Market
BSE Prices delayed by 5 minutes... << Prices as on Mar 28, 2024 >>  ABB India  6363.3 [ 1.33% ] ACC  2490.7 [ 1.39% ] Ambuja Cements  612.3 [ 1.76% ] Asian Paints Ltd.  2846 [ 0.56% ] Axis Bank Ltd.  1048.3 [ -0.50% ] Bajaj Auto  9144.9 [ -0.29% ] Bank of Baroda  264.2 [ 2.07% ] Bharti Airtel  1229.05 [ 0.36% ] Bharat Heavy Ele  247.2 [ 1.77% ] Bharat Petroleum  602.3 [ 1.23% ] Britannia Ind.  4912.95 [ -0.14% ] Cipla  1494.65 [ 1.94% ] Coal India  433.75 [ 0.70% ] Colgate Palm.  2710.9 [ 2.02% ] Dabur India  523.15 [ 0.33% ] DLF Ltd.  898.3 [ 1.99% ] Dr. Reddy's Labs  6155.15 [ 1.78% ] GAIL (India)  181.15 [ 0.50% ] Grasim Inds.  2288.5 [ 3.74% ] HCL Technologies  1543.3 [ -0.26% ] HDFC  2729.95 [ -0.62% ] HDFC Bank  1448.2 [ 0.52% ] Hero MotoCorp  4717.2 [ 3.21% ] Hindustan Unilever L  2268.25 [ 1.26% ] Hindalco Indus.  560.45 [ 0.52% ] ICICI Bank  1095.85 [ 1.09% ] IDFC L  110.65 [ -0.58% ] Indian Hotels Co  591.35 [ 0.96% ] IndusInd Bank  1555.7 [ 1.47% ] Infosys L  1498.8 [ 0.99% ] ITC Ltd.  428.55 [ 0.13% ] Jindal St & Pwr  849.45 [ 1.88% ] Kotak Mahindra Bank  1785.8 [ 0.57% ] L&T  3774.1 [ 1.83% ] Lupin Ltd.  1617.85 [ 1.23% ] Mahi. & Mahi  1921.35 [ 2.26% ] Maruti Suzuki India  12613.1 [ 0.74% ] MTNL  32.92 [ -3.01% ] Nestle India  2623.3 [ 2.18% ] NIIT Ltd.  105.55 [ -2.72% ] NMDC Ltd.  201.7 [ 1.33% ] NTPC  335.95 [ 1.60% ] ONGC  267.85 [ 2.29% ] Punj. NationlBak  124.35 [ 1.30% ] Power Grid Corpo  277.05 [ 2.21% ] Reliance Inds.  2976.8 [ -0.37% ] SBI  752.6 [ 2.53% ] Vedanta  271.65 [ 0.02% ] Shipping Corpn.  208.75 [ 3.42% ] Sun Pharma.  1620.5 [ 0.77% ] Tata Chemicals  1080.6 [ -2.72% ] Tata Consumer Produc  1095.4 [ 0.56% ] Tata Motors Ltd.  993 [ 1.45% ] Tata Steel  155.9 [ 2.00% ] Tata Power Co.  394.15 [ 1.49% ] Tata Consultancy  3883.55 [ 1.20% ] Tech Mahindra  1250.4 [ -0.26% ] UltraTech Cement  9745.05 [ 1.24% ] United Spirits  1134.3 [ -0.34% ] Wipro  480.05 [ 1.66% ] Zee Entertainment En  138.7 [ -1.87% ] 
Fiberweb (India) Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 87.38 Cr. P/BV 0.57 Book Value (Rs.) 53.51
52 Week High/Low (Rs.) 45/27 FV/ML 10/1 P/E(X) 0.00
Bookclosure 28/09/2023 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2018-03 

Dear Shareholders,

The Directors have pleasure in presenting the 33rd Annual Report and Audited Financial Statements of the Company for the year ended 31st March 2018. The summarized financial results are given below:

SUMMARISED FINANCIAL RESULTS: (Rs. In Lakhs)

