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FIBERWEB (INDIA) LTD. — AGM Information 2025
Sep 1, 2025
60935_rns_2025-09-01_3eee9c86-4605-4ca4-b6a6-f93b7eb57355.pdf
AGM Information
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Manufactures of: Spunbond Nonwoven Fabrics
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Date: 01[st] September, 2025
| To, BSE Limited Corporate Relations Department, 1st Floor, New Trading Ring, P. J. Towers, Dalal Street, Mumbai - 400 001. |
To, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051. |
|---|---|
Reference: BSE Scrip code - 507910 - Fiberweb (India) Limited NSE Scrip code: FIBERWEB
Dear Sir/Madam,
Sub.: Notice of 4 ~~0~~ [th] Annual General Meeting and Integrated Annual Report for Financial Year 2024-2025 – Compliance under Regulations 30, 34 and 53 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)
This is to inform you that the 40[th] Annual General Meeting (“AGM”) of the Company will be held on Thursday, September 25, 2025, at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210.
Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations "), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2024-2025 which will be sent to the members through electronic mode.
Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Regulation 44 of SEBI (LODR) Regulations, 2015, the Company is providing e-voting facility to its members. The members holding shares as on the cut-off date i.e. Thursday, 18[th] September, 2025 may cast their vote electronically to transact the business set out in the Notice of AGM. The date of commencement of e-voting starts from Monday, 22[nd] September, 2025 and ends on Wednesday, 24[th] September, 2025.
In continuation to the aforesaid letter and pursuant to Regulations 30, 34 and 53 of the Listing Regulations, please find enclosed the following:
1) Notice of the 40[th] AGM of the Company. The brief details of the agenda items proposed to be transacted at the 40[th] AGM are given in “Annexure I”;
- 2) Integrated Annual Report for the Financial Year 2024-2025.
Product is manufactured in the plant, where the Management system is certified for ISO 9001 : 2015, 14001 : 2015, ISO 45001 : 2018
Mumbai : “KIRAN”, Ground Floor, 128, Bhaudaji Road, Matunga, Mumbai – 400019. Phone: 91 (22) 2404 4855 / 76 / 24082689 / 90 Regd. Office : Airport Road, Kadaiya, Nani Daman, (U.T.) – 396210.
& Works Phone: 91 (260) 222 0766/0458/1458/1858/0958 E-mail : [email protected] Website : fiberwebindia.com
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CIN NO: L25209DD1985PLC004694 ISO 9001:2015, 14001:2015, ISO 45001:2018
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Manufactures of: Spunbond Nonwoven Fabrics
The Notice of 40[th] AGM and the Integrated Annual Report for the Financial Year 2024-2025 can also be accessed/downloaded from the web-link given below: - https://fiberwebindia.com/wp content/uploads/2025/09/Annual_Report_2024_25.pdf
The Integrated Report is being sent only through electronic mode, to those Members whose e- mail addresses are registered with the Company/Registrar and Transfer Agent/Depository Participant/ Depositories. This is in compliance with the SEBI Circulars dated May 12, 2020, January 15, 2021, May 13, 2022 and January 5, 2023 and applicable Circulars issued by Ministry of Corporate Affairs in this regard from time to time.
This disclosure is being submitted pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
This is for your information and records.
hanking you,
Yours faithfully,
For Fiberweb (India) Limited
PRAVIN VRAJLAL SHETH Pravin V. Sheth Chairman & Director DIN:00138797
Digitally signed by PRAVIN VRAJLAL SHETH DN: c=IN, o=Personal, postalCode=400019, st=Maharashtra, serialNumber=42B1CA804A57F32F787CAF3CC8 DC4909D755D654242A3BACB3665DD59C143D 5D, cn=PRAVIN VRAJLAL SHETH Date: 2025.09.01 18:08:36 +05'30'
Encl:
Product is manufactured in the plant, where the Management system is certified for ISO 9001 : 2015, 14001 : 2015, ISO 45001 : 2018
Mumbai : “KIRAN”, Ground Floor, 128, Bhaudaji Road, Matunga, Mumbai – 400019. Phone: 91 (22) 2404 4855 / 76 / 24082689 / 90 Regd. Office : Airport Road, Kadaiya, Nani Daman, (U.T.) – 396210.
& Works Phone: 91 (260) 222 0766/0458/1458/1858/0958 E-mail : [email protected] Website : fiberwebindia.com
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CIN NO: L25209DD1985PLC004694 ISO 9001:2015, 14001:2015, ISO 45001:2018
Manufactures of: Spunbond Nonwoven Fabrics
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Annexure I
| Annexure I | ||
|---|---|---|
| Sr. No. |
Resolutions proposed to be passed at the 40th AGM |
Manner of approval |
| Ordinary Business: | ||
| 1 | Consideration and Adoption of the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2025 together with the Reports of the Board of Directors and StatutoryAuditor thereon. |
Ordinary Resolution |
| 2 | To appoint director in place of Mr. Bhavesh P Sheth (DIN: 02862487) who retires by rotation and being eligible offers himself for re-appointment. |
Ordinary Resolution |
| 3 | To appoint director in place of Mrs. Soniya P Sheth (DIN: 02658794) who retires by rotation and being eligible offers herself for re-appointment. |
Ordinary Resolution |
| Special Business: | ||
| 4 | To appoint Secretarial Auditors of the Company. | OrdinaryResolution |
| 5 | To approve the continuation of Mr. Pravin V. Sheth (DIN: 00138797) as a Non-Executive, Non-Independent Director of the Company, pursuant to provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. |
Special Resolution |
For Fiberweb (India) Limited
Digitally signed by PRAVIN VRAJLAL SHETH PRAVIN DN: c=IN, o=Personal, postalCode=400019, st=Maharashtra, serialNumber=42B1CA804A57F32F787CAF3C VRAJLAL SHETH C8DC4909D755D654242A3BACB3665DD59C143D5D, cn=PRAVIN VRAJLAL SHETH Date: 2025.09.01 18:08:09 +05'30' Pravin V. Sheth Chairman & Director DIN:00138797
Product is manufactured in the plant, where the Management system is certified for ISO 9001 : 2015, 14001 : 2015, ISO 45001 : 2018
Mumbai : “KIRAN”, Ground Floor, 128, Bhaudaji Road, Matunga, Mumbai – 400019. Phone: 91 (22) 2404 4855 / 76 / 24082689 / 90 Regd. Office : Airport Road, Kadaiya, Nani Daman, (U.T.) – 396210. & Works Phone: 91 (260) 222 0766/0458/1458/1858/0958 E-mail : [email protected] Website : fiberwebindia.com
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CIN NO: L25209DD1985PLC004694 ISO 9001:2015, 14001:2015, ISO 45001:2018
40th Annual Report 2024 - 2025
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ISO 9001:2015 , ISO 14001:2015 & ISO 45001:2018
CORPORATE INFORMATION
| CORPORATE INFORMATION | |
|---|---|
| BOARD OF DIRECTORS | |
| Mr. Pravin V Sheth | Chairman Emeritus, Non-Executive Director |
| Mr. Bhavesh P Sheth | Non-Executive Director |
| Mrs. Soniya P Sheth | Non-Executive Director |
| Mr. Vinod Kumar Beswal | Non-Executive & Independent Director |
| Mr. Chidamber Rege | Non-Executive & Independent Director |
| Mr. Sorabh Gupta | Non-Executive & Independent Director |
| Mr. Rajesh Shukla | Executive Director |
| Mr. Dhrupal Shah | Non-Executive & Independent Director |
| Mr. Mithilesh Dubey | Non-Executive & Independent Director |
| KEY MANAGERIAL PERSONNEL | |
| Mr. Rajesh Shukla Mr. Mukesh Pandya Mrs. Krutika Shah (Gada) |
Chief Executive Ofcer Chief Financial Ofcer Company Secretary & Compliance Ofcer |
| STATUTORY AUDITORS | M/s. Akshay Kirtikumar & Associates LLP, |
| Chartered Accountants, Mumbai | |
| INTERNAL AUDITORS | M/s A.V. Jobanputra & Co, Chartered Accountants, Mumbai |
| SECRETARIAL AUDITORS | Mr. Ritesh Sharma of M/s. Ritesh Sharma & Associates, |
| Practicing Company Secretaries | |
| SOLICITORS | Little & Co., Mumbai |
| Divyakant Mehta & Associates, Mumbai | |
| REGISTERED OFFICE | Airport Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210 Email [email protected] Website -www.fberwebindia.com |
| CORPORATE OFFICE | 128, Kiran Building, Bhaudaji Road, |
| Matunga (East), Mumbai – 400019 | |
| WORKS | Plot No. 92/93B, 100’ Coastal Highway, Nani Daman, Daman |
| (U.T.) 396 210 | |
| BANKERS | Bank of Baroda, Chandavarkar Road Branch, Mumbai |
| LISTED ON STOCK EXCHANGE | 1. BSE Limited |
| 2. National Stock Exchange of India Limited | |
| REGISTRAR & SHARE TRANSFER AGENTS | MUFG INTIME INDIA PRIVATE LIMITED |
| C - 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083 |
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FIBERWEB (INDIA) LIMITED
CIN: L25209DD1985PLC004694
Registered office: Airport Road, Kadaiya, Nani Daman, Daman (U.T) 396210 Phone: 0260-2221458 Website: Email: www.fiberwebindia.com [email protected]
NOTICE
Notice is hereby given that the 40th Annual General Meeting of the Members of Fiberweb (India) Limited will be held on Thursday, 25th September, 2025 at 09.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210 to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2025 together with the Reports of the Board of Directors and Statutory Auditor thereon.
2. To appoint a director in place of Mr. Bhavesh P Sheth (DIN: 02862487) who retires by rotation and being eligible offers himself for re-appointment.
3. To appoint a director in place of Mrs. Soniya P Sheth (DIN: 02658794) who retires by rotation and being eligible offers herself for re-appointment.
SPECIAL BUSINESS:
4. To appoint Secretarial Auditors of the Company
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Section 204 , 179 (3) and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), other applicable laws/statutory provisions, if any, as amended from time to time, and based on the recommendation of the Audit Committee and the Board of Directors, M/s Ritesh Sharma & Associates, Practising Company Secretaries (Firm Registration Number 20742) be and are hereby appointed as Secretarial Auditors of the Company for term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, at such fees, plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.”
5. To approve the continuation of Mr. Pravin V. Sheth (DIN: 00138797) as a Chairman Emeritus, Non-Executive, Non-Independent Director of the Company, pursuant to provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To consider, and if thought fit, to pass, the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members be and is hereby accorded for the continuation of appointment of Mr. Pravin V. Sheth (DIN: 00138797) as a Chairman Emeritus, 'Non-Executive, NonIndependent Director' of the Company, liable to retire by rotation."
ANNUAL REPORT 2024-25
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“RESOLVED FURTHER THAT any of the director and / or Company Secretary of the Company be and is hereby authorised to do all such acts, deed, things and matters as they may consider necessary, expedient or desirable for giving effect to the foregoing resolution.”
Place: Mumbai Date: 14th August, 2025
By order of the Board of Directors For Fiberweb (India) Limited Krutika Shah (Gada) Company Secretary ACS Membership No: 56481
Registered Office:
Air Port Road, Kadaiya, Nani Daman Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 E-mail: [email protected] Website: www.fiberwebindia.com
FIBERWEB (INDIA) LIMITED
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NOTES:
1. 1The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended (‘Act’) setting out material facts concerning the business with respect from Item Nos 1 to Item Nos. 5 forms part of this Notice. Additional information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) and Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of India, in respect of Director retiring by rotation seeking appointment/ re-appointment at this Annual General Meeting (‘Meeting’ or ‘AGM’) is furnished as Annexure 1 to this Notice.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING) IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The Instrument appointing Proxy, in order to be effective should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 Hours before the commencement of the Annual General Meeting.
A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENTOF THE TOTAL PAID UPSHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.
3. Attendance slip, proxy form and the route map of the venue of the Meeting are annexed hereto.
4. Corporate Members intending to send their authorized representative(s) to attend the Meeting in terms of Section 113 of the Companies Act, 2013, are requested to send the Company a certified true copy of the Board Resolution authorizing such representative to attend and vote on their behalf at the Meeting.
5. In case of joint holders attending the meeting, only such a joint holder who is higher in the order of names will be entitled to vote.
6. E-VOTING and Voting during the AGM
In compliance with Section 108 of the Act, read with the corresponding rules, Regulation 44 of the LODR Regulations and in terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020, the Company has provided a facility to its members to exercise their votes electronically through the electronic voting (e-voting) facility provided by the MUFG Intime India Private Limited (RTA). Members who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by members holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the ‘Instructions for e-voting’ section which forms part of this Notice.
The facility for voting during the AGM will also be made available. Members present in the AGM who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through poll papers during the AGM.
Members holding shares either in physical or dematerialized mode, as on cut-off date, i.e. September 18, 2025, may cast their votes electronically. The e-voting period commences on Monday, September 22, 2025 (9:00 a.m. IST) and ends on Wednesday, September 24, 2025 (5:00 p.m. IST). The e-voting module will be disabled by RTA thereafter. Members will not be allowed to vote again on any resolution on which vote has already been cast.
The voting rights of members shall be proportionate to their share of the paid-up equity share capital of the Company as on the cut-off date, i.e. September 18, 2025. A person who is not a member as on the cut-off date is requested to treat this Notice for information purposes only.
ANNUAL REPORT 2024-25
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- Any person who acquires shares and become member of the Company after dispatch of the notice and rnt.
holding shares as on the cut-off date may obtain the login ID and password by sending a request at [email protected] or issuer / RTA.
8. Dispatch of Annual Report - In accordance with the circulars issued by MCA and SEBI, the Notice of the 40th AGM along with the Integrated Annual Report for the financial year 2024-25 is being sent by electronic mode to Members whose e-mail ids are registered with the Company / Registrar & Share Transfer Agent (RTA) or the Depository Participants (DPs). Additionally, in accordance with Regulation 36(1)(b) of the Listing Regulations, the Company is also sending a letter to Members whose e-mail ids are not registered with Company/RTA/DP providing the weblink of Company’s website from where the Integrated Annual Report for financial year 2024-25 can be accessed.
Those Members who are holding shares in physical form and have not updated their e-mail Ids with the Company, are requested to update the same by submitting a duly filled and signed Form ISR-1 along with self-attested copy of the PAN Card, and self-attested copy of any document as address proof (e.g. Driving License, Voter Identity Card, Passport, Masked Aadhaar, etc.), to the Company’s RTA at the below mentioned address or by e-mail to [email protected]
Process for registration of e-mail id to obtain electronic copy of Annual Report
Members holding shares in dematerialised (demat) mode are requested to register / update their e-mail ids with their relevant DPs. In case of any queries / difficulties in registering the e-mail ids with their DPs, Members may write to the Company’s RTA at [email protected].
Process for obtaining physical copy of Annual Report
As per Listing Regulations, physical copy of the Annual Report is required to be sent only to those Members who specifically request for the same. Accordingly, Members who wish to obtain a physical copy of the Integrated Annual Report for the financial year 2024-25, may write to the Company at fiberweb@fiberwebindia. com , requesting for the same by providing their holding details.
The Notice of the 40th AGM along with Integrated Annual Report for the financial year 2024-25, is available on the website of the Company at https:// www.fiberwebindia.com , on the website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and on the website of RTA at https://www.mpms. mufg.com .
9. Mr. Bhavesh P. Sheth, Mrs. Soniya P. Sheth and Mr. Pravin V. Sheth are related to each other. Hence, they are interested in the item Nos. 2, 3 and 5. The inter relation between them is mentioned in the explanatory statement. Save and except the above, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in any other business set out in the Notice.
10. The relevant details as required under Regulation 36(3) of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and clause 1.2.5 of the Secretarial Standard on General Meeting (“SS-2”) of the persons seeking appointment /re-appointment as Directors /Directors are provided in Annexure to this Notice.
11. SEBI MANDATE ON KYC COMPLIANCE
SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSDRTAMB/P/CIR/2021/655 dated 3rd November, 2021as amended, has mandated registration of PAN, KYC details (viz., i. Contact Details, ii. Mobile Number, iii. Bank Account Details, iv. Signature) and Choice of Nomination, by holders of physical securities.
Communication in this regard has been sent to all physical holders whose folios are not KYC compliant at the latest available address/email-id. Members are once again requested to update their KYC details by submitting the Investor Service Request (ISR) Forms, viz. ISR-1, ISR-2, ISR-3/SH-13, as applicable, duly complete and signed by the registered holder(s) to the Company’s RTA, on or before Friday, 05th September,
FIBERWEB (INDIA) LIMITED
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2025 so that the KYC details can be updated in the folios before the cut-off date of Thursday, 18th September, 2025.
12. SEBI MANDATE ON ISSUANCE OF SECURITIES ONLY IN DEMAT MODE
Regulation 40 of Listing Regulations, as amended, mandates the transfer, transmission and transposition of securities of listed companies held in physical form shall be effected only in demat mode. Further, SEBI vide its Circular dated 25th January, 2022, has clarified that listed companies, with immediate effect, shall issue securities only in demat mode while processing any investor service requests including transmission, issuance of duplicate shares, deletion of name, exchange of shares, etc. In view of this as also to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to demat mode.
13. Members who hold shares in dematerialized form are requested to bring their CLIENT ID AND DP ID numbers for easy identification of attendance at the meeting. Only bona fide members of the Company whose names appear on the Register of Members / Proxy holders, in possession of valid attendance slips duly filled and signed along with the identity proof will be permitted to attend the meeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting.
14. Members seeking any information with regard to accounts of the Company are requested to send their queries so as to reach the registered office at least 10 days before the meeting to enable the management to keep the information ready for clarification.
15. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken a Green Initiative in Corporate Governance and allowed companies to serve documents to its shareholders through electronic mode. Members are requested to support this green initiative by registering/updating their e-mail address, in respect of shares held in dematerialized from with their respective Depository Participants and in respect of shares held in physical form with company/its Share Transfer Agents.
16. In terms of provisions of Section 72 of the Companies Act, 2013, nomination facility is available to individual shareholders. The shareholders who are holding shares in physical form and are desirous of availing this facility may kindly write to the Company’s Share Transfer Agent, M/s. MUFG Link Intime India Private Limited, C 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400083 for nomination form quoting their folio number. Shareholders holding shares in the dematerialized form may contact their Depository Participant for recording nomination in respect of their shares.
17. SCRUTINISER FOR E-VOTING:
- Mr. Ritesh Sharma of M/s Ritesh Sharma & Associates , Practicing Company Secretary (Membership No. ACS 55260) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner
18. The Equity Shares of the Company are listed at the following stock exchange:
BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001 National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra (East), Mumbai - 400 051.
The listing fees to the above exchanges have been paid.
The route map showing directions to reach the venue of the AGM is annexed.
- 19 The instructions for shareholders voting electronically are as under:
ANNUAL REPORT 2024-25
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Remote e-Voting Instructions for shareholders: In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.
Login method for Individual shareholders holding securities in demat mode: Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 - NSDL IDeAS facility
Shareholders registered for IDeAS facility:
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
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b) Click on “Beneficial Owner” icon under “IDeAS Login Section”.
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c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
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d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
Shareholders not registered for IDeAS facility:
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a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
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c) Enter the last 4 digits of your bank account / generate ‘OTP’
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d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).
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METHOD 2 - NSDL e-voting website
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a) Visit URL: https://www.evoting.nsdl.com
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b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
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c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
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d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
METHOD 3 - NSDL OTP based login
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a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
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b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
FIBERWEB (INDIA) LIMITED
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c) Enter the OTP received on your registered email ID/ mobile number and click on login. d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
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e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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Individual Shareholders registered with CDSL Easi/ Easiest facility METHOD 1 - CDSL Easi/ Easiest facility: Shareholders registered for Easi/ Easiest facility: a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
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b) Enter existing username, Password & click on “Login”. c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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Shareholders not registered for Easi/ Easiest facility: a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web. cdslindia.com/myeasitoken/Registration/EasiestRegistration
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b) Proceed with updating the required fields for registration. c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).
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METHOD 2 - CDSL e-voting page a) Visit URL: https://www.cdslindia.com b) Go to e-voting tab. c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”. d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
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e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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Individual Shareholders holding securities in demat mode with Depository Participant Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility. a) Login to DP website b) After Successful login, user shall navigate through “e-voting” option. c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
-
d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
ANNUAL REPORT 2024-25
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- Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.
Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:
STEP 1: LOGIN / SIGNUP to InstaVote
Shareholders registered for INSTAVOTE facility:
-
a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
-
b) Enter details as under:
-
User ID: Enter User ID
-
Password: Enter existing Password
-
Enter Image Verification (CAPTCHA) Code
-
Click “Submit”.
- (Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)
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Shareholders not registered for INSTAVOTE facility:
-
a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
-
User ID: Enter User ID
-
PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
-
DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/ Company - in DD/MM/YYYY format)
-
Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/ Company.
-
Shareholders holding shares in NSDL form, shall provide ‘D’ above
-
Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
-
-
Set the password of your choice.
- (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
6. Enter Image Verification (CAPTCHA) Code.
FIBERWEB (INDIA) LIMITED
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7. Click “Submit” (You have now registered on InstaVote).
Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above
in points (a-b).
STEP 2: Steps to cast vote for Resolutions through InstaVote
A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the
“Notification for e-voting”.
B. Select ‘View’ icon. E-voting page will appear.
C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If
you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your
vote, click on ‘No’ and accordingly modify your vote.
NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view
proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s
Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may
modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)
STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration
A. Visit URL: https://instavote.linkintime.co.in
B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
C. Fill up your entity details and submit the form.
D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which
is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company
Secretary of the entity & stamped and sent to [email protected].
E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email
ID. (You have now registered on InstaVote).
STEP 2 –Investor Mapping
A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
B. Click on “Investor Mapping” tab under the Menu Section
C. Map the Investor with the following details:
1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e.,
IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
3) ‘Investor PAN’ - Enter your 10-digit PAN.
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ANNUAL REPORT 2024-25
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4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit
Beneficiary ID.
Further, Custodians and Mutual Funds shall also upload specimen signatures.
D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund
Entity). The same can be viewed under the “Report Section”.
STEP 3 – Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
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c) Enter the “Event No.” for which you want to cast vote.
-
Event No. can be viewed on the home page of InstaVote under “On-going Events”.
-
d) Enter “16-digit Demat Account No.”.
-
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
-
f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD 2 - VOTES UPLOAD
-
a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. b) After successful login, you will see “Notification for e-voting”. c) Select “View” icon for “Company’s Name / Event number”. d) E-voting page will appear. e) Download sample vote file from “Download Sample Vote File” tab. f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
-
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
FIBERWEB (INDIA) LIMITED
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Helpdesk:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@ in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.
Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending request [email protected] call at: 022 - 4886 7000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending request [email protected] contact at toll free no. 1800 22 55 33 |
Forgot Password:
Individual Shareholders holding securities in Physical mode has forgotten the password:
Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
o Click on “Login” under ‘SHARE HOLDER’ tab.
-
Click “forgot password?”
-
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
-
Click on “SUBMIT”.
In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in
-
Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
-
Click “forgot password?”
-
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
-
Click on “SUBMIT”.
In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
ANNUAL REPORT 2024-25
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Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.
General Instructions - Shareholders
-
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
-
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
-
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
-
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
-
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
Place: Mumbai Date: : 14th August, 2025
By order of the Board of Directors For Fiberweb (India) Limited Krutika (Shah) Gada Company Secretary ACS Membership No: 56481
Registered Office:
Air Port Road, Kadaiya, Nani Daman Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 E-mail: [email protected] Website: www.fiberwebindia.com
FIBERWEB (INDIA) LIMITED
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ANNEXURE 1
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Annexures to the Notice
Item No 2 & 3
Re-appointment of Directors retiring by rotation
Based on the Articles of Association of the Company and terms of appointment, the Non-Executive and NonIndependent and all Executive Directors, except the Chief Executive Officer of the Company are subject to retirement by rotation at every AGM. Accordingly, the following directors are liable to retire by rotation at the 40th AGM:
-
Mr. Bhavesh P. Sheth (DIN: 02862487)
-
Mrs. Soniya P. Sheth (DIN: 02658794)
Mr. Bhavesh P. Sheth (DIN: 02862487) (aged 61 years) was appointed as a Member of the Board effective January 30, 2010 and Mrs. Soniya P. Sheth (DIN: 02658794) (aged 40 years) was appointed as a Member of the Board effective September 30, 2015.
