Notes to Accounts of ECE Industries Ltd.

Mar 31, 2018

1. BASIS OF PREPARATION

a. Statement of Compliance

These financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) as per the Companies (Indian Accounting Standard) Rules, 2015 (as amended) notified under section 133 of the Companies Act, 2013(the Act) and other relevant provision of the Act. The financial statements have also been prepared in accordance with the relevant presentation requirements of the Companies Act, 2013. The Company adopted IND AS from 01st April, 2017. Up to the year ended 31st March, 2017, the Company prepared its financial statements in accordance with requirements of previous Generally Accepted Accounting Principles (GAAP), which includes Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended). These are the Company''s first IND AS financial statements. The date of transition to IND AS is 01st April, 2016. Details of the exceptions and optional exemptions availed by the Company and principle adjustments along with related reconciliations are detailed in Note 42 (First-time Adoption of IND AS).

b. Functional and Presentation Currency

These financial statements are presented in Indian Rupees (INR), which is also the Company''s functional currency. All amounts have been rounded off to the nearest two decimals of lakh, unless otherwise indicated.

c. Historical Cost Convention

The financial statements have been prepared following accrual basis of accounting on a historical cost basis, except for the following which are measured at fair value :

(i) Certain financial assets and liabilities

(ii) Defined benefit plans

(ii) Property, Plant & Equipment

d. Fair Value Measurement

A number of Company''s accounting policies and disclosures require fair value measurement for both financial and non-financial assets and liabilities.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement, as under:

(i) Level I - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

(ii) Level II - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

(iii) Level III - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation, based on the lowest level input that is significant to the fair value measurement, at the end of each reporting period.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimizing the use of unobservable inputs.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company''s accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

e. Current Versus Non-Current Classification

The Company presents assets and liabilities in the balance sheet based on current/non-current classification.

An asset or liability is treated as current if it satisfies any of the following condition :

(i) the asset/liability is expected to be realised/settled in normal operating cycle;

(ii) the asset is intended for sale or consumption;

(iii) the asset/liability is held primarily for the purpose of trading;

(iv) the asset/liability is expected to be realised/settled within twelve months after the reporting period;

(v) the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period;

(vi) in the case of a liability, the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period;

All other assets and liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

f. Use of Estimates and Judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the accompanying disclosures and disclosure of contingent liabilities. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis and are based on historical experience and other factors, including expectation of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances. The revisions in accounting estimates and assumptions are recognised prospectively. Detailed information about estimates and judgements is included in Note 41.

14.2 Total number of 14,87,665 (14,87,665) Equity Shares were bought back in the last five years.

14.3 Details of the Shareholders holding more than 5% shares alongwith number of shares held

14.4 Rights, preferences and restrictions attached with Shares

Equity Shares : The company has issued one class of Equity Share having a par value of ? 10/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

16.1 The loan is sanctioned for Rs. 8.04 lakh repayable in 36 equal monthly instalments and is secured by way of Hypothecation of the respective Vehicle.

16.2 The loan is sanctioned for Rs. 4.50 lakh repayable in 60 equal monthly instalments and is secured by way of Hypothecation of the respective Vehicle.

16.3 The loan is sanctioned for Rs. 16.80 lakh repayable in 36 equal monthly instalments and is secured by way of Hypothecation of the respective Vehicle.

21.1 First Pari-Passu charge by way of hypothecation on all Current Assets of the company both present & future. Second Pari-Passu charge on Property, Plant & Equipment of the company as under :-

- Land & Building of Sonepat unit admeasuring 16.86 acres.

- Plant & Machinery of all units except Ghaziabad unit.

- Pari-Passu charge on other Property, Plant & Equipment of all units except Ghaziabad unit.

21.2 The Company has entered into Bill Discounting Arrangement with Aditya Biria Finance Ltd. amounting to Rs. 2200 lakh against securities (refer Note No. 2.7)

21.3 The Company has taken corporte loan from IIFL Wealth Finance Ltd. amounting to Rs. 5000 lakh against securities & lien on units of Venture Capital Fund and Debentures (refer Note No. 2.2).

22.1 The Company has not received any intimation from most of its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, relating to amounts unpaid as at the year end along with interest if any payable as required under the said Act have not been given. The Company generally makes payments to all its suppliers within the agreed credit period (generally less than 45 days) and thus, the Management is confident that the liability of interest under this Act, if any, would not be material.

22.2 Vendor''s balances are subject to confirmations and reconciliations.

25.1.1 Warranty provision covers the estimated expenses to be incurred during warranty period of the products of the company determined on the basis of past experience. The company reviews the warranty provisions at periodical intervals and the same is adjusted to the estimated expenses to be incurred during the balance warranty period of the product. Expenses incurred during the year against warranty are being directly charged to Statement of Profit & Loss.

32.1 The above expense includes Interest expense on financial asset carried at fair value through amortized cost of Rs. 2,822.60 lakh.

2 FINANCIAL RISK MANAGEMENT - OBJECTIVES AND POLICIES

The company''s principal financial liabilities comprise borrowings, trade payables, other financial liabilities and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s financial assets include investments, trade receivables, cash and cash equivalents, other bank balances and loans. The Company is exposed to market risk and credit risk.

The Company has a Risk management policy. The Board of Directors provides assurance that the Company''s risk activities are governed by appropriate policies and procedures and that risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include FVTOCI investments and FVTPL investments.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value of future cash flows of a foreign currency exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities which is minimal. The Company monitors the foreign exchange fluctuations on continuous basis and advises the management of any material adverse effect on the Company and for taking risk mitigation measures. Since the Company''s foreign currency risk exposure is limited, therefore detailed dislcosure of the same has not been provided.

Equity Price Risks

The Company''s listed and non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments/mutual funds. Reports on the investment portfolio are submitted to the Company''s management on a regular basis.

Credit Risks

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables).

Trade Receivables

An impairment analysis is performed at each reporting date on an individual basis for all the customers. In addition, a large number of minor receivables are grouped into homogenous group and assessed for impairment collectively. The calculation is based on credit losses of historical data. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables disclosed as the Company does not hold collateral as security. The Company has evaluated the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries.

Liquidity Risk

Liquidity risk is the risk that Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

The Company has an established liquidity risk management framework for managing its short term, medium term and long term funding and liquidity management requirements. The Company''s exposure to liquidity risk arises primarily from mismatches of the maturities of financial asset and liabilities. The Company manages the liquidity risk by maintaining adequate funds in cash and cash equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is sufficient cash to meet all its normal operating commitments in a timely and cost-effective manner.

The table below analysis financial liabilities of the Company into relevant maturity Companyings based on the remaining period from the reporting date to the contractual maturity date. The amount disclosed in the table are the contractual undiscounted cash flow.

