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

Your Directors please to present 4th Annual General Report for the year ( 2010 - 11 )

                         DIRECTORS' REPORT

TO,

THE MEMBERS/PROMOTERS

Your Directors present the Fourth Annual Report together with the interim Audited Accounts of your Company for the period from ( 2010 - 11 ), dated 31st March 2011. The Company was  incorporated in the year 2006 as a Private Limited Company; further steps have been taken to convert the same into a Public Limited Company in near future.

 1. FINANCIAL RESULTS:

In the year under review, our 4th consecutive record result , your company produced an increase in Profit after Tax attributable to Promoters/ shareholders. Capital revenue of the company increase from INR 60 lacs in the year 2006 to INR 2.05 crore. as on 31st March 2011. While it is still early days of organisational development, despite that your company is making solid progress.

  2.DIVIDEND :

Your Directors are happy to recommend a dividend of 14% (inclusive of dividend tax). The right shares issued during the period April to March ( 2010 - 11 ) are also qualify for full year's dividend.

The Company's financial results for the financial year ended 31st March 2011 are summarized below: 

The present Authorised share capital of the company is Rs.40,00,000/-(Rupees Forty Lacs only) divided into 4,00,000 (Four Lacs) equity shares of Rs.10/- (Rupees Two only) each. Your Board recommends that to enhance the Equity base for growth and expansion plans of the Company, the Authorised Capital of the Company be increased from Rs.40,00,000/-(Rupees Forty Lacs only) divided into 4,00,000 (Four Lacs) equity shares of Rs.10/- (Rupees Ten only) each to Rs.2,00,00,000/-(Rupees Two crore only) divided into 20,00,000 (Twenty Lacs) Equity shares of Rs.10/- (Rupees Ten only) each. It is therefore, proposed to increase the authorized capital from Rs.40,00,000/-( Rupees Forty Lacs only) to Rs.2,00,00,000/- (Rupees Two crore only) by creation of 16,00,000 (Sixteen Lacs) New equity shares of Rs.10/- (Rupees Ten only) each. Consequently, Clause V of the Memorandum of Association and Article 3 (a) of the Articles of Association of the Company is proposed to be altered.

A Copy of Memorandum and Articles of Association of the Company together with the proposed alteration will be made available for inspection by the Members of the Company at its Registered office between 11:00 a.m. and 1:00 p.m. on any working day of the Company till the date of Annual General Meeting.

In terms of the provisions of Section (s) 16, 31and 94 consent of the Members is required for any alteration in Memorandum and Articles of Association of the Company. The Board recommends the Resolutions for your approval.

Under section 293(1)(d) of the Companies Act, 1956, the Board of Directors cannot except with the consent of the Company borrow moneys apart from temporary loans obtained from the Company's bankers in the ordinary course of business in excess of the aggregate of paid-up capital and free reserves of the Company, that is to say, reserves not set apart for any specific purpose. The members of the Company at the Extra-ordinary General meeting

held on April 20, 2010 by Special resolution authorised Board of Directors of the Company to borrow up to a limit of Rs. 2 crores. In view of increased volume of business envisaged in the forthcoming months, it is proposed to authorise the Board to borrow up to Rs2 crores and for this purpose approval of the members is sought under Section 293(1)(d) of the Act.

3.OPERATIONS :

Your Company is dealing in Institutional supply of Pharmaceuticals Generic products with the various procurement departments .   Every Company has to concentrate on both fronts the present to continue its operation successfully at the current level in the stronghold area for generating operational profit ,and the future to prepare itself for the challenges lying ahead. Since Bihar is considered a Gold Mine for Pharmaceutical Business due to very high rate of consumption of medicine by per capita population. This is the reason that all Pharma Companies have started their marketing venture from Bihar. Therefore, this aspects of marketing is on our plus side ; considering the facts that promoters of this company are having eighteen years of Marketing Experience of each and every town of Bihar & Jharkhand. Our company has set forth the target of achieving Rs.2 Crores sales in the year (2011-12) with a team of 25 Medical Representatives, Two Zonal Sales Managers & Five Regional Managers.

4.DIRECTORS :

None of the directors of the Company are disqualified for being appointed as directors as specified in Section 274 of the Companies Act, 1956Mr.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, Jugal Sah as Investment Committee Director & Mr. Manoj Kumar Thakur as a Legal Advisor of the Company. Dr. Bijay Kumar Gupta as Director Product Research Mr. Abinash Chandra Verma as Director Audit Committee, Mr. Kunal Mishra as Director Corporate Affairs & Mr. Mithilesh Kumar as Director Welfare Committee.

