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Directors Report of IEC Education Ltd.

Mar 31, 2015

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)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you the Twentieth Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

Financial Highlights

The highlights of your Company's Financial Results for the financial year ended March 31, 2014 are as follows:

(Amount in Rs. Lacs)

Title Year ended Year ended 31.03.2014 31.03.2013

Revenue from Operations 345.54 446.27

Other Income 126.39 6.62

Total Expenditure except Deprecation 383.78 333.62 and Finance Cost

Interest 5.99 15.67

Depreciation and Amortization 58.96 62.84

Profit before Tax 23.20 40.76

Provision for Tax (adjusted) 4.17 7.66

Profit for the year 19.03 33.10

Operations and Business Review

During the Year under consideration your Company's income from operations stands out at Rs. 345.54 Lacs as compared to Rs. 446.27 Lacs in the year ended March 31, 2014. Other Income contributes Rs. 126.39 Lacs on account of sale. Profit before Tax stood at Rs. 23.20 Lacs as against Rs.40.76 Lacs in previous year. After providing for Income tax, profit after Tax is Rs.19.03 Lacs which includes Profit of Rs. 125 Lacs from sale of one of the asset. It was decided to transfer the amount realized as profit to Reserves of the Company. The rising costs, government policies and stagnant industry growth had led to down turnover and profits.

Business Activities

The company is envisaged towards providing and conducting Personality Development Program (PDP) in various Colleges and Universities. Other Business include ICT projects and IT Training.

Dividend

Your Directors had not recommended any dividend for the financial year ended March 31, 2014.

Subsidiary Companies

As per the provisions of Section 212 of the Companies Act, 1956, your Company is required to attach the Directors' Report, Auditors' Report, Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies to its Balance Sheet. However, the Ministry of Corporate Affairs, Government of India vide its General Circular No. 2/2011 dated February 8, 2011, has granted a general exemption under Section 212(8) of the Companies Act, 1956 to all the companies from annexing the annual accounts and other documents/statements of subsidiary companies with the Annual Report of the holding company subject to certain conditions. As the Company complies with all the specified conditions of the above-mentioned Circular, it is not required to attach the audited accounts and other documents of the subsidiary companies to the Annual Report of your Company for the financial year2013-14. A statement of the Company's interest in the subsidiaries and a summary of the financials of the subsidiaries are given along with the consolidated accounts. The annual accounts of the subsidiaries, along with the related detailed information, will be made available to the Members of the Company/subsidiary Companies seeking such information at any point of time. The annual accounts of the subsidiaries are also available for inspection for any Member, during the business hours, at the Registered Office of the Company and subsidiary companies and the same can be accessed from the website of the Company http://iecgroup.in/sfinancials.html.

Consolidated Financial Statements

In compliance with Clause 32 of the Listing Agreement, the consolidated financial statements are prepared in accordance with the Accounting Standards notified under Section 211(3C) of the Companies Act, 1956 read with the Companies (Accounting Standards) Rules, 2006. The consolidated financial statements together with Auditors' Report thereon form part of the Annual Report.

Disclosures pursuant to Clause 5A of Listing Agreement

Pursuant to insertion of clause 5A in Listing Agreement as per SEBI notification no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 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 Shareholders and the Outstanding shares in the initiation of suspense account : 8 Shareholders / 1700 Shares

2. Number of Shareholders who approached the Company for transfer of shares from suspense account during the year 2013-14 : NIL

3. Number of Shareholders to whom shares were transferred from suspense account during the year 2012-13 : NIL

4. Aggregate Number of Shareholders and the outstanding shares in the Suspense Account lying as on March 31, 2014 : 8 Shareholders / 1700 Shares

Changes in Capital Structure

There was no change in the Capital of the Company. The Authorised Capital and Paid Up Capital of the Company stood same at Rs. 21,00,00,000 and Rs. 15,26,00,000 respectively. The Company has Nil Preference Share Capital. No issue of shares through Rights Issue / Preferential Issue / Bonus Issue / were reported during the fiscal.

Meetings of the Board of Directors

During the financial year ended March 31, 2014, the Meeting of Directors of your Company held 5 times on 23.04.2013, 30.05.2013,

10.08.2013, 09.11.2013 and 08.02.2014.

