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Olectra Greentech Ltd.

BSE: 532439 Sector: Auto
NSE: OLECTRA ISIN Code: INE260D01016
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OPEN 607.20
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VOLUME 15144
52-Week high 940.45
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P/E 133.63
Mkt Cap.(Rs cr) 4,990
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 607.20
CLOSE 615.70
VOLUME 15144
52-Week high 940.45
52-Week low 208.15
P/E 133.63
Mkt Cap.(Rs cr) 4,990
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Olectra Greentech Ltd. (OLECTRA) - Director Report

Company director report

To The Members

Your Directors are pleased to present the 21st Annual Report and the auditedfinancial statements of your Company for the year ended on 31st March 2021.

FINANCIAL PERFORMANCE:

The financial highlights of the Company for the year ended on 31st March 2021 aresummarized as below:

Standalone Consolidated
Particulars 2020-21 2019-20 2020-21 2019-20
Gross Sales 27722.20 39553.01 28137.61 20052.04
Net Sales 27722.20 39553.01 28137.61 20052.04
Other Income 1143.25 2638.72 1148.06 2436.26
Total Income 28865.45 42191.73 29285.67 22488.30
Total Expenditure 25634.53 38643.57 26119.85 19548.16
Operating Profit (PBIDT) 3230.92 3548.16 3165.82 2940.14
Interest 742.63 1379.41 750.23 1394.00
Depreciation and amortization 889.42 883.46 1332.12 1752.19
Share of profit/(loss) of Associates - - 3.89 -
Profit before exceptional Items and Tax 1598.87 1285.29 1083.47 (206.05)
Exceptional Items NIL 50.00 NIL 1940.12
Profit before Tax 1598.87 1335.29 1087.36 1734.07
Provision for taxation
Current 188.85 163.37 188.85 163.37
Deferred 189.29 101.68 91.09 217.69
Extra-Ordinary Items NIL NIL NIL NIL
Net Profit after tax 1220.73 1070.24 807.42 1353.01
Other Comprehensive Income
Re-measurement gains/(losses) on defined benefit plan 9.19 (20.77) 9.19 (20.77)
Income-tax effect (2.68) 5.78 (2.68) 5.78
Other comprehensive income for the year net of tax 6.51 (14.99) 6.51 (14.99)
Total comprehensive income for the Year 1227.24 1055.25 813.93 1338.02
Total comprehensive income attributable to non-controlling interest - - (0.09) 0.06
Total comprehensive income attribut- able to parent - - 814.02 1337.96
Surplus brought forward from previous year (57.48) (1112.73) 1.20 (1336.76)
Less : Depreciation adjustment NIL NIL NIL NIL
Balance available for appropriation 1169.76 (57.48) 815.22 1.20
Proposed Dividend on Equity NIL NIL NIL NIL
Shares
Provision for Dividend Tax NIL NIL NIL NIL
Transfer to General Reserves NIL NIL NIL NIL
Others NIL NIL NIL NIL
Surplus carried forward to Balance 1169.76 (57.48) 815.22 1.20
Sheet
Equity Share Capital (82080737 3283.23 3283.23 3283.23 3283.23
Shares of Rs 4/- each)
E.P.S (After Prior Period Items) 1.49 1.30 0.98 1.65
(Rupees)
Net Worth 74426.50 73199.26 74071.97 73257.95
Book Value in rupees (face value of 90.67 89.18 90.24 89.25
Rs. 4/- each)

GENERAL REVIEW OF OPERATIONS Sales

During the Financial year 2020-21 the

Company has recorded sale of 88 Electric Buses against the sale of 155 Electric Busesin the

Financial Year 2019-20 declined mainly due to outburst of COVID-19 which severelyimpacted the public transport in India. The Company has been awarded with orders for 550Electric Buses in the Financial Year 2020-21

FINANCE: Standalone:

The Company has registered a decline of 29.91% in the net sales to Rs. 27722.20 lakhsin FY 2020-21 as compared to Rs 39553.01 lakhs in FY 2019-20. This was due to COVID-19restrictions on public transportation in India. The Company's net profit was Rs 1220.73lakhs for the FY 2020-21 as compared to net profit of

1070.24 lakhs for FY 2019-20

Consolidated:

The Consolidated Revenue from Operations during FY 2020-21 was Rs.28137.61 lakhs ascompared to Rs.20052.04 lakhs in previous FY 2019-20 registering an increase of 40.32%over the previous year.

