Transcript of 36th Annual General Meeting of Aksh Optifibre Limited
held on September 05, 2023 at 11:30 A.M.

Dr. Kailash Shantilal Choudhari- Chairman: Good morning, dear shareholders! I, Kailash Shantilal Choudhari, Chairman of your Company welcome all the members on behalf of the Board of Directors at the 36th Annual General Meeting of the Company. I hope you and your family are well and safe. In view of circular(s) issued by Ministry of Corporate Affairs with respect to holding of Annual General Meeting, this meeting is being held through video conferencing in conformity with the regulatory provisions and various circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India. I would like to inform that the Company has taken necessary steps to ensure that the members are able to attend and vote in this AGM in a seamless manner.
I request the Moderator to state whether the quorum of the meeting is present?

Moderator: Good morning sir!  Quorum is present. Precisely 74 people joined as of now. Thank you.

Dr. Kailash Shantilal Choudhari- Chairman: As confirmed by the moderator, the requisite quorum is present through video conferencing to conduct the proceeding of this meeting. I, therefore declare the meeting open. The Board of Directors including the Chairman of Corporate Social Responsibilities Committee, Stakeholders Relationship Committee and Nomination Remuneration Committee along with key managerial personnel are attending this meeting from corporate office of the Company located at New Delhi. Further, the Statutory Auditors, Secretarial Auditors and Scrutinizers are also attending the Annual General meeting from the respective office.

Since Mr. Harvinder Singh, independent.

Mr. Gaurav Mehta- CEO-Corporate Affairs & Group Company Secretary: You went on mute, Sir.

Dr. Kailash Shantilal Choudhari- Chairman: Is it OK?

Mr. Gaurav Mehta- CEO-Corporate Affairs & Group Company Secretary: Yeah.

Dr. Kailash Shantilal Choudhari- Chairman: Since Mr. Harvinder Singh, Independent Director and Chairman of Audit Committee is traveling and will not be able to attend the Annual General Meeting. Mr. Singh has authorized Mr. Satyendra Gupta, Member of the Audit Committee to carry out the role on his behalf. I now request Mr. Gaurav Mehta, CEO-Corporate Affairs and Group Company Secretary to brief General instructions to the Members regarding participation in this Meeting.

Mr. Gaurav Mehta- CEO-Corporate Affairs & Group Company Secretary: Thank you, Chairman Sir. Good Morning everyone. The Members may note that this 36th Annual General Meeting is being held through video conferencing in conformity with the provisions of the Companies Act, 2013 and various circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India. Every member who has joined the meeting is on mute by default in order to avoid any disturbances arising from background noise and to ensure seamless conduct of the meeting. Facility for joining this meeting through video conferencing is made available for the members on a first-come-first-serve basis. The Register of Members, Register of Directors and Key Managerial Personnel, along with the Register of Contracts and Arrangements, are available for inspection. The Members seeking to inspect such documents can send their request to the e-mail ID as mentioned in the notice of AGM.

As the AGM is being held through video conferencing, facility for appointment of proxies by the members was not applicable and hence the proxy register for inspection is not available. Only members who have registered themselves as a speaker in line with the procedure provided in the notice of AGM will be allowed to speak or ask questions during the AGM. Accordingly, the floor will be open for these members to ask questions or express their views. The moderator will facilitate the session once the chairman opens the floor for questions and answers. As the question/answer session start, the moderator will announce the name of the shareholder one by one. On calling the name, the speaker shareholder has to unmute himself or herself and if the shareholder faces any connectivity issues, the moderator will announce the name of the next registered shareholder to speak. Every speaker shall be given maximum 3 minutes’ duration to speak.

The Company had provided the facility to cast the votes electronically, on all the resolutions set forth in the notice. Members who have not casted their votes yet electronically and who are participating in this meeting will have an opportunity to cast their votes during the meeting through the E-voting system provided by Kfin Technologies Limited. Members can click on “Vote” tab on the video conferencing screen to cast their vote.

