IEC Education Ltd.
|BSE: 531840||Sector: Services|
|NSE: N.A.||ISIN Code: INE172B01017|
|BSE 00:00 | 15 Apr||IEC Education Ltd|
|NSE 05:30 | 01 Jan||IEC Education Ltd|
|BSE: 531840||Sector: Services|
|NSE: N.A.||ISIN Code: INE172B01017|
|BSE 00:00 | 15 Apr||IEC Education Ltd|
|NSE 05:30 | 01 Jan||IEC Education Ltd|
Your Directors take pleasure in presenting to you the 25th Annual Report together withthe Audited Accounts of the Company covering the Financial Year ended March 31 2019.
The Financial highlights of the Company for the Financial Year ended March 31 2019 areas follows: (Rs. In Lakhs)
Operational Review / State of Companies Affairs
The Company has not carried any business activity during Financial Year ended March 312019. Profit before taxation was Loss of Rs. 94.02 Lakhs as against Loss of Rs. 91.00Lakhs in the previous year. The net Loss of the Company is Rs. 94.02 Lakhs as against Lossof Rs. 82.15 Lakhs in the Previous Year. The Company is in the process of reviving itsbusiness operations and is planning to commence its Franchise Operations with new improvedEducational Services. Apart from that the Management of the Company is also lookingforward to fetch benefit under various Educational Schemes floated by MHRD Government ofIndia.
Consolidated Financial Results
In compliance with Regulation 33 and Regulation 34 of SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 Financial Statements are prepared inaccordance with the Accounting Standards notified under section 133 of the Companies Act2013 read with rule 7 of Companies (Accounts) Rules 2014. The Consolidated FinancialStatements illustrate the financial resources assets liabilities income profit andother details of the company and its subsidiaries as a single entity. The ConsolidatedFinancial Statements together with Auditor's report there on from part of the annualreport.
The paid up equity capital of the Company as on March 31 2019 was Rs. 1526 Lakhs.During the year under review the Company has not issued any equity share preferenceshare or any other security.
The reserves of the Company stood at Rs.1717.62 Lakhs as against Rs. 1811.64 Lakhs inthe last Financial Year.
Your directors had not recommended any dividend for the financial year ended March 312019.
Your Company has not accepted any deposit within the meaning of section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014. During theyear under review there were no outstanding deposits.
During the year under consideration Mr Rasik Makkar resigned as Independent Directorfrom the Company on May 11 2018.Mr. Ashutosh Kumar Jha resigned as Chief Finance officerof the Company on June 11 2018.Mr. Ajay Kumar Jain resigned as Director of the Company onAugust 14 2018.Mr. Kailash Nath one of the Independent Directors of the Company hasgiven his resignation from w.e.f. September 13 2018. The Board of Directors haveappointed Mr. Bhishma Prasad Yadav as Chief Finance Officer of the Company w.e.f. November14 2018. None of the directors are liable to retire by rotation at the ensuing AnnualGeneral Meeting as Mrs. Shalini Gupta one of the Non Executive Directors (rotational)resigned w.e.f April 30 2019.
Meeting of the Board of Directors
During the Financial year ended March 31 2019 the meeting of Directors of yourCompany held 5
14.08.2017 14.11.2018 14.02.2019
Key Managerial Personnel
The Key Managerial Personnel of IEC Education Limited are:
1. Dr. Navin Gupta - Managing Director
2. Mr. C.V. Jain CEO (appointed by Board of Directors w.e.f. August 01 2019)
3. Mr. Bhishma Prasad Yadav - Chief Financial Officer
M/s Rakesh Varshney & Co. Chartered Accountants continued as statutory auditors ofthe company for financial year ended March 31 2019. They have been appointed by theShareholders for a period of five consecutive years beginning with Financial Year 2017-18till Financial Year 2021-22. M/s Rakesh Varshney resigned as Statutory Auditor of theCompany w.e.f. July 03 2019 due to his other pre-occupations. The Board of Directors attheir Meeting held on August 01 2019 has proposed the appointment of M/s Karan KhannaChartered Accountants (Membership No. 532004) as Statutory Auditor of the Company for aperiod of Five years beginning with Financial Year 2019 20. The Company has receivednecessary certificate from them under section139 and 141 of the Companies Act 2013 to theeffect that they satisfy the conditions under the said Act and the rules made there underfor their
Auditors submitted their report on the financials of the Company for the year thefollowing observations by the Auditor:
(i) The company has Loans & Advances with related parties which are longoutstanding .