On a consolidated basis the Net Profit was Rs.807.42 lakhs for FY 2020-21 as comparedto net profit of Rs.1353.01 lakhs for FY 2019-20.

CONTRIBUTION TOWARDS ENVIRONMENT SAFEGUARD:

Your Directors are pleased to inform you that through the Electric VehiclesOperations the Company reduced more than 6200 tonnes approx. CO2 in tailpipe emissionduring the year (and 35000 tonnes approx. till date) under review and this way Companyhas contributed a major part to safeguard environment by reducing air pollution.

TRANSFER TO GENERAL RESERVES

No amount has been transferred during the year.

DIVIDEND

Considering the future growth of the Company in Electric Vehicle segment no dividendis recommended for the Financial Year 2020-2021.

CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2020-21 there is no change in the nature of the business ofthe

Company.

ACCOUNTING TREATMENT

There is no change in accounting treatment in the year under review as compared toprevious

Financial Year.

CHANGES DURING THE FINANCIAL YEAR A. Changes in Capital Structure

The authorized share capital of the Company now stands at Rs.600000000/- (RupeesSixty Crores Only) divided into 150000000 (Fifteen Crores only) Equity shares of Rs. 4/- each.

The paid up equity share capital of the Company as on 31st March 2021 is asfollows :

Paid Up Equity Share
Capital as on 31st March
2021(82080737 3283.23
Equity share of face value
of Rs. 4 /-)

The Company had issued & allotted 9100000 warrants to MEIL Holding Limited (MHL)on 10th October 2018 and an amount equivalent to 25% of the consideration has beenreceived at the time of allotment of warrants and balance 75% of such consideration was tobe paid before the allotment of the equity shares upon exercise of option against warrantswithin a period of 18 months from the date of issue of warrants. As MHL has not exercisedthe said option and not paid the 75% balance consideration within the period of 18 monthsfrom the date of issue of warrants the amount already paid by MHL (25%) has beenforfeited on 10th April 2020 and the said 9100000 warrants has beencancelled.

B. Board of Directors and/or Key Managerial Personnel i) In accordance withprovisions of Section 152 of the Companies Act 2013 Mr. Chilappagari Laxmi Rajam (DIN:00029156) Director (Non-Executive and Non-Independent) retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends the reappointment of Mr. Chilappagari Laxmi Rajam (DIN: 00029156) for theconsideration of the members of the Company. ii) Mr. N.K. Rawal (DIN: 01630545) Managing

Director of the Company resigned from the position of Managing Director as well asDirector of the Company and the Board of Directors of the Company in their Meeting held on14th August 2020 accepted the said resignation w.e.f.18th August2020. iii) Mr. B. Sharat Chandra Chief Financial Officer of the Company was also beenappointed as Chief Executive Officer of the

Company in the Board meeting held on 14th

August 2020 w.e.f 15th August 2020. iv) Mr. N. Naga Satyam (DIN 02600472) resignedfrom the position of Wholetime

Director as well as Director of the Company and the Board of Directors of the Companyin their Meeting held on 31st October 2020 accepted the said resignationw.e.f.31st

October 2020. v) Mr. Peketi Rajesh Reddy has been appointed as an Additional Director(Non-Executive and Non Independent Category) of the Company on 31st October2020 to hold office upto the date of ensuing Annual

General Meeting.