Brief resume of Mr. Bhavesh P Sheth and Mrs. Soniya P Sheth along with disclosures as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein and are also provided in the Corporate Governance Report forming part of this Integrated Annual Report.
A Profile of Mr. Bhavesh P Sheth
Mr. Bhavesh P. Sheth (DIN: 02862487) (aged 61 years) was appointed as a Member of the Board effective January 30, 2010. He is Chartered Accountant with Masters in Technology; resides in Manhattan. Has worked earlier with Cambridge Technology Partners and NYSE (New York Stock Exchange), handling software management and development of the trading platform. He has been instrumental in scaling up the company’s international business.
Terms and conditions of re-appointment
Mr. Bhavesh P. Sheth has been appointed as a Non-Executive Director of the Company and is liable to retire by rotation.
Board Meeting Attendance and Remuneration during FY2024-2025
Mr. Bhavesh P. Sheth attended Four (4) Board Meetings that were held. Mr. Bhavesh P. Sheth, is not being paid sitting fees for attending the meetings of the Board thereof.
Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel
Mr. Pravin V Sheth is the spouse of Mrs Soniya Sheth and father of Mr Bhavesh Sheth.
Shareholding in the Company Mr. Bhavesh P. Sheth holds 82,49,596 (Equity) Shares of the Company as on 31-03-2025. Bodies Corporate in which Mr. Bhavesh P Sheth holds Directorships and Committee positions Directorship Directorship Fiberweb (India) Limited Committee positions NIL
ANNUAL REPORT 2024-25
13
Listed Entities from which Mr. Bhavesh P. Sheth has resigned as Director in past 3 years: None
B Profile of Mrs. Soniya Pravin Sheth
Mrs. Soniya P. Sheth (DIN: 02658794) (aged 40 years) was appointed as a Member of the Board effective September 30, 2015. She is Interior Decorator, Investment consultant & Dynamic professional also having good marketing experience.
Terms and conditions of re-appointment
Mrs. Soniya P. Sheth has been appointed as a Non-Executive Director of the Company and is liable to retire by rotation.
Board Meeting Attendance and Remuneration during FY2024-2025
Mrs. Soniya P. Sheth attended Five (5) Board Meetings that were held. Mrs. Soniya P. Sheth, is paid sitting fees for attending the meetings of the Board thereof.
Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel
Mrs. Soniya P. Sheth is the spouse of Mr. Pravin V Sheth, Chairman of the company. Shareholding in the Company Mrs. Soniya P. Sheth holds 11000 (Equity) Shares of the Company as on 31-03-2025.
Bodies Corporate in which Mrs. Soniya P. Sheth holds Directorships and Committee positions Directorship
Directorship
Fiberweb (India) Limited Kunststoffe Industries Ltd Gayatri Pipes & Fittings Private Limited Stallion Breweries Limited Parijat Private Limited Star Developers Private Limited
Committee positions
Fiberweb (India) Limited
Member of Audit Committee (upto 29.05.2025), Nomination & Remuneration Committee, Stakeholder Relationship Committee (upto 29.05.2025) and Corporate Social Responsibility Committee.
Chairperson of Sexual Harassment Committee
Kunststoffe Industries Limited
Chairperson of Sexual Harassment Committee Listed Entities from which Mrs. Soniya P. Sheth has resigned as Director in past 3 years: None
Item No 4
Proposal:
Section 204 of the Companies Act, 2013, (“the Act”) read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) requires every listed company to inter-alia annex with its Board’s Report, a Secretarial Audit Report issued by a Practising Company Secretary.
FIBERWEB (INDIA) LIMITED
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Further, SEBI vide its notification dated 12 December 2024 read together with SEBI Circular No. SEBI/HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated 31 December 2024, has further amended Regulation 24A of SEBI Listing Regulations, specifying that, on the basis of recommendation of the Board of Directors, a listed company shall appoint or re-appoint, a Secretarial Audit Firm as Secretarial Auditor for not more than two terms of 5 (five) consecutive years, with the approval of its shareholders in its Annual General Meeting, who is peer reviewed and has not incurred any disqualifications as specified by SEBI.
M/s Ritesh Sharma & Associates, a Practicing Company Secretary (Firm Registration No. 20742) (Peer Review Certificate No.: 5221/2023) has been the Secretarial Auditors of the Company for the FY 2024-25 and have furnished the Secretarial Audit Report of the Company which is annexed as Annexure III to the Board’s Report which forms part of the Integrated Annual Report.
After considering the efficiency in conducting Secretarial Audit for the Company, independence, knowledge, expertise and experience, the Board of Directors have recommended for approval of the Members at this AGM, the appointment of Mr. Ritesh Sharma for the first term of 5 (five) consecutive financial years commencing from 1 April 2025 till 31 March 2030 to conduct the Secretarial Audit of the Company.
Brief Profile of M/s Ritesh Sharma & Associates
M/s Ritesh Sharma & Associates is a leading firm of practicing Company Secretaries with over 10 years of experience in delivering comprehensive professional services across Corporate Laws, SEBI Regulations and FEMA Regulations. Their expertise includes conducting Secretarial Audits, Due Diligence Audits, Compliance Audits etc.
M/s Ritesh Sharma & Associates has given their consent to act as Secretarial Auditors of the Company and confirmed that aforesaid appointment, if made, will be within the prescribed limits under the Act and the SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the SEBI Listing Regulations.
None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 4 of this Notice.
The Board recommends the Ordinary Resolution set out at Item No. 4 of this Notice for approval of the Members.
Item No 5
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 any Non-Executive Director who has attained the age of 75 (Seventy Five) years. Mr. Pravin V. Sheth is a Non-Executive, Non-Independent Director, of the Company liable to retire by rotation. Brief profile of Mr. Pravin V. Sheth is given below for reference of the member: Mr. Pravin V. Sheth Age: 86 years, Qualification: B.Com. LL.B., F.C.A. Practicing Chartered Accountant, Nature of expertise: Expert in field of Finance, Management, Accounting, Auditing, Taxation and Law. Having good knowledge about plastic industries for last 31 years. Name of other Companies in which also holds directorship: 1) M/s. Kunststoffe Industries Ltd., 2) M/s. Parijat Pvt. Ltd., 3) M/s. Star Developers Pvt. Ltd. Name of Companies in which he holds Membership/Chairmanship: Chairman of Fiberweb (India) Ltd.
The Nomination and Remuneration Committee of the Board of Directors has recommended the continuation of appointment of Mr. Pravin V. Sheth as a "Non-Executive, Non-Independent Director," of the Company, considering his vast experience, expertise and immense contribution in the growth of the Company since its incorporation, the Members are, therefore, requested to grant their approval by way of a Special Resolution for the continuation of appointment of Mr. Pravin V. Sheth (DIN: 00138797) as a 'Non-Executive, Non-Independent Director' of the Company, liable to retire by rotation.
ANNUAL REPORT 2024-25
15
Mr. Pravin V. Sheth and Mrs. Soniya Pravin Sheth are related as husband and wife. Mr. Bhavesh P. Sheth, son of Mr. Pravin V. Sheth being related may be deemed to be interested in the said resolution set out at Item No. 5 of the Notice, to the extent of his shareholding interest, if any, in the Company.
Save and except Mr. Pravin V. Sheth and his relatives, to the extent of their shareholding interest, if any in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at item no. 5 of the Notice.
The Board recommends the Special Resolution set out at Item Nos. 5 of the Notice for approval of the members.
FIBERWEB (INDIA) LIMITED
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Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of Secretarial Standard 2, in respect of the Director seeking appointment/ re-appointment.
| Name of the Director | Mr. Pravin V. Sheth |
|---|---|
| DIN | 00138797 |
| Date of Birth | 19th August, 1939 |
| Date of appointment | 30th September, 2018 |
| Qualifcation | B.Com. LL.B., F.C.A. Practicing Chartered Accountant |
| Nature of Expertise | Expert in feld of Finance, Management, Accounting, Auditing, Taxation and Law also having good knowledge about plastic industries for last 30 years. |
| Directorship held in other Public and Private Companies |
- Star Developers Pvt. Ltd., |
| - Parijat Pvt. Ltd., | |
| - Kunststofe Industries Limited | |
| List of Membership/ Chairmanship of the Committees* of other Board as at 31st March, 2024 |
Member of Audit, Nomination and Remuneration Committee and Stakeholders Relationship Committee of Kunststofe Industries Limited |
| Shareholding in Fiberweb (India) Limited as on 31st March, 2025 |
15,54,873 equity shares |
| Relationship between directors inter-se | Mr. Pravin V. Sheth and Mrs. Soniya Pravin Sheth are related as husband and wife. Mr. Bhavesh P. Sheth is son of Mr. Pravin V. Sheth. |
| Terms and Conditions of appointment | As per Nomination and Remuneration Policy of the Company |
| Listed entities from which Director resigned in the past three years |
None |
Place: Mumbai Date: : 14th August, 2025
By order of the Board of Directors For Fiberweb (India) Limited Krutika (Shah) Gada Company Secretary ACS Membership No: 56481
Registered Office:
Air Port Road, Kadaiya, Nani Daman Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 E-mail: [email protected] Website: www.fiberwebindia.com
ANNUAL REPORT 2024-25
17
BOARDS' REPORT
Dear Shareholders,
The Board of Directors ( “the Board” ) of Fiberweb (India) Limited ( “the Company” ) is pleased to present their Report along with the Audited Financial Statements of the Company for the financial year ended 31 March, 2025 (“financial year under review” or “financial year 2024-25”).
This report is in accordance with the applicable provisions of the Companies Act, 2013 (“the Act”) the rules thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”).
SUMMARISED FINANCIAL RESULTS:
The summarized financial results are given below:
||(**In Lakhs)**|**(**In Lakhs)|
|---|---|---|
|Particulars|2024-2025|2023-2024|
||Standalone|Standalone|
|Net Sales|10129.44|8599.66|
|Other Income|169.61|89.58|
|Total Income|10299.04|8689.24|
|Expenses|||
|OperatingExpenditure|5525.20|4731.21|
|Changes in inventories of fnished goods and work-in-process and stock-in-
trade|(161.70)|(121.14)|
|Employee benefts expenses|412.64|448.94|
|Depreciation and amortization expense|480.99|399.11|
|Finance Cost|71.45|101.65|
|Other expenses|2276.72|2393.37|
|Proft /(loss)from operations before extra-ordinaryitems and tax|1693.74|736.10|
|ExtraordinaryItems|-|-|
|Proft/(loss)after ExtraordinaryItems and before tax|1693.74|736.10|
|Tax Expense: Current Tax|210.10|2.14|
|Deferred tax(credit)/charge|(16.76)|5.82|
|lncome-Tax of Earlier Year|(0.05)|1.18|
|Net Proft /(loss)for theperiod|1500.45|726.94|
BUSINESS OUTLOOK:
The outlook for the technical textile industry remains strong, driven by rising demand across key sectors such as healthcare, automotive, construction, defense, and environmental protection. As a leading player in this industry, the company is well-positioned to capitalize on emerging opportunities through innovation, diversification, and strategic growth.
Industry Trends and Growth Drivers
-
Increased Application Across Sectors: The versatility of technical textiles continues to expand their applications—from protective clothing and geotextiles to filtration, medical, and automotive components.
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Sustainability and Eco-friendly Materials: Growing environmental awareness and regulatory compliance are accelerating demand for biodegradable, recyclable, and energy-efficient textile solutions.
FIBERWEB (INDIA) LIMITED
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Infrastructure Development: Government investments in infrastructure and smart cities are fueling demand for geotextiles and construction-related technical fabrics.
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Healthcare and Hygiene Products: Post-pandemic health consciousness and the rise of medical textiles have opened new avenues for growth in disposable hygiene and antimicrobial fabrics.
Strategic Focus Areas
To sustain momentum and build competitive advantage, the company will focus on:
-
Product Innovation: Continued investment in R&D to develop high-performance, sustainable, and customized textile solutions tailored to specific industrial applications.
-
Capacity Expansion: Strengthening production capabilities to meet growing domestic and international demand.
-
• Market Diversification: Exploring new export markets and expanding customer base across high-growth sectors.
-
Sustainability Initiatives: Scaling adoption of eco-friendly raw materials, energy-efficient processes, and circular economy practices.
Risk Factors and Mitigation
While the growth prospects are promising, the company is mindful of key challenges such as:
-
Volatility in raw material prices, particularly petroleum-based inputs.
-
Global trade uncertainties and supply chain disruptions.
-
Rising regulatory standards, especially concerning sustainability and product safety.
To address these, the company is implementing robust procurement strategies, diversifying supplier networks, and aligning operations with global environmental and safety benchmarks.
The company is undergoing the Spunlace project (Biodegradable) of 160.50 Crores. The project will become commercial and production will start by October, 2026. This project will over smart top line by nearly 200 Crores with high profitability.
The company has delivered a significantly improved financial performance for the year under review. Profit after tax (PAT) has shown a substantial increase compared to the previous financial year, reflecting the successful execution of our strategic initiatives, efficient cost management, and robust demand across key product segments.
The Profit for the year ending 31.03.2025 is 1693.74 Lacs as against profit of 736.10 Lacs in previous year. Net Profit after Tax is 1500.45 Lacs against profit of 726.96 Lacs in previous year.
In view of the above facts, the earning per share of the face value of shares 10.00 each has gone up to 5.21 per share, from ` 2.52 per share, last year.
CONCLUSION:
With its strong technical capabilities, customer-centric approach, and commitment to sustainability, the company is confident in its ability to deliver value to stakeholders and maintain its leadership position in the technical textile industry. The coming year is expected to offer new opportunities for expansion, innovation, and enhanced operational performance.
ANNUAL REPORT 2024-25
19
ACCOUNTING METHOD:
The Annual Audited Standalone Financial Statements of the Company are complied with Section 129 of the Companies Act, 2013 (“the Act”) and are prepared in accordance with the Indian Accounting Standards (“Ind AS”) as notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”). The Annual Audited Standalone Financial Statements of the Company are prepared on a going-concern basis.
There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates accounting standards including any revision thereon on ongoing basis.
PUBLICATION AND ACCESS TO THE FINANCIAL STATEMENTS AND RESULTS:
The Company publishes its Unaudited Standalone Financial Results which are subjected to limited review on a quarterly basis. The Audited Standalone Financial Statements and Results are published on an annual basis. Upon publication, the Financial Statements and Results are also uploaded on the websites of the stock exchanges where equity shares of the Company are listed and the website of the Company.
In accordance with Section 136 of the Act, the Annual Audited Standalone Financial Statements of Company, Financial Statements of the subsidiary companies and all relevant documents, related thereto, are uploaded on the website of the Company and can be accessed at the weblink: https:www.fiberwebindia.com
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 2024-2025 till the date of this Report, which would affect the financial position of your Company.
SUBSIDIARY OF THE COMPANY:
The Company does not have any Subsidiary as on 31st March, 2025.
The preparation of consolidated financial statement is not applicable to the company as there is no subsidiary.
DIVIDEND:
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, 2025.
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, 2025.
SHARE CAPITAL:
The Paid up Equity Share Capital of the Company as on March 31, 2025 was 28,79,17,100 divided into 2,87,91,710 Equity shares having face value of 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.
FIBERWEB (INDIA) LIMITED
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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 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, 2025.
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.
Moreover, the Company has implemented policies and procedures to ensure the orderly and efficient conduct of its business, protect its assets, prevent and detect frauds and errors, maintain accurate and complete accounting records, and prepare reliable financial information in a timely manner. The Code of Conduct for Senior Management and Employees of the Company plays a crucial role in committing Management to adhere to financial and accounting policies, systems, and processes. Management conducts regular reviews of the systems, standard operating procedures, and controls. The Internal Audit department audits these systems and controls, with their findings and recommendations being reviewed by the Audit Committee, which oversees their implementation.
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Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, and based on the framework of internal financial controls and compliance systems established and maintained by the Company, the assessments and audit carried out by the internal auditors, and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls laid down with reference to the Financial Statements were adequate and operating effectively during the financial year 2024-25.
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. 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:
The Management Discussion and Analysis for the financial year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the SEBI Listing Regulations, is presented in a separate section and forms part of the Integrated Annual Report. It provides mandatory disclosures required under the SEBI Listing Regulations comprising of inter-alia details about the overall industry structure, economic scenarios, operational and financial performance of the Company, business strategy, internal controls and their adequacy, risk and concerns and other material developments during the financial year 2024-25. 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:
Your Company continues to follow all the statutory requirements and guidelines in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder. The Internal Complaints Committee is established in accordance with the statutory requirements, in respect of all establishments of the Company. In case of any complaints/grievances, employees are advised to approach the Internal Complaints Committee and appropriate action in this regard is initiated postdetailed review of the matter.
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.
The details of complaints relating to sexual harassment received and disposed of during the financial year 20242025 are as follows:
2025 are as follows: |
|
|---|---|
| Number of complaints of sexual harassment received | NIL |
| Number of complaints disposed of duringtheyear | NIL |
| Number of complaintspendingfor more than 90 days | NIL |
FIBERWEB (INDIA) LIMITED
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DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961
The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Act provides for maternity leave, medical bonus, and other benefits to female employees. During the financial year 2024-2025, the Company ensured that:
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All eligible women employees were granted maternity leave and benefits as prescribed under the Act.
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No discrimination was made against women employees on grounds of maternity.
The Company remains committed to promoting a gender-inclusive and supportive workplace by ensuring full compliance with all provisions related to maternity benefits.
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 the second term of 5 years from the conclusion of 39th Annual General Meeting held in the year 2024 till the conclusion of the 44th Annual General Meeting to be held in the year 2029.
Unmodified Statutory Auditors’ Report:
The Statutory Auditors’ Reports on the Annual Audited Financial Statements for the financial year 2024-25 forms part of the Integrated Annual Report and is unmodified i.e., it does not contain any qualification, reservation, or adverse remark or disclaimer.
SECRETARIAL AUDITOR:
M/s. Ritesh Sharma & Associates, Practicing Company Secretaries is appointed as the Secretarial Auditor of the Company to conduct the audit of the secretarial records of the Company and for providing Annual Secretarial Compliance Report, Corporate Governance Certificate, certain other certifications as may be required under the SEBI Listing Regulations for the financial year 2024-25. M/s. Ritesh Sharma & Associates holds a valid peer review certificate issued by the Institute of Company Secretaries of India.
Further, pursuant to the requirements of Regulation 24A of the SEBI Listing Regulations, the Board of
Directors of the Company at its meeting held on 29th May, 2025 has approved and recommended to the Members for their approval at the ensuing Annual General Meeting, the re-appointment of M/s. Ritesh Sharma & Associates, a peer-reviewed firm of Company Secretaries (Firm Registration No. 20742) as the Secretarial Auditors of the Company for the first term of five consecutive financial years commencing from 1 April 2025 till 31 March 2030 to conduct Secretarial Audit of the Company.
Unmodified Secretarial Audit Report and Annual Secretarial Compliance Report
The Secretarial Audit Report and the Annual Secretarial Compliance Report for the financial year ended 31 March 2025 are unmodified i.e., they do not contain any qualification, reservation, or adverse remark.
The Secretarial Audit Report in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended 31 March 2025 is annexed to this Boards’ Report as Annexure III to this Board’s Report and forms part of the Integrated Annual Report.
The Annual Secretarial Compliance Report for the financial year ended 31 March 2025 in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI Master circular reference No. SEBI/HO/ CFD/
ANNUAL REPORT 2024-25
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PoD2/CIR/P/0155 dated 11 November 2024 is annexed to the Report on Corporate Governance and forms part of the Integrated Annual Report.
The Annual Secretarial Compliance Report is also uploaded on the website of the Company and can be accessed at the weblink: www.fiberwebindia.com
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 Shah (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 Nine Members, consisting of Three Non-Executive & Non-Independent Directors, Five Non-Executive & Independent Directors and One Executive Director.
RETIREMENT BY ROTATION:
In terms of Section 152 of the Act, Mr. Bhavesh P Sheth and Mrs. Soniya P Sheth retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, has offered for their reappointment.
Mr. Bhavesh P Sheth and Mrs. Soniya P Sheth 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.
During the year, 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.
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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 fulfill 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.
PERFORMANCE EVALUATION
The performance was evaluated basis feedback for each of the evaluations sought by way of structure and comprehensive questionnaires. The performance evaluation parameters covers various attributes/functioning of the Board such as diversity and adequacy of the composition of the Board and its Committees, setting corporate culture and values, execution and performance of specific duties, Board’s functioning such as Board effectiveness, Board meetings, quantity and timeliness of flow of information between the Board Members and the management, composition and Member participation, quality and transparency of discussions, time devoted by the Board to strategy, effectiveness of the Corporate Governance practices etc. based on the criteria approved by the NRC. The evaluators are also encouraged to provide qualitative feedback and comments as part of the evaluation.
During the financial year under review, to further enhance the Board effectiveness, the NRC of the Company reviewed the questionnaire on performance evaluation.
All Directors of the Company as on 31 March 2025 participated in the evaluation process. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise and the outcome of the evaluation process.
The evaluation exercise for the financial year 2024-25 inter alia, concluded that Independent Directors appointed on the Board fulfills the criteria of Independence as set out in the SEBI Listing Regulations and the Act, the Board conducts its affairs effectively and has the right mix of background, capabilities,
competencies, qualifications, experiences and time to serve the Company and the Board operates in a cohesive atmosphere of openness and trust. Suggestions provided to further enhance the Board’s effectiveness by organising sessions with industry/ functional experts and sessions on knowledge sharing and better networking, have been noted and taken up for implementation. Other suggestions from previous evaluations were implemented by the Company.
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 Company’s values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.
ANNUAL REPORT 2024-25
25
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:
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That in the preparation of the accounts for the financial period ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;
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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;
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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;
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That the Directors have prepared the annual accounts for the financial period ended 31st March, 2025 on a 'going concern' basis.
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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
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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.
A Policy on Appointment and Remuneration of Directors and Senior Management and Succession Planning (“Appointment and Remuneration Policy”) is adopted and implemented by the Board in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The said Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of directors, identification of persons who are qualified to become Directors, KMPs and Senior Management Personnel in accordance with the criteria laid down in the Policy, and the basis for payment of remuneration to the Directors, KMPs, Senior Management and other employees of the Company.
Policy on Remuneration
Remuneration to Directors
The NRC determines and recommends to the Board the compensation payable to all Directors within the limits approved by the Members and prescribed under the applicable provisions of the Act and the SEBI Listing Regulations. The NRC also reviews and recommends to the Board the remuneration of the Senior Management Personnel of the Company.
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.
FIBERWEB (INDIA) LIMITED
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- 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.
BOARD MEETINGS:
During the Financial Year ended 31st March 2025, five Board Meetings were held on the following dates: 21st May, 2024, 12th August, 2024, 05th November, 2024, 03rd December, 2024 and 10th February, 2025. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this Annual Report.
ANNUAL GENERAL MEETING (AGM):
The 39th AGM of the Company was 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.
The 40th AGM of the Company was held on Thursday, 25th September, 2025 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 meet 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.
AUDIT COMMITTEE:
As on 31st March, 2025, the Committee comprises of three Directors viz. Mr. Sorabh Gupta (Chairman of the Committee), Mr. Chidamber A Rege (Member) and Mrs. Soniya P Sheth (Member). However, the Committee was reconstituted by the board at its meeting held on 29th May, 2025 viz. Mr. Sorabh Gupta (Chairman of the Committee), Mr. Dhrupal Shah (Member) and Mr. Rajesh U Shukla (Member)
Two third of 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.
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.
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Other Board Committees
Details of other Board Committees constituted under the Act and the SEBI Listing Regulations, their compositions, meetings held, attendance of the Members at the Committee Meetings are provided in the Report on Corporate Governance which forms part of the Integrated Annual Report.
The composition of the Board Committees is also uploaded on the website of the Company and can be accessed through the weblink: www.fiberwebindia.com
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, 2025.
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 entered into by the Company, during the financial year under review, were in the ordinary course of business and on arms’ length basis, pre-approved by the Audit Committee, comprising of only Independent Directors of the Company. The said transactions were in accordance with the Policy on materiality of and on dealing with Related Party Transactions, formulated by the Company.
Prior omnibus approval of the Audit Committee is obtained for transactions of the Company with related parties which are repetitive in nature.
A statement on Related Party Transactions specifying the details of the transactions entered pursuant to the omnibus approval granted is reviewed by the Audit Committee and the Board on a quarterly basis.
On announcement of half-yearly financial results, details of all related party transactions entered into by the Company are disclosed and filed with the stock exchanges where equity shares of the Company are listed, within prescribed timelines and also uploaded on the website of the Company at the weblink: https://fiberwebindia.com/.
