by all of you and promptly take remedial steps for your complete satisfaction.


I would like to assure all of you that the department of HRD will take note of all the facts & suggestions put forwarded by all of you and promptly take remedial steps for your complete satisfaction .

Our company Oriscon Biotech (I) Pvt Ltd is an ideal organisation to work and the selection is made purely on merit .  The recruitment and selection is the major function of the human resource department and recruitment process is the first step towards creating the competitive strength and the strategic advantage for the organisations. Recruitment process involves a systematic procedure from sourcing the candidates to arranging and conducting the interviews and requires many resources and time.

I personally  thanks to all investor/promoters for their co-operation & support in this lean period. I further assure all investor & make promise for compliance & redressal  of their all grievances just after getting nod from our accounts department with the consent of Board of Directors in the schedule meeting, which will be held before this year's AGM according to actual investments of Investor/Promoters.

Now considering the financial structure of the Company I would like to state some of the drawbacks which we are still facing only due to non-fulfillment of the financial commitments by some of the Promoters despite repeated reminder. Considering the facts that their total amounts has already been deposited in the company by way of a loan amount from private financier at the time of their joining as a Promoter/Member in the Company.

As you also know that 'The time and tide waits for none', it is high time for you to think about the Company's need of hour and should make a strong contribution towards the clearance of your dues amount. For the simplicity of making calculation easy in terms of dues amount for such types of Members/Promoters as on date of financial year ( 2014-15 ),as on the end of 31st March 2015, the following method will apply:

No. of shares subscribed by Member 'A' -- 10,000 ( Ten Thousand).

'A' will have to pay a sum of Rs. 20,00,000:00 (Rs. Twenty Lakhs)

Break - up is as follows:

   Value of ten thousand shares = Rs. 10,00,000 :00  

   ( Rs. Ten  Lakhs as on 31st  March ,  2014 )    

Deposited amount as per original agreement =

Rs. 10,00.000 :00 ( Rs. Ten  Lakh @ 12%interest )     


Therefore, Member 'A' will have to pay the difference between Rs. Twenty Lakhs and the actual amount paid by him as on date of 31st March 2015, the closing date of current financial year.


I  got some shocked moments just after getting knowledge about the misconduct of one of our Director named Mr. Abinash Chandra Verma who misused his official position entrusted during his tenor in the financial year (2011-12). I am just mentioning below his misconduct and action taken by us in details as an unique case history for kind perusal to all associates of company,

CASE HISTORY OF MR. ABINASH CHANDRA VERMA RELATED TO FORGERY & CHEATING :- 

In case of Mr. Abinash Chandra Verma who was entrusted as Director Audit Committee had misused his position by way of committing forgery & cheating during his tenor at New Delhi. He had also done Embezzlement of company's cash kept in the office on different occasions by using smart technique of falsifying the records by removing a small amount of money and made false entry in the record of the register to look it technically correct. On several occasion in the past he was requested to appear before enquiry committee at our corporate office in New Delhi & last date was fixed on 28/06/2013 to attend along with Cash Register & Receipt for the year (2011-12) but he is still avoiding to face the disciplinary committee. The Board of Directors has authorised Mr. Priya Ranjan Shrivastava (CMD) to deliver The Last Notice personally during stay at Motihari to Mr. Abinash Chandra Verma & Company will initiate legal proceeding after receiving status report on forgery & cheating done by Mr. Abinash Chandra Verma. Please find below the last notice to him for his physical appearance before the enquiry committee. 

---------------------------------------------------------------------------------------------

To,                                                                                                    Notice Dt. 28/05/2013

 

Mr. Abinash Chandra Verma (OSD)

( Shri Ram Bhavan's Caretaker)

Mohlla: Paithanpatti; Near Ganja Chowk

Po: Motihari; District: East Champaran

Pin Code: 845401, State: BIHAR

Last Notice to appear before the Enquiry Committee

You are requested to appear before enquiry committee at our Corporate office in New Delhi on 28/06/2013 along with Cash Register & Receipt for the year (2011-12), Pl also note that this is your last chance considering your deliberate non appearance at different dates in past, thereafter the company is free to initiate legal proceeding against you.

The charges levels against you are followings:-

a)   That we have detected your fraudulent financial misdeeds like attaching the receiving of cash against your salary on plain paper with your signature on a revenue stamp to legalise your contractual job as a regular employee of the company. We had asked you on so many times ever since our internal Auditor detected in course of accounts auditing at the corporate office.

b)   That you have also done Embezzlement of company's cash kept in the office on different occasions by using smart technique of falsifying the records by removing a small amount of money and made false entry in the record the register to look it technically correct.

c)   You have also adopted another method and created a false vendor account, and supplied false bills to the company and embezzled fund by withdrawing money from company's cash kept in the office for official purpose and used illegal methods with cleverness to just appear completely legitimate in the record book of the company. You have tried to create yourself as a false regular employee of the company and then withdraw cash amount on attaching receiving on plain paper with fraudulent intention, which amounts criminal breach of trust on behalf of you as a caretaker entrusted to do contractual work of the company as OSD.

d)   The method used by you to make the register short of cash and difficult to detect for the next user and throw the blame onto them is a serious financial crime committed by you as an Caretaker amounts to breach of trust by servant against company. As soon as our Internal Auditor detected your forgery in cash register and asked to explain the financial irregularity committed by you, we never got any satisfactory answer from your side.

e)   We have also instituted an enquiry committee and requested you to face it on dated (22/02/2013) and again on (25/03/2013). Our enquiry committee had waited from 10 AM to 5 PM in corporate Office for you but you have never turned up before the enquiry committee. Instead of providing any rightful explanation to the company, you prefer to do another misdeed by sending a flurry of letters for your clearance of so-called dues of serving period at New Delhi head office as a regular employee.

f)    You have fled away without information from Delhi's office along with all cash receipt & cash register for the year (2011-12) with ulterior motive to destroy all evidence of your forgery. You have also not handed over the company's stationary until date and have not taken the "NO OBJECTION CERTIFICATE" issued by company to those workers who had resigned after fulfilling terms & condition of their services and written us for settlement of their accounts.

