To
The Members,
IEC Education Limited
Your directors take pleasure in presenting to you the 31stAnnual
Report together with the Audited Financial Statements of the Company for the Financial
Year ended March 31, 2025.
FINANCIAL RESULTS
The Financial highlights of the Company for the Financial Year ended
March 31, 2025 is provided below:
|
Standalone |
Consolidated |
| Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
0.00 |
0.00 |
0.00 |
0.00 |
| Other Income |
0.00 |
0.00 |
0.15 |
0.00 |
| Total Income |
0.00 |
0.00 |
0.15 |
0.00 |
| Earnings before Interest, Tax & |
|
|
|
|
| Depreciation and Amortization |
(25.48) |
(61.91) |
(27.29) |
(53.81) |
| (EBITDA) |
|
|
|
|
| Less: Depreciation and Amortization expense |
0.00 |
0.44 |
0.00 |
1.29 |
| Less: Finance cost |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit before exceptional items and Tax (PBT) |
(25.48) |
(62.35) |
(27.29) |
(55.10) |
| Exceptional item |
0.00 |
(33.42) |
0.00 |
0.00 |
| Less: Tax Expense |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit after Tax (PAT) |
(25.48) |
(95.77) |
(27.29) |
(55.10) |
STATE OF COMPANY'S AFFAIRS
The Company has not carried any business activity during Financial Year
ended March 31, 2025. On Standalone basis, the Company's Loss Before Tax stood at Rs.
25.48 Lakhs, the same was Rs. 62.35 Lakhs for the previous period. The Loss after Tax of
the Company stood at Rs. 25.48 Lakhs as against Loss of Rs. 95.77 Lakhs in the previous
Financial Year.
On Consolidated basis, the Loss before taxation stood at Rs. 27.29
Lakhs, as against Loss of Rs. 55.10 Lakhs in the previous financial year. The net Loss of
the Company stood at Rs. 27.29 Lakhs as against Loss of Rs. 55.10 Lakhs in the Previous
Financial Year.
CHANGE IN NATURE OF BUSINESS
During the Financial Year under review, there was no change in the
nature of Company's business.
CAPITAL STRUCTURE
There was no change in the authorised share capital of the Company
during the Financial Year. As on March 31, 2025, the Authorised Capital of the Company
stood at Rs. 2,100 Lakhs divided into 2,10,00,000 Equity Shares of Rs. 10 each. The
Issued, Subscribed and Paid-up Capital at the end of current financial year stood at
Rs. 1,526 Lakhs. The Company has not issued any equity shares with
differential rights, sweat equity shares or bonus shares. The Company has only one class
of equity shares with face value of Rs. 10/- each.
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
2024-25. Further, the provisions of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("listing regulations") relating to
Dividend
Distribution Policy are not applicable on the Company.
TRANSFER TO RESERVE
The Company has not transferred any amount to the reserves of the
Company during the Financial year under review.
MATERIAL CHANGES AND COMMITMENTS
No material changes have occurred between the end of Financial Year and
the date of the Report.
SUBSIDIARY, ASSOCIATE OR JOINT VENTURES
As of March 31, 2025, the Company was having three subsidiaries and no
associates or joint ventures. During the year under review, there were no changes in the
Subsidiaries of the Company. The performance of the subsidiaries of the Company is
summarized in Form AOC - 1 attached to the Financial Statements of the Company in
pursuance of Section 129 of the Companies Act, 2013. The Financial Statements of the
Subsidiaries are prepared in accordance with applicable accounting standards. Further,
pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial
Statements have been prepared in accordance with Accounting Standards which forms part of
the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's Operations in
future.
AUDITORS AND AUDITOR'S REPORT
During the Year under review, M/s APT & Co. LLP, Chartered
Accountants resigned as the Statutory Auditors of the Company on August 03, 2024, and to
fill the casual vacancy caused due to resignation of the Statutory Auditor, the Board of
Directors of the Company in their meeting held on August 31, 2024 recommended the Members
to appoint of M/s S.N. Kapur & Associates, Chartered Accountants, (FRN: 001545C), as
the Statutory Auditors of the Company, to hold office upto the date of ensuing Annual
General Meeting of the Company. The appointment of M/s S.N. Kapur & Associates,
Chartered Accountants was approved as the Statutory Auditor for a period of five
consecutive years from conclusion of 30th Annual General Meeting till conclusion of 35th
Annual General Meeting by the Members of the Company in their Annual General Meeting held
on September 28, 2024.
