Olectra Greentech Ltd Directors Report.

To The Members,

Your Directors are pleased to present the 19th Annual Report and the audited financial statements of your Company for the year ended on March 31, 2019.


The financial highlights of the Company for the year ended on March 31, 2019 are summarized as below:

(द In Lakhs)

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Revenue from operations 29,030.46 16,421.53 17,010.87 16,421.53
Other Income 1,512.96 733.74 1,491.10 733.74
Total Income 30,543.42 17,155.27 18,501.97 17,155.27
Total Expenditure 30,408.82 15,030.87 18,528.28 15,965.97
Operating Profit (PBIDT) 134.60 2,124.40 (26.31) 2,124.40
Interest 1,492.91 612.87 1,499.93 612.87
Depreciation and Write Offs 622.05 322.23 677.91 322.23
Profit before Tax (1,980.36) 1,189.30 (2,204.15) 1,189.30
Provision for taxation
Current 13.53 197.10 21.31 197.10
Deferred (636.38) 102.93 (644.05) 102.93
Net Profit after Tax (1,357.51) 889.27 (1,581.41) 889.27
Other Comprehensive Income
Re-measurement gains/(losses) on defined benefit plan (27.96) (73.85) (27.96) (73.85)
Income-tax effect 7.78 20.55 7.78 20.55
Other comprehensive income for the year, net of tax (20.18) (53.30) (20.18) (53.30)
Total comprehensive income for the (1,377.69) 835.97 (1,601.59) 835.97
Surplus brought forward from previous year 264.96 (571.01) 264.82 (571.25)
Less : Depreciation adjustment NIL NIL NIL NIL
Balance available for appropriation (1,112.73) 264.96 (1,336.76) 264.82
Proposed Dividend on Equity NIL NIL NIL NIL
Provision for Dividend Tax NIL NIL NIL NIL
Transfer to General Reserves NIL NIL NIL NIL
Surplus carried forward to Balance Sheet (1,112.73) 264.96 (1,336.76) 264.82
Equity Share Capital
(7,93,80,737 (March 31, 2018 5,01,80,737) Shares of द4/- each) 3,175.23 2,007.23 3,175.23 2,007.23
E.P.S (After Prior Period Items) (In Rupees) (2.16) 2.07 (2.52) 2.07
Net Worth 70,521.99 19,835.09 70,297.96 19,834.96
Book Value in Rupees (face Value of द4/- each) 88.84 39.53 88.56 39.53



The Company has registered a growth of 77% in Net Sales to द29,030.46 lakhs in FY 2018-19 as compared to द16,421.53 lakhs in FY 2017-18. This was due to higher sales volumes in both Insulator & Electric Bus (E-Bus) businesses. The Companys net loss was द1,357.51 lakhs for FY 2018-19 as compared to net profit of द889.27 lakhs for FY 2017-18. This was primarily due to higher input costs in Insulator Business and higher fixed costs in E-Bus Business in terms of capacity build up, marketing expenses including promotion & commercial trials across the Country for FY 2018-19.


The Consolidated Revenue from Operations during FY 2018-19 was द17,010.87 lakhs as compared to द16,421.53 lakhs in previous FY 2017-18, registering an increase of 3.58% over the previous year. On a Consolidated basis, the Net loss was द1,581.40 lakhs for FY 2018-19 as compared to net profit of द889.27 lakhs for FY 2017-18. During the year the Company has started E-Bus operations for public transportation in 2 cities.

Contribution Towards Environment Safeguard:

Your Directors are pleased to inform you that, through the Electric Vehicles Operations, the

Company reduced 750 tonnes CO2 in tailpipe emission, during the year under review and this way Company has contributed a major part to safeguard environment by reducing air pollution.


No amount has been transferred to General Reserves during the year.


In view of inadequate profits for FY 2018-19, no dividend is recommended for the financial year 2018-19.


During the financial year 2018-19, there is no change in the nature of the business of the



There is no change in Accounting treatment in the year under review, as compared to previous

Financial Year.


A. Name Change of the Company:

The Company changed its name to “Olectra Greentech Limited” from “Goldstone Infratech Limited” effective from July 06, 2018, after obtaining the approval of Shareholders by way of passing of Special Resolution, through postal ballot.

The Change was a part of Corporate rebranding exercise and to reflect the main and predominant business of the Company, considering the new segment of Companys Business i.e. manufacturing, selling,marketing and after sales service of pure E-Buses.

