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Aksh Optifibre Ltd.

BSE: 532351 Sector: Engineering
NSE: AKSHOPTFBR ISIN Code: INE523B01011
BSE 00:00 | 20 May 10.56 0.35
(3.43%)
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10.41

HIGH

10.62

LOW

10.40

NSE 00:00 | 20 May 10.50 0.25
(2.44%)
OPEN

10.35

HIGH

10.90

LOW

10.35

OPEN 10.41
PREVIOUS CLOSE 10.21
VOLUME 31826
52-Week high 15.89
52-Week low 6.62
P/E 10.15
Mkt Cap.(Rs cr) 172
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.41
CLOSE 10.21
VOLUME 31826
52-Week high 15.89
52-Week low 6.62
P/E 10.15
Mkt Cap.(Rs cr) 172
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aksh Optifibre Ltd. (AKSHOPTFBR) - Director Report

Company director report

Dear Shareholders

The Directors of your company are pleased to present the 34th Annual Report togetherwith the Audited Financial Statement of accounts for the Financial Year ended March 312021.

The highlights of the performance of subsidiary companies and their contribution to theoverall performance of the Company for the financial year are appended herewith.

FINANCIAL RESULT

The financial performance of the Company for the financial year ended March 31 2021is summarized below:

Particulars F.Y. ended 2020-21 F.Y. ended 2019-20
Revenue from Operations 24646.49 24996.88
Other Income 632.72 517.56
Profit before Interest Depreciation Amortization Exceptional Items & Tax 4112.87 2686.39
Depreciation/ Amortization Expenses/ Impairment 1554.17 1713.22
Profit before Interest Amortization Exceptional Items & Tax 2558.70 973.17
Finance Cost 2163.27 2634.66
Profit/ (Loss) before Exceptional items & Tax 395.43 (1661.49)
Exceptional Income/(Expenses) (87.16) (23595.16)
Profit/ (Loss) before Tax 308.27 (25256.65)
Income Tax - -
Deferred Tax (including MAT utilization) 68.09 (485.79)
Adjustment of tax relating to earlier periods 17.50 2.46
Profit/ (Loss) after Tax (1) 222.68 (24773.32)
Total Comprehensive Income (2) 241.89 (24933.96)
Balance profit brought forward from previousyear (16966.51) 7978.60
Less : Transfer to Reserves - -
Less Dividend paid on Equity Shares - -
Less Dividend Distribution Tax - -
(Deficit)/ Surplus carried to Balance sheet (16724.62) (16966.51)

OPERATIONAL HIGHLIGHTS

Financial year 2020-21 closed with revenue of Rs 25279.21 Lakhs EBIDTA of Rs.4025.71 Lakhs and PAT of Rs 222.68 Lakhs. The manufacturing business earned revenues ofRs. 20590.27 Lakhs.

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

DIVIDEND

The directors are unable to recommend any dividend in view of the in adequate Profitsin the current FinancialYear.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

FUTURE OUTLOOK

Optical Fibre and Cable division

While industries across telecom sector focused to bounce back and build a positivedemand cycle as compared to 2019 & 2018 there was no real progress. The overalldemand stood marginally below the levels of 2019. This was mainly due to economies shutdown globally due to second wave of

COVID-19 . The aim to deploy 5G networks was also postponed given the unpreparedness onthe fiber networks unavailability of use cases to cover the costs and unstable 4Gnetworks. Hence the projects focus and efforts in the upcoming year would be on theseaspects.

According to the various market intelligence report the Optical fiber and cableindustry is expected to grow at a CAGR of 15%-20% with base year as 2020 until 2027.Asia-Pacificaccounts for approx. 57% of the consumer market of optical fiber cables whichfollowed by Europe and North America. In terms of application FTTx leads the way and isfollowed by Local Access Networks. China which not only dominates the regional opticalfiber cable market but also the global market significantly affects the prices acrossglobe. Increasing gap between demand and capacity of preform has shifted Chinesemanufacturers focus to global market and thereby weakening the prices of a key rawmaterial which is used to manufacture optical fiber.

