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Olectra Greentech Ltd.

BSE: 532439 Sector: Telecom
NSE: OLECTRA ISIN Code: INE260D01016
BSE 00:00 | 18 Oct 184.85 -1.40
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NSE 00:00 | 18 Oct 185.10 -1.00
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HIGH

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OPEN 186.70
PREVIOUS CLOSE 186.25
VOLUME 4076
52-Week high 276.00
52-Week low 148.65
P/E
Mkt Cap.(Rs cr) 1,517
Buy Price 184.85
Buy Qty 248.00
Sell Price 197.00
Sell Qty 150.00
OPEN 186.70
CLOSE 186.25
VOLUME 4076
52-Week high 276.00
52-Week low 148.65
P/E
Mkt Cap.(Rs cr) 1,517
Buy Price 184.85
Buy Qty 248.00
Sell Price 197.00
Sell Qty 150.00

Olectra Greentech Ltd. (OLECTRA) - Director Report

Company director report

To

The Shareholders

Your Directors are pleased to present the 18th Annual Report and the audited financialstatements of your Company for the year ended on March 31 2018.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended on March 31 2018 issummarized as below: (Rs. in lakhs)

Standalone Consolidated
Particulars 2017-18 2016-17 2017-18 2016-17
Gross Sales 16421.53 11406.64 16421.53 11406.64
Net Sales 16148.75 10488.45 16148.75 10488.45
Other Income 733.74 120.37 733.74 120.37
Total Income 16882.49 10608.82 16882.49 10608.82
Total Expenditure 14758.09 8477.13 14758.09 8477.13
Operating Profit (PBIDT) 2124.40 2131.69 2124.40 2131.69
Interest 612.87 572.61 612.87 572.61
Depreciation and Write Offs 322.23 246.31 322.23 246.31
Profit before Tax 1189.30 1312.77 1189.30 1312.77
Provision for taxation
Current 81.47 460.39 81.47 460.39
Deferred 218.56 10.44 218.56 10.44
Net Profit after tax 889.27 841.94 889.27 841.94
Other comprehensive income
Re-measurement gains/(losses) on defined benefit plan (73.85) (11.17) (73.85) (11.17)
Income-tax effect 20.55 3.73 20.55 3.73
Other comprehensive income for the year net of tax (53.30) (7.44) (53.30) (7.44)
Total comprehensive income for the year 835.97 834.50 835.97 834.50
Surplus brought forward from previous year (571.11) (1405.61) (571.25) (1405.75)
Less : Depreciation adjustment - - - -
Balance available for appropriation 264.86 (571.11) 264.72 (571.25)
• Proposed Dividend on Equity Shares - - - -
• Provision for Dividend Tax - - - -
• Transfer to General Reserves - - - -
• Others - - - -
Surplus carried forward to Balance Sheet 264.86 (571.11) 264.72 (571.25)
Equity Share Capital
(50180737 (March 31 2017: 36080737) equity shares of Rs.4/- each fully paid-up) 2007.23 1443.23 2007.23 1443.23
E.P.S (without OCI) (Rupees) 2.07 2.33 2.07 2.33
Net Worth 19835.09 6623.57 19834.96 6623.44
Book Value in rupees (face Value of Rs. 4/- each) 39.53 18.36 39.53 18.36

GENERAL REVIEW OF OPERATIONS

During the year under review your Company has achieved a gross turnover of Rs.16421.53 lakhs as against Rs.11406.64 lakhs for the previous financial year. The NetProfit for the year ended 31st March 2018 was Rs. 889.27 Lakhs as against Rs. 841.94Lakhs for the year ended 31st March 2017.

The Company has started commercial production and delivery of electric buses during thefinancial year.

DIVIDEND

No dividend is recommended for the financial year 2017-18 to conserve funds to meetbusiness expansion and development plans of the Company.

TRANSFER TO GENERAL RESERVES

No amount has been transferred to Reserves during the year.

CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital of the Company now stands at Rs.600000000/- (RupeesSixty Crores Only) divided into 150000000 (Fifteen Crores Only) Equity Shares ofRs.4/- each.

The Paid Up Equity Share Capital of the Company as on March 31 2018 is as follows:

Particulars Rs.
Paid Up Equity Share Capital as on 31.03.2017 144322948
Add: Issued and allotted during the year under Preferential Allotment 56400000
Total 200722948

During the year under review 14100000 equity shares were issued and allotted underpreferential basis to non-promoters at a price of Rs.80.10/- each including premium ofRs. 76.10/- each. In addition the Company issued on preferential basis to thePromoter Group 5400000 Convertible warrants of Rs.4/- each at a premium of Rs.76.10/-per warrant amounting to Rs.432540000/- and 25% consideration of Rs. 108135000/- wasreceived up to March 31 2018.

ADOPTION OF INDIAN ACCOUNTING STANDARDS

The Company adopted the Indian Accounting Standards (“IndAS”) notified underthe Companies (Indian Accounting Standards) Rules 2015 from April 1 2017 for thepreparation and presentation of the financial statements.

Consequently the Financial Statements of the previous year have had to be restated toconform to the provisions of IndAS. The corresponding reconciliation and description ofthe effects of this transition from the provisions of the Companies (Accounting Standards)Rules 2005 has been provided under Note 42 to the Standalone Financial Statements andNote 41 to the Consolidated Financial Statements.

REGISTERED OFFICE

The Registered Office of the Company for administrative convenience was shifted toCentre Point Building 4th Floor Plot No: 359 to 363/401 US Consulate Lane BegumpetSecunderabad 500 016 effective from December 15 2017.

NAME CHANGE

The name of the Company was changed to Olectra Greentech Limited effective July 62018. The change was as a part of corporate rebranding and to reflect the current focusand business activities of the Company.

CHANGES IN THE DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMP) DURING THE FINANCIAL YEAR

The following appointments were made during the year:

• Mr. N.K.Rawal - as Additional Director and Managing Director effective fromDecember 12 2017. The office of Managing Director was approved by Shareholders via PostalBallot conducted on June 30 2018. His office as Additional Director is till the date offorthcoming Annual General Meeting and hence his appointment as Director is put beforeyou for your approval. He is also designated as KMP.

• Justice Mrs.Gyan Sudha Misra (Retd.) - as Additional Director and IndependentDirector effective from May 23 2018. The office of Independent Director was approved byShareholders via Postal Ballot conducted on June 30 2018. Her office as AdditionalDirector is till the date of forthcoming Annual General Meeting and hence her appointmentas Director is put before you for your approval.

• Mr. N. Naga Satyam - as Additional Director and Executive Director effectivefrom May 23 2018. The office of Executive Director was approved by Shareholders viaPostal Ballot conducted on June 30 2018. His office as Additional Director is till thedate of forthcoming Annual General Meeting and hence his appointment as Director is putbefore you for your approval.

• Mr.B.Sharat Chandra - as Chief Financial Officer (CFO/KMP) effective fromDecember 12 2017. He is also designated as KMP.

Re-appointments:

As per the provisions of The Companies Act 2013 the Director who has been longest inoffice has to retire by rotation at the ensuing AGM and if eligible will be re-appointedby the members in the said General Meeting. Since the Board consists of additionaldirectors no director can be made liable to retire by rotation.

Resignations:

Mr. L.P.Sashikumar resigned as Managing Director and member of the Board effectiveDecember 12 2017.

Mrs.Mahita Caddell resigned as Director effective December 12 2017.

Mr. P.Syam Prasad resigned from the office of Chief Financial Officer effectiveDecember 12 2017.

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

Brief profiles of Directors being appointed / re- appointed at the forthcomingEighteenth Annual General Meeting have been given in the Notice.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel as on the Board's Report date:

• Mr.N.K.Rawal Managing Director (DIN 01630545)

• Mr.B.Sharat Chandra Chief Financial Officer

• Mr.P.Hanuman Prasad Company Secretary & Compliance Officer

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and as per the applicableregulations of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015the Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board had on the recommendation of the Nomination & Remuneration Committee(NRC) framed a policy for selection and appointment of Directors key managerialpersonnel and other employees and their remuneration.