Details of related party transactions entered into/ by the Company, in terms of Ind AS-24 are disclosed in the notes to the Standalone and Consolidated Financial Statements, respectively forming part of the Integrated Annual Report.
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:
The details of the loans, guarantees or investments covered under Section 186 of the Act, forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.
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Other Disclosures: The Board hereby states that no disclosure and/or reporting and/or details is required, in respect of the following matters, as there were no transactions on these matters and/or instances/requirement/ applicability, during the year under review:
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There were no Deposits covered under Sections 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.
-
There was no issue of equity shares with differential rights as to dividend, voting or otherwise.
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No significant or material orders were passed by the Regulators or Courts or Tribunals, impacting the going concern status of your Company and its operations in future.
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There was no revision in the financial statements.
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Maintenance of cost records in terms of Section 148 of the Act is not applicable to your Company.
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No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which the financial statements relate and the date of this report, unless otherwise stated in the 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 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.
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 ‘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):
We believe that while driving the growth and success of our business remains a key priority, our broader mission can only be realized through a deep commitment to the communities in which we operate. We recognize that sustainable progress is rooted in empowering and uplifting the people around us. To that end, our approach to community development involves the implementation of long-term, strategic initiatives aimed at creating a resilient and supportive ecosystem that enables inclusive and sustained community growth.
Your Board has constituted the CSR Committee, which performs the functions as mandated under the Act and the Rules framed thereunder. The composition of the CSR Committee is detailed in the Corporate Governance Report.
ANNUAL REPORT 2024-25
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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
Pursuant to the provisions of Section 135 of the Act and Schedule VII thereto read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the prescribed CSR expenditure for the FY 2024-25 was ` 13.75 Lakhs.
Accordingly, your Company has spent 19.51 Lakhs towards the CSR activities during FY 2024-2025. Your Company utilized the funds of ` 19.51 Lakhs which is more than mandated for CSR expenditure during FY 202425 in selected projects/initiatives, details for which are available in the CSR Report FY 2024-25.
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.
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 Company's Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2025, about 96.13% shareholding representing 2,76,77,736 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 inter-se transfer of shares among promoters which was carried out in compliance with the provision of the Companies Act, 2013 and rules and regulation of SEBI (LODR) Regulation, 2015.The following are the details
- 20,00,000 Equity Shares representing 6.95% of the total capital were transferred from Mr. Pravin V. Sheth to Mr. Bhavesh P. Sheth – Promoters on 27.06.2024.
The inter-se transfer of shares is pursuant to Regulation 10(1)(a)(i) of the SEBI (SAST) Regulation, 2011 by way of Gift of shares amongst immediate relatives, also the promoters of Fiberweb (India) Limited.
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, 2025. Their Certificate is annexed to this Directors’ Report.
OTHER DISCLOSURES:
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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
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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:
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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:
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Issue of equity shares with differential rights as to dividend, voting or otherwise.
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Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
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Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
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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.
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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.
SECRETARIAL STANDARDS:
During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.
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: 14[th] August, 2025
Registered Office:
Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 E-mail: [email protected]
ANNUAL REPORT 2024-25
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Annexure – I
ANNEXURE TO DIRECTOR’S REPORT
DETAILS OF REMUNERATION
Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The remuneration of each Director, Chief Financial Officer and Company Secretary, percentage increase in their remuneration during the Financial Year 2024-2025 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2024-2025 are as under:
| Sr. No |
Name of Director/KMP | Designation | Remuneration of Director/ KMP for the Financial Year 2024-25 (Including Perquisite) |
% increase in Remuneration in the Financial Year (Including Perquisite) |
Ratio of Remuneration of each Director to median remuneration (Including perquisite) of employees for the Financial Year 2023-24 |
|---|---|---|---|---|---|
| `in Lacs | % | Times | |||
| 1 | Mr Pravin V Sheth | Chairman Emeritus | - | - | - |
| 2 | Mr Bhavesh P Sheth | Non Executive Director | - | - | - |
| 3 | Mrs Soniya P Sheth | Non Executive Director | - | - | - |
| 4 | Mr Vinod Kumar Beswal | Independent Director | - | - | - |
| 5 | Mr Chidambar Rege | Independent Director | - | - | - |
| 6 | Mr Sorabh Gupta | Independent Director | - | - | - |
| 7 | Mr Dhrupal Shah | Independent Director | - | - | - |
| 8 | Mr Mithilesh Dubey | Independent Director | - | - | - |
| 9 | Mr Rajesh Shukla | Executive Director | 5.30 | 01.34% | 5.23 |
| 10 | Mr Mukesh Pandya | Chief Financial Ofcer | 19.07 | 04.55% | 18.24 |
| 11 | Ms Krutika Shah (Gada) |
Company Secretary | 6.25 | 0.00% | 6.25 |
Notes:
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the Financial Year:
The median remuneration of employees of the Company during the Financial Year was ` 0.72 lakhs and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year is provided in the above table
2. The percentage increase in the median remuneration of employees:
In the Financial Year, there was an decrease of 0.92 % in the median remuneration of employees
FIBERWEB (INDIA) LIMITED
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3. The number of permanent employees on the rolls of Company
- There were 116 permanent employees on the rolls of the Company as on 31st March, 2025.
4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year.
- Average percentage increase made in the salaries of employees other than the managerial personnel in the Financial Year i.e. 2024-2025 was 10.00% whereas the increase in the managerial remuneration for the Financial Year 2024-2025 was 10.00 %
5. Affirmation that the remuneration is as per the remuneration policy of the company:
- It is hereby affirmed that the remuneration paid is as per the Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees.
Notes:
-
Remuneration includes salaries, house rent allowance, personal allowance, ex-gratia, performance allowance, leave travel assistance, encashment of leave, medical expenses/ allowances, accident insurance premium, Company’s Contribution to Provident and Superannuation funds and the monetary value of perquisites calculated in accordance with the provisions of the Income-tax Act, 1961 and the Rules made there under and excludes provision for retiring gratuity for which separate figure is not available.
-
The above employees are not relative of any Director of the Company.
For and on behalf of the Board of Directors
Place: Mumbai Date: 14[th] August, 2025
Pravin V. Sheth Director DIN: 00138797
ANNUAL REPORT 2024-25
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Annexure II
CORPORATE SOCIAL RESPONSIBILITY
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES FOR THE FINANCIAL YEAR 2024-2025
1. Brief outline on CSR Policy of the Company:
Corporate Social Responsibility (CSR) is an integral part of our business philosophy. We are committed to making a positive and sustainable impact on the communities we serve, while aligning our social and environmental initiatives with our core values and business objectives.
Our CSR strategy focuses on the following key areas:
-
Community Development: Supporting education, healthcare, and livelihood programs to improve the quality of life for underserved communities.
-
Environmental Sustainability: Promoting eco-friendly practices through energy conservation, waste reduction, and sustainable resource management.
-
Employee Well-being and Inclusion: Fostering a healthy, diverse, and inclusive workplace culture that supports professional and personal growth.
-
Ethical Governance: Upholding transparency, compliance, and ethical standards in all our operations.
We believe that long-term business success goes hand in hand with social and environmental responsibility. Our CSR initiatives are guided by our commitment to inclusive growth, stakeholder engagement, and sustainable development.
2. Composition of the CSR Committee:
| SR. No. |
Name of Director | Designation / Nature of Directorship |
Number of meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
|---|---|---|---|---|
| 1 | Mr. Sorabh Gupta | Chairman, Independent Director (w.e.f. 29.05.2025) Member(upto 29.05.2025) |
4 | 4 |
| 2 | Mr. Dhrupal Shah | Member, Independent Director(w.e.f 29.05.2025) |
NA | NA |
| 3 | Mrs. Soniya P. Sheth | Member,Non-Executive Non-Independent Director |
4 | 4 |
| 4 | Mr. Chidamber A. Rege |
Chairman, Independent Director(upto 29.05.2025) |
4 | 4 |
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:
Composition of the CSR committee shared above and is available on the Company’s website on: http://www.fiberwebindia.com
CSR policy – http://www.fiberwebindia.com
CSR projects – http://www.fiberwebindia.com
FIBERWEB (INDIA) LIMITED
34
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4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) – Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable
-
` 687.85 Lakhs
-
6. Average net profit of the company as per section 135(5):
-
13.75 lakhs
-
7. (a) Two percent of average net profit of the company as per section 135(5):
-
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
-
NIL
-
(c) Amount required to be set off for the financial year, if any:
-
` 13.75 lakhs
-
(d) Total CSR obligation for the financial year (7a+7b-7c):
8. (a) CSR amount spent or unspent for the financial year:
- **Total Amount Spent for the Financial Year. (in** ` **):** ` 19.51 Lakhs
- **Amount Unspent (in** ` **):** NIL
-
NIL
-
(b) Details of CSR amount spent against ongoing projects for the financial year:
-
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
| (1) | (2) | (3) | (4) | (5) | (5) | (6) | (7) | (8) | (8) |
|---|---|---|---|---|---|---|---|---|---|
| Sl. No. |
Name of the Project |
Item from the list of activities in schedule VII to the Act |
Local area (Yes/ No) |
Location of the project. |
Amount spent for the project (in`) |
Mode of implementation - Direct (Yes/No) |
Mode of implementation - Through implementing agency |
||
| State | District | Name | CSR registration number |
||||||
| 1. | Promoting Education (Support to Students) |
Education Schedule VII (ii) |
Yes | Mumbai, Maharashtra |
5,38,000 | No | 1. Sheth Public Charitable Trust |
1.CSR00019355 | |
| 2. | Promoting Healthcare |
Health care/ Medical Relief Schedule VII (i) |
Yes | Mumbai, Maharashtra |
10,62,000 | No | 1.Sheth Public Charitable Trust |
2.CSR00019355 | |
| 3. | Promoting Healthcare |
Health care/ Medical Relief Schedule VII (i) |
Yes | Mumbai, Maharashtra |
50,000 50,000 |
No | 1.Blind Organisation of India 2. Pranvayu Foundation |
3.CSR00003325 |
-
(d) Amount spent in Administrative Overheads: NIL
-
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
-
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): 19.51 Lakhs
-
NIL
-
(g) Excess amount for set off, if any:
ANNUAL REPORT 2024-25
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9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable
|Sl.
No.|Preceding
Financial
Year|Amount
transferred to any
fund specifed
under Schedule
VII as per section
135(6), (in**)**|**Balance**<br>**Amount**<br>**spent in the**<br>**reporting**<br>**Financial**<br>**MYear(in**)|Amount
transferred to
Unspent CSR
Account under
section 135 (6)
(in ₹)|Amount
remaining to
be spent in
succeeding
fnancial
years.(in`)|Defciency, if
any|
|---|---|---|---|---|---|---|
||NIL|NIL|NIL|NIL|NIL|NIL|
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Not Applicable
10. In case of creation or acquisition of capital asset, furnish -the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable
11. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5): Not Applicable
For Fiberweb (India) Limited
Pravin V. Sheth Director
DIN: 00138797
Sorabh Gupta Chairman of the Corporate Social Responsibility Committee DIN: 05124195
Place: Mumbai Date: 14[th] August, 2025
FIBERWEB (INDIA) LIMITED
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Annexure III
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To The Members of, Fiberweb (India) Limited Airport Road, Kadaiya Village, Daman – 396210 (U. T.)
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Fiberweb (India) Limited having CIN: L25209DD1985PLC004694 and having registered office at Airport Road, Kadaiya Village, Daman – 396210 (U. T.) (hereinafter referred to as 'the Company'), produced before us in electronic mode by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ln our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ending on 31st March, 2025 have been debarred or disqualified from being appointed or contiing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
| Sr. No. |
Name of the Director | DIN | Date of appointment in company |
|---|---|---|---|
| 1 | Pravin Vrajlal Sheth | 00138797 | 01/08/2007 |
| 2 | Bhavesh Pravin Sheth | 02862487 | 30/01/2010 |
| 3 | Soniya Pravin Sheth | 02658794 | 30/03/2015 |
| 4 | Vinod Kumar Beswal | 00120095 | 12/08/2022 |
| 5 | Chidambar Arvind Rege | 01707700 | 30/04/2009 |
| 6 | Rajesh Umashankar Shukla | 08690226 | 06/02/2020 |
| 7 | Sorabh Gupta | 05124195 | 28/05/2021 |
| 8 | Dhrupal Shah | 10270991 | 11/08/2023 |
| 9 | Mithilesh Dubey | 06756709 | 11/08/2023 |
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For M/s. Ritesh Sharma & Associates Practising Company Secetary
Place: Thane Date:17/05/2025
Ritesh Sharma Proprietor M. NO. A55260 C. P. NO. 20742 * UDIN No. : A055260G000338950
- Note: Unique Document Identification Number (UDIN) is generated for this certificate and same is reported to the Institute of Company Secretaries of India and the UDIN is issued in accordance with the applicable provisions of the ICSI Unique Document Identification Number (UDIN) Guidelines, 2019.
ANNUAL REPORT 2024-25
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Annexure IV
To,
The Board of Directors,
Fiberweb (India) Limited
CERTIFICATE
(Pursuant to Regulation 17(8) of SEBI (LODR), Regulations, 2015)
We, the undersigned in our respective capacities as Chief Executive Officer and the Chief Financial Officer of
Fiberweb (India) Limited ( “the Company” ) to the best of our knowledge and belief hereby certify that:
a. We have reviewed the financial statements and the cash flow statement for the financial year ended 31st
March, 2025 and that to the best of our knowledge and belief, we state that:
i. these statements do not contain any materially untrue statement or omit any material fact or contain any
statements that might be misleading;
ii.
these statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
b. We further state that to the best of our knowledge and belief, there are no transactions entered into by the
Company during the year, which are fraudulent, illegal or violative to the Code of Conduct adopted by the
Company.
c. We hereby declare that all the members of the Board of Directors have confirmed compliance with the Code
of Conduct of the Company.
d. We are responsible for establishing and managing internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to the financial reporting
of the Company and we have disclosed to the Auditors and Audit Committee, deficiencies in the design or
operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed
to take to rectify these deficiencies.
e. We have indicated, based in our most recent evaluation, wherever applicable, to the Auditors and the Audit
Committee:
i.
Significant changes, if any, in internal control over financial reporting during the year;
ii
Significant changes, if any, in the accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and
iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having significant role in the Company’s internal control system over the
financial reporting.
Yours Faithfully
For Fiberweb (India) Limited
Mr. Rajesh Shukla Mr. Mukesh Pandya
Chief Executive Officer Chief Financial Officer
Place: Mumbai
Date: 29.05.2025
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Annexure V
FORM NO. MR -3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2025 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, The Members, FIBERWEB (INDIA) LIMITED Airport Road, Kadaiya Village, Nani Daman, Daman- 396210.
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Fiberweb (India) Limited herein after called “the Company” ) having CIN: L25209DD1985PLC004694 and Registered Office at Airport Road, Kadaiya Village, Nani Daman, 396210. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
We have examined the papers, minute books, forms, returns filed and other records maintained by the Company provided to us for the financial year ended on 31st March, 2025. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
The Audit has been conducted for the financial year ended on 31st March, 2025 in accordance with the provisions of:
-
(i) The Companies Act, 2013 (the Act) and the rules made there under:
-
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under;
-
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
-
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
-
(v) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.:
-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
-
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not applicable to the Company during the audit period]
-
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; [Not applicable to the Company during the audit period]
ANNUAL REPORT 2024-25
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-
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; [Not applicable to the Company during the audit period]
-
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; Not applicable as the Company is not registered as a Registrar to an issue and Share Transfer Agent
-
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; Not applicable as the Company has not delisted its equity shares from any Stock Exchange during the financial year under review
-
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; Not applicable as the Company has not bought back any of its securities during the financial year under review.
-
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
-
(vi) Other laws specificallyapplicable to the Company, namely;
-
Factories Act, 1948
-
Industrial Disputes Act, 1747
-
Payment of Wages Act, 1936
-
The Minimum Wages Act, 1948
-
Employees’ State Insurance Act, 1948
-
The Payment of Bonus Act, 1965
-
Payment of Gratuity Act, 1972 8. The Maternity Benefit Act, 1961
-
The Child Labour (Prohibition and Regulation) Act, 1986
-
The Industrial Employment (Standing Orders) Act, 1946
-
The Employees' Compensation Act, 1923 (earlier known as Workmen's Compensation Act, 1923) 12. Equal Remuneration Act, 1976 13. The Environment (Protection) Act, 1986 14. The Environment (Protection) Rules, 1986 15. The Hazardous Wastes (Management, Handling And Trans boundary Movement) Rules, 2008 16. The Water (Prevention & Control of Pollution) Act, 1974 17. Water (Prevention & Control of Pollution) Rules, 1975 18. The Air (Prevention & Control of Pollution) Act, 1981 19. The Air (Prevention & Control Of Pollution) Rules, 1982 20. Sale of Goods Act, 1930 21. Income Tax Act, 1961 22. Central Excise Act, 1944
FIBERWEB (INDIA) LIMITED
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-
Central Excise Rules, 2002 24. Central Sales Act, 1956 25. Service Tax Rules, 1994 26. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
-
Customs Act, 1962
-
Wealth Tax Act, 1957
-
The Employee Provident Fund And Miscellaneous Provision Act, 1952
-
The Trade Union Act, 1926.
-
The Special Economic Zones Act, 2005.
The management of the Company has informed us that other than the Acts as mentioned above, there is no industry specific law which is applicable to the Company.
We have also examined compliance with the applicable clauses of the following:
-
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
-
(ii) The Listing Agreements entered into by the Company with the Bombay Stock Exchange, National Stock Exchange of India Limited and the Ahmedabad Stock Exchange.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that,
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and as such there has been no change in the composition of the Board of Directors of the Company during the period under review.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in
the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
For M/s. Ritesh Sharma & Associates
Mr. Ritesh Sharma Practising Company Secretary Date: 14[th] August, 2025 M. No. A55260 COP No.: 20742 Place: Thane UDIN: A055260G001016440
Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this report.
ANNUAL REPORT 2024-25
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'ANNEXURE A’
To, The Members,
FIBERWEB (INDIA) LIMITED Airport Road, Kadaiya Village, Nani Daman,Daman- 396210.
Our report of even date is to be read along with this letter.
-
Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
-
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
-
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
-
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
-
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
-
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
ForM/s. Ritesh Sharma & Associates
Date: 14[th] August, 2025 Place: Thane
Mr. Ritesh Sharma Practising Company Secretary M. No. A55260 COP No.: 20742 UDIN: A055260G001016440
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Annexure VI
FORM NO. AOC -2
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.
- Details of contracts or arrangements or transactions not at Arm’s length basis –
There were no contracts or arrangements or transactions entered into during the year ended on 31st March, 2025, which were not at arm’s length basis.
- Details of contracts or arrangements or transactions at Arm’s length basis –
There were no material contracts or arrangements or transactions for the year ended 31st March, 2025, as per the provisions of the Companies Act, 2013. Thus, this disclosure is not applicable.
For and half of the board
Pravin V. Sheth Director & Chairman Emeritus DIN: 00138797
ANNUAL REPORT 2024-25
43
REPORT ON CORPORATE GOVERNANCE:
The Board of Directors (“the Board”) of Fiberweb (India) Limited (“the Company” or “Your Company”) present herewith, report on the Corporate Governance for the year ended March 31, 2025 (“FY 2024-25” or “the year under review”), enumerating the current Corporate Governance systems and processes at the Company, in terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”).
Company's Philosophy on Code of Corporate Governance:
At Fiberweb (India) Limited, we believe that sound corporate governance is the cornerstone of sustainable business performance and long-term value creation. Our corporate governance framework is built on the principles of transparency, accountability, responsibility, and integrity.
We are committed to conducting our business in a fair, ethical, and responsible manner, upholding the interests of all our stakeholders including shareholders, employees, customers, suppliers, regulators, and the community at large. Our governance practices are guided not only by legal and regulatory compliance but also by a desire to lead by example and maintain high standards of corporate behaviour.
Key elements of our corporate governance philosophy include:
-
Ensuring a strong and independent Board that provides effective leadership and oversight;
-
Promoting a culture of ethical conduct throughout the organization;
-
Ensuring timely and accurate disclosure of financial and operational performance;
-
Safeguarding stakeholder interests through effective risk management and internal controls;
-
Encouraging active engagement with shareholders and maintaining transparent communication.
We continuously strive to strengthen our corporate governance framework in line with evolving best practices and stakeholder expectations, reinforcing our reputation as a responsible and trustworthy corporate citizen.
Board of Directors:
Composition of Board of Directors
Your Company has an appropriate blend of Directors on its Board, to maintain its diversity and independence, with an optimum combination of Three Non-Executive Promoter Directors including One Women Director, an Executive Director, and five Non-Executive Independent Directors. The Company has a Non-Executive Chairman and the number of Independent Directors add up to a half of the total strength of Board. The dayto-day management of your Company is entrusted with the Senior Management Personnel.
The composition of the Board of your Company is in conformity with the provisions of the Companies Act, 2013 (“the Act”) and Regulation 17 of the Listing Regulations. Agenda papers of the Board's and its Committee meetings are circulated to the Directors well in advance of the meetings, supported with significant information as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for an effective and well-informed decision making during the meetings.
The composition of the Board, during the year under review, was in conformity with the provisions of the Companies Act, 2013, as amended (“Act”) and the Listing Regulations. The key decisions are taken after detailed deliberations and discussions by the Board and it is ensured that the relevant information prescribed to be provided, under the Listing Regulations, is presented to the Board. The Board on a quarterly basis, reviews the compliance reports pertaining to the laws applicable to the Company.
FIBERWEB (INDIA) LIMITED
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In terms of the provisions of Section 184 of the Act and Regulation 26 of the Listing Regulations, the Directors present necessary disclosures regarding the positions held by them on the Board and/or Committees of other public and/or private companies, from time to time. On basis of such disclosures, it is confirmed that as on the date of this Report, none of the Directors of your Company:
-
A) hold directorship in more than 20 (twenty) companies, including 10 (ten) public companies (of which not more than 7 (seven) are listed companies); and
-
B) hold membership of more than 10 (ten) and act as chairman/ chairperson of more than 5 (five) Committees (considering only Audit Committee and / or Stakeholders Relationship Committee) across all public companies (listed or unlisted) in which they are Directors.
All the Independent Directors have confirmed that they meet the criteria of independence as stated under Regulations 16(1)(b) read with Regulation 25(8) of the Listing Regulations and Section 149(6) of the Act. The maximum tenure of the Independent Directors is in compliance with the provisions of the Act and the Listing Regulations. Further, in terms of Regulation 26(5) of the Listing Regulations, the Senior Management has complied with the necessary disclosure requirements.
The terms and conditions of the appointment of Independent Directors are hosted on the Company’s website at www.fiberwebindia.com . Based on the confirmation / declaration as above from the Independent Directors, your Board has formed an opinion that the Independent Directors of your Company fulfil the conditions specified in the Act and the Listing Regulations and are independent of the Management of the Company as on March 31, 2025.
The Board comprises of competent members who bring in proficiency, skills and competencies in the business in which the Company operates. The Board has identified the following skill set with reference to its business and retail sector, which are required for and available with the Board. Also, individual director possessing such skills/ expertise/ competence is appended hereunder.