Directors

During the year under consideration Mr. Harindera Pal Singh, Independent Director on the Board vacated the office of Directorship on 08.02.2014, another Independent Director Dr. Avadhesh Kumar Khare resigned from the Board on 08.02.2014, owing to his busy schedule, his resignation was accepted by Board in their Meeting dated 08.02.2014. During the same meeting Mr. Girish Narang was appointed as Additional Director on the Board of the Company designated as Non Executive - Independent Director, he shall hold office till the ensuing Annual General Meeting. The Board at present comprises of Eight (8) Directors.

Reserves

The reserves of the Company stood at Rs. 1946.15 Lacs as against Rs. 1927.12 Lacs in the last financial year.

Auditors and Auditor's Report

M/s Nath and Hari Chartered Accountants, continued the Statutory Auditors of the Company for the year ended 31.03.2014. 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. 51.92 lacs , Previous year Rs.53.15 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 Corporate Office on the same. The company is still putting its efforts to get this done. All legal Documents have been signed by Transferor 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 and banks;

Management's Response:

i. The amount include an investment of Rs. 8.56 Lacs in one of the erstwhile subsidiary IEC Infotech Sdn. Bhd. against which shares were not issued, the matter is disputed and subject to Enquiry / Complaint,

ii. An amount advanced against supply of building material to one of the Supplier from whom material is to be received. The Company is continuously putting pressure on the supplier either to refund the money or supply the material.

iii. An amount advanced to one party during companies project of "School of Arts and Fashion" which shall be recoverable during this current year.

(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. 128.85 Lacs and Rs. 28.03 Lacs respectively;

Management's Response: Company was awarded "Computer Education Project" by Delhi Government during year 2000, company successfully completed the project however the payment was disputed by then Delhi Government and the matter is subject to Arbitration between both the parties. The management is confident that the money will be received from the Government.

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 - 110 055

Statutory Disclosure

None of the Directors of your Company is disqualified as per the provisions of section 164 of the Companies Act, 2013 (erstwhile section 274(1)(g) of the Companies Act, 1956. The Directors of your Company has made necessary disclosure as required under various provisions of Companies Act, 2013 and 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, New Delhi-110002

3. The Jaipur Stock Exchange Limited, JLN Marg, Malviya Nagar, Jaipur-302017

The listing fee for the year 2014-15 has already been paid. Along with that annual Custodian fee to NSDL and CDSL for financial year 2014- 15 has also been paid.

Public deposits

The Company had not invited or accepted public deposits during the year.

Investments

The Company has not made any fresh investment during the financial year 2013-14.

Particulars of the Employee as per section 217(2A) of Companies Act, 1956.

Particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with companies (Particular of Employees) Rules, 1975, as amended, are given in Annexure A.

Information under section 217(1)(e) of Companies Act, 1956

The particulars are prescribed under section 217(1) (e) of the companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Director s) Rules, 1988 are set out in an Annexure B attached to this report.

Director's responsibility Statement as per Section 217(2AA) of the Companies Act, 1956

In pursuance of section 217(2AA) of the Companies Act, 1956, we hereby affirm that:

1. In the preparation of the Annual Accounts for the period ended as on 31st March, 2014 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 affairs of the Company for the financial year ended 31st March, 2014 and of the Statement of Profit And Loss ended that date for the financial year ended 31st March, 2014.

3. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the applicable provisions of the Companies Act, 1956 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, 2014 have been prepared on going concern basis.

Disclosures

The details of related party transactions are disclosed under the notes to accounts, as required under Accounting Standard 18 issued by The Institute of Chartered Accountant of India.

Companies Policy on Appointment and Remuneration of Director

Forms Part of Corporate Governance Report

Consolidated Financial Statements

As required under the Listing Agreement, Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23, and Accounting Standard 27, as applicable issued by The Institute of Chartered Accountants of India and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of Minority Interest.

Material Changes between the end of Financial Year ended March 31, 2014 and date of Board Report.

No material transaction has taken place between the end of Financial Year ended March 31, 2014 and date of Board Report.

