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Fiberweb (India) Ltd.

BSE: 507910 Sector: Industrials
NSE: N.A. ISIN Code: INE296C01020
BSE 13:56 | 18 Jan 29.65 -0.25
(-0.84%)
OPEN

29.75

HIGH

30.80

LOW

29.00

NSE 05:30 | 01 Jan Fiberweb (India) Ltd
OPEN 29.75
PREVIOUS CLOSE 29.90
VOLUME 14089
52-Week high 35.40
52-Week low 8.89
P/E 6.77
Mkt Cap.(Rs cr) 85
Buy Price 29.40
Buy Qty 637.00
Sell Price 29.65
Sell Qty 1735.00
OPEN 29.75
CLOSE 29.90
VOLUME 14089
52-Week high 35.40
52-Week low 8.89
P/E 6.77
Mkt Cap.(Rs cr) 85
Buy Price 29.40
Buy Qty 637.00
Sell Price 29.65
Sell Qty 1735.00

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

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 34th Annual Report and Audited FinancialStatements of the Company for the year ended 31st March 2019. The summarized financialresults are given below:

SUMMARISED FINANCIAL RESULTS:

(Rs In Lakhs)

2018-19 2017-18
Standalone Consolidated Standalone Consolidated
Sales and other Receipts 15331.77 19791.43 20606.83 28616.89
Gross Profit / (Loss) before depreciation 2601.06 2931.70 2988.80 3955.77
Less: Depreciation 454.13 454.13 324.86 324.86
Profit from regular Activities 2146.93 2477.57 2663.94 3630.91
Extra ordinary items (Net) 1568.93 1568.93 0 0
Profit/ (Loss) before and after taxation 578.00 908.64 2663.94 3630.91
Balance carried from earlier year 4991.61 6245.61 2414.31 2701.33
Other Adjustments (Dividend) (57.58) (57.58) (86.65) (86.65)
Profit available for appropriation 520.42 851.06 2577.29 3544.26
Balance carried forward to next year 5512.03 7096.67 4991.61 6245.61

BUSINESS OUTLOOK:

During the year under the review the total revenue of your Company has been reduced byabout 25%. The main reason for the reduction is stoppage of production from machinerylease arrangement. It was observed that the machine which was leased was unable to givequality production & it was actually a drain on other resources of the Company. Due tothis there would have been a huge reduction in turnover. But due to the revenue from theMELT BLOWN machine installed last year your Company could achieve the sales turnover ofRs 150 Crore. Due to various methods taken by the Company there was improvement in theprofitability of the Company as against last year’s profit of 12.93% this year it is14%.

During the year the Company had to write off exceptional expense of Rs 1.82 Crore dueto the fraud on the Company and there was extraordinary expenses write off to the tune ofRs 13.87 Crore due to write off of Research and Development Expenses as per the advice ofBankers Auditors and the Independent Board Members.

So the Net profit of the Company has been substantially reduced due to onetimeexceptional expenses.

In future such expenses will not occur.

In view of the above facts the earning per share of the face value of shares Rs 10.00each has come down from Rs 9.25 to Rs 2.01.

During the year the Company’s 100% subsidiary had to stop the business ofexporting to USA from the month of September 2018 due to high tariff levied by USA onmaterials imported from China. As you are aware the subsidiary was buying from China andExporting to USA and the business was well established giving approximately 10%profitability. However due to high tariff levied the

DIVIDEND:

The Board of Directors have recommended a dividend of Rs 0.20 per equity share of Rs10/- each (@2% per share) for the financial year ended March 31 2019. During the previousyear the Board of Directors declared and paid Interim Dividends of Rs 0.50 per equityshare on 14395855 equity shares aggregating to Rs 7198000/-.The payout for the financialyear ended March 31 2019 is expected to be Rs 57.58 Lacs (exclusive of dividenddistribution tax of Rs 11.52 lacs). The dividend payment is subject to approval of membersat the ensuing Annual General Meeting.

The dividend recommended is in accordance with the Company’s Dividend DistributionPolicy. The Dividend Distribution Policy of the Company is annexed herewith and marked as AnnexureVI to this Report and the same is put up on the Company’s website and can beaccessed at http://www. fiberwebindia.com.