The composition of the Board of Directors and also the number of other Companies of which he/ she are a Director and Member/ Chairman as on March 31, 2025, are as under:
| Name of the Director |
Category of Director |
No. of shares held in the Company as on 31st March, 2025 |
No. of Board meetings attended during FY25 |
No. of Directorship in Public Companies as on 31st March, 2025* |
No. of Board Committee Membership held in Public Companies as on 31st March, 2025** |
No. of Board Committee Membership held in Public Companies as on 31st March, 2025** |
Attendance at last AGM held on 27th September, 2024 |
|---|---|---|---|---|---|---|---|
| Chairman | Member | ||||||
| Mr. Pravin V. Sheth |
Chairman Emeritus, Non- Executive & Non-Independent Director |
1554873 | 5 | 2 | 0 | 2 | Yes |
| Mr. Bhavesh P. Sheth |
Non-Executive & Non-Independent Director |
8249596 | 4 | 1 | 0 | 0 | Yes |
| Mrs. Soniya P. Sheth |
Non-Executive & Non-Independent Director |
11000 | 5 | 2 | 0 | 2 | Yes |
| Mr. Vinod Beswal |
Non-Executive& Independent Director |
0 | 5 | 2 | 1 | 0 | No |
ANNUAL REPORT 2024-25
45
| Name of the Director |
Category of Director |
No. of shares held in the Company as on 31st March, 2025 |
No. of Board meetings attended during FY25 |
No. of Directorship in Public Companies as on 31st March, 2025* |
No. of Board Committee Membership held in Public Companies as on 31st March, 2025** |
No. of Board Committee Membership held in Public Companies as on 31st March, 2025** |
Attendance at last AGM held on 27th September, 2024 |
|---|---|---|---|---|---|---|---|
| Chairman | Member | ||||||
| Mr. Chidambar A. Rege |
Non-Executive& Independent Director |
0 | 4 | 1 | 0 | 2 | Yes |
| Mr. Rajesh Umashankar Shukla |
Executive Director |
0 | 5 | 1 | 0 | 0 | Yes |
| Mr. Sorabh Gupta |
Non-Executive& Independent Director |
0 | 5 | 1 | 2 | 0 | Yes |
| Mr Dhrupal Shah |
Non-Executive& Independent Director |
4500 | 3 | 1 | 0 | 0 | Yes |
| Mr Mithilesh Dubey |
Non-Executive& Independent Director |
0 | 5 | 1 | 0 | 0 | Yes |
- Excludes Directorships held in Private Limited Companies, Foreign Companies and Section 8 companies (having charitable objects etc.) and includes directorship in Fiberweb (India) Limited.
** In accordance with Regulation 26 of the Listing Regulations, Chairmanships/Memberships of only Audit Committee and Stakeholders Relationship Committee of all Public Limited Companies, whether listed or not, has been considered including that of Fiberweb (India) Limited.
The particulars of Directors, who are proposed to be re-appointed at the ensuing AGM, are given in the Notice convening the AGM.
As per amended SEBI Listing Regulations, the details of directorships of the directors are tabulated as under:
| Sr No |
Name of Director | Names of listed entities in which Directorship held other than this company |
Category of Directorship |
|---|---|---|---|
| 1 | Mr. Pravin V. Sheth | Kunststofe Industries Limited | Non-Executive Director |
| 2 | Mrs. Soniya P. Sheth | Kunststofe Industries Limited | ManagingDirector |
| 3 | Mr. Bhavesh P. Sheth | None | None |
| 4 | Mr. Vinod Beswal | Pudumjee Paper Products Limited | Non-Executive Independent Director |
| 5 | Mr. Rajesh U. Shukla | None | None |
| 6 | Mr. Chidamabar A. Rege | None | None |
| 7 | Mr. Sorabh M. Gupta | None | None |
| 8 | Mr Dhrupal Shah | None | None |
| 9 | Mr Mithilesh Dubey | None | None |
FIBERWEB (INDIA) LIMITED
46
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BOARD PROCEDURE:
The Board meets at least once every quarter to review the quarterly performance and the financial results. The Board's role, functions, responsibility and accountability are clearly defined. All major decisions involving policy formulations, business plans, annual operating budgets, compliance with statutory requirements, major accounting provisions and write-offs are considered by the Board. All the Directors have made necessary disclosures about the directorships and committee positions they occupy in other companies.
ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING:
During the year under review, four meetings of the Board were held on the following dates:
| Sl. No |
Name of Director |
Presence at Board Meeting | Presence at Board Meeting | Presence at Board Meeting | Presence at Board Meeting | Presence at Board Meeting | No. of Meetings Held |
Atten- Dance |
% of Attend ance |
|---|---|---|---|---|---|---|---|---|---|
| 21 May 2024 |
12 Aug 2024 |
05 Nov 2024 |
03 Dec 2024 |
10 Feb 2025 |
|||||
| 1 | Mr. Pravin V. Sheth | Yes | Yes | Yes | Yes | Yes | 5 | 5 | 100 |
| 2 | Mrs. Soniya P. Sheth | Yes | Yes | Yes | Yes | Yes | 5 | 5 | 100 |
| 3 | Mr. Bhavesh P. Sheth | Yes | Yes | Yes | No | Yes | 5 | 4 | 80 |
| 4 | Mr. Vinod Beswal | Yes | Yes | Yes | Yes | Yes | 5 | 5 | 100 |
| 5 | Mr. Chidamabar A. Rege |
Yes | No | Yes | Yes | Yes | 5 | 4 | 80 |
| 6 | Mr. Rajesh U. Shukla | Yes | Yes | Yes | Yes | Yes | 5 | 4 | 100 |
| 7 | Mr. Sorabh M. Gupta | Yes | Yes | Yes | Yes | Yes | 5 | 4 | 100 |
| 8 | Mr Dhrupal Shah | Yes | Yes | No | Yes | No | 5 | 3 | 60 |
| 9 | Mr Mithilesh Dubey | Yes | Yes | Yes | Yes | Yes | 5 | 5 | 100 |
The maximum gap between two Board Meetings held during the year was not more than 120 days.
The 39th Annual General Meeting was held on 27th September, 2024.
Board Meeting process
The Board is the apex body constituted by shareholders for overseeing the Company’s overall functioning. The Board provides and evaluates the Company’s strategic direction, management policies, their effectiveness and ensures that shareholders’ long-term interests are being served. The Company’s internal guidelines for Board/ Board Committee meetings facilitate the decision-making process at its meetings in an informed and efficient manner.
The Board plays a critical role in strategy development of the Company. The CEO, the Chief Financial Officer and the Senior Management apprise the Board on the Overall performance of the Company every
Quarter. The Board periodically reviews the strategy, annual business plan, business performance of the Company. The Board also reviews the compliance reports of the laws applicable to the Company, Internal Financial Controls and Financial Reporting Systems and, Minutes of the Meeting of the Company.
The Board meets at least once in every calendar quarter and 4 times in a year with a maximum time gap of not more than 120 (one hundred and twenty) days between two consecutive meetings. Dates for the Board meetings are decided well in advance and communicated to the Directors. Additional Board meetings are held as and when deemed necessary.
ANNUAL REPORT 2024-25
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Familiarisation programme
Your Company has designed a familiarisation programme for its Independent Directors which also extends to other Non-Executive Directors of the Company. The said programme is imparted at the time of appointment on the Board, vide periodic Board and Committee meets and as and when required, from time to time. It aims to provide insights into your Company to enable them to understand the nature of the retail industry, business model in depth, functionaries, processes and policies of the Company etc., and also seeks to update them on their roles, responsibilities, rights and duties as a director under the Act, the Listing Regulations and other applicable statutes. On appointment, the concerned Independent Director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected commitments.
Pursuant to Regulation 46 of the Listing Regulations, the details of the familiarisation programme imparted to the Directors are available on the Company’s corporate website at https://fiberwebindia.com//
The Committees of the Board (“the Committees”)
The Committees plays a crucial role in the overall management of day-to-day affairs and the governance structure of your Company. They have been constituted to deal with specific areas and activities which concern the Company and require a closer review. The Committees comprise of a combination of Executive, NonExecutive and Independent Directors, as requisite, to discharge various functions, duties and responsibilities cast upon them under the various laws, statutes, rules and regulations applicable to the Company, from time to time. The Board is responsible for constituting, assigning and fixing the terms of reference of the Committees in line with the regulatory requirements. The Committees meets at regular intervals and takes necessary steps to perform the duties entrusted to it by the Board. There is seamless flow of information between the Board and its committees, as the Committees report their recommendations and opinions to the Board, which in turn supervises the execution of respective responsibilities of the Committees.
The proceedings of the Committee meetings are documented in form of draft minutes and circulated to the Members of the respective Committees for their comments/confirmation. On confirmation, the minutes are signed by the Chairperson of the respective Committees. The Board also takes note of the minutes of the meetings of these Committees
Directors’ profile:
Mr. Pravin V. Sheth Age: 86 years, Qualification: B.Com. LL.B., F.C.A. Practicing Chartered Accountant, Nature of expertise: Expert in field of Finance, Management, Accounting, Auditing, Taxation and Law. Having good knowledge about plastic industries for over 30 years. Name of the Companies in which also holds directorship. 1) M/s. Fiberweb (India) Ltd 2) M/s Kunststoffe Industries Limited 3) M/s. Star Developers P. Ltd. and 4) M/s. Parijat Pvt. Ltd. Name of companies in which he holds Membership/chairmanship: Chairman of Fiberweb (India) Ltd. He is spouse of Mrs. Soniya P. Sheth and father of Mr. Bhavesh P. Sheth. He holds membership in Audit committee and Stakeholders Relationship Committee in Kunststoffe Industries Limited.
Mr. Bhavesh P. Sheth (N.R.I.) Age: 61 years, Qualification: C.A. Nature of expertise: Financial Systems & other Software Development and implementation experience, Business development, an organization strategy experience, Business process, Re-engineering, Management consulting and project management. Name of the Companies in which he also holds Directorship: 1) Fiberweb (India) Limited. Name of the Companies in which he also holds Membership/Chairmanship: None. He is son of Chairman & Director Mr. Pravin V. Sheth.
Mrs. Soniya P. Sheth Age: 40 years, Qualification: M. A., Nature of Expertise: She is Interior Decorator, Investment consultant & Dynamic professional also having good marketing experience. Name of Company in which she holds Directorship: 1) Fiberweb (India) Limited 2) Kunststoffe Industries Ltd. 3) Stallion Breweries Ltd. 4) Parijat Pvt. Ltd. 5) Star Developers Pvt. Ltd. 6) Gayatri Pipes & Fittings Private Limited. She is spouse of Chairman & Director Mr. Pravin V. Sheth. She is Managing Director in Kunststoffe Industries Limited. She holds membership in Audit committee and Stakeholders Relationship Committee in Fiberweb (India) Limited
FIBERWEB (INDIA) LIMITED
48
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Mr. Vinod Kumar Beswal, Age: 70 years; Qualification: Chartered Accountant. He has over four decades of rich and varied experience in Tax and Financial Matters. Mr. Vinod Beswal holds independent directorship in two companies viz. 1) Fiberweb (India) Limited 2) Pudumjee Paper Products Ltd He also holds directorship in Kunal Consultancy Private Limited and Jalaram Mercantiles Private Limited. He holds Chairmanship of Audit Committee of Pudumjee Paper Products Limited.
Mr. Chidambar A. Rege Age: 60 years. Qualification: Engineering & Management. Nature of expertise: Engineering & Plastics with the Management & Business working experience as professional with leading industries in plastics at higher management level. Mainly expertise in global Marketing with knowledge of financial field. Name of the Companies in which he holds Directorship: 1) Fiberweb (India) Limited 2) Star Developers Private Limited 3) AM Entertainment And Broadcasting Private Limited 4) AM Globalhub Pvt Ltd 5) AM Realty Private Limited and 6) AM Hygiene (International) Private Limited. Name of the companies in which he also holds Membership/ Chairmanship: Member of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of Fiberweb (India) Ltd.
Mr. Sorabh M. Gupta Age: 57 years. Qualification: Bachelor in Science from Allahabad University. He has studied Political Science at Institute of Advance Studies, Meerut. He has also studied M.Phil in Public Administration from Institute of Advance Studies, Meerut. He has experience in Financial Market and Investment Banking. Name of companies in which he holds Directorship: 1) Fiberweb (India) Ltd 2)ARG Management Solutions Private Limited and 3) Trans Constructions & Consultancy Private Limited. Name of companies in which he holds Membership/ Chairmanship: Chairman of stakeholder relations Committee and Audit Committee of Fiberweb (India) Ltd.
Mr. Rajesh U Shukla Age: 61 years. Qualification: B.Com. Graduation. He is having vast experience in Trading and Marketing. Name of companies in which he holds Directorship: 1)Fiberweb (India) Limited. Name of companies in which he holds Membership/Chairmanship: None.
Mr. Dhrupal B Shah Age: 41 years. Qualification: B.E (CIVIL) - Nirma Institute, Ahmedabad; M TECH - CEPT University, Ahmedabad. He is a proprietor of Milestone Construction Company. He looks after technical and civil work and has a reasonable knowledge and experience in Accounting and Financial Matters. Name of companies in which he holds Directorship: 1) Fiberweb (India) Limited. Name of companies in which he holds Membership/ Chairmanship: None.
Mr. Mithilesh Dubey Age: 39 years. Qualification: B.A. in German (Hons.). He is expertise in Educational Training, Finance and Management. Name of companies in which he holds Directorship:1) Fiberweb (India) Limited 2) IPromise Training & Placement Private Limited and 3) V2gether International Language Academy Private Limited. Name of companies in which he holds Membership/Chairmanship: None
Meeting of Independent Directors:
During the year under review, the Independent Directors met on 10th February, 2025 inter alia to discuss:
-
Overall operations
-
Business Strategy
-
Medium/Long-term plans including diversification plans
-
Overall performance of the Senior Management and their succession plan
-
Performance of non-independent Directors and the Board as a whole;
-
Performance of the Chairperson of the company, taking into account the views of executive Directors and nonexecutive Directors;
ANNUAL REPORT 2024-25
49
- 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.
Pursuant to the requirements of the Listing Regulations and Schedule IV of the Companies Act, 2013 on Code of Conduct of the Independent Directors, the Independent Directors had reviewed and evaluated the performance of Non-Independent Directors and the Board as a whole and the same was found satisfactory. Further, pursuant to the Companies (Appointment and Qualification of Directors), Rules, 2014 as amended, the Independent Directors have also furnished a declaration to the effect that they have included their names in the Database maintained by the Indian Institute of Corporate Affairs.
Skills/Expertise/Competence of the Board of Directors:
The list of core skills / expertise / competencies identified by the Board of Directors required in the context of the Company’s business for it to function effectively and those available with the Individual Board members are as under:
under: |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Core skills / expertise /competencies |
Pravin Sheth |
Bhavesh Sheth |
Soniya Sheth |
Vinod Kumar Beswal |
Rajesh Shukla |
Sorabh Gupta |
Chidamber Rege |
Dhrupal Shah |
Mithilesh Dubey |
| Industry knowledge / experience |
|||||||||
| Experience of business and the Market dynamics |
Y | Y | Y | Y | Y | - | - | - | - |
| Awareness of the applicable laws |
Y | Y | Y | Y | Y | Y | Y | Y | Y |
| International experience in managingbusinesses |
Y | Y | - | - | - | - | - | - | - |
| Experience in managing risks associated with the business |
Y | Y | - | Y | Y | Y | Y | - | - |
| Governance Skills: | |||||||||
| Practical experience in best practices pertaining to transparency, accountability and corporategovernance |
Y | Y | Y | Y | Y | Y | Y | Y | Y |
| Technical skills/ expertise: |
|||||||||
| Specialized knowledge in an area or subject such as accounts, fnance, auditing, marketing, construction, legal, strategy, engineering, etc |
Y | Y | Y | Y | Y | Y | Y | Y | Y |
Secretarial Standards:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company. Also SS-3 “Dividend” will be followed by the Company as and when applicable.
FIBERWEB (INDIA) LIMITED
50
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Directors’ interest in the company:
Sometimes, the Company does enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Company’s business without giving any specific weightage to them. Directors regularly make full disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.
Inter-se relationships among Directors:
Mrs. Soniya P. Sheth is spouse of Mr. Pravin V. Sheth and Mr. Bhavesh P. Sheth is son of Mr. Pravin V. Sheth. Mrs. Soniya P. Sheth is step mother of Mr. Bhavesh P. Sheth. Except for these, there are no inter-se relationships among the Directors.
COMMITTEE MEETING:
1. Audit Committee
BROAD TERMS OF REFERENCE:
The terms of reference of the Audit Committee are in order to cover the matters specified under revised Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. This Committee has powers and roles comprising of Financial Reporting and disclosure, recommendation of appointment/ removal of Auditors, reviewing of company’s results, evaluation of Independent Directors performances and all such other terms of reference as enumerated on the company’s website at www.fiberwebindia.com.
COMPOSITION:
The Audit Committee comprises of three Directors, out of three, 2 are non-executive and Independent Directors, 1 is non-executive and non-Independent Director. All these Directors possess knowledge by corporate finance, accounts and company law.
During the financial year 2024-2025, Four Audit Committee Meetings were held on 20/05/2024, 10/08/2024, 04/11/2024 and 08/02/2025. The Composition of Audit Committee and attendance of each Committee member as on 31/03/2025 is as under:
member as on 31/03/2025 is as under: |
|||
|---|---|---|---|
| Name of the Audit Committee Member | Designation | No. of Committee Meetings held |
No. of Committee Meetings attended |
| Mr Sorabh Gupta Non-Executive & Independent Director |
Chairman | 4 | 4 |
| Mr. Chidambar A. Rege Non-Executive & Independent Director |
Member | 4 | 4 |
| Ms. Soniya P. Sheth Non-Executive & Non-Independent Director |
Member | 4 | 4 |
At the invitation of the Company, Director, Statutory Auditor, Internal Auditor, Accounts Manager and Chief Financial Officer also attended the meeting to answer and clarify queries raised at the Committee meetings.
The Company Secretary of the Company acts as the Secretary to the Committee.
ANNUAL REPORT 2024-25
51
The Chairman of Audit committee was present at 39th Annual General Meeting of the Company held on 27th September, 2024.
The board of directors at their meeting held on 29.05.2025 has reconstituted the committee with immediate effect viz. Mr. Sorabh Gupta (Chairman) Mr. Dhrupal Shah (Member) and Mr. Rajesh Shukla (Member).
M/s. A.V. Jobanputra & Co, Chartered Accountant are Internal Auditors of the company who conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.
The Audit Committee also receives the report on compliance under the SEBI (Code of Conduct for Prohibition of Insider Trading) Regulations, 2015. Further, Compliance Reports under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Whistle Blower Policy are also placed before the Committee.
Terms of Reference of Audit Committee inter alia include the following:
-
(1) Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible
-
(2) Recommendation for appointment, remuneration and terms of appointment of statutory auditors of the Company
-
(3) Approval of payment to statutory auditors, including cost auditors, for any other services rendered by them
-
(4) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
-
(a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
-
(b) Changes, if any, in accounting policies and practices and reasons for the same;
-
(c) Major accounting entries involving estimates based on the exercise of judgment by management
-
(d) Significant adjustments made in the financial statements arising out of audit findings;
-
(e) Compliance with listing and other legal requirements relating to financial statements
-
(f) Disclosure of any related party transactions; and
-
(g) Qualifications/ Modified opinion(s) in the draft audit report;
-
(5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
-
(6) Monitoring and reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, and so on), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter
-
(7) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
FIBERWEB (INDIA) LIMITED
52
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(8) Approval or any subsequent modification of transactions of the Company with related parties (9) Scrutiny of inter-corporate loans and investments (10) Valuation of undertakings or assets of the Company, wherever it is necessary (11) Evaluation of internal financial controls and risk management systems (12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; (13) Reviewing with the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; (14) Discussion with internal auditors of any significant findings and follow-up thereon; (15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; (16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern (17) To look into the reasons for substantial defaults, if any, in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; (18) To review the functioning of the whistle blower mechanism; (19) Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate; (20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. B. The audit committee shall mandatorily review the following information: (1) The Management Discussion and Analysis of financial condition and results of operations (2) Statement of significant related party transactions (as defined by the audit committee), submitted by management; (3) Management letters / letters of internal control weaknesses issued by the statutory auditors (4) Internal audit reports relating to internal control weaknesses; and (5) Reviewing the appointment, removal and terms of remuneration of the Internal auditor. 2. Stakeholders Relationship/Grievance Committee of Directors: In terms of the requirements under the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder and Regulation 20 read along with Paragraph B of part D of Schedule II of the SEBI (LODR) Regulations, 2015, the Board of Directors of the Company had re-constituted “Stakeholders Relationship/ Grievance Committee” in place of erstwhile “Shareholders’ / Investors’ Grievances and Share Transfer Committee”, under the Chairmanship of Non-Executive Director to monitor and review investor’ grievances including complaint related to transfer of shares, non-receipt of Financial Statements, non-receipt of declared
ANNUAL REPORT 2024-25
53
Dividends, to approve share transfer / transmission / transposition of shares / consolidation of folios and to approve issue of duplicate / fresh share certificates on account of requests for duplicate / split / consolidation.
The Board has constituted Stakeholders Relationship / Grievance Committee. As on 31st March, 2025, the committee comprises of non-executive directors of which Mr. Sorabh Gupta is the Chairman and the members of the Committee are Mr. Chidamabar A. Rege and Mrs. Soniya P. Sheth.
Details of Investor Complaints received and redressed during the year 2024-2025 are as follows:
| Opening balance | Received during theyear | Resolved during theyear | Closing Balance |
|---|---|---|---|
| 0 | 0 | 0 | 0 |
The Committee consists of three Directors and the attendance of each committee member is as under:
| Name of the Committee Member | Designation | No. of Meeting held |
No. of Meeting attended |
|---|---|---|---|
| Mr. Sorabh Gupta Non-Executive & Independent Director |
Chairman | 4 | 4 |
| Mr. Chidamber. A. Rege Non-Executive &Independent Director |
Member | 4 | 4 |
| Mrs. Soniya P. Sheth Non-Executive& Non-Independent Director |
Member | 4 | 4 |
The Stakeholders Relationship Committee ensures the grievances of security holders are resolved in a timely and efficient manner.
The terms of reference of the Stakeholder’s Relationship Committee are in conformity with the requirements of SEBI Listing Regulations and the Act.
Nomination and Remuneration Committee of Directors:
The Committee's constitution and terms of reference are in compliance with provisions of section 178 of the Companies Act, 2013, Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
This Committee has powers to recommend / approve remuneration, Identification of Persons who are qualified to become director, recommend to the board their appointment and removal, approve remuneration of Non-Executive Directors and all such and terms of reference as enumerated on the company’s website at . www.fiberwebindia.com
The Composition & Attendance of Nomination and Remuneration Committee as on 31st March, 2025 areas follows:
follows: |
|||
|---|---|---|---|
| Name of the Committee Member | Designation | No. of Meeting held |
No. of Meeting attended |
| Mr. Sorabh Gupta Non-Executive & Independent Director |
Chairman | 3 | 3 |
| Mr. Chidamber. A. Rege Non-Executive &Independent Director |
Member | 3 | 3 |
| Mrs. Soniya P. Sheth Non-Executive& Non-Independent Director |
Member | 3 | 3 |
The Nomination and Remuneration Committee met three times in a year. The dates of the meeting are: 20/05/2024, 10/08/2024 and 04/11/2024.
FIBERWEB (INDIA) LIMITED
54
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The board of directors at their meeting held on 29.05.2025 has reconstituted the committee with immediate effect viz. Mr. Sorabh Gupta (Chairman) Mr. Dhrupal Shah (Member) and Mr. Rajesh Shukla (Member).
TTerms of Reference of Nomination and Remuneration Committee inter alia include the following:
-
(1) To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of directors policy relating to, the remuneration for the Directors, Key Managerial Personnel and other employees;
-
(2) To formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors;
-
(3) To devise a policy on diversity of Board of Directors;
-
(4) To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.
-
(5) To consider extension or continuation of term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
In view of the amended provisions of Section 178 of the Companies Act, 2013, the performance of Board, its committees and each Director (excluding the director being evaluated) has been evaluated by the Board on the basis of engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders etc.
Remuneration Policy for Key Managerial Personnel and other Employees of the Company:
The Company's Remuneration Policy for Key Managerial Personnel and other employees is driven by the success and the performance of the Company and the individual & industry benchmarks and is decided by the Nomination and Remuneration Committee. Through its compensation program, the Company endeavors to attract, retain, develop and motivate a high-performance workforce. The Company follows a mix of fixed/ variable pay, benefits and performance related pay.
Performance Evaluation Criteria of Independent 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 result of the evaluation is satisfactory and adequate and meets the requirement of the Company.
Remuneration Policy and Details of Remuneration paid:
Executive Directors:
Details of remuneration paid / payable to the Directors for the year ended on 31st March, 2025 (from 01/04/2024 to 31/03/2025) is as follows:
| Name | Position held During the year Allowances |
Salary & Remuneration/ commission |
Perquisites | Total |
|---|---|---|---|---|
| Mr. Rajesh Umashankar Shukla |
Executive Director & CEO |
4,87,000 p.a.|43,200 |
`5,30,200 |
There is no performance linked incentives, stock option and pension. The employment is on contractual basis and subject to termination by either party giving to other party three months’ notice.
Non-executive & Independent Directors:
Non-Executive Directors have been paid remuneration by way of sitting fees only during the year for attending the Board Meetings. However they have been given sitting fees @ ` 5000/- per meeting for only Board meeting attendance. No Sitting fees for Committee Meetings.