M/s Jayant Gupta and Associates, Company Secretaries, has been appointed as a scrutinizer to scrutinize the electronic voting process in a fair and transparent manner, and provide the report there on.

Now I would request the Chairman Sir to please take the meeting forward.

Dr. Kailash Shantilal Choudhari- Chairman: Thank you, Gaurav ji!!

I would like to inform that the Statutory Auditors report on Standalone Financial Statements and Consolidated Financial Statements issued by M/s P.C. Bindal and Co., Statutory Auditors of the Company are available on page number 44 and 91 of the Annual Report, respectively. Report of statutory auditors is self-explanatory and doesn’t contain any qualification.

Further, The Secretarial Auditor, M/s Jayant Gupta and Associates, Company Secretary has issued a Secretarial Audit report. Secretarial Audit report is available on page 19 of the Annual report as Annexure three of the Board report.

Let us now proceed with the business as set out in the notice of the AGM dated July 26, 2023 as sent in conformity with the regulatory requirement through electronic mode to those members who have registered their e-mail address with the Company or depositories. Accordingly, I take the notice convening this meeting as read.

The following Business items are to be transacted in accordance with the Notice of the AGM:

Notice, Item number first; is to receive, consider and adopt The Standalone and Consolidated Financial Statement as at March 31st, 2023 along with the report of the Auditors and
Board of Directors thereon.

Item number second; is to appoint Mr. Satyendra Kumar Gupta, as Director who retires by rotation and being eligible offers himself for reappointment.

Item number three; is related to the reappointment of Mr. Satyendra Kumar Gupta, Non-Executive Director of the Company, as professional Consultant of the Company for a period of three years commencing from December 1, 2023 till November 30, 2026.

Item number four; is to ratify the Remuneration payable to the Cost Auditor of a Company for the financial year 23-24.

Pursuant to the provisions of the Companies Act, 2013, the rules frame their under and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Company had extended the remote e-voting facility to the members of the Company in respect of the resolutions to be passed at the Meeting.  The facility for voting through e-voting system is also made available during the Meeting for members who had not cast their vote prior to the Meeting.

I request all the members to cast their vote to the resolution stated in the notice of the AGM.

Upon receipt of the Scrutinizers report, the results of the voting shall be declared not later than 48 hours of the conclusion of the AGM.

The results declared along with the Scrutinizers report shall be placed on the Company’s website and on the website of KFin Technologies Limited, RTA of the Company and the same shall be communicated to the National Stock Exchange of India Limited and BSE Limited.
The window is open for the registered speakers to raise your queries. I would advise the speaker to keep their concern brief and specific to avoid repetition. The answers to all the question will be provided at the end. Now, I request the moderator to facilitate the same.

Moderator: Thank you, Sir. Today we have five (5) registered speakers registered for this particular AGM. The first registered speaker is Mr. Ajay Kumar Jain from Delhi. May I request Mr. Ajay Kumar Jain to unmute yourself, switch on your camera and speak please.

Mr. Ajay Kumar Jain. As there is no response from Mr. Ajay Kumar Jain, we will go to the next registered speaker Celestine Elizabeth Mascarenhas from Mumbai. Madam, may I request you?

Ms. Celestine Elizabeth Mascarenhas- Shareholder: Hello, can you hear me?

Moderator: Yes, ma’am. We are able to hear you. You can proceed.

Ms. Celestine Elizabeth Mascarenhas - Shareholder:   Audible now. OK. OK.

Respected Chairman-Mr. Kailash Shantilal Chaudhari, Vice Chairman-Satyendra Kumar Gupta, my other fellow Directors, my fellow Shareholders attending the VC meet. I am Celestine Mascarenhas. I am speaking from Mumbai.

First of all, I thank the Company Secretaries-Gaurav Mehta and also Anubhhav Raizada and their team for sending me an e-Annual report and also registering me as a speaker at my request. Thank you so much. Now, I come to the working. The working is somewhat good but we are the losses have to be brought down and I would like to know when these losses would be wiped and we will come on the dividend list. Now I go, I appreciate the CSR work done inspite of our great difficulties. Now my queries, have we rated the ESG and if it is so what is the rating and rating score and any plan to list it on some good ESG platform?

