| 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) |