The Board of Directors recommended his candidature to regularize as Director (NonExecutive and Non Independent Category) of the Company. vi) Mr. B. Sharat Chandra ChiefExecutive Officer & Chief Financial Officer of the

Company tendered his resignation from the position of Chief Executive Officer of theCompany on 8th January 2021 which was accepted by the Board of Directors intheir meeting held on 9th January 2021 while he continues to be in theposition of Chief

Financial Officer of the Company. vii) Dr. P.V. Ramesh was appointed as an AdditionalDirector & Managing Director of the Company in the meeting of Board of Directors heldon 09th January 2021. viii) Mrs. Chintalapudi Laksmi Kumari was appointed asan Additional Director &

Independent Director of the Company in the meeting of Board of Directors held on 09th

January 2021. ix) Dr. P.V.Ramesh resigned from the position of Managing Director &Director of the

Company and the Board of Directors of the Company in their Meeting held on 12th May2021 accepted the said resignation w.e.f. closing hours of 12th May 2021. x)Mr. K.V. Pradeep has been appointed as Managing Director of the Company in the Meeting ofBoard of Directors held on 29th July 2021 subject to the approval of membersby special resolution in the ensuing Annual General Meeting. Brief profiles of Directorsbeing appointed / reappointed at the forthcoming twenty first

Annual General Meeting have been given in the

Notice.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel as on 31st March 2021 and29th July 2021 as on 31st March 2021

Dr. P.V. Ramesh Managing Director

Mr. B. Sharat Chandra Chief Financial

Officer

Mr. P. Hanuman Prasad Company

Secretary as on 29th July 2021

Mr. K.V. Pradeep Managing Director

Mr. B. Sharat Chandra Chief Financial

Officer

Mr. P. Hanuman Prasad Company

Secretary

ANNUAL EVALUATION OF PERFORMANCE OF BOARD COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 and SEBI (LODR) Regulations 2015 with specific focus on theperformance and effective functioning of the Board and Individual

Directors.

A separate meeting of Independent Directors was held on 30th March 2021 toreview the performance of the Non-Independent

Directors and the Board as a whole review the performance of Chairperson of theCompany and assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report annexed herewith.

MEETINGS

During the year under review Seven (7) Board Meetings Five (5) Audit Committee Five(5) Nomination and Remuneration Committee & Four (4) Stakeholders RelationshipCommittee

Meetings were held.

The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

CHANGE IN REGISTERED OFFICE;

For administrative convenience the Company has shifted its registered office fromCentre

Point Building 4th Floor Plot # 359 to 363/41 US Consulate Lane BegumpetSecunderabad Telangana-500016 to S-22 3rd Floor Technocrat Industrial EstateBalanagar Hyderabad Telangana- 500037 w.e.f 01.07.2020

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of training and familiarization programs for Independent Directors arereported in the corporate governance report and on the website of the Company athttps://olectra.com/ other-disclosures/

BOARD DIVERSITY

The Policy on Board diversity of the Company devised by the Nomination and RemunerationCommittee and approved by the Board is available on the website of the Company athttps://olectra.com/policies/

DIRECTORS' RESPONSIBILITY STATEMENT

(a) Pursuant to the requirement of Section 134(5) of The Companies Act 2013 theDirectors to the best of their knowledge and belief state that:

In the preparation of Annual Accounts for the Financial Year ended 31stMarch 2021 the applicable accounting standards have been followed and that there are nomaterial departures; (b) Such accounting policies have been selected and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the

Company at the end of the Financial Year ended 31st March 2021 and of theprofit of the Company for that period; (c) Proper and sufficient care was taken for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts For the FY ended 31st March 2021 have been prepared on a goingconcern basis; (e) Internal financial controls have been laid down to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and (f) Proper systems have been devised by the

Company to ensure compliance with the provisions of applicable laws and such systemswere adequate and are operating effectively.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES – THEIR PERFORMANCE

At the beginning of the financial year Company has a subsidiary a Joint Venture and aAssociate Company namely TF Solar Private Limited SSISPL-OGL-BYD Consortium and EveyTrans (SMC) Private Limited respectively.

During the year under review the Company acquired 26% stake in the Evey Trans (SIL)Private

Limited on 13th June 2020.

After the FY 2020-2021 the Company acquired 51% stake in the Evey Trans (GTC) PrivateLimited on 12th April 2021.

