Directors Report of Aksh Optifibre Ltd.
Mar 31, 2018
Dear Shareholders,
Your Directors have pleasure in presenting the 31st Annual Report together with the audited financial statement of accounts for the financial year ended March 31, 2018.
The year gone by have proved to be quiet substantial with respect to milestones achieved at Aksh. Your Directors take immense pleasure in submittng their thirty first report along with the financial statements of the Company and the highlights of the performance of subsidiary companies and their contribution to the overall performance of the Company for the financial year ended March 31, 2018.
FINANCIAL RESULT
The Financial Performance of the Company, for the financial year ended March 31, 2018 is summarized below:
(Rs. In Lakhs)
|
Particulars |
F.Y. ended 2017-18 |
F.Y. ended 2016-17 |
|
Revenue from Operations |
58,939.15 |
47,804.10 |
|
Profit before Interest, Depreciation, Amortization, Exceptional Items & Tax |
7,441.54 |
5,517.30 |
|
Depreciation and Amortization Expenses |
2,119.38 |
1,955.08 |
|
Profit before Interest, Exceptional Items & Tax |
5,322.16 |
3,562.22 |
|
Finance Cost |
1,792.25 |
1,341.75 |
|
Profit before Exceptional items & Tax |
3,529.91 |
2,220.47 |
|
Exceptional Income/(Expenses) |
(50.11) |
14.36 |
|
Profit before Tax |
3,479.80 |
2,234.83 |
|
Income Tax |
1,043.38 |
1,101.07 |
|
Deferred Tax Expenses |
158.42 |
(238.80) |
|
Adjustment of tax relating to earlier periods |
(2.71) |
- |
|
Profit after Tax |
2,280.71 |
1,372.56 |
|
Add: Balance profit brought forward from previous year |
3,477.61 |
2,916.74 |
|
Less : Appropriation |
- |
|
|
Vested in the Company pursuant to merger of erstwhile APAksh Broadband Limited with the Company |
(796.88) |
|
|
Add : Other Comprehensive Income |
1.82 |
(14.80) |
|
Surplus carried to Balance sheet |
5,760.14 |
3,477.62 |
OPERATIONAL HIGHLIGHTS
Financial year 2017-18 closed with revenue of Rs 58,939.15 lakhs, EBIDTA of Rs. 7,441.54 lakhs and PAT of Rs 2,280.71. The manufacturing business earned revenues of Rs. 54,975.83 lakhs.
The detailed analysis of Companyâs financial operations and segment wise performance is covered under Management Discussion & Analysis Report.
DIVIDEND
Your Directors have recommended a dividend of Rs. 0.30 per equity share having face value of Rs. 5/- each for the financial year ended March 31, 2018. If dividend as recommended is declared by the members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the year would be Rs 588.42 Lakhs (including dividend tax).
TRANSFER TO RESERVES
No amount was transferred to reserves during financial year 2017-18.
FUTURE OUTLOOK
a. Optical Fibre/Optical Fibre Cable/FRP Rod
Globally, the trend of increasing fibre consumption to cater to strong data growth will continue benefittng optic fibre cable manufacturers and optical networking products companies.
In 2017, global optical cable consumption increased 14.9% from 429 million fibre-km to 493 million fibre-km. Chinaâs consumption increased 17.4% to 286 million fibre-km, which was 58% of the global total. Other high-growth markets include the US, with a year-on-year increase of 16.5%, and the âbig-5â group (Fr., Ger., Italy, Spain, and the UK) of W. Europe, with a 15.8% increase.
As of December 2017, 54,895 km of OFC was laid in the first phase of Bharat Net Programme, covering 1, 09,926 Gram Panchayats out of which 1,01,370 Gram Panchayats were made service ready. The second phase of the project has been initiated for connecting the remaining 1.5 lakh gram panchayats. As of 11th February 2018, 2,62,947 km of OFC was laid covering 1,12,049 Gram Panchayats out of which 1,02,546 Gram Panchayats were made service ready as reported by Bharat Broadband Network Limited. The government expects to complete Phase II by December 2018, ahead of the original timeline of March 2019. Further, the third phase involves proofing the network as per the requirement of IoT and 5G.
B. Services Division: 1 STOP AKSH
E-Governance plays pivotal role in development of emerging economies and Aksh has been at the front position, infusing innovative technologies to its diversified portfolios, to help India in bringing its economic development in the grid of fastest growing economies.