During the year, all the Directors are being eligible to continue further for the next financial year 2011-2012.  There is a clear procedure for appointments to the Board. Such appointments are formal and transparent and a matter for the Board as a whole. There is a clear division of responsibility to ensure a balance of power, such that no one individual has unfettered powers of decision-making. At 31 March 2011 the Board comprised Non-Executive and Executive Directors who, with their experience, knowledge and skill, add to the successful operation of the Company.

 Chairman and Managing Director - Managing the Executive Committee is the responsibility of the whole time Director, Mr. Priya Ranjan Shrivastava ( Chairman & Managing Director ) One of the Non-Executive Director Sri  Uday  Kant Thakur (Rtd.Addl.District Judge) is an independent Director.

  Shareholder Representation :

  • Board:
  • Mr Kamlendra Kumar , Mr. Manoj Kumar Thakur , Mr.Jugal Sah  , Mr. Kunal Mishra
  • Mr. Mithilesh Kumar , Dr. Bijay Kumar Gupta , Dr. Amaresh Kumar Singh
  • Audit Committee:
  • Mr. Abinash Chandra Verma     
  • Mr Tarun Kumar (Advocate), although he is not a Board Member
  • Investment Committee:   
  • Mr. Jugal Sah
  • Remuneration Committee:
  • Mr Tarun Kumar , although he is not a Board Member.
  • Transformation Committee: 
  • Dr.Amaresh Kumar Singh

 5.RESTRUCTURING MARKETING  PROFILE :

However when a new vendor is to be approved as the situations demand Oriscon Biotech Private Limited has written down procedures as per law for approval of new vendors. Stability study of the product and its quality is done when there is a change in manufacturer / vendor / supplier of critical materials like active ingredients of pharmaceutical molecule , Primary Packing materials & any critical equipments.
All finished products are tested to the specified standards as per norms given in specification. All the products of our company are subjected to chemical and microbiological analysis for total counts of microbes and absence of pathogenic organisms. The products are released for dispatch after compliance of the products to the specified standards.

 6.PERSONNEL

None of the employees of the Company is in receipt of remuneration drawing in excess of limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with (Particulars of Employees) Rules, 1975 as amended and hence no information is furnished thereto.

 7.PROPOSED CHANGE IN AUTHORISED SHARE CAPITAL OF THE COMPANY

The  Authorized Share Capital of the company be increased from Rs 40,00,000/- to Rs. 2,00,00,000/- by creation of 1600000 -further equity shares of Rs.10/- each ranking pari passu with the existing equity shares of the company."

 8. PROPOSED CHANGE OF STATUS TO A PUBLIC LIMITED COMPANY IN NEAR FUTURE

The Board of Directors has decided to take further steps to convert the same into a Public Limited Company in near future.

 9.PROPOSED CHANGE IN THE ADDRESS OF THE REGISTERED OFFICE

The Board of Directors has decided to change the Registered Office of the Company from its present location to

ORISCON  BIOTECH  (I)  PVT  LTD

Regd. Office : Plot No: C- 80, Ganesh Nagar,

Pandav Nagar Complex, New Delhi -110092, INDIA

Corporate Office: Plot No: C-31/32, G-3, Ganesh Nagar,

Pandav Nagar Complex, New Delhi -110092

Phone No: 011- 22486954 

Email

orisconbiotech@gmail.com     

( Click here )

 10.INDUSTRIAL RELATIONS

Cordial industrial relations prevailed during the year.

 11.DEPOSITS

Your Company has not accepted any public deposit during the period under review.

 12.AUDITORS

M/S  Jha Shailendra & Associates., Chartered Accountants, New Delhi , were appointed as first-auditors of the Company and their term of office expires at the ensuing Annual General Meeting. They, being eligible, offer themselves for appointment. A Certificate under Section 224 (1B) of the Companies Act, 1956 has  been obtained from them.

 13.DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

That in the preparation of the annual accounts, the applicable accounting standards had been followed;

that the applicable accounting policies have been consistently followed and that they had made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

That they had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

That they had prepared the annual accounts on a going concern basis.

 14.INFORMATION AS PER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956

Your Company has no activity relating to conservation of energy or technology absorption. Your Company did not have any foreign exchange earnings or outgo during the year.

 15. TECHNOLOGY ABSORPTION

Not Applicable

 16. FOREIGN EXCHANGE EARNINGS / OUTGO

The foreign exchange earnings/outgo of the Company for the year under review was nil.

 17. ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation for the cooperation received from the State Government of New Delhi, the Company's Bankers, valuable customers and others concerned with the Company.

Your Directors, also thank the executives, staff and employees of the Company for their valuable services and support during the year.

By Order of the Board,

For Oriscon Biotech (India) Private Limited

 ( Priya Ranja Shrivastava )

 Chairman & Managing Director

 New Delhi