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Olectra Greentech Ltd.

BSE: 532439 Sector: Telecom
NSE: OLECTRA ISIN Code: INE260D01016
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OPEN 183.90
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VOLUME 69473
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OPEN 183.90
CLOSE 178.25
VOLUME 69473
52-Week high 233.00
52-Week low 53.00
P/E
Mkt Cap.(Rs cr) 1,421
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 20th Annual Reportand the audited financial statements of your Company for the year ended on 31stMarch 2020.

FINANCIAL PERFORMANCE:

The financial highlights of the Company for the year ended on 31stMarch 2020 are summarized as below:

Rs. (In Lakhs

Particulars

Standalone

Conso idated

2019-20 2018-19 2019-20 2018-19
Gross Sales 39553.01 29030.46 20052.04 17010.87
Net Sales 39553.01 29030.46 20052.04 17010.87
Other Income 2638.72 1512.96 2436.26 1491.10
Total Income 42191.73 30543.42 22488.30 18501.97
Total Expenditure 38643.57 30408.82 19548.16 18528.28
Operating Profit (PBIDT) 3548.16 134.60 2940.14 (26.31)
Interest 1379.41 1492.91 1394.00 1499.93
Depreciation and Write Offs 883.46 622.05 1752.19 677.91
Profit before exceptional Items and Tax 1285.29 (1980.36) (206.05) (2204.15)
Exceptional Items 50.00 NIL 1940.12 NIL
Profit before Tax 1335.29 (1980.36) 1734.07 (2204.15)
Provision for taxation
- Current 163.37 13.53 163.37 21.31
- Deferred 101.68 (636.38) 217.69 (644.05)
Extra-Ordinary Items NIL NIL NIL NIL
Net Profit after tax 1070.24 (1357.51) 1352.95 (1581.40)
Other Comprehensive Income
Re-measurement gains/(losses) on defined benefit plan (20.77) (27.96) (20.77) (27.96)
Income-tax effect 5.78 7.78 5.78 7.78
Other comprehensive income for the year net of tax (14.99) (20.18) (14.99) (20.18)
Total comprehensive income for the Year 1055.25 (1377.69) 1337.96 (1601.58)
Surplus brought forward from previous year (1112.73) 264.96 (1336.76) 264.82
Less : Depreciation adjustment NIL NIL NIL NIL

 

Particulars

Standalone

Conso idated

2019-20 2018-19 2019-20 2018-19
Balance available for appropriation (57.48) (1112.73) 1.20 (1336.76)
• Proposed Dividend on Equity Shares NIL NIL NIL NIL
• 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 Sheet (57.48) (1112.73) 1.20 (1336.76)
Equity Share Capital (82080737 Shares of Rs 4/- each) 3283.23 3175.23 3283.23 3175.23
E.P.S (After Prior Period Items) (Rupees) 1.30 (2.16) 1.65 (2.52)
Net Worth 73199.26 70521.99 73257.95 70297.97
Book Value in rupees (face value of Rs. 4/- each) 89.18 88.84 89.25 88.56

GENERAL REVIEW OF OPERATIONS

Sales

During the Financial Year 2019-2020 the Company has recorded sale of155 Electric Buses against the sale of 83 Electric buses in the Financial Year 2018-19 ata growth of 86.75% and Company has been awarded with orders for 775 Electric Buses againstorder for 160 Electric Buses in the Financial Year 2018-19 at a growth of 384.37%.

Covid - 19:

In the last month of FY 2020 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lock-downs of all economic activity.For the Company the focus immediately shifted to ensuring the health and well-being ofall employees and has paused the operations of the company in the entire period oflockdown. Although there are uncertainties due to the pandemic this has not had materialimpact on the operations of the Company during the Financial Year 2019-2020.

FINANCE:

Standalone:

The Company has registered a growth of 36.25% in net sales toRs.39553.01 lakhs in FY 201920 as compared to Rs.29030.46 lakhs in FY 2018-19. This wasdue to higher sales volumes in Electric Bus(E-bus) business. The company's net profit wasRs.1070.24 lakhs for FY 2019-20 as compared to net loss of Rs.(1357.51) lakhs for FY2018-19.

Consolidated:

The Consolidated Revenue from Operations during FY 2019-20 wasRs.20052.04 lakhs as compared to Rs.17010.87 lakhs in previous FY 2018-19 registering anincrease of 17.88% over the previous year.