M/s S.N. Kapur & Associates, Chartered Accountants (FRN: 001545C)
have audited the Standalone and
Consolidated Financial Statements ("Financial Statements") of
the Company for Financial Year ended March
31, 2025, 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:
| Statutory Auditor Observations in Standalone |
Management's Response |
| Statutory Audit Report |
|
| The absence of business activities may cast significant doubt
on the entity's ability to continue as a going concern |
Currently company is not serving any businesses but company
is in process to start fresh businesses |
| 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 Holding 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. Further
the Company has not generated any revenue, neither any major expense had been incurred.
Further, the Company has not made any investment or obtained any loan. |
| 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. |
| Other Financial Assets amounting to Rs. 2434.51 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. The amount relates to receipt of
Security Deposit advanced by the Company and receipt of dues from Delhi Government |
| Investment amounting to Rs. 42.58 Lakhs in subsidiaries which
are not doing any business. These Investments are not substantiated. |
The amount of Rs. 42.58 Lakhs in share capital of the
Subsidiary Companies are shown at cost. The same also tallies with the share capital of
the subsidiaries. |
| The Company has deferred tax asset amounting to Rs. 60.18
Lakhs as at March 31, 2025 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. |
| Trade Payables amounting to Rs. 6.69 Lakhs is a long
outstanding. Further, The Trade payables lying as on 31.03.2025 are subject to
reconciliation and confirmation. |
Trade Payables shall be paid to all the vendors whose updated
details are available with the Company |
| 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. |
The Amount of Rs. 4.60 Lakhs is payable to the share
applicant but such applicants are not traceable as on date. As soon as they are traced,
the money will be refunded back. |
| The absence of business activities may cast significant doubt
on the entity's ability to continue as a going concern |
Currently company is not serving any businesses but company
is in process to start fresh businesses |
| 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. Further the Company has not generated any revenue, neither any major expense had
been incurred. Further, the Company has not made any investment or obtained any loan. |
| The Holding 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. |
| 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. |
| Other Financial Assets amounting to Rs. 2,434.51 Lakhs and
Trade Receivables amounting to Rs. 623.40 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 Holding company, to the extent. |
This amount is receivable and confirmation to that effect is
also provided to the auditor and there is no deviation. The amount relates to receipt of
Security Deposit advanced by the Company and receipt of dues from Delhi Government |
| The Company has deferred tax asset amounting to Rs. 60.18
Lakhs as at March 31, 2025 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. |
| Trade Payables amounting to Rs. 6.78 Lakhs is a long
outstanding. Further, The Trade payables lying as on 31.03.2025 are subject to
reconciliation and confirmation. |
Trade Payables shall be paid to all the vendors whose updated
details are available with the Company |
| Other Current Liabilities includes Rs. 4.60 Lakhs in respect
of Share Application Money received pending allotment since long. The Holding company has
also not provided for interest /penalty for such default. |
The Amount of Rs. 4.60 Lakhs is payable to the share
applicant but such applicants are not traceable as on date. As soon as they are traced,
the money will be refunded back. |
Secretarial Auditors
M/s Preksha Dawet & Associates (CoP No. 22088) was appointed to
conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2025. The
Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of
this Report as Annexure-A with qualified opinion, Management's response
thereto is provided hereinbelow:
| Secretarial Auditor Observations |
Management's Response |
| Delay in submission of certificates in accordance with
Regulation 74(5) of SEBI (Depositories and Participants) Regulation, 2018 for quarter
ended March 2024 and December 2024 i.e. on 21st April 2024 and 17th
January 2025, respectively which is a non-compliance as the same was required to be
intimated within 15 days from the end of quarter |
During the Financial Year under review, the Company or the
RTA didn't receive any application from any beneficial owner for dematerialisation of
the shares. Accordingly, the submission of certificates under Regulation 74(5) of the SEBI
(Depository and Participants) Regulations, 2018 was not applicable |
| The Company has submitted the intimation with delay for the
quarter ended March 2025 i.e. on 3rd April 2025. Also, for all the quarters,
XBRL was not submitted for closure of trading window. |
The delay was inadvertent, we will ensure timely submission
of Trading Window Closure Intimations, including xbrl submissions, with Stock Exchanges
during current Financial Year. |
| The Independent Directors have beenappointed but are not
enrolled in the Independent Directors' Databank. |
The same will be done during current Financial Year |
| Regulation 23(9) There was a delay in filing the XBRL of RPT
Transactions for the September 2024 quarter. Regulation 23(9) The XBRL filing of RPT for
