Aksh Optifibre

The Directors are pleased to present the 21st Annual Report together
 with the Audited Accounts for the financial period ended 30th
 September, 2007.
 
 FINANCIALRESULTS (Rs. in Lacs)
 
 Particulars                                 Period ended     Year ended
                                             30.09.2007       31.03.2006
                                             (18 months)      (12 months)
 
 Turnover                                      12748.02         11316.08
 Profit before interest & depreciation          2322.11          3101.67
 Interest                                      (1092.84)         (311.36)
 Depreciation                                  (1088.65)         (562.26)
 Profit before Tax                               140.62         82228.05
 Provision for Tax including Deferred             65.29           742.11
 Fringe Benefit Tax                                8.67             3.13
 Net Profit/Loss after Tax                        66.66          1482.82
 Balance (Loss) / Profit brought forward 
 from Previous years                             390.13           (3.43) 
 Balance of Profit & Loss Account of 
 erstwhile Aksh Broadband
 Limited                                         408.49             --
 Debenture Redemption Reserve written back       500.00             --
 Profit available for appropriation             1365.28         1479.39
 
 Appropriations:
 Transfer to general reserve                       --            250.00
 Proposed Dividends                              214.81          385.66
 Distribution Tax                                 36.51           54.09
 Transfer to Debenture Redemption Reserve           --           399.50
 Surplus carried to Balance Sheet               1113.96          390.13
 
 Operational Review
 
 During the period under review, your Company has achieved a turnover of
 Rs 12,748.02 lacs as compared to a turnover of Rs. 11316.08 lacs during
 the previous year. The turnover was lower primarily due to delay in
 finalizatioh of tenders by the Telecom companies. Net Profit after Tax
 (PAT) during the year under review was Rs. 66.66 lacs.
 
 Dividend
 
 Your Directors are pleased to recommend a dividend @ 10% (i.e. 50 paisa
 per share) on 42962324 Equity Shares of Re. 5 each absorbing Rs. 214.81
 Lacs. The total dividend payout for the year under review is Rs. 250.32
 Lacs inclusive of dividend tax thereon. The dividend will not suffer
 tax in the hands of the shareholders.
 
 Scheme of Amalgamation
 
 During the period under review, the company has under the provisions of
 Sections 391 to 394 of the Companies Act, 1956, and with the approvals
 of the shareholders and creditors as also of the Honble High Court of
 Judicature at Rajasthan and Delhi, has merged and acquired, through the
 Scheme of Amalgamation (the Scheme) the undertaking of Aksh Broadband
 Limited into itself. The shareholders of erstwhile Aksh Broadband
 Limited were allotted equity shares in the ratio of 7:2 shares in the
 Company, in terms of the Scheme and are listed on the Stock
 Exchanges.The successful implementation of the Scheme of Amalgamation
 has resulted in enhancement of shareholder value.
 
 Equity Share Capital
 
 During the year, the Company has allotted 714032 equity shares of Rs.
 5/- each at a price of Rs. 62/- per share upon part conversion of
 FCCBs.
 
 The Company, during the year, has issued 2,02,10,400 equity shares of
 Rs. 51- each to the shareholders of erstwhile Aksh Broadband limited
 (ABL) consequent upon the amalgamation of ABL with the Company.
 
 Accordingly, the Authorised Share Capital of the Company was increased
 from Rs. 25 crores to Rs. 30 crores.
 
 Subsidiaries
 
 During the period, APAKSH Broadband Limited became a subsidiary of the
 Company consequent to merger of Aksh Broadband Limited with your
 Company.
 
 The Statement pursuant to Sec. 212 of the Companies Act, 1956 and the
 Audited Statements of Accounts along with the Report of the Board of
 Directors and Auditors Report thereon on the Subsidiary Company have
 not been annexed as the same have not been made available by the
 subsidiary Company, Your Company has made necessary application to the
 Ministry of Corporate Affairs seeking dispensation from the compliance
 of Sec. 212 (1) with respectto attachment of audited statements of
 Accounts along with the Report of the Board of Directors and Auditors
 Report thereon .
 
 Consolidated Financial Statements
 
 As provided in the Accounting Standard ( AS-21) , a subsidiary is
 excluded from consolidation when the control is intended to be
 temporary because the subsidiary is acquired and held exclusively with
 the view to its subsequent disposal in the near future. As the
 investment in the subsidiary is of temporary nature, the consolidated
 financial statements have not been prepared and attached.
 
 Fixed Deposits
 
 The Company has not accepted any fixed deposits during the period under
 review.
 
