Aksh Optifibre Ltd Directors Report.

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 1 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 (796.88)
APAksh Broadband Limited with the Company
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 Companys 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. Chinas 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 "big-5" 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 Indias Digital India 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 shifting Indian market to A grade lens at competitive prices, round 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 seffing-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 Honble 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 Honble 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-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, 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 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 policy 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

All Related Party Transactions entered during the year were on arms 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 Directors 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 Companys 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 Companys website at the link: http://www.akshoptifibre.com/corporate-governance.php

In order to improve the ecological balance in Bhiwadi Industrial Area, 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 Akshs 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 Muskaan, 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 Gyantantra Digital Dost.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 "Excellencein School Performance Award 2017-18" 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 "Senior Secondary" level School.

Working for women empowerment under its CSR initiatives, Aksh 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 "Shiksha Hamara Swabhiman", 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 fiffing, 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 "Secondary" level School.

After the above mentioned improvements in various schools and increase in physical infrastructures of the school buildings and tremendous support schools managements we are able to increase the nominations / admissions.

Aksh Optifibre Limited, Reengus received "Appreciation letter" 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 "Aksh Eco- Nation". 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 "LIGHT AND AIR" 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 "LIGHT AND AIR" 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 Akshs valuable contribution in the field of Education and has bestowed the prestigious "BHAMASHAH AWARD" 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 employees 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 Companys 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 Meefings of the Board of Directors (SS - 1) and General Meefings (SS -2) issued by The Insfitute of Company Secretaries of India approved by the Central Government.

RECOGNITION

The Companys manufacturing facilifies confinue to remain cerfified by independent and reputed external agencies as being compliant as well as aligned with the Nafional and Internafional standards for Quality Management System, Environmental Management System, Complaint Handling Management System and Occupafional Health & Safety Management System, i.e. ISO 9001:2015, ISO 14001:2015, ISO 10002:2004 and BS OHSAS 18001 : 2007 respecfively.

In addifion to the above standards, Aksh Bhiwadi Manufacturing locafion got cerfified for TL 9000, The Telecom Quality Management System.

INDUSTRIAL RELATIONS

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

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

The parficulars relafing to conservafion of energy, technology absorpfion, 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 confinue to be listed at BSE Ltd and The Nafional Stock Exchange Ltd. The Lisfing Fee has been paid to both of the stock exchanges.

GENERAL

Your directors state that no disclosure or reporfing is required in respect of the following items as there were no transacfions 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 (Prevenfion, Prohibifion and Redressal) Act, 2013, the Company has duly consfituted 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.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparafion of the annual accounts, the applicable accounfing standards had been followed along with proper explanafion relafing to material departures;

(b) The directors had selected such accounfing policies and applied them consistently and made judgments and esfimates 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 accounfing records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecfing fraud and other irregularifies;

(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 effecfively.

(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 appreciafion to the contribufion made by the employees towards overall growth of the company.

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

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

for Aksh Optffibre Limited
Dr. Kailash S. Choudhari
Date: August 9, 2018 Chairman
Place: New Delhi DIN: 00023824