On a consolidated basis the Net Profit was Rs.1353.01 lakhs for FY2019-20 as compared to net loss of Rs.1581.41 lakhs for FY 2018-19. During the year theCompany is performing its E-Bus operations for public transportation in 4 cities.

CONTRIBUTION TOWARDS ENVIRONMENT SAFEGUARD:

Your Directors are pleased to inform you that through the ElectricVehicles Operations the Company reduced more than 11500 tonnes CO2 in tailpipe emissionduring the year under review and this way Company has contributed a major part tosafeguard environment by reducing air pollution.

TRANSFER TO GENERAL RESERVES

No amount has been transferred to Reserves during the year.

DIVIDEND

Considering the future growth of the Company in Electric Vehiclesegment no dividend is recommended for the financial year 2019-20.

CHANGE IN THE NATURE OF BUSINESS

During the financial year 2019-20 there is no change in the nature ofthe business of the Company.

ACCOUNTING TREATMENT

There is no change in accounting treatment in the year under review ascompared to previous Financial Year.

CHANGES DURING THE FINANCIAL YEAR

A) Changes in Capital Structure

The authorised share capital of the Company now stands atRs.600000000/- (Rupees Sixty Crores Only) divided into 150000000 (Fifteen CroresOnly) Equity Shares of Rs.4/- each.

The paid up equity share capital of the Company as on 31stMarch 2020 is as follows:

Paid Up Equity Share Capital as on 31st March 2019 (79380737 Equity share of face value of Rs. 4 /-) 317522948
Add: Allotted 2700000 Equity Shares during the year pursuant to the conversion of warrants (2700000 Equity Shares of face value of Rs.4/- each) 10800000
Paid up Share Capital as on 31 st March 2020 (82080737 Equity Shares of face value of Rs. 4/- each) 328322948

On 09th April 2020 the Company has allotted 2700000equity shares to M/s. Goldstone Power Private Limited (belonging to the Promoter Group)pursuant to the conversion of remaining 2700000 warrants out of 5400000 warrants heldby them which were originally allotted to them on 09th October 2017.

B) Board of Directors and/or Key

Managerial Personnel

i) In accordance with provisions of Section 152 of the Companies Act2013 Mr. Venkateswara Pradeep Karumuru (DIN: 02331853) Director retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.The Board recommends the reappointment of Mr. Venkateswara Pradeep Karumuru (DIN:02331853) for the consideration of the members of the Company.

ii) Mr. Chilappagari Laxmi Rajam (DIN: 00029156) was appointed as anAdditional Director of the Company (by the Board of Directors in their Meeting held on 14thAugust 2020) w.e.f. 18th August 2020 to hold office till the conclusionof the 20th Annual General meeting of the Company in 2020.

Board of Directors recommends his candidature to regularise as Director(NonExecutive and Non-Independent category) of the Company.

Hence his appointment as Director is put before you for your approval.

iii) Mr. N K Rawal (DIN 01630545) Managing Director of the Company hadresigned from the position of Managing Director as well as Director of the Company and theBoard of Directors of the Company in their Meeting held on 14th August 2020accepted the said resignation w.e.f.18th August 2020.

iv) Mr. B. Sharat Chandra Chief Financial Officer of the Company hasbeen appointed as Chief Executive Officer of the Company in the Board Meeting held on 14th August2020 w.e.f.15*1 August2020. has been appointed as Chief Executiveofficer of the Company w.e.f.15th August 2020.

Brief profiles of Directors being appointed / reappointed at theforthcoming twentieth Annual General Meeting have been given in the Notice.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel as on 31stMarch 2020:

• Mr. N.K. Rawal Managing Director.

• Mr.Nerusu Naga Satyam Executive

Director (DIN: 02600472)

• Mr.B.Sharat Chandra Chief Financial Officer

• Mr.P.Hanuman Prasad Company Secretary

ANNUAL EVALUATION OF PERFORMANCE OF BOARD COMMITTEES AND INDIVIDUALDIRECTORS

It is the general practice of the Company to conduct the IndependentDirectors Meeting at the end of the Financial Year so that they will review the wholescenario of the company. But due to the Covid impact Independent Directors were not ableto meet at the end of the year. Further The Ministry of Corporate Affairs("MCA") in the circular 11/2020 dated 24th March 2020 clarified that if theIndependent Directors of a company have not been able to hold such a meeting the sameshall not be viewed as a violation for the financial year 2019-20.

