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Fiberweb (India) Ltd.

BSE: 507910 Sector: Industrials
NSE: N.A. ISIN Code: INE296C01020
BSE 00:00 | 24 Jan 52.00 2.95






NSE 05:30 | 01 Jan Fiberweb (India) Ltd
OPEN 49.50
VOLUME 623008
52-Week high 59.25
52-Week low 26.80
P/E 11.56
Mkt Cap.(Rs cr) 150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.50
CLOSE 49.05
VOLUME 623008
52-Week high 59.25
52-Week low 26.80
P/E 11.56
Mkt Cap.(Rs cr) 150
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Fiberweb (India) Ltd. (FIBERWEBINDIA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 36th Annual Report andAudited Financial Statements (Standalone and Consolidated) of the Company for the yearended 31st March 2021.


(RS. In Lakhs)




Standalone Consolidated Standalone Consolidated
Sales and other Receipts 10863.17 10863.17 9936.38 9936.38
Gross Profit / (Loss) before depreciation 2358.84 2358.84 1666.56 1666.56
Less: Depreciation 512.80 512.80 471.32 471.32
Profit from regular Activities 1846.04 1846.04 1195.24 1195.24
Extra ordinary items (Net) - - - -
Profit/ (Loss) before and after taxation 1437.17 1437.17 1018.24 1018.24
Balance carried from earlier year 6530.26 8114.92 5512.02 7096.67
Other Adjustments (Dividend) - - - -
Profit available for appropriation 1437.17 1437.17 1018.24 1018.24
Balance carried forward to next year 7823.47 9408.12 6530.26 8114.92


During the year under the review the total revenue of your Company hasbeen increased by about 9.33%. Due to the revenue from the MELT BLOWN machine installed in2018 your Company could achieve the sales turnover of Rs. 109 Crore. Due to variousmethods taken by the Company there was improvement in the profitability of the Company asagainst last year's profit of Rs. 10.18 crore this year it is ' 14.37 crore increaseby 40%.

In view of the above facts the earning per share of the face value ofshares Rs. 10.00 each has gone up from Rs. 3.54 to ' 4.99.

During the year the Company's 100% subsidiary had to stop thebusiness of exporting to USA from the month of September 2018 due to high tariff leviedby USA on materials imported from China. As you are aware the subsidiary was buying fromChina and Exporting to USA and the business was well established giving approximately 10%profitability. However due to high tariff levied the business is unviable.


The COVID-19 pandemic developed rapidly into a global crisis forcinggovernments to enforce lock-downs of all economic activity resulting temporary disruptionin the manufacturing activity of the company. There is complete ban of Melt Blown Non-woven Fabrics since 19th March 2020 and the Company has developed local market of itsMelt Blown Products. Necessary steps have been taken to ensure the smooth functioning ofthe operations of the Company. Your directors are hoping that there won't be anyfurther impact on the Company.


The Board of Directors after considering various factors includingexpansion planned for Flat Bond Project and to conserve resources have deemed it prudentnot to recommend any final dividend on equity shares for the year ended 31st March 2021.


For the year ended March 312021 your Directors do not propose totransfer any amount to the General Reserve and amount of ' 1437.17 Lakh is proposed to beretained as surplus in the statement of Profit and Loss account under the heading RetainedEarnings.


The Paid up Equity Share Capital of the Company as on March 31 2021was ' 287917100 divided into 28791710 Equity shares having face value of ' 10 each.During the year under review the Company has not issued any shares with differentialrights sweat equity shares and equity shares under Employees Stock Option Scheme.

The Company has paid Listing Fees for the financial year 2020-21 toeach of the Stock Exchanges where its equity shares are listed.


The Company proposes to expand their manufacturing facility in FlatBond Fabrics over and above their existing Spun Bond and Melt Blown plants which ispresently at Nani Daman which will requires huge funds. The Company invested in whollyowned subsidiary Sheth Non Woven Trading FZE. The details of the expansion programme isavailable at Company's website: HYPERLINK


Sheth Non Woven Trading FZE continues to be a wholly owned subsidiaryof your Company set up in RAS AL Khaimah Free Trade Zone United Arab Emirates. As ofMarch 312018 the Capital of the Company is AED 100000 (One Lakh) divided into 100 (OneHundred) Shares of the value of AED 1000 (One Thousand) each.