ANNUAL REPORT 2024-25
55
Corporate Social Responsibility Committee:
The Board has constituted Corporate Social Responsibility Committee of Directors. All the members of Corporate Social Responsibility Committee have good knowledge and exposure to utilize the company’s resources towards its corporate social responsibility. The Role of the Committee is to formulate and recommend to the Board, a corporate social responsibility policy, recommend the amount of expenditure to be incurred on CSR Projects and Programmes and monitor them.
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 Annual Report on CSR activities of the Company is provided in Annexure II and is attached to the Director’s Report.
During the financial year 2024-2025 four Corporate Social Responsibility Committee Meetings were held on 20/05/2024, 10/08/2024, 04/11/2024 and 08/02/2025.
The Composition of Corporate Social Responsibility Committee and attendance of each Committee member is as under:
The Committee consists of three Directors and the attendance of each committee member is as under:
| Name of the Committee Member | Designation | No. of Meeting held |
No. of Meeting attended |
|---|---|---|---|
| Mr. Chidamabar A. Rege Non-Executive & Independent Director |
Chairman | 4 | 4 |
| Mr. Sorabh Gupta Non-Executive &Independent Director |
Member | 4 | 4 |
| Ms. Soniya P. Sheth Non-Executive & Non-Independent Director |
Member | 4 | 4 |
The board of directors at their meeting held on 29.05.2025 has reconstituted the committee with immediate effect viz. Mr. Sorabh Gupta (Chairman) Mr. Dhrupal Shah (Member) and Mr. Rajesh Shukla (Member).
The Company has complied with the necessary requirements under the Companies Act, 2013 in this regard.
The terms of reference of the CSR Committee broadly comprises:
-
To review the Company’s existing CSR Policy and to supervise and monitor the activities undertaken by the Company as specified in CSR Policy and Schedule VII of the Companies Act, 2013.
-
To provide guidance on various CSR activities undertaken by the Company.
The web-link to our CSR Policy and the initiatives undertaken by your Company during FY24-25 in CSR have been detailed in this Report. Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure II to this Report.
Sexual Harassment Committee:
- (a) Constitution
The Board has constituted the Sexual Harassment Committee.
(b) Composition
The Sexual Harassment Committee was comprised of following 1 Directors of the company and 2 independent person. Mrs. Soniya P. Sheth, Non-executive Non-Independent Director, Mr. Gopalan Ravindran and Ms. Dhwani P. Sheth, Members.
FIBERWEB (INDIA) LIMITED
56
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- (c) Power of Sexual Harassment Committee:
The committee is authorized to exercise all powers for compliance of the sexual harassment for women at work place (prevention), prohibition and redressal) Act 2013.
During the financial year 2024-2025 four Sexual Harassment Committee Meetings were held on 20/05/2024, 10/08/2024, 04/11/2024 and 08/02/2025 . The Composition of Sexual Harassment Committee and attendance of each Committee member is as under: -
The attendance of Sexual Harassment Committee is as under:
| Name of the Director | Designation | No. of Committee Meetings held |
No. of Committee Meetings attended |
|---|---|---|---|
| Mrs. Soniya P. Sheth Non-Executive& Non-Independent Director |
Chairman | 4 | 4 |
| Mr. Gopalan Ravindran Member |
Member | 4 | 4 |
| Ms. Dhwani P. Sheth Member |
Member | 4 | 4 |
GENERAL BODY MEETINGS:
Annual General Meeting
The details of Annual General Meetings held during last three years are as follows:-
| AGM | Day | Date | Time | Venue |
|---|---|---|---|---|
| 37th | Friday | 23/09/2022 | 9.00 a.m. | Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman(U.T.)396 210 |
| 38th | Thursday | 28/09/2023 | 9.00 a.m. | Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman(U.T.)396 210 |
| 39th | Friday | 27/09/2024 | 9.00 a.m. | Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman(U.T.)396 210 |
The number and particulars of Special Resolutions which were passed in the last three Annual General Meetings are as follows:
| 23/09/2022 | 1. Continuation of Mr. Pravin V. Sheth as a Non-Executive Non Independent Director. 2. Continuation of Mr. Gopalji M. Rana as an Independent Director. 3. Appointment of Mr Vinod Kumar Beswal as a Non-Executive and Independent Director. |
|---|---|
| 28/09/2023 | 1. Continuation of Mr. Pravin V. Sheth as a Non-Executive Non Independent Director. 2. Appointment of Mr Dhrupal Shah as a Non-Executive and Independent Director. 3. Appointment of Mr Mithilesh Dubeyas a Non-Executive and Independent Director. |
| 27/09/2024 | 1. Continuation of Mr. Pravin V. Sheth as a Non-Executive Non Independent Director. |
Extra Ordinary General Meeting:
No Extra Ordinary General Meeting of the shareholders was held during the financial year ended March 31, 2025.
Postal Ballot Notice:
No Postal Ballot Notice was issued to the Shareholders of the company.
ANNUAL REPORT 2024-25
57
Means of Communication:
-
The quarterly and annual Financial Results for the Company and consolidated Financial Results are published in newspapers within 48 hours of the Board Meeting, generally in Free Press Journal ,Savera India Times, Daman and Nav Shakti and the same are also posted on the Company’s website immediately.
-
Price-sensitive information, quarterly and annual Financial Results, Shareholding Pattern and matters that are material to shareholders are disclosed to the Stock Exchanges through NSE Electronic Application Processing System (NEAPS) and BSE Listing Centre, for dissemination on their respective websites. The same is also published on the Company’s website.
-
Your Company has also complied with the SEBI Circulars dated December 27, 2023, November 03, 2021, December 14, 2021 and March 16, 2023 and has introduced common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination and forms for the same can be downloaded from the Company’s corporate website at https://fiberwebindia.com/.
General Shareholders Information
Annual General Meeting:
Date and time: 25th September, 2025 at 09.00 a.m. (IST)
Venue: Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) 396 210
For details, please refer to the Notice of this AGM. As required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard 2 on General Meetings, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the Notice of this AGM.
| Listing on Stock Exchanges | : | BSE Ltd, Mumbai | ||
|---|---|---|---|---|
| National Stock Exchange of India Limited | ||||
| Listing Fees | : | Paid for all above Stock Exchanges as | per | |
| Listing Regulations | ||||
| Demat Arrangement | : | With NSDL and CDSL | ||
| ISIN No. | : | INE 296C01020 | ||
| Stock Code | : | Bombay Stock Exchange | : | 507910 |
| National Stock Exchange of India Ltd | : | FIBERWEB | ||
| Registered Ofce | : | Air Port Road, Kadaiya, | ||
| (Address for correspondence) | Nani Daman, Daman (U.T.) 396 210. | |||
| Tel No. 0260- 2221458 | ||||
| Fax No. 0260-2220758 | ||||
| Company’s E-Mail ID | : | [email protected] | ||
| Company’s Website | : | www.fberwebindia.com | ||
| WORKS (Plant Location) | : | Plot No. 92/93B, 100’ Coastal Highway, Nani | ||
| Daman, Daman (U.T.) 396 210. |
FIBERWEB (INDIA) LIMITED
58
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Registrar & Share Transfer Agents
: MUFG Intime India Private Limited., C 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083 Tel No.022- 49186270 / 49186000 E-mail ID: [email protected]
Share Transfer System
The power to approve the transfer of securities has been delegated by the Board to the Share Transfer Agents. Share transfer requests are processed within fifteen (15) days from the date of receipt.
Compliance Officer : Ms. Krutika Shah (Gada) Company Secretary& Compliance Officer
Stock Market Data:
High and Low prices & Trading Volumes at BSE and National Stock Exchange of India Limited
| BSE | BSE | BSE | NSE | NSE |
|---|---|---|---|---|
| Month | High (**)**|**Low(**) |
High (**)**|**Low(**) |
||
| April 2024 | 41.09 | 30.16 | 41.50 | 30.95 |
| May2024 | 43.85 | 32.95 | 43.90 | 32.90 |
| June 2024 | 48.94 | 35.34 | 48.88 | 35.10 |
| July2024 | 64.24 | 38.50 | 64.26 | 40.51 |
| August 2024 | 66.24 | 47.20 | 66.60 | 46.60 |
| September 2024 | 51.20 | 40.70 | 50.99 | 40.36 |
| October 2024 | 46.60 | 36.46 | 46.00 | 37.40 |
| November 2024 | 57.87 | 42.88 | 58.00 | 43.11 |
| December 2024 | 65.97 | 55.00 | 65.99 | 55.38 |
| January2025 | 63.50 | 43.79 | 63.70 | 43.92 |
| February2025 | 51.40 | 40.34 | 49.39 | 40.02 |
| March 2025 | 46.85 | 36.05 | 45.00 | 37.93 |
Source: www.bseindia.com and www.nseindia.com
Distribution of Shareholding as on 31st March, 2025:
| Category of Shareholder | Number of Shareholders |
Percentage of (A+B+C) |
Total Number of shares held |
|---|---|---|---|
| (A) Shareholding of Promoters & Promoter Group (1) Indian (2)Foreign |
5 0 |
46.33 0.00 |
13339261 0 |
| Total shareholding of Promoter & Promoter Group | 5 | 46.33 | 13339261 |
| (B) Public Shareholding (1) Institutions (2)Non - Institutions. |
15 23597 |
0.19 53.46 |
61831 15390618 |
| Total Public Shareholding | 23612 | 53.65 | 15452449 |
| (C) Shares held by custodians | 0 | 0 | 0 |
| Total(A)+(B)+(C) | 23617 | 100.00 | 28791710 |
ANNUAL REPORT 2024-25
59
Shareholding Pattern by size as on 31st March, 2025:
| No. of Equity Shares | Shareholders | Shareholders | No. of Shares | No. of Shares |
|---|---|---|---|---|
| Number | % of holders | Number | % of shares | |
| 1 -500 | 20013 | 83.3354 | 2571218 | 8.9304 |
| 501-1000 | 1991 | 8.2907 | 1566834 | 5.4420 |
| 1001-2000 | 1031 | 4.2932 | 1558682 | 5.4136 |
| 2001-3000 | 323 | 1.3450 | 822717 | 2.8575 |
| 3001-4000 | 143 | 0.5955 | 517072 | 1.7959 |
| 4001-5000 | 121 | 0.5039 | 571285 | 1.9842 |
| 5001-10000 | 219 | 0.9119 | 1593937 | 5.5361 |
| 10001- and above | 174 | 0.7245 | 19589968 | 68.0403 |
| Total | 24015 | 100.00 | 28791710 | 100.00 |
Dematerialization of equity shares:
The shares of the Company have been brought under compulsory demat mode with effect from 30th October, 2000. As on 31st March, 2025, about 96.13% shareholding representing 2,76,77,736 Equity Shares of the Company have been converted into demat form. The Company has executed agreements with both the depositories namely NSDL and CDSL for demat of its shares.
Outstanding GDRs/ADRs/Warrants or any convertible instruments:
The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments.
Foreign Exchange Risk & Hedging activities:
It is the policy of the Company to cover its foreign currency exposure for imports to avoid currency exchange fluctuation.
Name, designation, and address of the Compliance Officer:
Ms. Krutika Shah (Gada) Company Secretary & Compliance Officer Address – Kiran Building, 128, Bhaudaji Road, Matunga (East), Mumbai -400019 Contact No – 022 4082689 Email ID – [email protected]
Disclosures
The Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations.
Details of non-compliance by the Company, penalties, structures imposed on the Company by the Stock Exchange or SEBI or any other statutory authority on any matter related to capital markets, during the last three years:
There were no non-compliance or penalties levied by Stock Exchange or SEBI during the year.
As on 31st March, 2025, there are no instances of non-compliances by the Company on any matter related to capital market and no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any Statutory Authority for non-compliance by the Company.
FIBERWEB (INDIA) LIMITED
60
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Related Party Transactions:
The company has adequate policy and procedures to identify and monitor related party transactions including material related party transactions. All transactions entered into with related parties during the financial year were in the ordinary course of business and on arm’s length pricing basis.
The transactions during the financial year 2024-2025, with the related parties have been done in accordance with the provisions as laid down under the Act and SEBI Listing Regulations, 2015. The necessary approvals from the Audit Committee, Board of Directors & Shareholders were obtained, wherever required.
Policy on Related Party Transactions:
In terms of Section 188 of the Companies Act, 2013 read with the Regulation 23 of listing regulations, the Company had formulated a policy on materiality of Related Party Transactions and on dealing with Related Party Transactions. During the year under review, the said Policy was amended to reflect the latest amendments in the Companies Act, 2013 and the rules made thereunder.
The Policy is intended to ensure that there is proper approval and reporting of transactions between the Company and its related parties. The Policy, after carrying out the necessary modifications in line with the amendments made from time to time, is placed on the website of the Company www.fiberwebindia.com.
Policy on Board Diversity:
This Policy aims to set out the approach to achieving diversity for the Board of Directors of the Company.
The Company believes that benefits of a professional board that possesses a balance of skills, experience, expertise will enhance the decision-making power of the Board which in turn will benefit the stakeholders of the Company.
Certificate from a Practicing Company Secretary on non-disqualification of Directors:
The Company has obtained a Certificate dated 17th May, 2025 from Mr. Ritesh Sharma, Company Secretaries, Mumbai to the effect that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry of Corporate Affairs or any such statutory authority.
DISCRETIONARY DISCLOSURES:
The status of compliance with non-mandatory recommendations of the Listing Regulations:
Shareholders Rights:
As the quarterly and half yearly, financial results are published in the newspapers and are also posted on the Company’s website, the same are not being sent separately to the shareholders.
Audit Qualification:
The Company’s financial statements for the 24-25 do not contain any audit qualification.
Separate posts of Chairman and Chief Executive Officer:
There is no separate post of Chairperson and Managing Director. Presently, Mr. Pravin V. Sheth is the Chairman and Mr. Rajesh Umashankar Shukla is the CEO and Executive Director of the Company. No person is appointed as Managing Director.
ANNUAL REPORT 2024-25
61
Reporting of Internal Auditors:
Reports of Internal Auditors are placed before the Audit Committee for its review.
Management Discussion and Analysis:
Management Discussion and Analysis forms a part of this Annual Report.
Declaration of Compliance with the Code of Conduct /Ethics:
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a Code of Conduct for prohibition and prevention of Insider Trading for its designated employees. The code lays down Guidelines and procedures to be followed and disclosures to be made while dealing with equity shares of the Company.
All the Directors and Senior Management have affirmed compliance with the Code of Conduct/Ethics as approved and adopted by the Board of Directors.
ANNEXURE TO CORPORATE GOVERNANCE REPORT
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:
This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors and Independent Directors. These Codes are available on the Company’s website.
I confirm that the Company has in respect of the year ended 31 March, 2025, received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.
Place: Mumbai Date: 14[th] August, 2025
Pravin V. Sheth Director DIN: 00138797
FIBERWEB (INDIA) LIMITED
62
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COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of
Fiberweb (India) Limited
-
We have examined the Corporate Governance report of Fiberweb (India) Limited for the year ended 31st March, 2025 with the relevant records and documents maintained & furnished to us by the Company and as approved by the Board of Directors as stipulated in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
-
The Compliance of conditions on Corporate Governance is the responsibility of the management. Our examination was limited to review of procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
-
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
-
On the basis of our review and according to information and explanations provided to us, we certify that the Company has complied with the mandatory conditions of Corporate Governance, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
For M/s. Ritesh Sharma & Associates
Date: 14th August, 2025 Place: Mumbai
Mr. Ritesh Sharma Practising Company Secretary M. No. A55260 COP No.: 20742 UDIN: A055260G001016495
ANNUAL REPORT 2024-25
63
ANNEXURE
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT REGULATION 34(3) READ WITHSCHEDULE V (D) OF THE SEBI (LODR), 2015
We, directors of the company, hereby declare that pursuant to Schedule V (D) read with Regulation 34(3) of the Listing Regulations, all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended March 31, 2025.
For and on behalf of the Board of Directors Fiberweb (India) Limited
Soniya P. Sheth Pravin V. Sheth Director Director DIN: 02658794 DIN: 00138797
FIBERWEB (INDIA) LIMITED
64
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-
ANNUAL SECRETARIAL COMPLIANCE REPORT
-
(Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) OF
-
FIBERWEB INDIA LIMITED
-
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2025
-
I, Ritesh Sharma, Proprietor of M/s Ritesh Sharma & Associates, Practising Company Secretaries, have examined: (a) all the documents and records made available to us and explanation provided by Fiberweb (India) Limited ["the listed entity"] ,
-
(b) the filings/ submissions made by the listed entity to the stock exchanges, (c) website of the listed entity, (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March, 2025 ("Review Period") in respect of compliance with the provisions of :
-
i. the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
-
ii. the Securities Contracts (Regulation) Act, 1956 ["SCRA"], rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");
-
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:A. Securities and Exchange Board of India [Listing obligations and Disclosure Requirements) Regulations, 2015;
-
B. Securities and Exchange Board of India (lssue of Capital and Disclosure Requirements) Regulations, 2018; C. Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers) Regulations, 2017;
-
D. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable to the Company during the period under review
-
E. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity ) Regulations, 2021 – Not applicable to the Company during the period under review
-
F. Securities and Exchange Board of India (lssue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the Company during the period under review
-
G. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and circulars/ guidelines issued thereunder;
-
H. Securities and Exchange Board oflndia (Depositories and Participants) Regulations, 2018; I. Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
-
J. Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 [Not applicable during the Audit Period]
-
And based on the above examination, we hereby report that, during the Review Period: (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-
ANNUAL REPORT 2024-25
65
| Sr. No |
Compliance Requirement (Regulations/ circulars/ guidelines including specifc clause) |
Regulation Circular No. |
Deviations | Action Taken by |
Type of Action |
Details of Violation |
Fine Amount |
Observations/ Remarks of the Practicing Company Secretary |
Management Response |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | NA | NA | NA | NA | NA | NA | NA | NA | NA | NA |
- (b) The listed entity has taken the following actions to comply with the observations made in previous reports:(c)
Additional affirmations to be given by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)pursuant to BSE & NSE vide Notice no. 20230316-14 and Circular Reference No. NSE/CML/ 2023/21 dated March 16, 2023 are provided below:
| Sr. No |
Compliance Requirement (Regulations/ circulars/ guidelines including specifc clause) |
Regulation Circular No. |
Deviations | Action Taken by |
Type of Action |
Details of Violation |
Fine Amount |
Observations/ Remarks of the Practicing Company Secretary |
Management Response |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|
| 1 | - | - | - | - | - | - | - | - | - | - |
-
(c) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder in so far as it appears from our examination of those records.
-
(d) Additional affirmations to be given by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)pursuant to BSE & NSE vide Notice no. 20230316-14 and Circular Reference No. NSE/CML/ 2023/21 dated March 16, 2023 are provided below:
| Sr. No |
Particulars | Compliance Status (Yes/ No/ NA) |
Observation / Remarks by PCS |
|---|---|---|---|
| 1 | Secretarial Standard: The compliances of the Listed Entity are in accordance with the Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI), as notifed by the Central Government under Section 118(10) of the Companies Act, 2013 and mandatorily applicable |
Yes | The Listed Entity has duly complied with all the applicable secretarial standards under Companies Act, 2013 |
| 2 | Adoption and timely updation of the Policies: • All applicable policies under SEBI Regulations are adopted with the approval of Board of Directors of the Listed Entities. . |
Yes | The Listed Entity has updated applicable policies under SEBI Regulations and the same are in conformity with SEBI Regulations and has been reviewed. |
| • All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations / circulars / guidelines issued by SEBI. |
Yes |
FIBERWEB (INDIA) LIMITED
66
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Sr. Particulars Compliance Status (Yes/ Observation / Remarks by PCS
No No/ NA)
3 Maintenance and Disclosures on Yes The Listed Entity has maintained
Website: and disclose all the required
details on Website https:/www.
• The Listed Entity is maintaining a
functional website fiberwebindia.com/ as per
Regulation 46 of SEBI (LODR),
• Timely dissemination of the 2015.
documents/information under a
separate section on the website
• Web-links provided in annual
Corporate Governance reports
under Regulation 27(2) are accurate
and specific which redirects to the
relevant document(s) section of the
website.
4 Disqualifcation of Director: Yes None of the Director of the
Listed Entity are disqualified
None of the Director of the Company
are disqualified under Section - 164 of under Section 164 of Companies
Act, 2013.
Companies Act, 2013
5 To examine details related to Not Applicable The Listed Entity does not have
Subsidiaries of listed entities: any subsidiary company
(a) Identification of Material Subsidiary
Companies.
(b) Requirements with respect to
disclosure of material as well as
other subsidiaries.
6 Preservation of Documents: Yes The Listed Entity has maintained
proper records of all the documents
The Listed Entity is preserving and
as prescribed under SEBI
maintaining records as prescribed
Regulations
under SEBI Regulations and disposal
of records as per Policy of Preservation
of Documents and Archival policy
prescribed under SEBI LODR
Regulations, 2015.
7 Performance Evaluation: Yes The Listed Entity has duly
conducted performance evaluation
The Listed Entity has conducted
of the Board, Independent Directors
performance evaluation of the Board,
and the Committees at the start of
Independent Directors and the every financial year.
Committees at the start of every financial
year as prescribed in SEBI Regulations.
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ANNUAL REPORT 2024-25
67
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Sr. Particulars Compliance Status (Yes/ Observation / Remarks by PCS
No No/ NA)
8 Related Party Transactions: The Listed Entity has obtained
prior approval of Audit Committee
(a) The Listed Entity has obtained prior Yes
for all Related Party transactions
approval of Audit Committee for all
except as provided in clause (b).
Related Party Transactions.
(b) In case no prior approval obtained,
the listed entity shall provide detailed NA
reasons along with confirmation
whether the transactions were
subsequently approved/ ratified/
rejected by the Audit Committee.
9 Disclosure of events or information: Yes The Listed Entity has complied
with the requirement of Disclosure
The Listed Entity has provided all the
and Information under Regulation
required disclosure(s) under Regulation
30 of SEBI (LODR), 2015
- 30 along with Schedule III of SEBI
LODR Regulations, 2015 within the time
limits prescribed there under.
10 Prohibition of Insider Trading: Yes The Listed Entity has duly complied
with Regulation 3(5) & 3(6) SEBI
The Listed Entity is in compliance with
(Prohibition of Insider Trading)
Regulation - 3(5) & 3(6) SEBI (Prohibition
Regulations, 2015.
of Insider Trading) Regulations, 2015.
11 Actions taken by SEBI or Stock Yes The Company is not in receipt of any
Exchange(s), if any: Such notices from SEBI or Stock
Exchange (including under the
No Actions taken against the Listed
Standard Operating Procedures
Entity/ its Promoters/ Directors/
issued by SEBI Various through
Subsidiaries either by SEBI or by
Circulars) under SEBI Regulations
Stock Exchanges (including under the
and Circulars / Guidelines issued
Standard Operating Procedures issued
thereunder.
by SEBI through Various Circulars)
under SEBI Regulations and Circulars/
Guidelines issued thereunder.
12 Additional Non-Compliances, if any: NA There were no such transactions
during the review period
In case of resignation of statutory auditor
from the listed There were no entity or
any of its material subsidiaries during
the financial NA such transactions year,
the listed entity and/ or its material
subsidiary(ies) has during the review /
have complied with paragraph 6.1 and
6.2 of section V-D period. of chapter V of
the Master Circular on compliance with
the provisions of the LODR Regulations
by listed entities.