Hence Independent Directors has conveyed their views through telephoneand separate meeting of Independent Directors was held on 27th June 2020 forfinancial year 2019-20. They have reviewed the performance of the NonIndependent Directorsand the Board as a whole reviewed the performance of Chairperson of the Company andassess the quality quantity and timeliness of flow of information between the companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

The Board of Directors in their meeting held on 27th June2020 also evaluated the annual performance of the Board as a whole its committee's andthe directors individually (for the Financial Year 2019-20) in accordance with theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with specific focus on the performance and effectivefunctioning of the Board and Individual Directors.

The manner in which the evaluation has been carried out has beenexplained in the corporate governance report.

meetings

During the year under review Seven (7) Board Meetings Five (5) AuditCommittee & Four (4) Stakeholders Relationship Committee Meetings Four (4) Nominationand Remuneration Committee Meetings were held.

The details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of training and familiarization programs for IndependentDirectors are reported in the corporate governance report and on the website of theCompany at www.olectra.com.

BOARD DIVERSITY

The Policy on Board diversity of the Company

devised by the Nomination and Remuneration Committee and approved bythe Board is available on the website of the Company at www.olectra.com

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of The Companies Act2013 the Directors to the best of their knowledge and belief state that:

a) In the preparation of Annual Accounts for the Financial Year ended31st March 2020 the applicable accounting standards have been followed and that there areno material 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 thefinancial year ended 31st March 2020 and of the profit of the Company for that period;

c) proper and sufficient care was taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts For the FY ended 31 st March 2020have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively; and

f) Proper systems have been devised by the Company to ensure compliancewith the provisions of applicable laws and such systems were adequate and are operatingeffectively.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES - THEIR PERFORMANCE

During the beginning of the financial year Company has threesubsidiaries and a Joint

Venture namely TF Solar Private Limited Evey Trans Private LimitedOha Commute Private Limited and SSISPL-OGL-BYD Consortium respectively.

However during the year under review;

1. Pursuant to resolution passed by the shareholders in their meetingheld on 09th September 2019 and post transfer of the entire equityshareholding (of Evey Trans Private Limited) to MEIL Holdings Limited Evey Trans PrivateLimited and OHA Commute Private Limited ceased to be subsidiaries of the Company w.e.f. 13thJanuary 2020.

2. Company has subscribed 26% stake in Evey Trans (SMC) Private Limitedon 27th January 2020.

The Company has adopted a Policy for determining Material Subsidiariesin line with Regulation 16 of the SEBI (LODR) Regulations. The Policy as approved by theBoard is uploaded on the Company s website www.olectra.com

The Financial Statements of all Subsidiaries Associates and JointVenture as at 31st March 2020 have been consolidated with the Financial Statements ofthe Company. The Consolidated Financial Statements of the Company for the year ended 31stMarch2020 forms part of this Annual Report.

Pursuant to Section 129(3) of the Companies Act 2013 a Statementcontaining the salient features of the financial statements of Subsidiaries AssociateCompanies and Joint Ventures in Form AOC-1 appears in Annexure-1 to thisAnnual Report.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company www.olectra.com.

DEPOSITS

During the financial year your Company has neither accepted norrenewed any deposits from

the public within the meaning of Section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

The Company has an Internal Audit and Internal Control Systemcommensurate with the size scale and complexity of its operations. In order to maintainits objective and independence the Internal Auditors reports to the Chairman of the AuditCommittee.

The Internal Auditor monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal auditors process owners undertake corrective action in their respective areasand thereby strengthen the controls. Significant audit observations and recommendationsalong with corrective 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 31stMarch 2020 the Company is having Corporate Social Responsibility Committee consisting ofMr. M. Gopalakrishna (Chairman) Mr. B. Appa Rao and Mr. N.K. Rawal.

The Corporate Social Responsibility Committee periodically recommendsthe activities to be taken up under the CSR policy. The Corporate Social ResponsibilityPolicy is posted under the Company s website at www.olectra.com.

As per the CSR policy during the year 2019-20 the Company implementedCSR activities and the details of the same are given in Annexure-2

INSURANCE

All the Properties of the Company including itsbuilding plant & machinery and stocks have been adequately insured;

• Your Company as good corporate practice has taken Directors& Officers Insurance policy for all the Directors of the Company including IndependentDirectors of the Company.

related party disclosures

Related party transactions entered during the financial year underreview and are disclosed in Note 33 to the Financial Statements of the company for thefinancial year ended 31 stMarch 2020. These transactions entered were at anarm's length basis and in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany.