the March 2024 quarter was not submitted. Regulation 33 There was a delay in filing
financial results in XBRL mode for the following Board meetings: 29th May 2024, filed on
9th August 2024, 3rd August 2024, filed on 31st August 2024, 14th November 2024, filed on
25th January 2025 Regulation 33 The Company did not submit the XBRL for the Impact of
Audit Qualifications, along with the outcome of the Board Meeting for the quarter ended
March 2024. |
All pdf submissions were made within due date. |
| Regulation 24A (Annual Secretarial Compliance Report) The
Company submitted the report with delay in XBRL mode on 31st May 2024 |
Further, all xbrl submissions will also be made within due
date during current Financial Year |
| The Company has maintained a Structured Digital Database
(SDD), however, there were instances of delayed entries and a few entries were not
recorded in the system during the financial year 2024 25 |
No time limit is prescribed for making entries in the
Structured Digital Database under the SEBI PIT Regulations, however we'll ensure that
the entries are made within 48 hours. |
| The Company has not adopted, updated and maintained all the
policies |
All policies have already been updated and uploaded on the
website of the Company |
Cost Auditors
The provisions of section 148 relating to maintenance of Cost Records
is not applicable on the Company.
Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act,
2013, the Board of Directors had appointed Mr. Karan Khanna (Membership No. 532004) a
qualified Chartered Accountantas Internal Auditor to conduct Internal Audit of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review,on August 03, 2024, Mr. Jaideep Kumar
Bhola and Mr. Navin Gupta resigned as Independent Director and Managing Director,
respectively. Further, the Board on the recommendations of Nomination and Remuneration
committee, appointed Mr. Vipin Kumar Kushwaha (DIN:10715762) as an Additional Director
(Independent) and Mr. Navin Gupta as Chief Executive Officer of the Company, w.e.f. August
03, 2024. The appointment of Mr. Vipin Kumar Kushwaha (DIN: 10715762) was regularized by
Shareholders in the Annual General Meeting held on September 28, 2024.
In accordance with the provision of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Heman Gopal Bhatt (DIN:
02111551), Director of the Company retires by rotation at the ensuing Annual General
Meeting and has offered himselffor re-appointment.
Based on the recommendations of the Nomination and Remuneration
Committee, the Board of Directors, have recommendedthe re-appointment of Mr. Heman Gopal
Bhatt as non-executive director, liable to retire by rotation.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of listing regulations. In
the opinion of the Board, Independent Directors fulfill the conditions specified in the
Act and Rules made thereunder. The Board is of the opinion that the Independent Directors
of the Company hold highest standards of integrity and possess requisite expertise and
experience required to fulfill their duties as Independent Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
No familiarization programmes were conducted during financial year
ended March 31, 2025.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, your Directors hereby confirm
that: a) in the preparation of the annual accounts, the applicable accounting standards
had been followed and there are no material departures; b) they 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 loss of the company for the
financial year; c) they 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) they had prepared the annual accounts on a going concern basis; and e) they had laid
down internal financial controls to be followed by the company and 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 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO Conservation of energy: A. Conservation of energy
| i. the steps taken or impact on conservation of energy |
Company ensures that its operations are conducted in the
manner whereby optimum utilization and maximum possible savings of energy is achieved |
| ii. the steps taken by the company for utilizing alternate
sources of energy |
No specific investment has been made in reduction in energy
consumption |
| iii. the capital investment on energy conservation equipments |
nil |
B. Technology absorption
| i. the efforts made towards technology absorption |
Not applicable |
| ii. the benefits derived like product improvement, cost
reduction, product development or import substitution |
Not Applicable |
| iii. in case of imported technology (imported during the last
three years reckoned from the beginning of the financial year) |
There was no substantial technology imported during the
period under review. |
| a. the details of technology imported |
|
| b. the year of import |
|
| c. whether the technology been fully absorbed |
|
| d. if not fully absorbed, areas where absorption has not
taken place, and the reasons thereof |
|
| iv. the expenditure incurred on Research and Development |
Nil |
C. Foreign exchange earnings and outgo
| i. Foreign Exchange earnings |
Nil |
| Ii Foreign Exchange outgo |
Nil |
DEPOSITS
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In accordance with the provisions of Section 188 of the Act and rules
made thereunder, all the contracts/arrangements/transactions entered into by the Company
during the year under review with Related
Parties were on an arm's length basis and in the ordinary course
of business. The details of the Related Party
Transactions are set out in the Notes to Financial Statements forming
part of this Annual Report.