Increasing demand in FTTx & telecom segment will be primarily responsible for suchhigh growth rate. Strategic partnerships between public and private players can helpdeploy fiber at a much faster rate while also sharing the risk of carrying high valuedinfrastructure. Innovation in fiber and fiber and defense.

Manufacturers of optical fiber diameters in order to increase the fiber density andincreasing the data carrying capacity hence helping the telecom companies to upgrade thembackhaul networks at a much faster rate. The explosion of data traffic from differentsegments such as end-consumer usage increasing use of OTT platforms & videoconferencing and businesses understanding the need ofcloudispressuringthedemandtoshifttofibernetworks from traditional microwave and coppernetworks.

The Indian segment's demand is set to reach the levels of 2018. Multiple factors willbe responsible for such growth in demand:

Prime Minister's vision to connect every Village by Optical Fibre cable in 1000 days

Given the impact of 2nd wave of COVID-19 and reports of a third wave consumers willlook forward to have a broadband connection for seamless flow of data. Major ISPs arelooking forward to consume large share of this data network build.

The push for 5G rollout is renowned. As the 5G auctions are delayed the industry hasmore time to strengthen their existing networks.

India's vision to promote data localization and to become a global data hub is pushingthe demand to higher levels in data center segments.

Smart Cities mission although had huge impact of COVID-19 may now resume.

FRP Business

The fiberglass reinforced plastic (FRP) material is a combination of two components:resin and glass fibers. FRP Rod is used as a central strengthening member or embedded in asheath. It is a di-electric strengthening fiberoptic cable. FRPmember strengthening usedmembers are also widely used in various cables for last mile connectivity. The demand forFRP rod was mainly driven by emerging regions such as APAC US and Middle East.

The FRP rod demand in India is directly proportional to the Optical fibre cable demandin India. Specifically the increasing last mile cables i.e

FTTH cables is drivinig the demand up in the coming future. The world's largestbroadband project undertaken by the Government of India

BharatNet aims to connect 2.5 lakhs gram panchayats with optical fibre.

As of June 2021 the OFC cable for approx. 77000 Gram panchayats is yet to be laidout. This would surely have a significant impact on the demand FRP rods.

The FRP rod is one of the key raw material in the Optical fibre cables. The demand forthese rods are highly dependent on the Optical fibre cables. The last mile penetration inIndia is far below compared to China and US. These forms the base which would drive theFRP rod demand up in the coming future.

Services Business

The COVID-19 pandemic has forced the organizations and individuals to create anenvironment where everyone will have to avail most of the services online. The brick andmortar stores will be affected a lot by this shift but there are many services whichpresently are not available online. The other reason is the connectivity based oninternet/basic telephone cables is in focus to cater to new markets such as powerfacilities and IT hardware in rural areas is still very low. According to the TRAI therural tele-density stood at 59.31% at the end of January 2021 up from 58.85% at the endof December 2020. The key drivers such asaretryingtobuildfiberwithleast possible work fromhome & the need for high speed broadband will require the expansion of FTTH services.Smart city solution and OFC networking solutions shall increase day by day as every civicauthority may require to build the services online which helps them in monitoring thesystem and data collected to add more value to the existing services. Video conferencingsolutions and MPLS Connectivity shall increase day by day. As the demand of high-speedinternet is increasing the competition is getting tough in ISPs and TSPs space. Theexisting TSP are focusing to expand their OFC network to cater high speed broadband demand. India got hit by the second wave of COVID-19 which led to another one and half months oflockdown across the country. Many companies are looking forward to keep the"Work-from-Home" scenario going on in order to prevent the spread of the deadlyvariants of the virus. Therefore the demand in the last mile segment continues to growwhich eventually means more OFC laying will in focus by various segments of the telecomindustries.