B. Changes in Captal Structure

The authorised share capital of the Company now stands at द60,00,00,000/- (Rupees Sixty Crores Only), divided into 15,00,00,000 (Fifteen Crores Only) Equity Shares of द 4/- each.

The paid up equity share capital of the Company as on March 31, 2019 is as follows:

Particulars Amounts in द
Paid up Equity Share
Capital as on March 31, 2018 (5,01,80,737 Eq- uity share of face value of द4/-) 20,07,22,948
Add: Issued and allotted during the year under Preferential Allotment (2,92,00,000 Equity Shares of face value of द4/- each) 11,68,00,000
Paid up Share Capital as on March 31, 2019 (7,93,80,737 Equity Shares of face value of द4/- each) 31,75,22,948

Rights Issue of Equity Shares:

The Board of Directors in its meeting held on May 23, 2018, recommended the issue of Equity Shares on Rights basis. The consent of the members was accorded via postal ballot on June 30, 2018 to issue, offer and allot such number of equity shares of द4/- each for cash at a premium of द96/- per share which in the aggregate shall not exceed द 560 Crores on Rights basis in proportion of 1:1.

However, in view of the volatile market conditions, which may impact the successful completion of the rights issue and receipt of targeted funds into the Company, the Board in its meeting held on August 10, 2018 decided in favour of proceeding with the alternative means to raise the required funds through preferential issue and consequently has withdrawn the rights issue proposal.

Preferential Issue and Open Offer:

In view of expanding business operations and to meet the capital requirements, the Company has raised funds by allotting 2,65,00,000 Equity Shares and 91,00,000 Convertible Warrants at द175.30/- per share to M/s. MEIL Holdings Limited (MHL), on preferential basis in their meeting held on October 10, 2018, in pursuance of shareholders approval vide Extra Ordinary General Meeting held on September 10, 2018.

MHL has also acquired 1,00,00,000 (One Crore only) Equity Shares of the Company from Trinity Infraventures Limited, through share purchase agreement, entered between them.

As per the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, an open offer was given to public shareholders of the company and the said open offer was completed on January 11, 2019. Accordingly MHL has become the promoter of the Company.

On March 30, 2019 the Company has allotted 27,00,000 Equity Shares to M/s. Goldstone Power Private Ltd (belonging to the Promoter Group), pursuant to the conversion of 27,00,000 warrants out of 54,00,000 warrants held by them, which were originally allotted to them on October 09, 2017.

C. Board of Directors and/or Key Managerial Personnel The following appointments were made during the year:

i) Mr. N. Naga Satyam (DIN: 02600472) and Justice Mrs. Gyan Sudha Misra (Retd.) (DIN: 07577265) were appointed on May 23, 2018 as Additional Directors of the Company to hold office up to the date of 18th Annual General Meeting in 2018. Their appointment were regularized as a Director of the Company on the 18th Annual General Meeting of the Company held on September 28, 2018.

ii) Mr. Venkateswara Pradeep Karumuru (DIN: 02331853), has been appointed as an Additional Director (Non-Executive and Non-Independent Category) of the Company on March 30, 2019 to hold office upto the date of ensuing Annual General Meeting. The Board of Directors recommended, his candidature to regularise as Director (Non-Executive and Non-Independent Category) of the Company.

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


The following are the Key Managerial Personnel as on the Boards Report date:

• Mr. Naresh Kumar Rawal, Managing Director (DIN: 01630545)

• Mr. Nerusu Naga Satyam, Executive Director (DIN: 02600472)

• Mr. B. Sharat Chandra, Chief Financial Officer

• Mr. P. Hanuman Prasad, Company Secretary


The Board of Directors evaluated the annual performance of the Board as a whole, its committees and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 with specific focus on the performance and effective functioning of the Board and Individual Directors.

A separate meeting of Independent Directors was held on March 30, 2019 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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


During the year under review, Ten (10) Board Meetings, Seven (7) Audit Committee Meetings & Four (4) Stakeholders Relationship Committee Meetings, Three (3) Nomination and Remuneration Committee Meetings and Two (2) Independent Directors Meetings were convened and held.

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

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


The details of training and familiarization programs for Independent Directors, are reported in the Corporate Governance Report and on the website of the Company at www.olectra.com.


The Policy on Board diversity of the company devised by the Nomination and Remuneration Committee and approved by the Board is available on the website of the company at www.olectra.com.


Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed and that there are no material departures;

b) such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year ended March 31, 2019 and of the profits of the Company for that period;

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

d) the Accounts for the financial year ended March 31, 2019 have been prepared on a ‘going concern basis;

e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and

f) proper systems they have devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and are operating effectively.


