DIRECTORS' REPORT

Dear Shareholders,

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

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 th e com pan y's websi te at th e <http://www.akshoptifibre.com/corporate-governance.php>

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

Loans, Guarantees or Investments

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

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

Related Party Transactions

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

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

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

Directors

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

Meetings of the Directors

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

Appointments / Resignations from the Board

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

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

Declaration from Independent Directors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Appointments/ Resignations of the Key Managerial Personnel

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

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

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

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

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

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

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

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

Re-appointment/ Appointment of Directors

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

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

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

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

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

Performance Evaluation of the Board

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

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

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

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

Corporate Governance

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

Management Discussion and Analysis

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

Corporate Social Responsibility (CSR)

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

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

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

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

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

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

Employee Remuneration

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

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

Employees Stock Purchase Scheme

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

Risk Management

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

Consolidated Financial Statements

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

Auditors and Auditors' Report Statutory Auditors

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

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

Cost Auditors

The Company has appointed M/s. K.G. Goyal & Associates, as Cost Auditors for the financial year 2015­2016 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 co­operation 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