Management's Response: The major amount includes the recovery from VocationalEducation Foundation and Vocational Education Trust. The Board of Directors at theirmeeting held on May 30 2019 resolved to send notices to both of the Parties for recoveryof the outstanding amount. The same shall be recoverable during FY 2019-20.
(ii) Investment Rs. 7527000/- in subsidiaries whose net worth is either 100% erodedor 50% eroded & are not doing any business their valuation is not substantiated.
At present the management is looking forward to revive the franchise businessoperations of operations of the Company shall be shared amongst the subsidiaries dependingupon the objects of the Companies and further the same shall be subject to approval byBoard of Directors.
(iii) The company has Sundry Debtor: those are Long Outstanding. Management's Response:
Company was awarded "Computer Education Project" by Delhi Government and"Rajasthan School and College Project" by Rajasthan Government during year 2000and year 2003 respectively. Company successfully completed both the projects however thepayment was disputed by then Delhi Government and Rajasthan Government. The matter issubject to Arbitration between Delhi Government and the Company. Regular correspondencesare made with Rajasthan Government for recovery of the amount due. The management isconfident that the money will be received from both the Governments.
(iv) The company has 3419.02 Lacs in investment Loans & Advances & SundryDebtors and net worth of Rs. 3337.65 Lacs as such amounts outstanding & are not beingrecorded for is more than net worth.
The amount was given to the trusts in previous years for execution of one of theEducational Projects. The amount shall be recoverable in the current FY.
(v) The company is not doing any business for Long
Management's Response: The Board of Directors has at their meeting held on May 302019 resolved to revive its franchise business model along with other available avenues.
(vi) The company is not paying its statutory dues
Management's Response: All the statutory dues that are pending shall be paid by duedate as per the prevailing legal framework.
Extract of Annual Return
The details forming part of Annual Return in form MGT-9 is annexed herewith as AnnexureA.
Directors Responsibility Statement
In terms of section 134(5) of the Companies Act 2013 the directors
1. In the preparation of the Annual Accounts for the period ended as on 31st March2019 the applicable Accounting Standards have been followed and no material departure hasbeen identified.
2. Accounting Policies have been consistently applied in a reasonable and prudentmanner so as to give true and fair view of the state of affairs of the Company for thefinancial year ended 31st March 2019 and of the Statement of Profit And Loss ended thatdate for the financial year ended 31st March 2019.
3. Proper and sufficient care has been taken for the maintenance of adequate records inaccordance with the applicable provisions of the Companies Act 2013 for safeguarding theAssets of the Company and for preventing and detecting fraud and other irregularities.
4. The Annual Accounts for the Financial Year ended 31st March 2019 have been preparedon going concern basis.
5. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
6. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
Details of Fraud reported by Auditors
No fraud as required under section 143 of the Companies Act 2013 has been reported bythe Auditors for the Financial Year ended March 31 2019.
Details of Material Orders Passed by Regulators
No Material Order has been passed by any regulator affectingthe business operations ofthe Company except the penalties imposed by Bombay Stock Exchange for late compliance ofRegulation 31 & 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Also the trading in the shares of the Company has been suspended onaccount of the same. The Company has made an application of Bombay Stock Exchange for thewaiver. The matter is still pending with Bombay Stock Exchange.
Declaration by Independent Directors
All independent Directors have given declaration that they meet the criteria of-independence as laid down under section 149(6) of the Companies Act 2013.