At the beginning of the financial year, Company had only one wholly owned subsidiary namely TF Solarpower Private Limited.

However, during the year under review;

a) Company incorporated another wholly owned subsidiary namely, Evey Trans Private Limited, on September 20, 2018.

b) OHA Commute Private Limited, a wholly owned subsidiary of Evey Trans Private Limited, has also became the second layer subsidiary of the Company under Section 2(87) of the Companies Act, 2013 w.e.f November 06, 2018.

c) Company entered into a Consortium Agreement in the name of SSISPL-OGL-BYD Consortium.

The Financial Statements of all Subsidiaries and Joint Venture, as at March 31, 2019, have been consolidated with the Financial Statements of the Company. The Consolidated Financial Statements of the Company for the year ended March 31, 2019, forms part of this Annual Report.

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


During the financial year, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further as per the circular of Ministry of Corporate Affairs Circular no. G.S.R. 42(E), Notification dated: January 22, 2019, the Company has already filed required e-forms i.e. DPT-3 for One Time Return as well as for Annual Return.


The Company has an Internal Audit and Internal Control System, commensurate with the size, scale and complexity of its operations. In order to maintain its objective and independence, the Internal Auditor reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.


Pursuant to Section 135 of the Companies Act, 2013, the Board constituted Corporate Social Responsibility Committee consisting of three members, namely Mr. M. Gopalakrishna (Chairman), Mr. B. Appa Rao and Mr. N. K. Rawal.

The Corporate Social Responsibility Committee periodically recommends the activities to be taken up under the CSR policy. The Corporate Social Responsibility Policy is posted on the Companys website at www.olectra.com. As per the CSR policy, during the year 2018-19, the Company implemented CSR activities and the details of the same are given in Annexure-2 to this Report


All the Properties of the Company including its building, plant & machinery and stocks have been adequately insured; Your Company as a good corporate practice has taken Directors & Officers Insurance policy for all the Directors of the Company including the Independent Directors of the company.


Related party transactions entered during the financial year under review are disclosed in Note 33 to the Financial Statements of the company for the financial year ended March 31, 2019. These transactions entered were at an arms length basis and in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure-3 to this Report.

In accordance with SEBI (LODR) (Amendment) Regulations, 2018 policy on Related Party Transactions as approved by the Board was uploaded on the Companys website at https:// olectra.com/policies/ Disclosures of transactions of the listed entity with any person or entity belonging to the promoter/ promotor group which holds 10% or more shareholding in the listed entity are disclosed in Note 33 to the Financial Statements of the company for the financial year ended March 31, 2019.


Details of Loans, Guarantees and Investments covered under the provisions of Sec 186 of the Companies Act, 2013 are given in Note 33 to Financial Statements.


The members at the 17th Annual General Meeting of the Company held on September 28, 2017 had appointed M/s. PCN & Associates, {Formerly, M/s. Chandra Babu Naidu & Co}, Chartered Accountants, {Firm Registration No.016016S}, as Statutory Auditors of the Company to hold office till the conclusion of the 22nd Annual General Meeting to be held in the year 2022.

The ratification of appointment of statutory auditor is not required as per the first proviso of Section 139 (1) by the Companies (Amendment) Act, 2017 effective from May 07, 2018, accordingly the ratification of appointment of statutory auditor is not proposed.

Statutory Auditors Report:

The Report of the Auditors for the year ended March 31, 2019 forming part of this Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer.

Cost Auditor:

In terms of the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based 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 Cost Audit for the financial year ended March 31, 2020, at a remuneration of द 1,60,000/- plus applicable taxes and reimbursement of out of pocket expenses. The remuneration requires ratification by shareholders. Accordingly an appropriate resolution has been incorporated in the Notice convening the 19th Annual General Meeting, for seeking members approval. The Cost Accounts and Records of the company are duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the rules made thereunder, the Company had appointed M/s. VCSR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2019. The Secretarial Audit Report issued in this regard is annexed as Annexure-4 to this Report.

