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Directors Report of Fiberweb (India) Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 31st Annual Report and Audited Financial Statements of the Company for the year ended 31st March 2016. The summarized financial results are given below:

SUMMARISED FINANCIAL RESULTS: (Rs. In Lakhs)

2015-16

2014-15

Sales and other Receipts

6500.68

7412.34

Gross Profit / (Loss) before depreciation

1479.43

1027.32

Less: Depreciation

321.46

11.52

Profit from regular Activities

457.13

203.31

Extra ordinary items (Net)

253.29

0

Profit/ (Loss) before and after taxation

710.42

203.31

Balance carried from earlier year

(9938.28)

(10141.59)

Profit available for appropriation

0

0

Balance carried forward to next year

(9227.87)

(9938.27)

BUSINESS OUTLOOK:

During the year under review your Company has recorded good progress. The earlier constraints are overcome by the team work and all out efforts of our executive and workforce resulting in encouraging results. From the regular activities of the Company during this year resulted in Profit of Rs. 457.13 Lacs as against Profit of Rs. 203.31 Lacs. Increase of 125% over last year. Considering extraordinary items the Profit for the year is Rs. 710.41 Lacs. The Earning per share of Rs. 10/- each is Rs. 6.34 (EPS) against last year figure of Rs. 1.85 (EPS). The Company has very healthy order book position. The future outlook for your Company is very bright and promising.

REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985:-

As per the order passed by BIFR (Delhi) dated 20/12/2015 Rehabilitation scheme was approved. The necessary actions as per the order are taken by the Company.

DIVIDEND:

Owing to huge carried forward loss, your Directors do not recommend any dividend.

HEALTH, SAFETY AND ENVIRONMENT

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

The report on Management’s Discussion and Analysis includes observations on health, safety and environment compliances by the Company.

All Plant sites of the Company are environment regulations compliant.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public under chapter V of the Companies Act, 2013 during the period under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

The Company constantly takes effective steps to attain energy conservation.

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

The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Nonwoven Fabrics & products thereof. The Company has earned foreign exchange of Rs.4689.64 lacs during the year, and incurred expenditure of Rs.3117.34 lacs in foreign exchange.

SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:

Your Company’s main business is “Polymer Processing” and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Accounting Standards 17 is not applicable to the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of your Company during the Financial Year ended 31st March, 2016.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31st March, 2016 and the date of this Directors’ Report i.e. 4th August, 2016.

CORPORATE GOVERNANCE:

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures. As per Clause ‘C’ of Schedule V on Annual Report pursuant to Regulations 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has complied with all the provisions of Corporate Governance.

The Company has obtained a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the Listing Regulations. This is annexed to the Directors Report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors’ Appointment

Policy on Directors’ appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

- Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

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

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

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

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in Section 149(6) of the Act and the same has been taken on record by the Board of Directors of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. G. Ravindran and Mr. Bhavesh P. Sheth, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Directors recommend that re-election of Mr. G. Ravindran and Mr. Bhavesh P. Sheth will be in the interest of the Company.

Mr. P. S Krishnan, on completion of his terms of appointment ceased to be a Director of the Company. Mr. P. S. Krishnan, Director liable to retirement by rotation, whose term expired on 31st July, 2015 did not offer himself for re-appointment and accordingly he was not re-appointed as a Director of the Company. He was the Executive Director of the Company since August, 1999 and the Board records its appreciation of his long and valuable services rendered to the Company.

During the year Mr. D. V. Naik resigned from the office of Director on 30th July, 2015. The Board records its appreciation of his long and valuable services rendered to the Company.

The vacancy so caused on the Board of the Company were not filled up.

During the year under review, Your Board of Directors has also appointed Mr. Rajinder Kumar Jain as Additional Director of the Company w.e.f. 12th February, 2016 as per direction given by BIFR Order. The Company has received a notice in writing from a member proposing his candidature for appointment as an Independent Director. Your Directors recommended that re-appointment of Mr. Rajinder Kumar Jain as an Independent Director will be in the interest of the Company.

Mr. Abdullah Ebrahim Chief Financial Officer, resigned on 4th August, 2016 and in his place Mr. P. S. Krishnan has been appointed as Chief Financial Officer of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134(1) (c) of the Companies Act, 2013 and on the basis of explanation and compliance certificate given by the executives of the Company, and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the accounts for the financial period ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2016 on a ‘going concern’ basis.

- The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

- The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD:

Nine meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in the Annual Report.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/ Grievance Committee of Directors, Number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

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

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

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

There were no Material Related party transaction(s) made with the Company’s promoters, Directors, Key Managerial Personnel or their relatives as specified under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for their prior approval. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website: www. fiberwebindia.com.

Since all the transaction with Related Parties entered during the Financial Year 2015-16 by the Company, were in its ordinary course of business and on arm’s length basis FORM AOC- 2 is not applicable to the Company.

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

Particulars of Loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement forming part of this annual report.

INTERNAL FINANCIAL CONTROLS

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

RISK MANAGEMENT:

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

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

VIGIL MECHANISM:

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: www. fiberwebindia.com.