Particulars of contracts or arrangements with related parties referredto in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appendedas Annexure-3 to the Board's Report.

The policy on Related Party Transactions as approved by the Board wasuploaded on the Company's website at www.olectra.com.

Disclosures of transactions of the listed entity with any person orentity belonging to the promoter/promotor group which holds 10% or more shareholding inthe listed entity are disclosed in Note 33 to the Financial Statements of the company forthe financial year ended 31st March 2020.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of The Companies Act 2013 are given in Note 7 & 33 toFinancial Statements.

AUDITORS AND AUDITORS REPORTS

Statutory Auditor:

The members at the 17th Annual General Meeting of theCompany held on 28th September 2017 had appointed M/s. PCN & AssociatesChartered Accountants {Firm Registration

No.016016S} were appointed as Statutory Auditors of the Company tohold office till the conclusion of the 22nd Annual General Meeting to be heldin the year 2022.

The ratification of appointment of statutory auditor is not required asper the first proviso of Section 139 (1) by the Companies (Amendment) Act 2017 effectivefrom 07th May 2018 accordingly the ratification of appointment of statutoryauditor is not proposed.

Statutory Auditors' Report:

The Report of the Auditors for the year ended 31st March2020 forming part of this Annual Report and does not contain any qualificationreservation observation adverse remark or disclaimer.

Cost Auditor:

In terms of the provisions of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Board ofDirectors based on the recommendation of the Audit Committee has been re-appointed M/s.EVS & Associates Cost Accountants as Cost Auditor of the Company for conducting theCost Audit for the financial year ended 31 stMarch 2021 at a remuneration ofRs. 160000 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 20th Annual general Meetingfor seeking member's approval.

The Cost Accounts and Records of the company are duly prepared andmaintained as required under Section 148(1) of the Companies Act 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the rules madethere under the Company had appointed M/s. VCSR & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the year ended 31stMarch2020. The Secretarial Audit Report issued in this regard is annexed as Annexure-4to this Report.

SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.

internal Auditors:

The Company has re-appointed M/s. VDNR & ASSOCIATES CharteredAccountants Hyderabad as Internal Auditors of the company for conducting the internalaudit (for both Insulator and E-BUS Segments) for the period 01st April 2020to 31st March 2021 on recommendation by the audit committee.

COPY OF ANNUAL Return

As per the requirements of Section 92(3) of the Act and Rules framedthereunder the extract of the annual return for FY 2019-20 is given in Annexure-5in the prescribed Form No. MGT- 9 which is a part of this report. The same is availableon www.olectra.com.

LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE Limited and National StockExchange of (India) Limited.

We are pleased to share that your Company is one of the top 1000 Listedentities and holds the position of 729 as per the Market Capitalization as on 31stMarch 2020. (Source: https://www. nseindia.com/regulations/listing-compliance/nse-top-1000-companies)

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per the requirements of Regulation 34(3) and Schedule V of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 the CorporateGovernance and Management Discussion & Analysis Reports forms form part this report asAnnexure-6 and Annexure-7

PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the Act the Reportsand Accounts are being sent to the Shareholders excluding the information required underRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules 2014. Any shareholder interested in obtaining thesame may write 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 20th Annual GeneralMeeting.

The statement containing information as required under the provisionsof Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure-8 andforms part of this Report

MATERIAL CHANGESANDCOMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

• The Company had issued & allotted 9100000 warrants to MEILHolding Limited (MHL) on 10th October 2018 and an amount equivalent to 25% of theconsideration has been received at the time of allotment of warrants and balance 75% ofsuch consideration was to be paid before the allotment of the equity shares upon exerciseof option against warrants within a period of 18 months from the date of issue ofwarrants. As MHL has not exercised the said option and not paid the 75% balanceconsideration within the period of 1 8 months from the date of issue of warrants theamount already paid by MHL (25%) has been forfeited on 10th April 2020.

• Company has acquired 26% stake in the Evey Trans (SIL) PrivateLimited on 13th June 2020.

