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Directors Report of Aksh Optifibre Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report together with the audited statement of accounts for the financial year ended March 31, 2015.

FINANCIAL RESULT

The financial performance of the Company, for the financial year ended March 31, 2015 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2014 -2015 2013-2014

Revenue from Operations 35,413.46 22,748.46

Earnings before Interest, Depreciation, Amortization, Exceptional Items & Tax 5,823.57 4,100.23

Depreciation and Amortization Expenses 1,630.88 1,499.38

Finance Cost 1,026.10 705.90

Profit before Exceptional items & Tax 3,166.59 1,894.95

Exceptional Items 115.51 706.60

Profit before Tax 3,282.10 2,601.55

Income Tax 759.13 520.51

MAT Credit Entitlement 687.95 520.51

Net Profit after Tax 3,210.92 2,601.55

Balance (Loss)/profit brought forward from previous year (3,199.34) (5,366.36)

Less : Appropriation

Proposed Dividend (7.44) (371.41)

Dividend Tax (1.26) (63.12)

Surplus carried to Balance sheet 2.88 (3199.34)

Operational Review

Financial year 2014-15 closed with revenue of Rs 35,413.46 Lacs, EBIDTA of Rs. 5,823.57 Lacs and PAT of Rs 3,210.92 Lacs. The manufacturing business earned revenues of Rs. 32,718.06 Lacs at an EBIT margin of 16.88 %.

During the year, the Company introduced certain new products and adding new markets in the manufacturing business. Your Company continues to be recognized globally for high quality FRP (Fibre Reinforced Plastic) Rods, and Optical Fibre Cables.

The detailed analysis of Company's operations and segment wise performance is covered under Management Discussion & Analysis Report.

Dividend

The Directors are unable to recommend any dividend in view of the amendment legislated by the Companies (Amendment) Act 2015, effective w.e.f. May 25, 2015.

Future Outlook

Manufacturing

In the financial year 2014-15 there was a surge in demand of OFC, largely fuelled by introduction of next generation technologies and up gradation of existing 2G networks to make them 3G and 4 G compatible. A trend which is set to increase further in the coming year, with several Greenfield sites are being rolled out and more in the pipeline with operators preparing to launch 4G services, OFC network deployment is likely to gain momentum over the next few years making India one of the fastest growing markets in this segment. The year 2014-15 continued to witness the increased concern for women's safety, which prompted the wireless operators to increase the penetration of OFC networks for providing broadband services for surveillance.

India optical fibre cables (OFC) market is expected to grow robustly due to expansion of telecom infrastructure throughout the country over the next five years. Being the second largest telecom market worldwide, India exhibits high data traffic owing to increasing penetration of smartphones and growing demand for broadband services, thereby creating significant demand for OFC installations. Consumers are increasingly shifting towards internet driven applications like HDTV, video on demand and high-speed file sharing. To address the soaring demand for high speed data transmission, the government of India along with telecom giants is investing substantial capital in upgrading the country's telecom infrastructure. The existing network of copper cables is being over hauled by using advanced fiber optic technology. All these factors are consequently providing a considerable thrust to the OFC market in India.

According to 'India Optical Fiber Cables Market Forecast & Opportunities, 2020', the optical fiber cables market in India is expected to surpass US$ 424 million (2713 Cr) by 2020. Nationwide connectivity projects launched by the government such as National Optical Fiber Network (NOFN) and National Fiber Spectrum (NFS), and the anticipated 4G Rollout in the country are bound to boost data transmission volumes, thereby making expansion of OFC installations critical for supporting the planned network expansions. In addition, next generation technologies such as LTE and FTTx, which require last mile connectivity, would also propel the demand for optical fiber cables in the coming years.

Globally, there is huge demand of optical fibre and optical fibre cable. The market drivers are laying of FTTX and FTTn networks, deployment of 4G networks and using the optical fibre for backhaul.

In the Asian region, there is huge export potential of optical fibre cable in the ASEAN countries, as those are developing markets having full range of long distance, metro and FTTx projects underway at the same time.

The demand of FRP is set to increase by 6-8% in domestic and global market during the current year as compared to previous year. It is anticipated that the global demand of

FRP rise by 20% by 2018 as compared to FY 2014-15. Aksh share of FRP market is 18%, which is set to rise by 7% by 2018.

Services

The Company is running e-mitra services in the State of Rajasthan under the name of '1Stop Aksh'. 1 Stop Aksh is a public private partnership model between the Rajasthan Government and Aksh Optifibre Limited, where in complete E-Governance solutions are being provided to the public in a regulated, transparent and efficient manner.

The citizens can avail 200 Government 2 Citizen (G2C) and Business 2 Citizen (B2C) services at their doorstep, under a single roof, through an E-platform using the software created by the Government of Rajasthan.

