Your directors take pleasure in presenting to you the 29th Annual Report
together with the Audited Financial Statements of the Company for the Financial Year ended
March 31, 2023.
Financial Highlights
The Financial highlights of the Company for the Financial Year ended March 31, 2022 is
provided below:
|
|
|
|
(Rs. In Lakhs) |
|
Standalone |
Consolidated |
Particulars |
31-03-2023 |
31-03-2022 |
31-03-2023 |
31-03-2022 |
Revenue from Operations |
0.00 |
0.00 |
0.00 |
0.00 |
Other Income |
32.01 |
0.92 |
32.01 |
1.09 |
EBITDA |
(19.66) |
(19.46) |
(21.79) |
(21.93) |
Finance Cost |
0.00 |
0.00 |
0.00 |
0.00 |
Depreciation and Amortization |
1.29 |
1.63 |
1.29 |
1.63 |
Profit/Loss before Tax |
(20.95) |
(21.09) |
(23.09) |
(23.57) |
Provision for Tax (adjusted) |
0.00 |
0.00 |
0.00 |
0.00 |
Profit/Loss for the year |
(20.95) |
(21.09) |
(23.09) |
(23.57) |
Operational Review / State of Companies Affairs
On Standalone basis, the Company has not carried any business activity during Financial
Year ended March 31, 2023. The Company Earnings before Interest Depreciation and Tax stood
at Rs. (19.66) Lakhs, the same was Rs. (19.46) Lakhs for the previous period. Loss before
taxation stood at Rs. 20.95 Lakhs, as against Loss of Rs. 21.09 Lakhs in the previous
financial year. The net Loss of the Company stood at Rs. 20.95 Lakhs as against Loss of
Rs. 21.09 Lakhs in the previous Financial Year.
On Consolidated basis, the Earnings before Interest Depreciation and Tax stood at Rs.
(21.79) Lakhs, the same was Rs. (21.93) Lakhs for the previous period. Loss before
taxation stood at Rs. 23.09 Lakhs, as against Loss of Rs. 23.57 Lakhs in the previous
financial year. The net Loss of the Company stood at Rs.23.09 Lakhs as against Loss of Rs.
23.57 Lakhs in the Previous Financial Year.
Share Capital
As on Financial Year ended March 31, 2023, the authorised, issued, subscribed and paid
up capital of the Company stood at Rs. 15,60,00,000 consisting of 1,52,60,000 equity
shares of Rs. 10/- each. During the year under review, the Company has not issued any
equity share, preference share or any other security.
Transfer to Reserves
During Financial Year 2022-23, the Company has not transferred any amount to the
reserves of the Company.
Dividend
Considering the shortage of funds and in view of loss incurred by the Company, your
directors think it prudent to not declare any dividend for Financial Year 2022-23,
Dividend Distribution Policy available on website of the company at www.iecgroup.in
Public Deposits
Your Company has not accepted any deposit within the meaning of section 73 of the
Companies Act, 2013 during the Financial Year read with Companies (Acceptance of Deposits)
Rules, 2014. The Company has share application money, pending for refund, appearing in the
books of accounts of the Company.
Directors
During the year under consideration, Mr. Hemang Gopal Bhatt (DIN: 02111551) was
appointed as Non-executive, Nonindependent Director in the Company via resolution passed
by the members of the Company during their meeting dated September 29, 2022. In terms with
the provisions of section 152 of the Companies Act, 2013, Mrs. Shalini Gupta (DIN:
00114181) is due to retire by rotation at Annual General Meeting of the Company and being
eligible had offered herself for re-appointment was reappointed in the meeting of members
dated September 29, 2022. During the details of Board Meetings held and attendance at each
Board Meeting is provided in a separate section of Corporate Governance Report forming
part of this Annual Report.
Auditors
Based on recommendations of Audit Committee of the Company, the members in
extra-ordinary general meeting held on July 25, 2022 appointed APT & Co. LLP,
Chartered Accountants (FRN: 014621C/N500088) as Statutory Auditor of the Company for
financial year till 2026-27. APT & Co. LLP have audited the Standalone and
Consolidated Financial Statements ("Financial Statements") of the Company for
Financial Year ended March 31, 2023 and have submitted Audit Report which forms part of
this Annual Report. There have been no incidence of Fraud reported by the Statutory
Auditors under section 143 (12) of the Companies Act, 2013. The Audit report is with
qualified opinion of the Statutory Auditors and the Management's response thereto is
provided below:
1. The absence of business activities may cast significant doubt on the entity's
ability to continue as a going concern
Management is confident the Company will be able to sail through the tough time and
bounce back on revenue stream, Company is planning to start projects (not anything
specific as of now).