2017-18

2016-17

Standalone

Consolidated

Standalone

Consolidated

Sales and other Receipts

20606.83

28616.89

10435.88

13037.74

Gross Profit / (Loss) before depreciation

4394.97

5380.95

2809.82

1993.15

Less: Depreciation

324.86

324.86

269.41

269.41

Profit from regular Activities

2663.94

3630.91

1424.78

1723.74

Extra ordinary items (Net)

0

0

0

0

Profit/ (Loss) before and after taxation

2663.94

3630.91

1424.78

1723.74

Balance carried from earlier year

2414.31

2701.33

(9227.87)

(9227.87)

Other Adjustments (As per BIFR Order)

0

0

10217.40

10205.46

Other Adjustments (Interim Dividend)

(86.65)

(86.65)

-

-

Profit available for appropriation

2577.29

3544.26

1424.78

1723.74

Balance carried forward to next year

4991.61

6245.61

2414.31

2701.33

BUSINESS OUTLOOK:

During the year under review, your Company has recorded tremendous progress. The earlier constraints are overcome by teamwork and all efforts of our executive and workforce resulting in encouraging results. Last year, your Company has installed Melt Blown Machine and started commercial production from January, 2018, which is reflected in sales of the last quarter for F Y. 2017-18. Sales and other receipts of our Company increased from Rs. 10,435.88 lakhs (Standalone in previous year) to Rs. 20606.83 lakhs (Standalone - Current year) and Rs. 28,616.89 lakhs (Consolidated - Current year) from Rs. 13037.74 lakhs in previous year. There’s an year to year increase of 97% in standalone Turnover and 119% increase in Consolidated Turnover. That shows your company had achieved double turnover in current year, as compare to last year - both Standalone and Consolidated.

Gross Profit, also, increased from Rs. 2,809.82 lakhs (Standalone in previous year) to Rs. 4,394.97 lakhs (Standalone in current year) an increase of 56% approximately. Consolidated Gross Profit, also, increased from Rs. 1,993.15 lakhs in previous year to Rs. 5,380.95 lakhs, an increase of 170% approximately.

So, also Net Profit of the Company increased from Rs. 1,424.78 lakhs to Rs. 2,663.94 lakhs (Standalone) an increase of 87% approx. and group (Consolidated) net profit of previous year Rs. 1,723.74 lakhs increased by 111% approx. to Rs. 3,630.91 lakhs in current year.

The Earning Per Share of Rs. 10/- each (Basic as well as diluted) improved to Rs. 9.25 (Standalone) after issue of 1:1 Bonus shares on 20.01.2018, from Rs.11.21 in previous year. And the Consolidated Earning Per Share, also, improved from Rs. 13.68 per share in previous year to Rs. 12.61 per share in current year (after issue of Bonus shares in proportion of 1:1 as on 20.01.2018).The Company has very healthy order book position. The future outlook for your Company is very bright and promising.

DIVIDEND:

During the year under review, the Board of Directors declared and paid Interim Dividends of Rs. 0.50 per equity share on 14395855 equity shares aggregating to Rs. 7198000/-.

In view of expansion of capacity and diversification planned by the Company it is essential to preserve resources, as such no provision for final dividend is made

TRANFSER TO RESERVES:

For the year ended March 31, 2018, your Directors do not propose to transfer any amount to the General Reserve and amount of Rs. 4991.61 Lakh is proposed to be retained as surplus in the statement of Profit and Loss account under the heading Reserves and Surplus.

EXPANSION AND MODERNISATION

The Company proposes to expand its manufacturing facilities which is presently at Nani Daman which requires huge funds. The Company invested in wholly owned subsidiary Sheth Non Woven Trading FZE. The details of the expansion programme is available at Company’s website:www.fiberwebindia.com.

INVESTMENT IN SUBSIDIARY:

During previous year, Sheth Non Woven Trading FZE, a wholly owned subsidiary of your Company has done good progress and given better performance.