3 CAPITAL MANAGEMENT

The Company''s objectives when managing capital are to :

- Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

- Maintain an optimal capital structure to reduce the cost of capital.

4 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

Equity Investments measured at FVTOCI

The company has exercised the option to measure investment in equity instruments, not held for trading at FVTOCI in accordance with Ind AS 109. It has exercised this irrevocable option for its class of quoted equity shares. The option renders the equity instruments elected to be measured at FVTOCI non-recyclabe to Profit & Loss.

Business Model for Investment of Debt Instruments

For the purpose of measuring investments in debt instruments in accordance with Ind AS 109, the company has evaluated and determined that the business model for investments in quoted debentures and bonds is to collect the contractual cash flows and sell the financial asset. Such financial assets have been accordingly classified and measured at FVTOCI. For the purpose of measuring investments in debt instruments in accordance with Ind AS 109, the company has evaluated and determined that the business model for investments in unquoted debentures and bonds is only to collect the contractual cash flows. Such financial assets have been accordingly classified and measured at amortised cost.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. Further details about gratuiy obligations are given in Note No. 44.4.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer Note No 38.

Depreciation / amortization and useful lives of property, plant and equipment / intangible assets

Property, plant and equipment / intangible assets are depreciated / amortized over their estimated useful lives, after taking into account estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of depreciation / amortisation to be recorded during any reporting period. The useful lives and residual values are based on the Company''s historical experience with similar assets and take into account anticipated technological changes. The depreciation / amortisation for future periods is revised if there are significant changes from previous estimates.

Impairment of non-financial asset

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or Cash Generating Units (CGU''s) fair value less costs of disposal and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Determination of the recoverable amount involves management estimates on highly uncertain matters, such as commodity prices and their impact on markets and prices for upgraded products, development in demand, inflation, operating expenses and tax and legal systems. The Company uses internal business plans, quoted market prices and the Company''s best estimate of commodity prices, currency rates, discount rates and other relevant information. A detailed forecast is developed for a period of three to five years with projections thereafter. The Company does not include a general growth factor to volumes or cash fiows for the purpose of impairment tests, however, cash fiows are generally increased by expected inflation and market recovery towards previously observed volumes is considered.

Taxes

The Company calculates income tax expense based on reported income. Deferred income tax expense is calculated based on the differences between the carrying value of assets and liabilities for financial reporting purposes and their respective tax basis that are considered temporary in nature. Valuation of deferred tax assets is dependent on management''s assessment of future recoverability of the deferred benefit. Expected recoverability may result from expected taxable income in the future, planned transactions or planned tax optimizing measures. Economic conditions may change and lead to a different conclusion regarding recoverability.

5 FIRST-TIME ADOPTION OF IND AS

These financial statements for the year ended 31st March 2018, are the first the company has prepared in accordance with IND AS.

Accordingly, the company has prepared financial statements which comply with Ind AS applicable for periods ending on 31st March 2018, together with the comparative period data as at and for the year ended 31st March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the company''s opening balance sheet was prepared as at 1st April 2016, the company''s date of transition to Ind AS."

Exemptions applied

Ind AS 101 - First-time adoption of Indian Accounting Standards, allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The company has applied the following exemptions

The company has elected to measure all items of land and site development, leashold land and site development, buildings and plant and equipment at fair value at the date of transition to Ind AS. For the purpose of measurement upon transition the company regards the fair value as deemed cost at the transition date, viz., 01st April 2016.

Under IND AS 109, at initial recognition of a financial asset, an entity may make an irrecovable election to present subsequent changes in the fair value of an investment in Equity Shares in other comprehensive income. IND AS 101 allows such designation of previously recognized financial asstes, as FVOCI on the basis of the facts and circumstances that exist at the date of transition to IND AS.

Accordingly, the company has designated its investments in equity shares (except Kesoram Textile Mills Ltd. and Tata Motors DVR) at fair value through other comprehensive income on the basis of the facts and circumstances that exist at the date of transition to IND AS.

The Company has designated investments (other than above) held at 01st April, 2016 at fair value through profit & loss or at amortized cost on the basis of the facts and circumstances that exist at the date of transition to IND AS.

Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

1. Reconciliation of total equity as at 31st March, 2017 and 01st April, 2016

Footnotes to the reconciliation of equity at April 01,2016 and March 31,2017 and Profit or Loss for the Year ended March 31, 2017

This note explains the principal adjustments made by the company in restating its Indian GAAP consolidated Financial statements, including the balance sheet as at April 01, 2016 and the Financial statements as at and for the year ended March 31, 2017.

Note No. 1 Investment at fair Value (FVTOCI and FVTPL Financial Assets)

a) Under Indian GAAP, the company accounted for Non-Current Investment in Venture Capital Fund/Alternative Investment Fund, Mutual Fund, Preference shares and debendtures/bond as investment measured at cost and provision was made to recognise the decline, other than temporary in valuation of investment. Under Ind AS, the Company has designated such investments as FVTPL investments. Ind AS requires FVTPL investments to be measured at fair value. At the date of transition to Ind AS and as on 31 March 2017, difference between the instrument''s fair value and Indian GAAP carrying amount has been recognised in the profit & loss net of related deferred taxes.

b) Under Indian GAAP, the company accounted for Non-Current Investment in equity shares was measured at cost and provision was made to recognise the decline, other than temporary in valuation of investment. Under Ind AS, the Company has designated such investments as FVOCI investments. Ind AS requires FVTOCI investments to be measured at fair value. At the date of transition to Ind AS and as on 31 March 2017, difference between the instrument''s fair value and Indian GAAP carrying amount has been recognised in the OCI net of related deferred taxes.

Note No. 2 Deferred Tax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences be tween the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.

Note No. 3 Re-classifications

The Company has made following reclassification as per the requirements of Ind-AS :

i. Assets / liabilities which do not meet the definition of financial asset / financial liability have been reclassified to other asset / liability.

ii. Actuarial gain/loss on long term employee benefit plans are re-classified from profit and loss to OCI.

iii. Under Previous GAAP revenue from sale was shown net of excise duty, whereas under Ind AS this includes excise duty.

Note No. 4 Other Comprehensive Income

Under Indian GAAP, the Company has not presented other comprehensive income (OCI) separately. Hence, it has reconciled Indian GAAP profit or loss to profit or loss as per Ind AS. Further, Indian GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.

**The Management feels that the Company has a good chance of success in above mentioned cases hence no provision there against is considered necessary.

***ln view of large number of cases pending at various Forums / Courts, it is not practicable to give the details of each case. List also includes certain labour matters for which amount of liability is not ascertainable at this stage.

