Electrosteel Castings Ltd. — AGM Information 2022

Aug 17, 2022

17 August, 2022

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Scrip Code: 500128

Symbol: ELECTCAST

Dear Sir/ Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015-

In view of the outbreak of COVID-19 pandemic, the Ministry of Corporate Affairs ('MCA') has, vide its General Circulars dated 8 April, 2020, 13 April, 2020, 5 May, 2020, 13 January, 2021, 14 December, 2021 and 5 May, 2022 collectively referred to as 'MCA Circulars' and the Securities and Exchange Board of India ('SEBI') has, vide SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May, 2020 read with SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13 May, 2022 permitted the companies to conduct AGM through VC facility or OAVM, whose AGMs were due to be held in the year 2020 or become due in the year 2022 on or before 31 December, 2022, without the physical presence of the Members at a common venue.

In compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and the aforesaid Circulars, the 67th AGM of the Company is being held through VC/OAVM on Friday, 16 September, 2022 at 11:30 a.m. The deemed venue for the 67th AGM will be the Registered Office of the Company at Rathod Colony, Rajgangpur, Sundergarh, Odisha 770 017.

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed herewith, a copy of the Notice of the 67th AGM of the Company.

In terms of the aforesaid Circulars, Notice convening the 67th AGM and Annual Report of the Company for the Financial Year 2021-22 are being despatched only through electronic mode (email) to the Members who have registered their e-mail IDs with the Depository Participant(s) / Company. The Annual Report and the Notice have also been uploaded in the 'Investors' section on the website of the Company at www.electrosteel.com.

Please be informed that the Company has fixed Friday, 9 September, 2022 as the Cut-off Date to determine the entitlement of voting rights of the Members eligible to vote either through remote evoting or through e-voting during the AGM. The Company has engaged the services of National Securities Depository Limited ('NSDL') as the Agency to provide e-voting platform to the Members of the Company.

The remote e-voting period will commence from Tuesday, 13 September, 2022 (9:00 a.m., IST) and end on Thursday, 15 September, 2022 (5:00 p.m., IST).

Further, as intimated vide our letter dated 10 May, 2022, the Board of Directors, at its meeting held on 10 May, 2022, has, inter alia, recommended a dividend of Re. 0.80 (80%) per Equity Share of face value of Re. 1/- each for the Financial Year ended 31 March, 2022, to the Members of the Company for their approval at the 67th AGM.

Further, please note that the Register of Members and Share Transfer Book shall remain closed from 10 September, 2022 to 16 September, 2022 (both days inclusive) for the purpose of determining the Members eligible to receive the aforesaid dividend.

The aforesaid dividend, if declared by the Members at the 67th AGM, will be paid subject to deduction of income tax at source ('TDS'). The dividend on Equity Shares, if approved by the Members, will be credited/despatched on or after 16 September, 2022, to those Members whose names shall appear in the Register of Members of the Company as on the close of business hours on Friday, 9 September, 2022 (Record Date), and in respect of the shares held in dematerialized form, the dividend will be paid to Members whose names are furnished by NSDL and Central Depository Services (India) Limited as beneficial owners as on the Record Date.

This is for your information and records.

Thanking you.

Yours faithfully, For Electrosteel Castings Limited

INDRANIL MITRA

Digitally signed by INDRANIL MITRA Date: 2022.08.17 17:48:08 +05'30'

Indranil Mitra Company Secretary

Encl.: As above

ELECTROSTEEL CASTINGS LIMITED CIN: L27310OR1955PLC000310 Registered Office: Rathod Colony, Rajgangpur, Sundergarh, Odisha 770 017, India Tel. No.: +91 06624 220 332; Fax: +91 06624 220 332 Corporate Office: G. K. Tower, 19 Camac Street, Kolkata 700 017, India Tel. No.: +91 033 2283 9990; Fax: +91 033 2289 4339 Website: www.electrosteel.com; E-mail ID: companysecretary@electrosteel.com

NOTICE

Notice is hereby given that the Sixty-seventh Annual General Meeting of the Members of Electrosteel Castings Limited will be held on Friday, 16 September , 2022, at 11:30 a.m., through video conferencing ('VC') or other audio-visual means ('OAVM'), to transact the following business:

ORDINARY BUSINESS:

• 1. To consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31 March, 2022, together with the Reports of the Directors and Auditors thereon.
• 1. To consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31 March, 2022, together with the Report of the Auditors thereon.
• 1. To declare a Dividend of Rs. 0.80 (i.e.,80%) per share on the Equity Shares of the Company, for the Financial Year ended 31 March, 2022.
• 1. To re-appoint Mr. Uddhav Kejriwal (DIN: 00066077), who retires by rotation and being eligible, offers himself for re-appointment as a Director of the Company.
• 1. To re-appoint Mr. Sunil Katial (DIN: 07180348), who retires by rotation and being eligible, offers Himself for re-appointment as a Director of the Company.
• 1. To appoint Statutory Auditors of the Company and to fix their remuneration.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], M/s. Lodha & Co., Chartered Accountants (Firm Registration Number: 301051E)) be and are hereby appointed as the Statutory Auditors of the Company in place of the retiring auditors, M/s. Singhi & Co., Chartered Accountants (Firm Registration Number.: 302049E), for a term of 5 years to hold office from the conclusion of sixty seventh (67th ) Annual General Meeting (AGM) till the conclusion of seventy second (72nd ) AGM of the Company on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this Resolution."

SPECIAL BUSINESS:

1. Ratification of remuneration of M/s. S G & Associates and M/s. Narasimha Murthy & Co. as joint Cost Auditors of the Company, for the Financial Year 2022-23.

To consider and if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], the Company hereby ratifies the remuneration of Rs. 1,35,000/- (Rupees One Lakh Thirty Five Thousand Only) per annum plus applicable taxes and reimbursement of out-of-pocket expenses payable to M/s. S G & Associates, Cost Accountants in Practice (Firm Registration Number: 000138), and Rs 1,80,000/- (Rupees One Lakh Eighty Thousand Only) per annum plus applicable taxes and reimbursement of out-of-pocket expenses payable to M/s. Narasimha Murthy & Co. (Firm Registration Number: 000042), Cost Accountants as the joint Cost Auditors of the Company as approved by the Board of Directors of the Company, for the Financial Year ending 31 March, 2023 to conduct audit of the cost records made and maintained by the Company pertaining to products and units of the Company (as applicable)

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this Resolution."

By Order of the Board of Directors For Electrosteel Castings Limited

10 May, 2022 Indranil Mitra Kolkata Company Secretary

NOTES:

• 1. In view of the ongoing outbreak of the novel coronavirus (COVID-19) pandemic, the Ministry of Corporate Affairs ('MCA') has, vide its General Circular dated 8 April, 2020, 13 April, 2020, 5 May, 2020, 13 January, 2021, 14 December, 2021 and 5 May, 2022, collectively referred to as 'MCA Circulars'), permitted the companies to conduct Annual General Meeting ('AGM'/'the Meeting') through Video Conferencing ('VC') facility or other audio visual means ('OAVM'), whose AGM were due to be held in the year 2020 or become due in the year 2022 on or before 31 December, 2022, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ('Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and MCA Circulars, the 67th AGM of the Company is being held through VC/OAVM on Friday, 16 September, 2022 at 11:30 a.m. The deemed venue for the 67th AGM will be the Registered Office of the Company at Rathod Colony, Rajgangpur, Sundergarh, Odisha 770 017.
• 1. The Board of Directors has considered the Item No. 7 of the Notice as unavoidable items of Special Business and has, hence, proposed the same to be transacted at the AGM.
• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act'), setting out details relating to Ordinary Business to be transacted at the Meeting is annexed hereto.
• 1. SINCE THIS AGM IS BEING HELD THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE, THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF THE AGM ARE NOT ANNEXED TO THIS NOTICE.
• 1. In case of joint holders attending the Meeting, the joint holder who is highest in the order of names will be entitled to vote at the Meeting.
• 1. Corporate Members/Trusts/Societies, etc., intending to send their authorised representatives to attend and vote at the Meeting through VC/OAVM are requested to send a duly certified copy of the Board/Managing Committee Resolution (PDF/JPG Format), together with the specimen signature(s) of the representative(s) authorised under the said Resolution to attend and vote on their behalf at the Meeting, to the Scrutinizer by e-mail to rashmi@bihanico.in, with a copy marked to evoting@nsdl.co.in.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. The facility for participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first–come-first-served basis as per the MCA Circulars. This will not include large shareholders (i.e., shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors, etc., who shall be allowed to attend the AGM without restriction on account of first-come-first-served basis. The Members can join the AGM through the VC/OAVM, 15 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The Members will be able to view the proceedings and participate at the AGM by logging into the National Securities Depository Limited's ('NSDL') e-Voting website at www.evoting.nsdl.com.
• 1. In line with the MCA General Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12 May, 2020, read with SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15 January, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13 May, 2022, this Notice of the AGM and the Annual Report 2021-22 are being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice convening the 67th AGM and the Annual Report 2021-22 has been uploaded on the website of the Company at www.electrosteel.com under 'Investors' section and on the websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively. The Notice is also available on the website of NSDL at www.evoting.nsdl.com.
• 1. a) The Register of Members and Share Transfer Books of the Company will remain closed from 10 September, 2022 to 16 September, 2022 (both days inclusive) for the purpose of determining the Members eligible to receive the dividend.

