Dear Shareholders,
The Directors of your company are pleased to present the Thirty-Sixth
(36th) Annual Report together with the Audited Financial Statements of accounts
for the Financial Year ended March 31,2023.
The highlights of the performance of subsidiary companies and their
contribution to the overall 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 31,2023 is summarized below:
Rs. in Lakhs
| Particulars |
F.Y. ended 2022-23 |
F.Y. ended 2021-22 |
| Revenue from Operations |
27,371.21 |
30,119.67 |
| Other Income |
399.80 |
625.24 |
| Profit before Interest, Depreciation, Amortization,
Exceptional Items & Tax |
4,913.44 |
5,863.85 |
| Depreciation/ Amortization Expenses/ Impairment |
1,516.03 |
1,496.25 |
| Profit before Interest, Amortization, Exceptional Items &
Tax |
3,397.41 |
4,367.6 |
| Finance Cost |
1,255.36 |
1,976.18 |
| Profit/ (Loss) before Exceptional items & Tax |
2,142.05 |
2,391.42 |
| Exceptional Income/(Expenses) |
115.46 |
5.70 |
| Profit/ (Loss) before Tax |
2,257.51 |
2,397.12 |
| Income Tax |
581.68 |
658.77 |
| Deferred Tax (including MAT utilization) |
107.39 |
36.50 |
| Adjustment of tax relating to earlier periods |
25.91 |
- |
| Profit/ (Loss) after Tax (1) |
1,542.53 |
1,701.85 |
| Total Comprehensive Income (2) |
1,555.81 |
1,754.58 |
| Balance profit brought forward from previous year |
(14,970.04) |
(16,724.62) |
| Less : Transfer to Reserves |
- |
- |
| Less Dividend paid on Equity Shares |
- |
- |
| Less Dividend Distribution Tax |
- |
- |
| (Deficit)/ Surplus carried to Balance sheet |
(13,414.23) |
(14,970.04) |
OPERATIONAL HIGHLIGHTS
Your Company recorded a revenue of Rs. 27,771.01 Lakhs in the current
year against Rs. 30,744.91 Lakhs in the previous year.
The Company operates in two segments viz. Manufacturing and Services.
The revenue from Manufacturing segment stood at Rs. 21,431.99 Lakhs against Rs. 25,284.46
Lakhs in the previous year. The revenue of Service segment stood at Rs. 5,939.22 Lakhs
against Rs. 4,835.21 Lakhs in the previous year.
The EBIDTA of current year stood at Rs. 4,913.44 Lakhs and PAT at Rs.
1542.53 Lakhs.
DIVIDEND
In view of future prospects and growth, your Board of Directors have
decided not to recommend any dividend for the current financial year.
CHANGE IN THE NATURE OF BUSINESS
During the financial year, there has been no change in the nature of
business of the Company.
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves during the
financial year.
SUBSIDIARY COMPANIES
As on March 31, 2023, the Company has one Indian Wholly Owned
Subsidiary namely Aksh Composites 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 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).
The Company doesnt have any Associate or Joint Venture Company.
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 companys 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
arms 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 party transactions.
The policy on dealing with related party transactions as approved by
the Board may be accessed on the companys website at the link:
http://www.akshoptifibre.com/corporate-governance.php.
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 financial year by the Company and considering wholly
owned subsidiaries are exempt for the purpose of Section 188(1) of the Act. 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. However, all the transaction entered
by the company with related parties are provided under Note No. 35 of the financial
statement of the Company.
DIRECTORS
As on March 31, 2023, the Board of your Company has 7 Directors,
consisting of 1 Promoter-Chairman, 4 Independent Directors (including 1 Woman Independent
Director) and 2 Non-Executive Non-Independent Directors.
MEETINGS OF THE DIRECTORS
The Company had 5 (Five) Board Meetings during the financial year
202223, 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.
CHANGES IN DIRECTOR(s)/KMP
During the financial year 2022-2023, the following changes took place
in the constitution of the Board/ KMPs of the Company:
1. Mr. Charan Deep Singh resigned as Chief Financial officer (KMP) of
the Company w.e.f. May 13, 2022.
2. Mr. Anubhhav Raizada appointed as Company Secretary and Compliance
Officer (KMP) of the Company w.e.f. May 13, 2022.
3. Mr. Nikhil Jain appointed as Chief Financial Officer (KMP) of the
Company w.e.f. June 01,2022.
There was no change in Directors/ KMP, apart from those disclosed
above.
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
under sub-section (6) of Section 149 and Regulation 16(1)
(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and any amendment thereof.