During the year under review, there have been no companies which have become or have ceased to be the subsidiaries or associate companies of your Company except details provided in Annexure I. Further Neither the Managing Director nor the Whole-time Directors of your Company receives any remuneration or commission from any of its subsidiaries.

A Statement containing salient features of the Financial Statement of its Subsidiary Company pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of Companies (Accounts) Rules, 2014 is provided as Annexure I to this report in form AOC - 1.

INCREASE IN AUTHORISED CAPITAL AND ALTERATION TO MEMORANDUM AND ARTICLES OF ASSOCIATION:

During the year the authorised share capital of the Company has been increased by Rs. 20 Crores. Members approval for the same has been obtained through Postal Ballot and the result for the same has been declared on 26th February, 2018 and accordingly Memorandum & Articles of Association also altered. Hence the Authorized Share Capital of the Company increased from existing Rs.30,00,00,000/-(Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs.10/- each to Rs.50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores Only) Equity Shares of Rs.10/- each, by way of creation of additional Rs.2,00,00,000 (Two Crores Only) Equity Shares of Rs.10/- each aggregating to Rs.20,00,00,000/- (Rupees Twenty Crores Only) ranking pari passu in all respect with the existing Equity shares of the Company.

ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES ON PREFERENTIAL BASIS TO NON-PROMOTER AND PROMOTER:

During the year, the consent and approval of the members of the Company have been accorded to Board to offer, issue, allot and deliver, 22,35,000 (Twenty two Lakhs Thirty Five Thousand) Equity Shares of face value of Rs. 10/- each at a price of Rs. 179/- per equity aggregating to Rs. 40,00,65,000/- (Rupees Forty Crores Sixty Five Thousand only) including premium of Rs. 169/- (Rupees One Hundred Sixty Nine Only) per share aggregating to Rs.37,77,15,000/- (Rupees Thirty Seven Crore Seventy Seven Lakh Fifteen Thousand only) to the New Horizon Opportunities Master Fund, Registered Portfolio investor under the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014 as per SEBI (ICDR) Regulations, 2009. Members approval for the same has been obtained through Postal Ballot result declared on 24thFebruary, 2018 but the same has not been worked as the Fund not received and on June, 2018 New Horizon Opportunities Master Fund has informed that they will not make investment which has been informed to Bombay Stock Exchange. Further the consent and approval of the Company accorded to Board to offer, issue, allot and deliver in one or more tranches upto 3,60,000 (Three Lakhs Sixty Thousand) convertible warrants of face value of Rs. 10/- each at a price of Rs. 331/- per warrant aggregating to Rs. 11,91,60,000/- (Rupees Eleven Crores Ninety One Lakh Sixty Thousand only) to Promoter being the price which is in accordance with the guidelines for Preferential Issue contained in Chapter VII of the SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009, (SEBI ICDR Regulations”) on a Preferential basis. The approval for the same have been obtained from members in the Extra Ordinary General Meeting held on 8th January, 2018. However in view of non-receipt of funds from New Horizon Opportunities Master Fund as above and subsequent events this was not pursued by the Company.

ISSUE OF BONUS SHARES AND RECLASSIFICATION OF PROMOTERS:

During the year, the Company issued Bonus shares in the ratio of 1: 1 to those shareholders whose names registered in the Register of Members as on Record date of 18th January, 2018 as fully paid Bonus shares through capitalization of Securities Premium Account. Further promoters Sulochanadevi Agarwal, Abhishek Agarwal, Mitesh Agarwal, Manisha Gupta, Pragna Patel and Anil Agarwal have been reclassified from Promoter Category to Public category. The approval for above items have been obtained from members in the Extra Ordinary General Meeting held on 8th January, 2018.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and applicable Accounting Standards, the Company has prepared a Consolidated Financial Statement of the Company, its Subsidiary Company in the same form and manner as that of the Company, which shall be laid before the ensuing Annual General Meeting of the Company along with the laying of the Company’s Standalone Financial Statement.

