IEC Education Ltd Directors Report.

TO THE MEMBERS OF "IEC Education Limited"

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

I have audited the Standalone Financial Statements of "IEC Education Limited" which comprise the Balance Sheet as at 31st March 2020, and the Statement of Profit & Loss and Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information.

In my opinion and to the best of our information and according to the explanations given to us, except for the possible described in the Basis for Qualified Opinion paragraph, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2020, and loss and its cash flows for the year ended on that date

Basis for Qualified of Opinion

I have conducted the audit in accordance with the Standards on Auditing (SAs) issued by ICAI and specified under section 143(10) of the Companies Act, 2013. My responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of my report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion basis the following observations which are reported as under.

(i) The company has Loans & Advances with related parties which is a long outstanding and amounts to Rs. 25.36 Lacs. The management has recovered some amount during the year but still a substantial amount is lying as recoverable. (Note 6)

(ii) The company has Sundry Debtor: those are Long Outstanding amounting to Rs. 590.89 Lacs. No recovery has been there during the Financial year.(Note 10)

(iii) The bank statements and balance confirmation of Indian overseas bank, Kotak Mahindra Bank and Yes Bank were not made available due to non operations in the banks and accounts termed inactive as per the representation by Management. However nominal amounts were lying in these banks accounts which do not have significant effect on the financial statements.

(iv) Attention is invited to note 3 Property Plant and Equipment where fixed assets schedule is redrafted and as a result Rs. 11.10 lacs has been taken as prior period adjustment from retained earnings. The depreciation charged in limited review report of the company is not correctly determined and the same is now corrected in the annual financial statements.

(v) Going Concern

(a) The company does not have any operational revenue and is suffering cash losses since last 2 years.

(b) The company is not paying its statutory dues.

(c) The major funds of the company are lying with debtors and loans and advances which are not being recovered.

(d) Investment Rs. 76,00,000/- in subsidiaries whose net worth is either 100% eroded or 50% eroded & are not doing any business, their valuation is not substantiated

Hence in view of above issues the appropriateness of the assumption of going concern of the management is questionable. However, the management has given evidence and agreements of future contracts and operation endeavor to substantiate the going concern assumption for the company.

Key Audit Matters

Except for the matters described in the basis for disclaimer of opinion. I have determined that are no Key Audit Matters to communicate in my report.

Other Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for other information. The other Information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Chairmans Statement and Shareholders Information, but does not include the standalone financial statements and my auditors report thereon.

My Opinion on the Standalone financial statements does not cover the other Information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the Standalone financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone financial statements or my knowledge obtained in the course of my audit, or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for Standalone Financial Statements

The Companys Board of directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, cash flows of the Company in accordance with the AS and other accounting principles accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate Internal Financial Controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

My responsibility is to conduct an audit of the entitys Standalone financial statements in accordance with Standards on Auditing and to issue an auditors report. However, because of the matters described in the Basis for Qualified Opinion section of my report, I was not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Standalone financial statements. As part of an audit in accordance with SAs, I exercise professional judgment and maintain professional skepticism throughout the audit. I also:

? Identify and assess the risks of material misstatement of the Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud any involve collusion, forgery, Intentional omissions, misrepresentations, or the override of internal control.

? Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, Iam also responsible for expressing my opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

? Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exits related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If I conclude that a material uncertainty exists, I am required to draw attention in my auditors report to the related disclosures in the Standalone financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditors report. However future events or conditions may cause the Company to cease to continue as a going concern.

? Evaluate the overall presentation, structure and content of the Standalone financial Statements, including the disclosures, and whether the Standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. I consider quantitative materiality and qualitative factors in

(i) planning the scope of my audit work and in evaluating the results of my work; and

(ii) to evaluate the effect of any identified misstatements in the financial statements.

I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that I identify during my audit.

I also provide those charged with governance with a statement that I have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on my independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, I determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. I describe these matters in my auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my report because the adverse consequences of doing so would reasonable be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1) As required by The Companies (Auditors Report) order 2016, ("the order")issued by Central Government of India in terms of sub section (11) of section 143 of the Act, I give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the order.

2) As required by section 143(3) of the Act, I report that:

a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.

b) In my opinion proper books of account as required by law have been kept by the Company so far as appears from my examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In my opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, except Ind- AS 19 -- Employee benefit disclosures compliance has not been made in the financial statements.

e) On the basis of written representations received from the directors as on 31 March, 2020, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2020, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the Internal Financial Controls with reference to financial statements of the company and the operating effectiveness of such controls, refer to my separate Report in "Annexure B". My report expresses an unmodified opinion on the adequacy and operating effectiveness of the companys internal financial controls with reference to financial statements.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of the Section 197(16) of the Act, as amended:

In my opinion and to the best of my information and according to the explanations given to us, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit & Auditors) Rules 2014, as amended in my opinion and to my best of my information and according to the explanations given to us:

I. The Company has not provided any detail of pending litigation, so I am unable to comment.

II. The company does not have any long-term contracts including derivative contracts which require provision under any law or accounting Standard for material foreseeable losses. III. The Company has Share Application and Allotment Money of Rs. 4,60,000 required to be disposed off.