2. that their names in the data bank of Independent Directors are
maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the
Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.
3. that they have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV to the Companies Act, 2013.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and that they hold
highest standards of integrity.
POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER
DETAILS
The Companys policy on directors appointment and remuneration and
other matters provided in section 178(3) of the Act have been disclosed in the corporate
governance report, which forms part of the Directors Report/ available on the website of
the Company at http://www.akshoptifibre.com/corporate-governance.php.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
No material changes and commitments have occurred after the closure of
the year till the date of this Report, which affect the financial position of the Company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC?)
During the Financial year, Some of the Operational Creditors preferred
an application under Section 9 of the Insolvency and Bankruptcy Code, 2016 to National
Company Law Tribunal (‘NCLT) against the Company. The Company had entered into
settlement agreement with some of the Operational Creditors and for rest the Company has
submitted its reply to NCLT.
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 Companys 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 in
Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Report on Management Discussion and Analysis 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.
From the beginning of CSR initiative, Aksh focus is on sustainable
improvement of Education, Health and Environment. More than 90% of the CSR Budget was
spent on these three activities. Under its CSR drives, Aksh worked to improve the health
of students studying in government schools and improve ecological balance by promoting
Organic Farming in Bhiwadi region.
In FY 2022-23, to improve the health & hygiene of students studying
in government schools Aksh under its CSR activities initiated Health Check Up drive in
more than six government schools covering more than 2000 students. Besides health check-up
Aksh also distributed Nutritious & Hygiene Kits among students (both male &
female). Under the drive Aksh imparted trainings & awareness sessions on First Aid,
Safety & Health & Good Habits, with the help of experts. Seminars on "Stress
Management" were also held in these schools where experts discussed methods on time
management & overcoming exam anxiety for better academic performance.
In FY 2022-23, to improve the environmental conditions & health of
local people in ‘Bhiwadi region Aksh motivated farmers in villages like Khajooriwas,
Khanpur, Saidpur, Jeevana to go for organic farming. Akshs drive "EK PAHAL-Mukti
Rasayano Sae" resulted in motivating many farmers to successfully initiate organic
farming in their fields. It is a big answer to the environmental sufferings caused by
ruthless use of chemical pesticides and synthetic fertilisers. Aksh with the help of
agriculture experts not only provided latest knowledge on the subject but also helped
local farmers with organic vegetable saplings, biological fertilisers, Vermi Compost and
effective pest control methods acquired through animal or plant waste. This drive got huge
support from farmers who made good return on their investments. Currently there is huge
demand of their organic products (vegetables) in Bhiwadi and people are enjoying organic
vegetables which are more nutritious, tasty, and good for health.
In FY 2022-23 at Akshs Service Division, Sitapura-Jaipur various
activities under CSR were undertaken. Prominent among them are:
1. Now a day the importance of sports is being increasingly recognized
in India from both fitness as well as educational point of view. Accordingly, to promote
the culture of sport among students Aksh sponsored district level Hockey tournament in
Alwar District of Rajasthan. Sports Uniform & Sports Kit were also distributed among
the needy students.
2. Under the ‘Mukhyamantri Chiranjeevi Yojana Aksh bought &
distributed health Insurance policies to families of weaker section of society living near
Aksh Sitapura Office. Under the scheme those insured can avail medical care for various
diseases up to Rs. 5 lakhs at registered hospitals for free.
3. Flag Distribution Activity: "Har Ghar Tiranga" Campaign is
a campaign under the Azadi ka Amrit Mahotsav to celebrate the 75th Independence Day by
hoisting National Flag at home. Contributing to the campaign under its CSR drive
‘Aksh distributed ‘Tricolour in all 33 districts of Rajasthan. The flags were
distributed in Schools, Gram Panchayat Bhawans & to people living in rural areas.
4. Under its CSR activities ‘Aksh on the occasion of Diwali
distributed dress & sweets to specially abled childrens of "Seth Anandilal
Poddar Mook Badhir Sansthan" Jaipur.
The statutory disclosures and an Annual Report on CSR activities is
annexed herewith marked as Annexure -II.
The CSR policy may be accessed on the Companys 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, a statement showing the names of the top ten employees in terms of
remuneration drawn and names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules forms part of this Report.
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. Any member interested in obtaining such information
may write to the Company to email id investor.relations@akshoptifibre.com.
RISK MANAGEMENT
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic objectives. Major risks
identified by the businesses and functions are addressed through mitigating actions on a
continuing basis. The Companys management systems, structures, processes, standards, code
of conduct and behaviours govern the conducts of the business of the Company and manages
associated risks.