With the usage of Information Technology growing at a torrid pace, Indian Government is making numerous efforts to provide services to its citizens through e-Governance. Further, the government has introduced many initiatives as part of the NeGP (which comprises of 31Mission Mode Projects[1]) like Aadhaar-Digital Biometric Identity Infrastructure, Digital Locker, Open Data, Government e-Marketplace, GI Cloud (MeghRaj), Common Services Centers, Service Delivery Gateway, State Data Centre, State Wide Area Network (SWAN), and eTaal.Some of the other initiatives announced in the Union Budget FY 19 include Government Integrated Financial Management Information System (GIFMIS), Non Tax Receipt Portal (NTRP), Project e-Vidhan, e-Panchayats, Central Public Procurement Portal, E-Courts, and National Judicial Data Grid. Moreover, e-Governance is set to play an integral role in Government of Indiaâs âDigital Indiaâ campaign to deliver government services electronically assuring efficiency, transparency, and reliability at affordable costs. Under this initiative of Government of India, Aksh is playing a pivotal role in bridging the digital divide, by providing whole gamut of e-Governance services through its fully operational 10,000 Plus E-Kiosks in the state of Rajasthan.
C. Diversification Ophthalmic Lenses
Aksh is targeting to be the pioneer in manufacturing Ophthalmic Lenses in the country with an objective to make India self- reliant and targeting women empowerment by employing 70% of the women workforce its lens facility. Presently, the sector is unorganised with a handful of players only, Aksh will bring in a new ray of light with âshifting Indian market to A grade lens at competitive pricesâ, âround the clock production along with the main focus on reduction in operating costs, management is extremely confident about its lens project to augur well for the overall growth of the organisation. The company has rolled out the first batch of lens into the market which was very well accepted, the company envisages to penetrate deeper into this unorganised market and establish Aksh as a global marquee brand in the field of Opthalmiac Lens manufacturing.
D. Expansion
The company has also done capacity expansion along with the modernisation in its OFC plant located at Bhiwadi, wherein the OFC capacity has been increased by approximately 100%.
Company has also announced settng-up Optical fibre (OF) manufacturing facility in Jebel Ali Free Tarde Zone (JAFZA), UAE with capacity of 4 (Four) Million fibre Km Per annum with capex of Rs. 78 Crore, for this the land has been acquired and construction work for the building has already started, also the company has placed the orders for the plant and machinery.
Company has also setup additional Optical Fibre Cable (OFC) facility in its Silvassa plant with 1 Million Fibre kilometre of capacity, the commissioning of the plant took place in June 2018.
In addition, an Optical Fibre Cable (OFC) facility in Mauritius with 7 (Seven) Lakhs Fibre kilometre of capacity is already being setup, the commercial production has already commenced.
Increase in demand for Optical fibre cable has led to the increase in demand for FRP rods also, therefore the company has also increased FRP capacity in its Dubai plant to 1.4 Million Kilo metre from 0.4 mn Kilometre previously, this enhanced capacity is now fully operational.
Further, the construction work for FRP manufacturing plant in Jiangsu China, with the capacity of 0.8 Million KM per annum, is partially completed, this facility is expected to get operational in September, 2018.
SCHEME OF ARRANGEMENT AND COMPROMISE
During the Financial Year 2017-18, erstwhile APAksh Broadband Limited (APAksh) (99.92% Subsidiary of the Company) was amalgamated with the Company, as approved by the shareholders and subsequently sanctioned by the Honâble National Company Law Tribunal, New Delhi Bench, vide its Order dated November 8, 2017, which became effective on November 10, 2017 on filing of the certified copy of the said Order with the office of Registrar of Companies, Rajasthan. All the properties, assets both moveable and immoveable, liabilities including contingent liabilities of erstwhile APAksh have without further act or deed, been transferred to and vested in the Company at their book values as a going concern with effect from the appointed date April 1, 2016.
CHANGES IN SHARE CAPITAL
During the Financial Year 2017-18, the share capital of the Company has been increased from Rs. 813,325,350 to Rs. 813,489,855, pursuant to allotment of 32901 equity shares of Rs. 5/- each to the Shareholders of erstwhile APAksh Broadband Limited, consequent to the Scheme of Amalgamation approved by Honâble National Company Law Tribunal, New Delhi Bench.
SUBSIDIARY COMPANIES
As on March 31, 2018, Company has One Indian Wholly Owned Subsidiary namely Aksh Composites Private Limited (formerly known as Unitape Mandovi Composites Private Limited) and three Overseas Wholly Owned Subsidiary namely AOL-FZEâ, incorporated in SAIF Zone, Sharjah (U.A.E), AOL Technologies FZE, incorporated in Jafza, UAE and Aksh Technologies (Mauritius) Limited, incorporated in Mauritius.