During the year under review there have been no companies which havebecome or have ceased to be the subsidiaries joint ventures or associate companies ofyour Company. Further Neither the Managing Director nor the Whole-time Directors of yourCompany receive any remuneration or commission from any of its subsidiaries.

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


Pursuant to the provisions of Section 129 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 and applicable Accounting Standards theCompany has prepared a Consolidated Financial Statement of the Company its SubsidiaryCompany in the same form and manner as that of the Company which shall be laid before theensuing 36th Annual General Meeting of the Company along with the laying of theCompany's Standalone Financial Statement.

The Annual Report of the Company inter alia contains theStandaloneAudited Financial Statement of the Company and Consolidated Audited FinancialStatement of the Company and its wholly owned subsidiary Company ShethNon Woven TradingFZE.

Pursuant to the provisions of Section 136(1) of the Companies Act2013 the Standalone Audited Financial Statements of the Company Consolidated FinancialStatements along with relevant documents required to be attached theretoand separateAudited Financial Statements in respect of its Subsidiary Company are also placed on theCompany's website:

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


Top priority continues to be given to environmental protection for allthe units of the Company by keeping emission levels to the minimum possible. AdequateInsurance 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.


The Company has not accepted or renewed any amount falling within thepurview 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 requirementfor furnishing of details of deposits which are not in compliance with the Chapter V ofthe Act is not applicable.


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

The Company constantly takes effective steps to attain energyconservation.

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

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


Your Company's main business is "Polymer Processing" and allother activities of the company revolve around this main business. As such there are noseparate reportable segments within the Company and hence the segment wise reporting asdefined in Ind AS 108 - Operating Segments (Accounting Standards 17) is not applicable tothe Company.


During the year under review companies listed in Annexure I to thisReport no company have become or ceased to be Company's subsidiaries joint venturesor associate companies.

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

The audited financial statement including the consolidated financialstatement of the Company and all other documents required to be attached thereto may beaccessed on the Company's website at the www.fiberwebindia. com. The financialstatements of each of the subsidiaries may also be accessed on the Company's websiteat the link: These documents will also be available for inspectionon all working days that is except Saturdays Sundays and Public Holidays at theRegistered Office of the Company.

The Company has formulated a policy for determining materialsubsidiaries. The Policy may be accessed at the link:


There was no change in the nature of business of your Company duringthe Financial Year ended 31st March 2021.


No material changes and commitments affecting the financial positionof the Company occurred between the end of the Financial Year of the Company i.e. 31stMarch 2021and the date of this Directors' Report i.e. 06th August 2021.


Your Company has always been conducting its business with duecompliance of laws rules regulations and with sound internal control systems andprocedures. As per Clause ‘C' of Schedule V on Annual Report pursuant toRegulations 34(3) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has complied with all theprovisions of Corporate Governance.

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


Including criteria for determining qualification positive attributesindependence of a Director policy relating to remuneration for Directors Key ManagerialPersonnel and other employees;

Policy on Directors' Appointment

Policy on Directors' appointment is to follow the criteria as laiddown under the Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. Emphasis is given to personsfrom diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors Key Managerial Personneland employees of the Company is that -

• There has never been union since incorporation and is not likelyto be there in view of cordial relation with workers. As such the Board felt that there isno need to form policy for unionized workers.

• Remuneration to Key Managerial Personnel Senior ExecutivesManagers Staff and Workmen (non Unionized) is industry driven in which it is operatingtaking into account the performance leverage and factors such as to attract and retainquality talent.

• For Directors it is based on the shareholders resolutionsprovisions of the Companies Act 2013 and Rules framed therein circulars and guidelinesissued by Central Government and other authorities from time to time.