CREDIT RATING
The Company has not taken any ratings during the financial year
2022-23.
CONSOLIDATED FINANCIAL STATEMENTS
As provided in the Indian Accounting Standard (Ind-AS) issued by the
Ministry of Corporate Affairs, on consolidated financial statements, the consolidated
financial statements are attached which form part of the Annual Report.
STATUTORY AUDITORS
At the 35th Annual General Meeting held on September 16, 2022, pursuant
to the provision of the Companies Act, 2013 and rules made thereunder, M/s P C Bindal
& Co., Chartered Accountants (FRN: 003824N) were appointed as Statutory Auditors of
the Company, who shall hold office till the conclusion of the 40th Annual General Meeting.
The Auditors report read with the relevant Notes to Accounts are
selfexplanatory and therefore do not require further explanation.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records & Audit) Rules, 2014 including any statutory modifications
thereof, the Company maintains accounts and records of the applicable products relating to
the business of Manufacturing of Fibre
Reinforced Plastic Rods. The Company is required to appoint a cost
auditor to audit the cost accounts and records of the applicable products of the Company.
The Company had appointed M/s Vimal K Gupta & Associates, as Cost
Auditors of the Company for the Financial Year 2022-23. Further, the Board has
re-appointed M/s Vimal K Gupta & Associates, as Cost Auditors of the Company for the
Financial Year 2023-24 subject to ratification of Audit fees in ensuing Annual General
Meeting.
SECRETARIAL AUDITORS
The Company had appointed M/s Jayant Gupta & Associates, Company
Secretaries, to conduct the Secretarial Audit for the Financial Year 202223. The
Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith
marked as Annexure - III to this Report.
Further, the Company has re-appointed M/s Jayant Gupta &
Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year
2023-24.
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 Companys 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 The Telecom Quality Management System,
Information Security Management System, Environmental Management System, Complaint
Handling Management System and Occupational Health & Safety Management System, i.e. TL
9000:2016, ISO 9001:2015, ISO 27001:2013, ISO 14001:2015, ISO 10002:2014 and ISO
45001:2018 respectively.
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-IV and is annexed to this report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
draft Annual Return as on March 31,2023 is available on the Companys website -
www.akshoptifibre.com.
Further, the Company shall upload the Certified Annual Return on the
website of the company 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 stock
exchanges.
MATERIAL ORDERS
During the year under review, no significant and material orders have
been passed by the regulators or courts or tribunals impacting the going concern status
and Companys operations in future.
Disclosures under the Companies Act, 2013, Rules thereunder and
Secretarial Standards
i. Your Company has not accepted any deposits covered under chapter V
of the Companies Act, 2013;
ii. Your Company has not issued equity shares with differential voting
rights, dividend or otherwise;
iii. Your Company has not issued shares (including sweat equity shares)
to employees of the company under the ESOS scheme or otherwise;
iv. During the year, the auditors, the secretarial auditors and cost
auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014.
v. There is no qualification in the Reports provided by the Auditors
for the financial year ended March 31,2023.
vi. Consequent to the cash crunch faced by the company resulting into
bank defaults, Company has submitted Restructuring proposal to the consortium of lenders
which is under their consideration.
vii. The following information is given in the Corporate Governance
Report forming part of this Report:
a) The performance evaluation of the Board, the Committees of the
Board, Chairperson and the individual Directors;
b) The Composition of Committee(s); and
c) The details of establishment of Vigil Mechanism.
viii. 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 filed/pending pursuant to the said
Act.
UNCLAIMED DIVIDEND
As on March 31,2023, The details of amount lying in the unpaid dividend
accounts of the Company in respect of last seven years are as under:
| Financial Year |
Nature of Dividend |
Amount in Rs. as on March 31, 2023 |
Date of transfer to Unpaid Dividend account |
Due date of transfer to IEPF |
| 2017-18 |
Final Dividend |
6,05,360.30 |
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 and Refund)
Rules, 2016, the dividend, which remains unpaid or unclaimed for a period of seven years
from the date of transfer to the unpaid dividend account of the Company, is required to be
transferred to IEPF. Further, all shares in respect of which dividend has not been paid or
claimed for seven consecutive years or more are required to be transferred by the Company
to the demat account of IEPF Authority.
DIRECTOR?S 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; and
(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 |
| Date: July 26, 2023 Place: New Delhi |
Dr. Kailash Shantilal Choudhari Chairman
DIN: 00023824 |
+91-9892691696