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FIBERWEB (INDIA) LIMITED
68
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| Sr. No |
Particulars | Compliance Status (Yes/ No/ NA) |
Compliance Status (Yes/ No/ NA) |
Observation / Remarks by PCS | Observation / Remarks by PCS |
|---|---|---|---|---|---|
| 13 | Structural Digital Database (SDD) Compliance If the Company is non-compliant with SDD requirement the Company needs to submit quarterly compliance certifcate certifed by Practicing Company Secretary till the time |
YES | The Company is SDD Compliant | ||
| 14 | Additional Non-Compliances, if any: No any Additional Non-Compliance observed for all SEBI Regulation/ Circular/Guidance Note etc. |
NA | NA | ||
| Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMDl/114/2019 dated 18th October, 2019: |
|||||
| Sr. No. |
Particulars | Compliance Status (Yes/No/ NA) |
Observations/ Remarks by PCS |
||
| 1 | 1. If the auditor has resigned within 45 days from the end of a quarter of a fnancial year, the auditor before such resignation, has issued the limited review/audit report for such quarter; or 2. If the auditor has resigned within 45 days from the end of a quarter of a fnancial year, the auditor before such resignation, has issued the limited review/audit report for such quarter as well as the next quarter; or 3. If the auditor has signed the limited review/audit report for the frst three quarters of a fnancial year, the auditor before such resignation, has issued the limited review/audit report for the last quarter of such fnancial year as well as the audit report for such fnancialyear |
Not Applicable | NIL | ||
| 2 1. a. |
Other conditions relating to resignation of statutory auditor |
Not Applicable | NIL | ||
| Reporting of concerns by Auditor with respect to the Listed Entity/its material subsidiary to the Audit Committee: |
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| In case of any concern with the management of the Listed Entity/ material subsidiary such as non- availability of information/non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the Listed entity and the Audit Committee shall receive such concern directly and immediately without specifcally waiting for the quarterlyAudit Committee meetings. |
Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMDl/114/2019 dated 18th October, 2019:
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| Sr. No. |
Particulars | Compliance Status (Yes/No/ NA) |
Observations/ Remarks by PCS |
|---|---|---|---|
| b. c. |
In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where proposed resignation is due to non-receipt of information/ explanation from the company, the auditor has informed the Audit Committee the details of information /Explanation sought and not provided by the management, as applicable. |
||
| The Audit Committee/Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor. |
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| 2. | Disclaimer in case of non-receipt of information: The Auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specifed by ICAI/NFRA, in case where the listed entity has not provided information as required bythe auditor. |
||
| 3 | The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specifed in Annexure A in SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019 |
Not Applicable | NIL |
-
(e) Assumptions & limitation of scope and review:
-
Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
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Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
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We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.
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This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management h as conducted the affairs of the listed entity.
Date: May 17, 2025 Place: Mumbai
For RITESH SHARMA & ASSOCIATES Practising Company Secretary Mr. Ritesh Sharma PROPRIETOR M. No. A55260 COP No.: 20742 UDIN: A055260G000339051
FIBERWEB (INDIA) LIMITED
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MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
TECHNICAL TEXTILE INDUSTRY
The global and domestic technical textile industry experienced significant momentum in FY 2024–25, driven by growing demand across sectors such as automotive, healthcare, infrastructure, agriculture, and defense. With increasing awareness of the superior performance and functional properties of technical textiles, the industry witnessed robust investments in innovation and product development. In India, government initiatives such as the Production Linked Incentive (PLI) Scheme, the National Technical Textiles Mission (NTTM), and PM-MITRA integrated textile parks provided further impetus to the sector, reinforcing India's emergence as a preferred manufacturing hub.
The technical textile industry in the United States continues to show steady growth, driven by rising demand across transportation, construction, defense, and healthcare sectors. In 2024, the U.S. technical textiles market was valued at approximately USD 34 billion, with projections indicating it will reach around USD 42.8 billion by 2030, reflecting a compound annual growth rate (CAGR) of 3.9%. Among the key technology segments, 3D knitting emerged as the largest contributor, while finishing treatments are witnessing the fastest growth due to increasing demand for functional and smart textiles. The transportation sector, particularly automotive and aerospace, remains the largest consumer, whereas the construction sector is expected to expand rapidly in the coming years. Despite a moderate decline in domestic production, imports have risen significantly, suggesting strong consumption trends and supply gaps that domestic players can potentially tap into. Government initiatives like the Berry Amendment, Advanced Functional Fabrics of America (AFFOA), and other textile innovation programs are further supporting research and development in high-performance, sustainable, and defensegrade textiles. As a result, the U.S. remains a key player in the global technical textile landscape, contributing approximately 16.5% of global market share in 2024.
Your Company continued to strengthen its market position during the year by aligning its operations with these industry trends. We registered a healthy revenue growth of approximately 15% over the previous year, backed by increasing demand in segments such as mobiltech (automotive textiles) and meditech (medical textiles). Our exports also saw a notable uptick as global clients diversified sourcing away from traditional markets like China and Bangladesh, providing us with new opportunities in the EU, Middle East, and Southeast Asia. Despite volatility in raw material prices, our focus on cost control and process optimization helped us maintain stable margins.
Risk management continued to be a key area of focus. The Company actively monitored supply chain vulnerabilities, regulatory changes, and environmental compliance risks. Diversification of raw material sources, continuous staff training, and adoption of ISO and industry-specific certifications helped mitigate these challenges. Climate-related disruptions such as unseasonal rains and localized flooding were addressed through contingency planning and investments in resilient infrastructure.
Looking ahead, we remain optimistic about the growth potential of the technical textile sector. The increasing adoption of high-performance textiles in defense, infrastructure, and medical applications, along with the rise of smart wearable textiles, presents numerous avenues for expansion. The Company plans to further enhance its product portfolio, strengthen its export network, and deepen its sustainability initiatives in FY 2025–26. We will also continue to explore opportunities for inorganic growth and technological partnerships to stay ahead in a rapidly evolving industry.
In conclusion, FY 2024–25 was a year of consolidation and strategic progress for the Company. By leveraging market opportunities, investing in innovation, and reinforcing operational excellence, we are well-positioned to deliver long-term value to all stakeholders in the coming years.
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INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has established a robust internal control system commensurate with the size, scale, and nature of its operations in the technical textile sector. These controls are designed to ensure the orderly and efficient conduct of business, safeguard assets, prevent and detect frauds and errors, ensure the accuracy and completeness of accounting records, and facilitate the timely preparation of reliable financial information. The internal control framework is supported by well-documented policies, Standard Operating Procedures (SOPs), and authority matrices which are reviewed and updated periodically in line with industry practices and regulatory requirements.
The Audit Committee of the Board reviews internal audit findings, monitors the implementation of corrective actions, and ensures that appropriate risk mitigation mechanisms are in place. The management also conducts periodic risk assessments to identify potential areas of operational or financial exposure and proactively addresses them.
Overall, the internal control systems in place are adequate and operating effectively, ensuring compliance with applicable laws and regulations and fostering a culture of transparency, accountability, and continuous improvement across the organization.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:
Highlights:
| Highlights: | ||
|---|---|---|
| 2024-2025 | 2023-2024 | |
| Standalone | Standalone | |
| Sales and other Receipts | 10299.04 | 8689.24 |
| Gross Proft /(Loss)before depreciation(EBIDTA) | 2174.73 | 1135.21 |
| Less: Depreciation | 480.99 | 399.11 |
| Proft from regular Activities | 1693.74 | 736.10 |
| Extra ordinaryitems(Net) | - | - |
| Proft/(Loss)before taxation | 1693.74 | 736.10 |
| Proft/(Loss)after taxation | 1500.45 | 726.96 |
| EarningPer Share | 5.21 | 2.52 |
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During this year the earning per share (Standalone) of the face value of shares 10.00 each has gone up from 2.52 to ` 5.21 (Basic as well as diluted), per share.
CAUTIONARY STATEMENT:
Statements in the Management Discussion and Analysis describing the Company’s objectives, expectations, estimates, projections, outlook, or predictions may be considered as "forward-looking statements" within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events and are subject to a number of risks and uncertainties, many of which are beyond the Company's control.
The actual results, performance, or achievements could differ materially from those expressed or implied in such forward-looking statements. Important factors that could influence the Company’s operations include, but are not limited to, economic conditions affecting demand/supply, price conditions in the domestic and international markets, changes in government regulations, tax laws, and other statutes, and force majeure events.
On behalf of the Board For Fiberweb (India) Limited
Place: Mumbai Date: 14th August, 2025
Pravin V. Sheth Director DIN: 00138797
Registered Office:
Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210. CIN: L25209DD1985PLC004694 E-mail: [email protected]
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INDEPENDENT AUDITOR’S REPORT
To the Members of Fiberweb (India) Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Fiberweb (India) Limited (‘the Company’), which comprise the standalone balance sheet as at 31 March 2025, the statement of profit and loss (including Other Comprehensive Income, if any), standalone statement of cash flow and standalone statement of changes in equity for the year then ended and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs of the Company as at 31 March 2025, and its profit, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters.
Information Other than the Financial Statements and Auditor’s Report thereon
The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash
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flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company’s Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
-
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. . Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors;
-
Conclude on the appropriateness of management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
ANNUAL REPORT 2024-25
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the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
-
As required by the Companies (Auditor’s Report) Order, 2020(‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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As required by section 143(3) of the Act, based on our audit we report that;
-
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
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b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
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c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this report are in agreement with the books of accounts;
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d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
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e) On the basis of the written representations received from the directors as on 31 March 2025 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of section 164(2) of the Act;
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f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
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g) With respect to the other matter to be included in the Auditors’ Report under section 197(16), as amended, in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 read with Schedule V of the Act.
-
h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
- i) The Company has disclosed the impact of pending litigation on its financial position as at 31 March 2025 - Refer note 34 to the standalone financial statements;
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ii) The Company has made provision as at 31 March 2025, as required under the applicable law or Ind AS, for material foreseeable losses, if any, to the standalone financial statements;
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iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025;
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iv) a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
-
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
-
• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
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b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:
-
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
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• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and
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c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rule, 2014 as provided under (a) and (b) above, contain any material misstatement; and
-
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v) The dividend, if any declared or paid during the year by the Company is in compliance with Section 123 of the Act, as applicable.
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vi) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account for the year ended 31st march, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all the relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1st April, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31st March, 2025.
For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm’s Registration No.: 138182W/W100760 Akshay Shah Partner Place:- Mumbai Membership No.: 155729 Date:- 29[th] May, 2025 UDIN: 25155729BMLEHY7506 Annexure A to the Independent Auditor’s Report
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{Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Fiberweb (India) Limited}
To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:
- i) In respect of the Company’s Property, Plant and Equipment :
a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment B. The Company does not have intangible assets hence reporting under clause 3(i)(a)(B) is not applicable. b) The Company has a program of physical verification of Property, Plant and Equipment, so as to cover all the assets once every three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, a portion of the Property, Plant and Equipment has been physically verified by the management during the year. According to the information and explanation given to us, no material discrepancies were noticed on such verification. c) According to the information and explanations given to us and based on the examination of the registered sale deed / transfer deed / conveyance deed / share certificate / other documents evidencing title, we report that the title deeds of all the immovable properties (other than properties where company is the lessee and the lease agreement are duly executed in favour of the lessee) as disclosed in the standalone financial statements, are held in the name of the Company under Property, Plant and Equipment as at the balance sheet date. d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued any of its Property, Plant and Equipment during the year. e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated during the year or are pending against the Company as at 31 March 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. ii) a) The inventory, except goods-in-transit and goods lying with third parties, has been physically verified by the management at reasonable intervals during the year. The coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and nature of its operation. No discrepancies of 10% or more in the aggregate for each class of inventories were b) noticed on such physical verification of inventories when compared with books of account. In respect of inventory lying with third parties at year end, these have substantially been confirmed by them. c) According to the information and explanation given to us and on the basis of our examination, the Company has not been sanctioned working capital limits in excess of ` 5 crores, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets. Accordingly, clause 3(ii)(b) of the Order is not applicable to the Company iii) According to information and explanations given to us the Company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company. iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act,
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2013 in respect of loans granted, investments made and guarantees and securities provided, as applicable.
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v) The Company has not accepted any deposit or amounts which are deemed to be deposits from the public as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules made thereunder and hence, reporting under clause 3(v) of the Order is not applicable.
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vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by Central Government for maintenance of cost records under Section 148 (1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether these are accurate or complete.
vii) In respect of statutory dues:
- (a) Undisputed statutory dues including provident fund, income tax, goods and service tax, sales tax, service tax, duty of customs, duty of excise, cess, professional tax and other material statutory dues, as applicable, the Company is generally been regularly deposited by it with the appropriate authorities.
There are no undisputed amounts payable in respect of provident fund, income tax, goods and service tax, sales tax, service tax, duty of customs, duty of excise, cess, professional tax and other material statutory dues in arrears as at 31 March 2025 for a period of more than six months from the date they became payable.
- (b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31st March, 2025 on account of any dispute are given below:
| Name of the statute | Nature of the dues |
Amounts (`in Lakhs) |
Period to which the amount relates |
Forum where the dispute ispending |
|---|---|---|---|---|
| Central Excise Act, 1944 |
Central Excise duty |
17.45 | August 2009 to March, 2015 |
The Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad |
| Income Tax Act, 1961 |
Income Tax | 21.63 | A.Y. 2022-23 | The Commissioner of Income Tax(Appeals) |
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viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.
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ix) (a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause 3(ix)(a) of the Order is not applicable.
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(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
-
(c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.
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(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.
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(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
-
(f) The Company has not raised any loans during the year and hence reporting on clause 3(ix)(f) of the
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Order is not applicable. x) (a) The Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and term loans during the year. Accordingly, the paragraph 3(x)(a) of the Order is not applicable to the Company. (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable. xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit. (b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report. (c) We have taken into consideration the whistle blower complaints received by the Company during the year (and upto the date of this report), while determining the nature, timing and extent of our audit procedures. xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable. xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with the provisions of Sections 177 and 188 of the Act, where applicable and the details of such related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standard. xiv) a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business. b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures. xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its Directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. xvi) a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Acordingly, paragraph 3 (xvi) (a) of the Order is not applicable to the Company. b) The company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934 and accordingly the claue 3(xvi)(b) is not applicable. c) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(c) of the Order is not applicable. d) According to the information and explanations provided to us during the course of audit, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.
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- xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
xviii) There has been no resignation of the statutory auditors of the Company during the year.
-
xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.
-
xx) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amounts for the year requiring a transfer to a fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of Section 135 of the Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.
For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm’s Registration No.: 138182W/W100760 Akshay Shah Partner Place:- Mumbai Membership No.: 155729 Date:- 29[th] May, 2025 UDIN: 25155729BMLEHY7506
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Annexure B to the Independent Auditors’ Report
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Fiberweb (India) Limited of even date)
Report on the internal financial controls over financial reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (‘the Act”)
We have audited the internal financial controls with reference to standalone financial statements of Fiberweb (India) Limited (“the Company”) as of 31 March 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit on Internal Financial Control over financial reporting (‘the Guidance Note’) issued by ICAI and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to standalone financial statements.
Meaning of Internal Financial Controls over Financial Reporting
A Company’s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding
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prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2025, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm’s Registration No.: 138182W/W100760
Place:- Mumbai Date:- 29[th] May, 2025
Akshay Shah Partner Membership No.: 155729 UDIN: 25155729BMLEHY7506
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83
STANDALONE BALANCE SHEET AS AT 31 MARCH 2025
| ₹ in lakhs, unless stated otherwise | ₹ in lakhs, unless stated otherwise | ||
|---|---|---|---|
| Particulars | Note No. |
As at 31 March, 2025 |
As at 31 March, 2024 |
| ASSETS Non-current assets Property, plant and equipment Capital-work-in progress Financial assets - Investments Other non-current assets Deferred tax asset (net) Total non-current assets Current assets Inventories Financial assets - Trade receivables - Cash and cash equivalent Current tax assets Other current assets Total current assets TOTAL ASSETS EQUITY AND LIABILITIES Equity Equity share capital Other equity Total Equity Non-Current liabilities Financial liabilities Borrowings Current liabilities Financial liabilities Trade payables to - Micro, Small and Medium Enterprises - Others Other fnancial liabilities Other current liabilities Total Liabilities TOTAL EQUITY AND LIABILITIES |
8 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 |
1,279,412,224 8,275,300 10,700 7,015,199 16,790,490 |
1,169,820,366 - 10,700 7,015,199 15,114,222 |
| 1,311,503,913 | 1,191,960,487 |
||
| 241,918,822 166,665,054 16,400,456 - 186,031,591 |
224,511,857 125,162,185 36,927,103 - 133,850,516 |
||
| 611,015,923 | 520,451,661 |
||
| 1,922,519,836 | 1,712,412,148 |
||
| 287,917,100 1,475,575,716 |
287,917,100 1,325,530,512 |
||
| 1,763,492,816 | 1,613,447,612 |
||
| 84,333,629 - 42,751,781 991,201 30,950,409 |
68,655,919 - 26,103,980 1,006,470 3,198,168 |
||
| 159,027,020 | 98,964,537 |
||
| 1,922,519,836 |
1,712,412,148 |
||
| The notes referred to above form an integral part of standalone fna | ncial statements |
As per our report of even date For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm Registration No: 138182W/W100760
For and on behalf of the Board of Directors of Fiberweb (India) Limited
Akshay K. Shah Pravin V. Sheth Rajesh Shukla Partner Chairman Emeritus & Director CEO & Executive Director Membership No.: 155729 DIN: 00138797 DIN:08690226 UDIN: 25155729BMLEHY7506 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 29 May 2025 Mumbai, 29 May 2025
Mumbai, 29 May 2025
FIBERWEB (INDIA) LIMITED
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STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2025
| ₹ in lakhs,unless stated otherwise | ₹ in lakhs,unless stated otherwise | ||
|---|---|---|---|
| Particulars | Note No. |
Year ended 31 March 2025 |
Year ended 31 March 2024 |
| INCOME Revenue from operations Other income Total income EXPENSES Cost of materials consumed Changes in inventories Employee benefts expenses Depreciation and amortisation expenses Finance cost Other expenses Total expenses Proft before extraordinary items Exceptional expenses Extraordinary expenses Proft before exceptional items and tax Exceptional Items Proft before extraordinary items and tax Extraordinary Items Proft before tax Less: Current tax MAT Credit Entitlement Deferred tax (credit) / charge Income Tax of Earlier Years Total comprehensive income Earnings per share (Face Value of ₹ 10/- Each) Basic earnings per share (Amount in ₹) Diluted earningsper share(Amount in ₹) |
23 24 25 26 27 8 28 29 32 |
1,012,943,762 16,960,516 |
859,966,000 8,958,356 |
| 1,029,904,278 552,520,488 (16,169,671) 41,264,413 48,098,630 7,145,013 227,671,875 |
868,924,356 473,121,152 (12,114,216) 44,894,267 39,911,049 10,164,913 239,337,048 |
||
| 860,530,748 | 795,314,214 | ||
| 169,373,531 - - 169,373,531 - 169,373,531 - 169,373,531 29,600,000 (8,589,929) (1,676,268) (5,289) |
73,610,142 - - 73,610,142 - 73,610,142 73,610,142 12,500,000 (12,286,073) 582,071 118,437 |
||
| 150,045,017 | 72,695,707 | ||
| 521,140 521,140 |
252,488 252,488 |
||
| The notes referred to above form an integralpart of standalone fnancial statements |
As per our report of even date For Akshay Kirtikumar & Associates LLP For and on behalf of the Board of Directors of Chartered Accountants Fiberweb (India) Limited Firm Registration No: 138182W/W100760
Akshay K. Shah Pravin V. Sheth Rajesh Shukla Partner Chairman Emeritus & Director CEO & Executive Director Membership No.: 155729 DIN: 00138797 DIN:08690226 UDIN: 25155729BMLEHY7506 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 29 May 2025 Mumbai, 29 May 2025
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STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2025
| ₹ in lakhs, unless stated otherwise | ₹ in lakhs, unless stated otherwise | |
|---|---|---|
| Particulars | Year ended 31 March 2025 |
Year ended 31 March 2024 |
| CASH FLOW FROM OPERATING ACTIVITIES Net proft after Tax Add: Non-cash items / items considered separately Depreciation and Amortisation Finance Cost Provision for Income-Tax & deferred tax Less: Non-cash items / items considered separately Net gain on foreign currency transactions and translation Interest Income Operating profts before working capital changes Changes In Working Capital (Decrease)/ Increase in Other current liabilities (Increase)/ Decrease in Inventories (Increase)/ Decrease in Other current assets (Decrease)/ Increase in Provisions (Decrease)/ Increase in Other current liabilities (Decrease)/ Increase in Other current liabilities (Decrease)/ Increase in Trade payables Net Income Tax (Paid) / Refund NET CASH FLOW FROM OPERATING ACTIVITIES CASH FLOW FROM INVESTING ACTIVITIES Interest Income Purchase of Fixed Assets less re-capitalisation from Capital WIP Advances given/realised Investment written of / non-current assets Amount spent on Capital WIP NET CASH FLOW USED IN INVESTING ACTIVITIES CASH FLOW FROM FINANCING ACTIVITIES Finance Cost Net (loss) / Gain on foreign currency transactions Proceeds from borrowings NET CASH FLOW FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash & Cash Equivalent at the beginning of the year Cash on Hand Bank Balance |
150,045,017 48,098,630 7,145,013 19,328,514 (15,597,383) (622,903) |
72,695,707 39,911,049 10,164,913 914,435 (8,448,233) (360,447) |
| 208,396,888 (41,502,869) (17,406,965) (43,591,146) - 3,611,920 (15,269) 16,647,800 |
114,877,425 (43,145,532) 13,965,153 (19,314,398) - 2,815,513 - (56,393,145) |
|
| 126,140,359 (5,454,203) |
12,805,014 (6,526,296) |
|
| 120,686,156 | 6,278,718 | |
| 622,903 (157,690,488) - - (8,275,300) |
360,447 (22,498,634) - - - |
|
| (165,342,885) | (22,138,187) | |
| (7,145,013) 15,597,383 15,677,710 |
(10,164,913) 8,448,233 5,260,383 |
|
| 24,130,080 | 3,543,702 | |
| (20,526,649) | (12,315,767) | |
| 4,853,505 32,073,598 |
2,054,540 47,188,336 |
|
| 36,927,103 | 49,242,876 |
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STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2025
| ₹ in lakhs, unless stated otherwise | ₹ in lakhs, unless stated otherwise | |
|---|---|---|
| Particulars | Year ended 31 March 2025 |
Year ended 31 March 2024 |
| Less: Cash & Cash Equivalent at the end of the year Cash on Hand Bank Balance NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |
563,357 15,837,099 |
4,853,505 32,073,598 |
| 16,400,456 | 36,927,103 | |
| (20,526,648) | (12,315,772) | |
| The notes referred to above form an integralpart of standalone fnancial statements |
As per our report of even date For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm Registration No: 138182W/W100760
For and on behalf of the Board of Directors of Fiberweb (India) Limited
Akshay K. Shah Partner Membership No.: 155729 UDIN: 25155729BMLEHY7506
Pravin V. Sheth Rajesh Shukla Chairman Emeritus & Director CEO & Executive Director DIN: 00138797 DIN:08690226 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481
Mumbai, 29 May 2024
Mumbai, 29 May 2024
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87
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025
A. Equity Share Capital
| STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 A. Equity Share Capital |
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 A. Equity Share Capital |
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 A. Equity Share Capital |
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 A. Equity Share Capital |
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 A. Equity Share Capital |
STANDALONE STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2025 A. Equity Share Capital |
|---|---|---|---|---|---|
| ₹ in lakhs, unless stated otherwise | |||||
| Particulars | Balance at the beginning of the reporting period i.e. 1 April 2023 |
Change in Equity Share Capital during the year 2023-24 |
Balance at the end of the reporting period i.e. 31 March 2024 |
Change in Equity Share Capital during the year 2024-25 |
Balance at the end of the reporting period i.e. 31 March 2025 |
| Equityshare capital | 287,917,100.00 | - | 287,917,100.00 | - |
287,917,100.00 |
B. Other Equity
| B. Other Equity | ||||||
|---|---|---|---|---|---|---|
| Particulars | Balance at the beginning of the reporting period i.e. 1 April 2024 |
Total Comprehensive Income for the year |
Transfer to / (from) Retained Earnings |
Dividend and dividend distribution tax on equity shares |
Balance at the end of the reporting period i.e. 31 March 2025 |
|
| Reserves and surplus Securities premium reserve Share reduction reserve General reserve Capital reserve Retained earnings |
296,288,755.00 42,779,080.00 21,000,000.00 63,440.00 965,399,227.91 |
- - - - 150,045,017.14 |
- - - - - |
- - - - - |
296,288,755.00 42,779,080.00 21,000,000.00 63,440.00 1,115,444,245.05 |
|
| 1,325,530,502.91 | 150,045,017.14 | - | - | 1,475,575,520.05 | ||
| Particulars | Balance at the beginning of the reporting period i.e. 1 April 2024 |
Total Comprehensive Income for the year |
Transfer to / (from) Retained Earnings |
Dividend and dividend distribution tax on equity shares |
Balance at the end of the reporting period i.e. 31 March 2025 |
|
| Reserves and surplus Securities premium reserve Share reduction reserve General reserve Capital reserve Retained earnings |
296,288,755.00 42,779,080.00 21,000,000.00 63,440.00 892,703,520.87 |
- - - - 72,695,707.03 |
- - - - - |
- - - - - |
296,288,755.00 42,779,080.00 21,000,000.00 63,440.00 965,399,227.91 |
|
| 1,252,834,795.87 | 72,695,707.03 | - | - | 1,325,530,502.91 |
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NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2025
1. Corporate information
Fiberweb (India) Limited (“Company”) is a public limited company incorporated and domiciled in India. Its shares are listed on Bombay Stock Exchanges. The Registered office of Company is located at Airport Road, Kadaiya, Nani Daman, Daman (U.T) 396210. The Company is primarily engaged in the business of manufacturing of Spunbond and Melt-blown Nonwoven Fabrics from polypropylene.