6. SEGMENT INFORMATION

(a) Business Segments:

As of 31st March, 2018, there are two business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Transformer and Switchgear) and Elevator. A description of the types of products and services provided by each reportable segment is as follows:

Electrical Equipments for Power Transmission and Distribution-the Company deals in manufactures and supplies power and distributes transformers and switchgear.

Elevator Division manufactures equipments/ components of elevators for execution of jobs for erection and installation and also for supplies to other parties in the market.

(b) Geographical Segments:

Since the Company does not exports and operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

(c) Primary segment information (by Business segments)

The following table presents revenue and profit information regarding business segments for the years ended March 31,2018 and March 31,2017 and certain assets and liability information regarding business segments at March 31,2018 and March 31, 2017.

7. DISCLOSURE UNDER INDIAN ACCOUNTING STANDARD -19 (EMPLOYEES'' BENEFIT)

The Company has a defined benefit gratuity plan and leave encashment plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service and every employee who discontinues his services to the company gets leave encashment (last drawn salary).

8. The Company had made claims against Uttar Haryana Bijli Vitran Nigam Limited (UHBVN) for refund of liquidated damages deducted by the Electricity Board as well as interest on delayed payment of bills/due instalments by the Electricity Board. The arbitrator, appointed by the chairman, UHBVN, had given award in favour of the Company which was subsequently confirmed by the Additional Distt. Judge, Panchkula (Haryana). The Electricity Board has, however, filed an appeal with the Hon''ble High Court, Punjab & Haryana. While admitting the appeal, the Hon''ble High Court passed an interim order dated 25.08.2009, directing the Electricity Board to pay to the company a sum of Rs. 608.08 lakh against bank guarantee of the same amount as security to the Electricity Board. The Electricity Board has made payment against bank guarantee given to them as security. As the matter is still sub-judice, the amount is lying in Other Current Liabilities.

9. During the F.y 2016-17, a suit in the court of Civil Judge (Sr. Div.) Sealdah, West Bengal for recovery of possession of land and structure thereon which was taken on rent by the company was filed by the Lessor on expiration of lease by efflux of time. The court order was passed to hand over the possession of the suit property and the company to pay mesne profit and occupational charges till hand over of the possession to the lessor. In the year 2014, the property was handed over to the lessor by the company. The matter went upto High Court at Calcutta and is still pending in the Civil court. A sum of Rs. 881.33 lakh has been provided in books of account towards such charges.

10. During the F.Y 2016-17, the company on the order passed by Hon''ble High Court of Judicature at Hyderabad has provided Rs. 266.11 lakh. The amount was charged towards any unexpected outcome of the challenge testing ordered by the Court to be conducted at Central Power Research Institute to establish that the transformers which were supplied to The Southern Power Distribution Company of Telangana Limited were within technical parameters as mentioned in the purchase order.

11. During the F.Y 2016-17, in terms of SEBI (Delisting of Equity Shares) Regulations, 2009, an exit opportunity to the public shareholders was offered by the Promoters and also to delist the company from National Stock Exchange of India Ltd. (NSE). The shareholding of promoter group has been reached to 90.23% of the total paid-up equity share capital of the company. The final application filed with NSE for delisting is pending due to statutory clearance from Securities and Exchange Board of India.

12. Previous year figures has been reclassified/regrouped to confirm current year figures.

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Mar 31, 2016

1. Segment Information

(a) Business Segments:

As of March 31, 2016, there are two business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Meter, Transformer and Switchgear) and Elevator. A description of the types of products and services provided by each reportable segment is as follows:

Electrical Equipments for Power Transmission and Distribution - the Company deals in meters, manufactures and supplies power and distributes transformers and switchgear.

Elevator Division manufactures equipments/ components of elevators for execution of jobs for erection and installation and also for supplies to other parties in the market.

(b) Geographical Segments:

Since the Company does not exports and operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

(c) Primary segment information (by Business segments)

The following table presents revenue and profit information regarding business segments for the years ended March 31, 2016 and March 31, 2015 and certain assets and liability information regarding business segments at March 31, 2016 and March 31, 2015.

2. In the financial year 2007-08, the Company had entered into an agreement with developer/s for a project to construct residential units for weaker section on the company''s surplus land at Hyderabad. Due to the party violating the terms and conditions of agreement dated 17.09.2007, the company had filed a suit in the city civil court, Hyderabad, for cancellation of the agreement and for recovery of the possession of the land handed over to developer for construction only. However, the Hon''ble Court has passed an order not accepting the contention of the company. The company has filed an appeal before the Hon''ble High Court of Andhra Pradesh against the above order of the City Civil Court at Hyderabad. The Management does not anticipate any loss/liability to arise on this account.

3. Related Party Disclosure :

Related party Disclosure as identified by the management in accordance with the Accounting Standard -18 issued under Section 133 of the Companies Act, 2013.

I. Names of Related Parties

A. Key Management Personnel

Mr. Prakash Kumar Mohta - Chairman & Managing Director

B. Enterprises over which any person described in [A] above is able to exercise significant influence and with whom the company has transaction during the year.

During the Year - NIL

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Mar 31, 2015

1. Rights, preferences and restrictions attached with Shares

Equity Shares: The company has issued one class of Equity Share having a par value of Rs. 10/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

2. First Pari-Passu charge by way of hypothecation on all Current Assets of the company both present & future. Second Pari-Passu charge on Fixed Assets of the company as under

* Land & Building of Sonepat unit admeasuring 16.86 acres.

* Plant & Machinery of all units except Ghaziabad unit.

* Pari-Passu charge on other Fixed Assets of all units except Ghaziabad unit & at Kalol, Gujarat.

3. The Company has not received any intimation from any of its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, relating to amounts unpaid as at the year end along with interest if any payable as required under the said Act have not been given. The Company generally makes payments to all its suppliers within the agreed credit period (generally less than 45 days) and thus, the Management is confident that the liability of interest under this Act, if any, would not be material.

4. Vendors' balances are subject to confirmations and reconciliations.

5. The Company had made claims against Uttar Haryana Bijli Vitran Nigam Limited (UHBVN) for refund of liquidated damages deducted by the Electricity Board as well as interest on delayed payment of bills/due instalments by the Electricity Board. The arbitrator, appointed by the chairman, UHBVN, had given award in favour of the Company which was subsequently confirmed by the Additional Distt. Judge, Panchkula (Haryana). The Electricity Board has, however, filed an appeal with the Hon'ble High Court, Punjab & Haryana. While admitting the appeal, the Hon'ble High Court passed an interim order dated 25.08.2009, directing the Electricity Board to pay to the company a sum of Rs. 608.08 lacs against bank guarantee of the same amount as security to the Electricity Board. The Electricity Board has made payment against bank guarantee given to them as security. As the matter is still sub-judice, the amount is lying in Other Current Liabilities.