• b) The dividend of Rs. 0.80 (80%) per Equity Share of face value of Re. 1/- each, if declared by the Members at the AGM, will be paid subject to deduction of income tax at source ('TDS'). The dividend on Equity Shares, if approved by the Members, will be credited/despatched on or after 16 September, 2022, to those Members whose names shall appear in the Register of Members of the Company as on the close of business hours on Friday, 9 September, 2022; in respect of the shares held in dematerialized form, the dividend will be paid to Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date.

• 1. Tax Deduction at Source ('TDS') on Dividend Distribution:
  • a) Under Section 194 of the Income Tax Act, 1961 ('IT Act'), dividend income will be taxable in the hands of shareholders, and the Company is required to deduct TDS from dividend paid to shareholders at the prescribed rates, if the aggregate dividend payment to a shareholder is in excess of Rs. 5,000 during the year. The shareholders are requested to update their PAN with the Company's RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).
  • a) A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a declaration along with PAN in Form No. 15G or 15H (for senior citizen), to avail the benefit of non-deduction of tax at source.
  • b) Other shareholders (including non-resident shareholders) with PAN and who are not liable to pay income tax or are liable to pay tax at a lower rate may submit a certificate obtained under Section 197 of the IT Act from Income Tax Department for lower or Nil withholding tax.
  • c) For FPI and FII TDS shall be deducted at the rate of 20% (plus applicable surcharge and cess) u/s 196D of the IT Act. They can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents, i.e., No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F.
  • d) Other Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents, i.e., No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F.
  • e) TDS will be deducted at 20%, i.e., at twice the applicable rate on the amount of dividend payable where the resident shareholders:
    • have not furnished valid PAN
    • Pan not linked with Aadhar
    • Are considered to be "Specified Person under Section 206AB of the IT Act, i.e., a resident shareholder who has:
      • not filed the return of income for the assessment year relevant to the previous year immediately preceding the financial year in which tax is required to be deducted, for which the time limit for filing the return of income under section 139(1) of the IT Act has expired and
      • the aggregate of tax deduction / collection at source aggregating to Rs. 50,000/- or more in the aforesaid previous year.

The Central Board of Direct Taxes (CBDT) has prescribed the functionality for determining whether a person fulfils the conditions of being a "Specified Person" or not. Accordingly, the Company will verify from the above functionality provided by CBDT whether any Shareholder of the Company qualifies as a "Specified Person" prior to applying the relevant TDS rates.

The aforesaid declarations and documents need to be submitted by the shareholders by Friday, 2 September, 2022, by visiting mdpl.in/form. No communication would be accepted from members after 2 September, 2022 regarding the tax withholding matters, since the said link will be disabled thereafter.

• 1. Further, in order to receive the dividend in a timely manner, Members holding shares in physical form, who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means, are requested to upload a scanned copy of the following details/documents at http://mdpl.in/form/nach-mandate latest by 2 September, 2022, thereafter the said link will be disabled:
  • a) a signed request letter mentioning your name, folio number, complete address and following details/documents relating to bank account in which the dividend is to be received:

• i. Bank Name and Branch;

• ii. Original cancelled cheque leaf/self-attested copy of Bank Passbook showing the name of the account holder;

• iii. Bank Account Number; and

• iv. IFSC Code;

• b) Form ISR-1 along with supporting documents. The said form is available on the website of the Company.

