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 26th Annual Report together withthe Audited Accounts of the Company covering the Financial Year ended March 31 2020.
The Financial highlights of the Company for the Financial Year ended March 31 2020 areas follows:
(Rs. In Lakhs)
Operational Review / State of Companies Affairs
The Company has not carried any business activity during Financial Year ended March 312020. Profit before taxation was Loss of Rs.53.69 Lakhs as against Loss of Rs. 94.02Lakhs in the previous year. The net Loss of the Company is Rs.53.69 Lakhs as against Lossof Rs. 94.02 Lakhs in the Previous Year. During the year your Company has explored andevaluated various options in education sector for reviving and revitalizing businessactivities. However due to Corona pandemic these plans could not be initiated in thecurrent year so far. We are in talks with one of the renowned educational institutes in UKfor running their online programs in India under IEC brand. We have also entered into anMOU with a renowned Chennai based company for running various educational programs online. It is also proposed to explore the various areas for providing managerialconsultancy to a number of educational institutes in the years to come. Announcement ofnational educational policy has opened new horizons in the education field. Your Companyis also evaluating various facets of the policy before taking a plunge in the market withgreat hope and aspirations. We expect that the last quarter of the current year may see anew beginning for your company.
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 2020 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. 1675.03 Lakhs as against Rs.1717.62 Lakhs inthe last Financial Year.
Your directors had not recommended any dividend for the financial year ended March 312020.
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. Sunil Kumar Joined as an independent directorand Mrs. Anita Menon also joined the board as a non-executive director. Mrs. Shalini Guptaresigned from the position of Director on April 30 2019. During the Financial year endedMarch 31 2020 the meeting of Directors of your Company held 9 times on 30.05.20191.08.2019 14.08.2019 4.11.2019 13.11.2019 20.12.2019 3.01.2020 5.02.2020 and14.02.2020.
Key Managerial Personnel
The Key Managerial Personnel of IEC Education Limited are:
1. Dr. Naveen Gupta - Managing Director
2. Mr. Chander Veer Jain CEO and Company Secretary
3. Mr. Bhishma Prasad Yadav - Chief Financial Officer
M/s Rakesh Varshney resigned as Statutory Auditor of the Company w.e.f. July 03 2019due to his other preoccupations. The Board of Directors at their Meeting held on August01 2019 has proposed the appointment of M/s Karan Khanna Chartered Accountants(Membership No. 532004) as Statutory Auditor of the Company for a period of Five yearsbeginning with Financial Year 2019 20. In the last AGM of the company M/s Karan KhannaChartered Accountants (Membership No. 532004) has been appointed as statutory auditors ofthe company for a period of 5 years. The Company has received necessary certificate fromthem under section 139 and 141 of the Companies Act 2013 to the effect that they satisfythe conditions under the said Act and the rules made there under for their appointment.
Auditors submitted their report on the financials of the Company for the year endedMarch 31 2020. The report was subjected to the following observations by the Auditor:
OVERDUE LOANS AND ADVANCES
The company has Loans & Advances with related parties which are long outstanding.
The major amount includes the recovery from Vocational Education Foundation andVocational Education Trust. The amount was given to the trusts in previous years forexecution of the Educational Projects. We were expecting starting of recovery from thesesocieties and trust from current year onwards. Though we have been successful inrecovering some amount still a major portion is due for recovery. We observe that due tosharp fall in higher education activities immediate recovery of all the dues from them isnot possible. Even using legal means may not fetch the desired results as the legalprocess is always very lengthy and it may rather delay our recovery chances. Our Board hasbeen working on a formula under which we may recover the amount from them over a period offew years. We are confident that we would be in a position to recover the entire amountfrom them on regular basis in next few years.
NON-RECOVERY OF SUNDRY DEBTORS (590.90 LAKHS) The company has Sundry Debtor those areLong Outstanding
The Company was awarded "Computer Education Project" by Delhi Government and"Rajasthan School and College Project" by Rajasthan Government during year 2000and year 2003 respectively. The Company successfully completed both the projects howeverthe payment 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. In fact oursettlement proposal is pending with the Delhi Government in one of the cases underarbitration. We are expecting that to be settled in the current year only. For other casealso we are in talks with Delhi Government and hope that it will also be resolved amicablysoon. Though there has been delay due to legal cases but we are hopeful to get the casessettled in our favor soon and expect full recovery of our dues.