The salient features of the Nomination and Remuneration Policy of the Company includesthe criteria for determining qualifications positive attributes and independence of adirector in addition to recommending the remuneration for the directors key managerialpersonnel and other employees.

The said Policy is available at www.olectra.com

MEETINGS

During the year under review Eleven (11) Board Meetings Five (5) Audit Committee& Four (4)

Stakeholders Relationship Committee Meetings One (1) Nomination and RemunerationCommittee Meeting and One (1) Independent Directors' Meeting were convened and held. Thedetails of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details on the familiarization programme for Independent Directors is reported inthe Corporate Governance Report.

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 atwww.olectra.com.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of The Companies Act 2013 the Directors to the best oftheir knowledge and belief state that:

a. in the preparation of the Annual Accounts applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied them consistently and suchjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial yearended 31st March 2018 and of the loss for that period;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and operating effectively; and

f. proper systems have been devised by the Company to ensure compliance with theprovisions of applicable laws and that such systems were adequate and operatingeffectively.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES – THEIR PERFORMANCE

As at 31st March 2018 T F Solarpower Private Limited (TFSPL) is the wholly ownedsubsidiary of the Company.

The Financial Statements of TFSPL as at 31st March 2018 have been consolidated withthe Financial Statements of the Company.

The Consolidated Financial Statements of the Company in respect of the year forms partof this Annual Report.

On transition of financial statements as per Indian Accounting Standards Ind AS 101allows an entity to treat fair value as deemed cost for investments held in subsidiariesassociates and joint ventures.

Accordingly the Company has elected to treat fair value as deemed cost for itsinvestments held in its subsidiary. The fair value of such investments was considered asNil with an adjustment of Rs. 60100000/- being recognised to the carrying valuereported under the Previous GAAP.

The only wholly-owned subsidiary company TFSPL has not started any businessoperations . No other company has become Associate or Joint Venture during the year underreview.

A Statement containing the salient features of the financial statements of Subsidiaries Associate Companies / Joint Ventures in Form AOC-1 appears in Annexure -1to this Annual Report.

DEPOSITS

The deposits covered under Chapter V of The Companies Act 2013 were neither acceptedduring the year nor remained unpaid or unclaimed as at the end of the financial year 2017-18. As such there has been no default in repayment of deposits or payment of interestthereon at the beginning or at the end of the year.

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 Audit Office reports 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)

The Company complies with the provisions of Section 135 of The Companies Act 2013relating to Corporate Social Responsibility.

The CSR Committee of the Board consists of Mr.M.Gopalakrishna (Chairman) B.Appa Raoand Mr.N.K.Rawal.

A Report on CSR activities as mandated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is given in Annexure-2 to this Report.

INSURANCE

All the properties of your company including its building plant & machinery andstocks have been adequately insured.

RELATED PARTY DISCLOSURES

There are no related party transactions made by the Company with Promoters DirectorsKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company at large.

The Company has no contracts (or) arrangements (or) transactions with related partiesthat are not at arm's length basis.

However there are a few non-material transactions with related parties that are atarm's length basis.

Consequently disclosures in Form AOC-2 pursuant to Rule 8(2) of The Companies(Accounts) Rules 2014 are not required. The policy on Related Party Transactions asapproved by the Board was uploaded on the Company's website: www.olectra.com. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Sec 186 ofThe Companies Act 2013 are given in Note 32 to Standalone Financial Statements and Note33 to Consolidated Financial Statements.

STATUTORY AUDITORS AND REPORT

In the Annual General Meeting held on September 28 2017 M/s. PCN & Associates{Formerly M/S. Chandra Babu Naidu & Co} Chartered Accountants {Firm RegistrationNo.016016S} was appointed as Statutory Auditors of the Company to hold office till theconclusion of the 22nd Annual General Meeting to be held in the year 2022.