WHISTLE BLOWER MECHANISM

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

CORPORATE SOCIAL RESPONSIBILITY:

The Company has already constituted Corporate Social Responsibility Committee. As per Section 135 of the Companies Act, 2013, the Company needs to spend 2% of Average net profit of last three years on CSR activities. The Average net profit of last three years of Company is negative therefore your Company need not require to spend any amount on CSR Activity.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provision of Section 134(3) (a) and 92(3) of the Companies Act, 2013 read along with Rule 12 of the Companies ((Management & Administration) Rules 2014, an extract of Annual Return as of 31st March 2016 in Form No. MGT-9 is annexed herewith as Annexure I to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules should be provided in the Annual Reports. None of the Company’s employees were covered by the disclosure requirement.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not provided in the Annual Report but will be provided to shareholders on asking for the same.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company’s website.

DEPOSITORY SYSTEM:

Electronic trading of the Company’s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2016, about 92.92% shareholding representing 11704056 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

SUSPENSION OF TRADING:

Trading of the Company suspended in March, 2016 due to Corporate Action for Reduction & Consolidation of Share Capital and Further issue of shares on preferential basis to Promoters and their group and Strategic Investor as per BIFR Order dated 20/10/2015. Listing approval for the same has been received from BSE and Trading approval received w.e.f. 5th May, 2016.

AUDITORS AND AUDITORS’ REPORT:

The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant, Mumbai (Firm Registration No.104314W, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.

The company has received letter from Auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

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

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read along with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Kala Agarwal, Company Secretaries (CP No. 5356) as Secretarial Auditor, for the year ending 31st march, 2016. The Secretarial Audit Report contains Qualifications, Reservation and explanations which are self explanatory.

The Secretarial Auditor has submitted its Report in Form No. MR-3 for the Financial Year ended 31st march, 2016 and the same is set out in “Annexure II”, forming part of this Report.

GENERAL:

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries as it has no subsidiary Company.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board

PRAVIN V. SHETH

Chairman & Managing Director

Place: Daman

Date: 4th August, 2016

Registered Office:

Air Port Road, Kadaiya,

Nani Daman, Daman (U.T.) 396 210

CIN: L25209DD1985PLC004694

e-mail:fiberweb@fiberwebindia.com


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and Audited Accounts of the Company for the 12 months period ended 31st March 2015 (01/04/2014 to 31/03/2015). The summarized financial results are given below:

SUMMARISED FINANCIAL RESULTS: (Rs. In Lakhs)

2014-15 2013-14

Sales and other Receipts 7412.34 6947.43

Gross Profit / (Loss) before depreciation 1027.32 837.39

Less: Depreciation 11.52 226.93

Profit from regular Activities 203.31 (73.29)

Extra ordinary items (Net) 0 (1.12)

Profit/ (Loss) before and after taxation 203.31 (74.41)

Balance carried from earlier year (10141.59) (10067.17)

Profit available for appropriation 0 0

Balance carried forward to next year (9938.27) (10141.59)

OPERATION:

During the 12 months period, April 2014 to March 2015 under review, your Company recorded a turnover of Rs 74.12 crores compared to Rs 69.47 crores during the previous period of 12 months. The last 12 months period witnessed economic recession in all the countries especially in the developed countries where our products are widely exported. The regular activities of the Company during this period resulted in a Profit of Rs 203.31 lacs as against loss of Rs 73.29 lacs last year. Your company is 100% EOU facing various constraints like wide fluctuation in polymer (our R.M.) prices, steep increase in ocean freight at regular intervals, RBI/Govt. policy etc. There is no support or incentive from Govt. for increasing exports. Inspite of all odds the working result of your company is encouraging. Your company is not having banking facilities which also restricts flexibility. The future outlook for the Company is encouraging.

REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985:-

Pursuant to an Order dated 18/1/2007 of the Hon'ble Bench of BIFR, the Company was declared as a sick industry and IDBI was appointed as the Operating Agency. A draft Rehabilitation Scheme has been prepared and submitted. Under the Scheme One Time Settlement of Dues with financial institutions and bankers have been envisaged. Accordingly the Company has settled and paid all its dues of IDBI, Corporation Bank and BOI Mutual Fund and the Administrator of the specified undertaking of UTI, the BHF Bank, UTI (MF) and Canara Bank. The Company is hopeful that Draft Rehabilitation Scheme will be approved by the BIFR soon, which when implemented will result in profitable revival of the Company.

DIVIDEND:

Owing to huge carried forward loss, your Directors do not recommend any dividend.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits from the Public under chapter V of the Companies Act, 2013 during the period under review.

ENVIRONMENTAL PROTECTION AND INSURANCE:

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company constantly takes effective steps to attain energy conservation.

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

The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Non woven Fabrics & products thereof. The Company has earned foreign exchange of Rs. 4088.71 lacs during the year, and incurred expenditure of Rs.3310.20 lacs in foreign exchange.

SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:

Your Company's main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Accounting Standards 17 is not applicable to the Company.

CORPORATE GOVERNANCE:

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures.

The Company has obtained a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges. This is annexed to the Directors Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

(including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration for Directors, Key Managerial Personnel and other employees)

Policy on Directors' Appointment

Policy on Directors' appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchange and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that -

* Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

* Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

* For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

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

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The results of the evaluation is satisfactory and adequate and meets the requirement of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. G. Ravindran and Mr. Bhavesh Sheth, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Directors recommend that re-election of Mr. G. Ravindran and Mr. Bhavesh Sheth will be in the interest of the Company.

