Ihsedu Itoh Green Chemicals Marketing Pvt. LTD 8 Annual Report 2017-18
Ihsedu Itoh Green Chemicals Marketing Pvt. LTD 8 Annual Report 2017-18
Ihsedu Itoh Green Chemicals Marketing Pvt. LTD 8 Annual Report 2017-18
NOTICE
NOTICE IS HEREBY GIVEN THAT THE EIGHTH ANNUAL GENERAL MEETING OF IHSEDU
ITOH GREEN CHEMICALS MARKETING PRIVATE LIMITED WILL BE HELD AT 701,
TOWER “A”, PENINSULA BUSINESS PARK, SENAPATI BAPAT MARG, LOWER PAREL (WEST)
MUMBAI - 400 013 ON MONDAY, 23RD APRIL, 2018 AT 5.00 P.M. TO TRANSACT THE
FOLLOWING BUSINESS:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2018, Profit & Loss
Account for the period on that date and the Reports of the Board of Directors and Auditors thereon.
2. To appoint Auditor of the Company:
To consider and if thought fit, to pass with or without modification(s), the following Resolution as
an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable
provisions, if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force),
M/s. Vatsaraj & Co. Chartered Accountants (Firm’s Registration no. 111327W) who have offered
themselves for appointment and have confirmed their eligibility to be appointed as the Statutory
Auditors of the Company be and are hereby appointed as the Statutory Auditors of the Company
in place of M/s T.P. Ostwal & Associates LLP, Chartered Accountants, for a term of five years
commencing from the conclusion of this Annual General Meeting till the conclusion of 13th Annual
General Meeting of the Company to be held in the year 2023, subject to ratification of their
appointment by the Members at every Annual General Meeting till the 13th Annual General
Meeting, at such remuneration as may be mutually agreed between the Board of Directors of the
Company and the Statutory Auditors.”
“RESOLVED further that any director of the company be and is hereby authorized to do all such
acts, deeds, things, matters etc. as may be required to give effect to the above resolution”.
3. To consider and if thought fit, to pass with or without modification(s), the following Resolution as
an Ordinary Resolution:
“RESOLVED that pursuant to the provisions of Section 152 and any other applicable provisions
of the Companies Act, 2013 (“Act”) read with rules made there under (including any statutory
modification(s) or re-enactment thereof for the time being in force), Mr. Vikram
th
V. Udeshi who was appointed as a Director in casual vacancy on 27 April, 2013 and whose and
in respect of whom the Company has received a Notice in writing from a Member alongwith the
deposit of the requisite amount under section 160 of the Companies Act, 2013, proposing his
candidature for the office of Director, be and is hereby appointed as a Director of the Company,
liable to retire by rotation.”
“RESOLVED further that any director of the company be and is hereby authorized to do all such
acts, deeds, things, matters etc. as may be required to give effect to the above resolution”.
Place : Mumbai. By Order of the Board
Date : April 23, 2018
Abhay V. Udeshi
Chairman
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
Notes:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND
SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a
proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than
ten percent of the total share capital of the Company. A member holding more than ten percent
of the total share capital of the Company carrying voting rights may appoint a single person as
proxy and such person cannot act as a proxy for any other shareholder or person.
2. The instrument of proxy in order to be effective, should be deposited at the registered office of
the Company, duly completed and signed, not less than 48 hours before the commencement of
the meeting.
Abhay V. Udeshi
Regd. Office: Chairman
701, Tower “A”,
Peninsula Business Park,
Senapati Bapat Marg,
Lower Parel (West),
Mumbai – 400 013.
Route Map for AGM Venue:
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
Item No. 2:
The Members are informed that, M/s. T. P. Ostwal & Associates LLP, Chartered Accountants, (Firm
Registration No. 124444W/ W100150) were appointed as the Statutory Auditors of the Company hold
office of Statutory Auditor for a period of five years i.e till the conclusion of the 9th Annual General Meeting
of the Company to be held in the year 2019 subject to ratification by members at every Annual General
Meeting.
However, from the financial year commencing from the 1st April, 2018 it is proposed to recommend the
appointment of M/s. Vatsaraj & Co. Chartered Accountants (Firm’s Registration no. 111327W) as statutory
auditor of the Company in place of M/s T.P. Ostwal & Associates LLP, resigning auditor, for a period of
5 years i.e. till the conclusion of the 13th Annual General Meeting of the Company to be held in year 2023.
M/s. Vatsaraj & Co. have given their consent for appointment as Statutory Auditors and have confirmed
that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the
Companies Act, 2013.
The Board recommends the Ordinary Resolution at item No. 2 of this notice for approval by the Members.
None of the Directors of the Company and their relative is concerned or interested, financially or otherwise
in the above resolution.
Item No. 3:
The Members are informed that Mr. Vikram V. Udeshi was appointed as a Director in casual vacancy on
27th April, 2013 and it is proposed to regularize his appointment as Regular Director.
