ece industries ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the 76th (Seventy-sixth) Annual Report on the business and operations of the Company with audited financial statements for the financial year ended March 31, 2022.

FINANCIAL PERFORMENCE

(Amount Rs in Lakh)

Particulars	31.03.2022	31.03.2021
Revenue from Operations	40,429.64	37,482.42
Other Income	4485.20	5,667.16
Total Income	44914.84	43,149.58
Less: Total Expenses before Depreciation, tax and other amortization	38661.36	38,606.52
Profit/Loss from before Depreciation, tax and other amortization	6,253.48	4,543.06
Less: Depreciation and Amortization Expenses	368.14	285.72
Profit/Loss before Tax	5,885.34	4,257.34
Tax Expenses
i) Current Income Tax	1,053.22	721.52
ii) Current tax for earlier years	0.03	9.11
iii) MAT Credit	(291.21)	(435.51)
iv) Deferred Tax Charge/(Credit)	338.01	613.63
Profit/Loss for the year	4,785.28	3,348.59
Other Comprehensive Income for the year (Net of Tax)	120.46	542.71
Total Comprehensive Income for the year	4,905.74	3,891.29

IND AS - IFRS CONVERGED STANDARDS

Your Company has already adopted Indian Accounting Standards ("IND-AS") prescribed by the Institute of Chartered Accountants of India (ICAI) with effect from 1st April, 2017. Your Company has accordingly prepared IND-AS financials for the year ended 31st March, 2022 along with comparable figures as on 31st March, 2021.

HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS AND OPERATIONS

The turnover for the current year is Rs. 40,429.64/- as compared to the Previous Year Rs.37,482.42/-. The Total Other Comprehensive Income for the year ended on 31st March, 2022 is Rs. 4,905.74/- as compared to Previous year Rs. 3,891.29/-.

In Transformer manufacturing, after upgrading the manufacturing facilities, your company is getting orders of high mid range Transformers i.e. upto 160 MVA to be supplied to State Electricity Boards. Your company is expected to achieve more turnover and profit in Transformer business in coming years.

In Elevators, your company is getting high volume of repeat orders from the reputed Developers in NCR. The overall production of Elevators is increased with more profitability. More markets are being captured for further growth in Elevator Business.

During the Financial Year 2021-22, your Company has managed the affairs in a fair and transparent manner and there was no change in the business of the Company.

THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES

During the year under review, the Company has decided not to transfer any amount to any specific Reserve.

PARTICULARS OF HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURES COMPANIES

The Company have two wholly owned subsidiary viz. ECE Elevators Limited and ECE Transformers Limited incorporated on 23rd February, 2022 and 26th February, 2022.

The subsidiary Companies were incorporated after 1st Day of January of the year under review, therefore, the accounts of the subsidiaries will be closed on 31st March, 2023. Consequent, to which the Company is not liable to consolidate its Account in respect of the above-mentioned subsidiaries for the year under review and a statement in the prescribed Form AOC-1 is also not applicable.

Further, the company does not have any holding or joint venture or associate company within the meaning of applicable provisions of the Companies Act, 2013, as on 31st March, 2022.

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of INR 4 per equity share (i.e., @ 40%) on 50,42,449 Equity Shares of INR 10/- each fully paid up for the year ended March 31, 2022. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting.

Further, the Company has paid an interim dividend of INR 0.90 per preference share (i.e., @ 9%) on 5,66,049 non-cumulative Compulsorily Redeemable Preference Shares ("CRPS") of face value INR 10/-, at the time of redemption of such shares. The Board of Directors of your company has recommended this as final dividend to each CRPS.

SHARE CAPITAL

a) The Authorized Share Capital of the Company as on 31st March, 2022 is Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,43,00,000 Equity Shares of Rs. 10/- each and 7,00,000 Preference Shares of Rs. 10/- each.

b) The Issued Capital of the Company as on 31st March, 2022 is Rs. 7,33,38,750/- (Rupees Seven Crore Thirty Three Lakhs Thirty Eight Thousand Seven Hundred Fifty only) divided into 67,67,826 Equity Shares of Rs. 10/- each and 5,66,049 Preference Shares of Rs. 10/- each.

c) The Subscribed and Paid up Capital of the Company as on 31st March, 2022 is Rs. 7,28,86,450/-/- (Rupees Seven Crore Twenty Eight Lakhs Eghty Six Thousand Four Hundred Fifty only) divided into 67,22,596 Equity Shares of Rs. 10/- each and 5,66,049 Preference Shares of Rs. 10/- each.