During the year under review, Your Board of Directors has appointed Mrs. Soniya P Sheth as Additional Director w.e.f. 30th March, 2015 and she shall hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing her candidature for appointment as a Director (Non Executive and Non- Independent) to comply the provisions of the Act and Listing requirement of Woman Director on the Board.

Mr. P. S Krishnan on completion of his terms of appointment ceased to be a Director of the Company. Mr. P S. Krishnan, Director liable to retirement by rotation, whose term expired on 31st July, 2015 did not offer himself for re-appointment and accordingly he was not re-appointed as a Director of the Company. He was the Executive Director of the Company since August 1999 and the Board records its appreciation of his long and valuable services rendered to the Company.

During the year Mr. D. V. Naik resigned from the office of Director on 30th July, 2015. The Board records its appreciation of his long and valuable services rendered to the Company.

The vacancy so caused on the Board of the Company were not filled up.

During the year under review, Your Board of Directors has re-appointed Mr. Pravin V. Sheth as Chairman and Managing Director of the Company subject to approval of members at the ensuing Annual General Meeting.

In terms of the Articles of Association of the Company, Mr. C. A. Rege, Mr. Bhadresh Shah and Mr. Gopalji M. Rana, Directors retire at the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing Mr. C. A. Rege, Mr. Bhadresh Shah and Mr. Gopalji M. Rana, for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

During the year under review, Your Board of Directors has also appointed Mr. Abdullah Ebrahim

as Chief Financial Officer of the Company w.e.f. 1st December, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

* That in the preparation of the accounts for the financial period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

* That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* That the Directors have prepared the annual accounts for the financial period ended 31st March, 2015 on a 'going concern' basis.

* The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

* The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance in the Annual Report.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/ Grievance Committee of Directors, Number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of the report.

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

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY :

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

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

Particulars of Loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement forming part of this annual report.

RISK MANAGEMENT:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the board in (a) Overseeing and approving the Company's risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

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

VIGIL MECHANISM:

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

CORPORATE SOCIAL RESPONSIBILITY :

The Company has already constituted Corporate Social Responsibility Committee. As per Section 135 of the Companies Act, 2013, the Company needs to spend 2% of Average net profit of last three years on CSR activities. The Average net profit of last three years of Company is negative therefore your Company need not require to spend any amount on CSR Activity.

EXTRACT OF ANNUAL RETURN :

Extract of Annual Return of the Company is annexed herewith as Annexure II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES :

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure I.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website.

DEPOSITORY SYSTEM :

Electronic trading of the Company's Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2015, about 86.27% share holding representing 94,83,574 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

AUDITORS AND AUDITORS' REPORT :

The retiring Auditor, M/s. A.V. Jobanputra & Co., Chartered Accountant, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.

The company has received letter from auditor to the effect that his re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Company has received intimation from statutory auditor M/s. P M. Turakhia & Associates, Chartered Accountants (Registration No. 111086W), about their unwillingness for re-appointment as statutory auditor of the Company for the coming Financial Year at ensuing AGM due to regulatory requirement.

In terms of Sec.139(2) of the Companies Act, 2013, No auditor shall be appointed for more than two terms of five consecutive years. Further provided that every company existing on or before the commencement of this Act which is required to comply with provision of this sub-section shall comply with this requirement within three years from the date of commencement of this Act. M/s. P M. Turakhia & Associates, Chartered Accountants (Registration No. 111086W) have already completed the above mentioned tenure hence shown their unwillingness to continue as statutory auditor for the coming financial year. Since the Company has M/s A. V. Jobanputra & Company Chartered Accountant (Registration No. 104314W) as statutory Auditors, it does not require to fill vacancy caused by other Auditors M/s P. M. Turakhia & Associates.

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

SECRETARIAL AUDITOR :

The Board has appointed M/s. Sarita Lakhotiya & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith and forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

GENERAL:

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

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

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

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

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

REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreements) the Cash Flow Statement for the year ended 31.03.2015 is annexed to the Accounts.

ACKNOWLEDGEMENT

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

For and on behalf of the Board

PRAVIN V. SHETH Chairman & Managing Director Place: Daman Date: 30th July, 2015

Registered Office:

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


Mar 31, 2014

Dear Member,

The Directors have pleasure in presenting the 29th Annual Report and Audited Accounts of the Company for the 12 months period ended 31st March 2014(01.04.2013 to 31.03.2014). The summarized financial results are given below:

01. SUMMARISED FINANCIAL RESULTS:

(Rs. In Lakhs)

2013-14 2012-13

Sales and other Receipts 6947.43 5436.87

Gross Profit / (Loss) before depreciation 837.39 792.27

Less: Depreciation 226.93 224.05

Profit from regular Activities (73.29) 5.66

Extra ordinary items (Net) (1.12) (97.00)

Profit/ (Loss) before and after taxation (74.41) (91.34)

Balance carried from earlier year (10067.17) (9975.83)