The introduction of Micro ATMs facilities through a strategic tie up with State Bank of India (SBI), 1 Stop Aksh kiosks are now fully equipped to carry out transactions in the rural part of Rajasthan, which is seen as concrete step towards realizing the Pradhan Mantri Jan Dhan Yojana, aiming at providing each citizen of the country with a bank account and financial independence.

The Company is a registered 'Enrolment Agency' with UIDAI for generating Aadhar Cards. In this process the Company has made its presence felt in Rajasthan, Haryana, Punjab, Uttar Pradesh, Bihar & Madhya Pradesh, and have been able to generate 30 Lac plus Aadhar cards, in these states, with the numbers set to rise further.

With the Central Government's endeavour of digitizing India, which means the more and more services being made available through Internet based services, the company is set to expand its base from Rajasthan to other states in the coming times.

Achievements & Rewards

The various CSR measures taken by the Company during the financial year 2014-2015 were well appreciated and recognized by various private, autonomous bodies and the State Government of Rajasthan.

The Company has worked towards preserving the ecosystem and to this effect, ran a plantation drive in Bhiwadi. In recognition of Company's efforts to preserve and maintain good ecological system, it was felicitated by Lions club Bhiwadi, the District Industrial council of Bhiwadi and the like.

During the year, the Company adopted two schools, one in Bhiwadi and one in Sikar. The Company completely renovated infrastructure of the school and also added new facilities, for the overall growth of the students. In recognition of the company's untiring efforts of providing quality education to the students within the State of Rajasthan, the Company was felicitated with the 21st Bhamashah awards by the Govt. of Rajasthan. The Company endeavours to continue to carry on its mission in times to come.

Expansion

During the year the AOL FZE, the Subsidiary of the Company commissioned a FRP plant at JAFZA, Dubai with the total capacity of 4 Lac km p.a. The plant commenced commercial production from September 15, 2014.

Further, for meeting the demands of the next wave of requirements for telecom gear, not just in India but globally as well, your company has decided to embark upon an expansion that will see capacity expansion in its OFC business at its manufacturing plants. The FRP business is also set for expansion through its wholly owned subsidiary AOL FZE, Dubai. The Company will be investing over Rs.95 Crores for the expansion and setting up of additional manufacturing lines across its facilities.

Subsidiary Companies

As on date, the Company has one Indian Subsidiary, viz., APAKSH Broadband Limited and one Wholly Owned Overseas Subsidiary namely 'AOL-FZE', incorporated in SAIF Zone, Sharjah (U.A.E) with one step down Wholly Owned Overseas Subsidiary namely 'AOL PROJECTS- DMCC'.

A report on performance and financial position of the subsidiaries as per Companies Act, 2013 is provided in Annexure A to the consolidated financial statement and hence not disclosed here for brevity's sake. The policy for determining material subsidiaries as approved may be accessed on the company's website at the http://www.akshoptifibre.com/corporate-governance.php

The statement containing the salient features of the financial statements of subsidiaries is annexed herewith marked as Annexure

–I. Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, the details of loans, Guarantees extended and / or investments made by the Company in subsidiaries are provided.

Details of Loans, Guarantees extended and/ or investments made by the Company in subsidiaries is annexed herewith, marked as Annexure -II.

Related Party Transactions

All contracts / arrangements / transactions entered into by the Company during the financial year with related party(s) were in ordinary course of business and on arm's length basis. During the year, the Company did not enter into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related policy transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the company's website at the http://www.akshoptifibre.com/corporate-governance.php

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in prescribed Form AOC-2, is annexed herewith marked as Annexure -III.

Directors

As on March 31 2015, the Board of your company consisted of 6 Directors, consisting of 1 Promoter & Non Executive Chairman, 3 Independent Directors, 1 Non Executive Non Independent Director, 1 Managing Director.

Meetings of the Directors

The Company had 5 (Five) Board meetings during the financial year under review.

Appointments / Resignations from the Board

During the year under review, Mr. Narendra Kumbhat, Mr. D. K. Mathur and Mr. Amrit Nath were appointed as Independent Directors by the shareholders for a term of 5 years.

There were no resignations of Directors during the year ended March 31, 2015.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 and clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors declare that the Independent Directors Mr. Amrit Nath, Mr. Dinesh Kumar mathur, Mr. Narendra Kumbhat & Ms. Devika Raveendran are:

(a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

(b) (i) were not a promoter of the company or its holding, subsidiary or associate company

(ii) not related to promoters or directors in the company, its holding, subsidiary or associate Company;

(c) had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

(d) None of their relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Neither himself nor any of his/ her relatives –

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of –

- a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

- any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its Promoters, Directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company; or

(f) possesses such other qualification as may be prescribed.

