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Directors Report of Fiberweb (India) Ltd.
Mar 31, 2024
Your directors are pleased to present their Report together with the audited financial statements of your Company for the year ended 31st March, 2024.
The summarized financial results are given below:
(''In Lakhs)
|
Particulars |
2023-2024 |
2022-2023 |
|
Standalone |
Standalone |
|
|
Net Sales |
8599.66 |
6,611.35 |
|
Other Income |
89.58 |
126.80 |
|
Total Income |
8689.24 |
6,738.15 |
|
Expenses |
||
|
Operating Expenditure |
4731.21 |
3,959.33 |
|
Changes in inventories of finished goods and work-in-process and stock-in-trade |
(121.14) |
348.60 |
|
Employee benefits expenses |
448.94 |
272.86 |
|
Depreciation and amortization expense |
399.11 |
236.21 |
|
Finance Cost |
101.65 |
61.26 |
|
Other expenses |
2393.37 |
1819.99 |
|
Profit / (loss) from operations before extra ordinary items and tax |
736.10 |
39.90 |
|
Extraordinary Items |
- |
92.77 |
|
Profit/(loss) after Extraordinary Items and before tax |
736.10 |
(52.87) |
|
Tax Expense: Current Tax |
2.14 |
0 |
|
Deferred tax (credit) /charge |
5.82 |
(34.35) |
|
lncome-Tax of Earlier Year |
1.18 |
11.42 |
|
Net Profit / (loss) for the period |
726.94 |
(29.93) |
The technical textile industry is an ever-evolving space that is increasingly facing pressure from environmental and sustainability perspectives. The technical textile industry has experienced unprecedented growth over the last few years and in coming years, it is likely to be higher than ever before. In 2023 and 2024, the world of technical textile saw major shifts in production, demand, and solutions. The past decade has seen immense growth in production - particularly with regard to technical textile. This surge of technical textile production has led to a rise in demand for innovative solutions - such as biodegradable plastic material that could mitigate the vast amounts of plastic waste currently plaguing our environment.
The company is undergoing the Spunlace project (Biodegradable) of Rs 160 Crore. The project will become commercial and production will start in 2025. This project will over smart top line by nearly Rs. 250 Crores with high profitability.
This year has been quite encouraging on yearly basis. The Profit for the year ending 31.03.2024 is Rs. 736.10 Lacs as against Loss of Rs. 52.87 Lacs in previous year. Net Profit after Tax is Rs. 726.96 Lacs against Loss of Rs. 29.93 Lacs in previous year.
In view of the above facts, the earning per share of the face value of shares Rs. 10.00 each has gone up to Rs. 2.52 per share. CONCLUSION:
The technical textile industry has more room to grow in the near future; potentially taking it to new heights where incredible levels of innovation could become commonplace within a wider range of applications.
The advancements in technology and improvements in cost management has allowed technical textile manufacturers to capitalize on these opportunities by offering high quality products at competitive prices. As an example, biodegradable plastics have been gaining traction due its ability to reduce waste and pave paths towards more responsible consumption patterns making it an unprecedented opportunity for companies wishing to capitalize on sustainability efforts or better yet, create new opportunities altogether.
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:
No material changes and commitments have occurred after the closure of the Financial Year 2023-2024 till the date of this Report, which would affect the financial position of your Company.
We hope with constant monitoring, your Company will be able to achieve better revenue in next year.
The Company does not have any Subsidiary as on 31st March, 2024.
The preparation of consolidated financial statement is not applicable to the company as there is no subsidiary.
The Board of Directors after considering various factors including expansion planned for Spunlace Project and to conserve resources, has deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March, 2024.
The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31,2024.
The Paid up Equity Share Capital of the Company as on March 31, 2024 was Rs. 28,79,17,100 divided into 2,87,91,710 Equity shares having face value of Rs. 10 each. During the year under review, the Company has not issued any shares with differential rights, sweat equity shares and equity shares under Employees Stock Option Scheme.
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.
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.
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.
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, 2024.
The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.
Your Company''s Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.
Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. A Report on Corporate Governance along with a Certificate from Practicing Company Secretaries, regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company has established a vigil mechanism by adopting a Whistle Blower Policy for stakeholders including directors and employees of the Company and their representative bodies to freely report / communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has Zero Tolerance towards sexual harassment at the workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. The Committee have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of committee under the Act.
During the year the Company received NIL complaints. As on this date of this report, there are no complaints received by/ pending with the Company under POSH Act.
AUDITORS:STATUTORY AUDITORS AND AUDITORS'' REPORT:
M/s Akshay Kirtikumar & Associates LLP Chartered Accountants (ICAI Firm Registration Number 138182W/W100760) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 34th Annual General Meeting (AGM) held on 26th September, 2019 until the conclusion of this AGM of the Company.
On expiry of their first term, the board recommends the ordinary resolution for re-appointment of M/s Akshay Kirtikumar & Associates LLP, Chartered Accountants (ICAI Firm Registration Number 138182W/W100760) for the second consecutive term of five years, from the conclusion of this 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting to be held in the year 2029 to examine and audit the accounts of the Company.
Further, the Auditors'' Report for FY 2023-2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ritesh Sharma, Practicing Company Secretary (Certificate of Practice Number: 20742) to undertake the Secretarial Audit of the Company. The Company has annexed to this Board''s Report as Annexure V, a Secretarial Audit Report for the Financial Year 2023-24 given by the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Ritesh Sharma has been submitted to the Stock Exchanges and is annexed to this Board''s Report.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.
Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: FIBERWEB) and BSE Limited (Scrip Code: 507910), where its securities are listed.
The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(a) Mr. Rajesh Shukla - Executive Director and Chief Executive Officer
(b) Mr. Mukesh Pandya - Chief Financial Officer
(c) Ms. Krutika Shah (Gada) - Company Secretary
The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.
The Board of Directors comprises of Nine Members, consisting of Three Non-Executive & Non-Independent Directors, Five NonExecutive & Independent Directors and One Executive Director.
In terms of Section 152 of the Act, Mr Pravin V. Sheth and Mr. Rajesh U Shukla retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered for their reappointment.
Mr Pravin V. Sheth and Mr. Rajesh U Shukla has consented to act as a director and are not disqualified from being re-appointed as Director in terms of Sections 164 and 165 of the Act read with applicable rules made thereunder. They are not debarred from holding the office of Director by virtue of any order issued by SEBI or any other such authority. They are not related to any Key Managerial Personnel of the Company.
Mr Dhrupal Shah and Mr Mithilesh Dubey were appointed as Non-Executive Independent directors of the company w.e.f 11th August, 2023.
Mr Bhadresh Shah and Mr Gopal Rana retired from the directorship of the company w.e.f 28/09/2023 due to expiry of their term. They are no longer associated with the company.
Except above, there is no other change in composition of board of directors of the company.
DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.
The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, The Independent Directors of the Company have confirmed that they are registered in the Independent Directors data bank maintained by the IICA and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA.