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


Pursuant to Section 149(7) of the Companies Act 2013 as well asRegulation 25(8) of the Listing Regulations all the Independent Directors of the Companyhave made a declaration confirming the compliance of the conditions of the independencestipulated in Section 149(6) of the Act Regulation 16(1) (b) of SEBI Listing Regulationsand the same has been taken on record by the Board of Directors of the Company.

The Independent Directors of the Company have confirmed that they haveregistered their names with the Institute of Corporate Affairs for inclusion of their namein the data bank.


During the year Mr. Rajesh Umashankar Shukla (DIN: 08690226) wasregularized as Executive Director at the 35th Annual General Meeting of the Company heldon 30th September 2020.

During the year Mr. C. A. Rege (DIN: 01707700) was re-appointed as anIndependent Director of the Company to hold office for a second consecutive term of 5(five) years at the 35thAnnual General Meeting of the Company held on 30th September2020.

Appointments / Re-appointments:

In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mr. Pravin V.Sheth and Mr. Rajesh U. Shukla Directors of theCompany retire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for reappointment. Your Directors recommend that re-election of Pravin V. Shethand Mr. Rajesh U. Shukla will be in the interest of the Company.

Further on the recommendation of the Nomination and RemunerationCommittee the Board of Directors had appointed Mr. Sorabh Gupta (DIN: 05124195) as anAdditional Director (Non-Executive Independent) of the Company in their meeting held on28th May 2021 not liable to retire by rotation who shall hold the office until theAnnual General Meeting. The appointment of Mr. Sorabh Gupta (DIN: 05124195) as IndependentDirector forms part of the Notice of the forthcoming 36th Annual General Meeting(‘AGM') and Resolutions are recommended for the Member's approval.

Pursuant to sub-regulation (1A) of Regulation 17 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 inserted by the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 approval of the Members by way ofa Special Resolution is necessary for appointment / continuation of appointment of anyNon-Executive Director who has attained the age of 75 (Seventy Five) years. Hence approvalof the Members sought for the continuation of appointment of Mr. Pravin V. Sheth (DIN:00138797) and Mr. Gopalji M. Rana (DIN: 01982997).

Profile of Mr. Pravin V. Sheth Mr. Sorabh Gupta Mr. Gopalji M. Ranaand Mr. Rajesh U. Shukla as required by Regulations 36(3) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations') and Clause 1.2.5 of the Secretarial Standard - 2 isgiven in the Notice of the 36th Annual General Meeting.

Non Disqualification of Directors Certification is attached as AnnexureIV in this report.


Pursuant to the requirements of Section 134(3) (c) and 134(5) of theCompanies Act 2013 and on the basis of explanation and compliance certificate given bythe executives of the Company and subject todisclosures in the Annual Accounts and alsoon the basis of discussions with the Statutory Auditors of the Company from time to timewe state as under:

• That in the preparation of the accounts for the financial periodended 31st March 2021 the applicable accounting standards have been followed along withproper explanation relating to material departures;

• That the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit of the Company for the period under review;

• That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with provisions of the CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

• That the Directors have prepared the annual accounts for thefinancial period ended 31st March 2021on a 'going concern' basis.

• The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

• The Directors have devised proper system to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.


Five (5) meetings of the Board of Directors were held during the year.For further details please refer report on Corporate Governance in the Annual Report.


Composition of Audit Committee of Directors Nomination andRemuneration Committee of Directors and Stakeholders Relationship/ Grievance Committee ofDirectors Number of meetings held of each Committee during the financial year 2020-21andmeetings attended by each member of the Committee as required under the Companies Act2013 are provided in Corporate Governance Report forming part of the report.

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


The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to ‘Meetings of the Board of Directors' and ‘GeneralMeetings' respectively have been duly complied by the Company. Also SS-3“Dividend” is duly complied by the Company whenever applicable.


