Fiberweb (India) Director Discussions


Dear Shareholders,

Your Directors present their Report together with the audited financial statements of your Company for the year ended 31st March, 2023.

SUMMARISED FINANCIAL RESULTS:

The summarized financial results are given below:

(Rs In Lakhs)

Particulars

2022-2023 2021-22
Standalone Standalone

Net Sales

6,611.35 9,539.81

Other Income

126.80 102.83

Total Income

6,738.15 9,642.65

Expenses

Operating Expenditure

3,959.33 6158.11

Changes in inventories of finished goods and work-in-process and stock-intrade

348.60 (160.93)

Employee benefits expenses

272.86 424.17

Depreciation and amortization expense

236.21 219.03

Finance Cost

61.26 -

Other expenses

1819.99 1621.96

Profit / (loss) from operations before extra ordinary items and tax

39.90 1380.31

Extraordinary Items

92.77 -

Profit/(loss) after Extraordinary Items and before tax

(52.87) 1380.31

Tax Expense: Current Tax

0 276.00

Deferred tax (credit) /charge

(34.35) (29.19)

lncome-Tax of Earlier Year

11.42 -

Net Profit / (loss) for the period

(29.93) 1133.50

BUSINESS OUTLOOK:

The Financial Year 2023 was a year of uncertainty, recovery and economic resilience for India. Logistic problems with excessive ocean freight effected export business adversely.

Global growth lost momentum as monetary policy actions tightened financial conditions and consumer confidence weakened with the rising cost of livelihood. Inflation remained elevated.

The Profit for the year before Depreciation, Finance Costs, Exceptional/Extraordinary items and Taxation recorded at 337.37 lacs as against Rs1599.34 lacs in the previous year. Loss after tax is Rs 29.93 lacs as against profit of Rs 1133.50 lacs in the previous year.

In view of the above facts, the earning per share of the face value of shares Rs 10.00 each has gone down from Rs 3.94 to Rs (0.18).

Your Company continues with its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings through continued focus on cost controls, process efficiencies and product innovations that exceed customer expectations in all areas thereby enabling the Company to maintain sustainable growth in the current economic scenario. This year has started well with good growth in turnover.

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 2022-23 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.

CLOSING OFF SUBSIDIARY OF THE COMPANY:

The board at its meeting held on 17th March, 2023 has considered and approved the closing down off the Wholly Owned Subsidiary of the company M/s. Sheth Non-Woven Trading FZE situated in Ras Alkhaimah, United Arab Emirates due to its non-operations.

The Wholly Owned Subsidiary of the company M/s. Sheth Non Woven Trading FZE situated in Ras Alkhaimah, United Arab Emirates was formed on 05th March, 2017. The total sales decreased from Rs 28616.89 Lacs in FY 17-18 to Rs 19730.24 lacs in FY 18-19 due to fact that during the year 100 % subsidiary business in RAK Free Trade Zone, UAE, had to stop the business of exporting to USA from Sep 2018, due to trade war and tariff levied by USA on Chinese made material imported from China. The Subsidiary was buying from China and exporting to USA. The Company waited nearly for three years with the hope that situation will improve and the company shall revive its business. The company didnRst see any chance of its revival. The Audit Committee of the company recommended the board the closing off down the subsidiary. Hence, the board considered the shut down the subsidiary of the company.

NON-APPLICABILITY FOR PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS:

The preparation of Consolidated Financial Statement of the Company is not applicable to the company. As stated above, the Wholly owned subsidiary Company Sheth Non-Woven Trading FZE located in United Arab Emirates has been closed down with the approval of board of directors at its meeting held on 17th March, 2023 due to its inactivity and non-operations. Hence, the Company will now file only Standalone Financial Statements.

DIVIDEND:

The Board of Directors after considering various factors including expansion planned for Flat Bond Project and to conserve resources, has deemed it prudent not to recommend any final dividend on equity shares for the year ended 31st March, 2023.

TRANFSER TO RESERVES:

The Board of Directors of the Company has not recommended transfer of any amount to the General Reserve for the Financial Year ended March 31,2023.

SHARE CAPITAL:

The Paid up Equity Share Capital of the Company as on March 31, 2023 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.

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:

Your CompanyRss 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, 2023.

INTERNAL FINANCIAL CONTROLS:

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 CompanyRss 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

CORPORATE GOVERNANCE:

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. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

A Report on Corporate Governance along with a Certificate from the Secretarial Auditor of the Company 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 CompanyRss performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

AUDITORS:

STATUTORY AUDITORS AND AUDITORSRs 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 the 39th AGM of the Company to be held in the year 2024.

The AuditorsRs Report for FY 2022-23 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITOR

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 BoardRss Report as Annexure V, a Secretarial Audit Report for the Financial Year 2022-23 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 2022-23 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 BoardRss 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.

LISTING FEES:

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.

KEY MANAGERIAL PERSONNEL:

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 Gada - Company Secretary

DIRECTORS:

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, NonExecutive and Independent Directors.

The Board of Directors comprises of Eleven Members, consisting of Three Non-Executive & Non-Independent Directors, Five Non-Executive & Independent Directors, One Executive Director and Two Additional NonExecutive Independent Directors.

The second term of appointment of two Independent Directors viz Mr. Bhadresh Shah and Mr. Gopal Rana will expire from the date of conclusion of this Annual General Meeting and they will be no longer associated with the company. The detailed information has been provided in Corporate Governance Report.

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, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”).

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test except Mr. Sorabh Gupta who has successfully completed the online proficiency selfassessment test.