The Board of the Company, after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors of the Company and are independent of the Management of the Company.
The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, Independent Directors and Chairman of the Company was carried out. Pursuant to the provisions of the Act and the Listing Regulations, the NRC formulated criteria for effective evaluation of the performance of the Board, its Committees and Individual Directors.
Accordingly, the performance evaluation of the Board, its committees and individual Directors was carried out by the NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the Listing Regulations, the evaluation of Independent Directors was done by the Board of Directors.
The NRC at its meeting reviewed the evaluations and the implementation and compliance of the evaluation exercise done.
All Directors of the Company as on 31st March 2024 participated in the evaluation process. The evaluation exercise for the financial year, inter-alia, concluded the transparency and free-flowing discussions at meetings, the adequacy of the Board and its Committee compositions and the frequency of meetings were satisfactory. Suggestions have been noted for implementation. The Directors expressed their satisfaction with the evaluation process.
The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, frequency and adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions and constructive functioning of the Committees, effectiveness of the Committee''s recommendation for the decisions of the Board, etc.
Evaluation of Directors and Board:
A separate exercise was carried out by the Governance, Nomination and Remuneration Committee ("GNRC") of the Board to evaluate the performance of Individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:
The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Company''s values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134(3) (c) and 134(5) 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, 2024, 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 year and of the profit 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, 2013 for 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, 2024 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.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:
Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013.
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 -
⢠There has never been union since incorporation and is not likely to be there in view of cordial relation with workers. As such the Board felt that there is no need to form policy for unionized workers.
⢠Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionized) 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.
During the Financial Year ended 31st March 2024, four Board Meetings were held on the following dates: 30th May, 2023, 11th August, 2023, 04th November, 2023 and 06th February, 2024. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.
The 38th AGM of the Company was held on Thursday, 28th September, 2023 at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210.
The 39th AGM of the Company will be held on Friday, 27th September, 2024 at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210 to discuss the business as stated in the AGM Notice.
MEETINGS OF INDEPENDENT DIRECTORS:
The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.
These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
The Board usually met once in the start of financial year, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.
As on 31 st March, 2024, the Committee comprises of three Directors viz. Mr. Sorabh Gupta (Chairman of the Committee), Mr. Chidambar Rege and Mrs. Soniya P Sheth. All the Members of the Committee are Non-Executive Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.
During the year, Mr. Sorabh Gupta was appointed as a Chairman of the Audit Committee effective 11th August, 2023.
All members of the Audit Committee are financially literate and possess accounting and financial management knowledge. The details of the same are provided in the Corporate Governance Report.
All the recommendations of the Audit Committee were accepted by the Board.
Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the code as mentioned hereinabove.
The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March, 2024.
Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
The Company has in place a process for approval of Related Party Transactions and on dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions, as applicable, along with the justification are provided to the Audit Committee in terms of the Company''s
Policy on Materiality of and on Dealing with Related Party Transactions and as required under SEBI Master Circular Number SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023. All Related Party Transactions entered during the year were in the ordinary course of business and on an arm''s length basis.
The Company has not entered into Material Related Party Transactions as per the provisions of the Act and a confirmation to this effect as required under section 134(3) (h) of the Act is given in Form AOC-2 as Annexure VI, which forms part of this Boards'' Report.
The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Company''s website at www.fiberwebindia.com
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Details of Loans given, investments made, guarantees given and securities provided, if any, along with 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.
The Company has laid down a well-defined risk management policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigation the same through a proper defined framework.
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, organizational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.
The constitution of Risk Management Committee is not mandatory for your Company as per provisions of Regulation of 21 of LODR is applicable to the Top 1000 listed entities.
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees of the Company are annexed to this report as Annexure I''.
In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of remuneration in excess of the limits set out in the said Rules.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company has been at the forefront of helping people through impactful CSR projects that have addressed critical issues of our time. CSR for a business includes being responsible for its business processes and products, and engaging in accountable relationships with its employees, customers, and the community. Your Company has built its reputation as a good corporate citizen by not only doing good business, but also by driving positive change in society.
For your Company, CSR is not only about adhering to statutory and legal compliances but also creating social and environmental value for its stakeholders thus contributing to build an equal and future-ready nation. Your Company has a vibrant CSR portfolio that primarily serves weaker sections of society and help them to earn their livelihood. For the Financial Year 2023-2024, your Company continued to focus on providing education and provide the medical assistance to the people.
As per the Companies Act, 2013, as prescribed companies are required to spend at least 2% of their average net profits for three immediately preceding financial years
Accordingly, your Company has spent 30.50 Lakhs towards the CSR activities during FY24.
Details about the CSR policy are available on our website www.fiberwebindia.com. The report on the CSR activities of your Company is appended as "Annexure II" to the Directors'' Report.
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www. fiberwebindia. com.
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, 2024, about 96.07% shareholding representing 2,76,59,035 Equity Shares of the Company has been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.
INTER-SE TRANSFER OF SHARES AMONG PROMOTERS:
As on 31 st March, 2024 there were no inter-se transfer of shares among promoters which is carried out in compliance with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.
As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2024. Their Certificate is annexed to this Directors'' Report.
1. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and
2. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
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.
5. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and Rules framed thereunder.
Your director''s 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.
Your Directors take this opportunity to express and place on record their appreciation for the continued supp ort, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.
Mar 31, 2018
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. Thereâs 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 Companyâs 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 Regulationsâ) 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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs website at the www.fiberwebindia.com. The financial statements of each of the subsidiaries may also be accessed on the Companyâs 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 Directorsâ 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 âCâ 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 DIRECTORSâ 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 Directorsâ Appointment
Policy on Directorsâ 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 âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, 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 Companyâs 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 Companyâs 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 armâs 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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs 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 Auditorâs 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 Companyâs 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
Mar 31, 2016
Dear Shareholders,
The Directors have pleasure in presenting the 31st Annual Report and Audited Financial Statements of the Company for the year ended 31st March 2016. The summarized financial results are given below:
SUMMARISED FINANCIAL RESULTS: (Rs. In Lakhs)
|
2015-16 |
2014-15 |
|
|
Sales and other Receipts |
6500.68 |
7412.34 |
|
Gross Profit / (Loss) before depreciation |
1479.43 |
1027.32 |
|
Less: Depreciation |
321.46 |
11.52 |
|
Profit from regular Activities |
457.13 |
203.31 |
|
Extra ordinary items (Net) |
253.29 |
0 |
|
Profit/ (Loss) before and after taxation |
710.42 |
203.31 |
|
Balance carried from earlier year |
(9938.28) |
(10141.59) |
|
Profit available for appropriation |
0 |
0 |
|
Balance carried forward to next year |
(9227.87) |
(9938.27) |
BUSINESS OUTLOOK:
During the year under review your Company has recorded good progress. The earlier constraints are overcome by the team work and all out efforts of our executive and workforce resulting in encouraging results. From the regular activities of the Company during this year resulted in Profit of Rs. 457.13 Lacs as against Profit of Rs. 203.31 Lacs. Increase of 125% over last year. Considering extraordinary items the Profit for the year is Rs. 710.41 Lacs. The Earning per share of Rs. 10/- each is Rs. 6.34 (EPS) against last year figure of Rs. 1.85 (EPS). The Company has very healthy order book position. The future outlook for your Company is very bright and promising.
REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985:-
As per the order passed by BIFR (Delhi) dated 20/12/2015 Rehabilitation scheme was approved. The necessary actions as per the order are taken by the Company.
DIVIDEND:
Owing to huge carried forward loss, your Directors do not recommend any dividend.
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.
The report on Managementâs Discussion and Analysis includes observations on health, safety and environment compliances by the Company.
All Plant sites of the Company are environment regulations compliant.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public under chapter V of the Companies Act, 2013 during the period under review.
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.
The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Nonwoven Fabrics & products thereof. The Company has earned foreign exchange of Rs.4689.64 lacs during the year, and incurred expenditure of Rs.3117.34 lacs in foreign exchange.
SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:
Your Companyâs main business is âPolymer Processingâ 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 Accounting Standards 17 is not applicable to the Company.
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, 2016.
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, 2016 and the date of this Directorsâ Report i.e. 4th August, 2016.
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 âCâ 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 Listing Regulations. This is annexed to the Directors Report.
POLICY ON DIRECTORSâ 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 Directorsâ Appointment
Policy on Directorsâ 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 Unionized) 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 is satisfactory and adequate and meets 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. G. Ravindran and Mr. Bhavesh 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. G. Ravindran and Mr. Bhavesh P. Sheth will be in the interest of the Company.
Mr. P. S Krishnan, on completion of his terms of appointment ceased to be a Director of the Company. Mr. P. S. Krishnan, Director liable to retirement by rotation, whose term expired on 31st July, 2015 did not offer himself for re-appointment and accordingly he was not re-appointed as a Director of the Company. He was the Executive Director of the Company since August, 1999 and the Board records its appreciation of his long and valuable services rendered to the Company.
During the year Mr. D. V. Naik resigned from the office of Director on 30th July, 2015. The Board records its appreciation of his long and valuable services rendered to the Company.
The vacancy so caused on the Board of the Company were not filled up.
During the year under review, Your Board of Directors has also appointed Mr. Rajinder Kumar Jain as Additional Director of the Company w.e.f. 12th February, 2016 as per direction given by BIFR Order. The Company has received a notice in writing from a member proposing his candidature for appointment as an Independent Director. Your Directors recommended that re-appointment of Mr. Rajinder Kumar Jain as an Independent Director will be in the interest of the Company.
Mr. Abdullah Ebrahim Chief Financial Officer, resigned on 4th August, 2016 and in his place Mr. P. S. Krishnan has been appointed as Chief Financial Officer of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134(1) (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, 2016, 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, 2013 for 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, 2016 on a âgoing concernâ 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:
Nine 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 2015-16 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.
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 Companyâs 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 Companyâs website: www. fiberwebindia.com.
Since all the transaction with Related Parties entered during the Financial Year 2015-16 by the Company, were in its ordinary course of business and on armâs length basis FORM AOC- 2 is not applicable to the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
Particulars of Loans given, investments made, guarantees given and securities provided, if any, along with 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 Companyâs 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 Companyâs management systems, organizational structures, processes, standards, code of conduct and behaviors that governs how the Group conducts the business of the Company and manages associated risks.
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 Companyâs 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.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has already constituted Corporate Social Responsibility Committee. As per Section 135 of the Companies Act, 2013, the Company needs to spend 2% of Average net profit of last three years on CSR activities. The Average net profit of last three years of Company is negative therefore your Company need not require to spend any amount on CSR Activity.
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 2016 in Form No. MGT-9 is annexed herewith as Annexure I 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 Companyâs 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 Companyâs website.
DEPOSITORY SYSTEM:
Electronic trading of the Companyâs Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2016, about 92.92% shareholding representing 11704056 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.
SUSPENSION OF TRADING:
Trading of the Company suspended in March, 2016 due to Corporate Action for Reduction & Consolidation of Share Capital and Further issue of shares on preferential basis to Promoters and their group and Strategic Investor as per BIFR Order dated 20/10/2015. Listing approval for the same has been received from BSE and Trading approval received w.e.f. 5th May, 2016.
AUDITORS AND AUDITORSâ REPORT:
The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant, Mumbai (Firm Registration No.104314W, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.
The company has received letter from Auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.
The notes on financial statement referred to in the Auditorsâ Report are self explanatory and therefore do not call for any further explanation. The Auditorâs Report does not contain any qualification, reservation or adverse remark.
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 Ms. Kala Agarwal, Company Secretaries (CP No. 5356) as Secretarial Auditor, for the year ending 31st march, 2016. 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, 2016 and the same is set out in âAnnexure IIâ, 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 as it has no subsidiary Company.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs 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
PRAVIN V. SHETH
Chairman & Managing Director
Place: Daman
Date: 4th August, 2016
Registered Office:
Air Port Road, Kadaiya,
Nani Daman, Daman (U.T.) 396 210
CIN: L25209DD1985PLC004694
e-mail:fiberweb@fiberwebindia.com
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report and
Audited Accounts of the Company for the 12 months period ended 31st
March 2015 (01/04/2014 to 31/03/2015). The summarized financial results
are given below:
SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
2014-15 2013-14
Sales and other Receipts 7412.34 6947.43
Gross Profit / (Loss) before depreciation 1027.32 837.39
Less: Depreciation 11.52 226.93
Profit from regular Activities 203.31 (73.29)
Extra ordinary items (Net) 0 (1.12)
Profit/ (Loss) before and after taxation 203.31 (74.41)
Balance carried from earlier year (10141.59) (10067.17)
Profit available for appropriation 0 0
Balance carried forward to next year (9938.27) (10141.59)
OPERATION:
During the 12 months period, April 2014 to March 2015 under review,
your Company recorded a turnover of Rs 74.12 crores compared to Rs
69.47 crores during the previous period of 12 months. The last 12
months period witnessed economic recession in all the countries
especially in the developed countries where our products are widely
exported. The regular activities of the Company during this period
resulted in a Profit of Rs 203.31 lacs as against loss of Rs 73.29 lacs
last year. Your company is 100% EOU facing various constraints like
wide fluctuation in polymer (our R.M.) prices, steep increase in ocean
freight at regular intervals, RBI/Govt. policy etc. There is no support
or incentive from Govt. for increasing exports. Inspite of all odds the
working result of your company is encouraging. Your company is not
having banking facilities which also restricts flexibility. The future
outlook for the Company is encouraging.
REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT
1985:-
Pursuant to an Order dated 18/1/2007 of the Hon'ble Bench of BIFR, the
Company was declared as a sick industry and IDBI was appointed as the
Operating Agency. A draft Rehabilitation Scheme has been prepared and
submitted. Under the Scheme One Time Settlement of Dues with financial
institutions and bankers have been envisaged. Accordingly the Company
has settled and paid all its dues of IDBI, Corporation Bank and BOI
Mutual Fund and the Administrator of the specified undertaking of UTI,
the BHF Bank, UTI (MF) and Canara Bank. The Company is hopeful that
Draft Rehabilitation Scheme will be approved by the BIFR soon, which
when implemented will result in profitable revival of the Company.
DIVIDEND:
Owing to huge carried forward loss, your Directors do not recommend any
dividend.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits from the Public under
chapter V of the Companies Act, 2013 during the period under review.
ENVIRONMENTAL PROTECTION AND INSURANCE:
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The Company constantly takes effective steps to attain energy
conservation.
The Company does not employ any foreign technology which needs
absorption or adaptation.
The Company is the leading manufacturer and exporter of Spun Bond
Polypropylene Non woven Fabrics & products thereof. The Company has
earned foreign exchange of Rs. 4088.71 lacs during the year, and
incurred expenditure of Rs.3310.20 lacs in foreign exchange.
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 Accounting Standards 17 is not
applicable to the Company.
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.
The Company has obtained a Certificate from the Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated in the Listing Agreement with the Stock Exchanges. 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 Listing Agreement with Stock
Exchange and good corporate practices. 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 is satisfactory and adequate
and meets the requirement 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. G. Ravindran and Mr. Bhavesh 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. G. Ravindran and Mr.
Bhavesh Sheth will be in the interest of the Company.
During the year under review, Your Board of Directors has appointed
Mrs. Soniya P Sheth as Additional Director w.e.f. 30th March, 2015 and
she shall hold office upto the date of the ensuing Annual General
Meeting. The Company has received a notice in writing from a member
proposing her candidature for appointment as a Director (Non Executive
and Non- Independent) to comply the provisions of the Act and Listing
requirement of Woman Director on the Board.
Mr. P. S Krishnan on completion of his terms of appointment ceased to
be a Director of the Company. Mr. P S. Krishnan, Director liable to
retirement by rotation, whose term expired on 31st July, 2015 did not
offer himself for re-appointment and accordingly he was not
re-appointed as a Director of the Company. He was the Executive
Director of the Company since August 1999 and the Board records its
appreciation of his long and valuable services rendered to the Company.
During the year Mr. D. V. Naik resigned from the office of Director on
30th July, 2015. The Board records its appreciation of his long and
valuable services rendered to the Company.
The vacancy so caused on the Board of the Company were not filled up.
During the year under review, Your Board of Directors has re-appointed
Mr. Pravin V. Sheth as Chairman and Managing Director of the Company
subject to approval of members at the ensuing Annual General Meeting.
In terms of the Articles of Association of the Company, Mr. C. A. Rege,
Mr. Bhadresh Shah and Mr. Gopalji M. Rana, Directors retire at the
ensuing Annual General Meeting. The Company has received requisite
notices in writing from members proposing Mr. C. A. Rege, Mr. Bhadresh
Shah and Mr. Gopalji M. Rana, for appointment as Independent Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and Clause 49 of the Listing Agreement with the
Stock Exchange.
During the year under review, Your Board of Directors has also
appointed Mr. Abdullah Ebrahim
as Chief Financial Officer of the Company w.e.f. 1st December, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
* That in the preparation of the accounts for the financial period
ended 31st March, 2015, 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, 1956 for 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, 2015 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:
Seven 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 2014-15 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.
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.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED:
Particulars of Loans given, investments made, guarantees given and
securities provided, if any, along with 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.
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.
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:
CORPORATE SOCIAL RESPONSIBILITY :
The Company has already constituted Corporate Social Responsibility
Committee. As per Section 135 of the Companies Act, 2013, the Company
needs to spend 2% of Average net profit of last three years on CSR
activities. The Average net profit of last three years of Company is
negative therefore your Company need not require to spend any amount on
CSR Activity.
EXTRACT OF ANNUAL RETURN :
Extract of Annual Return of the Company is annexed herewith as Annexure
II 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
provided in the Annual Report as Annexure I.
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, 2015, about 86.27% share holding
representing 94,83,574 Equity Shares of the Company have been
dematerialized. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
AUDITORS AND AUDITORS' REPORT :
The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant,
Mumbai, are eligible for re-appointment and have indicated their
willingness to act as such. In terms of Section 139 of the Companies
Act, 2013, their appointment needs to be confirmed and their
remuneration has to be fixed.
The company has received letter from auditor to the effect that his
re-appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for re- appointment.
The Company has received intimation from statutory auditor M/s. P M.
Turakhia & Associates, Chartered Accountants (Registration No.
111086W), about their unwillingness for re-appointment as statutory
auditor of the Company for the coming Financial Year at ensuing AGM due
to regulatory requirement.
In terms of Sec.139(2) of the Companies Act, 2013, No auditor shall be
appointed for more than two terms of five consecutive years. Further
provided that every company existing on or before the commencement of
this Act which is required to comply with provision of this sub-section
shall comply with this requirement within three years from the date of
commencement of this Act. M/s. P M. Turakhia & Associates, Chartered
Accountants (Registration No. 111086W) have already completed the above
mentioned tenure hence shown their unwillingness to continue as
statutory auditor for the coming financial year. Since the Company has
M/s A. V. Jobanputra & Company Chartered Accountant (Registration No.
104314W) as statutory Auditors, it does not require to fill vacancy
caused by other Auditors M/s P. M. Turakhia & Associates.
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.
SECRETARIAL AUDITOR :
The Board has appointed M/s. Sarita Lakhotiya & Associates, Practicing
Company Secretary, to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31,2015 is annexed herewith and forming part of this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
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.
REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreements) the Cash Flow Statement for the year ended 31.03.2015 is
annexed to the Accounts.
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
PRAVIN V. SHETH
Chairman & Managing Director
Place: Daman
Date: 30th July, 2015
Registered Office:
Air Port Road, Kadaiya,
Nani Daman, Daman (U.T.) 396 210
CIN: L25209DD1985PLC004694
e-mail:fiberweb@fiberwebindia.com
Mar 31, 2014
Dear Member,
The Directors have pleasure in presenting the 29th Annual Report and
Audited Accounts of the Company for the 12 months period ended 31st
March 2014(01.04.2013 to 31.03.2014). The summarized financial results
are given below:
01. SUMMARISED FINANCIAL RESULTS:
(Rs. In Lakhs)
2013-14 2012-13
Sales and other Receipts 6947.43 5436.87
Gross Profit / (Loss) before depreciation 837.39 792.27
Less: Depreciation 226.93 224.05
Profit from regular Activities (73.29) 5.66
Extra ordinary items (Net) (1.12) (97.00)
Profit/ (Loss) before and after taxation (74.41) (91.34)
Balance carried from earlier year (10067.17) (9975.83)
Profit available for appropriation 0 0
Balance carried forward to next year (10141.59) (10067.17)
02. OPERATIONS:
During the 12 months period, April 2013 to March 2014 under review,
your Company recorded a turnover of Rs 69.47 crores compared to Rs
54.37 crores during the previous period of 12 months. The last 12
months period witnessed economic recession in all the countries
especially in the developed countries where our products are widely
exported. The regular activities of the Company during this period
resulted in a loss of Rs 73.29 lacs as against profit of Rs 5.66 lacs
last year. Your company is 100% EOU facing various constraints like
wide fluctuation in polymer (our R.M.) prices, steep increase in ocean
freight at regular intervals, RBI/Govt. policy etc. There is no support
or incentive from Govt. for increasing exports. Inspite of all odds the
working result of your company is encouraging. Your company is not
having banking facilities which also restricts flexibility. The future
outlook for the Company is encouraging.
03. REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT
1985:-
Pursuant to an Order dated 18/1/2007 of the Hon''ble Bench of BIFR, the
Company was declared as a sick industry and IDBI was appointed as the
Operating Agency. A draft Rehabilitation Scheme has been prepared and
submitted. Under the Scheme One Time Settlement of Dues with financial
institutions and bankers have been envisaged. Accordingly the Company
has settled and paid all its dues of IDBI, Corporation Bank and BOI
Mutual Fund and the Administrator of the specified undertaking of UTI,
the BHF Bank, UTI (MF) and Canara Bank. The Company is hopeful that
Draft Rehabilitation Scheme will be approved by the BIFR soon, which
when implemented will result in profitable revival of the Company.
04. DIVIDEND:
Owing to huge carried forward loss, your Directors do not recommend any
dividend.
05. FIXED DEPOSITS:
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The Company constantly takes effective steps to attain energy
conservation.
The Company does not employ any foreign technology which needs
absorption or adaptation.
The Company is the leading manufacturer and exporter of Spun Bond
Polypropylene Nonwoven Fabrics & products thereof. The Company has
earned foreign exchange of Rs. 3931.72 lacs during the year, and
incurred expenditure of Rs.3268.34 lacs in foreign exchange.
07. 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 Accounting Standards 17 is not
applicable to the Company.
08. 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.
The Company has obtained a Certificate from the Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated in the Listing Agreement with the Stock Exchanges. This is
annexed to the Directors Report
09. DIRECTORATE:
Mr. Pravin V. Sheth Mg. Director, Mr. P. S. Krishnan Executive Director
& Mr. Bhavesh Sheth retire by rotation and being eligible offer
themselves for reappointment. Your Directors recommend that re-election
of Mr. Pravin V. Sheth, Mr. P.S.Krishnan & Mr. Bhavesh Sheth will be in
the interest of the Company.
Further Mr. K.I. Jos and Mr. D. V. Naik have been appointed as
Independent Directors of the Company.
10. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
* That in the preparation of the accounts for the financial period
ended 31st March, 2014, 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, 1956 for 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, 2014 on a ''going concern'' basis.
11. 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, 2014, about 86.13 % share holding
representing 94,68,721 Equity Shares of the Company have been
dematerialized. Your Company has executed agreements with both NSDL
and CDSL for demat of its shares.
12. ENVIRONMENTAL PROTECTION & INSURANCE:
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.
13. AUDITORS:
The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 139 of the
Companies Act, 2013, their appointment needs to be confirmed and their
remuneration has to be fixed.
The Company has decided to appoint A.V. Jobanputra & Co. Chartered
Accountants, Mumbai as Joint Statutory Auditor of the Company in
addition to existing statutory Auditor of the company to hold office
till the conclusion of next Annual General Meeting.
The company has received letters from both of them to the effect that
their re-appointment/ appointment respectively, if made, would be
within the prescribed limits under Section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for
re-appointment/appointment respectively.
14. AUDITORS'' REPORT:
The notes to the Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further explanation.
15. AUDIT COMMITTEE:
As required by the provisions of Section 177 of the Companies Act,
2013, the Board of Directors of the company at their meeting held on
30th January 2012 had reconstituted an Audit Committee comprising of
three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. C. A. Rege
and Mr. K. I. Jos.
16. PARTICULARS OF EMPLOYEES:
None of the Company''s employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed there under.
17. REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreement/(s) the Cash Flow Statement for the year ended 31.03.2014 is
annexed to the Accounts.
18. ACKNOWLEDGEMENT
Yours Directors place on record their deep appreciation of the
continued support received from shareholders and bankers.
On behalf of the Board
PRAVIN V. SHETH
Chairman & Managing Director
Place: Daman
Date: 30th July, 2014
Registered Office:
Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210
CIN: L25209DD1985PLC004694
e-mail: fiberweb@fiberwebindia.com
Mar 31, 2013
Dear Shareholders,
The Directors have pleasure in presenting the 28th Annual Report and
Audited Accounts of the Company for the 12 months period ended 31st
March 2013(01.04.2012 to 31.03.2013). The summarized fnancial results
are given below:
01. SUMMARISED FINANCIAL RESULTS:
(Rs. in lakhs)
2012-13 2011-12
Sales and other Receipts 5436.87 4665.31
Gross Profits / (Loss) before
depreciation 229.71 371.46
Less: Depreciation 224.05 123.09
Profit from regular Activities 5.66 248.37
Extra ordinary items (Net) (97.00) 6.88
Profit/ (Loss) before and after taxation (91.34) 255.25
Balance carried from earlier year (9975.83) (10231.08
Profit available for appropriation 0 0
Balance carried forward to next year (10067.17) (9975.83)
02. OPERATIONS:
During the 12 months period, April 2012 to March 2013 under review,
your Company recorded a turnover of Rs 54.36 crores compared to Rs
46.65 crores during the previous period of 12 months. The last 12
months period witnessed economic recession in all the countries
especially in the developed countries where our products are widely
exported. The regular activities of the Company during this period
resulted in a proft of Rs 5.66 lacs as against proft of Rs 248.37 lacs
last year. Your company is 100% EOU facing various constraints like
wide fuctuation in polymer (our R.M.) prices, steep increase in ocean
freight at regular intervals, RBI/Govt. policy etc. There is no
support or incentive from Govt. for increasing exports. Inspite of all
odds the working result of your company is encouraging. The downward
trend of the effects of economic recession has slowed down and it is
expected that the economies of the affected countries will improve in
the next six months and the activities of the Company will be
proftable. Your company is not having banking facilities which also
restricts fexibility.
03. REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT
1985:-
Pursuant to an Order dated 18/1/2007 of the Hon''ble Bench of BIFR, the
Company was declared as a sick industry and IDBI was appointed as the
Operating Agency. A draft Rehabilitation Scheme has been prepared and
submitted. Under the Scheme One Time Settlement of Dues with fnancial
institutions and bankers have been envisaged. Accordingly the Company
has settled and paid all its dues including the dues of IDBI,
Corporation Bank and BOI Mutual Fund and the Administrator of the
specifed undertaking of UTI, the BHF Bank, UTI (MF) and Canara Bank.
The Company is hopeful that Draft Rehabilitation Scheme will be
approved by the BIFR soon, which when implemented will result in
proftable revival of the Company.