Profit available for appropriation 0 0

Balance carried forward to next year (10141.59) (10067.17)

02. OPERATIONS:

During the 12 months period, April 2013 to March 2014 under review, your Company recorded a turnover of Rs 69.47 crores compared to Rs 54.37 crores during the previous period of 12 months. The last 12 months period witnessed economic recession in all the countries especially in the developed countries where our products are widely exported. The regular activities of the Company during this period resulted in a loss of Rs 73.29 lacs as against profit of Rs 5.66 lacs last year. Your company is 100% EOU facing various constraints like wide fluctuation in polymer (our R.M.) prices, steep increase in ocean freight at regular intervals, RBI/Govt. policy etc. There is no support or incentive from Govt. for increasing exports. Inspite of all odds the working result of your company is encouraging. Your company is not having banking facilities which also restricts flexibility. The future outlook for the Company is encouraging.

03. REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985:-

Pursuant to an Order dated 18/1/2007 of the Hon''ble Bench of BIFR, the Company was declared as a sick industry and IDBI was appointed as the Operating Agency. A draft Rehabilitation Scheme has been prepared and submitted. Under the Scheme One Time Settlement of Dues with financial institutions and bankers have been envisaged. Accordingly the Company has settled and paid all its dues of IDBI, Corporation Bank and BOI Mutual Fund and the Administrator of the specified undertaking of UTI, the BHF Bank, UTI (MF) and Canara Bank. The Company is hopeful that Draft Rehabilitation Scheme will be approved by the BIFR soon, which when implemented will result in profitable revival of the Company.

04. DIVIDEND:

Owing to huge carried forward loss, your Directors do not recommend any dividend.

05. FIXED DEPOSITS:

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Company constantly takes effective steps to attain energy conservation.

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

The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Nonwoven Fabrics & products thereof. The Company has earned foreign exchange of Rs. 3931.72 lacs during the year, and incurred expenditure of Rs.3268.34 lacs in foreign exchange.

07. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:

Your Company''s main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Accounting Standards 17 is not applicable to the Company.

08. CORPORATE GOVERNANCE

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures.

The Company has obtained a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges. This is annexed to the Directors Report

09. DIRECTORATE:

Mr. Pravin V. Sheth Mg. Director, Mr. P. S. Krishnan Executive Director & Mr. Bhavesh Sheth retire by rotation and being eligible offer themselves for reappointment. Your Directors recommend that re-election of Mr. Pravin V. Sheth, Mr. P.S.Krishnan & Mr. Bhavesh Sheth will be in the interest of the Company.

Further Mr. K.I. Jos and Mr. D. V. Naik have been appointed as Independent Directors of the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

* That in the preparation of the accounts for the financial period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

* That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

* That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

* That the Directors have prepared the annual accounts for the financial period ended 31st March, 2014 on a ''going concern'' basis.

11. DEPOSITORY SYSTEM:

Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2014, about 86.13 % share holding representing 94,68,721 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

12. ENVIRONMENTAL PROTECTION & INSURANCE:

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

13. AUDITORS:

The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 139 of the Companies Act, 2013, their appointment needs to be confirmed and their remuneration has to be fixed.

The Company has decided to appoint A.V. Jobanputra & Co. Chartered Accountants, Mumbai as Joint Statutory Auditor of the Company in addition to existing statutory Auditor of the company to hold office till the conclusion of next Annual General Meeting.

The company has received letters from both of them to the effect that their re-appointment/ appointment respectively, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment/appointment respectively.

14. AUDITORS'' REPORT:

The notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation.

15. AUDIT COMMITTEE:

As required by the provisions of Section 177 of the Companies Act, 2013, the Board of Directors of the company at their meeting held on 30th January 2012 had reconstituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. C. A. Rege and Mr. K. I. Jos.

16. PARTICULARS OF EMPLOYEES:

None of the Company''s employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under.

17. REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreement/(s) the Cash Flow Statement for the year ended 31.03.2014 is annexed to the Accounts.

18. ACKNOWLEDGEMENT

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

On behalf of the Board

PRAVIN V. SHETH Chairman & Managing Director

Place: Daman Date: 30th July, 2014 Registered Office: Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210 CIN: L25209DD1985PLC004694 e-mail: fiberweb@fiberwebindia.com


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 28th Annual Report and Audited Accounts of the Company for the 12 months period ended 31st March 2013(01.04.2012 to 31.03.2013). The summarized fnancial results are given below:

01. SUMMARISED FINANCIAL RESULTS:

(Rs. in lakhs)

2012-13 2011-12

Sales and other Receipts 5436.87 4665.31

Gross Profits / (Loss) before depreciation 229.71 371.46

Less: Depreciation 224.05 123.09

Profit from regular Activities 5.66 248.37

Extra ordinary items (Net) (97.00) 6.88

Profit/ (Loss) before and after taxation (91.34) 255.25

Balance carried from earlier year (9975.83) (10231.08

Profit available for appropriation 0 0

Balance carried forward to next year (10067.17) (9975.83)

02. OPERATIONS:

During the 12 months period, April 2012 to March 2013 under review, your Company recorded a turnover of Rs 54.36 crores compared to Rs 46.65 crores during the previous period of 12 months. The last 12 months period witnessed economic recession in all the countries especially in the developed countries where our products are widely exported. The regular activities of the Company during this period resulted in a proft of Rs 5.66 lacs as against proft of Rs 248.37 lacs last year. Your company is 100% EOU facing various constraints like wide fuctuation in polymer (our R.M.) prices, steep increase in ocean freight at regular intervals, RBI/Govt. policy etc. There is no support or incentive from Govt. for increasing exports. Inspite of all odds the working result of your company is encouraging. The downward trend of the effects of economic recession has slowed down and it is expected that the economies of the affected countries will improve in the next six months and the activities of the Company will be proftable. Your company is not having banking facilities which also restricts fexibility.