2. The System of Internal Financial Control over financial reporting with regards to
the company were not made available to us to enable us to determine if the company has
established adequate internal financial control over financial reporting and whether such
control were operating effectively.
The qualification relates to establishment of systems of Internal Financial Control
over Financial Reporting. The Audit Committee reviews the Company's financial
results/statements before they are placed before the Board for approval. Also, the Company
is not generating any revenue since long.
3. The company has not deposited statutory liabilities with concerned Government
authorities under various Acts. It has also not provided for interest/penalty/for such
default.
Quantified in notes to Audit Report. The statutory dues have not been deposited due to
lack of funds as the Company is not operational. Further all dues will be deposited in
near future, once the financial position of the Company improves.
4. Property Plant & Equipment (PPE) having Net Carrying amount as on March 31, 2023
amounting to Rs. 41.30 Lakhs comprises of Building, the Title deed of such property is not
held in the name of the company.
The Company has applied for mutation of property in its name and shall be closed
shortly.
5. The Borrowings amounting to Rs. 168.19 Lakhs is outstanding and the management has
not provided any details and the same is subject to reconciliation.
The matter was disputed and is presently time barred and due to such reasons the
balance outstanding was not reconciled. In case it is to be paid then the liability is
already entered in books of accounts.
6. Other Financial Assets amounting to Rs. 2628.69 Lakhs and Trade Receivables
amounting to Rs. 590.90 Lakhs is long outstanding and also is subject to confirmation /
reconciliation, and deviation in the same may affect the financial position and/ or
financial performance of the company, to the extent.
This amount is receivable and confirmation to that effect is also provided to the
auditor and there is no deviation. Out of total amount, the confirmation and
reconciliation of balance is given for the major amount and as regard the balance amount
is concerned, the amount relates to projects in which the arbitration proceedings are
going on, due to which the confirmation couldn't be provided.
7. Investment amounting to Rs. 76 Lakhs in subsidiaries which are not doing any
business. These Investments are not substantiated.
The amount of Rs. 76 Lakhs in share capital of the Subsidiary Companies are shown at
cost. The same also tallies with the share capital of the subsidiaries
8. The Company has deferred tax asset amounting to Rs. 60.18 Lakhs as at March 31, 2023
despite the company been incurring cash losses since long and also not doing any business.
This is an old balance and no action has been taken by the Company since the Company is
non operational.
9. Trade Payables amounting to Rs. 0.61 Lakhs lying as on 31.03.2023 are subject to
reconciliation and confirmation. Also, the company does not have details of amount due to
MSME vendors and accordingly we cannot comment upon the interest payable on amount due to
MSME vendors..
For the amount under trade paybles, the record is not available but the amount is
payable. Also, the Company doesn't have the confirmation that if its vendors are MSME. The
Company had made efforts to seek details from its vendors, however the same are not
provided as on date.
10. Other Current Liabilities includes Rs. 4.60 Lakhs in respect of Share
Application Money received pending allotment since long. The company has also not provided
for interest /penalty for such default.
Company is in process of identifying and closing the Share Application Money due.
Further, the Board of Directors of the Company had recommended appointment of APT &
Co. LLP, Chartered Accountants (FRN: 014621C/N500088) as Statutory Auditor of the Company
for a period of five financial years beginning with Financial Year 2022-23. The Board of
Directors recommend the appointment of APT & Co. LLP Chartered Accountants as
Statutory Auditor of the Company.
Secretarial Audit
The Board of Directors had appointed Zalak M T & Associates (Membership No. A33890)
as Secretarial Auditor of the Company for Financial Year ended March 31, 2023. They have
submitted the Secretarial Audit Report (Annexure-I) with qualified opinion, Management's
response thereto is provided below:
1. The Company Secretary of the Company i.e. Mr. Shrey Rustogi has been appointed
w.e.f. 30th August, 2022 and before that, there was no Company Secretary on
Board
The Company was not earning any revenues to support the remuneration of professional
and hence the appointment was delayed now complied.