The Company has adopted a Policy for determining Material Subsidiaries in line withRegulation 16 of the SEBI (LODR) Regulations. The Policy as approved by the Board isuploaded on the Company's website https:// olectra.com/policies/

The Financial Statements of Subsidiaries

Associates and Joint Venture as at 31st March 2021 have been consolidatedwith the Financial Statements of the Company. The Consolidated

Financial Statements of the Company for the year ended 31st March 2021forms part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 a Statement containing thesalient features of the Financial Statements of Subsidiaries

Associate Companies and Joint Ventures in Form AOC-1 appears in Annexure-1to this Annual

Report.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited Financial Statements in respect of

Subsidiaries are available on the website of the

Company www.olectra.com.

DEPOSITS

During the Financial Year your Company has neither accepted nor renewed any depositsfrom the public within the meaning of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an Internal Audit and Internal Control System commensurate with thesize scale and complexity of its operations. In order to maintain its objective andindependence the

Internal Auditors report to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalauditors process owners undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the

Audit Committee of the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act 2013 as on 31st March 2021the Company is having Corporate Social Responsibility Committee consisting of Mr. M.Gopalakrishna (Chairman) Mr. B. Appa Rao and Mr. K.V. Pradeep. The Corporate SocialResponsibility Committee periodically recommends the activities to be taken up under theCSR policy. The Corporate Social Responsibility Policy is hosted on the Company's websiteat https://olectra.com/policies/

Pursuant to the circular issued by MCA G.S.R. 40(E). on 22nd January 2021 the Companyadopted the new CSR policy on 30th March

2021

As per the CSR policy during the year 2020-21 the Company implemented CSR activitiesand the details of the same are given in Annexure-2 INSURANCE

All the Properties of the Company including its building plant & machinery andstocks have been adequately insured;

Your Company as good corporate practice has taken Directors & Officers Insurancepolicy for all the Directors of the Company including Independent Directors of theCompany.

RELATED PARTY DISCLOSURES

Related party transactions entered during the financial year under review and aredisclosed in Note 33 to the Financial Statements of the Company for the Financial Yearended 31st

March 2021. These transactions entered were at an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions with the Company's Promoters Directors Management or their relatives whichcould have had a potential conflict with the interests of the Company. Particulars ofcontracts or arrangements with related parties referred to in Section 188(1) of theCompanies Act 2013 in the prescribed Form AOC-2 is appended as Annexure-3to the Board's Report. The policy on Related Party Transactions as approved by the Boardwas uploaded on the Company's website at https://olectra.com/ policies/ Disclosures oftransactions of the listed entity with any person or entity belonging to the promoter/promoter group which holds 20% or more shareholding in the listed entity are disclosed inNote 33 to the Financial Statements of the Company for the Financial Year ended 31st

March 2021.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of 7 to Financial Statements.

AUDITORS AND AUDITORS REPORTS Statutory Auditor:

The members at the 17th Annual General

Meeting of the Company held on 28th September 2017 had appointed M/s. PCN& Associates Chartered Accountants {Firm Registration No.016016S} as StatutoryAuditors of the

Company to hold office till the conclusion of the 22nd Annual GeneralMeeting to be held in the year 2022.

Since M/s. PCN & Associates Chartered Accountants {Firm Registration No.016016S}have tendered their resignation vide their letter dated 23rd August 2021informing their inability to continue as the Statutory Auditors of the Company. The AuditCommittee and Board at their respective meetings accepted the resignation of StatutoryAuditors and placed on record their appreciation to PCN & Associates CharteredAccountants for their contribution to the Company with their audit processes and standardsof auditing.

The Board of Directors of the Company at their meeting held on 25th August2021 on the recommendation of the Audit Committee have recommended the appointment ofM/s. Sarath & Associates Chartered Accountants (Firm Registration No. 005120S) asstatutory auditors of the Company to the members at the ensuing 21st AnnualGeneral Meeting of the Company. Accordingly a resolution proposing appointment of M/s.Sarath & Associates as statutory auditors of the Company from the conclusion of 21stAnnual General Meeting till the conclusion of 22nd Annual General Meeting ofthe Company pursuant to Section 139 of the

Companies Act 2013 forms part of the Notice calling 21st Annual GeneralMeeting of the

Company.