OTHER MATERIAL CHANGES:

• For administrative convenience Company has shifted itsregistered office from Centre Point Building 4th Floor Plot # 359 to 363/401 USConsulate Lane Begumpet Secunderabad Telangana-500016 to S-22 3rd Floor TechnocratIndustrial

Estate Balanagar Hyderabad Telangana - 500037 w.e.f. 01.07.2020

• Mr. N. K. Rawal Managing Director of the Company resigned fromthe office of Managing Director and Director and the Board of Directors of the Company intheir Meeting held on 14th August 2020 accepted the said resignation w.e.f. 18thAugust 2020

• Mr. Chilappagari Laxmi Rajam is appointed as an AdditionalDirector of the Company in the category of Non-Executive and NonIndependent in the Boardmeeting held on 14th August2020 w.e.f. 18th August 2020.

• Mr.Sharat Chandra Chief Financial Officer of the Company hasbeen appointed as Chief Executive Officer of the Company in the Board Meeting held on 14thAugust2020 w.e.f.15th August2020.

Other than stated above there are no material changes and commitmentsaffecting the financial position of the Company from the financial year ended 31stMarch 2020 to the date of signing of the Director's Report.

CODE OF CONDUCT

The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code laid down by the Board is known as "Code ofEthics & Business Conduct" which forms an Appendix to the Code. The Code has beenposted on the Company's website at www.olectra.com

Further all the Independent Directors and senior management confirmedthe compliance of code of conduct and a declaration has been issued by the ManagingDirector of the Company stating that the directors and senior management of the companyare in compliance with the code of conduct forms part of the Corporate Governance Report.

PREVENTION OF INSIDER TRADING:

In accordance with the Securities and Exchange

Board of India (Prohibition of Insider Trading) Regulations 2015company has the following polices and hosted on the website of the Company:

i) Code of Internal Procedures and Conduct for Regulating Monitoringand Reporting of Trading By Insiders;

• For fair disclosure of events and occurrences that could impactprice discovery in the market for its securities.

ii) Code of Practices & Procedures for Fair Disclosure ofUnpublished Price Sensitive Information;

• To regulate monitor and report trading by its designatedpersons and immediate relatives of designated persons

The Board is responsible for implementation of the Code. All theDirectors and the designated employees of the Company have confirmed the compliance withthe Code.

REMUNERATION POLICY

The Board of Directors on recommendation of the Nomination &Remuneration Committee (NRC) framed a Nomination and Remuneration Policy for directors'appointment and 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 atwww.olectra.com

RISK MANAGEMENT POLICY

In pursuant to the provisions of the Section 134 (3)(n) of TheCompanies Act 2013 the Company has formulated risk management policy to mitigate andmanage the risk including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the company.

The policy on Risk Management is available on the website of theCompany www.olectra.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors on recommendation of the Audit Committeeestablished a vigil mechanism for Directors and Employees and accordingly adopted the"Whistle Blower Policy" pursuant to the provisions of Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 to facilitateDirectors and Employees to report genuine concerns or grievances about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct orethics policy and to provide adequate safeguards against victimization of persons who usesuch mechanism and to provide for direct access to the Chairperson of the Audit Committeein appropriate or exceptional cases.

The said policy can be accessed on website of the Company at the linkwww.olectra.com.

SEXUAL HARASSMENT POLICY

The Company has adopted policy on Prevention of Sexual Harassment ofWomen at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the financial year ended 31st March 2020 theCompany has not received any Complaints pertaining to Sexual Harassment. The Company hascomplied with provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

Further the Company has already registered the details of InternalComplaint Committee with Women Development and Child Welfare Department Government ofTelangana India at the portal "http://tshebox.tgwdcw.in" launched by them inthis regard.

OTHER POLICIES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015

The Company has also formulated and adopted the following policies asrequired under Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) 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 AND FOREIGN EXCHANGEEARNING AND OUTGO

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

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDERSUB-SECTION (6) OF SECTION 149

All Independent Directors have furnished to the Company the requisitedeclarations that they meet the relevant independence criteria as laid

down in Section 149(6) of The Companies Act 2013 as well as the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

SIGNIFICANT AND MATERIAL ORDERS

passed by the regulators or courts

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

ACKNOWLEDGEMENTS

The Board of Directors thank the Company's customers suppliersdealers banks financial institutions Government and Regulatory authorities andconsultants for their continued support. The Directors express their sincere gratitude tothe shareholders and also wish to place on record their appreciation for the committedservices rendered by all the employees of the Company.

For and on behalf of the Board

Sd/- Sd/-
N. K. Rawal N. Naga Satyam
Managing Director Executive Director
DIN: 01630545 DIN: 02600472
Place: Hyderabad
Date: 14th August 2020

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