GOING CONCERN AND BANK TRANSACTIONS
Investment in subsidiaries whose net worth is either 100% eroded or 50% eroded &are not doing any business their valuation is not substantiated.
Revival of business has always been a huge task particularly when the business is downfor more than 2 years. All these years management has explored various options to startlong lasting and profitable educational business activities. We have been working on awinning formula that supports our vision. During the year we have tied up with 361DM acompany into on line education business to run their courses under the banner of IEC.Similarly we are talking to OBS a UK based company for running their programs on lineunder our brand name. We are also in talks with some of the educational institutes toprovide them admission and management consultancy. However due to COVID pandemic theimplementation of our activities have been delayed and we expect them to start immediatelyafter normalization of situation in the country. Efforts towards revival of ourfranchisees are also bearing fruits. We expect that year 20-21 shall be a year that willsee revival of our company as well as our subsidiaries as business operations of theCompany shall be shared amongst the subsidiaries depending upon the objects of theCompanies and further the same shall be subject to approval by Board of Directors. Bankaccounts will also be active on start of the business in the company.
The company is not paying its statutory dues.
All the statutory dues that are pending shall be paid during the current financial yearand 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 would like tostate that:
1) In the preparation of the Annual Accounts for the period ended as on 31st March2020 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 2020 and of the Statement of Profit and Loss ended thatdate for the financial year ended 31st March 2020.
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 2020 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 was 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 2020.
Details of Material Orders Passed by Regulators
No Material Order has been passed by any regulator affecting the 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 complied with all the regulatory requirements and hasbeen filing all compliances on time. We are in the process of filing the application forremoval of suspension of trading and expect a favorable decision in the matter soon.
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 participation 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 independence areprovided in the Corporate Governance Report forming Part of the Annual Report. Thedetailed policy is available on the website of the Company athttps://iecgroup.in/wp-content/uploads/2019/12/Nomination-and-Remuneration-Policy.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 2019-20. The Secretarial Audit Report is annexed herewith as
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 of some of the intimations and eforms.
Management Response: The Company is a law abiding Company and has always endeavoredto file the requisite filings with the authorities and now shall ensure timely reportingof all intimations and eForms with the requisite authorities.
Further rest of the comments/observations made by the Secretarial Auditor of theCompany is self-explanatory and needs no explanation thereof.
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 Act 2013.
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.
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 athttps://iecgroup.in/wp-content/uploads/2019/12/Related-Party-Transaction-Policy.pdf FormAOC-2 has been attached as Annexure C to Directors Report.
Conservation of Energy
a) Company ensures that its operations are conducted in the manner whereby optimumutilization and maximum possible saving s of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
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 out flow.
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 theefficacy and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of internal audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe 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. In compliance with Regulation 24 of the SEBI(LODR) Regulations 2015 the company has formulated Policy on Material Subsidiaries. Thepolicy can be accessed athttps://iecgroup.in/wp-content/uploads/2019/12/Policy-on-Material-Subsidiary.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 companyhttps://iecgroup.in/wp-content/uploads/2019/12/Vigil-Mechanism-Whistle-Blower-Policy.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 2020 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 ofconduct for Independent Directors of the Company in accordance with Companies Act 2013and 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 Karan Khanna &Associates Chartered Accountants Delhi the Statutory Auditors of the Company confirmingcompliance of conditions 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 send their correspondence regardingtransfer of shares Demat of shares and other queries to Registrar and Share TransferAgents Alankit Assignments Ltd. 2E/21 Alankit House Jhandewalan Ext. New Delhi - 110055
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 Bombay Stock Exchange Phirozee JeejeebhoyTower 25th floor Dalal Street Mumbai-400001
Your Directors wish to place on record their gratitude in receipt of continued supportand co-operation from various stakeholders including and not limiting to ShareholdersCustomers institutions Governmental and Semi-Governmental Agencies Consultants otherbusiness Associates and Employees of the Company.
Form No. MGT-9
Extract of Annual Return as on Financial Year ended March 31 2020
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. Registration and other details
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category wise Shareholding
ii. Shareholding of Promoters
iii. Change in Promoter's Shareholding
iv. Shareholding pattern of top ten Shareholders (other than Directors Promoters andholders of GDRs & ADRs)
v. Shareholding pattern of Directors and KMP
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Remuneration to Managing Director Whole-time Directors and/or Manager:
b. Remuneration to other Directors
Remuneration to Key Managerial Personnel Managing Director Whole-time Directors and/orManager:
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES