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 ÃGroupà (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 coÃoperation 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:-
à The Delhi Stock Exchange Association Ltd., DSE House, 3/1 Asaf Ali
Road, New Delhi-110002
à The Stock Exchange, Mumbai, Phiroze Jeejeebhoy Tower, 25th Floor,
Dalai Street, Murnbai:400001
à 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