04. DIVIDEND:
Owing to huge carried forward loss, your Directors do not recommend any
dividend.
05. FIXED DEPOSITS:
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company constantly takes effective steps to attain energy
conservation.
The Company does not employ any foreign technology which needs
absorption or adaptation.
The Company is the leading manufacturer and exporter of Spun Bond
Polypropylene Nonwoven Fabrics & products thereof. The Company has
earned foreign exchange of Rs.2951.52 lacs during the year, and
incurred expenditure of Rs.2455.49 lacs in foreign exchange.
07. 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 defned in Accounting Standards 17 is not
applicable to the Company.
08. 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.
The Company has obtained a Certifcate from the Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated in the Listing Agreement with the Stock Exchanges. This is
annexed to the Directors Report
09. DIRECTORATE:
Mr. Bhadresh H. Shah, Mr. Gopalji M. Rana and Mr. C.A. Rege retire by
rotation and being eligible offer themselves for reappointment. Your
Directors recommend that re-election of Mr. Bhadresh H. Shah, Mr.
Gopalji M. Rana and Mr. C.A. Rege will be in the interest of the
Company.
10. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confrmed:
- That in the preparation of the accounts for the financial period
ended 31st March, 2013, 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 fnancial period and of the
proft or loss of the Company for the period under review;
- That the Directors have taken proper and suffcient care for the
maintenance of adequate accounting
records in accordance with provisions of the Companies Act, 1956 for
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 fnancial
period ended 31st March, 2013 on a ''going concern'' basis.
11. 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, 2013, about 86.05 % share holding
representing 94,59,568 Equity Shares of the Company have been
dematerialized. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
12. ENVIRONMENTAL PROTECTION & INSURANCE:
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.
13. AUDITORS:
The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 224A of the
Companies Act, 1956, their appointment needs to be confrmed and their
remuneration has to be fxed.
14. AUDITORS'' REPORT:
The notes to the Accounts referred to in the Auditors'' Report are self
explanatory and therefore do not call for any further explanation under
Section 217(3) of the Companies Act, 1956.
15. AUDIT COMMITTEE:
As required by the provisions of Section 292 A of the Companies Act,
1956, the Board of Directors of the company at their meeting held on
30th January 2012 had reconstituted an Audit Committee comprising of
three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. C. A.
Rege and Mr. K. I. Jos.
16. PARTICULARS OF EMPLOYEES:
None of the Company''s employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed there under.
17. REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreements) the Cash Flow Statement for the year ended 31.03.2013 is
annexed to the Accounts.
18. ACKNOWLEDGEMENT:
Yours Directors place on record their deep appreciation of the
continued support received from shareholders and bankers.
On behalf of the Board
pRAVin V. SHetH
Chairman & Managing Director
Place: Daman
Date: 30th July, 2013
Registered Offce:
Air Port Road, Kadaiya,
Nani Daman, Daman (U.T.) 396 210
Mar 31, 2012
Dear Shareholders,
The Directors have pleasure in presenting the 27th Annual Report and
Audited Accounts of the Company for the 12 months period ended 31st
March 2012(01.04.2011 to 31.03.2012). The summarized financial results
are given below:
01. SUMMARISED FINANCIAL RESULTS:
(Rs. In lakhs)
2011-12 2010-11
Sales and other Receipts 4665.31 4682.48
Gross Profit / (Loss) before 371.46 203.77
depreciation
Less: Depreciation 123.09 135.05
Profit from regular Activities 248.37 68.72
Extra ordinary items (Net) 6.88 (3952.34)
]Profit/ (Loss) before and 255.25 (3883.62)
after taxation
Balance carried from (10231.08) (6347.46)
earlier year
Profit available for appropriation 0 0
Balance carried forward (9975.83) (10231.08)
to next year
02. OPERATIONS :
During the 12 months period, April 2011 to March 2012 under review,
your Company recorded a turnover of Rs 46.65 crores compared to Rs
46.82 crores during the previous period of 12 months. The last 12
months period witnessed economic recession in all the countries
especially in the developed countries where our products are widely
exported. The regular activities of the Company during this period
resulted in a profit of Rs 248.37 lacs as against profit of Rs 68.72
lacs last year. Your company is 100% EOU facing various constraints
like wide fluctuation in polymer (our R.M.) prices, steep increase in
ocean freight at regular intervals, RBI policy etc. There is no support
from Govt. for increasing exports. Inspite of all odds the working
result of your company is quite encouraging. The downward trend of the
effects of economic recession has slowed down and it is expected that
the economies of the affected countries will improve in the next six
months and the activities of the Company will be profitable, your
company is not having banking facilities which also restricts
flexibility.
03. REFERENCE UNDER SICK
INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985 :-
Pursuant to an Order dated 18/1/2007 of the Hon''ble Bench of BIFR,
the Company was declared as a sick industry and IDBI was appointed as
the Operating Agency. A draft Rehabilitation Scheme has been prepared
and submitted. Under the Scheme One Time Settlement of Dues with
financial institutions and bankers have been envisaged. Accordingly the
Company has settled and paid 98% of its total dues including the dues
of IDBI, Corporation Bank and BOI Mutual Fund and the Administrator of
the specified undertaking of UTI, the BHF Bank and UTI (MF). Only one
unsecured creditor of 2%of Debts, Canara Bank, has to fall in line with
other creditors as advised by BIFR. The Company is hopeful that Draft
Rehabilitation Scheme will be approved by the BIFR soon, which when
implemented will result in profitable revival of the Company.
04. DIVIDEND :
Owing to huge carried forward loss, your Directors do not recommend any
dividend.
05. FIXED DEPOSITS :
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The Company constantly takes effective steps to attain energy
conservation.
The Company does not employ any foreign technology which needs
absorption or adaptation.
The Company is the leading manufacturer and exporter of Spun Bond
Polypropylene Nonwoven Fabrics & products thereof. The Company has
earned foreign exchange of Rs.267.03 lacs during the year, and incurred
expenditure of Rs.171.99 lacs in foreign exchange.
07. 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 Accounting Standards 17
is not applicable to the Company.
08. 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.
The Company has obtained a Certificate from the Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated in the Listing Agreement with the Stock Exchanges. This is
annexed to the Directors Report.
09. DIRECTORATE :
Mr. Bhavesh P. Sheth and Mr. Dileep V. Naik retire by rotation and
being eligible offer themselves for reappointment.Your Directors
recommend that re-election of Mr. Bhavesh P. Sheth and Mr. Dileep V.
Naik will be in the interest of the Company.
Mr. Jos K. I. was appointed as an additional Director of the company on
31-10-2011 and he hold office till the date of this Annual General
Meeting and being eligible offers himself for re- election and your
Directors recommend that he should be appointed as Director in the
interest of the company.
10. DIRECTORS'' RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed :
- That in the preparation of the accounts for the financial period
ended 31st March, 2012, 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, 1956 for 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, 2012 on a ''going concern'' basis.