2. The Company has not paid listing fee to the Stock Exchange for FY 2022-23
The Company settled listing fee at the time of revocation of suspension of trading in
the shares of the Company.
3. Delayed submission of certificates in accordance with Regulation 74 (5) SEBI (DAP)
Regulation, 2018 for all four quarters i.e. it was submitted on 18.04.2022, 23.07.2022,
19.10.2022 and 20.01.2023 for March 2022, July 2022, September 2022, December 2022 quarter
respectively
Due to monetary reasons company is unable to file the compliance certifcates to be
obtained from outside Company Secretary in Practise.
4. Delayed submission of Corporate Governance Report in accordance with Regulation
27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 18th
April, 2022, 18th July, 2022 and 30th January, 2023 for the quarter
ended March, 2022, June 2022 and December, 2022 respectively.
Since the file to be submitted were showing errors same were not able to be filed on
time, company filed the same during later on period.
5. The Financial Results in accordance with the Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for March, 2022 and June, 2022
was submitted on 30th August, 2022. Further, the intimation for the Board
meeting held on 30th August, 2022 was sent on 25th August, 2022 i.e.
only 4 days gap was there between the date of intimation and date of board meeting which
is not in compliance with Regulation 29 (1) (a) and Regulation 29(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
Due to illness of the Managing Director during such duration the notice got delayed to
be sent.
6. The Other Current Liabilities includes Rs. 4.60 Lakhs in respect of Share
Application Money received pending allotment since long. The Company has also not provided
for interest /penalty for such default.
Company is under process to refund such money.
7. The management was not able to provide the evidence that the names of the
independent Director of the Company i.e. Mr. Jaideep Kumar Bhola, Mr. Bijoy Kumar Pandit
and Mr. Sunil Kumar are included in Independent Director's databank.
The abovesaid directors are acting as Independent Director for a long period and
automatically exempted from such requirement, Company will introspect and will complete
the needful compliance in case applicable.
Cost Audit
The provisions of Section 148 relating to maintenance of Cost Records is not applicable
on the Company.
Internal Audit
Pursuant to provisions of Section 138 of the Companies Act, 2013, Mr. Karan Khanna, a
qualified chartered accountant by profession (Membership No. 532004) is acting as Internal
Auditor of the Company.
Extract of Annual Return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 available on the Company's website on www.iecgroup.in.
Familiarization Programme
A separate meeting of the Independent Directors of the Company was held on February 11,
2023 without the attendance of Non-Independent Directors and the Management team to
discuss the matters specified in Schedule IV of the Act and Regulation 25 of the Listing
Regulations.
Business Responsibility and Sustainability Reporting
Business Responsibility and Sustainability Reporting pursuant to Regulation 34(2) of
the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/ 562
dated May 10, 2021, is not applicable on the Company.
Directors 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 March 31, 2023 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 March 31, 2023 and of the Statement of Profit and Loss ended that
date for the financial year ended March 31, 2023.
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 March 31, 2023 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 was adequate and operating effectively.
Details of Material Orders Passed by Regulators
No Material Order has been passed by any regulator affecting the business operations of
the Company during Financial Year ended March 31, 2023.
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 Regulation
16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the
opinion of the Board the Independent Directors possess requisite expertise to discharge
their duties as Independent Director of the Company.
The Board Committees
Audit Committee
The Company has duly constituted Audit Committee in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Kindly refer to the section on Board Committees in the
Corporate Governance Report, forming part of this annual report for details relating to
the Audit Committee.
Nomination and Remuneration Committee
The Company has duly constituted Nomination and Remuneration Committee in accordance
with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the section on
Board Committees in the Corporate Governance Report, forming part of this annual report
for details relating to the Nomination and Remuneration Committee. The Board of Directors
of the Company have formulated a Nomination and Remuneration policy that deals with the
criteria for determining qualifications, competencies, positive attributes and
independence for appointment of a directors of the Company, to specify the manner of
evaluation of performance of Board, its Committees, Individual Directors and to recommend
to the Board, policy relating to remuneration of Directors, Key Managerial Personnel, and
other employees of the Company. To access the Nomination and Remuneration Policy, kindly
refer to https://iecgroup.in
Stakeholder Relationship Committee
The Company has duly constituted Stakeholder Relationship Committee in accordance with
Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Kindly refer to the section on Board
Committees in the Corporate Governance Report, forming part of this annual report for
details relating to the Stakeholder Relationship Committee.