Second is, how many total employees and the percentage of women folk and physically challenged people and also the attrition of level. Do we have a very good dedicated R&D department and how many scientists or the employees are there?

Now the next one is, we have 4 plants including one in Jebel Ali in UAE. The capacity, I would like to know the average capacity utilization of these flats.

Fifth is, we have one only subsidiary namely Akash, Aksh Composites Private Limited, any plan for merging with Aksh. And we have three overseas wholly-owned subsidiaries namely, AOL in Sharjah and other AOL Tech in Jafza and another in Mauritius which is having its subsidiary in China. So could you just give me how much it adds to our
Income/Profits. Now Promoters holding is only 28%. I would request your to go by creeping and 5 to 5% because there is good future it appears to me in the especially from the manufacturing side then the services side.

So rest I don’t want to say because there will be so many speakers who will speak after me. With this, thank you very much. I support all the resolutions and I wish the best to my Company. Also very good festival season which are all coming one of another. With this, thank you for giving me this patient hearing. Thank you once again.

Dr. Kailash Shantilal Choudhari- Chairman: Thank you. Mrs. Celestine.

Moderator: Thank you Madam, for your questions.

We will move on to the next speaker Mr. Dinesh Gopal Das Bhatia from Mumbai. May I request Mr. Dinesh Gopal Das Bhatia to unmute yourself, switch on your camera, if possible and speak please.

Mr. Dinesh Gopal Das Bhatia- Shareholder: Hello! am I audible, Sir?

Moderator: Yeah, you are audible Sir. You can proceed with your question please.

Mr. Dinesh Gopal Das Bhatia- Shareholder: I am Dinesh Bhatia speaking from Mumbai.

First, I congrats the Chairman and your entire team that you are doing excellent work. Our exporting foreign country is excellent. We see there are many plant in foreign UAE and somewhere, so it is good for our country that we are earning something from there and we see the our revenue is good. Countdown such a competitive period, we still our revenue is very good that ₹273.71 crore our revenue and our net profit is ₹15.42 crore. It’s so much your encouragement your you are doing a very excellent job therefore our profit is there and I am happy that our borrowing reduced, Our borrowing reduced from 11 crore to Nil non-current and current borrowing reduced from ₹97 crore to ₹76.44 crore.

It's very well doing for Company because of that our ₹5 share at trade today ₹12.00. It’s it shows that Company will going on progress. We hope that Company will going ahead and I also seen that our reader also is increased our equity shares, equity shareholding is ₹81.34 but our reserves are going higher ₹218.73 crore last year it was ₹203.17 crore, excellent that ₹15 crore our reserve increase, it shows your enthuse. I very thank you for our secretarial team that he gives me the link and they are seen us like you then you are saying that shareholder can get maximum benefit and you are taking care for shareholder like your secretarial department also taking care Yesterday he requested me that come to our Meeting it’s good sign. Thank you. I support all the resolutions. All the best. Thank you.

Dr. Kailash Shantilal Choudhari- Chairman: Thank you.

Moderator: Thank you! Mr. Dinesh Gopal Das Bhatia.

We will move on to the next speaker, Indrani Chakraborty from Kolkata. May I request Ms. Indrani Chakraborty to unmute yourself, switch on your camera, If possible and speak please.

Ms. Indrani Chakraborty- Shareholder:  Am I audible?

Moderator: Yeah, you are audible. Madam, you can proceed with your question please.

Ms. Indrani Chakraborty- Shareholder:  Very good morning Sir. I am Indrani Chakraborty attending VC from Calcutta, a small shareholder of your Company. At first, I congratulate my Company Secretary, Board of Directors and my fellow Shareholder to give me a chance in this platform. I casted vote along with my family member in favour of you in this AGM. I believe my Company will perform better to better in coming future. Best of luck to my Board of Director. I complete my speech. Thank you everybody have a nice day.