CodeofConduct

As per clause 49(I)(D) 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, 2014 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 Annexure C 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.

Notes to Accounts

Notes to Accounts are self explanatory and do not require any clarification.

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 SEBI.

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.

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

sd/- Date: (09/08/2014) Brig. S.V.S Chowdhry Place: New Delhi (Chairman) (DIN 00097256)


Mar 31, 2013

The Directors have pleasure in presenting before you the Nineteenth Annual Report, together with the Audited Accounts of the Company for the Financial Year ended 31st March, 2013.

Financial Results

(Amount in Rs. Lacs)

Title Year ended 31.03.2013 Year ended 31.03.2012

Income from Operations 446.27 538.08

Other income 6.62 5.67

Total Expenditure 333.62 394.64

Profit Before Interest, Depreciation and Tax 119.27 149.11

Interest 15.67 18.70

Depreciation and Amortisation 62.84 57.38

Profit Before Tax 40.76 73.03

Provision for Tax (adjusted) 7.66 3.75

Profit After Tax 33.10 76.78

Operations and Business Review

Your Company has achieved Turnover of Rs..452.89 Lacs in Current year as compared to Rs.543.75 Lacs in Previous Year. Profit before Tax is Rs..40.76 as against Rs..73.03 Lacs in previous year. After providing for Income tax, profit after Tax is Rs..33.10 Lacs. It was decided to transfer the amount realized as profit to Reserves of the Company. The rising costs and stagnant industry growth had led to down turnover and profits.

Business Activities

The company is envisaged towards providing and conducting Personality Development Program (PDP) in various Colleges and Universities. Other Business include ICT projects and IT Training.

Disclosure Pursuant To Clause 5A of Listing Agreement

Pursuant to insertion of clause 5A in listing Agreement as per SEBI notification no. SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009 the details in respect of the shares lying in the suspense account till March 31, 2013 is as under:

Description / No. of Cases / No. of Shares

1. Aggregate number of shareholders and the outstanding shares in the initiation of suspense account : 8 Shareholders / 1700 Shares

2. Number of shareholders who approached the Company for transfer of shares from suspense account during the year 2012-13 : NIL

3. Number of shareholders to whom shares were transferred from suspense account during the year 2011-12 : NIL

4. Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 31, 2013 : 8 Shareholders / 1700 Shares

Changes in Capital Structure

There were no changes in the Capital of the Company The Authorised Capital and Paid up Capital of the Company remained unchanged at 21,00,00,000 and 15,26,00,000 respectively. Company have Nil preference share capital. No right issue, preferential issue, bonus issue were reported during the Fiscal.

Directors

One of the Director Mr. Harchand.R. Issarani, Independent Director left the Board on July 26, 2012 his resignation was accepted by Board in their Meeting dated July 30, 2012, except that there was no change in the Composition of Board of Directors of the Company. The Board post resignation of Mr. Harchand.R. Issarani comprise of nine Directors of whom seven are Independent. Mr. Sarabjit Singh Saini, Mr. Jaideep Kumar Bhola and Mr. Ramesh Lal Gupta, Directors of the Company retire by rotation and being eligible, offer themselves for re- appointment.

Dr. Naveen Gupta, Managing Director, of the Company was appointed as Managing Director of the company on 27th June,2008 for five years, his term completed on 26th June,2013 Board of Directors during their meeting dated May 30, 2013 passed resolution to reappoint him for another term of five years subject to approval of Shareholders in their meeting.

Dividend

Your Directors have not recommended any dividend for the financial year ended as on March 31st, 2013.

Reserves

The reserves of the company stood at AGA-.1927.12 Lacs as compared to AGA-.1894.02 last Financial Year.

Auditors and Auditor''s Report

M/s Nath and Hari Chartered Accountants, continued the Statutory Auditors of the Company for the year ended 31.03.2013. The term of office of M/s Nath and Hari Chartered Accountants expires at the conclusion of the ensuing AGM. Hence the Auditors being eligible offer themselves to be re-appointed.

The notes on accounts referred to in the Auditor''s Report are self explanatory and therefore don''t call for any further comments by the Board of Directors.