6. DISCLOSURES AS PER AS-29

Additional Notes

7. Warranty provision covers the estimated expenses to be incurred during warranty period of the products of the company determined on the basis of past experience. The company reviews the warranty provisions at periodical intervals and the same is adjusted to the estimated expenses to be incurred during the balance warranty period of the product. Expenses incurred during the year against warranties are being directly charged to Statement of Profit & Loss.

8. Provision for loss on Onerous Contracts made earlier, has been partly utilised towards settlement of a Railway Electrification job at Moradabad (U.P.).

9. Refer Note 30.1 (a)(ii).

10. Stores and Spare Parts consumption includes materials consumed for Repairs and Replacement.

11. Includes Rs. 3.50 (Previous Year Rs. 21.63 ) to firms in which directors are partners.

12. Includes Directors' Travelling Rs. 43.21 (Previous Year Rs. 62.50)

13. Includes expense relating to buyback of Shares Rs. Nil (Previous Year Rs. 0.01)

14. In view of the fact that due to adverse business scenario, transformer unit at Sonepat has been continously incurring heavy losses the company has decided to resize its work force. A provision of Rs. 40 lacs has been made on account of expected compensation to them.

15. A sum of Rs. 54 lacs has been provided towards a claim awarded against the Company. However, an appeal against the order is being filed by the Company

16. OTHER NOTES ON ACCOUNTS

17 Commitments & Contingent Liabilities jRs jn Lacs

2014-15 2013-14

(a) Contingent liabilities not provided for in respect of:

Claims against the Company not acknowledged as debts, are as given below:

(i) Excise Duty 6.99 5.82

(ii) Sales Tax/VAT/Work Contract Tax etc. 106.68 178.30

Provision of Rs. 25 lacs (Previous year Rs. 25 lacs) made in an earlier year is being carried forward under the head "Provision for contingencies."

(iii) Cess & Others 21.92 21.92

(b) Other Claims:

Other claims against the Company not acknowledged as debts, are as given below**:

Labour Cases 2.00*** 0.50***

Demands raised by Provident Fund / Employee State Insurance department 1.55*** 7.14***

Other Claims 34.95*** 34.95***

** The Management feels that the Company has a good chance of success in above mentioned cases hence no provision there against is considered necessary.

*** In view of large number of cases pending at various Forums / Courts, it is not practicable to give the details of each case. List also includes certain labour matters for which amount of liability is not ascertainable at this stage.

18. Segment Information

(a) Business Segments:

As of March 31, 2015, there are three business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Meter, Transformer and Switchgear), Elevator and Others. A description of the types of products and services provided by each reportable segment is as follows:

Electrical Equipments for Power Transmission and Distribution-the Company deals in meters, manufactures and supplies power and distributes transformers and switchgear.

Elevator Division manufactures equipments/components of elevators for execution of jobs for erection and installation and also for supplies to other parties in the market.

Other includes Contract Division carries out contracts of railways electrification.

(b) Geographical Segments:

Since the Company does not exports and operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

(c) Primary segment informa tion (by Business segments)

The following table presents revenue and profit information regarding business segments for the years ended March 31, 2015 and March 31, 2014 and certain assets and liability information regarding business segments at March 31, 2015 and March 31, 2014.

19. Disclosure under AS-15 (Employees' Benefit):

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

20. During the earlier year, the Company had entered into an agreement with developer/s for a project to construct residential units for weaker section on the company's surplus land at Hyderabad. Due to the party violating the terms and conditions of agreement dated 17.09.2007, the company had filed a suit in the city civil court, Hyderabad, for cancellation of the agreement and for recovery of the possession of the land handed over to developer for construction only. However, the Hon'ble Court has passed an order not accepting the contention of the company. The company has filed an appeal before the Hon'ble High Court of Andhra Pradesh against the above order of the City Civil Court at Hyderabad. The Management does not anticipate any loss/liability to arise on this account.

21. Related Party Disclosure

Related party Disclosure as identified by the management in accordance with the Accounting Standard-18 issued under Section 133 of the Companies Act, 2013.

I. Name of Related Parties

A. Key Management Personnel

Mr. Prakash Kumar Mohta - Chairman & Managing Director

B. Enterprises over which any person described in [A] above is able to exercise significant influence and with whom the Company has transaction during the year - NIL

22. Previous year figures have been reclassified / regrouped to confirm current year figures.

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Mar 31, 2014

1.1 The Board has recommended dividend of Rs. 0.10 (Paise ten only) per share on 77,25,925 equity shares

[Previous year Rs. 0.25 (paise twenty five only) per share on 77,25,925 equity shares (net of 1972 equity shares) extinguised after balance sheet date]

2.1 Secured by equitable mortgage of factory land and other fixed assets at Sonepat unit. Further, hypothecation of movable fixed assets / current assets of the Company namely book debts, receivables, materials, work in progress and finished goods.

3.1 The Company has not received any intimation from any of its suppliers regarding their status under the said Act and hence disclosures, relating to amounts unpaid as at the year end along with interest if any payable as required under the said Act have not been given. The Company generally makes payments to all its suppliers within the agreed credit period (generally less than 45 days) and thus, the Management is confident that the liability of interest under this Act, if any, would not be material.

3.2 Vendor''s balances are subject to confirmations and reconciliations.

4.1 The Company had made claims against Uttar Haryana Bijli Vitran Nigam Limited (UHBVN) for refund of liquidated damages deducted by the Electricity Board as well as interest on delayed payment of bills/due instalments by the Electricity Board. The arbitrator, appointed by the chairman, UHBVN, had given award in favour of the Company which was subsequently confirmed by the Additional Distt. Judge, Panchkula (Haryana). The Electricity Board has, however, filed an appeal with the Hon''ble High Court, Punjab & Haryana. While admitting the appeal, the Hon''ble High Court passed an interim order dated 25.08.2009, directing the Electricity Board to pay to the company a sum of Rs. 608.08 lacs against bank guarantee of the same amount as security to the Electricity Board. The Electricity Board has made payment against bank guarantee given to them as security. As the matter is still sub-judice, the amount is lying in Other Current Liabilities.

4.1.1 Warranty provision covers the estimated expenses to be incurred during warranty period of the products of the company determined on the basis of past experience. The company reviews the warranty provisions at periodical intervals and the same is adjusted to the estimated expenses to be incurred during the balance warranty period of the product. Expenses incurred during the year against warranties are being directly charged to Statement of Profit & Loss.

4.1.2 Provision for loss on Onerous Contracts has been made towards estimated amount of loss on pending Railway Electrification jobs.

4.1.3 Kindly refer to Note No. 26.1 [b(ii)].

5.1 Received pursuant to the scheme of arrangement between Grasim Industries Ltd. and Indian Rayon & Industries Ltd during the year 1999-2000.