• c) self-attested copy of their PAN Card;

• d) self-attested photocopy of Passport/Voter ID/Aadhaar towards proof of address; and

• e) copy of any letter issued by the Company showing their Folio No.

Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the Company will be considered for remittance of dividend as per the applicable regulations of the Depositories.

• 1. The Members are requested to register their e-mail address and changes therein from time to time with RTA for shares held in physical form and with their respective Depository Participants for shares held in demat form.
• 1. As per the provisions of Section 72 of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the same in Form ISR-3 or Form SH-14, as the case may be. The said forms can be downloaded from the Company's website www.electrosteel.com, under the section, 'Investors'. Members are requested to submit the said form to their DPs in case the shares are held in electronic form and to the RTA in case the shares are held in physical form, quoting their folio no(s).
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination, power of attorney registration, Bank Mandate details, etc., to their DPs in case the shares are held in electronic form and to the RTA in prescribed Form ISR-1 and other forms pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3 November, 2021. Further, Members may note that SEBI has mandated the submission of PAN by every participant in securities market.
• 1. The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall despatch dividend warrant/bankers' cheque/demand draft to such Members, upon and subject to normalisation of postal services and other activities.
• 1. The Company has transferred the unpaid or unclaimed dividends declared up to Financial Years 2013- 14, from time to time, on due dates, to the Investor Education and Protection Fund ('IEPF') established by the Central Government. Pursuant to the provisions of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules'), as amended, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31 March, 2021 (date of closure of the Financial Year, the accounts of which were adopted at the last AGM) on the website of the Company (www.electrosteel.com).
• 1. Members wishing to claim dividends, which remain unclaimed are requested to correspond with the RTA. Members are requested to note that dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will be transferred to the IEPF.

Attention of the Members is drawn to the provisions of Section 124(6) of the Act which require a company to transfer in the name of IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more.

In accordance with the aforesaid provision of the Act, the Equity Shares of the Company, in respect of which dividend was unpaid or unclaimed for seven consecutive years or more, has been transferred to the Demat Account of IEPF Authority maintained with National Securities Depository Limited. The voting rights in respect of shares transferred to the Demat Account of IEPF Authority shall remain frozen, until the rightful owner claims the shares. Members may note that shares as well as unclaimed dividend transferred to the IEPF Authority can be claimed back. Concerned shareholders are advised to visit http://www.iepf.gov.in/IEPF/refund.html for lodging claim for refund of shares or dividend from the IEPF Authority.

In accordance with the aforesaid provision of the Act, read with the IEPF Rules, as amended, the Company has already initiated necessary action for transfer of all shares in respect of which dividend declared for the Financial Year 2014-15 and onwards has not been paid or claimed by the Members for 7 (seven) consecutive years or more. Members are advised to visit the web-link: https://www.electrosteel.com/investor/iepf-suspense-account.php.

• 1. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25 January, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests, viz., issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Shareholders are requested to make service requests by submitting a duly filled and signed Form ISR– 4, the format of which is available on the Company's website under the weblink at https://www.electrosteel.com/investor/investor-presentation-and-other-documents.php and on the website of the Company's RTA at https://www.mdpl.in/ . It may be noted that any service request can be processed only after the folio is KYC compliant.
• 1. SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.
• 1. In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, the Company has stopped accepting any fresh transfer requests for securities held in physical form. Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation.

Further, Members may please note that SEBI vide its Circular dated January 25, 2022 mandated listed companies to issue securities in demat form only while processing any service requests viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the website of the Company at https://www.electrosteel.com/investor/investorpresentation-and-other-documents.php.

1. The Register of Directors and Key Managerial Personnel and their Shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Act will be available for inspection by the Members at the AGM of the Company.