03. REFERENCE UNDER SICK INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985:-

Pursuant to an Order dated 18/1/2007 of the Hon''ble Bench of BIFR, the Company was declared as a sick industry and IDBI was appointed as the Operating Agency. A draft Rehabilitation Scheme has been prepared and submitted. Under the Scheme One Time Settlement of Dues with fnancial institutions and bankers have been envisaged. Accordingly the Company has settled and paid all its dues including the dues of IDBI, Corporation Bank and BOI Mutual Fund and the Administrator of the specifed undertaking of UTI, the BHF Bank, UTI (MF) and Canara Bank. The Company is hopeful that Draft Rehabilitation Scheme will be approved by the BIFR soon, which when implemented will result in proftable revival of the Company.

04. DIVIDEND:

Owing to huge carried forward loss, your Directors do not recommend any dividend.

05. FIXED DEPOSITS:

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company constantly takes effective steps to attain energy conservation.

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

The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Nonwoven Fabrics & products thereof. The Company has earned foreign exchange of Rs.2951.52 lacs during the year, and incurred expenditure of Rs.2455.49 lacs in foreign exchange.

07. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17:

Your Company''s main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defned in Accounting Standards 17 is not applicable to the Company.

08. CORPORATE GOVERNANCE:

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures.

The Company has obtained a Certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges. This is annexed to the Directors Report

09. DIRECTORATE:

Mr. Bhadresh H. Shah, Mr. Gopalji M. Rana and Mr. C.A. Rege retire by rotation and being eligible offer themselves for reappointment. Your Directors recommend that re-election of Mr. Bhadresh H. Shah, Mr. Gopalji M. Rana and Mr. C.A. Rege will be in the interest of the Company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed:

- That in the preparation of the accounts for the financial period ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial period and of the proft or loss of the Company for the period under review;

- That the Directors have taken proper and suffcient care for the maintenance of adequate accounting

records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the fnancial period ended 31st March, 2013 on a ''going concern'' basis.

11. DEPOSITORY SYSTEM:

Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2013, about 86.05 % share holding representing 94,59,568 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

12. ENVIRONMENTAL PROTECTION & INSURANCE:

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

13. AUDITORS:

The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 224A of the Companies Act, 1956, their appointment needs to be confrmed and their remuneration has to be fxed.

14. AUDITORS'' REPORT:

The notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

15. AUDIT COMMITTEE:

As required by the provisions of Section 292 A of the Companies Act, 1956, the Board of Directors of the company at their meeting held on 30th January 2012 had reconstituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. C. A. Rege and Mr. K. I. Jos.

16. PARTICULARS OF EMPLOYEES:

None of the Company''s employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under.

17. REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreements) the Cash Flow Statement for the year ended 31.03.2013 is annexed to the Accounts.

18. ACKNOWLEDGEMENT:

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

On behalf of the Board

pRAVin V. SHetH

Chairman & Managing Director

Place: Daman

Date: 30th July, 2013

Registered Offce:

Air Port Road, Kadaiya,

Nani Daman, Daman (U.T.) 396 210


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the 27th Annual Report and Audited Accounts of the Company for the 12 months period ended 31st March 2012(01.04.2011 to 31.03.2012). The summarized financial results are given below:

01. SUMMARISED FINANCIAL RESULTS:

(Rs. In lakhs)

2011-12 2010-11

Sales and other Receipts 4665.31 4682.48

Gross Profit / (Loss) before 371.46 203.77 depreciation

Less: Depreciation 123.09 135.05

Profit from regular Activities 248.37 68.72

Extra ordinary items (Net) 6.88 (3952.34)

]Profit/ (Loss) before and 255.25 (3883.62) after taxation

Balance carried from (10231.08) (6347.46) earlier year

Profit available for appropriation 0 0

Balance carried forward (9975.83) (10231.08) to next year

02. OPERATIONS :

During the 12 months period, April 2011 to March 2012 under review, your Company recorded a turnover of Rs 46.65 crores compared to Rs 46.82 crores during the previous period of 12 months. The last 12 months period witnessed economic recession in all the countries especially in the developed countries where our products are widely exported. The regular activities of the Company during this period resulted in a profit of Rs 248.37 lacs as against profit of Rs 68.72 lacs last year. Your company is 100% EOU facing various constraints like wide fluctuation in polymer (our R.M.) prices, steep increase in ocean freight at regular intervals, RBI policy etc. There is no support from Govt. for increasing exports. Inspite of all odds the working result of your company is quite encouraging. The downward trend of the effects of economic recession has slowed down and it is expected that the economies of the affected countries will improve in the next six months and the activities of the Company will be profitable, your company is not having banking facilities which also restricts flexibility.

