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IEC Education Ltd.

BSE: 531840 | NSE: | Series: NA | ISIN: INE172B01017 | SECTOR: Computers - Software Medium & Small

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Annual Report

For Year :
2015 2013 2012 2011 2010 2009 2008 2006

Director’s Report

The Directors have pleasure in presenting their 21st Annual Report together with the Audited Accounts of the Company for Financial Year ended March 31, 2015. Financial Results The highlights of your Company''s Financial Results for the financial year ended March 31, 2015 are as follows: Rs.in Lacs Title Year ended Year ended 31.03.2015 31.03.2014 Revenue from Operations 335.7 345.54 Other Income / Loss (7.2) 126.39 Total Expenditure except Deprecation and Finance Cost 277.85 383.78 Interest 0.49 5.99 Depreciation and Amortization 63.44 58.96 Profit / Loss before Tax (13.28) 23.20 Provision for Tax (adjusted) 5.21 4.17 Profit / Loss for the year (8.07) 19.03 Consolidated Financial Statement In compliance with Clause 32 of Listing Agreement Consolidated Financial Statement are prepared in accordance with the Accounting Standards notified under section 133 of the Companies Act 2013 read with rule 7 of Companies (Accounts) Rules, 2014. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23 and Accounting Standard 27 as issued by The Institute of Chartered Accounts of India and illustrate the financial resources, assets, liabilities, income, profit and other details of the company and its subsidiaries as a single entity after elimination of minority interest. The Consolidated Financial Statements together with Auditor''s Report there on from part of the Annual Report. Operational Review Income from operations of the Company decreased to Rs. 335.7 Lacs, a decline of 2.85% against Rs. 345.54 Lacs in the previous year. Profit before taxation was Loss of Rs. (13.28) Lacs, as against Profit of Rs. 23.20 Lacs in the previous year. The net Loss of the Company is Rs. 8.07 Lacs as against income of Rs. 19.03 Lacs in the Previous Year. Tough Competition, larger demand supply gap followed by regulatory changes in service sector and education sector has led to less turnover and hence Loss. Share Capital The paid up equity capital of the company as on March 31, 2015 was Rs. 1526 Lacs. During the year under review, the Company has not issued any equity share, preference share or any other security . Reserves The reserves of the Company stood at Rs. 1934.42 as against Rs. 1946.15 Lacs in the last Financial Year. Dividend Your Directors had not recommended any dividend for the Financial year ended March 31, 2015. Public Deposits Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance Deposits) Rules, 2014. No deposits were unpaid or unclaimed at the end of the year. Directors During the Year under consideration, Mrs. Shalini Gupta was appointed as Non Executive Director of the Company at its Annual General Meeting held on 22.09.2014. One of the independent Directors, Brig. S.V.S. Chowdhry, Independent Director and Chairman of the Board of the Company resigned from the directorship of the Company on February 26,2015 and henceforth the Chairmanship of the Board. Mr. Ramesh Lal Gupta, Non Executive Non Independent Director in the Company resigned on 30.05.2015 due to illness. Dr. Naveen Gupta Managing Director of the Company was appointed as the Chairman of the Board At the meeting of the Board dated August08,2015. The Board at present comprises of seven Directors. Meeting of the Board of Directors During the financial year ended March 31, 2015 the meeting of Directors of your Company held five times on 30.05.2014,09.08.2014, 29.09.2014,13.11.2014and 14.02.2015 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 and clause 49 of the Listing Agreement. Nomination & Remuneration Policy Pursuant to the provision of section 178 of the Companies Act, 2013, the Board has, on the recommendation of Nomination & Remuneration Committee framed a policy which sets out the criteria for determining qualifications, positive attributes and independence of a Director. The detailed policy is available on the website of the Company at http://iecgroup.in/pdf/Nomination% 20and%20Remuneration%20Policy.pdfand is also annexed as Annexure A to this Report. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Subsidiary Companies and their performance As per the provisions of first proviso of sub section (3) of section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014, statement containing salient features of the financial Statement of Subsidiary Companies are given along with Consolidated Accounts in Form AOC -I. The Annual Accounts of the Subsidiaries along with related detailed information will be made available to the Members of the Company/Subsidiary Company seeking such information at such point of time. The Annual Accounts of the Company are also available for inspection for any Member during the business hours at the Registered Office of the Company and Subsidiary Companies can the same can be accessed from the website of the Company http://iecgroup.in/sfinancials.html. In compliance with Clause 49 of the Listing Agreement with the Stock Exchanges, the company has formulated Policy on Material Subsidiaries. The policy can be accessed at http://iecgroup.in/pdf/Policy%20on%20Material%20Subsidiary.pdf At present the company have three subsidiaries: 1. IECL earning and Management Limited 2. IEC Education and Infrastructure Limited 3. IECL easing and Capital Management Limited The company does not have any material subsidiary as of now and none of the company holds revenue of more than 10% of the revenue of their Holding Company. None of the subsidiary companies holds any major loans or investment. Auditors and Auditor''s Report M/s Nath and Hari Chartered Accountants, continued the Statutory Auditors of the Company for the year ended 31.03.2015. The term of office of M/s Nath and Hari Chartered Accountants expires at the conclusion of the ensuing AGM. The Auditors being eligible offer themselves to be re-appointed. Auditors submitted their report on the financials of the Company for the year ended March 31, 2014. The report was subjected to the following observations by the Auditor: (i) Note No:2.8 of financial statements relating to non registration of title deeds in respect of one building premises, (Net book value as at year end Rs. 50.74 Lacs, Previous year Rs. 51.92 Lacs) Management''s Response: The property originally belongs to two of the promoters jointly one of the promoters passed away and legal heirs were not available to complete the registration process. The property is in possession of the company since two decades and company runs their Registered Office on the same. The company is still putting its efforts to get this done. All legal documents have been signed by Transfer or in favor of the Company by means of Will, Affidavit, Surrender deed etc. (ii) Note No.: 2.22 at serial no.2 of financial statements relating to adjustments of entries arising out of confirmation/reconciliation of the accounts of parties; Management''s Response: (i) The amount includes an investment of Rs. 8.56 Lacs in one of the erstwhile subsidiary I EC Infotech Sdn. Bhd. against which shares were not issued, the matter is disputed. (ii) An amount advanced to one party during company''s project of School of Arts and Fashion which shall be recoverable. (iii) Note No.2.22 at serial no.5 of financial statements relating to non provision of trade receivables and long term loans and advances considered doubtful amounting to Rs. 499.71 Lacs and Rs. 38.03 Lacs respectively; Management''s Response: Company was awarded Computer Education Project by Delhi Government and Rajasthan School and College Project by Rajasthan Government during year 2000 and year 2003 respectively. Company successfully completed both the projects however the payment was disputed by then Delhi Government and Rajasthan Government. The matter is subject to Arbitration between Delhi Government and the Company. Regular correspondences are made with Rajasthan Government for recovery of the amount due. The management is confident that the money will be received from both the Governments. (iv) Note No.2.22 at serial no.6 of Financial Statement relating to not booking the income of Rs. 85 Lacs (Previous Year Nil) as per Agreement with one of the Trust in which Directors of the Company are interested. Accordingly revenue from operation would have been increased by Rs. 85 Lacs (Previous Year Nil) and profit before tax and Shareholders'' fund would have been increased accordingly(previous Year Nil) Management''s Response: The Company has cancelled the agreement with Vocational Education Trust (The Trust) owing to delay in completion of Educational Project. Due to delays in receiving the regulatory approvals by the Trust and henceforth start of revenue sharing the Company has decided to annul the Agreement and recover the amount invested. The Company is in process of recovering the amount invested in the project. (v) Note No. 2.22 at serial no. 7 of Financial Statement relating to short provision of service tax of Rs. 321.64 Lacs. Accordingly other expenses would have been increased by Rs. 321.64 Lacs (Previous Year Nil) and profit before tax for the year and shareholders'' fund would have been reduced accordingly. Management''s Response: the Company has received Service Tax notice from the department of Service Tax covering certain services of the Company under ambit of Service Tax wherein an amount of Rs. 321.64 Lacs was required to be paid to Service Tax Department which in the opinion of the Management is exempted from the purview of Service Tax. The matter is subjudice before Principal Commissioner of Service Tax. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014the Company has appointed M/SDharamveer Dabodia and Associates, firm of Company Secretaries In practice to under take the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure B. Secretarial Auditors submitted their report on the financials of the Company for the year ended March 31, 2015. The report was subjected to the following observations by the Auditor: It appears that the Form MGT-14 as prescribe under section 117 of the Companies Act, 2013 has not been filed at few instances. Management Response: The point is brought in notice of Management and requisite compliance shall be completed shortly in compliance with law. Internal Control Systems and Their Adequacy The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Chairman & Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. Vigil Mechanism Pursuant to the provisions of proviso to sub-section 10 of section 177 of the Companies Act, 2013, the Company has a vigil mechanism named Vigil Mechanism-Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy can be accessed on the website of the company. http://iecgroup.in/pdf/Vigil%20Mechanism.pdf Extract of Annual Return The details forming part of Annual Return inform MGT-9 is annexed herewith As Annexure C. Details of Material Orders Passed by Regulators a. Arbitration with Delhi Government Company was awarded Computer Education Project by Delhi Government during year 2000. Company successfully completed both the projects however the payment was disputed by then Delhi Government. The matter is sub judice in Arbitration before the Hon''ble Arbitrator Ms. JanakJuneja and Ms. Shampa Chakraverty. b. Service Tax The Company has received Service Tax notice from the department of Service Tax covering certain services of the Company under ambit of Service Tax wherein an amount of Rs. 321.64 Lacs was required to be paid to Service Tax Department which in the opinion of the Management is exempted from the purview of Service Tax. The matter is subjudice before Principal Commissioner of Service Tax. Particulars of Loans, Guarantees or Investments The company has not given any loans or guarantees of investments covered under the provisions of section 186 of the Companies Act, 2013. Related Party Transaction All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The related party transaction policy is available on the Company''s website at http://iecgroup.in/pdf/Related%20Party%20Transaction%20Policy.pdf Conservation of Energy a) Company ensures that its operations are conducted in the manner whereby optimum utilization 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 energy are not quantitative, its impact on cost cannot be stated accurately. Technology Absorption The present global scenario your Company strives to maintain and improve quality of its services and takes appropriate measures to keep pace with fast changing technological innovation. Foreign Exchange Earnings and Out-Go During the period under review there was no foreign exchange earnings or outflow. Particulars of Employees The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. Code of Conduct As per clause 49(II)(E) of Listing Agreement, the Company has laid down Code of Conduct for all Board Members of the Company and Senior Management as well and same has been posted on website of the Company. Annual Compliance Report for the Year ended 31st March, 2015 has been received from all the Board Members and Senior Management of the Company regarding compliance of all the Provisions of Code of Conduct. Declaration regarding compliance by Board members and senior management personnel with the Companies Code of Conduct is hereby attached as Annex ii /eD to this report. Additionally, company has also adopted code of conduct for Independent Directors of the Company in accordance with Companies Act, 2013 and Listing Agreement. Report on Corporate Governance and Management Discussion and Analysis The essence of existence of Corporate lies in good Corporate Governance Practice. Your Company has always adhered itself towards best governance practice. Your Company has maintained high level of integrity and transparency towards compliance of all