OLECTRA GREENTECH LIMITED — Board/Management Information 2019

Mar 30, 2019

30'h March, 2019

The Bombay Stock Exchange Ltd National Stock Exchange of India Limited

Dear Sir(s),

Sub:	oftheBoardOutcomeMeeting
	NumbercodeonScripBSE	:	532439
	oftheNameentity	:	OlectraGreentechLtd.
	onIDNSEScrip	:	OLECTRA

In accordance with the provisions of Regulation 30 of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company at their meeting held today i.e. 30th day of March, 2019 have inter-alia:

• 1. Approved the allotment of 27,00,000 Equity Shares of Rs. 4/- each (Rupees Four Only) at an issue price of Rs. 80.10 (Rupees Eighty and Ten Paise only) (including premium of Rs. 76.10/- per share) to M/s Goldstone Power Private Limited (belonging to Promoter Group) against conversion of 27,00,000 warrants out of 54,00,000 warrants (convertible into equivalent number of Equity Shares) which were allotted to M/s Goldstone Power Private Limited at a issue price of Rs. 80.10 (Rupees Eighty and Ten Paise only) (including premium of Rs. 76.10/ per warrant] on October 11, 2017. The Equity Shares issued shall rank Pari Passu with the existing equity shares of the company in all respects.
• 1. Appointed Mr. Venkateswara Pradeep Karumuru (DIN: 02331853) as Additional Director of the Company w.e.f. 30th March, 2019.
• 1. Approved to provide funds upto an amount of Rs.500 Crores to wholly owned subsidiary of the Company namely "Evey Trans Private Ltd" in the form of Equity capital or as debt or any other instrument.
• 1. Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Board of Directors has amended/adopted the following codes:-
  • (a) Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information
  • (b) Code of conduct to regulate, monitor and report trading by Insid

Registered Office : Centre Point Building 4th Floor, Plot # 359 to 363/401, US Consulate Lane, Begumpet, Secunderabad - 500003. Telangana, India. Tel : +040-46989999 CIN : L34100T62000PLC035451, E-mail : info@o|ectra.com, wwwolectracom

Pursuant to the Regulation 8 (2) of Securities and Exchange Board of lndia (Prohibition of Insider Trading] (Amendment) Regulations 2018, please find enclosed herewith a copy of amended/updated Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information.

The Meeting Commenced at 5:00 PM. and concluded at 07.05 PM.

This is for your information and record.

Thanking You.

Yours faithfully, For Olectra, Gr entéchLimited

P Hanumantlifisad Company SecFEiany

Brief Profile of Mr. Venk t wara Pradee Karumuru DIN 2331853 and 0 her information:

1. Reason:

The Company has appointed Mr. Venkateswara Pradeep Karumuru, as Additional Director (Non-Executive and Non Independent) of the Company w.e.f. March 30, 2019.

1. Date oprpointment : w.e.f. 30th March, 2019

3. BriefProfile of Mr. Venkateswara Pradeep Karumuru;

He has done his civil engineering diploma and has over 20 years of experience in business development, execution of projects and general management of EPC & aviation business.

4. Disclosures:

Mr. Venkateswara Pradeep Karumuru has no relation with any other Directors on the Board

ForOlectradteefltechLimited

(5': _, g'QERl-Ab; ' K i {If \1' /

P Hanuman Praiflli/ ' Company Secretary

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

[Pursuanl' f0 Regu/ar/bn 8(7) & 56/7edu/e A ofSEB/ (P/'o/il'biil'on oflnxider Trading) (Amendment) Regulatiom. 2018]

BACKGROUND

The SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations") mandates every listed company to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for its securities.

In this regard, Board of Directors of Olectra Greentech Limited ("Company") has laid down this Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('the Code') for adoption. This Code is made pursuant to Regulation 8(1) of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

OBJECTIVE

The objective of this Code is to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for its company's securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

SCOPE

The Company endeavors to preserve the confidentiality of un-published price sensitive information (UPSI) and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations

III. DEFINITIONS:

Un-published Price Sensitive Information ("UPSI")

UPSI means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following;

(i) financial results;

A

• (ii) dividends;
• (iii) change in capital structure;
• (iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
• (v) Changes in key managerial personnel.
• Any other matter as may be prescribed under the Listing Regulations and/or Corporate Law to be price sensitive, from time to time.

Note: Words and expressions used and not defined in these regulations but defined in the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Depositories Act, 1996 (22 of 1996) or the Companies Act, 2013 (18 of 2013) and rules and regulations made thereunder shall have the meanings respectively assigned to them in those legislation.

PRINCIPLES OF FAIR DISCLOSURE:

The following Principles of Fair Disclosure for the purposes of "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" shall be strictly followed by the Company (OLECTRA GREENTECH LIMITED):

a) The Company shall promptly disclose to the public "unpublished price sensitive information" (UPSI) that would impact price discovery, no sooner than such credible & concrete information comes into being.