The Annual Report of the Company inter alia contains the Audited Financial Statement of the Company and Consolidated Audited Financial Statement of the Company and its wholly owned subsidiary Company Sheth Non Woven Trading FZE.

Pursuant to the provisions of Section 136(1) of the Companies Act, 2013, the Audited Financial Statements of the Company, Consolidated Financial Statements along with relevant documents required to be attached there to and separate Audited Financial Statements in respect of its Subsidiary Company are also placed on the Company’s website: www.fiberwebindia.com.

The Audited Financial Statements of the Subsidiary Company and the related detailed information will be made available to any member of the Company / its Subsidiary Company, who may be interested in obtaining the same. The Audited Financial Statements of your Company and of its Subsidiary Company would be kept for inspection by any Member at the Registered Office of your Company.

HEALTH, SAFETY AND ENVIRONMENT

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

All Plant sites of the Company are environment regulations compliant.

PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out as follows.

The Company constantly takes effective steps to attain energy conservation.

The Company does not employ any foreign technology which needs absorption or adaptation.

Relevant figures of foreign exchange earnings and outgo are given in notes to accounts paragraph annexed to the financial statements.

SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:

Your Company's main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Ind AS 108 - Operating Segments (Accounting Standards 17) is not applicable to the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, companies listed in Annexure I to this Report have become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

A statement containing the salient features of the financial statement of subsidiary / associate / joint venture companies is provided as Annexure I to this report and therefore not repeated to avoid duplication.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto may be accessed on the Company’s website at the www.fiberwebindia.com. The financial statements of each of the subsidiaries may also be accessed on the Company’s website at the link: www.fiberwebindia.com. These documents will also be available for inspection on all working days, that is, except Saturdays, Sundays and Public Holidays at the Registered Office of the Company.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at the link: www.fiberwebindia.com.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2018.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2018 and the date of this Directors’ Report i.e. 9thAugust, 2018 except as mentioned above.

CORPORATE GOVERNANCE:

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures. As per Clause ‘C’ of Schedule V on Annual Report pursuant to Regulations 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has complied with all the provisions of Corporate Governance.

The Company has obtained a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015.This is annexed to the Directors Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors’ Appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non

Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act and the same has been taken on record by the Board of Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Bhavesh P. Sheth and Ms. Soniya P. Sheth, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Directors recommend that re-election of Mr. Bhavesh P. Sheth and Ms. Soniya P. Sheth will be in the interest of the Company.

Mr. Pravin V. Sheth, on completion of his terms of appointment ceased to be Managing Director of the Company but he will continue as a Director of the Company. Mr. Pravin V. Sheth, Managing Director liable to retirement by rotation, whose term expired on 30th September, 2018 did not offer himself for reappointment and accordingly he was not re-appointed as a Managing Director of the Company. However, he will continue as a Chairman Emeritus.

Ms. Sunita Agarwal, Company Secretary of the Company resigned on 15th May, 2017 due to her preoccupation and in her place Ms. Nital Chirag Gandhi has been appointed as Company Secretary w.e.f 15/05/2017 upto 14/10/2017. During the year Company has appointed Ms. Rakhi Patwa as Company Secretary w.e.f 08/01/2018 and resigned on 27/02/2018 due to her preoccupation and in her place Ms. Sonal Sharma has been appointed as Company Secretary w.e.f 07/03/2018.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the accounts for the financial period ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2018 on a 'going concern' basis.

- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

- The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD:

Thirteen meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in the Annual Report.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/ Grievance Committee of Directors, Number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

All the recommendations made by the Audit Committee were accepted by the Board.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no Material Related party transaction(s) made with the Company’s promoters, Directors, Key Managerial Personnel or their relatives as specified under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website: www. fiberwebindia.com.

Since all the transaction with Related Parties entered during the Financial Year 2017-18 by the Company, were in its ordinary course of business and on arm’s length basis FORM AOC- 2 is not applicable to the Company. However the same are provided in the financial statement forming part of this annual report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of Loans given, investments made, guarantees given and securities provided, if any, alongwith the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement forming part of this annual report.