 Directors
 
 During the year under review, Mr.Vinod Kapur, was co-opted as
 Additional Director w.e.f. 24th February, 2007. Mr. Vinod Kapur
 resigned from the Directorship of the Company w.e.f.  28th July, 2007.
 Your Directors place on record the appreciation for contribution made
 by Mr. Kapur.
 
 Mr. Narendra Kumbhat has been co-opted as an Additional Director with
 effect from 24th November, 2007 on the Board of Directors of your
 Company, to hold office upto the date of the ensuing Annual General
 Meeting The Company has received a notice in writing from a member
 proposing the candidature of Mr. Kumbhat for the office of Director,
 liable to retire by rotation.
 
 In accordance with the requirements of the Companies Act, 1956, and
 Articles of Association of the Company, Mr.  P.F.Sundesha, and Mr.
 Sanjay Kalra, Directors retire by rotation at the ensuing Annual
 General Meeting and being eligible, offers themselves for
 reappointment.
 
 Auditors
 
 Your Companys Statutory Auditors, M/s P. C. Bindal & Co., Chartered
 Accountants, retire at the conclusion of the forthcoming Annual General
 Meeting and are recommended for re-appointed as Auditors of the Company
 for the financial year 2007-08. The company has received a certificate
 from them to the effect that their reappointment, if made, would be
 within the limits prescribed under Section 224(1 B) of the Companies
 Act, 1956.
 
 Auditors Report
 
 The Notes on Accounts appearing in Schedule N and referred to in the
 Auditors Report are self-explanatory, and therefore do not call for any
 further comments or explanations.
 
 Conservation of Energy, Research & Development, Technology Absorption,
 Foreign Exchange Earnings & Outgo
 
 The particulars as prescribed under Section 217 (1) (e) of the
 Companies Act, 1956, read with the Companies (Disclosure of particulars
 in the Report of the Board of Directors) Rules, 1988, are set out in
 the Annexure A and form an integral part of this report.
 
 Particulars of Employees
 
 As required under the provisions of Section 217(2A) of the Companies
 Act 1956 read with Companies (Particulars of Employees) Rules, 1975,
 names and other particulars of employees are set out in Annexure B
 and form integral part of this report.
 
 Employee Stock Purchase Scheme
 
 During the year under review no shares have been granted, hence there
 was no vesting of Shares.
 
 Directors Responsibility Statement
 
 As required under Section 217(2AA) of the Companies Act, 1956, your
 Directors confirm having:
 
 a) followed in the preparation of the Annual Accounts, the applicable
 accounting standards with proper explanation relating to material
 departures;
 
 b) selected such accounting polices 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 your Company at
 the end of the financial year and of profit of your Company for that
 period;
 
 c) taken proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Companies
 Act, 1956, for safeguarding the assets of your Company and for
 preventing and detecting fraud and other irregularities; and
 
 d) prepared the Annual Accounts on a going concern basis.
 
 ISO 9001-2000 Accreditation
 
 Your Companys manufacturing facilities in Plants I & II at Bhiwadi and
 Plant -III at Ringus, continue to hold the prestigious ISO 9001:2000
 certification.
 
 Listing
 
 The Equity Shares of the Company continue to be listed at The Bombay
 Stock Exchange and The National Stock Exchange Ltd.
 
 Corporate Governance
 
 Your Company is committed to maintain the highest standards of
 Corporate Governance. Your Directors adhere to the requirements set out
 but the Securities and Exchange Board of Indias Corporate Governance
 practices and have implemented all the stipulations prescribed.
 
 A separate report on Corporate Governance is attached as a part of the
 Annual report and annexed hereto as Annexure C along with the
 Auditors Certificate on its compliance.
 
 Managements Discussion and Analysis Report
 
 Managements Discussion and Analysis Report for the year under review,
 as stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges in India. The Management Discussion and Analysis forms part
 of this report and is annexed hereto as Annexure D.
 
 Acknowledgment
 
 Your Directors wish to thank and express their grateful appreciation
 for co-operation received from the Banks, Financial Institutions,
 Government Authorities, Customers, Vendors, Investors and Members for
 their continued and valued support.
 
 Your Directors also wish to place on record their deep sense of
 appreciation for the committed services of the Executives, staff and
 workers of the Company.
 
                                          For & On behalf of the Board
 
                                 B. R. Rakhecha    Kailash S. Choudhari
                                 Executive Director  Managing Director
 Place: Bhiwadi
 Dated: 6th December, 2007