• 1. Brief profile and other required information about the Directors proposed to be appointed/reappointed and/or whose remuneration are proposed to be fixed, as required under Regulation 36 of the Listing Regulations and Clause 1.2.5 of Secretarial Standard on General Meetings (SS-2), are attached to this Notice.
• 1. Members who wish to inspect any documents referred to in the accompanying Notice and the Explanatory Statement, up to and including the date of the AGM of the Company, can send an e-mail to companysecretary@electrosteel.com.
• 1. Electronic copy of the Annual Report for the Financial Year 2021-22, along with Notice of the 67th AGM of the Company, inter-alia, indicating the process and manner of e-voting, are being sent to all Members whose e-mail IDs are registered with the Depository Participants/the Company's RTA for communication purposes.

26. Members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses for receiving all communication, including Annual Report, Notices, Circulars, etc., from the Company, electronically.

• 1. Voting through electronic means:
  • I. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, the Members are provided with the facility to exercise their right to vote on the resolutions proposed to be considered at the AGM by electronic means. The facility of casting the votes by the Members, prior to the AGM, using an electronic voting system from a place other than the venue of the AGM, i.e., "remote e-voting" will be provided by NSDL.
  • II. The facility of casting votes by a Member via e-voting during the AGM will also be provided by NSDL. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again at the AGM.
  • III. The remote e-voting period begins on Tuesday, 13 September, 2022 at 09:00 A.M., IST and ends on Thursday, 15 September, 2022 at 05:00 P.M., IST. The remote e-voting module shall be disabled by NSDL for voting, thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date, i.e., 9 September, 2022, may cast their vote(s), electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 9 September, 2022.
  • IV. The process and manner for remote e-voting and e-voting during the AGM are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual	1.Existing IDeASuser can visit the e-Services website of NSDL Viz.
Shareholders holding	https://eservices.nsdl.com either on a Personal Computer or on a mobile.
securities in demat	On the e-Services home page click on the "Beneficial Owner" icon under
mode with NSDL.	"Login" which is available under 'IDeAS' section , this will prompt you to
	enteryourexistingUserIDandPassword.Aftersuccessful
	authentication, you will be able to see e-Voting services under Value
	added services. Click on "Access to e-Voting" under e-Voting services and
	you will be able to see e-Voting page. Click on company name or e-Voting
	service provider i.e. NSDL and you will be re-directed to e-Voting website
	of NSDL for casting your vote during the remote e-Voting period or
	joining virtual meeting & voting during the meeting.
	If you are not registered for IDeAS e-Services, option to register is
	available at https://eservices.nsdl.com. Select "Register Online for
	IDeAS Portal" or click at
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	Visit the e-Voting website of NSDL. Open web browser by typing the
	following URL: https://www.evoting.nsdl.com/ either on a Personal
	Computer or on a mobile. Once the home page of e-Voting system is
	launched,clickontheicon"Login"whichisavailableunder
	'Shareholder/Member' section. A new screen will open. You will have to
	enter your User ID (i.e. your sixteen digit demat account number hold
	with NSDL), Password/OTP and a Verification Code as shown on the
	screen. After successful authentication, you will be redirected to NSDL
	Depository site wherein you can see e-Voting page. Click on company
	name or e-Voting service provider i.e. NSDL and you will be redirected to
	e-Voting website of NSDL for casting your vote during the remote e
	Voting period or joining virtual meeting & voting during the meeting.Shareholders/Members can also download NSDL Mobile App "NSDL
	Speede" facility by scanning the QR code mentioned below for seamless
	voting experience.
Individual	1.Existing users who have opted for Easi / Easiest, they can login through
Shareholders holding	their user id and password. Option will be made available to reach e
securities in dematmode with CDSL	Voting page without any further authentication. The URL for users tologin to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login
	or www.cdslindia.com and click on New System Myeasi.
	2.After successful login of Easi/Easiest the user will be also able to see the
	E Voting Menu. The Menu will have links of e-Voting service provider i.e.NSDL. Click on NSDL to cast your vote.If the user is not registered for Easi/Easiest, option to register is available
	3.at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.Alternatively, the user can directly access e-Voting page by providing

demat Account Number and PAN No. from a link in www.cdslindia.comhome page. The system will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the demat Account. Aftersuccessful authentication, user will be provided links for the respectiveESP i.e. NSDL where the e-Voting is in progress.