Corporate Social Responsibility Committee
The provision of Section 135 relating to Corporate Social Responsibility are not
applicable on the Company. Performance evaluation
A formal evaluation of the performance of the Board, its Committees and the individual
Directors was carried out for Financial Year 2022-23. Led by the Board of Directors, the
evaluation was carried out using individual questionnaires covering, amongst others,
composition of Board, conduct as per Company values & beliefs, contribution towards
development of the strategy & business plan, risk management, receipt of regular
inputs and information, codes & policies for strengthening governance, functioning,
performance & structure of Board Committees, skill set, knowledge & expertise of
Directors, preparation & contribution at Board meetings, leadership, etc. The
performance evaluation of the respective Committees and that of Directors was done by the
Board excluding the Director being evaluated.
Particulars of Loans, Guarantees or Investments
The details relating to Loans given or investment made are provided in note no. 4 and
note no. 5 of the Standalone financial statements, forming part of this annual report.
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 the
Report.
Related Party Transaction
During the Financial Year ended March 31, 2023, the Company has not entered into any
Related Party Transaction covered under section 188 of the Companies Act, 2013.
Conservation of Energy
Company ensures that its operations are conducted in the manner whereby optimum
utilization and maximum possible saving s of energy is achieved.
a) No specific investment has been made in reduction in energy consumption.
b) 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 out flow.
Internal Control Systems and Their Adequacy / Risk Management
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.
Subsidiary Associates or Joint Ventures
As on March 31, 2023, the Company was having three subsidiaries. Further the Company
doesn't have any Associate or Joint Venture.
Performance of Subsidiaries / Joint Ventures and Associates
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 Financial Statements in Form AOC - I. The Financial Statements of
the Subsidiaries are prepared in accordance with applicable accounting standards. The
Annual Financial Statements of the Subsidiaries along with other related information will
be made available to the Members of the Company who request for the same.
Vigil Mechanism
Pursuant to the provisions of section 177 of the Companies Act, 2013, the Company has
formulated an effective vigil mechanism framework to deal with instance of fraud and
mismanagement, if any. Stakeholders can raise concerns regarding any discrimination,
harassment, victimization, any other unfair practice being adopted against them or any
instances of fraud by or against your Company. During Financial Year under review no
complaint was received by the Company.
Particulars of Employees
As per the provisions of section 13 of the Companies Act, 2013, the Annual Report is
being sent to all members of the Company excluding the information relating to Employees
to be given under section 197(12) of the Companies Act, 2013 read with rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014. The said
information would be available for inspection by the members at the Corporate Office of
the Company i.e., E-216, East of Kailash, New Delhi - 110065 during business hours on
working, up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such members may write to the Company in advance.
Report on Corporate Governance and Management Discussion and Analysis
As required under Regulation 34 of SEBI (LODR) Regulations, 2015 read with Schedule V
to the said regulations, a report on Corporate Governance and Management Discussion and
Analysis Report are annexed to this Annual Report and forms part of it.
Other Disclosures
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.
Prevention of Sexual Harassment of women at workplace.
The provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 are not applicable on the Company.
Statutory Disclosure
The Company had neither made any application, nor any proceedings are pending under the
Insolvency and Bankruptcy Code, 2016.
The Company had not entered into any onetime settlement with any Bank or Financial
Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014
is not applicable.
The Managing Director of the Company had not received any remuneration or commission
from any of its subsidiaries. Listing of Shares
The shares of your Company are listed at Bombay Stock Exchange, Phirozee Jeejeebhoy
Tower, 25th floor, Dalal Street, Mumbai-400001
Acknowledgment
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 SemiGovernmental Agencies, Consultants other
business Associates and Employees of the Company.
By order of the Board |
|
For IEC Education Limited |
|
Navin Gupta |
Sunil Kumar |
Managing Director |
Director |
DIN:00097128 |
DIN: 08463423 |
Date: 04.09.2023 |
|
Place: New Delhi |
|