Lens Division

According to the Technavio Research study expected to grow at a CAGR of 4% until 2024growing by a value of US $3.21 billion. Asia-Pacific is one of the segments with a hugeopportunity owing to number of small and medium scale lens manufacturers and the geographyis expected to contribute to almost 43% of the entire demand. 90% of the ophthalmic lensesfrom China and given the government's focus on "Make in India" initiative lotof customers would be looking forward to buy from an Indian manufacturer. Apart from thisthe anti-China sentiments and the rise of Atmanirbhar Bharat which asks individuals andorganizations to be vocal for local and the 80% lesser lead-time of India compared toChina along with better after sales services will drive the demand up for the lensmanufactures. With these key drivers there is a possibility that the prices of lens willincrease by 5-10% which would help increase the margins of the manufacturer.

SUBSIDIARY COMPANIES

. As on March 31 2021 Company has One Indian Wholly Owned Subsidiary namely AkshComposites Private Limited and Three Overseas Wholly Owned Subsidiary namely AOL-FZE'incorporated in

SAIF Zone Sharjah (U.A.E) AOL Technologies FZE incorporated in JAFZA UAE (MaterialSubsidiary) and Aksh Technologies (Mauritius)

Limited incorporated in Mauritius.

The Company also has one Step Down Subsidiary namely AOL

Composites (Jiangsu) Co. Ltd incorporated in China (Subsidiary of AOL-FZE UAE).

A report on highlights of performance and their contribution to the overall performanceof the Company as per Companies Act 2013 is provided in the prescribed format FormAOC-1 is annexed herewith as Annexure - I. The policy for determining materialsubsidiaries as approved may be accessed on the company's 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 Section186 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 thefinancial year with related party(s) were in ordinary course of business and on arm'slength basis. During the year the Company did not enter into any contracts / arrangements/ transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions.

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

All Related Party Transactions entered during the year were on arm's length basis. Nomaterial Related Party Transactions (transaction(s) exceeding ten percent of the annualconsolidated turnover of the Company as per last audited financial statements) wereentered during the year by the Company and considering wholly owned subsidiaries areexempt for the purpose of Section 188(1) of the Act. Accordingly disclosure of RelatedParty Transactions as required under section 134(3)(h) of the

Companies Act 2013 in Form AOC-2 is not applicable. However all the transactionentered by the company with related parties are provided under Note No. 34 of thefinancial statement of the Company.

DIRECTORS

As on March 31 2021 the Board of your Company has 7 Directors consisting of 1Promoter-Chairman 4 Independent Directors (including 1 Woman Director) and 2Non-Executive-Non-Independent Director.

MEETINGS OF THE DIRECTORS

The Company had 6 (Six) Board Meetings during the financial year under review thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.

APPOINTMENTS / RESIGNATIONS & CESSATION FROM THE

BOARD / KMPs

During the year 2020-2021 under review the following changes took place in theconstitution of the Board/ KMP's of the Company.

1. Mr. Ankit Rawat Non-Executive - Independent Director resigned from the Board of theCompany w.e.f. August 8 2020.

2. Ms.Yamini Agarwal Non-Executive - Independent Director Ceased to be the Director ofthe Company w.e.f. September 21 2020.

3. Mr. Arvind Gupta Non-Executive - Independent Director resigned from the Board ofthe Company w.e.f. September 5 2020.

4. Mr. Charan Deep Singh appointed as Additional Director in the capacity ofNon-Executive - Independent Director on May 25 2020 and resigned from the Board of theCompany w.e.f. February 10 2021.

5. Mr. Pramod Kumar Srivastava appointed as Chief Executive officer (KMP) of theCompany as on April 012020.

6. Mr. Sudhir Kumar Jain appointed as Chief Financial Officer (KMP) of the company May29 2020 and resigned from the position on August 14 2020.

7. Mr. Sanjay Banka appointed as Chief Financial Officer (KMP) of the company August14 2020 and resigned from the position on November 30 2020.

8. Mr. Mukesh Gupta appointed as Chief Financial Officer (KMP) of the company December1 2020 and resigned from the position on February 10 2021.

9. Ms. Anuja Bansal and Mr. Sanjay Katyal were appointed as

Additional Director (in the capacity of Non- Executive Independent Director) w.e.f.from June 9 2020 for a period of 5 years and regularized on September 21 2020 in the33rd Annual General Meeting of the Company.