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

There was no Material Related party transaction(s) made with theCompany's promoters Directors Key Managerial Personnel or their relatives asspecified under Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

All Related Party Transactions are placed before the Audit Committeefor their prior approval. The Policy on Materiality of Related Party Transactions and ondealing with Related Party Transactions as approved by the Board is uploaded on theCompany's website:

Since all the transaction with Related Parties entered during theFinancial Year 2020-21 by the Company were in its ordinary course of business and onarm's length basis FORM AOC- 2 is not applicable to the Company. However the same areprovided in the financial statement forming part of this annual report.


Particulars of Loans given investments made guarantees given andsecurities provided if any along with the purpose for which the loan or guarantee orsecurity is proposed to be utilized by the recipientare provided in the standalonefinancial statement forming part of this annual report.


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


The Company has laid down a well defined risk management policy. TheBoard periodically reviews the risk and suggests steps to be taken to control andmitigation the same through a proper defined framework.

The Company manages monitors and reports on the principle risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organizational structures processes standards codeof conduct and behaviors that governs how the Group conducts the business of the Companyand manages associated risks.

The constitution of Risk Management Committee is not mandatory for yourCompany as per provisions of Regulation of 21 of LODR is applicable to the Top 1000 listedentities. However the Company has already constituted the Committee.


The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Agreement includes an Ethics & Compliance TaskForce comprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or dedicated telephone line or a letter to the TaskForce or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistleblower policy may be accessed on the Company's website at the


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


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


As per section 135 of Companies Act 2013 all the companies having networth of ' 500 crores or more or a turnover of ' 1000 crores or more or a net profit of' 5 crores or more during financial year will be required to constitute corporate socialresponsibility (CSR) committee of the board of directors comprising three or moredirectors at least one of whom will be an independent director.

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

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


Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on 31st March 2021 is available on the Company's website


In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules should beprovided in the Annual Reports. None of the Company's employees were covered by thedisclosure requirement.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not provided in the Annual Reportbut 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 beingsent to the members of the Company. The said information is available for inspection atthe registered office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request. The full Annual Report including the aforesaid information is beingsent electronically to all those members who have registered their email addresses and isavailable on the Company's website.


Electronic trading of the Company's Equity Shares has been madecompulsory by the Securities & Exchange Board of India (SEBI) from 30th October 2000.As on 31st March 2021 about 95.77% shareholding representing 27574463 Equity Sharesof the Company has been dematerialized. Your Company has executed agreements with bothNSDL and CDSL for demat of its shares.


During the year there were no inter-se transfer of shares amongpromoters which is carried out in compliance with the provision of the Companies Act 2013and rules and regulation of SEBI (LODR) Regulation 2015.


M/s. Akshay Kirtikumar & Associates Chartered Accountants (FirmRegistration Number 138182W) have been appointed as the Auditors of the Company to holdoffice for a term of 5(five) consecutive years from the conclusion of 34th Annual GeneralMeeting held on 26th September 2019 until the conclusion of the 39th Annual GeneralMeeting i.e. for the Financial Years from 2019-20 to 2023-24.

The notes on financial statement referred to in the Auditors' Reportare self explanatory and therefore do not call for any further explanation. TheAuditor's Report does not contain any qualification reservation or adverse remark.


Pursuant to the provisions of Section 204 of the Companies Act 2013read along with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board of Directors of the Company had appointed M/s. K. Pratik& Associates Mumbai Practising Company Secretary (COP No. 12368) as SecretarialAuditor for the year ending 31st March 2021. The Secretarial Audit Report containsQualifications Reservation and explanations if any are self explanatory.

The Secretarial Auditor has submitted its Report in Form No. MR-3 forthe Financial Year ended 31st March 2021 and the same is set out in Annexure Vforming part of this Report.


Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

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

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

4. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

5. There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of the Act and Rules framed thereunder.

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


Yours Directors place on record their deep appreciation of thecontinued support received from shareholders bankers and entire staff of the Company.

For and on behalf of the Board
Soniya P. Sheth Pravin V. Sheth
Director Director
Place: Mumbai Date: 06th August 2021 DIN: 02658794 DIN:00138797
Registered Office:
Air Port Road
Kadaiya Nani Daman
Daman (U.T.) 396 210
CIN: L25209DD1985PLC004694