Appointments/ Resignations of the Key Managerial Personnel

Mr. Chetan Choudhari, Managing Director, Satyendra Gupta-Chief Financial Officer and Mr. Gaurav Mehta, Company Secretary were designated as Key Managerial Personnel of the Company.

None of the Key Managerial Personnel has resigned or appointed during the year ended March 31, 2015.

Material Changes and commitments affecting the financial position between the end of financial year and date of report

On May 30, 2015 the Board in its meeting considered and approved the:

- Appointment of Ms. Devika Raveendran as Independent Director on the Board of the Company for a term of 5(five) years w.e.f. May 30, 2015 till May 29,2020.

- Resignation of Mr. Chetan Choudhari from the position of Managing Director and Director on the Board of the Company, effective June 01, 2015.

- Expansion plan of OFC and FRP manufacturing facilities at an estimated cost of Rs. 95 Crore, to be funded by debt and internal accruals.

- Appointment of Dr. Kailash S Choudhari, as Chairman and Managing Director of the Company for a term of 3 years, from June 01, 2015 till May 30, 2018.

Re-appointment/ Appointment of Directors

In accordance with the Articles of Association of the Company, Mr. B.R. Rakhecha, the Non Executive, Non Independent Director retires by rotation, and being eligible, has offered himself for re-appointment.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking:

a. re-appointment of Mr. B. R. Rakhecha, retiring by rotation in the ensuing General Meeting,

b. appointment of Ms. Devika Raveendran as Independent Director ; and

c. appointment of Dr. Kailash S Choudhari as Chairman & Managing Director.

Performance Evaluation of the Board

The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, Board Committees and other individual Directors which include the criteria for performance evaluation of the non- executive Directors and executive Directors.

Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report. The Nomination & remuneration policy may be accessed on the Company's website at the link: http://www.akshoptifibre.com/corporate-governance.php

The Nomination & Remuneration Policy is annexed herewith marked as Annexure –IV.

Corporate Governance

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

Management Discussion and Analysis

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

Corporate Social Responsibility (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has established Corporate Social Responsibility Committee. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) elaborating the activities to be undertaken by the company in furtherance and due discharge of its corporate social responsibility, which has been approved by the Board.

The CSR policy may be accessed on the Company's website at the link: http://www.akshoptifibre. com/corporate-governance.php

During the year the company undertook the plantation drive by the name of 'Upvan', in order to maintain the ecological balance and spread the message of greenery in the Industrial town of Bhiwadi. Many organisations and educational institutions from Bhiwadi joined in the initiative of the Company. the Company was able to plant 10,000 saplings during the year. For this effort the company was felicitated by the Bhiwadi Manufacturers Association (BMA), the Lions Club Bhiwadi and the other organisations.

The Company also adopted school in Bhiwadi under the Mission 'Muskaan'. The Company renovated the school building and also distrusted school dress, improved the mid day meal and contributed in other infrastructural requirements of the school.

The Company adopted school under the Mission 'Shiksha Hamara Swabhiman' at Ringus (Sikar). The Company designed and developed a full fledged computer lab for the school, apart from upgrading/ developing the infrastructural requirements of the school like building of school boundary, class rooms and the like.

The statutory disclosures and an Annual Report on CSR activities is annexed herewith marked as Annexure V.

Employee Remuneration

(A) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of your Company. Copies of this statement may be obtained by the members by writing to the Company Secretary of your Company.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure VI.

Employees Stock Purchase Scheme

During the year under review no shares have been granted, hence there was no vesting of Shares.

Risk Management

The Company has comprehensive risk management policy to take care of the business and other risks related to the company.

Consolidated Financial Statements

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

Auditors and Auditors' Report

Statutory Auditors

At the Annual General Meeting held on 27th September, 2014, M/s P. C. Bindal & Co., Chartered Accountants, were appointed as statutory auditors of the company to hold office till the conclusion of the Thirtieth Annual General Meeting. In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s P. C. Bindal & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

Cost Auditors

The Company has appointed M/s. K.G. Goyal & Associates, as Cost Auditors for the financial year 2015- 2016 to audit the cost records of the Company.

Cost Audit Compliance

Pursuant to Sec. 209 (1) (d) of the Companies Act, 1956, Cost Audit Report for the financial year ended March 31, 2014 was submitted to the Central Government on September 27, 2014.

Secretarial Auditors

The Company appointed M/s. Pooja Anand & Associates

Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report has a qualification with regard to the non-appointment of Woman Director on or before March 31, 2015.