During the year under review, there were no material related party
transactions / contracts or arrangements covered under Section 188(1), hence disclosure
under Form AOC-2 is not applicable.
PARTICULARS OF EMPLOYEES
As per the provisions 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.
VIGIL MECHANISM
As per Section 177(9) of the Companies Act, 2013, your Company has
formulated an effective Vigil Mechanism which provides a robust framework for dealing with
genuine concerns & grievances. Specifically, employees 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. However, during the
Financial Year under review no complaint was received by the Company.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS
A formal evaluation of the performance of the Board, its Committees and
the individual Directors was carried out for Financial Year 2024-25. 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
Directorswas done by the Board excluding the Director being evaluated.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review the Company has not given any loan and
guarantee or made any investment covered under section 186 of the Companies Act, 2013.
Further, the details of outstandingloans and investments are provided in Note no. 4 of the
Standalone financial statements, forming part of this annual report.
INTERNAL FINANCIAL CONTROLS 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.
RISK MANAGEMENT SYSTEM
The Company has in place a risk management framework and policy that
provides an all-inclusive approach to safeguard the organisation from various risks.
Further, the Board of Directors regularly reviews the risk management system and major
risks associated with its business activities. and takes all requisite measures to
minimize them.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Details of meetings of Board of Directors held during the financial
year 2024-25 along with attendance of directors therein are as under:
| S. No. |
Date of Board Meeting |
Bijoy Kumar Pandit |
Navin Gupta |
Sunil Kumar |
Jaideep Kumar Bhola |
Hemang Gopal Bhatt |
Shalini Gupta |
Vipin Kumar Kushwaha |
| 1. |
29.05.2024 |
Yes |
Yes |
Yes |
No |
No |
Yes |
NA |
| 2. |
03.08.2024 |
Yes |
Yes |
Yes |
No |
No |
Yes |
NA |
| 3. |
31.08.2024 |
Yes |
NA |
Yes |
NA |
No |
Yes |
Yes |
| 4. |
14.11.2024 |
Yes |
NA |
Yes |
NA |
No |
Yes |
Yes |
| 5. |
08.02.2025 |
No |
NA |
Yes |
NA |
No |
Yes |
Yes |
| Meetings eligible to attend |
|
5 |
2 |
5 |
2 |
5 |
5 |
3 |
| Meetings attended |
|
4 |
2 |
5 |
0 |
0 |
5 |
3 |
AUDIT COMMITTEE
Your Company has a duly constituted Audit Committee, its composition as
well as charter are in line with the requirements of the Companies Act, 2013 read with the
rules made thereunder and Regulation 18 of the listingregulations. During the year under
review, all the recommendations made by the Audit Committee were accepted by the
Board.Details of composition of the Audit Committee along with the committee meetings held
during the Financial year 2024-25 is provided hereunder:
| S. No. |
Date of Audit Committee Meeting |
Sunil Kumar |
Bijoy Kumar Pandit |
Jaideep Kumar Bhola |
Vipin Kumar Kushwaha |
| 1. |
29.05.2024 |
Yes |
Yes |
No |
NA |
| 2. |
03.08.2024 |
Yes |
Yes |
No |
NA |
| 3. |
31.08.2024 |
Yes |
Yes |
NA |
Yes |
| 4. |
14.11.2024 |
Yes |
Yes |
NA |
Yes |
| 5. |
08.02.2025 |
Yes |
No |
NA |
Yes |
| Meetings eligible to attend |
|
5 |
5 |
2 |
3 |
| Meetings attended |
|
5 |
4 |
0 |
3 |
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The provision of Section 135 relating to Corporate Social
Responsibility are not applicable on the Company.