2. Basis of preparation of financial statements
2.1. Statement of Compliance
These standalone financial statements of the Company have been prepared in all material aspects in accordance with the recognition and measurement principles laid down in Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified under section 133 of the Companies Act, 2013 (‘The Act’) read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act and accounting principles generally accepted in India.
The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013.
2.2. Basis of measurement
These standalone financial statements are prepared under the historical cost convention unless otherwise indicated.
2.3. Use of estimate and judgments
The preparation of standalone financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognized prospectively in current and future periods. Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ended 31 March 2025 are as follows
2.3.1.Property, plant and equipment
Determination of the estimated useful life of property, plant and equipment and the assessment as to which components of the cost may be capitalized. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Act. In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers’ warranties and maintenance support.
2.3.2.Allowance for uncollected accounts receivable and advances
Trade receivables do not carry any interest and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts, Individual trade receivables are written off when management seems them not collectible. Impairment is made on the expected credit loss model. The impairment provisions for financial assets are based on assumption about risk of default and expected loss rates. Judgment in making these assumptions and selecting the inputs to the impairment calculation
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are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.
2.3.3.Allowances for inventories
Management reviews the inventory age listing on periodic basis. The review involves comparison of the carrying value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an allowance is required to be made in the standalone financial statement for any obsolete and slow-moving items.
2.3.4.Recognition of deferred tax assets and income tax
Deferred tax asset is recognized for all the deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized. The management assumes that taxable profits will be available while recognizing deferred tax asset/liability. Management judgment is required for the calculation of provision for income taxes and deferred tax assets and liabilities. The Company reviews at each balance sheet date the carrying amount of deferred tax asset/liability. The factors used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the standalone financial statements.
2.3.5.Recognition and measurement of other provisions
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may, therefore, vary from the figures included in other provisions.
2.3.6.Contingencies
Management judgment is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/litigations against the Company as it is not possible to predict the outcome of pending matters with accuracy.
3. Functional and Presentation Currency
The financial statements are presented in Indian Rupees which is the functional currency for the Company.
4. Current / non-current classification
The Company classifies any asset as current when-
- (a) It expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;
(b) It holds the asset primarily for the purpose of trading;
-
(c) It expects to realize the asset within twelve months after the reporting period; or
-
(d) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
-
Otherwise as non-current. The Company classifies any liability as current when-
-
(a) It expects to settle the liability in its normal operating cycle;
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-
(b) It holds the liability primarily for the purpose of trading;
-
(c) The liability is due to be settled within twelve months after the reporting period; or
-
(d) It does not have an unconditional right to defer settlement of the liability for at least twelvemonths after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Otherwise as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
5. Operating Cycle
An operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents.
Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realization in cash or cash equivalents, the Company has determined its operating cycle as twelve months for the purpose of classification of its assets and liabilities as current and non-current.
6. Significant Accounting Policies
6.1. Property, Plant and Equipment
Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any.
Cost includes purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.
Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates these components separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied.
All other repair and maintenance costs are recognized in the statement of profit or loss as incurred.
Capital work-in-progress in respect of assets which are not ready for their intended use are carried at cost, comprising of direct costs, related incidental expenses and attributable interest, if any.
Property, plant and equipment are derecognized either on disposal or when the asset retires from active use. Losses arising in the case of the retirement of property, plant and equipment and gains or losses arising from disposal of property, plant and equipment are recognized in the statement of profit and loss in the year of occurrence.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation on the property, plant and equipment is provided on straight line method, over the useful life of the assets, as specified in Schedule II to the Companies Act, 2013. Property, plant and equipment which are added / disposed of during the year, depreciation is provided on pro-rata basis.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
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6.2. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial Assets
Classification:
The Company classifies financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss, on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.
Initial recognition and measurement:
All financial assets (not measured subsequently at fair value through profit or loss) are recognized initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset. Subsequent measurement:
For the purpose of subsequent measurement, financial assets are classified in two broad categories:
-
Financial assets at fair value ( FVTPL /FVTOCI)
-
Financial assets at amortized cost
When assets are measured at fair value, gains and losses are either recognized in the statement of profit and loss (i.e. fair value through profit or loss (FVTPL)), or recognized in other comprehensive income (i.e. fair value through other comprehensive income (FVTOCI)).
Financial Assets measured at amortized cost (net of write down for impairment, if any):
Financial assets are measured at amortized cost when asset is held within a business model, whose objective is to hold assets for collecting contractual cash flows and contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest. Such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method less impairment, if any. The losses arising from impairment are recognized in the Statement of profit and loss. Financial Assets measured at Fair Value through Other Comprehensive Income (“FVTOCI”):
Financial assets under this category are measured initially as well as at each reporting date at fair value, when asset is held within a business model, whose objective is to hold assets for both collecting contractual cash flows and selling financial assets. Fair value movements are recognized in the other comprehensive income.
Financial Assets measured at Fair Value through Profit or Loss (“FVTPL”):
Financial assets under this category are measured initially as well as at each reporting date at fair value with all changes recognized in profit or loss. Investment in Subsidiary:
Investment in equity instruments of Subsidiaries are measured at cost. In the financial statements, investment in subsidiaries is carried at cost. The carrying amount is reduced to recognize any impairment in the value of investment.
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Derecognition of Financial Assets:
A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.
Impairment of Financial Assets:
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the financial assets that are debt instruments and trade receivables.
Financial Liabilities:
Classification:
The Company classifies all financial liabilities as subsequently measured at amortized cost or FVTPL.
Initial recognition and measurement:
All financial liabilities are recognized initially at fair value and, in the case of loans, borrowings and payables, net of directly attributable transaction costs.
Financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.
Subsequent measurement:
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Interest-bearing loans and borrowings are subsequently measured at amortized cost using the Effective Interest Rate (EIR) method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss.
Derecognition of Financial Liabilities:
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss.
6.3. Inventories
Raw materials and packing materials are valued at lower of cost and the net realizable value, cost of which includes duties and taxes (net of Goods and Service Tax wherever applicable). Cost of imported raw materials and packing materials lying in warehouse includes the amount of customs duty. Finished products and workin-progress are valued at lower of cost and net realizable value. Cost is arrived on moving weighted average basis.
The cost of Inventories have been computed to include all cost of purchases, cost of conversion, appropriate share of fixed production overheads based on normal operating capacity and other related cost incurred in bringing the inventories to their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses necessary to make the sale.
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6.4. Cash and Cash Equivalents
Cash and Cash Equivalents comprise of cash on hand and cash at bank including fixed deposit/highly liquid investments with original maturity period of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
6.5. Cash Flow Statement
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flow from operating, investing and financing activities of the Company is segregated.
6.6. Foreign Currency Transactions
Transactions in foreign currencies are translated into the Company’s functional currency at the exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are not translated. Foreign currency exchange differences are generally recognized in the statement of profit and loss.
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous Financial Statements are recognized in the Standalone Statement of Profit and Loss in the period in which they arise.
6.7. Revenue Recognition
Under Ind AS 115, the Company recognized revenue when (or as) a performance obligation was satisfied, i.e. when ‘control’ of the goods underlying the particular performance obligation were transferred to the customer.
Sale of Goods
The Company applied Ind AS 115 using the modified retrospective approach. Revenue is measured based on the transaction price adjusted for discounts and rebates, which is specified in a contract with customer. Revenues are net of estimated returns and taxes collected from customers.
Revenue from sale of goods is recognized at point in time when control is transferred to the customer and it is probable that consideration will be collected. Control of goods is transferred upon the shipment of the goods to the customer or when goods are made available to the customer.
The transaction price is documented on the sales invoice and payment is generally due as per agreed credit terms with customers.
The consideration can be fixed or variable. Variable consideration is only recognized when it is highly probable that a significant reversal will not occur.
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Sales return is variable consideration that is recognized and recorded based on historical experience, market conditions and provided for in the year of sale as reduction from revenue. The methodology and assumptions used to estimate returns are monitored and adjusted regularly in line with trade practices, historical trends, past experience and projected market conditions.
Interest income
Interest income is recognizes with reference to the Effective Interest Rate method.
Income from Export Benefits and Other Incentives
Export benefit available under prevalent schemes are accrued as revenue in the year in which the goods are exported and/ or services are rendered only when there is reasonable assurance that the condition attached to them will be complied with and the amounts will be received.
6.8. Employee Benefit
Short term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss for the year in which the related service is rendered;
Post-Employment Benefits
Defined contribution plans: Company’s contribution to State governed Provident Fund Scheme is recognized during the year in which the related service is rendered;
The company has not ascertained liability towards payment of gratuity and hence no provision has been made in accounts. It is accounted for on the basis of payment.
All employee benefits payable wholly within twelve months rendering service are classified as short term employee benefits. Benefits such as salaries, wages, short-term compensated absences, performance incentives etc., and the expected cost of bonus, ex- gratia are recognized during the period in which the employee renders related service. Retirement benefits are accounted as and when the same become due for payment.
6.9. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
6.10.Lease
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the Statement of profit and loss on a straight line basis over the period of the lease in a manner which is representative of the time pattern in which benefit derived from the use of the leased asset is diminished.
6.11.Earing Per Share
Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares outstanding during the period.
Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per
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equity share and also the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.
6.12. Income Taxes
Income tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit in the statement of profit and loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in other comprehensive income. Current income tax for current and prior periods is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted by the balance sheet date. Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Minimum Alternate Tax (‘MAT’) credit is recognized as deferred tax asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the period for which the MAT credit can be carried forward for set-off against the normal tax liability. MAT credit recognized as an asset is reviewed at each Balance Sheet date and written down to the extent the aforesaid convincing evidence no longer exists.
6.13.Dividends to Shareholders
Annual dividend distribution to the shareholders is recognized as a liability for the previous year for which the dividends are approved by the shareholders. Any interim dividend paid is recognized on approval by Board of Directors. Dividend payable and corresponding tax on dividend distribution is recognized directly in equity.
6.14.Provisions, Contingent Liabilities, Contingent Assets and Commitments
General
Provisions (legal and constructive) are recognized when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.
Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
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If there is any expectation that some or all of the provision will be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any virtually certain reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risk specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Contingent liability is disclosed in the case of:
-
a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation;
-
a present obligation arising from past events, when no reliable estimates is possible;
-
a possible obligation arising from past events, unless the probability of outflow of resources is remote
Contingent liabilities are not recognized but disclosed in the standalone financial statements. Contingent assets are neither recognized nor disclosed in the financial statements.
Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets and Non-cancellable operating lease.
Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.
7 Estimation of uncertainties relating to the global health pandemic from COVID-19:
The COVID-19 pandemic is an evolving human tragedy declared a global pandemic by the World Health Organization with adverse impact on economy and business. Supply Chain disruptions in India as a result of the outbreak started with restrictions on movement of goods, closure of borders etc., in several states followed by a nationwide lockdown from the 25th of March 2020 announced by the Indian Government, to stem the spread of COVID-19. Due to this, the operations in Company’s manufacturing activities got temporarily disrupted.
In light of these circumstances, the Company has considered the possible effects that may result from COVID-19 on the carrying amounts of financials assets, inventory, receivables, advances, property plant and equipment etc. as well as liabilities accrued. In developing the assumptions relating to the possible future uncertainties in the economic conditions because of this pandemic, the Company has used internal and external information such as our current contract terms, financial strength of partners, investment profile, future volume estimates from the business etc. Having reviewed the underlying data and based on current estimates the Company expects the carrying amount of these assets will be recovered and there is no significant impact on liabilities accrued. The impact of COVID-19 on the Company’s financial statements may differ from that estimated as at the date of approval of these financial statements and the Company will continue to closely monitor any material changes to future economic conditions.
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16,059,424 8,594,820 12,439,577 4,994,333 16,234,660 18,173,271 14,931,197 8,275,300
Net block 205,882,137 101,890,103 243,358,866 209,793,142 427,061,688 1,279,412,224 1,287,687,524
- 47,792,638 696,956,170 12,382,368 20,645,101 5,162,455 16,001,905 6,691,910 7,121,579 35,891,964 7,199,300 81,896,431 937,741,820 -
₹ in lakhs, unless stated otherwise
- - - - - - - - - - - - - -
- - -
Deletion Adjustments 31 March 2025 31 March 2025
Additions - 6,142,136 3,396,297 2,308,199 1,128,906 1,459,759 5,542,846 2,119,492 4,268,174 5,835,021 2,102,397 13,795,402 48,098,630 -
Accumulated depreciation/ amortisation loss 1 April 2024 - 41,650,501 693,559,872 10,074,170 19,516,195 3,702,696 10,459,059 4,572,418 2,853,405 30,056,943 5,096,902 68,101,029 889,643,190 -
205,882,137 149,682,741 940,315,036 28,441,792 29,239,921 17,602,032 20,996,237 22,926,570 25,294,850 245,685,106 22,130,497 508,958,119 2,217,155,037 8,275,300
31 March 2025
Adjustments - - - - - - - - - - - - - -
- - - - - - - - - - - - - -
Gross block Deletion
Additions - 2,995,868 152,418,000 - - - 136,730 142,578 398,967 - - 1,598,345 157,690,488 8,275,300
1 April 2024 205,882,137 146,686,873 787,897,036 28,441,792 29,239,921 17,602,032 20,859,507 22,783,992 24,895,883 245,685,106 22,130,497 507,359,773 2,059,464,550 -
Property, plant and equipment, capital work-in-progress and investment property Property, plant and
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2025 8 8.1 Current year Particulars A] equipment Freehold land Building Plant and equipment Furniture and fixtures Vehicles Office equipment Computer Other electrical items Melt blown electrical items Melt blown building Melt blown fire fighting equipment Melt blown machinery Total B] Capital work-in-progress * Total Property, plant and equipment , capital work-in-progress and investment property Note: During the year, the revaluation reserves has been reduced from the asset's revalued and is brought to its original cost.
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Net block 31 March 2024 - 205,882,137 72,821,813 94,337,163 18,367,623 9,723,726 13,899,336 10,400,449 18,211,574 22,042,478 215,628,164 17,033,595 439,258,744 32,214,559 1,169,820,366 - 1,169,820,366
- 41,650,501 693,559,872 10,074,170 19,516,195 3,702,696 10,459,059 4,572,418 2,853,405 30,056,943 5,096,902 68,101,029 - 889,643,190 -
- - - - - - - - - - - - - - -
₹ in lakhs, unless stated otherwise
Adjustments 31 March 2024
Deletion - - - - 3,003,768 - - - - - - - - 3,003,768 -
Additions - 3,290,510 3,350,168 2,309,422 751,892 1,470,752 5,606,329 2,110,145 465,109 4,401,941 2,102,397 14,052,384 - 39,911,049 -
Accumulated depreciation/ amortisation loss
1 April 2023 - 38,359,991 690,209,704 7,764,748 21,768,071 2,231,944 4,852,730 2,462,273 2,388,296 25,655,002 2,994,505 54,048,645 - 852,735,909 -
205,882,137 114,472,314 787,897,036 28,441,792 29,239,921 17,602,032 20,859,507 22,783,992 24,895,883 245,685,106 22,130,497 507,359,773 32,214,559 2,059,464,550 -
- - - - - - - - - - - - -
Adjustments 31 March 2024
Deletion - - - - 3,280,200 - - - - - - - 3,280,200
103,084,424
Gross block
Additions 8,220,264 461,870 9,231,892 111,244 389,433 318,333 - 66,319,864 - 5,892,031 123,159,490 2,700,000
32,214,559.00
1 April 2023 205,882,137 114,472,314 779,676,772 27,979,922 23,288,230 17,490,787 20,470,074 22,465,660 24,895,883 179,365,242 22,130,497 501,467,743 - 1,939,585,260 100,384,424
Property, plant and equipment, capital work-in-progress and investment property Previous year Property, plant and equipment Total Capital work-in-progress
8 8.2 Particulars A] Freehold land Building Plant and equipment Furniture and fixtures Vehicles Office equipment Computer Other electrical items Melt blown electrical items Melt blown building Melt blown fire fighting equipment Melt blown machinery New project- Building B] Total Property, plant and equipment , capital work-in-progress and investment property * Figures in Capital work in progress deletion column indicates re-capitalisation during the year.
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8.3 Capital Work-in Progress “C-WIP”
Ageing Schedule
| 8.3 | Capital Work-in Progress “C-WIP” Ageing Schedule |
|||
|---|---|---|---|---|
| 9 10 11 |
Particulars | Period | As at 31 March 2025 |
As at 31 March 2024 |
| Project in progress | < 1year | 82,75,300.00 | (1,003.84) | |
| 1-2years | 32.74 | |||
| 2-3years | 383.45 | |||
| > 3years | 587.66 | |||
| 82,75,300.00 | 0.00 | |||
| Completion Schedule | ||||
| Particulars | Period | As at 31 March 2025 |
As at 31 March 2024 |
|
| New Project | < 1year | - | - | |
| 1-2years | - | - | ||
| 2-3years | - | - | ||
| > 3years | - | - | ||
| - | - | |||
| Investment | ||||
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
||
| Investment in Equity Instruments (Unquoted, at cost) - In Others Goa Bank 107 (31 March 2025 - 107) Ordinary shares of`100 fully paid up |
10,700 | 10,700 | ||
| 10,700 | 10,700 | |||
| Aggregate amount of unquoted investment Other non-current assets |
10,700 10,700 |
|||
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
||
| Unsecured, considered good unless otherwise stated Advances - Capital advances |
70,15,199 | 70,15,199 | ||
| 70,15,199 | 70,15,199 | |||
| Deferred tax asset | ||||
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
||
| Deferred tax asset | 1,67,90,490 | 1,51,14,222 | ||
| 1,67,90,490 | 1,51,14,222 |
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12 Inventories
| Inventories | ||
|---|---|---|
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
| Valued at lower of cost or net realisable value Raw materials Finished goods Stores and spares Packing materials |
12,42,93,800 9,48,35,914 2,04,32,562 23,56,546 |
12,01,13,220 7,86,66,243 2,09,71,763 47,60,631 |
| 24,19,18,822 | 22,45,11,857 |
13 Trade receivables
| Trade receivables | Trade receivables | 24,19,18,822 | 22,45,11,857 |
|---|---|---|---|
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
|
| Trade receivables (Unsecured, considered good) Outstanding for a period exceeding six months from the date they were due for payment Other trade receivable Less: Loss allowance |
- 16,66,65,054 - |
- 12,51,62,185 - |
|
| 16,66,65,054 | 12,51,62,185 | ||
| Ageing Schedule | |||
| Particulars | Period | As at 31 March 2025 |
As at 31 March 2024 |
| Outstanding for following periods from due date of payment |
< 6 months | 13,43,91,480 | 12,49,20,585 |
| 6 mths - 1year | 2,95,17,360 | 2,41,600 | |
| 1 - 2years | 27,56,214 | - | |
| 2 - 3years | - | ||
| > 3years | - | ||
| Total | 16,66,65,054 | 12,51,62,185 | |
| Cash and cash equivalents | |||
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
|
| Cash on hand Balances with banks - In current accounts - In EEFC (Exchange Earner's Foreign Currency) accounts Balances held as margin money or security against borrowings, guarantees and other commitments |
5,63,357 54,74,274 76,37,074 27,25,751 |
48,53,505 62,71,228 2,30,76,619 27,25,751 |
|
| 1,64,00,456 | 3,69,27,103 | ||
Balances with banks include margin monies amounting to27.26<br>which have an original maturity of more than 12 months and also,<br>Lakhs (31 March 2025:10 Lakhs) |
Lacs (31 March, 2025:27.26 Lacs)<br>includes Unclaimed Dividend of10 |
14 Cash and cash equivalents
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15 Current tax assets
| Current tax assets | Current tax assets | Current tax assets | Current tax assets | ||||
|---|---|---|---|---|---|---|---|
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
|||||
| Income Taxes Paid (Net of Provisions) | - | - | |||||
| - | - | ||||||
| Other current assets | |||||||
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
|||||
| Other than capital advances Advance to vendors MAT Credit Entitlement Prepaid expenses Other Deposit Balance with government authorities Custom duty advance deposit Deposit - Sales tax authority Tax collected at source Goods & service tax paid |
6,88,54,481 2,60,94,254 2,08,76,002 11,24,586 1,06,16,236 14,905 30,000 7,991 5,84,13,137 |
5,63,17,932 - 1,22,86,073 6,97,096 1,05,85,283 14,905 30,000 60,442 5,38,58,785 |
|||||
| 18,60,31,591 | 13,38,50,516 | ||||||
| Equity share capital | |||||||
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
|||||
| (a) (b) |
Authorised 5,00,00,000 (31 March 2024: 5,00,00,000) equity shares of 10/- each<br> **Issued, subscribed & paid up**<br>28,791,710 (31 March 2024: 28,791,710) equity shares of10/-each |
||||||
| 50,00,00,000.00 | 50,00,00,000 | ||||||
| 28,79,17,100.00 | 28,79,17,100 | ||||||
| 28,79,17,100.00 | 28,79,17,100.00 | ||||||
| Reconciliation of the number of Equity shares | |||||||
| Equity shares | As at 31 March 2025 | As at 31 March 2024 | |||||
| Nos. | in lakhs||**Nos.**||in lakhs |
||||||
| Opening number/amount of equity shares Add/(Less): Issued / forfeited during the year Closing number/amount of equity shares |
2,87,91,710 - |
2,879.17 - |
2,87,91,710 - |
2,879.17 - |
|||
| 2,87,91,710 | 2,879.17 | 2,87,91,710 | 2,879.17 |
16 Other current assets
17 Equity share capital
(i) Reconciliation of the number of Equity shares
(ii) Rights, preferences and restrictions attached to shares
The Company has a single class of equity shares having at par value of ` 10/- per share. Each holder of equity share is eligible to one vote per share held. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company in proportion to the number of equity shares held by each shareholder, after settlement of all preferential obligations.
(iii) The Company is not a subsidiary of any other company.
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(iv) Details of held by shareholders holding more than 5% of the aggregate shares in the Company
| Class of shares / Name of shareholder | As at 31 March 2025 | As at 31 March 2025 | As at 31 March 2024 | As at 31 March 2024 |
|---|---|---|---|---|
| Nos. | % held | Nos. | % held | |
| Equity shares with voting rights Pravin V Sheth Bhavesh P Sheth Gayatri Pipes and Fittings Pvt Ltd |
15,54,873 82,49,596 35,21,463 |
5.40 28.65 12.23 |
35,54,873.00 62,49,596.00 35,21,463.00 |
12.35 21.71 12.23 |
(v) In respect of the paid up equity there are no allotments as bonus or as fully paid up pursuant to contract(s) without payment being received in cash or buyback, during the immediately preceeding period of five years ended 31 March 2025.