INTERNAL FINANCIAL CONTROLS

The Company is having in place Internal Financial Controls System. The Internal Financial Controls with reference to the financial statements were adequate and operating effectively.

RISK MANAGEMENT:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the board in (a) Overseeing and approving the Company’s risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages monitors and reports on the principle risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organisational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.

ISSUE OF CONVERTIBLE EQUITY WARRANTS ON PREFERENTIAL BASIS TO STRATEGIC INVESTORS NOT FORMING PART OF PROMOTERSGROUP:

The Board of Directors of the Company at their meeting held on 19/01/2017 discussed the future plans of the Company and possible growth options. During previous year the paid-up capital of the Company was only Rs.12.60crore. The Company proposed to expand its manufacturing facilities at the present Nani Daman unit, for which substantial funds is required. The proposed preferential issue will benefit the Company in the long run as the promoter and/or non-promoter are bringing the funds at a premium, which will benefit the Company as well as other shareholders of the Company. The proposed funds will give leverage to the Company to expand its manufacturing facilities, which can give better return on investment. It was also felt that the present capital is too small for the growth & investment activities, which Company intend to undertake in future. Based on the above discussions, the Board in order to raise resources to fund the expansion plans of its present manufacturing facilities, to invest in wholly owned subsidiaries; to repay any loans/ICD taken, to meet working capital requirements and for general corporate purposes, thought it prudent to infuse fresh equity capital in the Company by issue and allotment of 1800000 ( Eighteen Lacs only)Convertible Equity Warrants of face value of Rs. 10/-(Rupees Ten Only) each at an Issue Price of Rs. 181/- (including premium amount of Rs. 171/-) per Convertible Equity Warrants aggregating to Rs. 325800000/- (Rupees Thirty-Two Crores Fifty-Eight Lacs Only), or at such higher prices as may be determined in compliance with Chapter VII of the SEBI (ICDR) Regulations, 2009 on Preferential Basis to the Strategic Investors, not forming part of the Promoter Group of the Company.

In view of the above it was decided to issue 18,00,000 convertible Equity warrants of face value of Rs. 10/- each at an Issue price of Rs.181/- per convertible Equity warrant (including premium of Rs. 171/- per share warrant) on preferential basisto the Strategic Investors, not forming part of the Promoter Group of the Companyand for which members approval has been obtained in the Extra Ordinary General Meeting held on 18/02/2017.In this connection, the Company has complied with the Companies Act, 2013 as well as Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable laws.

25% of the value of the Warrants (advance payment) shall become payable on the date of their allotment. Hence on 11/03/2017, the Board of Directors of the Company has allotted 18,00,000 convertible Equity warrants on preferential basis to the group of Strategic Investors not forming part of the promoters group.

The balance amount is payable at the time of conversion of Warrants into Equity Shares. The said advance payment of 25% shall be kept by the Company as a deposit to be adjusted and appropriated against the price of the Equity shares payable by the warrant holder at the time of exercising the option. Upon receipt of the requisite payment, as above the Board shall allot one equity share against each warrant by appropriating Rs. 10/- per equity shares towards equity share capital (Rs. 10/-).

Further on 29/03/2017, 7,00,000 equity warrants were converted in to 7,00,000 equity shares of face value of Rs. 10/- each @ Rs.181/- per share (including premium of Rs. 171/- per share) after receiving balance 75% of exercise amount. Out of 18,00,000 convertible equity warrants only 7,00,000 equity warrants converted into 7,00,000 Equity shares and balance 11,00,000 equity warrants to be converted within 18 months from the date of issue of warrants.

Further on 15/04/2017, 1,00,000 equity warrants were converted in to 1,00,000 equity shares of face value of Rs. 10/- each @ Rs.181/- per share (including premium of Rs. 171/- per share) after receiving balance 75% of exercise amount. The Company has also received Trading approval from BSE on 06/07/2017 for 7,25,000 equity shares and on 12/07/2017 for 75,000 equity shares.