The Company also has one Step Down Subsidiary namely AOL Composites (Jiangsu) Co. Ltd, China (Subsidiary of AOL-FZE, UAE).
A report on highlights of performance and their contribution to the overall performance of the Company as per Companies Act, 2013 is provided in the prescribed format Form AOC-1 is annexed herewith as Annexure -I. The policy for determining material subsidiaries as approved may be accessed on the companyâs website at the link: http:// www.akshoptifibre.com/corporate-governance.php.
LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.
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 armâs 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 dealing with related party transactions as approved by the Board may be accessed on the companyâs website at the link: http://www.akshoptifibre.com/corporate-governance.php
All Related Party Transactions entered during the year were on armâs length basis. No material Related Party Transactions (transaction(s) exceeding ten percent of the annual consolidated turnover of the Company as per last audited financial statements), were entered during the year by the Company. Accordingly, disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
DIRECTORS
As on March 31, 2018, the Board of your Company consisted of 6 Directors, consisting of 1 Promoter-Chairman & Managing Director, 1 Deputy Managing Director, 3 Independent (including 1 Woman Director) and 1 Non Executive Non Independent Director.
MEETINGS OF THE DIRECTORS
The Company had 7 (Seven) Board Meetings during the financial year under review, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act 2013.
APPOINTMENTS / RESIGNATIONS FROM THE BOARD / KMPS
During the financial year 2017-18, Mr. Gauri Shankar was appointed as Additional Director (Independent Director) of the Company w.e.f April 8, 2017 for a period of 5 years dll April 7, 2022, whose appointment has been approved by the Shareholders in the previous Annual General Meeting and who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Act and Listing Regulations, 2015.
Mr. Dinesh Kumar Mathur, Independent Director, resigned from the Board of the Company w.e.f. August 12, 2017. There were no other appointments/ resignations of Directors/KMP.
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 Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
There are no material changes occurred between the end of financial year and the date of Directorâs Report.
RE-APPOINTMENT/ APPOINTMENT OF DIRECTORS
Pursuant to the provisions of Section 152(6) 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 Annual General Meeting.
After the closure of Financial Year 2017-18, the term of Dr. Kailash S Choudhari as Chairman and Managing Director, expired on May 31, 2018 and w.e.f. June 1, 2018 Dr. Choudhari continued his Directorship as Chairman and Non-Executive Director of the company.
Pursuant to Regulation 17 (1A) of SEBI (Listing Obligation and Disclosure Requirements) (Amendment) Regulation, 2018, to be effective w.e.f. April 1. 2019, no listed company shall appoint or continue the Directorship of NonExecutive Director who has attained the age of 75 years unless a Special Resolution is passed. Accordingly proposal to continue the Directorships of Mr. Amrit Nath and Mr. BR Rakhecha as Non Executive Directors of the Company w.e.f April 1, 2019 shall be placed before the Shareholder for their approval.
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 was carried out, 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 Companyâs website at the link: http://www.akshoptifibre.com/corporate-governance.php
The Nomination & Remuneration Policy is annexed herewith marked as Annexure -II.
CORPORATE GOVERNANCE
The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this 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)
The Company has constituted Corporate Social Responsibility Committee as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has 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.
The CSR policy may be accessed on the Companyâs website at the link: http://www.akshoptifibre.com/corporate-governance.php
In order to improve the ecological balance in âBhiwadi Industrial Areaâ, Aksh continued its plantation drive. This drive inspired by the vision of Dr. Kailash S. Choudhari-Chairman, Aksh Optifibre Limited, was initiated in year 2014. Main objective of the drive is to touch the figure of 100000 trees in five years in Bhiwadi to neutralize the impact of industrial pollution. The drive strongly encourages the planting of indigenous trees appropriate to local environment
Under Akshâs initiative towards education for all, Muskaan is a step in the direction of education which aims to strengthen the basic infrastructure of the schools which in turn improves enrolment, attendance and retention. Our main focus is on child education because the knowledge &learning brings more happiness and success to family as well as society. Under âMuskaanâ, the Company with continuous & dedicated aim ofimproving basic infrastructure of its adopted Govt. Secondary School in Santhalka (Bhiwadi), has taken initiatives likePainting of school building, Roof water proofing & repairing of class rooms in primary section, Plantation of trees &maintenance of lawn, Bala painting & writing work and deputeda full time employee for the day to day cleaning and housekeeping activities. The company also provided Computer Teacher in primary section of Govt. Secondary School, Santhalka (Bhiwadi) to enhancedigital literacy among children through âGyantantra Digital Dostâ.This is an innovative PC based, interactive learning tool designed to address the learning gap among students. After successful set up of e-leaning class room in both sections of Govt. Secondary School, Santhalka, this year Aksh has setup five more e-learning class rooms in different govt. schools of Bhiwadi area.