03. REFERENCE UNDER SICK

INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985 :-

Pursuant to an Order dated 18/1/2007 of the Hon''ble Bench of BIFR, the Company was declared as a sick industry and IDBI was appointed as the Operating Agency. A draft Rehabilitation Scheme has been prepared and submitted. Under the Scheme One Time Settlement of Dues with financial institutions and bankers have been envisaged. Accordingly the Company has settled and paid 98% of its total dues including the dues of IDBI, Corporation Bank and BOI Mutual Fund and the Administrator of the specified undertaking of UTI, the BHF Bank and UTI (MF). Only one unsecured creditor of 2%of Debts, Canara Bank, has to fall in line with other creditors as advised by BIFR. The Company is hopeful that Draft Rehabilitation Scheme will be approved by the BIFR soon, which when implemented will result in profitable revival of the Company.

04. DIVIDEND :

Owing to huge carried forward loss, your Directors do not recommend any dividend.

05. FIXED DEPOSITS :

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :

The Company constantly takes effective steps to attain energy conservation.

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

The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Nonwoven Fabrics & products thereof. The Company has earned foreign exchange of Rs.267.03 lacs during the year, and incurred expenditure of Rs.171.99 lacs in foreign exchange.

07. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17 :

Your Company''s main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defined in Accounting Standards 17 is not applicable to the Company.

08. CORPORATE GOVERNANCE :

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures.

The Company has obtained a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges. This is annexed to the Directors Report.

09. DIRECTORATE :

Mr. Bhavesh P. Sheth and Mr. Dileep V. Naik retire by rotation and being eligible offer themselves for reappointment.Your Directors recommend that re-election of Mr. Bhavesh P. Sheth and Mr. Dileep V. Naik will be in the interest of the Company.

Mr. Jos K. I. was appointed as an additional Director of the company on 31-10-2011 and he hold office till the date of this Annual General Meeting and being eligible offers himself for re- election and your Directors recommend that he should be appointed as Director in the interest of the company.

10. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

- That in the preparation of the accounts for the financial period ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2012 on a ''going concern'' basis.

11. DEPOSITORY SYSTEM :

Electronic trading of the Company''s Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2012, about 85.92 % share holding representing 9445188 Equity Shares of the Company have been dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

12. ENVIRONMENTAL PROTECTION & INSURANCE :

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

13. AUDITORS :

The retiring Auditors, M/s P.M. Turakhia & Associates, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 224A of the Companies Act, 1956, their appointment needs to be confirmed and their remuneration has to be fixed.

14. AUDITORS'' REPORT :

The notes to the Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

15. AUDIT COMMITTEE :

As required by the provisions of Section 292 A of the Companies Act, 1956, and as a consequence of the ceasation of Directorship of Mr. J. B. Patel the Board of Directors of the Company at their meeting held on 30th January 2012 had reconstituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. C. A. Rege and Mr. K. I. Jos.

16. PARTICULARS OF EMPLOYEES :

None of the Company''s employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under.

17. REGULATORY STATEMENT :

In conformity with the provisions of clause 32 of the Listing Agreement/(s) the Cash Flow Statement for the year ended 31.03.2012 is annexed to the Accounts.

18. ACKNOWLEDGEMENT :

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

On behalf of the Board

PRAVIN V. SHETH

Chairman & Managing Director

Place: Daman

Date: 30th July, 2012

Registered Office:

Air Port Road, Kadaiya,

Nani Daman, Daman (U.T.) 396 210


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report and Audited Accounts of the Company for the 12 months period ended 31st March 2011,(01.04.2010 to 31.03.2011). The summarized financial results are given below :

01. SUMMARISED FINANCIAL RESULTS:

(Rs. In lakhs)

2010-11 2009-10

Sales 4682.48 3129.13

Gross Profit / (Loss) before 203.77 216.57 depreciation

Less: Depreciation 135.05 176.43

Profit from regular Activities 68.72 40.14

Extra ordinary items (3952.34) 0

Profit/ (Loss) before and (3883.62) 40.14 after taxation

Balance carried from (6347.46) (6387.60) earlier year

Profit available for appropriation 0 0

Balance carried forward to (10231.08) (6347.46) next year

02. OPERATIONS:

During the 12 months period, April 2010 to March 2011 under review, your Company recorded a turnover of Rs.46.82 crores compared to Rs.31.29 crores during the previous period of 12 months. The last 12 months period witnessed deep economic recession in all the countries especially in the developed countries where our products are widely exported. The regular activities of the Company during this period resulted in a Profit of Rs.68.72 lacs as against profit of Rs.40.14 lacs last year. However considering extraordinary items the loss for the period amounted to Rs.38.84 crores. The downward trend of the effects of economic recession has slowed down and it is expected that the economies of the affected countries will improve in the next six months. We are hopeful that with the consequent increase in demand the activities of the Company will be Profitable.