(vi) There is no change in shareholding of Promoters :
| Promoter Name | Shares held by Promoter | Shares held by Promoter | Shares held by Promoter | Shares held by Promoter |
|---|---|---|---|---|
| As at March 31, 2025 | As at March 31, 2024 | |||
| No. of Shares |
% of total shares |
No. of Shares |
% of total shares |
|
| Pravin V Sheth Bhavesh P Sheth Soniya P Sheth Unnati Pravin Sheth Gayatri Pipes and Fittings Pvt Ltd |
15,54,873.00 82,49,596.00 11,000.00 2,329.00 35,21,463.00 |
5.40 28.65 0.04 0.01 12.23 |
35,54,873.00 62,49,596.00 11,000.00 2,329.00 35,21,463.00 |
12.35 21.71 0.04 0.01 12.23 |
| Gayatri Pipes and Fittings Pvt Ltd | 35,21,463.00 12.2335,21,463.00 12.23 |
35,21,463.00 12.2335,21,463.00 12.23 |
35,21,463.00 12.2335,21,463.00 12.23 |
35,21,463.00 12.2335,21,463.00 12.23 |
|---|---|---|---|---|
| Promoter Name | Shares held by Promoter | |||
| As at March 31,2024 | As at March 31,2023 | |||
| No. of Shares |
% of total shares |
No. of Shares |
% of total shares |
|
| Pravin V Sheth Bhavesh P Sheth Soniya P Sheth Unnati Pravin Sheth Gayatri Pipes and Fittings Pvt Ltd |
35,54,873.00 62,49,596.00 11,000.00 2,329.00 35,21,463.00 |
12.35 21.71 0.04 0.01 12.23 |
35,54,873.00 62,49,596.00 11,000.00 2,329.00 35,21,463.00 |
12.35 21.71 0.04 0.01 12.23 |
| 18 | Other equity | ||
|---|---|---|---|
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
|
| Securities/Share Premium account Share Reduction Reserve General Reserve Capital Reserve Surplus in Statement of Proft and Loss Opening balance Less: Dividend and dividend distribution tax Add: Proft for the year Closing balance |
29,62,88,755 4,27,79,080 2,10,00,000 63,440 8,927.04 - 726.96 |
29,62,88,755 4,27,79,080 2,10,00,000 63,440 8,956.97 - (29.93) |
|
| 9,653.99 | 8,927.04 | ||
| 1,47,55,75,716 | 1,32,55,30,512 |
ANNUAL REPORT 2024-25
103
19 Non-current financial liabilities
| Particulars | Particulars | Particulars | Particulars | Particulars | Particulars | Particulars | As at 31 March 2025 |
As at 31 March 2025 |
As at 31 March 2025 |
As at 31 March 2024 |
As at 31 March 2024 |
As at 31 March 2024 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Borrowings (secured) - From banks |
8,43,33,628.78 | 6,86,55,918.77 | ||||||||||
| 8,43,33,628.78 | 6,86,55,918.77 | |||||||||||
| Maturity profle of secured loans are as set out below: | ||||||||||||
| Nature of Loans | Hypothecation | Repayable | ROI | As at 31 March 2025 |
As at 31 March 2024 |
|||||||
| a. Cash Credit |
Stock & Book debts |
upto 09-Jan- 2025 |
12.30% | p.a. | 3,89,25,202.82 | 4,83,90,000.00 | ||||||
| b. PC/PCFC |
Stock & Export Trust Receipts |
within 90 days |
BRLLR+0.25%+0.75% | 4,54,08,425.96 | 2,02,66,000.00 | |||||||
| 8,43,33,628.78 | 6,86,56,000.00 | |||||||||||
| Trade payables | ||||||||||||
| Particulars | As at 31 March 2025 |
As at 31 March 2024 |
||||||||||
| Total outstanding due to: - Micro, Small and Medium Enterprise - Others |
||||||||||||
| - 4,27,51,780.81 |
- 2,61,03,977.42 |
|||||||||||
| 4,27,51,780.81 | 2,61,03,977.42 | |||||||||||
| Ageing schedule for outstanding from due date of payment | ||||||||||||
| Particulars | As at 31 March 2025 | |||||||||||
| MSME | Others | Disputed dues - MSME |
Disputed dues - Others |
|||||||||
| Trade payables | < 1year | - | 3,38,91,536.96 | - | - | |||||||
| 1 - 2years | - | 88,60,243.85 | - | - | ||||||||
| 2 - 3years | - | - | - | |||||||||
| > 3years | - | - | - | |||||||||
| - | 4,27,51,780.81 | - | - | |||||||||
| Particulars | As at 31 March, 2024 | |||||||||||
| MSME | Others | Disputed dues - MSME |
Disputed dues-Others |
|||||||||
| Trade payables | < 1year | - | 2,42,35,052.04 | - | - | |||||||
| 1 - 2years | - | 18,68,924.38 | - | - | ||||||||
| 2 - 3years | - | - | - | |||||||||
| > 3years | - | - | - | |||||||||
| - | 2,61,03,976.42 | - | - |
(i) Maturity profile of secured loans are as set out below:
20 Trade payables
FIBERWEB (INDIA) LIMITED
104
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==> picture [519 x 703] intentionally omitted <==
----- Start of picture text -----
21 Other current financial liabilities
As at As at
Particulars
31 March 2025 31 March 2024
Dividend 9,91,201.00 10,06,470.00
9,91,201.00 10,06,470.00
22 Other current liabilities
As at As at
Particulars
31 March 2025 31 March 2024
Advance from customers 40,67,420.00 1,01,727.00
Income Taxes Paid (Net of advances) 2,63,67,401.44 22,27,079.50
Statutory dues ** 5,15,588.00 8,69,361.00
3,09,50,409.44 31,98,167.50
As at As at
Particulars
31 March 2025 31 March 2024
Statutory dues
Tax deducted at source 4,26,744.00 7,31,725.00
Professional tax 1,200.00 1,600.00
Goods & service tax 82,610.00 1,31,002.00
Tax collected at source 5,034.00 5,034.00
Ratio Numerator Denominator Current Previous Change
Year Year %
a) Current ratio Total current assets Total current liabilities 3.84 5.26 (26.94)
b) Debt-Equity ratio Debt consists of Total equity 0.05 0.04 12.38
borrowing and lease
liabilities
c) Return on equity Profit for the year Total equity 8.51 4.51 88.84
ratio less Preference
dividend (if any)
d) Inventory turnover Cost of Goods Sold Average Inventory 3.68 3.43 7.38
ratio
e) Trade receivable Revenue from Average trade 6.94 8.30 (16.38)
turnover ratio operations receivables
f) Trade payable Cost of Goods Sold Average trade 24.95 14.62 70.63
turnover ratio payables
g) Net capital Revenue from Average working 2.32 2.29 1.45
turnover ratio operations capital (i.e. Total
current assets
less Total current
liabilities)
Revenue from 14.81 8.45 75.23
h) Net profit ratio Profit for the year
(in %) operations
----- End of picture text -----**
ANNUAL REPORT 2024-25
105
| Ratio | Numerator |
Denominator | Denominator | Current **Year ** |
Previous **Year ** |
Previous **Year ** |
Change % |
|
|---|---|---|---|---|---|---|---|---|
| i) | Return on capital employed (in %) |
Proft before tax and fnance costs |
Capital employed = Net worth + Lease liabilities + Deferred tax liabilities |
10.01 | 5.19 | 92.78 | ||
| j) | Return on investment (in %) |
Income generated from invested funds |
Average invested funds in treasury investments |
- | - | - | ||
| Ratio | Change % | Explaination for change more than 25% | ||||||
| a) | Currentratio | (26.94) | Increaseinpayables | |||||
| b) | Debt-Equityratio | 12.38 | - |
|||||
| c) | Return on equity ratio |
88.84 | Company made good proft during the year, as compared to previous year |
|||||
| d) | Inventory turnover ratio |
7.38 | - | |||||
| e) | Trade receivable turnover ratio |
(16.38) | ||||||
| f) | Trade payable turnover ratio |
70.63 | Increase in sales leads to increase in purchases and trade payables |
|||||
| g) |
Net capital turnover ratio |
1.45 | ||||||
| h) | Net proft ratio (in %) |
75.23 | Company made proft during the year, as compared to previous year |
|||||
| i) | Return on capital employed (in%) |
92.78 | Company made proft during the year, as compared to previous year |
|||||
| j) | Return on investment(in%) |
- | ||||||
| Revenue from operations | ||||||||
| Particulars | 31 March 2025 | 31 March 2024 | ||||||
| Sale of product Other operating revenues |
1,01,04,14,341 25,29,421 |
85,86,66,939 12,99,061 |
||||||
| 1,01,29,43,762 | 85,99,66,000 | |||||||
| Other income | ||||||||
| Particulars | 31 March 2025 | 31 March 2024 | ||||||
| Interest income on - Bank deposits - Others Other income Export schemes Gain on foreign exchange fuctuation |
2,14,663 4,08,240 59,772 6,80,458 1,55,97,383 |
1,15,172 2,45,275 1,49,676 - 84,48,233 |
||||||
| 1,69,60,516 | 89,58,356 |
23 Revenue from operations
24 Other income
FIBERWEB (INDIA) LIMITED
106
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25 Cost of materials consumed
| Cost of materials consumed | ||
|---|---|---|
| Particulars | 31 March 2025 | 31 March 2024 |
| Opening stock Add: Purchases Less: Closing stock |
12,01,13,220 55,67,01,068 |
14,85,52,800 44,46,81,572 |
| 67,68,14,288 (12,42,93,800) |
59,32,34,372 (12,01,13,220) |
|
| 55,25,20,488 | 47,31,21,152 |
26 Changes in inventories of finished goods
| Changes in inventories of fnished goods | 55,25,20,488 | 47,31,21,152 |
|---|---|---|
| Particulars | 31 March 2025 | 31 March 2024 |
| Inventories at the end of the year: - Finished goods Inventories at the beginning of the year: - Finished goods |
9,48,35,914 7,86,66,243 |
7,86,66,243 6,65,52,027 |
| (1,61,69,671) | (1,21,14,216) | |
| Employee benefts expense | ||
| Particulars | 31 March 2025 | 31 March 2024 |
| Salaries and wages Employee beneft plans - Provident and other funds - Gratuity and other beneft plans |
3,89,63,496.50 18,90,782 4,10,134 |
4,06,05,501 18,91,795 23,96,971 |
| 4,12,64,413 | 4,48,94,267 |
27 Employee benefits expense
Employee benefits :
As required by Ind AS 19 ' Employee Benefits' the disclosures are as under:
Defined Contribution Plan
The Company offers its employees defined contribution plans in the form of provident fund (PF) and Employees’ pension scheme (EPS) for all employees, with the government authorities. Contributions are made to the Government administered funds. While both the employees and the Company pay predetermined contributions into the Provident Fund, contributions into the Pension fund is made only by the Company. The Company recognised 18.91 Lakhs (31 March, 2024 : 18.92 Lakhs) The contributions are normally based on a certain proportion of the employee’s salary and the contribution payable to these plans by the Company are at rates specified in the rules of the schemes.
Defined Benefits Plan
All defined benefit plans obligations are determined at actuals, as at the Balance Sheet date, for the amount being actually paid during the year. The classification of the Company’s net obligation into current and noncurrent is ascertained as and when the said liability arises.
28 Finance Cost
| Finance Cost | ||
|---|---|---|
| Particulars | 31 March 2025 | 31 March 2024 |
| Interest expense on bank overdraft and others Others |
71,45,013 - |
83,12,663 18,52,250 |
| 71,45,013 | 1,01,64,913 |
ANNUAL REPORT 2024-25
107
29 Other expenses
| 29 | Other expenses | ||
|---|---|---|---|
| 30 | Particulars | 31 March 2025 | 31 March 2024 |
| Manufacturing expense Freight Expenses Power and fuel Bank charges Communication Donations and contributions Insurance Remuneration to Auditor (Refer note below- 30) Legal and professional Postage and printing expenses Rates and taxes Rent Security charges Directors sitting fees Travelling expenses Branch expenses (US) Other expenses Repairs and maintenance - for buildings - for machinery - for others Selling & distribution expenses |
3,19,47,131 9,95,86,508 3,20,00,165 7,55,448 1,42,904 19,51,000 10,78,288 9,90,000 1,53,19,966 10,46,600 3,37,077 12,00,000 19,44,000 1,60,000 41,74,425 2,09,14,941 98,41,361 81,750 68,000 26,00,723 15,31,588 |
2,97,36,724 11,41,90,626 3,93,89,653 11,77,448 1,55,223 30,50,000 10,16,076 5,10,000 69,50,758 9,24,711 7,16,502 12,00,000 17,88,000 1,10,000 42,67,263 2,04,26,142 44,64,738 7,17,807 4,38,418 68,15,290 12,91,669 |
|
| 22,76,71,875 | 23,93,37,048 | ||
| Remuneration to auditors: | |||
| Particulars | 31 March 2025 | 31 March 2024 | |
| Audit fees Tax Audit fees Certifcation & Other matters Out of pocket expenses |
8,40,000 1,50,000 - - |
2,50,000 2,50,000 10,000 - |
|
| 9,90,000 | 5,10,000 |
31 Contribution towards Corporate Social Responsibility (CSR):
As per section 135 of the Act, a CSR committee has been formed by the Company. The fund are utilized during the year on the activities which are specified in schedule VII of the Act. The utilization is done by way of direct and indirect contribution towards various activities.
of direct and indirect contribution towards various activities. |
||
|---|---|---|
| Particulars | 31 March 2025 | 31 March 2024 |
| Amountrequired to be spent by the company during the year | 14,37,539 | 21,77,496 |
| Amount ofexpenditureincurred on | ||
| (i) Construction/Acquisitionofany asset | ||
| (ii) onpurposes otherthan(i) above | 19,51,000 | 30,50,000 |
| Shortfallat the end ofthe year | - | - |
| Totalofprevious years shortfall | - | - |
| Reason forshortfall | NA | NA |
| Nature of CSR activities | Education, Skilling, Employment, Health, Wellness, Water, Sanitation, Disaster ReliefandHygiene |
|
| Details of related party transactions in relation to CSR expenditure as per relevant Accounting Standard |
- | - |
FIBERWEB (INDIA) LIMITED
108
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32 Earnings Per Share (‘EPS’)
The numerator and denominator used to calculate basic and diluted earnings per share:
| 33 | Particulars | 31 March 2025 | 31 March 2024 |
|---|---|---|---|
| Proft attributable to equity holders for Basic and diluted EPS Weighted average number of equity shares outstanding for Basic and diluted EPS |
15,00,45,017 2,87,91,710 |
7,26,95,707 2,87,91,710 |
|
| Basic and diluted earnings per share(Amount in`) | 5,21,140 | 2,52,488 | |
| Details of dues to Micro And Small Enterprises as defned under the Micro, Small and Medium enterprises development act, 2006 |
|||
| Particulars | 31 March 2025 | 31 March 2024 | |
| Total outstanding dues of micro enterprises and small enterprises(as per the intimation received from vendors) a) Principal and interest amount remaining unpaid b) Interest paid by the Company in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day c) Interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the period) but without adding interest specifed under the Micro, Small and Medium Enterprises Act, 2006 d) Interest accrued and remaining unpaid e) Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprises |
- - - - - |
- - - - - |
|
| Total outstanding dues of creditors other than micro enterprises and small enterprises |
- | - | |
| This information has been determined to the extent such parties have been identifed on the basis of information available with the Company. |
34 Commitments and Contingencies
Contingent Liabilities
| Commitments and Contingencies Contingent Liabilities |
||
|---|---|---|
| Particulars | 31 March 2025 | 31 March 2024 |
| Disputed by the Company Anti-dumping duty Custom duty Central Excise duty Income Tax |
1,52,77,776 2,94,84,852 17,44,964 21,63,000 |
1,52,77,776 2,94,84,852 17,44,964 21,63,000 |
Central Excise Department has ordered the Company to pay Anti-dumping duty of 138 Lakhs vide an order dated 3 February, 2017 on imports of Polypropylene for the period beginning from August 2009 to March 2015, along with interest and penalty at the appropriate rate. The department has also imposed a penalty of 15 Lakhs on Mr. G. R. Ravindran, the then Executive Director of the Company.
The Company presented the BIFR order in rehabilitation scheme specifically directing the Central Excise & Custom Department for the waiver of penalty and interest, since the Company is 100% Export Oriented Unit, at Daman. The Company has made a deposit for appeal @ 7.5% on the disputed duty amounting to 10 Lakhs and 7.5% on penalty imposed amounting to 1 Lakh. The Company has filed an appeal on 12 May, 2017 in the Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad against the said order. The said matter is pending before the Appellate Tribunal.
ANNUAL REPORT 2024-25
109
Customs and Central Excise Department, Daman has raised a demand on 26 September 2019 towards Custom duty of 295 Lakhs alongwith interest and penalty as applicable. Also a demand of Central Excise duty for 17 Lakhs alongwith interest and penalty as applicable. The Company has made a deposit for appeal @ 7.5% on the disputed duty amounting to 22 Lakhs and 7.5% on disputed excise duty amounting to 1 Lakh. The Company has filed an appeal on 9 January, 2020 in the Customs, Excise and Service Tax Appellate Tribunal, Ahmedabad against the said order. The said matter is pending before the Appellate Tribunal.
Income Tax department has raised a demand on 27 March, 2024 for AY 2022-23 valuing 21.63 Lakhs along with Interest and Penalty as applicable. The Company has made an Appeal with Commissioner of Income Tax (Appeals) against the disputed liability of 21.63 Lakhs. The said matter is pending with CIT(A)
The Company does not expect the outcome of the matters stated above to have any material adverse impact on the Company’s financial condition, results of operations or cash flows.
35 Disclosure for operating leases under Ind AS 116 -“ Leases”:
Company has taken office premise on lease for 11 months, which is generally cancellable/renewable on mutually agreeable terms. There is no restrictions imposed by these lease arrangement and there are no sub lease. There are no contingent rents.
36 Foreign currency exposures on assets and liabilities
Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency of Company. The currencies in which these transactions are primarily denominated is US dollars
The year-end foreign currency exposures that have not been mitigated by a derivative instrument or otherwise are as below:
The following table analyses foreign currency risk as:
| Particulars | 31 March 2025 | 31 March 2024 |
|---|---|---|
| Amount in "US Dollars" | ||
| Bank Balance Trade Receivables Trade Payables |
2,87,532.90 8,79,635.94 1,186.41 |
2,97,384.69 14,86,412.84 1,04,081.96 |
The audited statement of accounts of USA Branch have not been received till the date of signing the Audit Report of the Company. All original documents are lying with US Office. The value of total transactions is 209.15 Lakhs (31st March, 2024: 204.26 Lakhs) i.e. US$ 247,200 (31st March, 2024: US$ 247,200) as against total turnover of 10,129.44 Lakhs (31st March, 2024: 8,600 Lakhs), i.e. 2.07% (31st March, 2023: 2.38%) which is insignificant, from the materiality point of view.
37 Related party disclosure as required by IND AS 24 are given below
A) Relationships :
Key Managerial Personnel and their relatives
Pravin V Sheth Bhavesh Sheth Soniya P Sheth Rajesh Shukla Mukesh Pandya Krutika Gada Dhwani Sheth
FIBERWEB (INDIA) LIMITED
110
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Enterprise over which Key Managerial Personnel are able to exercise significant control Kunststoffe Industries Limited
Star Developers Private Limited
B) The following transactions were carried out with related parties :
| Particulars | 31 March 2025 | 31 March 2024 |
|---|---|---|
| Compensation to Key Managerial Person Short Term Employee Benefts Mukesh Pandya Krutika Gada Rajesh Shukla Professional fees paid Pravin V Sheth Loan given Kunststofe Industries Limited Mukesh Pandya Loan repaid Kunststofe Industries Limited Mukesh Pandya Rent paid Kunststofe Industries Limited |
18,97,000.00 6,24,600.00 5,23,200.00 36,00,000.00 1,00,00,000.00 3,50,000.00 1,00,00,000.00 2,75,000.00 12,00,000.00 |
18,24,200.00 6,24,600.00 5,23,200.00 36,00,000.00 50,00,000.00 - 50,00,000.00 - 12,00,000.00 |
Director sitting fees are paid during the year which are not considered in the related party transactions.
C) Amount outstanding :
| Particulars | 31 March 2025 | 31 March 2024 |
|---|---|---|
| Payable Kunststofe Industries Limited |
17,30,500.00 | 4,34,500.00 |
38 Debtors and Creditors balances are subject to confirmations from the parties.
- 39 In the opinion of the Board of Directors the Current Assets, Loans & Advances except those shown as doubtful have a value on realization in the ordinary course of business at least equal to the amount at which items are stated in the Balance Sheet.
ANNUAL REPORT 2024-25
111
- 40 Figures of the current year and previous year have been re-grouped / rearranged /reclassified wherever necessary.
As per our report of even date For Akshay Kirtikumar & Associates LLP Chartered Accountants Firm Registration No: 138182W/W100760
For and on behalf of the Board of Directors of Fiberweb (India) Limited
Akshay K. Shah Partner
Membership No.: 155729 UDIN: 25155729BMLEHY7506
Mumbai, 29 May 2025
Pravin V. Sheth Rajesh Shukla Chairman Emeritus & Director CEO & Executive Director DIN: 00138797 DIN:08690226 Krutika Gada Mukesh Pandya Company Secretary CFO ACS No: 56481 Mumbai, 29 May 2025
FIBERWEB (INDIA) LIMITED
112
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FIBERWEB (INDIA) LIMITED
CIN: L25209DD1985PLC004694
Registered office: Airport Road, Kadaiya, Nani Daman, Daman (U.T) 396210 Website: www.fiberwebindia.com Email: [email protected] Tel: 0260-2221458 Fax: 0260-2220758
ATTENDANCE SLIP
Only Shareholders or the Proxies will be allowed to attend the meeting
| D. P. ID* | Folio No. | |||
|---|---|---|---|---|
| Client ID* | No. of Shares held |
I/We hereby record my/our presence at the 40th Annual General Meeting of the Company being held on Thursday, 25th September, 2025 at 9.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman, (U.T.) - 396 210.
Name of the Shareholder(s) 1. ………………………….…….…. 2. ……………………….…………....…. 3. …………………………….
Signature of Shareholder(s) 1. ………………………….…….…. 2. …………………….……………....…. 3. …………………………….
Signature of Proxy holder ………………………………………………………..
*Applicable for Investors holding shares in electronic form. Only Member / Proxy holder can attend the meeting.
Note: Member/ Proxy attending the Meeting must fill-in this attendance slip and hand it over at the entrance of the venue of the Meeting.
==> picture [43 x 39] intentionally omitted <==
~~~~
~~~~
FIBERWEB (INDIA) LIMITED
CIN L25209DD1985PLC004694
Registered office: Airport Road, Kadaiya, Nani Daman, Daman (U.T) 396210 Website: www.fiberwebindia.com Email: [email protected] Tel: 0260-2221458 Fax: 0260-2220758
FORM NO. MGT-11
PROXY FORM
(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)
CIN: L25209DD1985PLC004694
Name of the Company: FIBERWEB (INDIA) LTD.
Registered office: Airport Road, Kadaiya, Nani Daman, Daman (U.T) 396210
Name of the Member(s) Registered Address E-mail ID Folio No/Client Id DP/ ID
I/We, being the member(s) of …………… Shares of the above named Company, hereby appoint:
(1) Name: ..................................................... Address: ........................................................................................ E-mail Id: ..................................................... Signature: .............................................................. or failing him; (2) Name: ..................................................... Address: ........................................................................................ E-mail Id: ..................................................... Signature: .............................................................. or failing him; (3) Name: ..................................................... Address: ........................................................................................ E-mail Id: ..................................................... Signature: ........................................................................................
PROXY FORM
Please provide E-mail ID for quick response, information and communication.
as my/our proxy to attend and vote (on a poll) for me/us and on my/ our behalf at the 40th Annual General Meeting of the Company to be held on Thursday, 25th September, 2025 at 9.00 a.m. at the Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210 and at any adjournment thereof in respect of such resolutions as are indicated below:
Optional*
| Optional* | ||||
|---|---|---|---|---|
| Resolution No. |
Resolution | For | Against | Abstain |
| Ordinary Business 1 To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the fnancial year ended 31st March, 2025 together with the Reports of the Board of Directors and StatutoryAuditor thereon. |
||||
| 2 | To appoint a director in place of Mr. Bhavesh P Sheth (DIN: 02862487) who retires byrotation and beingeligible ofers himself for re-appointment. |
|||
| 3 | To appoint a director in place of Mrs. Soniya P Sheth (DIN: 02658794) who retires byrotation and beingeligible ofers herself for re-appointment. |
|||
Special Business |
||||
| 4 | To appoint Secretarial Auditors of the Company.(OrdinaryResolution) | |||
| 5 | To approve the continuation of Mr. Pravin V. Sheth (DIN: 00138797) as a Chairman Emeritus, Non-Executive, Non-Independent Director of the Company, pursuant to provisions of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015.(Special Resolution) |
Signed this……………… day of ………………2025.
Signature of shareholder (s)……………………..
Signature of Proxy holders (s)…………………..
Affix1 Rupee Revenue Stamp
Notes:
-
(1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.
-
(2) For the Resolution, Statement and Notes please refer to the Notice of the 40th Annual General Meeting.
-
*(3) It is optional to put ‘X’ in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘against’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
-
(4) Please complete all details including details of member(s) in above box before submission.
FIBERWEB (INDIA) LIMITED
==> picture [523 x 291] intentionally omitted <==
Hotel Ocean Inn, Plot No. 20, Devka Beach, Nani Daman (U.T.) - 396 210
Notes
FIBERWEB (INDIA) LIMITED
116
If undelivered please return to: MUFG INTIME INDIA PRIVATE LIMITED Unit : Fiberweb (India) Limited C 101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083