There are no Qualifications or adverse remarks in the Auditor''s Report which require any clarification or explanation.

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. Alankit Assignments Ltd., 2E/21, Alankit House, Jhandewalan Ext., New Delhi - 110 055

SEBI the nodal regularity of capital market has come up with a circular No. CIR/ OIAE/2/2011 as per the circular shareholders of the listed companies may lodge their complaints online and company is also required to submit their response and solve the grievances online. Complaint may be filed online at designated website www.scores.gov.in.

Statutory Disclosure

None of the Directors of your Company is disqualified as per provision of section 274 (1) (g) of the Companies Act, 1956. The Director of your Company has made necessary disclosure as required under various provisions of Companies Act, 1956 and 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, New Delhi-110002

3. The Jaipur Stock Exchange Limited, JLN Marg, Malviya Nagar, Jaipur-302017

The listing fee for the year 2013-14 has already been paid. Along with that annual Custodian fee to NSDL and CDSL for financial year 2013- 14 has also been paid.

Public deposits

The Company had not invited or accepted public deposits during the year.

Investments

The Company has not made any fresh investment during the financial year 2012-13. The Company, on May 30, 2013 disposed of one of its Buildings at Noida, India at profit.

Particulars of the Employee as per section 217(AA) of Companies Act, 1956.

Particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with companies (Particular of Employees) Rules, 1975, as amended, are given in Annexure A.

Information under section 217(1)(e) of Companies Act, 1956.

The particulars are prescribed under section 217(1) (e) of the companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Director s) Rules, 1988 are set out in an Annexure B attached to this report.

Director''s responsibility Statement as per Section 217(2AA) of the Companies Act, 1956.

In pursuance of section 217(2AA) of the Companies Act, 1956, we hereby affirm that:

1. In the preparation of the Annual Accounts for the period ended as on 31st March, 2013 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 affairs of the Company for the Financial Year ended 31st March, 2013 and of the Statement of Profit And Loss for the Financial Year ended 31st March, 2013.

3. Proper and sufficient care has been taken for the maintenance of adequate records in accordance with the applicable provisions of the Companies Act, 1956 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, 2013 have been prepared on going concern basis.

Disclosures

The details of related party transactions are disclosed under the notes to accounts, as required under Accounting Standard 18 issued by The Institute of Chartered Accountant of India.

Consolidated Financial Statements

As required under the Listing Agreement, Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated financial statements have been prepared in accordance with Accounting Standard 21, Accounting Standard 23, and Accounting Standard 27, as applicable issued by The Institute of Chartered Accountants of India and showing the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries as a single entity, after elimination of Minority Interest.

Code of Conduct

As per clause 49(I)(D) 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, 2013 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 Annexure C to this report.

Notes to Accounts

Notes to Accounts are self explanatory and do not require any clarification.

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 SEBI.

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.

Subsidiary Companies

In accordance with the general circular issued by Ministry of Corporate Affairs, Government of India, the Balance Sheet, statement of Profit and Loss account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries Companies. The Consolidated Financial Statements presented by the Company include the Financial Results of its Subsidiary Companies.

As on March 31st, 2013 the Company has 3 subsidiaries. Details pertaining to Subsidiary Companies are as follows:

1. IEC leasing and Capital Management Ltd: is established for the purpose of leasing of all types of goods, materials, movable and immovable properties, machinery, land, industrial and manufacturing plants, consumer goods of all types. The shareholding of IEC Education Ltd. In the Company is 99.72 ACU-.

2. IEC learning and Management Ltd: is established to run, maintain, and manage educational institutes, schools, and conduct classes, training centres and similar activities. The shareholding of IEC Education Ltd. In the Company is 51 ACU-.

3. IEC Education and Infrastructure Ltd: is set up to develop, provide instructional and Computer Technology including computer education program and computer aided learning and similar activities. Providing Educational Infrastructure ACY- other Infrastructure related to Education sector. The Stake of IEC Education Ltd. In the company is 51 ACU-.

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: 10th August, 2013

Sd/-

Place: Delhi

Brig. S.V.S Chowdhry

(Chairman)


Mar 31, 2010

Directors of your company are pleased to present 16th Annual Report together with statement of Audited Accounts and Auditors Report for the year ended March, 31, 2010.