TRANFSER TO RESERVES:

For the year ended March 31 2019 your Directors do not propose to transfer any amountto the General Reserve and amount of Rs 520.42 Lakh is proposed to be retained as surplusin the statement of Profit and Loss account under the heading Reserves and Surplus.

EXPANSION AND MODERNISATION:

The Company proposes to expand their manufacturing facility which is presently at NaniDaman which requires huge funds. The Company invested in wholly owned subsidiary Sheth NonWoven Trading FZE. The details of the expansion programme is available at Company’swebsite:www.fiberwebindia.com.

INVESTMENT IN SUBSIDIARY:

Sheth Non Woven Trading FZE a wholly owned subsidiary of your Company was set up inRAS AL Khaimah Free Trade Zone United Arab Emirates. As of March 31 2018 the Capital ofthe Company is AED 100000 (One Lakh) divided into 100 (One Hundred) Shares of the value ofAED 1000 (One Thousand) each.

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

A Statement containing salient features of the Financial Statement of its SubsidiaryCompany pursuant to first proviso to sub-section (3) of section 129 of the Companies Act2013 read with rule 5 of Companies

(Accounts) Rules 2014 is provided as Annexure I to this report in form AOC – 1.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 and applicable Accounting Standards the Company hasprepared a Consolidated Financial Statement of the Company its Subsidiary Company in thesame form and manner as that of the Company which shall be laid before the ensuing AnnualGeneral Meeting of the Company along with the laying of the Company’s StandaloneFinancial Statement.

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

Pursuant to the provisions of Section 136(1) of the Companies Act 2013 the AuditedFinancial Statements of the Company Consolidated Financial Statements along with relevantdocuments required to be attached thereto and separate Audited Financial Statements inrespect 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 detailedinformation will be made available to any member of the Company / its Subsidiary Companywho may be interested in obtaining the same. The Audited Financial Statements of yourCompany and of its Subsidiary Company would be kept for inspection by any Member at theRegistered Office of your Company.

HEALTH SAFETY AND ENVIRONMENT:

Top priority continues to be given to environmental protection for all the units of theCompany by keeping emission levels to the minimum possible. Adequate Insurance cover hasbeen taken for properties of the Company including Buildings Plant & MachineriesStocks 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 ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 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 oradaptation.

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

SEGMENT REPORTING:

Your Company's main business is "Polymer Processing" and all other activitiesof the company revolve around this main business. As such there are no separate reportablesegments within the Company and hence the segment wise reporting as defined in Ind AS 108Operating 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 becomeor 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 thereforenot repeated to avoid duplication.

the consolidated The audited financial statement of the Company and all otherdocuments required to be attached thereto may be accessed on the Company’s website atthe www.fiberwebindia.com. The financial statements of each of the subsidiaries may alsobe accessed on the Company’s website at the link: www.fiberwebindia.com. Thesedocuments will also be available for inspection on all working days that is exceptSaturdays Sundays and Public Holidays at the Registered

Office of the Company.

The Company has formulated a policy for determining material subsidiaries. The Policymay 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 Yearended 31st March 2019.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year of the Company i.e. 31st March 2019 andthe date of this Directors’ Report i.e. 14th August 2019 except as mentioned above.

CORPORATE GOVERNANCE:

Your Company has always been conducting its business with due compliance of lawsrules 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 theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has complied with all the provisions of CorporateGovernance.

The Company has Certificate from the Auditors of the Company regardingcompliance obtained 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 ofa Director policy relating to remuneration for Directors Key Managerial Personnel andother employees;

Policy on Directors’ Appointment

Policy on Directors’ appointment is to follow the criteria as laid down under theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand 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 ofthe Company is that –

• There has never been union since incorporation and is not likely to be there inview of cordial relation with workers. As such the Board felt that there is no need toform policy for unionized workers.

• Remuneration to Key Managerial Personnel Senior Executives Managers Staff andWorkmen (non Unionized) is industry driven in which it is operating taking into accountthe performance leverage and factors such as to attract and retain quality talent.