During the financial year under review, there were following changes in the capital structure of the Company.

A. Change in authorized, Issued, Subscribed and Paid-up share capital:

1. The Company vide Ordinary Resolution passed in the Annual General Meeting dated 18th November, 2022, has cancelled its existing unissued Authorized Preference and Equity Shares and increase in Authorized Preference Shares by reorganizing from INR 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,45,00,000 (One Crore Forty Five Thousand only) Equity Shares of face value INR 10/- (Rupees Ten only) each and 50,000 (Fifty Thousand only) Preference Shares of face value INR 100/- (Rupee Hundred only) each to INR 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,43,00,000 (One Crore Forty Three Lakh) Equity Shares of face value INR 10/- (Rupees Ten only) each and 7,00,000 (Seven Lakh only) Preference Shares of face value INR 10/- (Rupee Ten only) each.

2. Further, in accordance with the certified copy of order received from Honble National Company Law Tribunal (NCLT) in the matter of Scheme of Merger entered between ECE Industries Limited and Kumar Metals Pvt Ltd, the Company in its Board Meeting dated 01st March, 2022, approved the cancellation of its 5,66,049 (Five Lakhs Sixty Six Thousand Forty Nine) Equity Shares of INR 10 (Rupees Ten) each and consequently, issue 5,66,049 (Five Lakhs Sixty Six Thousand Forty Nine) 9% Non-Cumulative Compulsorily Redeemable Preference Shares ("CRPS") of INR 10 (Rupees Ten) each.

B. Equity shares with differential rights:

During the financial year, the Company has not issued any equity share with differential rights.

C. Buy Back of Securities:

During the financial year, the Company has not bought back equity shares.

D. Sweat Equity:

During the financial year, the Company has not issued any Sweat Equity Shares.

E. Bonus Shares:

During the financial year, the Company has not issued any Bonus Shares.

F. Stock Option Plan:

During the financial year, the Company has not given any Stock Options.

SCHEME OF ARRANGEMENT

During the Financial Year 2019-20, your Company has entered into a Scheme of Arrangement with M/s Kumar Metals Pvt. Ltd. (wholly owned subsidiary of the company) for a) Amalgamation of Kumar Metals with Company; and b) Re-organization of capital on voluntary basis with Honble National Company Law Tribunal pursuant to Section- 230 to 232 of the Companies Act, 2013 and other applicable provisions and rules made thereunder

The scheme was approved by NCLT Kolkata Bench and NCLT New Delhi Bench vide their orders dated 03rd November, 2021 and 12th January, 2022 and both the Companies filed their INC-28 with their respective ROC within the timeline provided under the concerned provisions of Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are set out in a separate statement attached hereto and forming part of the report as Annexure- I

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), all

unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Therefore, the Company is required to transfer the unpaid or unclaimed dividends pertaining to Financial Year 201415 to the IEPF authority.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. However, all the shares on which dividend remained unpaid or unclaimed of the F.Y. 201415 are not in existence on the date of this report, as the same was redeemed by the Company after converting them into the Preference Shares in pursuance of the Para 11(iv) of the Scheme of Amalgamation attached as annexure to Honble National Company Law Tribunal ("NCLT") order dated 12th January, 2022, in the matter of Scheme of Arrangement entered between Kumar Metals Pvt Ltd ("transferor Company") and ECE Industries Ltd ("transferee Company") for (a) Amalgamation of Transferor and Transferee Company; and (b) Re-organization of Capital of Transferee Company.

Therefore, the Company is not required to comply with requirements pertaining to the transfer of Shares to the IEPF authority in accordance with the provisions of Rule 6(5) and 6(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company at www.eceindustriesltd.com.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy of the Company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at www.eceindustriesltd.com.

Salient features of the policy:

• Policy on Directors Appointment

Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and good corporate practices. Emphasis is given to persons from diverse fields and professions.

• Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

• For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under.

STATEMENT ON OPINION OF BOARD OF DIRECTORS WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2021-22

As per opinion of the Board of Directors of Company, Mr. Basant Kumar Daga, who was appointed as an Additional Director in the capacity of Independent Director on the Board of the Company w.e.f. 12.01.2022 is the person of integrity, expertise and have appropriate experience as an Independent Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of your company state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 profit and loss of the company for that period;

(c) the directors had 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 fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the year under review.

DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT, RE-APPOINTMENT & RESIGNATION

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anant Suresh Jatia (DIN:02655500), Non-Executive Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Upon recommendation of Nomination & Remuneration Committee, your Board of Directors vide resolution passed in their meeting dated January 12, 2022 appointed Mr. Basant Kumar Daga (DIN: 00922769) as an Additional Director in the capacity of Independent Director on the Board of the Company w.e.f. January 12, 2022 to hold office upto the date of ensuing Annual General Meeting of the Company.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

There were 5 (Five) meetings of the Board of Directors were held i.e., on 09.04.2021, 22.07.2021, 22.09.2022, 12.01.2022 and 01.03.2022 and 1 (One) meeting of the Independent Directors held on 01.03.2022 during the year ended on 31st March, 2022.

DETAILS OF COMMITTEE OF DIRECTORS

The Company has duly constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship/Grievance Committee of Directors in terms of the provisions of Companies Act, 2013. During the financial year 2021-22, the desired number of meeting of the Committee(s) were held and attended by each member of the Committee as required under the Companies Act, 2013 and rules made thereunder.

The recommendation by the Audit Committee and Nomination and Remuneration Committee as and when made to Board has been accepted by it.

The Composition of Audit Committee is set out below:

Name of the Member	Category
Mr. Mahendra Kumar Jajoo- Chairman of the Committee	Independent Director
Mr. Prakash Kumar Mohta - Member	Managing Director
Mr. Yogesh D. Korani- Member	Independent Director

The Composition of Nomination & Remuneration Committee is set out below:

Name of the Member	Category
Mr. Mahendra Kumar Jajoo- Chairman of the Committee	Independent Director
Mr. Yogesh D. Korani- Member	Independent Director
*Mr. Anant Suresh Jatia	Non-Executive Director

*Mr. Anant Suresh Jatia- Non-Executive Director appointed as members of Nomination and Remuneration Committee as on 23.05.2022.

The Composition of Stakeholder Relationship Committee is set out below:

Name of the Member	Category
Mr. Mahendra Kumar Jajoo- Chairman of the Committee	Independent Director
Mr. Rajat Sharma- Member	Chief Financial Officer
Mr. Vivek Kochar- Member	Manager- Accounts

KEY MANAGERIAL PERSONNEL

Your Company has designated Mr. Prakash Kumar Mohta (DIN: 00191299), as the Managing Director and Mr. Rajat Sharma, CFO as the Key Managerial Personnel of the Company.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

All the related party transactions for the year under review are entered on arms length basis and in the ordinary course of business under Section 188(1) of the Companies Act, 2013. There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of the transactions with related party are provided in schedules/ notes to the financial statements under Note 40.8 forming part of the Annual Report.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given, guarantee given or security provided by the Company to any entity during the year ended 31st March, 2022. Further, the investments made by the Company are within the limits and in conformity with the provisions as specified under Section 186 of the Companies Act, 2013. The details of the investments are provided in schedules/ notes to the financial statements under Note 2 forming part of the Annual Report.

DEPOSITS

Your Company has not accepted any deposits from the public as well as employees during the financial year ended 31st March, 2022.

RISK MANAGEMENT

Your Directors periodically discuss and monitors the risk management plans as well as evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. There is an adequate risk management infrastructure in place capable of addressing those risks. The risk management policy is available on the website of the Company i.e., www.eceindustriesltd.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, Vigil Mechanism/Whistle Blower Policy was formulated which provides a robust framework for dealing with genuine concerns & grievances. The Policy provides for adequate safeguard against victimization of employees who avail the mechanism and also provides direct access to the Chairperson of the Audit Committee. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. Further, the company also place its Vigil Mechanism Policy on its website www.eceindustriesltd.com.

DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY AND ALSO RECEIVING COMMISSION/RENUMERATION FROM ITS SUBSIDIARY AS PER SECTION 197(14) OF COMPANIES ACT, 2013: Nil

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act)" and Rules made there-under, your Company has constituted Centralized Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, the Company has not received any complaint of sexual harassment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has the policy of giving back to the society and in line with the requirement of Section 135 of the Companies Act, 2013, has carried a host of CSR activities this year. The CSR Policy of the Company is available on its website www.eceindustriesltd.com. For implementation of CSR activities, a robust system of reporting and monitoring has been put in place to ensure effective implementation of planned CSR initiatives. During the year, the Company has spent INR 8.31 Lakh on CSR activities through PM Cares fund and annual report of CSR annexed herewith at Annexure-II to this report.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Companys employees was in receipt of remuneration as prescribed under Section 197 of the Companies Act, 2013 read with the Rule 5(2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and hence no particulars are required to be disclosed in this report.