Mr. Dhrupal Shah and Mr. Mithilesh Dubey who are appointed as an Additional Independent Directors have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). They shall complete the online proficiency self-assessment within period of two years.

RETIREMENT BY ROTATION:

Mr. Bhavesh P. Sheth and Mrs. Soniya P. Sheth retire by rotation and being eligible, offer themselves for reappointment at the 38th Annual General Meeting of the Company scheduled to be held on 28th September, 2023.

Appointment / Re-appointment:

Further on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had appointed Mr. Dhrupal Shah (DIN: 10270991) and Mr. Mithilesh Dubey (DIN: 06756709) as an Additional Directors (Non-Executive, Independent) of the Company in their meeting held on 11th August,2023 not liable to retire by rotation, who shall hold the office until the Annual General Meeting. The appointment of Mr. Dhrupal Shah (DIN: 10270991) and Mr. Mithilesh Dubey (DIN: 06756709) as Independent Directors forms part of the Notice of the forthcoming 38th Annual General Meeting (RsAGMRs) and Resolutions are recommended for the MemberRss approval.

The second term of appointment of Independent Directors namely Mr. Bhadresh H Shah and Mr. Gopal Rana shall expire from the date of conclusion of this 38th Annual General Meeting and they are not eligible for reappointment.

Pursuant to sub-regulation (1A) of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 inserted by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, approval of the Members by way of a Special Resolution is necessary for appointment / continuation of appointment of any Non-Executive Director who has attained the age of 75 (Seventy Five) years. Hence approval of the Members sought for the continuation of appointment of Mr. Pravin V. Sheth (DIN: 00138797).

Profile of Mr. Pravin V. Sheth, Mr. Bhavesh P. Sheth, Mrs. Soniya P. Sheth and Mr. Dhrupal Shah (DIN: 10270991) and Mr. Mithilesh Dubey (DIN: 06756709), as required by Regulations 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (RsListing RegulationsRs) and Clause 1.2.5 of the Secretarial Standard - 2, is given in the Notice of the 38th Annual General Meeting.

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

DIRECTORSRs 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, 2023, 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, 2023 on a Rsgoing concernRs 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.

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

The Nomination and Remuneration Policy of your Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter alia,

include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually.

Evaluation of Committees:

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 CommitteeRss 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 NonIndependent 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.

POLICY ON DIRECTORSRs 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 DirectorsRs Appointment

Policy on DirectorsRs 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.

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 NonExecutive Directors on matters related to the CompanyRss values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

BOARD MEETINGS AND ANNUAL GENERAL MEETING:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 1st April, 2022 to 31st March, 2023, seven Board Meetings were held on: 27th May, 2022, 12th August, 2022,09th November, 2022,10th December, 2022,04th January, 2023,10th February, 2023 and 17th March, 2023. The 37th Annual General Meeting (AGM) of the Company was held on 23rd September, 2022 at Nani Daman, Gujarat.

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 met 7 times during the FY22 -23, 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 StakeholdersRs 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.

AUDIT COMMITTEE:

During the year, the Committee comprises of three Directors viz. Mr. Bhadresh Shah (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.

Further, the company at its board meeting held on 11th August, 2023 reconstituted the committees of the board viz. Mr. Sorabh Gupta (Chairman of the Committee), Mr. Chidambar Rege and Mrs. Soniya Sheth as members.

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

CODE OF CONDUCT:

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, 2023.

SECRETARIAL STANDARDS:

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:

All related party transactions that were entered with your Company, during the financial year were on armRss length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel and its subsidiary companies, or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements.

Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

As per the policy on Related Party Transactions as approved by the Board of Directors, your Company has entered into related party transactions based upon the omnibus approval granted by the Board of Directors on the approval and recommendation of the Audit Committee of your Company.

The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your CompanyRss 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.

RISK MANAGEMENT:

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 CompanyRss 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.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 (“Act”) and Regulations 22 of the Listing Regulations your Company has adopted a

Vigil Mechanism Framework (“Framework”). The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.

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.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). The POSH Policy of the Company is available on the website of the Company.

During the fiscal year under review, no complaints alleging sexual harassment were filed. No complaints are pending inquiry as of 31st March, 2023.

PARTICULARS OF EMPLOYEES:

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 RsAnnexure IRs.

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):

Challenge conventional thinking and innovatively use all our resources to drive positive change in the lives of our stakeholders and communities across the world, to enable them to RISE.” Aligned with the above stated core purpose, for more than 75 years.

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 2022-2023, 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 31.50 Lakhs towards the CSR activities during FY23.

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 DirectorsRs Report.

ANNUAL RETURN:

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.

DEPOSITORY SYSTEM:

Electronic trading of the CompanyRss Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2023, about 95.97% shareholding representing 2,76,30,307 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:

During the year 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.

CEO AND CFO CERTIFICATION:

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, 2023. Their Certificate is annexed to this DirectorsRs Report.

OTHER DISCLOSURES:

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.

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 CompanyRss 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 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.

1

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation, trust and assistance extended by shareholders, employees, customers, principals, vendors, agents, bankers, financial institutions, suppliers, distributors and other stakeholders of the Company.

For and on behalf of the Board

Soniya P. Sheth Pravin V. Sheth
Director Director
DIN:02658794 DIN:00138797

Place: Mumbai Date: 11th August, 2023

Registered Office:

Air Port Road,
Kadaiya, Nani Daman,
Daman (U.T.) 396 210
CIN: L25209DD1985PLC004694
E-mail: fiberweb@fiberwebindia.com