Independent Directors considered / evaluated the performance of the non - independentDirectors at a meeting without anyone from the non - independent Directors and Management.
The Board subsequently evaluated performance of the Board the Committees andIndependent Directors (without of the relevant director).
Nomination and Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee hasalready framed a policy for selection and appointment of Directors Senior Management andtheir remuneration. The Company's policy on appointment and remuneration includingcriteria for determining qualifications positive attributes and Report forming Part ofthe Annual Report. The detailed policy is available on the website of the Company athttp://iecgroup.in/pdf/ Nomination%20and%20Remuneration%20Policy.pdf
Pursuant to section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s Kajal Goyal and Associates to undertake the Secretarial Audit of the Company forFinancial Year 2018-19. The Secretarial Audit Report is annexed herewith as Annexure B.
The following are the observations made by the Secretarial Auditor in their report:
The Company's financial assets constitute more than 50% of the total assets thus thecompany is carrying out NBFI Activity without having registration certificate as requiredunder section 45(ia) of RBI Act.
Management's Response: The Company was carrying Educational Business Activity frompast so many years and the fact is also evident from the previous year financials andincome from main business was much higher than financial income. However as of now thereis no business in the company and company is the process of restructuring it businessmodel.
Delayed filing some of the reports for the March Quarter 19 and June Quarter 2019.
Management Response: the company is a law abiding company and has always endeavoredto file authorities however the shareholding pattern was lately filed as the there was nochange in the shareholding of promoter or any other major shareholder of the Companyduring the period under default. The company has since filed all the pending reports.
Particulars of Loans Guarantees or Investments
The company has not given any loans or guarantees of investments covered under theprovisions of section 186 of the Companies
Material Changes occurred between the end of financial year and date of report.
No material changes have occurred between the end of Financial year and the date of theReport except the resignation of Mrs. Shalini Gupta as Non Executive Director of theCompany and appointment of Mrs. Anita Menon as Woman Director (Additional) and Mr. SunilKumar as Additional Director of the Company.
Related Party Transaction
No new related party transaction was entered into during the current financial year.There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large. The related party transaction policy isavailable on the Company's website athttp://iecgroup.in/pdf/Related%20Party%20Transaction%20Policy.pdf Form AOC-2 has beenattached as Annexure C to Directors Report.
Conservation of Energy a) Company ensures that its operations are conducted in themanner whereby optimum utilization and maximum possible saving s of energy is achieved.ener consumption.
b) No specific investment has been made in reduction in
c) As the impact of measures taken for conservation and optimum utilization of energyare not quantitative its impact on cost cannot be stated accurately.
The present global scenario your Company strives to maintain and improve quality of itsservices and takes appropriate measures to keep pace with fast changing technologicalinnovation.
Foreign Exchange Earnings and Out-Go
During the period under review there was no foreign exchange earnings or outflow.
Internal Control Systems and Their Adequacy / Risk Management
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board and to theChairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
Corporate Social Responsibility
Company do not fall under the mandatory limits set for mandatory corporate socialresponsibility committee formation and contribution but company ensures that being partof the society it is duty to give back to the society and take efforts to do it.
Performance of Subsidiaries / Joint Ventures and Associates
As per the provisions of first proviso of sub section (3) of section 129 of theCompanies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014 statementcontaining salient features of the financial Statement of Subsidiary Companies are givenalong with Consolidated Accounts in Form AOC - I. The Annual Accounts of Subsidiaries areprepared in accordance with applicable accounting standards and forms part of this AnnualReport and accounts. The Annual Accounts of the Subsidiaries along with related detailedinformation will be made available to the Members of the Company / Subsidiary Companyseeking such information at such point of time. The Annual Accounts of the Company arealso available for inspection for any Member during the business hours at the RegisteredOffice of the Company and Subsidiary Companies can the same can be accessed from thewebsite of the Company http://iecgroup.in/sfinancials.html.