Observation reported in Secretarial Audit Report:

Secretarial Auditor has reported the following observation in their report: Delay in Compliance pursuant to Regulation 19(1)(b) of SEBI (LODR) Regulations, 2015 Management Reply to the observation: The Company has been in compliance with the said provision, till the period March 11, 2019. Due to resignation of Mrs. Mahita Caddell, sole woman director, the Board of Directors of Company was left with only 2 Non-Executive Directors and hence the Company has inducted Managing Director of the Company as member of the Nomination & Remuneration Committee (“Committee”) to comply with the required number of members of the Committee. The Company was looking for suitable candidate to fill the position of Non-Executive Director and accordingly Justice Mrs. Gyan Sudha Misra (Retd.), was appointed on the Board and there after the Board has reconstituted the Committee in their Meeting held on November 12, 2018, by appointing Justice Mrs. Gyan Sudha Misra (Retd.) as member of the Committee in the place of Managing Director.

Further pursuant to regulation 24A of SEBI (LODR) Regulations, 2015, M/s. VCSR & Associates, Practicing Company Secretaries, has conducted the Secretarial Audit for Evey Trans Private Limited, Material Subsidiary and accordingly, the report has been placed before the Board.


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

Internal Auditors:

Company is having two business segments and commensurate with the size and separate business segments, Company is following the strategy of having internal Auditors, segment wise and accordingly the Company has reappointed, M/s. VDNR & ASSOCIATES, Chartered Accountants, Hyderabad, and M/s. ARSK & ASSOCIATES, Kolkata, as Internal Auditors of the company for conducting the internal audit for the period April 01, 2019 to March 31, 2020 for the Insulator and E-BUS Segments respectively on recommendation by the Audit Committee.


Pursuant to provisions of Section 134(3)(a) of the Companies Act, 2013, Annual Return for the Financial Year ended March 31, 2019, prepared under the provisions of Section 92(3) of the Act is placed on the website of the company at www. olectra.com


The Companys shares are listed on th BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

We are pleased to share that your Company is one of the top 1000 Listed entities and holds the position of 543, as per the Market Capitalisation as on March 31, 2019. (Source: www.nseindia. com/corporates/content/compliance_info.htm)


As per the requirements of Regulation 34(3) and Schedule V of SEBI (LODR) Regulations, 2015, the Corporate Governance and Management Discussion & Analysis Reports form part of this report as Annexure-5 and Annexure-6 respectively.


In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being 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. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 19th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-7 and forms part of this Report


Goldstone Power Private Limited, one of the promoter group, has converted remaining 27,00,000, convertible warrants, on April 09, 2019, which were originally issued to them, in the Board Meeting held on October 9, 2017, after having shareholders approval in an Extra Ordinary General Meeting, held by the Company, on September 10, 2017. Other than the above, there are no material changes and commitments affecting the financial position of the Company from the financial year ended March 31, 2019 to the date of signing of the Directors Report.


The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as “Code of Ethics and Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Companys website at www. olectra.com.

Further all the Independent Directors and senior management confirmed the compliance of code of conduct and a declaration has been issued by the Managing Director of the Company stating that the directors and senior management of the company are in compliance with the code of conduct and the same forms part of the Corporate Governance Report.


In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, Company has modified and adopted the following policies:

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

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

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

To regulate, monitor and report trading by its designated persons and immediate relatives of designated persons The Board is responsible for implementation of the Code. All the Designated Persons of the Company have confirmed compliance with the Code.


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 for determining qualifications, positive attributes and independence of a director in addition to recommending the remuneration for the directors, key managerial personnel and other employees.

The said Policy is available on the companys website at www.olectra.com


Pursuant to the provisions of Section 134 (3)(n) of the Companies Act, 2013, the Company has formulated a Risk Management Policy to mitigate and manage the risk including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

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


The Board of Directors, on recommendation of the Audit Committee, established a vigil mechanism for Directors and Employees and accordingly adopted the “Whistle Blower Policy” pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to facilitate Directors and Employees to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The said policy can be accessed on website of the Company at the link https://olectra.com/ policies/


The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended March 31, 2019, the Company has not received any Complaints pertaining to Sexual Harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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


The Company has formulated and adopted the following policies as required under Securities Exchange Board of India (LODR) Regulations, 2015:

Policy on Material Subsidiary Archival Policy Determination of Materiality of Events Preservation of Documents Policy All policies are available on our website at https://olectra.com/policies/


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


All Independent Directors have furnished to the Company the requisite declarations that they meet the relevant independence criteria as laid down in Section 149(6) of the Companies Act, 2013, as well as the SEBI (LODR) Regulations, 2015.


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


The Board of Directors thank the Companys customers, suppliers, dealers, banks, financial institutions, Government and Regulatory authorities and consultants for their continued support. The Directors express their sincere gratitude to the shareholders and also wish to place on record their appreciation for the committed services 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: Secunderabad
Date: August 09, 2019