03.REFERENCE UNDER SICK

INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) Act 1985

Pursuant to an Order dated 18/1/2007 of the Hon'ble Bench of BIFR, the Company was declared as a sick industry and IDBI, New Delhi was appointed as the Operating Agency, A draft Rehabilitation Scheme has been prepared and submitted. Under the Scheme One Time Settlement of Dues with financial institutions and bankers have been envisaged. Accordingly the Company has settled and paid the dues of IDBI, Corporation Bank and BOI Mutual Fund and the Administrator of the specified undertaking of UTI, the BHF Bank and UTI (MF). The Company is hopeful that Draft Rehabilitation Scheme will be approved by the BIFR soon, which when implemented will result in Profitable revival of the Company.

04. DIVIDEND:

Owing to huge carried forward loss, your Directors do not recommend any dividend.

05. FIXED DEPOSITS :

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Company constantly takes effective steps to attain energy conservation.

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

The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Nonwoven Fabrics & products thereof. The Company has earned foreign exchange of Rs.3000.57 lacs during the year, and incurred expenditure of Rs.3032.27 lacs in foreign exchange.

07. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17 :

Your Company's main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and hence, the segment wise reporting as defend in Accounting Standards 17 is not applicable to the Company.

08. CORPORATE GOVERNANCE

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures.

The Company has obtained a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate governance as stipulated in the Listing Agreement with the Stock Exchanges. This is annexed to the Directors Report

09. DIRECTORATE :

Mr. J. R. Patel and Mr. C. A. Rege retire by rotation and being eligible offer themselves for reappointment. Your Directors recommend that re-election of Mr. J. R. Patel and Mr. C.A.Rege will be in the interest of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

- That in the preparation of the accounts for the financial period ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the Profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2011 on a 'going concern' basis.

11. DEPOSITARY SYSTEM:

Electronic trading of the Company's Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2011, about 81.24 % share holding representing 8931010 Equity Shares of the Company have been Dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

12. ENVIRONMENTAL PROTECTION & INSURANCE:

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

13. AUDITORS :

The retiring Auditors, M/s P.M. Turakhia & Company, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 224A of the Companies Act, 1956, their appointment needs to be confirmed and their remuneration has to be fixed.

14. AUDITORS REPORT :

The notes to the Accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

15. AUDIT COMMITTEE :

As required by the provisions of Section 292 A of the Companies Act, 1956, and as a consequence of the cessation of Directorship of Mrs. Vilina P. Sheth the Board of Directors of the Company at their meeting held on 5th March 2010 had reconstituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. J. B. Patel and Mr. C. A. Rege.

16. PARTICULARS OF EMPLOYEES :

None of the Company's employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under.

17. REGULATORY STATEMENT :

In conformity with the provisions of clause 32 of the Listing Agreement/(s) the Cash Flow Statement for the year ended 31.03.2011 is annexed to the Accounts.

18. SHIFTING OF REGISTERED OFFICE TO DAMAN :

As per Section 192A (2) of the Companies Act, 1956, Consent of the Members by passing a Special Resolution under Section 17 of the Companies Act, 1956 by means of voting by Postal Ballot to shift the Registered Office of the Company form Vapi , Gujarat to the Union Territory of Daman & Diu for for economical and efficient working was obtained and the Registered office of the Company was shifted from Vapi to Daman vide Order dated 6th April 2011 of Registrar of Companies Goa, Daman and Diu.

19. ACKNOWLEDGEMENT :

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

On behalf of the Board

PRAVIN V. SHETH

Chairman & Managing Director

Place: Daman

Date : 28th July, 2011

Registered Office: Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210


Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report and Audited Accounts of the Company for the 12 months period ended 31st March 2010,(01.04.2009 to 31.03.2010). The summarized financial results are given below:

01. SUMMARISED FINANCIAL RESULTS :

(Rs. In Lakhs)

2009-10 2008-09

Sales and other Receipts 3127.54 4015.39

Gross Profit / (Loss) before 216.57 (104.63) depreciation Less : Depreciation 176.46 303.71

Loss from regular Activites 40.11 (408.35)

Extra ordinary items

Revaluation of Assets 0.00 3853.27

Net Profitf(Loss) before 40.11 3444.91

taxation Balance carried from 6387.60 (9832.51)

earlier year Profit available for appropriation Balance carried forward to (6347.49) (6387.60) next year



02. OPERATIONS :

During the 12 months period, April 2009 to March 2010 under review, your Company recorded a turnover of Rs.31.27 crores compared to Rs.40.15 crores during the previous period of 15 months. The last 12 months period witnessed deep economic recession in all the countries especially in the developed countries where our products are widely exported. The regular activities of the Company during this period resulted in a modest profit of Rs.40.11 lakhs. The downward trend of the effects of economic recession has slowed down and it is expected that the economies of the affected countries will improve in the next six months. We are hopeful that with the consequent increase in demand the activities of the Company will be profitable.