5.2 Received pursuant to scheme of arrangement between Samruddhi Cements Ltd. and Ultratech Cements Ltd. during the year 2010-2011.

5.3 Received on account of transfer of textile division by Kesoram Industries Ltd. to Kesoram Textile Mills Ltd. during the year 1999-2000.

6.1 Balance with customers are subject to confirmations and reconciliations

7.1 Stores and Spare Parts consumption includes materials consumed for Repairs and Replacement.

7.2 Includes Rs. 21.63 Lacs (Previous Year Rs. 2.50 Lacs) to firms in which directors are partners.

7.3 Includes Directors'' Travelling Rs. 62.50 Lacs (Previous Year Rs. 41.96 Lacs)

7.4 Includes expense relating to buyback of Shares Rs. 0.01 Lacs (Previous Year Rs. 1.30 Lacs)

8. OTHER NOTES ON ACCOUNTS

8.1 Commitments & Contingent Liabilities

(Rs. in Lacs>

2013-14 2012-13

(a) Contingent liabilities not provided for in respect of :

Claims against the Company not acknowledged as debts, are as given below :

(i) Excise Duty 5.82 5.82

(ii) Sales Tax / VAT / Work Contract Tax etc. 178.30 178.30

Provision of Rs. 25 (Previous year Rs. 25) made in an earlier year is being carried forward under the head "Provision for contingencies."

(iii) Cess & Others 21.92 21.92

(b) Other Claims :

Other claims against the Company not acknowledged as debts, are as given below** :

Labour Cases 0.50*** 0.50***

Demands raised by Provident Fund / Employee State Insurance department 7.14*** 7.14***

Other Claims 34.95*** 52.41***

** The Management feels that the Company has a good chance of success in above mentioned cases and hence no provision thereagainst is considered necessary.

*** In view of large number of cases pending at various Forums / Courts, it is not practicable to give the details of each case. List also includes certain labour matters for which amount of liability is not ascertainable at this stage.

8.2 Segment Information

(a) Business Segments:

- As of March 31, 2014, there are three business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Meter, Transformer and Switchgear), Elevator and Others. A description of the types of products and services provided by each reportable segment is as follows:

- Electrical Equipments for Power Transmission and Distribution :- The Company deals in meters, manufactures and supplies power and distributes transformers and switchgear.

- Elevator Divisions manfufactures equipments/components of elevators for executions of jobs for erection and installation and also the supplies to other parties in the market.

- Other includes Contract Division carries out Contracts of Railway Electrification.

(b) Geographical Segments:

- Since the Company does not exports and operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

(c) Primary segment information (by Business segments)

- The following table presents revenue and profit information regarding business segments for the years ended March 31, 2014 and March 31, 2013 and certain assets and liability information regarding business segments at March 31, 2014 and March 31, 2013.

8.3 Disclosure under AS-15 (Employees'' Benefit) :

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the plan (based on Actuarial Valuation) : -

8.4 During the earlier year, the Company had entered into an agreement with developer/s for a project to construct residential units for weaker section on the company''s surplus land at Hyderabad. Due to the party violating the terms and conditions of agreement dated 17.09.2007, the company had filed a suit in the city civil court, Hyderabad, for cancellation of the agreement and for recovery of the possession of the land handed over to developer for construction only. However, the Hon''ble Court has passed an order not accepting the contention of the company. The company has filed an appeal before the Hon''ble High Court of Andhra Pradesh against the above order of the City Civil Court at Hyderabad. The Management does not anticipate any loss/liability to arise on this account.

8.5 Previous year figures have been reclassified / regrouped to confirm current year figures.

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Mar 31, 2013

1.1 Segment Information

(a) Business Segments:

- As of March 31, 2013, there are three business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Meter, Transformer and Switchgear), Elevator and Others. A description of the types of products and services provided by each reportable segment is as follows:

- Electrical Equipments for Power Transmission and Distribution :- The Company deals in meters, manufactures and supplies power and distributes transformers and switchgear.

- Elevator Divisions manfufactures equipments/components of elevators for executions of jobs for erection and installation and also the supplies to other parties in the market.

- Other includes Contract Division carries out Contracts of Railway Electrification.

(b) Geographical Segments:

- Since the Company does not exports and operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

(c) Primary segment information (by Business segments)

- The following table presents revenue and profit information regarding business segments for the years ended March 31, 2013 and March 31, 2012 and certain assets and liability information regarding business segments at March 31, 2013 and March 31, 2012.

1.2 During the earlier year, the Company had entered into an agreement with developer/s for a project to construct residential units for weaker section on the company''s surplus land at Hyderabad. Due to the party violating the terms and conditions of agreement dated 17.09.2007, the company had filed a suit in the City Civil Court, Hyderabad, for cancellation of the agreement and for recovery of the possession of the land handed over to developer for construction only. However, the Hon''ble Court has passed an order not accepting the contention of the company. The company has filed an appeal before the Hon''ble High Court of Andhra Pradesh against the above order of the City Civil Court at Hyderabad. The Management does not anticipate any loss/liability to arise on this account.

1.3 Related Party Disclosure :

Related party Disclosure as identified by the management in accordance with the Accounting Standard -18 issued by the Accounting Standards by Companies (Accounting Standards) Rules, 2006.

I. Names of Related Parties

A Key Management Personnel

Shri P.K. Mohta Chairman & Managing Director B Relative of Related Parties

Shri Sakate Khaitan Director (Son-in-law of Shri P.K. Mohta)

C Enterprises over which any person described in [ A & B ] above is able to exercise significant influence and with whom the company has transaction during the year.

NIL

1.4 Disclosure under AS-15 (Employees'' Benefit) :

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the plan (based on Actuarial Valuation) :

1.5 Previous year figures have been reclassified / regrouped to confirm current year figures.

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Mar 31, 2012

Rights, preferences and restrictions attached with Shares

Equity Shares : The company has issued one class of Equity Share having a par value of Rs. 10/- per share. Each Shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

1.1 The Board has recommended dividend of Rs. 0.50 (paise fifty only) per share on 78,78,663 equity shares (net of 22647 equity shares bought back after balance sheet date)

[Previous year Rs. 0.25 (paise twenty five only) per share on 87,76,310 equity shares]

2.1.a Payable for goods and services includes acceptances Rs. NIL (Previous Year Rs. 32.79 Lacs)

2.1.b The Company has not received any intimation from any of its suppliers regarding their status under "The Micro, Small and Medium Enterprises Development Act, 2006" and hence disclosures, relating to amounts unpaid as at the year end along with interest, if any, payable as required under the said Act have not been given. The Company generally makes payments to all its suppliers within the agreed credit period (generally less than 45 days) and thus, the Management is confident that the liability of interest under this Act, if any, would not be material.