• For Directors it is based on the shareholders resolutions provisions of theCompanies Act 2013 and

Rules framed therein circulars and guidelines issued by Central Government and otherauthorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The results of the evaluationare 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 theCompany have made a declaration confirmingthe compliance of the conditions of theindependence stipulated in Section 149(6) of the Act and the same has been taken on recordby 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 theCompany Mr. Bhavesh P. Sheth and Ms. Soniya P. Sheth Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves forreappointment. Your Directors recommend that re-election of Mr.Bhavesh P. Sheth and Ms.Soniya P. Sheth will be in the interest of the Company.

During the year Mr. G. Ravindran resigned from the Board of the Company as Executive /Whole Time Director of the Company. However the Board has appointed him as CEO designatedas Deputy President (Operation) of the Company with effect from 22nd October 2018.

During the year Mr. Rajinder Kumar Jain (DIN: 07337113) resigned as Director of theCompany with effect from 22nd October 2018.

Pursuant to sub-regulation (1A) of Regulation 17 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 inserted bythe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 approval of the Members by way of a SpecialResolution is necessary for appointment / continuation of appointment of any Non-ExecutiveDirector who has attained the age of 75 (Seventy Five) years. Hence approval of theMembers sought for the continuation of appointment of Mr. Pravin V. Sheth (DIN: 00138797)and Mr. Gopalji M. Rana (DIN: 01982997).

During the year Company has appointed Mr. Manoj Pragji Unadkat as an AdditionalDirector of the

Company with effect from 22nd October 2018 and who holds office up to the date ofensuing Annual

General Meeting. None of the member has given notice for proposing his candidature forappoint him as an Independent Director of the Company. Therefore he would be ceased to beDirector of the Company with effect from 26th September 2019.

The Company Secretary Ms. Sonal Sharma resigned on 31/05/2019 due to personal reasonand in her place Ms. Dipika A. Shinde has been appointed as Company Secretary w.e.f.16/08/2019.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

• That in the preparation of the accounts for the financial period ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures ;

• That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of theCompanyattheendofthefinancialperiod and of the profit or loss of the Company for theperiod under review;

• That the Directors have taken proper and sufficientcare for the maintenance ofadequate accounting records in accordance with provisions of the Companies Act 2013 forsafe guarding 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 periodended 31st March

2019 on a 'going concern' basis.

• The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

• The Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

NUMBER OF MEETINGS OF THE BOARD:

Six meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance in the Annual Report.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/ Grievance Committee of Directors Number ofmeetings held of each Committee during the financial year 2018-19 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate 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 relatingto ‘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 Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014.

There were no Material Related party transaction(s) made with the Company’spromoters 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 priorapproval. The Policy on Related Party Transactions as approved by the Board is uploaded onthe Company’s website: www. fiberwebindia.com.

Since all the transaction with Related Parties entered during the Financial Year2018-19 by the Company were in its ordinary course of business and on arm’s lengthbasis FORM AOC- 2 is not applicable to the

Company. However the same are provided in the financial statement forming part of thisannual report.

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

Particulars of Loans given investments made guarantees given and securities providedif any along with the purpose for which the loan or guarantee or security is proposed tobe utilized by the recipientare provided in the standalone financial statement formingpart of this annual report.

INTERNAL FINANCIAL CONTROLS:

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

RISK MANAGEMENT:

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

The Company manages monitors and reports on the principle risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company’s managementsystems organizational structures processes standards code of conduct and behaviorsthat governs how the Group conducts the business of the Company and manages associatedrisks.

VIGIL MECHANISM:

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay 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 givenin Corporate Governance Report forming part of this report.

PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of employees are set out in aseparate 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 500crores or more or a turnover of Rs 1000 crores or more or a net profit ofRs 5 crores ormore 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 oneof 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. Thecommittee 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 isattached to this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134(3) (a) and 92(3) of the Companies Act 2013read along with Rule 12 of the Companies ((Management & Administration) Rules 2014 anextract of Annual Return as of 31st March 2019 in Form No. MGT-9 is annexed herewith asAnnexure 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 astatement showing the names and other particulars of the employees drawing remuneration inexcess 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 Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not provided in the Annual Report but will beprovided to shareholders on asking for the same.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation 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 toall those members who have registered their email addresses and is available on theCompany’s website.