Financial Results

(Amount in Rs. Lakhs)

Particulars Year Year ended ended

31.03.2010 31.03.2009

Income from 875.12 916.07

Operations

Other income 27.19 31.91

Total Expenditure 595.54 679.12

Profit Before Interest, 306.77 268.86

Depreciation & Tax

Interest 20.06 15.88

Depreciation & 58.76 81.01

Amortisation

Profit Before Tax 227.95 171.96

Provision for Tax 34.65 11.54

Profit After Tax 193.30 160.42



Operations

Last Financial Year was very challenging to the world economy with widespread economic crisis the world has ever faced since Great Depression of 1930s. However, the efficient management of your company has not leaded its impact on profitability and growth of the company and for the third consecutive year the company has shown a remarkable increase in profits. One of the reasons behind this consistency is the comeback of Mr. Navin Gupta as MD and CEO of your company and ever since his appointment your Company is sailing on high growth of success. He is well known name in the Education sector and has taken some key policy decisions to rollover the company again on track of profits.

The Net Profits of the company have increased by 32.56 % from Rs.171.96 lac to Rs. 227.95 lac and Profits after tax (PAT) has increased by 20.50 % from Rs. 160.42 lac to Rs. 193.30. However, due to slow pace of the industry the total turnover of the company has declined from Rs. 947.98 lac to Rs. 902.32 lac. The Basic Earning per share and Diluted Earning per Share are 1.34 and 1.27 respectively.

The management has brought a change in its perception of doing business and has shown their belief in doing business which is more profitable rather than simply running in volumes, the turnover of the company is low in comparison to the last fiscal inspite there is a steep increase in the profits of the company proving the worth of managements decision.

During recent years your company has entered into a consortium with Vocational Educational Foundation (VEF), a non-profit organization engaged in providing higher education and Vocational Education Trust (VET), a public trust engaged in Education activities for joint effort to explore new ventures in Education sector. Last fiscal VEF entered into a Concession Agreement with Government of Punjab to open up a Polytechnic college at Nanowal, Punjab, the college is scheduled to be rolled out in FY 2011, the construction of the site is going at its full pace. VEF is also upcoming with University of its own at Baddi, Himachal Pradesh and has received LOI from Government of Himachal Pradesh. Your company is in final negotiations for collaboration with VEF providing services and other facilities to the upcoming University at Baddi, management expects the collaboration in near future. VET also is growing with the same pace and during last Financial year has acquired institutional land in Alwar and is planning to open College on it.

Business Activities

The Company is principally been involved in conducting Personality Development Programs (PDP) in various colleges, other major business activities includes ICT projects and providing IT Training through 30 franchisees across North India. During last Financial Year revenues from PDP projects has increased by five times. Last year the ICT project of Rajasthan was successfully completed.

Changes in Capital Structure

As the members are aware that during the year 2008, the Company had allotted 70 lac Warrants at an issue price of Rs.30/- each. Out of the said warrants, during the last Financial Year the company has allotted 20, 00,000 (Twenty Lacs only) equity shares of Rs. 10 (Rupees Ten Only) each, fully paid up, with the premium of Rs. 20 (Rupees Twenty Only) each, to the Promoters category. The paid up capital, after taking the above effect, stood at Rs. 15,26,00,000/- (Rupees Fifteen Crores Twenty Six Lacs only) as on March 31, 2010.

Further, the company has forfeited an amount of Rs. 60,00,000/- being the application money towards issue of warrants as the warrants holders, in respect thereof, did not exercise the option to convert their warrants into Equity shares in the stipulated time.

Dividend

The company had recently recovered from the losses and is on a growth phase and need to reinvest its profits for growth and expansion of the company, hence your Directors do not recommend any dividend for the year.

Reserves

This year reserves of the company stood at Rs. 1686.18 Lacs in comparison of Rs. 1032.88 lacs of the last year.

Directors

Mr. Sarabjit Singh Saini, Mr. H.R. Issarani and Mr. J.K. Bhola, Directors of the company, retire by rotation and being eligible, offer themselves for re-appointment.

Subsidiary Companies

IEC Learning and Management Ltd. is establish to run, maintain and manage educational institutes, schools, and conduct classes, training centres seminars, conferences, workshops or impart education in all forms or kind for all types of competitive, professional, degree, vocational diploma or any other type of examination, courses and programmes.

IEC Education and Infrastructure Ltd. is set up to develop, provide Instructional and Computing Technology including computer education programme and computer aided learning, curriculum books, contents, educational aids, upgrading educational content/curriculum/books, facilitating the schools in its curriculum/content/educational requirements, providing online education to schools, colleges, educational institutions and universities.

IEC Leasing and Capital Management Ltd. is established for the purpose of leasing of all types of goods, materials, movable and immovable properties, machinery, land, building , industrial and manufacturing plants, consumer goods of all types .

Investment

The company has not made any fresh investment during the financial year 2009-2010.

Registrar & Share Transfer Agents

The work relating to shares in dematerialized and physical mode is done by Registrar & Transfer Agents of the Company: M/s Alankit Assignments Ltd., 2E/21, Anarkali House, Jhandewalan Ext., New Delhi - 110 055. Members are requested to send their correspondence regarding transfer of shares, Demat of shares and other queries to Registrar and Share Transfer Agents.

Auditors

M/s Nath and Hari, Chartered Accountants, who retire at the ensuing Annual General Meeting and are eligible to be re-appointed.

Particulars of Employees under section 217(2A) of the Companies Act, 1956

Particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, as amended, are given in Annexure A.

Information under section 217(1) (e) of the Companies Act, 1956

Conservation of Energy

The operations of the Company are not energy intensive. However, as per general policy of the company appropriate measures wherever possible are taken to conserve energy.

Technology Absorption

The present global business scenario is comprised of Competition and Innovation. Your Company endeavors to move with the time, in order to keep pace with fast changing technological innovation.

Foreign Exchange Earning & Outgo

During the current Financial Year, there is no foreign exchange earnings and/ or outgo.

Directors Responsibility Statement as Per Section 217(2AA) of the Companies Act, 1956

As required under Section 217(2AA) of the Companies of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The directors have 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 that period.

(iii) The Directors have 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 frauds and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not invited or accepted public deposits during the year.

Listing of Shares

The names & addresses of stock exchanges where shares of your Company are listed are:-

- The Delhi Stock Exchange Association Ltd., DSE House, 3/1 Asaf Ali Road, New Delhi-110002

- The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Tower, 25th Floor, Dalal Street, Mumbai-400001

- The Jaipur Stock Exchange Ltd, JLN Marg, Malviya Nagar, Jaipur-302017

The Listing fee for the year 2010-2011 has been paid on time to all the Stock Exchanges.

During the year, fresh shares issued pursuant to amalgamation and conversion of warrant have been applied for and listed on the stock exchanges.

Corporate Governance

Report on Corporate Governance along with Certificate from Companys Auditors, and Management Discussion & Analysis are annexed and form part of the Annual Report.

Group for inter-se transfer of shares

Pursuant to an intimation received from the Promoters, RLNG Infrastructure Private Limited is shown as a “Group” (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of Regulation 3 (1) (e) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Notes to Accounts

Notes to Accounts are self-explanatory and do not require and clarification.

Acknowledgement

Your Directors place on record their sincere appreciation for the continued co–operation and support received from shareholders, customers, banks and financial institutions, other business associates and employees of the Company.

Date: 23rd August, 2010 For and on behalf of the Board

Sd/-

Place : Delhi Brig. S.V.S Chowdhry

Chairman


Mar 31, 2009

The directors feel privileged in presenting the 15th Annual Report of the Company, together with Audited Accounts and Auditors Report thereon for the year ended March, 31,2009,

Financial Results

(Amount in Rs. Lakhs) Particulars Year Year ended ended 31.03.2009 31.03.2008 Income from 916.07 575.64 Operations Other income 31.91 14.22 Total Expenditure 679.12 371.69 Profit Before Interest, 268.86 218.17 Depreciation & Tax Interest 15.88 15.46 Depreciation & 81.01 75.20 Amortisation Profit Before Tax 171.96 127.51 Provision for Tax 11.54 16.34 Profit After Tax 160.42 111.17

Operations

In past, the Company has suffered losses on account of several factors impacting the Industry in general. However, due to its strong brand equity, commitment of its promoters and business associates, the Company has overcome such gloomy times. The year 2008-09 has been a year of turnaround for the Company. During the year, the Company has recorded 60.71 % increase in the total turnover, which stood at Rs. 947.98 lacs as on 31st March 2009 as against the total turnover of Rs.589.86 lacs during the previous year.