3.1 The Company had made claims against Uttar Haryana Bijli Vitran Nigam Ltd. (UHBVN) for refund of liquidated damages deducted by the Electricity Board as well as interest on delayed payment of bills/due installments by the Board. The arbitrator, appointed by the chairman, UHBVN, had given award in favour of the Company which was subsequently confirmed by the Additional Distt. Judge, Panchkula (Haryana). The Board has, however, filed an appeal with the Hon'ble High Court, Punjab & Haryana. While admitting the appeal, the Hon'ble High Court passed an interim order directing the Board to pay to the company a sum of Rs. 608.08 lacs against bank guarantee of the same amount as security to the Board. The Board has made payment against bank guarantee given to them as security. As the matter is sub-judice, the amount is lying in Other Current Liabilities.

Additional Notes

4.1.1 Warranty provision covers the estimated expenses to be incurred during warranty period of the products of the company determined on the basis of past experience. The company reviews the warranty provisions at periodical intervals and the same is adjusted to the estimated expenses to be incurred during the balance warranty period of the product. Expenses incurred during the year against warranties are being directly charged to Statement of Profit & Loss.

4.1.2 Provision for loss on Onerous Contracts has been made towards estimated amount of loss on pending Railway Electrification jobs.

4.1.3 Kindly refer to Note No. 26.1 [b(ii)].

NOTES:-

1. Leasehold land includes land amounting to Rs. 2.08 lacs (Previous year Rs. 2.08 lacs) under perpetual lease.

2. Building includes Rs. 250/- (Previous Year Rs. 250/-) being the cost of 5 (Five) Shares issued by Hanuman Unit Holder Premises Co-operative Society Limited, Vadala.

3. Out of the above Fixed Assets Land, Building, Electric Installation and Air Conditioning Plant aggregate value of Rs. 0.49 lacs (Previous Year Rs. 0.49 lacs) are owned with other co-owners.

5.1 Received pursuant to the scheme of arrangement between Grasim Industries Ltd. and Indian Rayon & Industries Ltd during the year 1999-2000.

5.2 Received pursuant to scheme of arrangement between Samruddhi Cements Ltd. and Ultratech Cements Ltd. during the year 2010-2011

5.3 Received on account of transfer of textile division by Kesoram Industries Ltd. to Kesoram Textile Mills Ltd. during the year 1999-2000.

6.1 Includes Rs. 2.50 Lacs (Previous Year Rs. 2.50 Lacs) to a firm in which a director is a partner.

6.2 Includes Directors' Travelling Rs. 18.50 Lacs (Previous Year Rs. 9.35 Lacs)

7.1 Commitments & Contingent Liabilities

(Rs. in Lacs)

2011-12 2010-11

(a) Capital Commitments

Estimated Amount of contracts remaining to be executed 120.00 155.60 on capital account and not provided for (Advance paid Rs. 30 Lacs Previous Year Rs. 64.75 Lacs)

(b) Contingent liabilities not provided for in respect of:

Claims against the Company not acknowledged as debts, are as given below:

(i) Excise Duty 5.82 5.82

(ii) Sales Tax/VAT/Work Contract Tax etc. 193.82 238.67 (Provision of Rs. 25 Lacs made in an earlier year is being carried forward under the head "Provision for contingencies.")

(iii) Cess & Others 21.92 0.60

(c) Other Claims:

Other claims against the Company not acknowledged as debts, are as given below**:

Labour Cases 0.50*** 0.50***

Demands raised by Provident Fund / Employee State Insurance department 7.14*** 7.78***

Other Claims 52.71*** 50.70***

** Based on the Legal Opinions, the Management feels that the Company has a good chance of success in above mentioned cases and hence no provision thereagainst is considered necessary. *** In view of large number of cases pending at various Forums / Courts, it is not practicable to give the details of each case. List also includes certain labour matters for which amount of liability is not ascertainable at this stage.

7.2 Segment Information

(a) Business Segments:

- "As of March 31, 2012, there are three business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Meter, Transformer and Switchgear), Elevator and Others. A description of the types of products and services provided by each reportable segment is as follows:

- Electrical Equipments for Power Transmission and Distribution :- The Company deals in Meters, manufacture and supplies distribution and Power Transformer and Switchgear.

- Elevator Divisions manufactures equipment components of elevators for executions of jobs for erection and installation and also the supplies to other parties in the market.

- Other includes Contract Division carries out Contracts of Railway Electrification.

(b) Geographical Segments:

- Since the Company operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

(c) Primary segment information (by Business segments)

- The following table presents revenue and profit information regarding business segments for the years ended March 31, 2012 and March 31, 2011 and certain assets and liability information regarding business segments at March 31, 2012 and March 31, 2011.

7.3 During the earlier year, the Company had entered into an agreement with developer/s for a project to construct residential units for weaker section on the company's surplus land at Hyderabad. Due to the party violating the terms and conditions of agreement dated 17.09.2007, the company had filed a suit in the City Civil Court, Hyderabad, for cancellation of the agreement and for recovery of the possession of the land handed over to developer for construction only. However, the Hon'ble Court has passed an order not accepting the contention of the company. The company has filed an appeal before the Hon'ble High Court of Andhra Pradesh against the above order of the City Civil Court at Hyderabad. The Management does not anticipate any loss/liability to arise on this account.

7.4 Related Party Disclosure :

Related party Disclosure as identified by the management in accordance with the Accounting Standard -18 issued by the Accounting Standards by Companies (Accounting Standards) Rules, 2006.

I. Names of Related Parties

A Key Management Personnel

Mr. P.K. Mohta Chairman & Managing Director

B Relative of Key Management Personnel

Mr. Sakate Khaitan Director (Son-in-law of Shri P.K. Mohta)

C Enterprises over which any person described in [ A & B ] above is able to exercise significant influence and with whom the company has transaction during the year.

NIL

7.5 Disclosure under AS-15 (Employees' Benefit):

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded status and amounts recognised in the balance sheet for the plan (based on Actuarial Valuation):

7.6 The Company has prepared current year account as per Presentation and disclosure requirement of Revised Schedule-VI to the Companies Act,1956 applicable with effect from 1st April, 2011. Previous year figures has been reclassified / regrouped to confirm current year figures.

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Mar 31, 2011

1. Nature of Operations

ECE Industries Limited is mainly engaged in the manufacturing and selling of Transformer, Elevators' Components, and Switchgear and is also engaged in the erection and installation of Elevator. The Company has manufacturing facilities at Hyderabad (Andhra Pradesh), Sonepat (Haryana), and Ghaziabad (Uttar Pradesh).