IndividualShareholders (holdingsecurities in dematmode) login throughtheir depositoryparticipants

You can also login using the login credentials of your demat account throughyour Depository Participant registered with NSDL/CDSL for e-Voting facility.upon logging in, you will be able to see e-Voting option. Click on e-Votingoption, you will be redirected to NSDL/CDSL Depository site after successfulauthentication, wherein you can see e-Voting feature. Click on companyname or e-Voting service provider i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting.

Important Note: Members who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
IndividualShareholdersholdingsecurities in demat mode with NSDL	Members facing any technical issue in login can contactNSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 4430
Individual Shareholders holdingsecurities in demat mode with CDSL	Members facing any technical issue in login can contactCDSLhelpdeskbysendingarequestathelpdesk.evoting@cdslindia.com orcontactat022-23058738 or 022-23058542-43

B. Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat	Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.	For example if your DP ID is IN300*** and Client ID
	is 12****** then your user ID is IN30012***.

b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL.	ForexampleifyourBeneficiaryIDis12**************thenyouruserIDis12**************
c) For Members holding shares in PhysicalForm.	EVEN Number followed by Folio Number registeredwith the company
	For example if folio number is 001*** and EVEN is101456 then user ID is 101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to rashmi@bihanico.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 224 430 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.co.in

V. PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to companysecretary@electrosteel.com.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account Statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to companysecretary@electrosteel.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

VI. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

VII. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request, mentioning their name, demat account number/folio number, e-mail ID, mobile number at companysecretary@electrosteel.com, between Friday 9 September, 2022 (9:00 a.m., IST) and Sunday, 11 September , 2022 (5:00 p.m., IST).
• 1. Shareholders who would like to express their views/have questions with regard to the financial statements or any other matter to be placed at the AGM may send their questions in advance, mentioning their name, demat account number/folio number, e-mail ID, mobile number at companysecretary@electrosteel.com by Sunday, 11 September, 2022. The same will be replied by the Company, suitably.
• 1. Only those shareholders who have registered themselves as a speaker, as aforesaid, and who are a member of the Company, as on the cut-off date, i.e., Friday, 9 September, 2022, will be allowed to express their views/ask questions during the Meeting.
• 1. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.
• 1. The Company reserves the right to restrict the number of questions and number of speakers, depending upon availability of appropriate time for the AGM.
• 1. Members who need assistance before or during the AGM, can contact Ms. Pallavi Mhatre, Manager, NSDL at evoting@nsdl.co.in or call 1800 1020 990 / 1800 224 430.
  • VIII. The voting rights of Members shall be in proportion to their shares in the Paid-up Equity Share Capital of the Company, as on the cut-off date being 9 September, 2022.
  • IX. Any person, who acquires shares of the Company and becomes Member of the Company after despatch of the Notice and holds shares as on the cut-off date, i.e., 9 September, 2022, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or companysecretary@electrosteel.com.
  • X. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. A person who is not a Member as on the cutoff date should treat this Notice for information purpose only.
  • XI. Ms. Rashmi Bihani (Membership No.: FCA 064298) of M/s. Bihani Rashmi & Co., Chartered Accountants, has been appointed as the Scrutinizer to scrutinize the remote e-voting process and e-voting at the AGM, in a fair and transparent manner.

• XII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting by use of e-voting for all those Members who are present during the AGM but have not cast their votes by availing the remote e-voting facility.

• XIII. The Scrutinizer shall after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting and e-voting at the AGM, in the presence of at least two witnesses not in the employment of the Company, and shall make, not later than two working days or three days, whichever is earlier, of the conclusion of the AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the Result of the voting forthwith.

• XIV. The Results declared, along with the Report of the Scrutinizer, shall be placed on the website of the Company, www.electrosteel.com, Notice Board(s) of the Company at its Registered Office as well as Corporate Office and on the website of NSDL immediately after the declaration of Result by the Chairman or a person authorised by him in writing. The Results shall also be immediately forwarded to BSE Limited and National Stock Exchange of India Limited.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No. 6

This explanatory statement is provided though strictly not required as per Section 102 of the Act.