03. REFERENCE UNDER SICK

INDUSTRIAL COMPANIES (SPECIAL PROVISIONS) ACT 1985 :

Pursuant to an Order dated 18/1/2007 of the Honble Bench of BIFR, the Company was declared as a sick industry and IDBI, New Delhi was appointed as the Operating Agency, A draft Rehabilitation Scheme has been prepared and submitted. Under the Scheme One Time Settlement of Dues with financial institutions and bankers have been envisaged. Accordingly the Company has settled and paid the dues of IDBI, Corporation Bank and BOI Mutual Fund and the Administrator of the specified undertaking of UTI. The BHF Bank and UTI (MF) have agreed to accept the One Time Settlement amount offered by the Company. Efforts are being made to get the approval of other creditors and bankers to accept the OTS offer. The Company is hopeful that Draft Rehabilitation Scheme will be approved by the BIFR, which when implemented will result in profitable revival of the Company.

04. DIVIDEND:

Owing to huge carried forward loss, your Directors do not recommend any dividend.

05. FIXED DEPOSITS :

The Company has not accepted any deposits from the Public within the meaning of Section 58 A of the Companies Act, 1956 during the period under review.

06. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Company constantly takes effective steps to attain energy conservation.

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

The Company is the leading manufacturer and exporter of Spun Bond Polypropylene Nonwoven Fabrics & products thereof. The Company has earned foreign exchange of Rs. 1908.66 lacs during the year, and incurred expenditure.

07. SEGMENT REPORTING UNDER ACCOUNTING STANDARDS 17 :

Your Companys main business is "Polymer Processing" and all other activities of the company revolve around this main business. As such there are no separate reportable segments within the Company and Hence, the segment wise reporting as defined in Accounting Standards 17 is not applicable to the Company.

08. CORPORATE GOVERNANCE

Your Company has always been conducting its business with due compliance of laws, rules, regulations and with sound internal control systems and procedures.

The Company has obtained a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges. This is annexed to the Directors Report

09. DIRECTORATE :

Mr. B.H. Shah and Mr. Gopalji M. Rana retire by rotation and being eligible offer themselves for reappointment. Your Directors recommend that re-election of Mr. B. H. Shah and Mr. Gopalji M. Rana will be in the interest of the Company.

Mr. Bhavesh P. Sheth was appointed as the Additional Director of the Company on 30th January 2010 and Mr. Bhavesh P. Sheth will hold office up to the Annual General Meeting and being eligible offers himself for reappointment. Your Directors recommend reappointment of Mr. Bhavesh P. Sheth.

On 9th February 2010 Mrs. Vilina P. Sheth, Executive Director and wife of Mr. Pravin V. Sheth Chairman & Mg. Director of the Company passed away in a tragic accident. During her tenure as Executive Director of the Company she had looked after the Marketing functions of the Company and your Directors record their deep sense of loss in her untimely and sad demise.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

- That in the preparation of the accounts for the financial period ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors have prepared the annual accounts for the financial period ended 31st March, 2010 on a going concern basis.

11. DEPOSITORY SYSTEM :

Electronic trading of the Companys Equity Shares has been made compulsory by the Securities & Exchange Board of India (SEBI) from 30th October, 2000. As on 31st March, 2010, about 80.93 % share holding representing 8896175 Equity Shares of the Company have been Dematerialized. Your Company has executed agreements with both NSDL and CDSL for demat of its shares.

12. ENVIRONMENTAL PROTECTION & INSURANCE:

Top priority continues to be given to environmental protection for all the units of the Company by keeping emission levels to the minimum possible. Adequate Insurance cover has been taken for properties of the Company including Buildings, Plant & Machineries, Stocks and other assets.

13. AUDITORS:

The retiring Auditors, M/s P.M. Turakhia & Company, Chartered Accountants, Mumbai, are eligible for re-appointment and have indicated their willingness to act as such. In terms of Section 224A of the Companies Act, 1956, their appointment needs to be confirmed and their remuneration has to be fixed.

14. AUDITORS REPORT:

The notes to the Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

15. AUDIT COMMITTEE :

As required by the provisions of Section 292 A of the Companies Act, 1956, and as a consequence of the ceasation of Directorship of Mrs. Vilina P. Sheth, the Board of Directors of the Company at their meeting held on 5th March 2010 had reconstituted an Audit Committee comprising of three Non-Executive Directors viz. Mr. Bhadresh H. Shah, Mr. J. B. Patel and Mr. C. A. Rege.

16. PARTICULARS OF EMPLOYEES :

None of the Companys employees were covered by the disclosure requirement pursuant to provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under.

17. REGULATORY STATEMENT:

In conformity with the provisions of clause 32 of the Listing Agreements) the Cash Flow Statement for the year ended 31.03.2010 is annexed to the Accounts.

18. SHIFTING OF REGISTERED OFFICE TO DAMAN

As per Section 192A (2) OF THE Companies Act, 1956, Consent of the Members by passing a Special Resolution under Section 17 of the Companies Act, 1956 by means of voting by Postal Ballot to shift the Registered Office of the Company form Vapi , Gujarat to the Union Territory of Daman & Diu for for economical and efficient working is required for which the necessary notice , ballot paper and self addressed envelope are being sent separately to the shareholders.

19. ACKNOWLEDGEMENT

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

On behalf of the Board

PRAVIN V. SHETH

Chairman & Managing Director

Place : Daman

Date :30th July, 2010

Registered Office:

Amee Co-op. Hsg. Society Ltd.

Ground Floor, G.I.D.C.,

Vapi - 396 195,Dist. Valsad, Gujarat

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