2. Segment Information

(a) Business Segments:

As of March 31, 2011, there are three business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Meter, Transformer and Switchgear), Elevator and others. A description of the types of products and services provided by each reportable segment is as follows:

Electrical Equipments for Power Transmission and Distribution – The Company manufactures and supplies electro mechanical and electronic meters, distribution and power transformers and switchgear.

Elevator Division manufactures equipments/ components of elevators for execution of jobs for erection and installation and also for supplies to other parties in the market.

Other includes Contract Division carries out contracts of railways electrification.

Geographical Segments:

Since the Company does not make much of exports and mainly operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

Primary segment information (by Business segments)

The following table presents revenue and profit information regarding business segments for the years ended March 31, 2011 and March 31, 2010 and certain assets and liability information regarding business segments at March 31, 2011 and March 31, 2010.

3. Related Party Disclosure :

(a)Names of the Related Parties

Key Management Personnel Mr. P.K.Mohta - Chairman & Managing Director

Enterprises owned or significantly (i) Nil influenced by key management personnel or their relatives

Relatives of key management (i) Mr. Sakate Khaitan, Director - personnel Son-in-law of Shri P.K.Mohta

4. Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded status and amounts recognised in the balance sheet for the plan.

5. Contingent Liabilities not provided for

As on 31.03.11 As on 31.03.10 (Rs. in lacs) (Rs. in lacs)

(a) Income Tax matters : For assessment year 1999-2000, Nil 1436.00 Income Tax department has preferred an appeal before Hon'ble High Court of Delhi against Income Tax Appellate Tribunal's order passed in favour of the Company relating to slump sale of one of the units of the Company. The Hon'ble High Court of Delhi on December 24, 2010 vide its order in ITA No. 417 of 2007 with ITA No. 1069 of 2007 has dismissed the Income Tax Department's appeal.

(b) Demands raised by Sales Tax (VAT)/Cess/Excise Authorities, 238.67* 232.12* being disputed by the Company. Provision of Rs. 25 lacs made in an earlier year is being carried forward under the head “Provision for contingencies.”

*Details are as given below**

Name of the statute Nature of dues 2010-2011 2009-2010 (Rs. In lacs) (Rs. In lacs)

Orissa Sales Tax Act. 1947 Demand towards Work contract tax for 26.24 26.24 1997-1999 and 2001-2002

Bihar Sales Tax Act. 1983 Demand towards work contact tax for 21.96 21.96 1993-97 and 2000-2001

Andhra Pradesh General Sales Demand towards negative price variation 17.33 17.33 Tax Act 1957 (Local) and interest on delayed payment for 1994-96 and 1998-99

Andhra Pradesh General Sales Demand towards shortage of C forms for 12.09 12.09 Tax Act 1957 (Central) 1995-96 and 1998-99 and Works Contract for 1994-96

Delhi Works Contract Demand towards Works Contract Tax for 20.43 20.43 Tax Act. 1999 2002-03 & 2004-05

West Bengal Sales Tax Sales Tax revision for 1994-97 and 2002-03 15.26 15.26 Act, 1994 (Local) & Central

UP Trade Tax Act, 1948 Demand towards CST Forms for 2007-08 0.58 14.00 (Previous figure includes Rs.13.422 lacs relating to year 2003-04, 2004-05, 2005-06 and 2006-07)

Andhra Pradesh General Demand towards Works Contract Tax for 10.94 3.62 Sales Tax Act 1957 (Central) 2001-02 & 2003-04.

M.P. Trade Tax Demand towards M.P.Sales Tax for 2002-03 - 16.00

Delhi Sales Tax Act, 1975 Demand towards non submission of forms/ 13.95 13.95 (Central) concessional forms for 1979-80, 1983-84, 1989-1990, 1995-96 and demand towards interest 1981-82.

Delhi Sales Tax Act, 1975 Demand towards rejection of Stock transfer and 3.55 3.55 (Local) non submission of forms for 1980-81, 1987-88

Karnataka state Sales Demand towards Work Contract Tax for 15.52 15.06 Tax Act, 1963 1997-98, 1998-99, 1999-2000

Tamilnadu Commercial Commercial Tax 2000-01 71.62 49.85 Tax Act

Gujrat State Sales tax Demand towards various Sales Tax cases 2.78 2.78 Act, 1969

Central Excise Act, 1944 Demand towards Excise duty for 1998-99 5.82 -

U P Municipal Laws Demand towards Water cess for 1992-93 0.60 -

Total 238.67 232.12

(e) (Rs in lacs)

As on 31.03.11 As on 31.03.10

Other claims against the Company not acknowledged as debts 58.98 42.50

Details are as given below**:

Labour Cases 0.50*** 5.36***

Demands raised by Provident Fund/Employee State Insurance 7.78*** 2.43*** Department

Other Claims 50.70*** 34.71***

** Based on the legal opinion,the management feels that the Company has a good chance of success in above mentioned cases and hence no provision there against is considered necessary.

*** In view of large number of cases pending at various forums / courts, it is not practicable to give the detail of each case. List also includes certain labour matters for which amount of liability is not ascertainable at this stage.

6. The Company had made claims against Haryana Vidyut Prasaran Nigam Limited (HVPNL)(now UHBVN) for refund of liquidated damages deducted by the Electricity Board as well as interest on delayed payment of bills/due installments by the Board. The arbitrator, appointed by the chairman, HVPNL, had given award in favour of the Company which was subsequently confirmed by the Additional Distt. Judge, Panchkula ( Haryana). The Board has, however, filed an appeal with the Hon'ble High Court, Punjab & Haryana. While admitting the appeal, the Hon'ble High Court passed an interim order directing the Board to pay to the Company a sum of Rs. 608.08 lacs against bank guarantee of the same amount as security to the Board. The board has made payment against bank guarantee given to them as security. As the matter is sub-judice, the amount is lying in current liabilities under the head Sundry Creditors.

7. During the earlier year, the Company had entered into an agreement with developer/s for a project to 31st March 31st March construct residential units for weaker section on the company's surplus land at Hyderabad. Due to the party violating the terms and conditions of agreement dated 17.09.2007, the Company had filed a suit in the city civil court, Hyderabad, for cancellation of the agreement and for recovery of the possession of the land. However, the Hon'ble court has passed an order not accepting the contention of the Company. The Company has filed an appeal before the Hon'ble High Court of Andhra Pradesh against the above order of the City Civil Court at Hyderabad. The management does not anticipate any loss/liability to arise on this account.

8. Disclosure as per Section 22 of “The Micro, Small and Medium Enterprises Development Act, 2006”

The Company has not received any intimation from any of its suppliers regarding their status under the said Act and hence disclosures, relating to amounts unpaid as at the year end along with interest if any payable as required under the said Act have not been given. The Company generally makes payments to all its suppliers within the agreed credit period (generally less than 45 days) and thus, the Management is confident that the liability of interest under this Act, if any, would not be material.