Statutory Auditors' Report:

The Report of the Auditors for the year ended 31st March 2021 forming partof this Annual Report does not contain any qualification reservation observationadverse remark or disclaimer.

Reporting of frauds by auditors:

During the year under review none of the statutory auditors or secretarial auditors orcost auditors has reported to the Audit Committee or the Board under Section 143 (12) ofthe Act any instances of fraud committed against the Company by its officers oremployees the details of which would need to be mentioned in the Board's Report.

Cost Auditor:

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directorsbased on the recommendation of the Audit Committee has re-appointed M/s. EVS &Associates Cost Accountants as Cost Auditor of the Company for conducting the CostAudit for the financial year ended 31st March 2022 at a remuneration ofRs.200000 plus applicable taxes and reimbursement of out of pocket expenses. Theremuneration requires ratification by shareholders. Accordingly an appropriate resolutionhas been incorporated in the Notice convening the 21st Annual General Meeting for seekingmember's approval.

The Cost Accounts and Records of the Company are duly prepared and maintained asrequired under Section 148(1) of the Companies Act

2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules made there underthe Company had appointed M/s. VCSR & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the year ended 31st March2021. The Secretarial Audit Report issued in this regard is annexed as

Annexure-4 to this Report.

SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by theInstitute of

Company Secretaries of India.

Internal Auditors:

The Company has re-appointed M/s. VDNR

& ASSOCIATES Chartered Accountants Hyderabad as Internal Auditors of the Companyfor conducting the internal audit (for both Insulator and E-BUS Segments) for the period01st April 2021 to 31st March 2022 on recommendation by the audit committee.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the Annual Return for FY 2020-21 is given in Annexure-5 in theprescribed Form No. MGT- 9 which is a part of this report. The copy of the Annual Returnis available on Company's website https://olectra.com/annual-reports/

LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE Limited and National Stock Exchange of (India)Limited. We are pleased to share that your Company is one of the top 1000 Listed entitiesand holds the position of 596 as per the Market Capitalization as on 31stMarch 2021. (Source: https://www. nseindia.com/regulations/listing-compliance/nse-market-capitalisation-all-companies)

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per the requirements of Regulation 34(3) and Schedule V of SEBI (Listing Obligationsand Disclosure Requirement) Regulations 2015 the Corporate Governance and ManagementDiscussion & Analysis Reports forms part of this report as Annexure-6 andAnnexure-7 PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act the Reports and Accounts arebeing sent required under Rule 5(2) and (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. Any shareholder interested in obtaining the same maywrite to the Company Secretary at the Registered Office of the Company. The saidinformation is available for inspection by the Members at the Registered Office of theCompany on any working day of the Company up to the date of the 21st Annual

General Meeting.

The statement containing information as required under the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure-8 and forms part ofthis Report.

MATERIALCHANGESANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT.

i) Company has acquired 51% stake in the Evey Trans (GTC) Private Limited on 12thApril 2021.

ii) The Company divested its entire stake in TF

Solarpower Private Limited a wholly owned non operational subsidiary of the Company on27th July 2021.

OTHER MATERIAL CHANGES: i) Dr. P.V. Ramesh resigned from the position of ManagingDirector & Director of the Company and relived w.e.f.12th May 2021. ii) Mr. K.V.Pradeep has been appointed as

Managing Director w.e.f. 29th July 2021 subject to the approval of membersby special resolution in the ensuing Annual

General Meeting.

Other than stated above there are no material changes and commitments affecting thefinancial position of the Company from the Financial Year ended 31st March2021 to the date of signing of the Director's Report.