Pursuant to Section 160 of the Act, the Company has received a notice, together with requisite deposit of
Rs. 1 lac from a member signifying its intension to propose Mr. Vikram V. Udeshi, as candidate for the
office of Director of the Company.
Mr. Vikram V. Udeshi is not disqualified from being appointed as a Director in terms Section 164(2) of
the Act.
The Board of Directors accordingly recommends the resolution set out at the Item No. 3 of the
accompanying Notice for the approval of the members of the Company
Except for Mr. Vikram V. Udeshi, none of the other Directors of the Company / their relative are in any
way concerned or interested, financially or otherwise, in the resolution set out at item No. 3.
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
DIRECTORS' REPORT
To,
The Shareholders,
Your Directors have pleasure in presenting their Eighth Annual Report together with the Audited
Accounts of the Company for the period ended on 31st March, 2018
1. FINANCIAL HIGHLIGHTS:
(Amount In Rs.)
Particulars 2017-18 2016-17
Revenue from operations and other income 23,66,164 24,25,348
Profit / Loss before tax 15,35,849 16,29,202
Less: Tax Expenses
Current Tax 3,12,000 2,78,000
Add: Excess Provision of Earlier Years 1,55,471 -
Deferred Tax 2,45,481 2,25,426
Profit /Loss After Tax 11,33,839 11,25,776
The Financial Statements for the year 2017-18 have been prepared in compliance with the
new set of Indian Accounting Standards (IND AS) and the comparatives for the
corresponding previous year 2016-17 have been restated under IND AS for making items
comparable.
2. BUSINESS PERFORMANCE:
During the year your Company has achieved Service income of Rs. 12,65,451 compared to last year
Rs.13,04,140/-
In order to conserve the resources of the Company, your directors do not recommend any dividend.
The profit for the year is transferred to P&L Reserves account.
4. MATERIAL CHANGES:
There have been no material changes and commitments, if any, affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
The company has not provided any financial assistance to its employees as per section 67 of the
Companies Act, 2013. And employees of the company do not exercise any voting right in the
company directly or indirectly.
During the year under review there has been no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and company’s operations in
future.
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
5. SUBSIDIARY COMPANY:
As on March 31, 2018, the Company does not have any subsidiary.
The members are informed that, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, (Firm
Registration No. 124444W/W100150) are to be appointed as the Statutory Auditors of the Company
hold office of Statutory Auditor for a period of five years i.e till the conclusion of the 9th Annual
General Meeting of the Company from ensuing Annual General Meeting. However, from the
financial year commencing from the 1st April, 2018 Board of Director have recommended the
appointment of M/s. Vatsaraj & Co. Chartered Accountants (Firm’s Registration no. 111327W) as
statutory auditor of the Company in place of M/s T.P. Ostwal & Associates LLP for a period of 5
years i.e. till the conclusion of the 13th Annual General Meeting of the Company to be held in year
2023 subject to ratification of their appointment by the Members at every Annual General Meeting.
Pursuant to Section 139 of the Companies Act, 2013 the resolution for appointment M/s. Vatsaraj
& Co statutory auditor form part of notice of Annual General Meeting.
There are no qualifications or observations or remarks made by the Auditors in their Report.
As on March 31, 2018, the Board of Directors of the Company comprised of Five Directors, the
details of which are given below:
9. DEPOSITS:
The Company has not invited/ accepted any deposits from the public during the year ended March
31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.
The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure - I”.
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
Your Company is not required to constitute a Corporate Social Responsibility Committee as it does
not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required
to formulate policy on corporate social responsibility.
During the period ended March 31, 2018, five board meetings were held on April 24, 2017, July
24, 2017, October 17, 2017 and February 1, 2018. The gap between two meetings did not exceed
120 days.
Pursuant to the requirement under section 134(3)(C)of the Companies Act, 2013 with respect to
Directors’ Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and 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;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4
of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration
has been obtained.
The Company was not required to constitute a Nomination and Remuneration Committee under
Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the
Companies Act, 2013.
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
The Company was not required to constitute Audit Committee under Section 177(1) of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules,
2014.
The Company was not required to establish Vigil Mechanism under Section 177(9) of the
Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014
as the company has not accepted any deposit from the public nor company has borrowed money
from banks and public financial institution in excess of fifty crore rupees.
The provisions of Secretarial Audit under section 204 and Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.
As required pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013
and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of annual return in Form No MGT-9 attached herewith as Annexure-II and form
this Report.
None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Company has an internal financial control system commensurate with the size and scale of its
operations and the same has been operating effectively.
The Company has Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company’s competitive advantage.
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
All Related Party Transactions that were entered into during the financial year were on
arm’s length basis and in ordinary course of business. All the Related Party Transactions
are placed before the Board for approval.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaints were received regarding Sexual Harassment.
26. ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their appreciation and sincere gratitude to
the Government of India, Government of Maharashtra, and the Bankers to the Company for their
valuable support and look forward to their continued co-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees and all
those who have helped in the day to day management.