Reply to the observation of Secretarial Auditors

The Company was in the process of short listing the suitable candidate with the required skill sets, but could not find suitable candidate before March 31, 2015. However, Ms. Devika Raveendran was appointed by Board of Directors in their meeting held on May 30, 2015.

Recognition

The Company's manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System & Environmental Management System ISO 9001:2008 and 14001:2004.

Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognizes and appreciates the sincerity, hard work, loyalty, dedicated efforts and contribution of all the employees during the year. The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company's plants.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed under the Act, are provided in Annexure VIII to this report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure IX to this Report.

Listing

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. GDRs & FCCBs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details of deposits covered under chapter V of the Act;

ii. Issue of equity shares with differential voting rights, dividend or otherwise;

iii. Issue of shares (including sweat equity shares) to employees of the company under the ESOS scheme or otherwise;

iv. The Managing Director of the Company was not in receipt of any remuneration or commission from its subsidiaries.

Your Directors further state that during the year under review there were no complaints/ cases pursuant to the Sexual Harassment of Women in workplace (Prevention, Prohibition and Redressal) Act, 2013.

Director's Responsibility Statement

It is hereby affirmed that:

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities,

4. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operate effectively; and

5. annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the company.

Your Directors would also like to express a profound sense of appreciation and gratitude to all the stakeholders for the patronage and for the commitment shown in supporting the company in its continued robust performance on all fronts.

We look forward to your continued support and co- operation while we move forward to our new journey, assuring our continued commitment to maintain and healthy and fruitful relationship.

for Aksh Optifibre Limited Dr. Kailash S Choudhari

Chairman & Managing Director Place: New Delhi

Date: August 11, 2015


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended 31st March, 2014 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2013- 2014 2012-2013

Revenue from Operations 22748.46 24020.83

Earnings before Interest, Tax, Depreciation, Exceptional Items & Amortization 4100.23 4011.30

Depreciation and Amortization Expenses 1499.38 1663.21

Finance Cost 705.90 373.38

Profit before Exceptional items & Tax 1894.95 1974.71

Exceptional Items 706.60 619.02

Profit before Tax 2601.55 2593.73

Income Tax 520.51 64.54

MAT Credit Entitlement 520.51 64.54

Net Profit after Tax 2601.55 2593.73

Balance (Loss)/profit brought forward from previous year (5366.36) (7960.09)

Less : Appropriation

Proposed Dividend (371.41) -

Dividend Tax (63.12) -

Surplus carried to Balance Sheet (3199.34) (5366.36)

OPERATIONAL REVIEW

Financial year 2013- 14 closed with revenue of Rs 22,748.46 lacs, with EBITDA of Rs 4,100.23 lacs and PAT of Rs 2,601.55 lacs . The manufacturing business earned revenues of Rs. 20,899.87 lacs at an EBIT margin of 18.68 %.

During the year, the Company introduced certain new products and adding new markets in the manufacturing business. Your Company continues to be recognized globally for high quality FRP (Fibre Reinforced Plastic) Rods, and Optical Fibre Cables.

The detailed analysis of Company''s operations and segment wise performance is covered under Management Discussion & Analysis Report.

FUTURE OUTLOOK

While in 2012-13 there was a surge in demand of OFC, largely fuelled by introduction of next generation technologies and up gradation of existing 2G networks to make them 3G and 4 G compatible was witnessed, a trend which is set to increase further in the coming year, with several Greenfield sites are being rolled out and more in the pipeline with operators preparing to launch 4G services, OFC network deployment is likely to gain momentum over the next few years making India one of the fastest growing markets in this segment.

The year 2013-14 continued to witness the increased concern for women''s safety, which prompted the wireless operators to increase the penetration of OFC networks for providing broadband services for surveillance.

With the change in the government, the roll out of the much awaited NOFN project is to be expedited, fuelling in the demand of the OFC. Further, with the states initiating the e- governance models, there is likely to be huge demand of OFC for running the state e-governance models.

Globally FRP demand is expected to increase by about 20% in FY 2014-15. Currently Aksh has approximately 16-18% share in global demand of FRP which is set to surge ahead. The domestic FRP demand is expected to grow by 50% in FY 2014-15.

With the increased demand of residential dwellings and more high rise towers coming up to cater the increased demand of homes, there is significant potential in the FTTH segment as users want high speed broadband, high definition video and unlimited telephony and more importantly real time surveillance, there is a lot of space for OFC business to expand and flourish.

ACHIEVEMENT

During the year under review, the Company commissioned

FRP Production facility at JAFZA Dubai, through its wholly owned subsidiary ''AOL FZE''.