DEPOSITORY SYSTEM:

Electronic trading of the Company's Equity Shares has been made compulsory by theSecurities & Exchange Board of India (SEBI) from 30th October 2000. As on 31st March2019 about 95.53% shareholding representing 27504924 Equity Shares of the Company hasbeen dematerialized. Your Company has executed agreements with both NSDL and CDSL fordemat of its shares.

INTER-SE TRANSFER OF SHARES AMONG PROMOTERS:

During the year there is inter-se transfer of shares among promoters which is carriedout in compliance with the provision of the Companies Act 2013 and rules and regulationof SEBI (LODR) Regulation 2015.

AUDITORS AND AUDITORS'REPORT:

In terms of Section 139 of the Companies Act 2013 ("the Act") and theCompanies (Audit and Auditors) Rules 2014 made there under the present StatutoryAuditors of the Company M/s. A. V. Jobanputra & Co. Chartered Accountants (FirmRegistration No. 104314W) will hold office until the conclusion of the ensuing AnnualGeneral Meeting and will not seek re-appointment as his term of five years completed.

The Board of Directors at its meeting held on 14th August 2019 after considering therecommendations of the Audit Committee had recommended the appointment of M/s. AkshayKirtikumar & Associates Chartered Accountants (Firm Registration No.138182W) as theStatutory Auditors of the Company for approval of the members.

Subject to approval of members in the ensuing Annual General Meeting M/s. AkshayKirtikumar & Associates Chartered Accountants (Firm Registration Number.138182W)will be appointed as the Statutory Auditors of the Company to hold office from theconclusion of this 34th Annual General Meeting (AGM) till the conclusion of the 39thAnnual General Meeting (AGM) i.e. for the Financial Years from 2019-20 to 2023-24.

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

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read along withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors of the Company had appointed M/s. K. Pratik & AssociatesMumbai Practising Company Secretary (COP No. 12368) as Secretarial Auditor for the yearending 31st march 2019. The Secretarial

Audit Report contains Qualifications Reservation and explanations which are selfexplanatory.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the FinancialYear ended 31st March 2019 and the same is set out in Annexure V forming part ofthis Report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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 underany scheme.

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

4. No significant or material orders were passed by the Regulators or Courts orTribunals 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 casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board
Place: Mumbai SONIYA P. SHETH PRAVIN V. SHETH
Date: 14th August 2019 Director Director
Registered Office:
Air Port Road
KadaiyaNani Daman
Daman (U.T.) 396 210
CIN: L25209DD1985PLC004694
e-mail:fiberweb@fiberwebindia.com

Annexure II

ANNEXURE TO DIRECTOR’S REPORT

STATEMENT CONTAINING INFORMATION AS PER SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THE YEAR ENDED 31STMARCH 2019.

Name Designation Remuneration Received (Rs) Nature of Employment QualificationExperience (Years) Date of Commencement of Employment Age (Years) Last Employment heldEquity Share in the Company (Percentage).

(a) Employed throughout the financial year and was in receipt of remuneration at a ratein aggregate not less than Rs 10200000/-

NIL

(b) Employed throughout the financial year and was in receipt of remuneration at a ratein aggregate not less than Rs 850000/- per month.

NIL

(c) Employed throughout the financial year or part thereof was in receipt ofremuneration in the year which in the aggregate or at a rate which in the aggregate wasin excess of that drawn by the whole-time Director / Managerial Director and holds byhimself or along with his spouse and dependent children not less than 2% of the equityshares of the Company.

NIL

Notes:

1. Remuneration includes salaries house rent allowance personal allowance ex-gratiaperformance allowance leave travel assistance encashment of leave medical expenses /allowances accident insurance premium Company’s Contribution to Provident andSuperannuation funds and the monetary value of perquisites calculated in accordance withthe provisions of the Income-tax Act 1961 and the Rules made there under and excludesprovision for retiring gratuity for which separate figure is not available.

2. The above employees are not relative of any Director of the Company.

For and on behalf of the Board of Directors
Pravin V. Sheth
Place: Mumbai Director
Date: 14th August 2019 DIN: 00138797

.