A major part of increase in Companys turnover is the managements efforts and focus towards inorganic growth. During the year, we acquired and amalgamated VEF Information Systems Private Limited, a profit making company engaged in providing various educational, training and support services to certain private educational institutes in North India. Further, there has been an increase in number of students in the schools where the company is implementing ICT projects.

The Company entered into a consortium agreement with Vocational Educational Foundation, a non-profit organization engaged in providing higher education. The management envisages that long-term arrangements with such educational organizations shall help the Company in making it a education conglomerate and entering all verticals of education.

This year the Company has shown profits of Rs. 160.42 lacs as against the profits of Rs. 111.17 lacs during the last financial year.

The overall impact of this spurt in Net profits has its ultimate reflection on the EPS ratio which is 1.43 as on 31st March 2009 as against 1.59 during the last year.

Business Activities

Until now, the Company had primarily been involved in ICT projects with various state governments, out of which Project with State of Rajasthan is still continuing, and providing ITTraining through 30 franchisees across North India. It was assessed by the management that the existing business mode) was not generating sustainable revenues and decided to explore opportunities tying in core Education Sector. Therefore, during the year, Company changed its main objectives and incorporated new objects in its Memorandum of Association, related to imparting education in territory of India as well as outside the territory of India. To bring its relevance in the education sector, the Company has also changed its namefromlECSoftwares Limited to IEC Education Limited, duringtheyear.

Changes in Capital Structure

During the year under review, the share capital of the Company has altered on the following events:

a) Pursuant to amalgamation of VEF Information Systems Pvt. Ltd., the authorized share capital of the company has increased from Rs. 20,00,00,000/-(Rupees Twenty Crores only) to Rs. 21,00,00,000 (Rupees Twenty One Crores only).

b) On the same instance, 32,60,000 (Thirty Two Lacs Sixty Thousands only) equity shares of Rs. 10 (Rupees Ten Only) each, fully paid up, have been allotted to the shareholders of VEF information Systems Private Limited pursuant to the scheme of Amalgamation approved bytheHonble High Court of Delhi.

c) Further 30,00,000 (Thirty Lacs only) equity shares of Rs. 10 (Rupees Ten only) each, fully paid up have been allotted to certain Promoters and Non-promoters on conversion of same number of warrants.

The funds raised through issue of warrants and conversion of warrants have been deployed for purchase of land at Alwar (Rajasthan) and Greater Noida (U.P) in collaboration with Vocational Educational Foundation and Vocational Educational Trust for setting up of polytechnics and engineering colleges, Management colleges and Schools along with schools thereat.

The paid up capital, after taking the effect the changes as above, stood at Rs. 13,26,00,000/- (Rupees Thirteen Crores Twenty Six Lacs only) as on March 31,2009.

Dividend

Since the Company is in a growth phase and need to reinvest the profits for growth and expansion, your Directors do not recommend any dividendfortheyear.

Reserves

This year reserves of the company stood at Rs. 1032.88 lacs in comparison of Rs. 460.62 lacs of the last year (after deducting accumulated losses)

Directors

Dr. A.K Khare, Mr. H.P Singh, and Mr. Rasik Makkar, Directors, retire by rotation and being eligible, offer themselves for re-appointment. During the year Mr. L.C Goet retired from the post of whole time Director of the Company on 15th October 2008 and appointed as additional Directors with effect from the same date.

Subsidiary Companies

IEC Learning and Management Ltd. is establish to run, maintain and manage educational institutes, schools, and conduct classes, training centres seminars, conferences, workshops or impart education in all forms or kind for all types of competitive, professional, degree, vocational diploma or any other type of examination, courses and programmes.