The Members of the Company at the 62nd Annual General Meeting ("AGM") held on 15 September, 2017 approved the appointment of M/s. Singhi & Co., Chartered Accountants (Firm Registration Number 302049E) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the said AGM. Accordingly, M/s. Singhi & Co. will complete their present term on conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act ("Act") read with the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors has, on the recommendation of the Audit Committee, at its meeting held on 10 May, 2022, proposed the appointment of M/s. Lodha & Co., Statutory Auditors of the Company, to hold office from the conclusion of 67th AGM till the conclusion of 72nd AGM of the Company on such remuneration plus applicable taxes, re-imbursement of out-of-pocket expenses, etc., as may be mutually agreed upon by the Board of Directors of the Company and the Auditors.

The Board of Directors has also approved a remuneration of Rs 20.00 lacs per annum besides out of pocket expenses to be reimbursed at actuals, to audit the Annual Accounts of the Company for the Financial Year ending 31 March, 2023 exclusive of applicable taxes subject to their appointment by the Members. The remuneration to be paid to the Statutory Auditors for the remaining period of their term would be decided in line with the existing remuneration and shall be commensurate with the services to be rendered by them during the said tenure. The Board of Directors, in consulatation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.

The Audit Committee has taken into account the experience and expertise of the Auditors and recommended them to the Board for appointment. M/s Lodha & Co, a firm of Chartered Accountants having its Head Office at 14, Government Place East Kolkata 700069 was founded in 1941. It has branches in Mumbai, Delhi, Hyderabad, Chennai and Jaipur. The firm has 16 Partners and a dedicated team of more than 77 Professionals. The Staff strength of the firm, other than Professional Staff, is around 230 personnel. The firm is currently providing Assurance, Taxation, Accounting and Advisory Services. It has experience of working with several Multinational Companies, listed entities and companies with Multi-products and Services. It is empaneled with the Comptroller and Auditor General of India and Reserve Bank of India and is currently eligible to carry out the Statutory Audit of Maharatna and large Public Sector Banks. Further, the firm is registered with Public Company Accounting Oversight Board (PCAOB) and therefore eligible to conduct the audit of Indian subsidiaries / associates of companies listed in USA. The firm having more than 80 years of professional experience, has presence in major Business Groups, Banks and various non-Government and Government organisations in India.

M/s. Lodha & Co have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI. M/s. Lodha & Co. has furnished their consent and has stated that their appointment, if made, shall be in accordance with Section 139 read with Section 141 of the Act.

The Board recommends the Resolution as set out at Item No. 6 for approval of the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise (save and except to the extent of their shareholding in the Company, if any), in the Resolution as set out at Item No. 6 of the Notice.

Item No. 7

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. S G & Associates, Cost Accountants in Practice (Firm Registration No.: 000138) and M/s. Narasimha Murthy & Co., Cost Accountants (Firm Registration No.: 000042) as the joint Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending 31 March, 2023, at a remuneration of Rs. 1,20,000/- (Rupees One Lakh Twenty Thousand Only) and 1,80,000/- (Rupees One Lakh Eighty Thousand Only) respectively per annum plus applicable taxes payable and reimbursement of out of pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013, read together with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditors shall be recommended by the Audit Committee and considered and approved by the Board of Directors and ratified subsequently by the Shareholders. Accordingly, the consent of the Members is hereby sought for passing an Ordinary Resolution, as set out at Item No. 7 of the Notice, for ratification of the remuneration payable to the joint Cost Auditors for the Financial Year ending 31 March, 2023.

The Board recommends the Resolution as set out at Item No. 7 of the Notice for approval of the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise (save and except to the extent of their shareholding in the Company, if any), in the Resolution as set out at Item No. 7 of the Notice.