11. 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, 2012, about 85.92 % share holding
representing 9445188 Equity Shares of the Company have been
dematerialized. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
12. ENVIRONMENTAL PROTECTION & INSURANCE :
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.
13. AUDITORS :
The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 224A of the
Companies Act, 1956, their appointment needs to be confirmed and their
remuneration has to be fixed.
14. AUDITORS'' REPORT :
The notes to the Accounts referred to in the Auditors'' Report are
self explanatory and therefore do not call for any further explanation
under Section 217(3) of the Companies Act, 1956.
15. AUDIT COMMITTEE :
As required by the provisions of Section 292 A of the Companies Act,
1956, and as a consequence of the ceasation of Directorship of Mr. J.
B. Patel the Board of Directors of the Company at their meeting held on
30th January 2012 had reconstituted an Audit Committee comprising of
three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. C. A. Rege
and Mr. K. I. Jos.
16. PARTICULARS OF EMPLOYEES :
None of the Company''s employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed there under.
17. REGULATORY STATEMENT :
In conformity with the provisions of clause 32 of the Listing
Agreement/(s) the Cash Flow Statement for the year ended 31.03.2012 is
annexed to the Accounts.
18. ACKNOWLEDGEMENT :
Yours Directors place on record their deep appreciation of the
continued support received from shareholders and bankers.
On behalf of the Board
PRAVIN V. SHETH
Chairman & Managing Director
Place: Daman
Date: 30th July, 2012
Registered Office:
Air Port Road, Kadaiya,
Nani Daman, Daman (U.T.) 396 210
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 26th Annual Report and
Audited Accounts of the Company for the 12 months period ended 31st
March 2011,(01.04.2010 to 31.03.2011). The summarized financial results
are given below :
01. SUMMARISED FINANCIAL RESULTS:
(Rs. In lakhs)
2010-11 2009-10
Sales 4682.48 3129.13
Gross Profit / (Loss) before 203.77 216.57
depreciation
Less: Depreciation 135.05 176.43
Profit from regular Activities 68.72 40.14
Extra ordinary items (3952.34) 0
Profit/ (Loss) before and (3883.62) 40.14
after taxation
Balance carried from (6347.46) (6387.60)
earlier year
Profit available for
appropriation 0 0
Balance carried forward to (10231.08) (6347.46)
next year
02. OPERATIONS:
During the 12 months period, April 2010 to March 2011 under review,
your Company recorded a turnover of Rs.46.82 crores compared to
Rs.31.29 crores during the previous period of 12 months. The last 12
months period witnessed deep economic recession in all the countries
especially in the developed countries where our products are widely
exported. The regular activities of the Company during this period
resulted in a Profit of Rs.68.72 lacs as against profit of Rs.40.14
lacs last year. However considering extraordinary items the loss for
the period amounted to Rs.38.84 crores. The downward trend of the
effects of economic recession has slowed down and it is expected that
the economies of the affected countries will improve in the next six
months. We are hopeful that with the consequent increase in demand the
activities of the Company will be Profitable.
03.REFERENCE UNDER SICK
INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) Act 1985
Pursuant to an Order dated 18/1/2007 of the Hon'ble Bench of BIFR, the
Company was declared as a sick industry and IDBI, New Delhi was
appointed as the Operating Agency, A draft Rehabilitation Scheme has
been prepared and submitted. Under the Scheme One Time Settlement of
Dues with financial institutions and bankers have been envisaged.
Accordingly the Company has settled and paid the dues of IDBI,
Corporation Bank and BOI Mutual Fund and the Administrator of the
specified undertaking of UTI, the BHF Bank and UTI (MF). The Company is
hopeful that Draft Rehabilitation Scheme will be approved by the BIFR
soon, which when implemented will result in Profitable revival of the
Company.
04. DIVIDEND:
Owing to huge carried forward loss, your Directors do not recommend any
dividend.
05. FIXED DEPOSITS :
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The Company constantly takes effective steps to attain energy
conservation.
The Company does not employ any foreign technology which needs
absorption or adaptation.
The Company is the leading manufacturer and exporter of Spun Bond
Polypropylene Nonwoven Fabrics & products thereof. The Company has
earned foreign exchange of Rs.3000.57 lacs during the year, and
incurred expenditure of Rs.3032.27 lacs in foreign exchange.
07. 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 defend in Accounting Standards 17 is not
applicable to the Company.
08. 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.
The Company has obtained a Certificate from the Auditors of the Company
regarding compliance of conditions of Corporate governance as
stipulated in the Listing Agreement with the Stock Exchanges. This is
annexed to the Directors Report
09. DIRECTORATE :
Mr. J. R. Patel and Mr. C. A. Rege retire by rotation and being
eligible offer themselves for reappointment. Your Directors recommend
that re-election of Mr. J. R. Patel and Mr. C.A.Rege will be in the
interest of the Company.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
- That in the preparation of the accounts for the financial period
ended 31st March, 2011, 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, 1956 for 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, 2011 on a 'going concern' basis.
11. DEPOSITARY 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, 2011, about 81.24 % share holding
representing 8931010 Equity Shares of the Company have been
Dematerialized. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
12. ENVIRONMENTAL PROTECTION & INSURANCE:
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.
13. AUDITORS :
The retiring Auditors, M/s P.M. Turakhia & Company, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 224A of the
Companies Act, 1956, their appointment needs to be confirmed and their
remuneration has to be fixed.
14. AUDITORS REPORT :
The notes to the Accounts referred to in the Auditors' Report are self
explanatory and therefore do not call for any further explanation under
Section 217(3) of the Companies Act, 1956.
15. AUDIT COMMITTEE :
As required by the provisions of Section 292 A of the Companies Act,
1956, and as a consequence of the cessation of Directorship of Mrs.
Vilina P. Sheth the Board of Directors of the Company at their meeting
held on 5th March 2010 had reconstituted an Audit Committee comprising
of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. J. B.
Patel and Mr. C. A. Rege.
16. PARTICULARS OF EMPLOYEES :
None of the Company's employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed there under.
17. REGULATORY STATEMENT :
In conformity with the provisions of clause 32 of the Listing
Agreement/(s) the Cash Flow Statement for the year ended 31.03.2011 is
annexed to the Accounts.
18. SHIFTING OF REGISTERED OFFICE TO DAMAN :
As per Section 192A (2) of the Companies Act, 1956, Consent of the
Members by passing a Special Resolution under Section 17 of the
Companies Act, 1956 by means of voting by Postal Ballot to shift the
Registered Office of the Company form Vapi , Gujarat to the Union
Territory of Daman & Diu for for economical and efficient working was
obtained and the Registered office of the Company was shifted from Vapi
to Daman vide Order dated 6th April 2011 of Registrar of Companies Goa,
Daman and Diu.
19. ACKNOWLEDGEMENT :
Yours Directors place on record their deep appreciation of the
continued support received from shareholders and bankers.