In compliance with Regulation 24 of the SEBI (LODR) Regulations 2015 the company hasformulated Policy on Material Subsidiaries. The policy can be accessed athttp://iecgroup.in/pdf/Policy%20on%20Material%20Subsidiary.pdf
At present the company has three subsidiaries:
1. IEC Learning and Management Limited
2. IEC Education and Infrastructure Limited
3. IEC Leasing and Capital Management Limited
The company does not have any material subsidiary as of now and none of the companyholds revenue of more than 10% of the revenue of their Holding Company. None of thesubsidiary companies holds any major loans or investment.
Pursuant to the provisions of proviso to sub-section 10 of section 177 of the CompaniesAct 2013 the Company has a vigil mechanism named Vigil Mechanism-Whistle Blower Policyto deal with instance of fraud and mismanagement if any. In staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to the high standards of CorporateGovernance and stakeholder responsibility. The Policy can be accessed on the website ofthe company. http://iecgroup.in/pdf/Vigil%20Mechanism.pdf
Particulars of Employees
As per the provisions of section 13 of the Companies Act 2013 the Report of Accountsare being sent to all members of the Company excluding the information relating toEmployees to be given under section 197(12) of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thesaid information would be available for inspection by the members at the Corporate Officeof the Company i.e. E-216 East of Kailash New Delhi - 110065 during business hours onworking up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such members may write to the Company Secretary in advance.
Code of conduct
As per regulation 17(5) of SEBI (LODR) Regulations 2015 the Company has laid downCode of Conduct for all Board Members of the Company as well as Senior Management and samehas been posted on website of the Company. Annual Compliance Report for the Year ended31st March 2019 has been received from all the Board Members and Senior Management of theCompany regarding compliance of all the Provisions of Code of Conduct. Further pursuant toschedule V of SEBI (LODR) Regulations 2015 declaration regarding compliance by Boardmembers and senior management personnel with the Companies Code of Conduct is herebyattached as Annexure D to this report.
Additionally company has also adopted code of conduct for Independent Directors of theCompany in accordance with Companies Act 2013 and SEBI (LODR) Regulations 2015.
Report on Corporate Governance and Management Discussion and Analysis
The essence of existence of Corporate lies in good Corporate Governance Practice. YourCompany has always adhered itself towards best governance practice. Your Company hasmaintained high level of integrity and transparency towards compliance of all lawsregulations rules guidelines whether provided by any enactment or issued by SEBI. Asrequired under Regulation 34 of SEBI (LODR) Regulations 2015 read with Schedule V to thesaid regulations a report on Corporate Governance and Management Discussion and AnalysisReport are annexed to this Annual Report and forms part of it. Further pursuant toSchedule V of SEBI
(LODR) Regulations 2015 a certificate from M/s Rakesh Varshney & Co. CharteredAccountants Delhi the Statutory Auditors of the Company confirming compliance ofconditions of Corporate Governance is annexed as Annexure E to this report
Registrar and Share Transfer Agents
M/s Alankit Assignments Ltd. in the capacity of Registrar and Share Transfer Agents ofyour Company is looking after all the matters relating to shares in transfer anddematerialization. Members are hereby requested to regarding transfer of shares Demat ofshares and other queries to Registrar and Share Transfer Agents Alankit Assignments Ltd.
2E/21 Alankit House Jhandewalan Ext. New Delhi - 110 055
None of the Directors of your Company is disqualified as per the provisions of section164 of the Companies Act 2013. The Directors of your Company has made necessarydisclosure as required under various provisions of Companies Act 2013 and ListingAgreement.
Listing of Shares
The shares of your Company are listed at 1. Bombay Stock Exchange Phirozee JeejeebhoyTower 25th floor Dalal Street Mumbai-400001
Your Directors wish to place on record their gratitude in receipt of continued supportandco-operation from various stakeholders including and not limiting to ShareholdersCustomers institutions Governmental and Semi Governmental Agencies Consultants otherbusiness Associates and Employees of the Company.