10. Mr. Satyendra Kumar Gupta was appointed as an Additional Director of the Company onDecember 1 2020. The appointment of Mr. Gupta was approved by the shareholders throughPostal Ballot on January 6 2021.

11. Mr. Harvinder Singh (DIN: 08443544) and Mr. Sunil Puri (DIN: 09056198) wereappointed as an Additional Director (in capacity of Non-Executive Independent Director)w.e.f. February 10 2021 for a period of 5 years subject to the approval of shareholdersin the General Meeting.

12. Mr. Rikhab Chand Mogha Director (DIN: 08579064) is due for retirement at theforthcoming AGM and has offered himself for reappointment.

After the closure of Financial Year 2020-21:

1. The Board of Directors of the Company has appointed Mr. Charan

Deep Singh as Chief Financial Officer (KMP) of the Company w.e.f

August 6 2021.

2. Mr. Pramod Kumar Srivastava resigned as Chief Executive officer (KMP) of the Companyw.e.f. August 6 2021.

3. 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:

1. that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 and Regulation 16(1) (b) of the SEBI (Listing Obligationsand Disclosure Requirements)

Regulations 2015 and any amendment thereof.

2. that they have complied with the Code of Conduct for Independent Directorsprescribed in Schedule IV to the Companies Act 2013. The Board is of the opinion that theIndependent Directors of the

Company possess requisite qualifications experience and expertise and that they holdhighest standards of integrity.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other mattersprovided in section178(3) of the Act have been disclosed in the corporate governancereport which forms part of the Directors' Report / available on the website of theCompany at http://www.akshoptifibre.com/corporate-governance.php.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT

There are no material changes occurred between the end of financial year and the dateof Director's Report except as already provided in the report.

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a policy for performance evaluation of Independent DirectorsChairman Board Board Committees and other Individual Directors which include thecriteria for performance evaluation of the Non-Executive Directors and ExecutiveDirectors.

Based on the policy for performance evaluation of Independent Directors the BoardBoard Committees and other Individual Directors a process of evaluation was followed bythe Board for its own performance and that of its Committees and Individual Directors.

The statement indicating the manner in which formal annual evaluation of theDirectors the Board and Board level Committees was carried out are given in detail inthe 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.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the

Secretarial Auditors certifying the compliance of Corporate Governance enumerated inRegulation 34(3) and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) 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 ofthe Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted Corporate Social Responsibility Committee as per Section135 of the Companies Act 2013 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The Company has Corporate Social Responsibility Policy (CSR Policy)elaborating the activities to be undertaken by the company in furtherance and duedischarge of its corporate social responsibility. From beginning of CSR initiative Akshfocus was on sustainable improvement of Education and Environment. More than 80% of theCSR Budget was spent on these two activities. As a result Aksh supported schools andtrees planted by Aksh and its associates are in self-sustainable position. In order toimprove the environmental conditions in ‘Bhiwadi Industrial Area' Aksh continued itsplantation drive ‘Upvan' this year also. Aksh planted more than 29000 saplings duringthe financial year 2020-21 with vehemently supported by BMA & its member industriesmany social institutions like Lions Club Rotary Club Rotary Shakti Indian MedicalAssociation many Govt. & Private Schools & social activists.

Aksh Optifibre Limited under its Health & Sanitation program installed oneindustrial RO Purifier & Water Cooler at Police Line Bhiwadi to support CoronaWorriers.

In the area of educational development drive Under "Shiksha HamaraSwabhiman" the Company has continued Computer literacy project with the help ofComputershiksha.org (An NGO with the team of professionals having rich varied backgroundwho offers Computer Literacy programs as a service to schools) at Govt. Sr. Sec SchoolReengus and Govt.

School Sargoth having excellent facility of online computer education system and almostmore than 650 Students have got certified till yet.

As a continuous clean and green initiative of Aksh Eco-nation project Aksh Plantedmore than 40000 trees at nearby locations of Reengus. Also regular maintenance and up-keephas been done of the park adopted by Aksh in RIICO industrial area Reengus. Apart fromabove company has done necessary development by providing some necessary supports neededfor the development of Covid Vaccination centre of Govt. Hospital Reengus.