The Company got the BBNL order aggregating to Rs.210 crores, to be supplied over a period of 16 months.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.25 per equity share for the financial year ended 31st March,2014 amounting to Rs. 434.53 lacs (Inclusive of Tax on dividend of Rs. 63.12 lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

SUBSIDIARY COMPANIES

As on date the Company has one Indian Subsidiary, viz., APAKSH Broadband Limited and one Wholly Owned Overseas Subsidiary namely ''AOL-FZE'', incorporated in SAIF Zone, Sharjah (U.A.E) with one step down Wholly Owned Overseas subsidiary namely ''AOL PROJECTS-JLT''. The Statement pursuant to Section 212 of the Companies Act, 1956, is annexed herewith. The Audited Statements of Accounts along with the Report of the Board of Directors and Auditors'' Report thereon on the Subsidiary Companies have not been annexed in terms of general exemption granted by the Ministry of Company Affairs vide its circular no. 2/2011 dated 8th February,2011. The relevant documents of the Subsidiary Companies will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will be available for inspection during business hours at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

LISTING

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. GDRs & FCCBs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

DIRECTOR''S RESPONSIBILITY STATEMENT

It is hereby affirmed that:

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and

4 annual accounts have been prepared on a going concern basis.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System & Environmental Management System ISO 9001:2008 and 14001:2004.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincerity and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company''s plants.

DIRECTORS

In accordance with the articles of association of the Company, Mr. B.R. Rakhecha, the Non Executive, Non Independent Director retire by rotation, and being eligible, has offered himself for re-appointment.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking re-appointment of Mr. B.R. Rakhecha, retiring by rotation in the ensuing General Meeting and appointment of Mr. Amrit Nath, Mr. Narendra Kumbhat & Mr. Dinesh Kumar Mathur, as Independent Directors for five consecutive years with effect from the conclusion of the forthcoming Annual General Meeting upto 26th September 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock Exchanges.

RELATED PARTY TRANSACTIONS

Mr. B.R. Rakehcha has been associated with the Company for the last two decades and has provided his expertise at various positions in the Company. He held the position of Whole Time Director of the Company and then as Non Executive Director till date. He was also working as professional consultant till 31st March, 2014. During all these years, Mr. Rakhecha has ably steered the Company to its present levels of growth. It is because of Mr. Rakhecha''s untiring efforts that the Company has won tenders floated by BBNL, Defence and other prestigious organizations. For the execution of the said tenders the Company requires and Mr. Rakhecha has agreed to extend his expert advice in the same. Based on the same, the Board of Directors, subject to approval of shareholders in the ensuing Annual General Meeting, has appointed Mr. B.R. Rakhecha as Professional Consultant of the Company, on a consultancy fee, details of which are given the Report of Corporate Governance.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

AUDITORS'' REPORT

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

AUDITORS

M/s P. C. Bindal & Co., Chartered Accountants, holds the office as Auditors of your Company till the conclusion of the 27th Annual General Meeting and has expressed their willingness to be re-appointed. The Company has received a letter pursuant to Section 139 and 141 of the Companies Act, 2013 from M/s P. C. Bindal & Co., Chartered Accountants, regarding their eligibility for re-appointment as Auditors of the Company. The Board of Directors recommend to the Members of the Company for the reappointment of M/s P. C. Bindal & Co., Chartered Accountants as Statutory Auditors of the Company to hold the office for a term of three years from the conclusion of ensuing Annual General Meeting of the Company till the conclusion of 30th Annual General Meeting of the Company (subject to ratification by members at every Annual General Meeting) and to fix their remuneration.

COST AUDITORS

The Company has appointed M/s. K.G. Goyal & Associates, as Cost Auditors for the financial year 2014-15 to audit the cost records of the Company.

SECRETARIAL AUDITORS

The Company has appointed Ms. Pooja Anand, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2014-15.

EMPLOYEES STOCK PURCHASE SCHEME

During the year under review no shares have been granted, hence there was no vesting of shares.

INFORMATION PURSUANT TO SECTION 217 (2A)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during working hours for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure to this report.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the Company.

Your Directors also express gratitude to the Customers, Suppliers, Shareholders, Banks, Trade Partners, Service Partners and Investors for the confidence reposed in your Company and for their continued co-operation during the year under Report.