Aksh in association with City Nursing Home also conducted first-aid awareness program and health check-up camp in 13 governmentschools in Bhiwadi and nearby area. Total 2793 beneficiaries (students) were covered under this drive. One of its kind, this drive covered all government schools for health check-up and awareness sessions on health & fitness.
With the continued support & efforts made by Aksh, this year (FY 2017-18) Govt. Secondary School, Santhalka was awarded the prestigious âExcellencein School Performance Award 2017-18â by Education Department, Government of Rajasthan.
Considering the availability of basic infrastructure in the school such as classrooms, library, adequate space for laboratory, drinking water facility and separate toilet facility for boys and girls, this year(FY 2017-18) the Govt. Secondary School, Santhalka has been upgraded to âSenior Secondaryâ level School.
Working for women empowerment under its CSR initiatives, âAkshâ in association with Singer India, Rotary Club of Bhiwadi and USCKM School isrunning a Skill Development Centre at UCSKM School, Bhiwadi. This Skill Development Centre is providing three months certificate course and six months diploma course in stitching & tailoring to promote women entrepreneurship. Presently 60 students are undergoing six months diploma course in stitching & tailoring and 56 students have been awarded diploma certificate this year (FY 2017-18).
Under Aksh CSR initiative âShiksha Hamara Swabhimanâ, the Company with continuous & dedicated aim of improving basic infrastructure of its adopted Govt. Senior Secondary School, Reengus, Govt. Girls Senior Secondary School, Reengus, Govt. Upper Primary School, Parsarampura, Govt. Senior Secondary School, Sargoth and Govt. Senior Seconrday School, Mau, has taken initiatives which includes roof-repairs, plasters, electricity fittng, colour painting, constructions of tin shed for morning prayer assembly, floor construction, construction of Boundary Wall and other repairing work, educational painting and other painting work, Plantation, installation of windows and doors, fan, establishment of Smart Classes in school classroom, RO and chilled water facility for Student etc.
Considering the availability of basic infrastructure in the school such as classrooms, computer lab, drinking water facility and separate toilet facility for boys and girls, this year (FY 2017-18) the Govt. Upper Primary school, Parsarampura has been upgraded to âSecondaryâ level School.
After the above mentioned improvements in various schools and increase in physical infrastructures of the school buildings and tremendous support schoolâs managements we are able to increase the nominations / admissions.
Aksh Optifibre Limited, Reengus received âAppreciation letterâ from district collector, Sikar for contribution in overall development of the various schools in Sikar District and honoured to appoint Aksh Optifibre Limited, Reengusas a member of the district education advisory committee.
Impressed by the infrastructural development and the work done by AKSH Optifibre Limited, Schools Staff started new initiative like summer Classes, Special Winter Classes, Smart classes, E-learning classes, Yoga Classes etc. As result of these activities and initiative, the examination result of board classes was rise up to 100% and student of class-12th Science, Ayushikumawat secured 93% Marks Making remarkable performer giving tough competition to private schools and she also secured first position at the tehsil level Shrimadhopur.
In addition of educational drive, a new initiative has also been taken by Aksh Optifibre Limited, Reengusand constructed a rest shelter with public urinals and toilets adjoining to Govt. Hospital Reengus.
Constructed shed was handed over to RMC for public use and got massive response from the local peoples &visitors. Even people of Reengus are very much delighted with this development of Aksh.
Aksh has also contributed for development of Atal Seva Kendra of Sargoth Gram Panchayat and make it a ideal Atal Seva Kendra by installing LED Display for conference meeting and provided modular furniture etc.
In order to improve the ecological balance Aksh continued its plantation drive âAksh Eco- Nationâ. So far Aksh planted more than 1,000 saplings during the financial year 2017-18. Aksh has also developed a park Situated in RIICO Industrial Area, Reengus.
Under the CSR initiative âLIGHT AND AIRâ through which we had selected Marudhar Mahila Shikshan Sangh, Vidhyawadi wherein we had illuminated whole Vidhyawadi School (School exclusively for Girls), in Pali district of Rajasthan with LED lights in the year 2016-17. Through this initiative, we have also made utmost efforts in spreading the awareness of energy efficiency among masses by utilizing LED lights and energy efficiency products in order to conserve energy.