The Digital India Programme is a flagship programme of Government of

India with a vision to transform India into a digitally empowered society and knowledgeeconomy.

Aksh Optifibre Limited feels immensely proud in contributing towards

Digital India platform under CSR initiative by making available and providing 437numbers of Single finger scanners (electronic devices) which is a core essential fordigital payment. The devices provided by AKSH are also serving as an employment to ruralpersons as the said devices are used in Banking services and banking facilities areprovided to the citizens by accessing through Single-finger scanner. BusinessCorrespondents (BCs) are retail agents who represent banks and are responsible fordelivering banking services at locations other than a bank branch/ATM. BCs support banksin providing its limited range of banking services at affordable cost. Thus they arepivotal in promoting financial inclusion. According to the RBI's mandate the productsoffered by BCs include Small Savings Accounts Fixed Deposit and Recurring Deposit withlow minimum deposits Remittance to any BC customer Micro Credit and General Insurance.The BC model helps banks in bringing door-step delivery of services especially ‘cashin - cash out' transactions in areas which are to nearer to the rural population thusresolving the issue of last-mile delivery.

The statutory disclosures and an Annual Report on CSR activities is annexed herewithmarked as Annexure -II.

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

EMPLOYEE REMUNERATION

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. Any member interested in obtaining such information may write tothe Company to email id investor.relations@akshoptifibre.com .

RISK MANAGEMENT

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives.

Major risks identified by the businesses and functions are addressed through mitigatingactions on a continuing basis. The Company's management systems structures processesstandards code of conduct and behaviours govern the conducts of the business of theCompany and manages associated risks.

CREDIT RATING

The Company has not taken any ratings during the financial year2020-21.

CONSOLIDATED FINANCIAL STATEMENTS

As provided in the Accounting Standard issued by the Institute of

Chartered Accountants of India (ICAI) on consolidated financial statements theconsolidated 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 ofthe Companies Act and rules made thereunder M/s

BGG & Associates Chartered Accountants New Delhi (FRN: 016874N) were appointed asStatutory Auditors of the Company to hold office till the conclusion of the 35th AnnualGeneral Meeting. The Auditor's report read with the relevant Notes to Accounts areself-explanatory and therefore do not require further explanation. However with regardsto the observation raised by the Statutory Auditors Company wish to report that Due toCovid-19 Pandemic there were Lockdown and travel restrictions. Hence management was notable to get the estimated carrying value of assets so no impairment testing wasperformed. Management will take necessary actions once the Covid related travellingrestrictions will normalise. The statement on impact of

Audit qualification has been disseminated to the stock exchanges and can be referred.

COST AUDITORS

The Company had appointed M/s Sanjay Gupta & Associates Cost Auditors of theCompany for the Financial Year 2020-2021. Further The Company has appointed M/s K G Goyal& Associates as Cost Auditors of the Company for the Financial Year 2021-22.

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 auditreport for financial year ended March 31 2021 would be filed with the Central Governmentwithin the prescribed time.

SECRETARIAL AUDITORS

The Company had appointed M/s Himanshu Sharma & Associates Company Secretaries toconduct the Secretarial Audit for the Financial

Year 2020-21.The Secretarial Audit Report for the financial year ended

March 31 2021 is annexed herewith marked as Annexure –III to this Report.Further the Company has appointed M/s Jayant Gupta & Associates

Company Secretaries to conduct the Secretarial Audit for the financial year 2021-22.

SECRETARIAL STANDARD OF ICSI

The Company is in compliance with all the mandatory Secretarial

Standards issued by The Institute of Company Secretaries of India.