For & on behalf of the Board of Directors

Dr. Kailash S. Choudhari Place: New Delhi Chairman

Date: 2nd August, 2014 DIN No. 00023824


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31, 2013 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2012-2013 2011-2012

Revenue from Operations 23,925.53 18,888.60

Earnings before Depreciation, Amortization, Interest, Exceptional Items & Tax 4,011.30 2259.17

Depreciation and Amortization Expenses 1,663.21 1,330.10

Finance Cost 373.38 534.81

Profit before Exceptional items & Tax 1,974.71 394.26

Exceptional Items 619.02 784.61

Profit before Tax 2,593.73 1,178.87

Income Tax 64.54 -

Deferred tax - 109.91

MAT Credit Entitlement 64.54 -

Net Profit after Tax 2,593.73 1,068.96

OPERATIONAL REVIEW

Financial year 2012- 13 closed with revenue of Rs 23,925.53 lacs , with EBITDA of Rs 4,011.31 lacs and PAT of Rs 2,593.73 lacs. The manufacturing business earned revenues of Rs. 21,615.50 lacs at an EBITDA margin of 19.29%.

During the year, the Company introduced certain new products and added new markets in the manufacturing business. Your Company continues to be recognized globally for high quality FRP (Fibre Reinforced Plastic) Rods, and Optical Fibre Cables.

The detailed analysis of Company''s operations and segment wise performance is covered under Management Discussion &Analysis Report.

FUTURE OUTLOOK

With the world accepting and acknowledging the importance of FTTH as the new emerging business opportunity and the South East Asian countries gearing up to make themselves FTTH compliant, there is an ample opportunity for the increase of Optical fibre cable business across the globe. In Indian perspective, the National Optical Fibre Network (NOFN) project envisaged by the Government and the laying of optical fibre cables by the Indian defense and railways will also fillup the demand of optical fibre cables in Indian markets. Further, increase in data bandwidth demand and data consumption with the emerging 4G technology, increase use of smart phones and data convergence will stress the telcos to upgrade themselves to meet the increased demand and would in turn fuel the demand of optical fibre cables.

Globally FRP demand is expected to increase by about 20% in FY 2013-14. Currently, Aksh has approximately 16-18% share in global demand of FRP which is set to surge ahead. The domestic FRP demand is expected to grow by 70% in FY 2013-14 with NOFN and other government tenders.

IPTV in India has a better future given the availability of integrated services such as broadband internet, TV and telephone services under a single package or scheme that too at a reasonable price or a price which is comparatively less than the cost involved in subscribing for internet, broadcast TV and telephone services individually. With the increased demand of residential dwellings and more high rise towers coming up to cater the increased demand of homes, FTTH infrastructure is set to expand, so as to meet the broadband and IPTV needs of the consumers.

DIVIDEND

In the absence of the divisible profits during the current year, your Directors are unable to recommend any dividend for the year under review.

AWARD

In recognition to the astounding team work and the relentless efforts in delivering exceptional business performance for the year 2012, Frost & Sullivan conferred upon Aksh, the 2013 Frost & Sullivan India ICT Award for "OFC Vendor of the Year".

SUBSIDIARY COMPANIES

As on date the Company has one Indian Subsidiary, viz., APAKSH Broadband Limited and one Wholly Owned Overseas Subsidiary namely ''AOL-FZE'', incorporated in SAIF Zone, Sharjah, Dubai (U.A.E) with one step down Wholly Owned Overseas subsidiary namely ''AOL PROJECTS-JLT''.

The Statement pursuant to Section 212 of the Companies Act, 1956, is annexed herewith. The Audited Statements of Accounts along with the Report of the Board of Directors and Auditors'' Report thereon on the Subsidiary Companies have not been annexed in terms of general exemption granted by the Ministry of Company Affairs vide its circular no. 2/2011 dated February 8,2011. The relevant documents of the Subsidiary Companies will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will be available for inspection during business hours at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements, the consolidated financial statements are attached which form part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

LISTING

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. GDRs & FCCBs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

DIRECTOR''S RESPONSIBILITY STATEMENT

It is hereby affirmed that:

1. in preparation of annual accounts, all applicable accounting standards have been followed,

2. the accounting policies of the Company have been consistently followed. Wherever circumstances demanded, estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period,

3. proper and sufficient care has been taken for maintenance of accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and proper internal controls are in place for preventing and detecting frauds and other irregularities, and annual accounts have been prepared on a going concern basis.

RECOGNITION

The Company''s manufacturing facilities continue to remain certified by independent and reputed external agency as being compliant as well as aligned with the external standards for Quality Management System & Environmental Management System ISO 9001:2008 and 14001:2004.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincerity and hard work, loyalty, dedicated efforts and contribution of all the employees in most difficult and challenging business environment during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company''s plants.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Narendra Kumbhat and Mr. Arun Sood, Directors will retire by rotation, and being eligible, have offered themselves for re- appointment.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis has been attached and forms part of the Annual report.

INFORMATION PURSUANT TO SECTION 217 (2A)

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and amendments thereto, the names and other particulars of the employees are required to be set

out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b)(iv) of the Act, the report and accounts are being sent to all the Members excluding the aforesaid particulars. The complete Annual Report including this statement shall be made available for inspection by any Member during working hours for a period of 21 days before the date of the Annual General Meeting. Any Member interested in obtaining a copy of the said statement may write to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure to this report.