The Report of the Auditors for the year ended 31st March 2018 forming part of thisAnnual Report does not contain any qualification reservation observation adverse remarkor disclaimer.

COST AUDITOR

Upon the recommendation of the Audit Committee M/s. EVS & Associates CostAccountants were appointed to audit the cost accounting records maintained by the Companyfor the financial year ended March 31st 2018 at a remuneration of Rs. 160000 plusapplicable taxes and reimbursement of out of pocket expenses. The remuneration requiresratification by shareholders and an appropriate Resolution has been incorporated in theNotice convening the 18th Annual General Meeting.

Cost Records are required to be maintained by the Company Under Section 148(1) of theCompanies Act 2013. Accordingly such accounts & records made and maintained.

SECRETARIAL AUDIT

M/s. Prathap Satla & Associates Practicing Company Secretaries were appointed bythe Board to conduct Secretarial audit for the Financial Year 2017-18. The SecretarialAudit Report appears under Annexure-3 to this Report. Management Reply: TheCompany had a Woman Director who resigned on 12.12.2017. In this regard the company waslooking for a suitable Woman Director (Independent Category) and appointed Justice Mrs.Gyan Sudha Misra on 23.05.2018. Total time taken for replacement of a Woman Director wasbeyond the stipulated statutory timelines of 3 months (or) next board meeting whichever islater.

SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India.

ANNUAL RETURN

In pursuant to the provisions of Sec 134(3)(a) of The Companies Act 2013 the extractof the Annual Return in Form MGT-9 is appended as Annexure-4 to the Board'sReport.

LISTING ON STOCK EXCHANGES

The Company's shares are listed on Bombay Stock Exchange (BSE) and National StockExchange of India (NSE). For more details on listing refer Corporate Governance Report.The Company duly pays the annual listing fees.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Regulation 34 read with Schedule V of Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 mandates Corporate Governanceand Management & Discussion Analysis Reports to be part of this Directors' Report. Thesame are attached as Annexure-5 and Annexure-6 respectively.

PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the first proviso to Section 136 of the Act the Reports and Accounts arebeing sent to the Shareholders excluding the information required under Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Anyshareholder interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company. The said information is available for inspection by theMembers at the Registered Office of the Company on any working day of the Company upto thedate of the 18th 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 ofManegerial Personnel) Rules 2014 is given in Annexure-7 and forms part ofthis Report.

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

The Company via Postal ballot conducted on June 30 2018 passed the followingresolutions inter-alia affecting the financial position of the Company:

Increase of Authorised Share Capital:

In the Postal Ballot held on June 30 2018 the Authorised Share Capital of the Companywas increased from Rs.246500000/- comprising of 61625000 Equity Shares of Rs.4/-each to Rs.600000000/- (Rupees Sixty Crores Only) comprising of 150000000 EquityShares of Rs.4/- each.

Right Equity Shares:

The Board of Directors in its meeting held on May 23 2018 recommended the issue ofEquity Shares on Rights basis. The consent of the members was accorded via postal balloton June 30 2018 to issue offer and allot such number of equity shares of Rs.4/- each forcash at a premium of Rs.96/- per share which in the aggregate shall not exceed Rs.560Crores on Rights basis in proportion of 1:1.

However in view of the volatile market conditions which may impact the successfulcompletion of the rights issue and receipt of targeted funds into the Company the Boardin its meeting held on August 10 2018 decided in favour of proceeding with thealternative means to raise the required funds through preferential issue and consequentlyhas withdrawn the rights issue proposal.

Preferential Issue and Open Offer:

Your Company has sought consent from its members in the Extra-Ordinary General Meetinggoing to be held on September 10 2018 for issue of 26500000 Equity Shares and9100000 Convertible Warrants at Rs.175.30/- per security to M/s. MEIL Holdings Limited(MEIL) having its Registered Office at S-2 TIE Balanagar Hyderabad 500 037. MEIL alsoentered into Share Purchase Agreement on August 10 2018 with the existing CorporatePromoter Trinity Infraventures Limited for purchasing of 10000000 (One Crore Only)Equity Shares.