Abhay V. Udeshi
Chairman
Regd. Office:
701, Tower “A”,
Peninsula Business Park,
Senapati Bapat Marg,
Lower Parel (West),
Mumbai – 400 013.
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
ANNEXURE - I
Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) the
Companies (Accounts) Rules, 2014 and forming part of the Report of the Directors
(ii) the steps taken by the company for utilising alternate sources of energy: NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import
substitution: NIL
(iii) in case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)- : NIL
Details of Foreign Exchange used and earned are provided in Notes on Financial Statements.
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
ANNEXURE- II
Sr No. Particulars
i. CIN U24100MH2010PTC204838
ii. Registration Date 25/06/2010
iii. Name of the Company Ihsedu Itoh Green Chemicals Marketing Private
Limited
iv. Category Company Limited by Share
v. Sub-Category Indian Non – Government Company
vi. Address of the Registered office 701, Tower A, Peninsula Business Park, Senapati
Bapat Marg, Lower Parel, (W), Mumbai :- 400 013.
vii. Contact details (022) 40271300
viii. Whether listed company No
ix. Name, Address and Contact N.A
details of Registrar and Transfer
Agent
All the business activities contributing 10 % or more of the total turnover of the company shall be
stated:-
SI. No. Name and Description NIC Code of the % to total turnover of the
of main products / Product/ service company
services
1 Specialized Wholesale 466 53.48
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
Category of No. of Shares held at the beginning of the No. of Shares held at the end of the %
Shareholders year year change
during
the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoters
(1) Indian - - - - - - - - - -
a) Individual/HUF
b) Central Govt. or - - - - - - - - -
State Govt.
-
c) Bodies - - - - - - - - - -
Corporates
d) Bank/FI - - - - - - - - - -
e) any other - 750000 750000 60 - 750000 750000 60 - -
Company
SUB TOTAL:(A) - 750000 750000 60 - 750000 750000 60 - -
(1)
(2) Foreign - - - - - - - - - -
a) NRI-
Individuals
b) Other
Individuals
c) Bodies Corp.
d) Banks/FI
e) Any other…
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
Total - - - - - - - - - -
Shareholding of
Promoter
(A)=
(A)(1)+(A)(2)
B. PUBLIC - - - - - - - - - -
SHAREHOLDI
NG
(1) Institutions
a) Mutual Funds
b) Banks/FI
C) Central govt
d) State Govt.
e)Venture Capital
Fund
f) Insurance
Companies
g) FIIS
h) Foreign
Venture Capital
Funds
i) Others (specify)
NRI
OCB/ Foreign - 500000 500000 40 - 500000 500000 40 - -
Cos
SUB TOTAL - 500000 500000 40 - 500000 500000 40 - -
(B)(1):
(2)Non - - - - - - - - - -
Institutions
a) Bodies - - - - -
corporates
i) Indian - - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - - -
i) Individual
shareholders
holding nominal
share capital upto
Rs.1 lakhs
ii) Individuals
shareholders
holding nominal
share capital in
excess of Rs. 1
lakhs
c) Others
(specify)
i. Trust
SUB TOTAL - - -
(B)(2):
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
(ii)Shareholding of Promoters
S.No. Shareholder's Name Shareholding at the beginning of Shareholding at the end of the year
the year
No. of % of %of Shares No. % of total %of % change
Shares total Pledged / of Shares Shares of the Shares in
Share of encumbered company Pledged / sharehold
the to total encumber ing
company shares ed to total during
shares the year
Jayant Agro-Organics
1. Limited. 750000 60 - 750000 60 - -
Total
SI. No. Name of the Shareholder Shareholding at the beginning of Shareholding at the end of the year
the year
NIL
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs):
SI. Name of the Shareholder Shareholding at the Shareholding at the end of the year
No. beginning of the year
No. of % of total No. of shares % of total
shares shares of the shares of the
company company
NIL
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for
payment
(Amount in Rupees)
Particulars Secured Loans Unsecured Deposits Total
excluding Loans Indebtedne
deposits ss
Indebtedness at the beginning of the financial year (01.04.2017)
Principal Amount - - - -
Interest due but not - - - -
paid
Interest accrued but not - - - -
due
Total (i + ii+ +iii) - - - -
Change in Indebtedness during the financial year
Addition / (Reduction) - - - -
Indebtedness at the end of the financial year (31.03.2018)
Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) - - - -
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
1. Gross salary
(a) Salary as per provisions
contained in section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) Income-tax Act, 1961
Total (A)
2. Stock Option
3. Sweat Equity
NIL
4. Commission
-as % of profit
-others, specify
5. Others, please specify
Contribution to Provident Fund
Total (B)
Total (A+B)
Ceiling as per the Act
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
Independent Directors
Fee for attending board
committee meetings
Commission
Others, please specify
Total (1)
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act
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IHSEDU ITOH GREEN CHEMICALS MARKETING PVT. LTD.
Annual Report 2017-18
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