Oriscon Biotech (I) Pvt Ltd

MESSAGE UPDATED ON 20th AGUST,2011, by - DR. A. K. Singh

Wishing you all the best !!

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 (2010-11) .

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.

Considering the facts that your company has already reimbursed 14% dividend for year ended (2010-11) to all the Promoters/Members according to their actual investments , besides that the share value of Rs. 10 increases to Rs. 70 in just five years and in the process the initial investment made by all of you have seen a quantum jump in terms of capital base & share price.

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 financer 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 ( 2011-12 ),as on the end of 31st March 2011, 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. 14,00,000:00 (Rs. Fourteen Lakhs)

Break - up is as follows:

Value of ten thousand shares = Rs. 7,00,000 :00

( Rs. Seven Lakhs as on 31st March , 2011 )

Deposited amount as per original agreement =

Rs. 7,00.000 :00 ( Rs. Seven Lakh @ 12%interest )

Therefore, Member 'A' will have to pay the difference between Rs. Fourteen Lakhs and the actual amount paid by him as on 31st March 2011.

Before I end , I would like to thank all of you for your active participation

and contributions towards the cause of the Company.

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 :

Considering the case history of one of our Promoter who opted to withdraw his Membership by way of surrendering his share to the company and another case of further inclusion of three Promoters in the company .

[ As earlier in Para - 5 of Director's Report 2010 with the heading of RESTRUCTURING PROMOTER'S PROFILE : The company has received notice from one of Promoter Sri Rakesh Chandra Jha proposing the withdrawal from the members / Promoters list of the Company and a decision in his favour has been taken by the Board of Directors in this regard . Three new Promoters has been included in the financial year ( 2009 - 10 ). ]

WE ARE MENTIONING SOME OF IMPORTANT LAW POINT FOR YOUR 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