STATUTORY AUDITORS AND REPORT

The Company auditors M/s VSD & Associates, Chartered Accountants (Firm Regn. No.008723N), were appointed as the Statutory Auditors of the Company to hold office upto the conclusion of 78th Annual General Meeting (AGM) of the company at a remuneration to be fixed by the Board. No ratification of their appointment is required as per notification dated May 7, 2018 issued by the Ministry of Corporate Affairs.

Audit Reports on Financial Statements are self- explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any adverse qualification. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

COST AUDITORS AND REPORT

The Board of Directors has appointed M/s K.L. Jaisingh & Co., Cost Accountants as the Cost Auditors for conducting the audit of cost account records made and maintained by the Company for the financial year 2022-23 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for FY 2022-23 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.

Cost Audit Report of the Company are self-explanatory and do not call for any further comments from the management of the Company.

SECRETARIAL AND AUDIT REPORT

The Board of Directors has appointed M/s MT & Co., as the Secretarial Auditor of the Company for conducting the audit of Secretarial records made and maintained by the Company for the financial year 2022-23 pursuant to Section 148 of the Companies Act, 2013.

The secretarial Audit Report for the year ended 31st March, 2022 in prescribed form duly audited by the Practicing Company Secretary, M/s. MT & Co. is annexed herewith as Annexure-III and forming part of the Directors report.

INTERNAL AUDIT AND REPORT

The Company continued to engage M/s K.N. Gutgutia & Co., Chartered Accountants as its Internal auditors at its units. Their scope of work and plan for audit is discussed and reviewed by the Audit Committee. The report submitted by them is regularly reviewed and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Board under Section143(12) of Act and Rules framed thereunder.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return has been placed on the website of the Company i.e., www.eceindustriesltd.com.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application is made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not Applicable

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED AFTER THE DATE OF BALANCE SHEET

The major events occurred after the date of balance sheet of the Company for the year ended on March 31, 2022, are as follows:

Buy Back:

a) The Company approved the Buy Back of not exceeding 16,80,649 (Sixteen Lakh Eighty Thousand Six Hundred Forty Nine) fully paid-up equity shares of face value INR 10/- each (representing 25% of total number of the total outstanding equity shares of the Company) at a price of INR 145/- (Rupees One Hundred and Forty Five only) per equity share ("the Buy Back offer price") aggregating to INR 24,36,94,105/- (Rupees Twenty Four Crore Thirty Six Lakh Ninety Four Thousand One Hundred Five only) vide Board Resolution dated 07th April, 2022, which was further approved by the members of the Company in their EGM held on 9th May, 2022.

b) The company has received buy back request of 1680,147 equity shares out of 16,80,649 equity shares and paid all the consideration in respect of such shares on 1st June, 2022.

c) After successful completion of Buy Back of shares of the Company the company files eForm SH-11 with the ROC as on 20th June, 2022.

Early Redemption of Preference Shares:

a) In pursuance of the Para 11(iv) of the Scheme of Amalgamation attached as annexure to Honble National Company Law Tribunal ("NCLT") order dated 12th January, 2022 received in the matter of Scheme of Arrangement of ECE Industries Ltd and Kumar Metals Pvt Ltd for (a) Amalgamation of Kumar Metals Pvt Ltd with ECE Industries Ltd; and (b) Re-organization of Capital of ECE Industries Ltd, the company in its Board Meeting dated 20th May, 2022 exercised a call option for early redemption of 5,66,049 (Five Lakh Sixty Six thousand Forty Nine) 9% non-cumulative Compulsorily Redeemable Preference Shares ("CRPS") of face value INR 10/- at a premium of Rs. 223.66 per preference share (i.e. at a total redemption amount of Rs. 233.66 per preference share) along with the dividend @ 9% (i.e. Rs. 0.90 per preference share of Rs. 10/- each) on 4th June, 2022, out of the Free Reserves of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their thanks for the dedicated services rendered by all the employees of the

company in its factories and offices and also acknowledge the co-operation, assistance and support extended

by the Companys bankers and stakeholders.

	For and on Behalf of the Board of Directors
Place : New Delhi
Date : 05/09/2022	Sd/-	Sd/-
	(Prakash Kumar Mohta)	(Mahendra Kumar Jajoo)
	Managing Director	Director
	DIN:00191299	DIN:00006504