RECOGNITION

The Company's manufacturing facilities continue to remain certified by independent andreputed external agencies as being compliant as well as aligned with the National andInternational standards for The Telecom Quality Management System Information SecurityManagement System Environmental Management System Complaint Handling Management Systemand Occupational Health & Safety Management System i.e. TL 9000:2016 ISO 9001:2015ISO 27001:2013 ISO 14001:2015 ISO 10002:2014 and ISO 45001:2018 respectively.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognizesand appreciates the sincerity hard work loyalty dedicated efforts and contribution ofall the employees during the year.The Company continues to accord a very high priority toboth industrial safety and environmental protection and these are ongoing process at thelocations of Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION

FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings & outgo as required to be disclosed under the

Act are provided in Annexure –IV to this report.

COPY OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the draft AnnualReturn as on March 31 2021 is available on the Company's website - www.akshoptifibre.com.

Further the Company shall upload the Certified Annual Report on the website of thecompany after filing of same with Registrar of Companies in due course.

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 stockexchanges.

MATERIAL ORDERS

During the year under review no significant and material orders have been passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

Further the appeal filed with Securities Appellate Tribunal (SAT) against the SEBIOrder No. WTM/AB/EFD-1/DRA1/11/2019-20 dated June 28 2019 and Order No/GR/AE/2019-20/7073-7078 dated February 28 2020 is pending with SAT as on March 31 2021.However against the monetary penalty promoter of the Company has already offered hisshares worth approx. Rupees 15 Crore to SEBI as security and SEBI has also marked a lienon such shares till final disposal of the matter.

Statutory intimation has also been made to stock exchanges in this regard. The othernoticees have also deposited their amount of penalty with SEBI which is also underprotest.

Disclosures under the Companies Act 2013 Rules thereunder and Secretarial Standards

i. Your Company has not accepted any deposits covered under chapter V of theCompanies Act 2013;

ii. Your Company has not issued equity shares with differential voting rights dividendor otherwise;

iii. Your Company has not issued shares (including sweat equity shares) to employees ofthe company under the ESOS scheme or otherwise; iv. During the year the auditors thesecretarial auditors and cost auditors have not reported any fraud under Section 143(12)of the Companies Act 2013 and the Companies (Audit and Auditors) Rules 2014.

v. There are no qualification in the Reports provided by the Auditors for the financialyear ended March 31 2021 except the report of Statutory Auditors.

vi. Consequent to the cash crunch faced by the company resulting into bank defaultsCompany has submitted Restructuring proposal to the consortium of lenders which is undertheir consideration.

vii. The following information is given in the Corporate Governance Report forming partof this Report:

i) The performance evaluation of the Board the Committees of the Board Chairpersonand the individual Directors

ii) The Composition of Audit Committee; and

iii) The details of establishment of Vigil Mechanism.

Pursuant to the provisions of Sexual Harassment of Women in workplace

(Prevention Prohibition and Redressal) Act 2013 the Company has duly constituted theInternal Complaints Committee and Your Directors further state that during the year underreview there were no complaints/ cases filed/pending pursuant to the said Act.

UNPAID/UNCLAIMED DIVIDEND

The details of amount lying in the unpaid dividend accounts of the Company in respectof last seven years are as under:

Financial Year Nature of Dividend Date of transfer to Unpaid Dividend account Due date of transfer to IEPF
2013-14 Final Dividend 03.11.2014 03.11.2021
2017-18 Final Dividend 25.10.2018 25.10.2025

Pursuant to Section 124 of the Companies Act 2013 read with the

Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 the dividend which remains unpaid or unclaimed for a period of sevenyears from the date of transfer to the unpaid dividend account of the Company is requiredto be transferred to IEPF. Further all shares in respect of which dividend has not beenpaid or claimed for seven consecutive years or more are required to be transferred by theCompany to the demat account of IEPF Authority.

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make thefollowing statements in terms ofSection 134 (5) of the Companies Act 2013:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

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

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof 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 thecontribution made by the employees towards overall growth of the company.

Your Directors would also like to express a profound sense of appreciation andgratitude to all the stakeholders for the patronage and for the commitment shown insupporting 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 ournew journey while assuring our continued commitment to maintain healthy and fruitfulrelationship.

for Aksh Optifibre Limited
Dr.Kailash S. Choudhari
Date: August 6 2021 Chairman
Place: New Delhi DIN: 00023824

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