• b) The Company shall ensure that information shared with analysts and research personnel is not UPSI.
• The Company shall uniformly & universally disseminate information (UPSI) and avoid selective disclosure.
• The Company shall promptly disseminate UPSI that gets disclosed selectively, inadvertently or otherwise, to make such information generally available to all/public.
• The Company shall render appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities, if any.
• The Company shall develop best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on its official website, in order to ensure official confirmation and documentation of disclosures made.
• 1. The Company shall handle all UPSI on a need-to-know basis.

CHIEF INVESTOR RELATIONS OFFICER

A

The Compliance Officer of the Company has been designated / called as "Chief Investor Relations Officer" to deal with dissemination of information and disclosure of unpublished price sensitive information.

DETERMINATION LEGITIMATE PURPOSE

The Unpublished price sensitive information can be shared in the ordinary course of business is as an exception by an Insider for Legitimate purposes as per its "Policy for determination of Legitimate Purposes" (Annexure-l), provided it is not shared to evade or circumvent the prohibition under this Regulation.

VII. CODE OF CONDUCT

A

The Company shall adhere to the prescribed standards for code of conduct to regulate, monitor and report trading by insiders, designated employees and all other applicable persons and entities.

AMENDMENT

The Board of Directors of the Company, subject to applicable laws, rules & Regulations, may amend / substitute any provision(s) with a new provision(s) or replace this entire Code with a new Code.

In any circumstance where the terms of the Code differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over the Code.

The Code and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchanges.

APPROVED AND ADOPTED

This Policy has been approved and adopted on March 30, 2019.

Annexure-l

POLICY FOR DETERMINATION OF LEGITIMATE PURPOSES

[Pursuant to Regulation 3 (2A) ofSEBI (Prohibition ofInsider Trading) (Amendment) Regu/ations, 2018]

INTRODUCTION

A

This Policy, as a part of "Codes of Fair Disclosure and Conduct" formulated under Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015, will be known as "Policy for Determination of Legitimate Purposes" hereinafter referred to as the "Policy".

This Policy is prepared in accordance with Regulation 3(2A) of SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

OBJECTIVE

The objective of this policy is to identify 'Legitimate Purposes' for performance of duties or discharge of legal obligations, which will be considered as exception for the purpose of procuring unpublished price sensitive information (UPSI) relating to the Company or its listed securities or proposed to be listed securities, if any.

. DEFINITION

• "Legitimate Purposes" shall mean sharing of UPSI in the ordinary course of business by an Insider with the following, provided that such sharing has not been carried out to evade or circumvent the prohibitions of these regulations:
  • 1. Promoters of the Company
  • 1. Auditors (Statutory, Internal, Branch, Cost, Secretarial, GST and any other Auditor as applicable)
  • Staff Members of the Audit firm/team conducting the Audit
  • Collaborators
  • Lenders
  • Customers

1. Suppliers

A

• 1. Merchant Bankers
• 1. Legal Advisors
• 1. Insolvency Professionals
• 1. Consultants
• 1. Any other advisors/consultants/partners
• 1. Any other person with whom UPSI is shared

B) "Insider"- Any person in receipt of UPSI pursuant to a "legitimate purpose" shall be considered as an "insider" for purpose of these regulations and due notice shall be given to such persons (Insiders) to maintain confidentiality of such unpublished 'price sensitive information in compliance with these regulations.

DIGITAL DATABASE

The Board of Directors shall ensure that a structured digital database is maintained containing the names of such persons or entities, as the case may be, with whom UPSI is shared under Regulation 3 along with the Permanent Account Number (PAN) or any other identifier authorized by law, where PAN is not available. Such database shall be maintained with adequate internal controls and checks, such as time stamping, audit trails, etc. to ensure non-tampering of the database.

RESTRICTIONS ON COMMUNICATION AND TRADING BY INSIDERS

The board of directors shall require the parties to execute agreements to contract confidentiality and non—disclosure obligations on the part of such parties and such parties shall keep information so received confidential, and shall not otherwise trade in securities of the company when in possession of unpublished price sensitive information

. AMENDMENT

The Board of Directors of the Company, subject to applicable laws, rules & Regulations, may amend / substitute any provision(s) with a new provision(s) or replace this entire Policy with a new Policy.

In any circumstance where the terms of this Policy differ from any law, rule, regulation etc. for the time being in force, the law, rule, regulation etc. shall take precedence over this Policy.

This Policy and any subsequent amendment(s) thereto, shall be promptly intimated to the Stock Exchanges, if required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and/or SEBI (Prohibition of Insider Trading) Regulations, 2015 and any amendment, re-amendment or re-enactment thereto.

. APPROVED AND ADOPTED

This Policy has been approved and adopted on March 30, 2019.