By Order of the Board of Directors For Electrosteel Castings Limited

10 May, 2022 Indranil Mitra Kolkata Company Secretary

The relevant details of Directors seeking appointment/re-appointment as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standard on General Meetings (SS-2) are given below:

	I.
Sl.	Particulars	Mr. Uddhav Kejriwal	Mr. Sunil Katial
No.		(DIN: 00066077)	(DIN: 07180348)
1.	Date of Birth (Age)	10 August, 1978 (43 Years)	31 October, 1956 (65 Years)
2.	Date of first appointment onthe Board	16 June, 2003	1 April, 2020
3.	Brief Resume includingqualification	Mr. Uddhav Kejriwal is a commercegraduatefromCalcuttaUniversity.After joining in 2003, he has made amajor contribution for the creation ofthe Company's Haldia facility having2.95 Lakhs TPA coke making capacity,60,000 MT Sponge Iron capacity and12 MW Power Plant. He oversees allfinancial affairs and commercial issuespertaining to the business of theCompany.	Mr. Sunil Katial is B Tech (ElectricalEngineering),1stClassfromPunjabEngineeringCollege,Chandigarh. He had started hiscareer in an Electrical SwitchgearCompanyinMay,1977.Thereafter,hejoinedSteelAuthorityofIndia,whereheserved for more than 26 years.From there, Mr. Katial entered theprivate sector and rose to the levelof CEO of a 1.3-million-ton SteelPlant in Nigeria. Thereafter, Mr.Katial took charge as the President(Operations) Global Steel HoldingLtd with Libyan Steel, Libya. Next,he worked with the Uttam Group,where he became the Director(Group Manufacturing). Thereafter,Mr. Katial was CEO of ElectrosteelSteels Limited from July 2016 toOctober 2018.
4.	Experience (including nature ofexpertise in specific functionalarea)	He has expertise in matters relating tothe financial affairs and commercialissues pertaining to the business of theCompany.	Mr. KatiaI has an experience ofover 41 years in many areasrelatedtoSteelandPowerIndustry. He has been serving asthe Chief Executive Officer of theCompany witheffect from29January, 2019.
5	Skills and capabilities requiredfor the role as an IndependentDirector	Not applicable	Not applicable
6.	Terms and conditions ofappointment / re-appointment	In terms of Section 152(6) of theCompanies Act, 2013, Mr. Kejriwal whowas re-appointed as a Whole-timeDirectoroftheCompanyattheExtraordinary General Meeting held on11 August, 2018 is liable to retire byrotation at the Meeting.	In terms of Section 152(6) of theCompanies Act, 2013, Mr. Katialwho was re-appointed as a Wholetime Director of the Company atthe 65th Annual General Meetingheld on 15 September, 2020 isliable to retire by rotation at theMeeting.

7.	Details of remuneration soughtto be paid	Remuneration to be paid as approvedby the shareholders at the 66th AnnualGeneral Meeting held on 3 September,2021.	Remunerationtobepaidasapproved by the shareholders atthe 65th Annual General Meetingheld on 15 September, 2020.
8.	Remuneration last drawn	AsmentionedintheCorporateGovernance Report forming part ofAnnual Report 2021-22.	As mentioned in the CorporateGovernance Report forming partof Annual Report 2021-22.
9.	Number of meetings of theBoard attended during theFinancial Year (2021-22)	5	5
10.	Relationship with otherDirectors / Key ManagerialPersonnel	Mr. Kejriwal is the son of Mr. MayankKejriwal, Joint Managing Director andbrother of Mrs. Priya Manjari Todi,Whole-time Director. Apart from this,Mr. Kejriwal is not related to any otherDirector/ Key Managerial Personnel ofthe Company.	Mr. Katial is not related to anyDirector/Key Managerial Personnelof the Company.
11.	Directorship of other Boards	-Sri Gopal Investments VenturesLimited-Murari Investment & Trading CoLtd-Indian Chamber of CommerceCalcutta-G. K. & Sons Pvt Ltd-Greenchip Trexim Pvt Ltd-Tulsi Highrise Pvt Ltd-Bose Estates Private Limited-Dreamlight Plaza Private Limited-Ellenbarrie Chemical Allied Pvt Ltd	NIL
12.	Membership/Chairmanship ofCommittees of other Boards	NIL	NIL
13.	Listed entities from which theperson has ceased to beDirector during the past threeyears	NIL	NIL
14.	Number of shares held in theCompany	He holds 32,39,540 Equity Shares ofRe. 1/- each for himself. He does nothold any Equity Shares in the Companyon a beneficial basis for any otherpersons	NIL

By Order of the Board of Directors For Electrosteel Castings Limited

10 May, 2022 Indranil Mitra Kolkata Company Secretary