On successful completion of the Preferential Issue conversion of all Warrants andaquisition of shares from Trinity Infraventures Limited MEIL holding will be 50.01% ofthe paid up equity share capital. This triggers Open Offer formalities under SEBI(Substantial Acquisition of Shares and Takeovers) Regulations 2011 and hence MEIL gavePublic Announcement on August 10 2018 to acquire 23706992 (26% of Emerging EquityShares of 91180737) fully paid up equity shares of your Company from PublicShareholders of the Company. All the Open Offer procedures and compliances are beingcarried on by the Company and the MEIL The result will be intimated to public in generalthrough paper publication and posted on the website of the Company and disseminatedthrough both the Stock Exchanges viz. BSE and NSE.

CODE OF CONDUCT

All the Independent Directors and senior management confirmed the compliance of code ofconduct. The Company believes in “Zero Tolerance” against bribery corruptionand unethical dealings / behaviours of any form and the Board has laid down the directivesto counter such acts. The Code laid down by the Board is known as “Code of BusinessConduct” which forms an Appendix to the Code. The Code has been posted on theCompany's website www. olectra.com

PREVENTION OF INSIDER TRADING:

In Pursuance of SEBI (Prohibition of Insider Trading) Regulations 2015 the Company hasframed and adopted the following policies for regulating monitoring and reporting oftrading by Insiders and uploaded in the website of the Company.

i) Code Of Internal Procedures And Conduct for Regulating Monitoring and Reporting oftrading by Insiders;

ii) Code Of Practices & Procedures for Fair disclosure of unpublished pricesensitive information;

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

RISK MANAGEMENT POLICY:

In pursuant to the provisions of the Section 134 (3)(n) of The Companies Act 2013 theCompany is implementing all measures 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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower Policy to deal with fraud unethical behaviour -actual or suspected fraud or violation of company Rs s code of conduct or ethics policy.The policy can be found on web site of the Company www. olectra.com. For more detailsrefer Corporate Governance Report.

OTHER POLICIES UNDER SEBI (LODR) REGULATIONS2015

The Company has 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 at www. olectra.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION 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-8 to thisReport.

GOING CONCERN STATUS

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an anti-sexual harassment policy in compliance with theprovisions of The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. The Company has complied with the provisions relating to theconsitution of Internal complaints committee. All employees are covered under this policy.No complaints were received during the year under review.

CERTIFICATES AND AWARDS

Certificates:

1. ISO 9001:2015 - In accordance with TUV NORD CERT procedures (For DesignDevelopment Manufacture Assembly Supply & After sales Service of Electric Vehicles)

2. ISO 14001:2015 - Issued by Indian Register Quality Systems (For Design DevelopmentManufacture and Supply of Composite Insulators nd Fiber Reinforced Plastic (FRP) Rods)

3. ISO 9001:2015 - Issued by Indian Register Quality Systems (For Design DevelopmentMarketing Manufacturing and Supply of Fiber Reinforced Plastic (FRP) Rods and CompositeInsulators)

1. Winner (Supplier-Insulator) (2017)

2. Appreciation (Support for critical targets Insulators Supply) (2017)

3. Runner-Up (Supplier-Insulator) (May 2018)

PERSONNEL

Personnel relations have remained very cordial during the period.

ACKNOWLEDGEMENTS

We thank our customers vendors investors bankers for their continued support duringthe year. We place on record our appreciation of the contribution made by our employees atall levels. Our consistent growth was made possible because of their hard worksolidarity cooperation and support.

Also we thank the Government of India including various Government Departments /Agencies for their support and we look forward to their continued support in future.

For and on behalf of the Board
Sd/- Sd/-
N.K.Rawal N.Naga Satyam
Managing Director Whole-time Director
DIN: 01630545 DIN: 02600472
Place: Secunderabad
Date: 10.08.2018