AUDITORS'' REPORT

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

AUDITORS

M/s P. C. Bindal & Co., Chartered Accountants, holds the office as Auditors of your company till the conclusion of the 26th Annual General Meeting and has expressed their willingness to be re-appointed. Their appointment, if made, would be within the limits specified under Section 224 (1) (B) of the Companies Act, 1956.

COST AUDITORS

The Company has appointed M/s. K.G. Goyal & Associates, as Cost Auditors for the financial year 2013-14 to audit the cost accounts related to the Company.

EMPLOYEES STOCK PURCHASE SCHEME

During the year under review no shares have been granted, hence there was no vesting of shares.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the company.

Your Directors also express gratitude to the Customers, Suppliers, Shareholders, Banks, Trade Partners, Service Partners and Investors for the confidence reposed in your Company and for their continued co-operation during the year under Report.

For & on behalf of the Board of Directors

Dr. Kailash S. Choudhari

Chairman

Place: New Delhi

Date : 17th May, 2013


Mar 31, 2011

The Directors have pleasure in presenting the 24th Annual Report together with the audited statement of accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The financial performance of the Company, for the financial year ended March 31, 2011 is summarized below:

(Rs. in Lacs)

Particulars F.Y. ended F.Y. ended 2010-2011 2009-2010

Turnover 508.55 830.51

Profit / (Loss) before Interest, Depreciation and Tax (1,474.66) (721.31)

Interest 232.02 239.32

Depreciation 919.34 1,136.29

Profit / (Loss) before Tax (2,626.02) (2,096.92)

Provision for Tax

-Deferred tax - (711.57)

- Deferred tax Assets Reversed 2,155.12

Net Profit / (Loss) after Tax (4,781.14) (1,385.35)

Operational Review

During the year under review, your Company attained a gross turnover of Rs. 508.55 Lacs as against Rs. 830.51 Lacs during the previous year.

The Net Loss after Tax during the year under review was Rs. 4,781.14 lacs as against Rs. 1,385.35 lacs for the previous year, due to loss arising out of foreign exchange fluctuation on account of re-statement of foreign exchange assets and liabilities of Rs. 235.33 lacs during the current year as against gain of Rs. 1533.89 lacs in the previous year and also due to reversal of deferred tax assets in excess of deferred tax.liability of Rs. 2155.12 lacs.

Your Company has the largest subscriber base of IPTV customers in South East Asia and with a view to further consolidate its market position as well as ensure a steady and stable growth, the Company is expanding its IPTV under the brand "iControl" in the cities of Delhi and Mumbai and with BSNL in 20 cities of North India, viz. State of Jammu & Kashmir, Himachal Pradesh , Punjab, Haryana, Rajasthan and U.P.(West). Your Company is also offering host of ad-on services viz, Time Shift TV (Chill & Cool), Video on Demand (VoD), A-Tube (Video Yellow pages - Pull advertising), iControl Mall (on line shopping) and TV messaging.

The Company is the pioneer in the FTTH {Fibre -To- The- Home) space and has more consolidated its spot by starting its FTTH services in Jaipur, Ajmer, Faridabad, and Ambala.

The Company is operating its VoIP services under the brand "Pigeon" in the cities of Delhi & Mumbai in association with MTNL. The brand has been well established in the market and people have started using Pigeon VoIP as an effective tool for getting connected with their near and dear ones living abroad.

Future Outlook

With the growth of infrastructure and look out of new revenue streams beyond data and voice services, it is predicted that the demand of IPTV is slated to grow upto 109 mn by 2014, with the global revenue rising to US$ 41bn by 2014. As per the industry reports the number of IPTV subscribers is expected to increase in the markets where FTTH deployments are powering ahead. Further, with the increased demand of infrastructure, technology advancements and consumer shift from linear to non linear TV viewing, demand of IPTV is set to surge ahead in India. To tap the growing IPTV market, your Company is offering various interactive and educative services through its IPTV platform which is well accepted and appreciated by the subscribers.

The Company is also tapping international markets for gaining foothold in IPTV business. For the same purposes, the Company has incorporated a Wholly Owned Subsidiary (WoS) namely AOL-FZE in the Sharjah Airport Free Zone, Sharjah (U.A.E.). The purpose is to explore new business ventures which can be operated with the present line of business, enlarge its present business operations and the like. DIVIDEND

In the absence of profits, your Directors are unable to recommend any Dividend for the period under review.