On behalf of the Board
PRAVIN V. SHETH
Chairman & Managing Director
Place: Daman
Date : 28th July, 2011
Registered Office:
Air Port Road, Kadaiya,
Nani Daman, Daman (U.T.) 396 210
Mar 31, 2010
The Directors have pleasure in presenting the 25th Annual Report and
Audited Accounts of the Company for the 12 months period ended 31st
March 2010,(01.04.2009 to 31.03.2010). The summarized financial results
are given below:
01. SUMMARISED FINANCIAL RESULTS :
(Rs. In Lakhs)
2009-10 2008-09
Sales and other Receipts 3127.54 4015.39
Gross Profit / (Loss) before 216.57 (104.63)
depreciation Less : Depreciation 176.46 303.71
Loss from regular Activites 40.11 (408.35)
Extra ordinary items
Revaluation of Assets 0.00 3853.27
Net Profitf(Loss) before 40.11 3444.91
taxation Balance carried from 6387.60 (9832.51)
earlier year Profit available for
appropriation Balance carried forward to (6347.49) (6387.60)
next year
02. OPERATIONS :
During the 12 months period, April 2009 to March 2010 under review,
your Company recorded a turnover of Rs.31.27 crores compared to
Rs.40.15 crores during the previous period of 15 months. The last 12
months period witnessed deep economic recession in all the countries
especially in the developed countries where our products are widely
exported. The regular activities of the Company during this period
resulted in a modest profit of Rs.40.11 lakhs. The downward trend of
the effects of economic recession has slowed down and it is expected
that the economies of the affected countries will improve in the next
six months. We are hopeful that with the consequent increase in demand
the activities of the Company will be profitable.
03. REFERENCE UNDER SICK
INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985 :
Pursuant to an Order dated 18/1/2007 of the Honble Bench of BIFR, the
Company was declared as a sick industry and IDBI, New Delhi was
appointed as the Operating Agency, A draft Rehabilitation Scheme has
been prepared and submitted. Under the Scheme One Time Settlement of
Dues with financial institutions and bankers have been envisaged.
Accordingly the Company has settled and paid the dues of IDBI,
Corporation Bank and BOI Mutual Fund and the Administrator of the
specified undertaking of UTI. The BHF Bank and UTI (MF) have agreed to
accept the One Time Settlement amount offered by the Company. Efforts
are being made to get the approval of other creditors and bankers to
accept the OTS offer. The Company is hopeful that Draft Rehabilitation
Scheme will be approved by the BIFR, which when implemented will result
in profitable revival of the Company.
04. DIVIDEND:
Owing to huge carried forward loss, your Directors do not recommend any
dividend.
05. FIXED DEPOSITS :
The Company has not accepted any deposits from the Public within the
meaning of Section 58 A of the Companies Act, 1956 during the period
under review.
06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO.
The Company constantly takes effective steps to attain energy
conservation.
The Company does not employ any foreign technology which needs
absorption or adaptation.
The Company is the leading manufacturer and exporter of Spun Bond
Polypropylene Nonwoven Fabrics & products thereof. The Company has
earned foreign exchange of Rs. 1908.66 lacs during the year, and
incurred expenditure.
07. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17 :
Your Companys 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 Accounting Standards 17 is not
applicable to the Company.
08. 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.
The Company has obtained a Certificate from the Auditors of the Company
regarding compliance of conditions of Corporate Governance as
stipulated in the Listing Agreement with the Stock Exchanges. This is
annexed to the Directors Report
09. DIRECTORATE :
Mr. B.H. Shah and Mr. Gopalji M. Rana retire by rotation and being
eligible offer themselves for reappointment. Your Directors recommend
that re-election of Mr. B. H. Shah and Mr. Gopalji M. Rana will be in
the interest of the Company.
Mr. Bhavesh P. Sheth was appointed as the Additional Director of the
Company on 30th January 2010 and Mr. Bhavesh P. Sheth will hold office
up to the Annual General Meeting and being eligible offers himself for
reappointment. Your Directors recommend reappointment of Mr. Bhavesh
P. Sheth.
On 9th February 2010 Mrs. Vilina P. Sheth, Executive Director and wife
of Mr. Pravin V. Sheth Chairman & Mg. Director of the Company passed
away in a tragic accident. During her tenure as Executive Director of
the Company she had looked after the Marketing functions of the Company
and your Directors record their deep sense of loss in her untimely and
sad demise.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed :
- That in the preparation of the accounts for the financial period
ended 31st March, 2010, 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, 1956 for 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, 2010 on a going concern basis.
11. DEPOSITORY SYSTEM :
Electronic trading of the Companys Equity Shares has been made
compulsory by the Securities & Exchange Board of India (SEBI) from 30th
October, 2000. As on 31st March, 2010, about 80.93 % share holding
representing 8896175 Equity Shares of the Company have been
Dematerialized. Your Company has executed agreements with both NSDL and
CDSL for demat of its shares.
12. ENVIRONMENTAL PROTECTION & INSURANCE:
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.
13. AUDITORS:
The retiring Auditors, M/s P.M. Turakhia & Company, Chartered
Accountants, Mumbai, are eligible for re-appointment and have indicated
their willingness to act as such. In terms of Section 224A of the
Companies Act, 1956, their appointment needs to be confirmed and their
remuneration has to be fixed.
14. AUDITORS REPORT:
The notes to the Accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further explanation under
Section 217(3) of the Companies Act, 1956.
15. AUDIT COMMITTEE :
As required by the provisions of Section 292 A of the Companies Act,
1956, and as a consequence of the ceasation of Directorship of Mrs.
Vilina P. Sheth, the Board of Directors of the Company at their meeting
held on 5th March 2010 had reconstituted an Audit Committee comprising
of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. J. B.
Patel and Mr. C. A. Rege.
16. PARTICULARS OF EMPLOYEES :
None of the Companys employees were covered by the disclosure
requirement pursuant to provisions of Section 217(2A) of the Companies
Act, 1956 and rules framed there under.
17. REGULATORY STATEMENT:
In conformity with the provisions of clause 32 of the Listing
Agreements) the Cash Flow Statement for the year ended 31.03.2010 is
annexed to the Accounts.
18. SHIFTING OF REGISTERED OFFICE TO DAMAN
As per Section 192A (2) OF THE Companies Act, 1956, Consent of the
Members by passing a Special Resolution under Section 17 of the
Companies Act, 1956 by means of voting by Postal Ballot to shift the
Registered Office of the Company form Vapi , Gujarat to the Union
Territory of Daman & Diu for for economical and efficient working is
required for which the necessary notice , ballot paper and self
addressed envelope are being sent separately to the shareholders.
19. ACKNOWLEDGEMENT
Yours Directors place on record their deep appreciation of the
continued support received from shareholders and bankers.
On behalf of the Board
PRAVIN V. SHETH
Chairman & Managing Director
Place : Daman
Date :30th July, 2010
Registered Office:
Amee Co-op. Hsg. Society Ltd.
Ground Floor, G.I.D.C.,
Vapi - 396 195,Dist. Valsad, Gujarat
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