In addition to it, this year we are making our best efforts in illuminating Government schools under Shiksha Sankul, Government of Rajasthan by equipping such schools with LED bulbs, lights and fans. Furthermore, we are also replacing the old and the existing lighting products with LED in order to ensure that there is adequate âLIGHT AND AIRâ available in schools and children may not be deprived of basic necessities. As a matter of fact, Aksh has installed as many as 500 nos. of 9W LED bulbs, 1200 nos. of 22W tubelights and 900 nos. of Energy Efficient Fans respectively. Continuing with such initiative, our Company is leaving no stone unturned in spreading awareness among the children for conserving energy to the extent possible.
The Education Department, Govt. of Rajasthan appreciated Akshâs valuable contribution in the field of Education and has bestowed the prestigious âBHAMASHAH AWARDâ for the fourth consecutive year to its service division Jaipur and FRP division Reengus on the occasion of Bhamashah Jayanti on 28.06.2018 at Birla Auditorium, Jaipur. The award was presented by Honorable Rajasthan Assembly Speaker - Shri Kailash Meghwal and State Education Minister - Shri Vashudev Devnani.
The statutory disclosures and an Annual Report on CSR activities is annexed herewith marked as Annexure -III.
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 as amended from time to time, 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.
(B) The ratio of the remuneration of each director to the median employeeâs 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, as amended from time to time, are forming part of this report as Annexure -IV.
EMPLOYEES STOCK PURCHASE SCHEME
During the year under review no shares have been granted, hence there was no vesting of Shares.
RISK MANAGEMENT
Well established Enterprise-wide Risk Management (ERM) framework by virtue of Risk Management Policy identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. In line with your Companyâs commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Committee / Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same through a properly defined framework.
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.
STATUTORY AUDITORS
At the Annual General Meeting held on December 26, 2017, pursuant to the provision of the Act and rules made thereunder, M/s BGG & Associates, Chartered Accountants, New Delhi (FRN: 016874N) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 35th Annual General Meeting.
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 had appointed M/s K G Goyal & Associates, as Cost Auditors for the Financial Year 2017-18 to audit the cost records of the Company and M/s Sanjay Gupta & Associates, appointed as Cost Auditors for the Financial Year 2018-19.
COST AUDIT COMPLIANCE
Pursuant to Sec. 148 of the Companies Act, 2013 read with Companies (Cost Audit) Rules 2014 including any statutory modifications thereof, the cost audit report for financial year ended March 31, 2018 would be filed with the Central Government within the prescribed time.
SECRETARIAL AUDITORS
The Company had appointed M/s Pooja Anand & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure - V to this Report. Further, the Company appointed M/s Himanshu Sharma & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2018-19.
INTERNAL AUDITORS
The Company had appointed M/s S C Kwatra & Associates, as Internal Auditors of the Company for the Financial Year 2017-18 and further re-appointed for the Financial Year 2018-19.
SECRETARIAL STANDARD OF ICSI
The Company is compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS -2) issued by The Institute of Company Secretaries of India approved by the Central Government.
RECOGNITION
The Companyâs manufacturing facilities continue to remain certified by independent and reputed external agencies as being compliant as well as aligned with the National and International standards for Quality Management System, Environmental Management System, Complaint Handling Management System and Occupational Health & Safety Management System, i.e. ISO 9001:2015, ISO 14001:2015, ISO 10002:2004 and BS OHSAS 18001 : 2007 respectively.
In addition to the above standards, Aksh Bhiwadi Manufacturing location got certified for TL 9000, The Telecom Quality Management System.
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 locations of Company.
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 - VI to this report.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure- VII to this Report.
LISTING
The Equity Shares of the Company continue to be listed at BSE Ltd and The National Stock Exchange Ltd. The Listing Fee has been paid to both of 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 Companies Act, 2013;
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;
Pursuant to the provisions of Sexual Harassment of Women in workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has duly constituted the Internal Complaints Committee and Your Directors further state that during the year under review there were no complaints/ cases pursuant to the said Act.
DIRECTORâS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and 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 profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; an
(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their appreciation to the contribution made by the employees towards overall growth 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 as we move forward to our new journey, while assuring our continued commitment to maintain healthy and fruitful relationship.
for Aksh Optifibre Limited
Dr. Kailash S. Choudhari
Date: August 9, 2018 Chairman
Place: New Delhi DIN: 00023824
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
ÂI. 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 Â
(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 Â
- 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 ÂIV.
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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