Further on 06/07/2017, 10,00,000 equity warrants were converted in to 10,00,000 equity shares of face value of Rs. 10/- each @ Rs.181/- per share (including premium of Rs. 171/- per share) after receiving balance 75% of exercise amount. The Company has received Trading approval on 23/08/2017 from BSE for 10,00,000 equity shares.

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link:www. fiberwebindia.com

WHISTLE BLOWER MECHANISM

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in a separate statement attached herewith and forming part of the report. (Annexure-II)

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 of Companies Act, 2013, all the companies having net worth of Rs. 500 crores or more, or a turnover of Rs. 1,000 crores or more or a net profit of Rs. 5 crores or more during financial year will be required to constitute corporate social responsibility (CSR) committee of the board of directors comprising three or more directors, at least one of whom will be an independent director.

Aligning with the guidelines, we have constituted a committee comprising of Mr. C. A. Rege (Non-Executive & Independent Director)being the Chairman of Committee, Mr. Bhadresh H. Shah(Non-Executive & Independent Director) and Mrs. Soniya P. Sheth (Non-Executive & Non-Independent Director) being the members of the Committee. The committee is responsible for formulating and monitoring the CSR policy of the Company.

The Annual Report on CSR activities of the Company is furnished in Annexure III and is attached to this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134(3) (a) and 92(3) of the Companies Act, 2013 read along with Rule 12 of the Companies ((Management & Administration) Rules 2014, an extract of Annual Return as of 31st March 2018 in Form No. MGT-9 is annexed herewith as Annexure IV to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

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 and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Reports. None of the Company’s employees were covered by the disclosure requirement.

Disclosures pertaining 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 are not provided in the Annual Report but will be provided to shareholders on asking for the same.

Having regard to the provisions of the first 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. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company’s website.

DEPOSITORY SYSTEM:

Electronic trading of the Company's Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2018, about 94.97% shareholding representing 27343724 Equity Shares of the Company has been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

AUDITORS AND AUDITORS'REPORT:

M/s. A.V. Jobanputra & Co., Chartered Accountant, Mumbai (Firm Registration No.104314W), have been appointed as the Auditors of the Company to hold office for a term of 5(five) consecutive years from the conclusion of 29th Annual General Meeting held on 30th September, 2014 until the conclusion of the 34th Annual General Meeting subject to ratification of their appointment by the members at every Annual General Meeting during the remaining term of 5(five) years. Accordingly, being eligible, their appointment is required to be ratified at the ensuing Annual General Meeting.

The notes on financial statement referred to in the Auditors' Report are self explanatory and therefore do not call for any further explanation. The Auditor’s Report does not contain any qualification, reservation or adverse remark.IND AS is Applicable from FY 2017-18.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read along with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. K. Pratik & Associates, Mumbai, Practising Company Secretary (COP No. 12368) as Secretarial Auditor, for the year ending 31st march, 2018. The Secretarial Audit Report contains Qualifications, Reservation and explanations which are self explanatory.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended 31st March, 2018 and the same is set out in Annexure V, forming part of this Report.

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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Yours Directors place on record their deep appreciation of the continued support received from shareholders and bankers.

For and on behalf of the Board

SONIYA P. SHETH PRAVIN V. SHETH

Director Chairman & Managing Director

Place: Mumbai

Date: 9th August, 2018

Registered Office:

Air Port Road,

Kadaiya,Nani Daman,

Daman (U.T.) 396 210

CIN: L25209DD1985PLC004694

e-mail:fiberweb@fiberwebindia.com

Website: www.fiberwebindia.com


KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
 
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732
KK Comtrade Pvt Ltd. : Member - MCXINDIA (Commodity Segment) , SEBI NO: INZ000034837
Mumbai Office: 52, Jolly Maker Chamber 2, Nariman Point, Mumbai - 400021, Tel: 022-45106700, Toll Free Number: 1800-103-6700

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by