Dr. Kailash Shantilal Choudhari- Chairman: Thank you.

Moderator: Thank you! Madam.

We will move on to the next speaker Mr. Sudipta Chakraborty from Calcutta. May I request Mr. Sudipta Chakrabarti to unmute yourself, switch on your camera and speak please. Mr. Sudipta Chakraborty, you have unmuted. You can speak please. Now you will ask your question.

Mr. Sudipta Chakraborty- Shareholder: Sir, I am Sudipta Chakraborty attending VC from Kolkata. I am a small shareholder of Aksh Optifiber. Sir, I believe my Company is in strong hand and it will perform better to better in coming future in leadership. My Company will progress Sir for your honesty, devotion and determination. Sir, Aksh Optifiber is a very renowned name.  Thank you Sir. I casted my vote in favour of and rest of the year. Sir, I really feel my Company will perform very good in your leadership Sir. Thank you. Thank you everybody.

Dr. Kailash Shantilal Choudhari- Chairman: Thank you.

Moderator: Thank you Sir. With this, we have completed all the speakers a chance, one more chance. We wanted to give it to Ajay Kumar Jain.
He was the first shareholder to register, Mr. Ajay Kumar Jain, in case if you are there, please unmute yourself, switch on your camera and speak please. As there is no response from Mr. Ajay Kumar Jain. With this, we have completed the question session from all the registered speakers here. Now the diass is given back to you Chairman Sir. Thank you!

Dr. Kailash Shantilal Choudhari- Chairman: Thank you. Thank you to all the Shareholders who have come online and express their opinion and put their questions. I tried to write down all the questions and I like to answer all of them one by one. The first one is about the losses and dividend. The Company’s performance is improving day by day, but as you know, we are having a certain settlement with our banker. As soon as that is done and major portion of our debt has been retired, the Company can hope to come back on the dividend list. Regarding the ESG rating score, mandatorily, we are not required to have an India ESG score, but the Company has on its own voluntarily started moving on the ESG score parameter and very soon in the coming few weeks, we should be able to present our performance on the ESG score and we are trying to put it on the website also. The total employee participating in Aksh directly are close to 500 and indirectly we have about 6000 people associated in or indirectly employed with Aksh. Regarding the R&D, presently we do not have a separate segment identified the R&D and actually is usually what we call online. But as per the suggestion, I think we’ll very soon identify and list all our R&D participants also. Regarding the UAE plant and our subsidiaries, Post COVID, we are on a rundown mode on the subsidiaries plants because during the COVID period which extended for certain time in India and had further been extended in China, we have not been able to control and that can be reflected in our results also. So basically we are winding down our operations which are loss making and we are not able to operate and regarding the. I think this covers the subsidiaries in China, Mauritius and in Dubai. And as far as
ACPL goes, it’s also a wholly owned subsidiary operating from Silvassa, where we are manufacturing FRP roads.

There is a proposal to merge the subsidiary, but the management and the board is looking at the pros and cons of merging the subsidiary along with the parent Company. And as far as the Promoters holding and the request for creeping acquisition goes, this is something we’ll have to look in because Aksh has two major Promoters along with their family members and the issue can be discussed. I don’t know how this is governed by the SEBI regulations and we are not in a position to really predict or comment on it. As I understand, I think most of the questions are answered. The Company’s focus last two years was consolidation to reduce debt, which has been reduced significantly directly through the banks and indirectly through our creditors also. I hope this has answered all the questions. I would like to now extend my sincere thanks to the members for their participation, suggestions and comments. Now the shareholders may cast their valuable votes in respect of the items stated in the Notice of the AGM.

Since the E voting shall remain open for 15 minutes, the instructions for E Voting has already been mentioned in the Notice of the AGM and as communicated in the Meeting today. I thank all the Shareholders, all the Board Members and all the Attendees and all the Employees and Key Managerial Personnel who have attended this Meeting.

Thank you very much!!