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IEC Education Ltd
Computers - Education
BSE Code 531840 border-img ISIN Demat INE172B01017 border-img Book Value 19.78 border-img NSE Symbol N.A border-img Div & Yield % 0 border-img Market Cap ( Cr.) 34.5 border-img P/E 0 border-img EPS 0 border-img Face Value 10

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

   

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