NOMINATION & REMUNERATION COMMITTEE ("NRC")
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. 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. Kindly access the link
https://www.iecgroup.in/_files/ugd/2f596c_10cb16334f584cf0ac6bc4c10dfc400e.pdf to view the
Nomination and Remuneration Policy. All the recommendations made by the Nomination and
Remuneration Committee during the year were accepted by the Board.Details of composition
of the NRC Committee along with the committee meetings held during the Financial year
2024-25 is provided hereunder:
| S. No. |
Date of NR Committee Meeting |
Jaideep Kumar Bhola |
Bijoy Kumar Pandit |
Sunil Kumar |
Vipin Kumar Kushwaha |
| 1. |
03.08.2024 |
No |
Yes |
Yes |
NA |
| Meetings eligible to attend |
|
1 |
1 |
1 |
0 |
| Meetings attended |
|
0 |
1 |
1 |
NA |
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. Details of
composition of the Stakeholder Relationship Committee along with the committee meetings
held during the Financial year 2024-25 is provided hereunder:
| S. No. |
Date of SR Committee Meeting |
Sunil Kumar |
Bijoy Kumar Pandit |
Vipin Kumar Kushwaha |
| 1. |
08.02.2025 |
Yes |
No |
Yes |
| Meetings eligible to attend |
|
1 |
1 |
1 |
| Meetings attended |
|
1 |
0 |
1 |
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The report on Corporate Governance as stipulated under listing
regulations forms an integral part of the report and the requisite Certificate duly signed
by the Practicing Company Secretary confirming compliance with the conditions of Corporate
Governance is attached to the report.
Management's Discussion and Analysis Report for the year under
review, as stipulated under the listing regulations, is presented in a separate section
forming part of this Annual Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
The provisions of Regulation 34(2) of the Listing Regulations relating
to Business Responsibility and Sustainability Reporting, are not applicable on the
Company.
DEVIATION / VARIATION IN USE OF PROCEEDS
The disclosure as required under Regulation 32 of the SEBI Listing
Regulations is not applicable.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
During the Financial Year under review the provisions of Sexual
Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013
relating to constitution of Internal Complaints Committee were not applicable on the
Company. further the details of complaints of sexual harassment received during the year
is provided below:
| number of complaints of sexual harassment received in the
year |
Nil |
| number of complaints disposed off during the year |
Nil |
| number of cases pending for more than ninety days |
Nil |
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.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on 31st March 2025is available on the Company's website
on www.iecgroup.in.
COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT 1961
The Company confirms that it is fully aware of and remains committed to
complying with the provisions of the Maternity Benefit Act, 1961. While there are
currently no women employee on the rolls of the Company, systems, policies, and procedures
exist to ensure that all statutory benefits under the Act, including paid maternity leave,
continuity of salary and service during the leave period, nursing breaks, and flexible
return to work arrangements will be extended to eligible women employees as and when
applicable.
OTHER DISCLOSURES
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
period under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise pursuant to section 43(a)(ii) of the Companies Act, 2013
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme pursuant to section 54(1)(d) of the Act read with Rule 8(13) of
the Companies (Share Capital and Debenture) Rules, 2014.
3. Details regarding receipt of remuneration or commission by the
Managing Director or the Whole time Director from any of its subsidiaries.
4. Buy Back of shares.
5. Any downstream investment under Foreign Exchange Management
(Non-debt Instrument) Rules, 2019 as amended.
6. The Company has neither made any application, nor any proceedings
are pending under the Insolvency and Bankruptcy Code, 2016.
7. The Company has not entered into any one-time settlement with any
Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies
(Accounts) Rules 2014 is not applicable.
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 Semi-Governmental Agencies,
Consultants other business Associates and Employees of the Company