laws, regulations, rules, guidelines whether provided by any enactment or issued by SE BI. As required under clause 49 of Listing Agreement, a report on Corporate Governance and Management Discussion and Analysis Report are annexed to this Annual Report and forms part of it. A certificate from M/s Nath and Hari Chartered Accountants, Delhi, the Statutory Auditors of the Company confirming compliance of conditionsofCorporateGovernanceasstipulatedunderClause49of the Listing Agreement is annexed as A finex ii re E to this report. Registrar and Share Transfer Agents M/s Alankit Assignments Ltd., in the capacity of Registrar and Share Transfer Agents of your Company, is looking after all the matters Relating to shares in transfer and dematerialisation. Members are hereby requested to send their correspondence regarding transfer of shares, Demat of shares and other queries to Registrar and Share Transfer Agents Alankit Assignments Ltd., 2E/21, Alankit House jhandewalan Ext, New Delhi-110055 Statutory Disclosure None of the Directors of your Company is disqualified as per the provisions of section 164 of the Companies Act, 2013. The Directors of your Company has made necessary disclosure as required under various provisions of Companies Act, 2013and Listing Agreement. Listing of Shares The shares of your Company are listed at 1. Bombay Stock Exchange, Phirozee Jeejeebhoy Tower, 25th floor, Dalal Street, Mumbai-400001 2. The Delhi Stock Exchange Association Limited, DSE house, 3/1 Asaf Ali Road, NewDelhi-110002 3. The Jaipur Stock Exchange Limited, J LN Marg, Malviya Nagar, Jaipur-302017 Disclosures pursuant to Clause 5A of Listing Agreement Pursuant to insertion of clause 5Ain Listing Agreement as per SEBI notification no. SEBI/CFD/DIL/LA/1/2009/24/04datedApril24,2009 the details in respect of the shares lying in the suspense account till March 31,2014 is as under: Description/No. of Cases/ No. of Shares 1. Aggregate Number of Share holders and the Outstanding shares in the initiation of suspense account ; 8Shareholders/ 1700Shares 2. Number of Shareholders who approached the Company for transfer of shares from suspense account during the year 2014-15 : NIL 3. Number of Shareholders to whom shares were transferred from suspense account during the year 2013-14 : NIL 4. Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lyingasonMarch31,2015 :8Shareholders /1700Shares Director''s Responsibility Statement In terms of section 134(5) of the Companies Act, 2013, the directors would like to state that: 1. In the preparation of the Annual Accounts for the period ended as on 31st March, 2015 the applicable Accounting Standards have been followed and no material departure has been identified. 2. Accounting Policies have been consistently applied in a reasonable and prudent manner so as to give true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2015 and of the Statement of Profit And Loss ended that date for the financial year ended 31st March, 2015. 3. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the applicable provisions of the Companies Act, 2013 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities. 4. The Annual Accounts for the Financial Year ended 31st March, 2015 have been prepared on going concern basis. 5. 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. 6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. Corporate Social Responsibility Company do not fall under the mandatory limits set for mandatory corporate social responsibility committee formation and contribution, but company ensures that being part of the society it is duty to give back to the society and take efforts to do it. Material Changes occurred between the end of financial year and date of report. The Board at their Meeting held on August 08, 2015 has annulled the agreement with Vocational Education Trust (The Trust) owing to delay in completion of Educational Project. VET informed that the delays are due to delay in receiving the regulatory approvals and this delay lead to delay in revenue sharing the Company has with the Trust, and decided to decided to annul the Agreement and recover the amount invested. The Company is in process of recovering the amount invested in the project. Acknowledgement Your Directors wish to place on record their gratitude in receipt of continued support and co-operation from various stakeholders including and not limiting to Shareholders, Customers, institutions, Governmental and Semi Governmental Agencies, Consultants other business Associates and Employees of the Company. For and on behalf of the Board Date : August 31,2015 Dr. Naveen Gupta Place: New Delhi (Chairman) (DIN0097128)

Director’s Report