Once again, we request you to appear before enquiry committee at our corporate office in New Delhi on 28/06/2013 at 10 AM to 5 PM along with Cash Register & Receipt for the year (2011-12), which is still under your possession. 

                                                    By order of Board of Directors                                     

                                      Priya Ranjan Shrivastava 

                                                                                             Chairman & Managing Director

                                      Oriscon Biotech (I) Pvt Ltd. 

Pl enclosed find a few unauthorised receiving of cash made by you on plain paper without any authority, which needs your explanation ..........

 



The above mentioned letter is self explanatory for all of Associates and we hope that others may take a lesion, so that in future we all have to be more vigilant on all fronts of corporate affairs just to stop the repeatation of such types of forgery & Cheating.

I personally acknowledge & salute all of your healthy participation along with

contributions towards the cause of the Company.

Before I end, I would like to thank a lot for your active cooperation  through out

the year.You should also remember that Forgiveness is important, not for the

person that wronged you, but also for you . An unforgiving heart is a bitter one

that deprive you of your own peace of mind.

Yours sincerely,

Dr. A. K. Singh            

 (Director - Human Resources)



Please send us your cv / resume at hrd@orisconbiotech.com

We will add it to our database for consideration of any  future position matching your interests and skills.



AN  ARTICLE  FROM  

LEGAL KNOWLEDGE - DATA BASE CELL OF ORISCON BIOTECH (I) PVT  LTD

CASE STUDY CONSIDERING THE TRANSFER & FRESH ISSUE OF SHARE , PRICING OF SHARE BESIDES ACCEPTANCE OF DEPOSIT IN PRIVATE COMPANY .

A LOT OF QUESTION WHICH WAS ANSWERED IN THE RECENT PAST , HERE ONCE AGAIN WE ARE DISCUSSING THE LAW POINT WHICH SHOULD PROVIDE A GUIDELINE FOR ALL OF US :

WE ARE MENTIONING SOME OF IMPORTANT LAW POINT FOR YOUR ADVANCE KNOWLEDGE DATA.

Procedure for transfer of shares of private company

Generally articles contain the detailed provisions as regards the procedure for transfer of shares. Usually following steps shall be followed by a private company to give effect to the transfer of shares:-

(i) Transferor should give a notice in writing for his intention to transfer his share to the company.

(ii) The company in turn should notify to other members as regards the availability of shares and the price at which such share would be available to them.

(iii) Such price is generally determined by the directors or the auditors of the company.

(iv) The company should also intimate to the members, the time limit within which they should communicate their option to purchase shares on transfer.

If none of the members comes forward to purchase shares then the shares can be transferred to an outsider and the company will have no option, other than to accept the transfer.

It is to be noted that any transfer of shares to an outsider without complying with the procedure as specified in the articles for effecting transfer of shares will not be operative against the company. Even in the case where the procedure prescribed by the articles was not followed and such failure was not due to any fault on the part of the selling shareholder, the transfer to an outsider was held not to be effective.

Valuation for consideration for transfer of shares of a private company

Usually, Articles of a private company provides that the shares are to be sold under pre-emption clause at a fair price determined by directors or the company's auditors. It may also be provided that the fair price would be certified by the company's auditors.

If the pre-emption clause requires that the shares are required to be offered to other members at a price certified by the directors or auditors, the Courts are not in a position to enquire into the correctness of valuation, unless there is evidence that valuation was not correctly made. If the person who made the valuation has acted negligently and failed to take into account all the necessary factors for arriving at the value of shares, in such case the transferor may sue for damages to the person who made the valuation for difference between the value of the share, as computed by the valuer, and the real value of shares.

The Company Law Board/Tribunal ordinarily do not interfere with the valuation made by experts. Therefore, if valuation is challenged then there must be sufficient evidence in support to show that valuation is improper.

Transfer Deed is compulsory

Section 108 provides that a company shall not register a transfer of shares of, the company, unless a proper transfer deed in Form 7B as given in the Companies (Central Government's) General Rules and Forms, 1956 duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation, if any, of the transferee, has been delivered to the company, alongwith the certificate relating to the shares, or if no such certificate is in existence, alongwith the letter of allotment of the shares.

Value of share transfer stamps to be affixed on the transfer deed

Stamp duty for transfer of shares is 25 paise for every Rs. 100 or part thereof of the value of shares as per Notification No. SO 130(E), dated 28-01-2004 issued by the Ministry of Finance, Department of Revenue, New Delhi.

Submission of instrument for transfer to the Company

Transfer Deed duly executed for the registration of a transfer of the shares or other interest of a member in a company may be submitted either by the transferor or by the transferee together with the relevant share certificates.

What is the validity period of share transfer deed for transfer of shares in physical mode ?

For Private Companies, I hope that 2 month will be the valid period. For example if the date of transfer is 1.09.2009, deed (Stamped) should not be prior to 1.07.2009