CODE OF CONDUCT

The Company believes in “Zero Tolerance” against bribery corruption andunethical dealings/behaviours of any form and the Board has laid down the directives tocounter such acts. The Code laid down by the Board is known as “Code of Ethics &Business Conduct” which forms an Appendix to the Code. The Code has been hosted onthe Company's website at https:// olectra.com/code-of-ethics/ Further all the IndependentDirectors and senior management confirmed the compliance of code of conduct and adeclaration has been issued by the Managing Director of the Company stating that thedirectors and senior management of the Company are in compliance with the code of conductforms part of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

In accordance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 Company has the following polices and hosted on the website ofthe

Company:

i) Code of Internal Procedures and Conduct for Regulating Monitoring and Reporting ofTrading By Insiders;

For fair disclosure of events and occurrences that could impact price discovery in themarket for its securities.

ii) Code of Practices & Procedures for Fair Disclosure of Unpublished PriceSensitive Information;

To regulate monitor and report trading by its designated persons and immediaterelatives of designated persons

The Board is responsible for implementation of the Code. All the Directors and thedesignated employees of the Company have confirmed the compliance with the Code.

REMUNERATION POLICY

The Board of Directors on recommendation of the Nomination & RemunerationCommittee (NRC) framed a Nomination and Remuneration Policy for Directors' appointmentand remuneration. The salient features of the said policy includes the criteria fordetermining qualifications positive attributes and independence of a director in additionto recommending the remuneration for the Directors Key Managerial Personnel and otheremployees.

The said Policy is available on the Company's website at https://olectra.com/policies/

RISK MANAGEMENT POLICY

In pursuant to the provisions of the Section 134 (3)(n) of The Companies Act 2013 theCompany has formulated Risk Management Policy to mitigate and manage the Risk Includingidentification therein of elements of risk if any which in the opinion of the Board maythreaten the existence of the Company.

The policy on Risk Management is available on the website of the Companyhttps://olectra. com/policies/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors on recommendation of the Audit Committee established a vigilmechanism for Directors and Employees and accordingly adopted the “Whistle BlowerPolicy” pursuant to the provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 to facilitate Directors and

Employees to report genuine concerns or grievances about unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct or ethics policy and toprovide adequate safeguards against victimization of persons who use such mechanism and toprovide for direct access to the Chairperson of the Audit

Committee in appropriate or exceptional cases. The said policy can be accessed onwebsite of the Company at the link https://olectra.com/ policies/

SEXUAL HARASSMENT POLICY

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the Financial Year ended 31st March 2021 the Company has notreceived any Complaints pertaining to Sexual Harassment. The Company has complied withprovisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

Further the Company has already registered the details of Internal Complaint Committeewith Women Development and Child Welfare Department Government of Telangana India at theportal “http://tshebox.tgwdcw.in” launched by them in this regard.

OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)REGULATIONS 2015

The Company has also formulated and adopted the following policies as required underSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015:

Archival Policy

Determination of Materiality of Events

Preservation of Documents Policy All policies are available on our website athttps://olectra.com/policies/

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information on conservation of energy technology absorption foreign exchange earningsand outgo as required under Sec 134 (3) (m) of The Companies Act 2013 read with Rule 8 ofThe Companies (Account) Rules 2014 are mentioned in Annexure-9 to this Report.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34 of the SEBI (LODR) Regulations2015 detailing various initiatives taken by the Company on the environmental social andgovernance front forms are mentioned in Annexure-10 to this Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149

All Independent Directors have furnished to the Company the requisite declarations thatthey meet the relevant independence criteria as laid down in Section 149(6) of TheCompanies Act 2013 as well as the Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no orders passed by the Regulators or Courts or Tribunal impacting theCompany's going concern status and/or its future operations.

ACKNOWLEDGEMENTS

The Board of Directors thank the Company's customers suppliers dealers banksfinancial institutions Government and Regulatory authorities and consultants for theircontinued support. The Directors express their sincere gratitude to the shareholders andalso wish to place on record their appreciation for the committed services rendered by allthe employees of the Company.

For and on behalf of the Board
Sd/- Sd/-
K.V. Pradeep B. Appa Rao
Managing Director Independent Director
DIN: 02331853 DIN: 00004309

Place: Hyderabad Date: 25th August 2021

.