9. The Company had issued 43,88,155 Rights Shares of Rs. 10/- each at a price of Rs. 100/- per share (including premium of Rs. 90/- per share) in August, 2010. Out of the fund raised of Rs. 43.88 Crores, the Company had incurred towards capital expenditure / utilized Rs. 15.21 Crores for the purposes as stated in Letter of Offer dated June 23, 2010.

In pursuance of approval granted by the shareholders of the Company in their Extra Ordinary General meeting held on 28th March, 2011, the Company has utilized the unspent Rights issue proceeds amounting to Rs. 28.67 Crores for the operations of the Company and/ or reduction in bank borrowings and / or in various deposits.

10. Previous year figures have been regrouped wherever necessary. In terms of our attached Report of even date

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Mar 31, 2010

1. Nature of Operations

ECE Industries Limited is mainly engaged in the manufacturing and selling of Transformer, Elevators Components, and Switchgear and is also engaged in the erection and installation of Elevator. The Company has manufacturing facilities at Hyderabad (Andhra Pradesh), Sonepat (Haryana), and Ghaziabad (Uttar Pradesh).

2. (a) Segment Information

BUSINESS SEGMENTS:

As of March 31, 2010, there are three business segments i.e. Electrical Equipments for Power Transmission and Distribution (comprising of Meter, Transformer and Switchgear), Elevator and Contract. A description of the types of products and services provided by each reportable segment is as follows:

Electrical Equipments for Power Transmission and Distribution - The Company manufactures and supplies power & distribution transformers and switchgear.

Contract Division carries out contracts of railways electrification.

Elevator Division manufactures equipments/ components of elevators for execution of jobs for erection and installation and also for supplies to other parties in the market.

GEOGRAPHICAL SEGMENTS:

Since the Company does not make much of exports and mainly operates in the domestic market which is governed by the same risks and returns, no geographical information is provided.

PRIMARY SEGMENT INFORMATION (BY BUSINESS SEGMENTS)

The following table presents revenue and profit information regarding business segments for the years ended March 31, 2010 and March 31, 2009 and certain assets and liability information regarding business segments at March 31, 2010 and March 31, 2009.

3. Related Party Disclosure : (a) Names of the Related Parties

Key Management Personnel (i) * Mr. P.K.Mohta-Chairman & Managing Director

(ii) ** Mr. R.N.Jaju - President and Chief Executive Officer

Enterprises owned or significantly (i) ** Vimlesh Industries Private Limited(VIL) through Sh. R.N.Jaju influenced by key management personnel or their relatives

Relatives of key management (i) * Mr. Sakate Khaitan, Director - Son-in-law of Sh. P.K.Mohta personnel

*w.e.f. 1.11.2008 ** Upto 5.6.2008

4. Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service.

The following tables summarise the components of net benefit expense recognised in the profit and loss account and the funded status and amounts recognised in the balance sheet for the plan.

5. Contingent Liabilities not provided for

As on 31.03.10 As on 31.03.09 (Rs. in Lacs) (Rs. in Lacs) (a) Bank Guarantees given by the Company 7303.15 4587.98

(b) Income Tax matters : For assessment year 1999-2000, 1436.00 1436.00 Income Tax department has preferred an appeal before Honble High Court of Delhi against Income Tax Appellate Tribunals order passed in favour of the company relating to slump sale of one of the units of the company.

(c) Employees State Insurance Corporation (ESIC), Andhra Pradesh raised a demand of Rs. 57.54 lacs in respect of the years 1983 to 1999 for Meter Division, Hyderabad. The Company has filed appeal before Employees Insurance Court & Industrial Tribunal, Hyderabad. The appeal of the Company has been admitted by depositing Rs. 7.38 lacs with ESIC and also furnishing a bank guarantee of Rs. 7.00 lacs. The matter is pending before the court for hearing and decision. However, the Company had, as a cautionary measure, in earlier year provided liability of Rs. 14.38 lacs which is being carried forward. The Company is not anticipating any liability of a material amount, other than those provided.

** Based on the discussion with the Solicitors/Meeting with contractual terms and conditions as applicable, the management feels that the Company has a good chance of success in above mentioned cases and hence no provision there against is considered necessary.

*** In view of large number of cases pending at various forums / courts, it is not practicable to give the detail of each case. List also includes certain labour matters for which amount of liability is not ascertainable at this stage.

6. The company had made claims against Haryana Vidyut Prasaran Nigam Limited (HVPNL)(now UHBVN) for refund of liquidated damages deducted by the Electricity Board as well as interest on delayed payment of bills/due installments by the Board. The arbitrator, appointed by the chairman, HVPNL, had given award in favour of the company which was subsequently confirmed by the Additional Distt. Judge, Panchkula ( Haryana). The Board has, however, filed an appeal with the Honble High Court, Punjab & Haryana. While admitting the appeal, the Honble High Court passed an interim order directing the Board to pay to the company a sum of Rs. 608.08 lacs against bank guarantee of the same amount as security to the Board. The board has made payment against bank guarantee given to them as security. As the matter is sub-judice, the amount is lying in current liabilities under the head Sundry Creditors.

7. During the earlier year, the Company had entered into an agreement with developer/s for a project to construct residential units for weaker section on the companys surplus land at Hyderabad. Due to the party violating the terms and conditions of agreement dated 17.09.2007, the company had filed a suit in the city civil court, Hyderabad, for cancellation of the agreement and for recovery of the possession of the land. However, the Honble court has passed an order not accepting the contention of the company. The company is in the course of filing appeal in the High Court of Andhra Pradesh at Hyderabad. The management does not anticipate any loss/liability to arise on this account.

8. Derivative Instruments and unhedged Foreign Currency Exposure :

9. Disclosure as per Section 22 of "The Micro, Small and Medium Enterprises Development Act, 2006"

The Company has not received any intimation from any of its suppliers regarding their status under the said Act and hence disclosures, relating to amounts unpaid as at the year end along with interest if any payable as required under the said Act have not been given. The Company generally makes payments to all its suppliers within the agreed credit period (generally less than 45 days) and thus, the Management is confident that the liability of interest under this Act, if any, would not be material.

NOTES

(a) N.A.: Not applicable in terms of Governments of Indias Notification No. S. Q. 477(E) dated 25th July, 1991

(b) In case of serial no. 5 to 10, quantitative details are notfurnished being numerous in nature and each being less than 10% of the total Turnover

(c) The differences in quantative tallies are on account of internal consumption, free replacements, samples, defectives etc.

10. Previous year figures have been regrouped wherever necessary.