SUBSIDIARY COMPANIES

During the year under review, the Company has incorporated one Wholly Owned Overseas Subsidiary namely AOL-FZE incorporated in SAIF Zone, Sharjah, Dubai (U.A.E).

During the year under review, the Company applied for winding-up of its three wholly owned subsidiaries i.e. Aksh Net Tel Limited, Spyk Global Limited, Aksh Infratel Limited under Section 560 of the Companies Act, 1956 which have accordingly been dissolved.

As on date the Company has two Indian Subsidiaries, viz., APAKSH Broadband Limited, Aksh Technologies Limited and One Wholly Owned Overseas Subsidiary, viz. AOL-FZE, incorporated in SAIF Zone, Sharjah Dubai (U.A.E).

The Statement pursuant to Section 212 of the Companies Act, 1956 is annexed herewith. The Audited Statements of Accounts along with the Report of the Board of Directors and Auditors Report thereon on the Subsidiary Companies have not been annexed in terms of general exemption granted by the Ministry of Company Affairs vide its circular no. 2/2011 dated 08.02.2011. The relevant documents of the Subsidiary Companies will be made available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will be available for inspection during business hours at the Registered Office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard (AS-21) issued by the Institute of Chartered Accountants of India (ICAI) on consolidated financial statements the consolidated financial statements are attached which form part of the Annual Report.

FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

During the year under review, the Company made a QIP Issue aggregating Rs. 22.5 Crore (approx.) and allotted 11,550,000 Equity Shares to eligible Qualified Institutional Buyers ("QIBs") under the qualified institutions placement under Chapter VIM of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

GLOBAL DEPOSITORY RECEIPTS (GDR) ISSUE

The Company came out with a GDR issue of US$ 25 Mn in September, 2010. The issue comprised of 1,165,750 GDRs underlying 58,287,500 Equity Shares of Rs. 5 each, one GDR equivalent to 50 paid up Equity Shares of the Company.

LISTING

The Equity Shares of the Company continue to be listed at The Bombay Stock Exchange Ltd and The National Stock Exchange Ltd. FCCBs and GDRs are listed at the Luxembourg Stock Exchange. The Listing Fee has been paid to all the stock exchanges.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state:

i. That in the preparation of the annual accounts for the financial year ended 31st March 2011, the accounting standards as issued by ICAI have been followed and there are no material departures ;

ii. That the Directors have selected such accounting policies consulting the Statutory Auditors and has

applied them 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 at the end of the financial year and of the profits of the Company for the year;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records;

iv. That the Annual Accounts have been prepared on a going concern basis.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B.R. Rakhecha and Mr. P.F. Sundesha, Directors will retire by rotation, and being eligible, have offered themselves for re-appointment.

Mr. Chetan Choudhari has been appointed as an Additional Director of the Company w.e.f. 01.09.2010. Mr. Amrit Nath has been appointed as an Additional Director w.e.f. 17.09.2010. Both the Directors hold office up to the date of the forthcoming Annual General Meeting of the Company. Taking into consideration their knowledge and experience, the Board commends their appointment as Directors of the Company, liable to retire by rotation.

On 01.09.2010, in accordance with the provisions of Section 269 of the Companies Act, 1956 Mr. Chetan Choudhari has been appointed as Whole Time Director of the Company for a period of 03 (Three) years with effect from September 01, 2010 till 31st August, 2013. Taking into consideration his knowledge and experience, the Board commends his appointment as Whole-time Director of the Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the following are annexed to this report:

i. Report on the Corporate Governance and a Certificate from the Auditors of your Company regarding compliance of the conditions of Corporate Governance;

ii. Management Discussion and Analysis Report

INFORMATION PURSUANT TO SECTION 217 (2A)

Not applicable, since no employee falls under the provisions of Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings and Outgo are given in Annexure to this report.

AUDITORS REPORT

The observation of Auditors and their report read with the relevant Notes to Accounts are self-explanatory and therefore do not require further explanation.

AUDITORS

M/s P. C. Bindal & Co., Chartered Accountants, hold the office as Auditors of your company till the conclusion of the forthcoming Annual General Meeting and have expressed their willingness to be re-appointed. Their appointment, if made, would be within the limits specified under Section 224 (1) (B) of the Companies Act, 1956.

EMPLOYEES STOCK PURCHASE SCHEME

During the year under review no shares have been granted, hence there was no vesting of Shares.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees to the working of the company.

Your Directors also express gratitude to the Customers, Suppliers, Shareholders, Banks, Trade Partners, Service Partners and Investors for the confidence reposed in your Company and for their continued co-operation during the year under Report.





For & on behalf of the Board of Directors



Kailash S. Choudhari Chetan Choudhari Chairman Whole-Time Director

Place : New Delhi Date : 21.05.2011

 
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