IEC Education and Infrastructure Ltd. is set up to develop, provide Instructional and Computing Technology including computer education programme and computer aided learning, curriculum books, contents, educational aids, upgrading educational content/curriculum/books, facilitating the schools in its curriculum/content/educational requirements, providing online education to schools, colleges, educational institutions and universities.

IEC Leasing and Capital Management Ltd. is a wholly owned subsidiary of the Company., established for the purpose of leasing of all types of goods, materials, movable and immovable properties, machinery, land, building, industrial and manufacturing plants, consumer goods of all types.

Investment

During the financial year 2008-2009, the company has not made any investment.

Amalgamation

As mentioned before, the Honble High Court of Judicature at Delhi approved the scheme of amalgamation of the erstwhile VEF Information Systems Private Limited into the Company vide order dated January 06, 2009. Accordingly, the strategic business of the erstwhile VEF Information Systems Private Limited has been vested with the Company. The appointed date of this amalgamation was closing hours of the business on April 01,2007.

Reorganisation of Capital

The Company, during the year, adjusted accumulated losses to the extent of Rs. 1412.63 lakhs, against the Capital Reserve and Share Premium, Pursuant to Part III (Reorganization of Capital) Para. 1.6. of scheme of arrangement approved by Honble High Court of Delhi.

Registrar & Share Transfer Agents

The work relating to shares in dematerialized and physical mode is done by Registrar & Transfer Agents of the Company: M/s Alankit Assignment Ltd., 2E/21,Anarkali House, Jhandewalan Ext., New Delhi -110 055.

Members are requested to send their correspondence regarding transfer of shares, Demat of shares and other queries to Registrar and Share Transfer Agents.

Auditors M/s Nath and Hari, Chartered Accountants/who retire at the ensuing Annual General Meeting and are eligible to be re-appointed.

Conservation of Energy

The operations of the Company are not energy intensive. However, appropriate measures wherever possible are taken to to conserve energy.

Technology Absorption

The present global business scenario is comprised of Competition and Innovation. Your Company endeavors to move with the time, in order to keep pace with fast changing technological innovation.

Particulars of Employees under section 217(2A) of the Companies Act, 1956

Particulars of employees as required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, as amended, are given in AnnexureA.

Information under section 217(l)(e) of the Companies Act, 1956

The Company being engaged in Information Technology, Education, Training & Consultancy, no disclosure relating to conservation of energy and technological absorption is required to be reported.

Foreign Exchange Earning & Outgo

There are no foreign exchange earning and/or outgo during the financial year. Directors Responsibility Statement as Per Section 217(2AA) of the Companies Act, 1956

As required under Section 217(2AA)ofthe Companies of the Companies Act, 1956, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relatingto material departures.

(ii) The directors have 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 forthat period.

(iii) The Directors have 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 frauds and other irregularities.

(iv) The Directors had prepared the annual accounts on a going concern basis.

Public Deposits

The Company has not invited or accepted public deposits during the year.

Listing of Shares

The names & addresses of stock exchanges where shares of your Company are listed are:-

• The Delhi Stock Exchange Association Ltd., DSE House, 3/1 Asaf Ali Road, New Delhi-110002

• The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Tower, 25th Floor, Dalai Street, Murnbai:400001

• The Jaipur Stock Exchange Ltd, JLNMarg, MalviyaNagar,Jaipur-302017

The Listingfee for the year 2008-2009 has been paid on time to all the Stock Exchanges.

During the year, fresh shares issued pursuant to amalgamation and conversion of warrant have been applied for and listed on the stock exchanges.

Corporate Governance

Report on Corporate Governance along with Certificate from Companys Auditors, and Management Discussion & Analysis are annexed and form part of the Annual Report. Notes to Accounts

Notes to Accounts are self-explanatory and do not require and clarification.

Acknowledgment

Your Directors wish to extend their thanks and appreciation to all our stakeholders, employees of the Company at all levels, shareholders and business associates for their commitment, dedication, hard work and their contribution to the Companys success.

Date: 28th August, 2009 For and on behalf of the Board Sd/- Place:Delhi Brig. S.V.S Chowdhry Chairman