REPORT ON CORPORATE GOVERNANCE
This report on Corporate Governance forms part of the Directors Report. This section besides being in compliance of the mandatory listing agreement requirement gives an insight into the process of functioning of the Company.
Company's Philosophy on Code of Corporate Governance
? To adopt internal and external measures to increase the level of transparency and accountability.
? To demonstrate to stakeholders that the Company is following right governance practices.
? To lead the Company towards high growth path of higher profits and revenue.
? To respect the laws of the land and rights of stakeholders and to get respect from all concerned.
? To uphold at all times fundamental values of accountability, probity and transparency in all areas of its operations and business practices.
Board of Directors
> Composition of Board of Directors
The Board of Directors comprises of ten members, consisting of seven Non-Executive Directors as per the listing agreement. The Board of Directors of the Company consists of eminent persons with considerable professional experience and expertise in respective fields. The composition is as under
Mr.Pravin V. Sheth Age: 76 years, Qualification: B.Com. LL.B.,F.C.A. Practicing Chartered Accountant , Nature of expertise: Expert in field of Finance, Mangment, Accounting, Auditing, Taxation and Law. Having good knowledge about plastic industries for last 27 years. Name of the Companies in which also holds directorship: 1) Fiberweb (India) Ltd. 2) Bharat Capital & Holdings Ltd. 3) M/s.Sun Properties P. Ltd., 4) M/s. Star Developers P. Ltd., 5) M/s. Parijat Pvt. Ltd., 6) M/s. Sun Capital & Consultancy P. Ltd. 7) Gayatri Pipes & Fittings Pvt. Ltd. Name of companies in which he holds Membership/chairmanship: Chairman & Managing Director of Fiberweb (India) Ltd.
Mr. Ravindran Gopalan Age: 63 years. Qualification: B. Tech. & MBA Finance. Name of the Companies in which he also hold Directorship: None other than Fiberweb (India) Ltd. Name of the companies in which he also hold Membership/Chairmanship: None
Mr. Bhavesh P. Sheth (N.R.I.) Age: 52 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) Sun Capital & Consultancy Pvt. Ltd 2) Sun Properties Pvt. Ltd. 3) Star Dev. Pvt. Ltd., 4) Fiberweb (India) Ltd. Name of the Companies in which he also hold Membership/Chairmanship: None. He is son of Managing Director Mr. Pravin V. Sheth.
Mr. Jos K. I. Age: 64 years. Qualification: B. Com, M.B.A. Nature of expertise: Retired CEO of Johnson & Johnson India Ltd. Name of the Companies in which he also holds Directorship: 1) Fiberweb (India) Ltd., 2) AM Hygiene (International) Pvt. Ltd. Name of the Companies in which he also hold Membership/Chairmanship: Member of share transfer cum stakeholder relations committee and Audit committee of Fiberweb (India) Ltd.
Mr. Bhadresh H. Shah Age: 62 years. Qualification: B. E. Bachelor of Engineering, Nature of expertise: Civil & Plastic Engineering, Name of the Companies in which he also holds Directorship: None other than Fiberweb (India) Ltd., Name of the Companies in which he also holds Membership/Chairmanship: Chairman of share transfer cum stakeholder relations committee and Audit committee of Fiberweb (India) Ltd.
Mr. G. M. Rana Age: 73 years Qualification: B.E. Bachelor of Engineering, M.B.A. Nature of expertise: Management &Marketing, Name of the companies in which he also holds Directorship: None. Name of companies in which he holds Membership/ Chairmanship: None.
Mr. C. A. Rege Age: 51 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 also hold Directorship: AM Hygiene (International) Pvt. Ltd. Name of the companies in which he also hold Membership/Chairmanship: Member of share transfer cum stakeholder relations Committee and Audit Committee of Fiberweb (India) Ltd.
Mrs. Soniya P. Sheth Age: 30 years, Qualification: 12th Passed, 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) Kunststoffe Industries Ltd. 2) M/s. Stallion Breweries Ltd. 3) Chemical & Alkali Distributors Ltd., 4) M/s. Bharat Capital & Holdings Ltd., 5) M/s Gayatri Pipes & Fittings Pvt. Ltd. 6) Fiberweb (India) Ltd.
Meeting of Independent Directors and Attendance Record
Independent Directors to meet atleast once in a year to deal with matters listed out in Schedule IV and clause 49 of the Listing Agreement which inter-alia includes, review the performance of non-independent directors, chairman and the Board as a whole and assess quality and quantity of flow of information to perform the duties by the Board of Directors.
The Board of Directors has constituted an Audit Committee of Directors and empowered the Committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time), items specified in Clause 49 of the Listing Agreement under the head role of audit committee (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors.
The Committee in addition to other business, reviews the quarterly (unaudited) financial results, annual financial statements, audit reports, before submitting to the Board of Directors, review internal control system and procedures and its adequacy, risk management, related party transaction, audit programme, nature and scope of audit programme, appointment and remuneration of Auditors. The Committee consists of three Independent Directors and attendance of each Committee Member is as under
Nomination and Remuneration Committee of Directors
The Board of Directors has constituted a Nomination and Remuneration Committee of Directors in place of Remuneration Committee of Directors. The role of the committee is to perform all such matters as prescribed under the Companies Act, 2013 and the rules framed thereunder and Clause 49 of the Listing Agreement (and as may be modified/amended from time to time) which interalia includes - recommendation to Board of Directors remuneration policy for the Company, appointment of Director, appointment and remuneration of Whole-time Director and Key Managerial Personnel. The Committee will also deal with matters as may be assigned from time to time by the Board of Directors. The Committee has formulated a guiding policy on remuneration for its Directors, Key Managerial Personnel and employees of the Company.
The Board has constituted the Nomination and Remuneration Committee of Directors, consisting of Mr. Bhadresh H. Shah Chairman, Mr. C.A. Rege and Mr. K.I. Jos. Four Committee Meetings were held on 21st April, 2014, 21st July, 2014 , 21st October, 2014 and 20th January, 2015 and all members of the committee attended all meeting.
The members of the Board have been provided with the requisite information mentioned in the listing agreement well before the Board Meetings and the same were dealt with appropriately. All the directors who are on various committees are within permissible limits of the listing agreement
Stakeholders Relationship/Grievance Committee of Directors
As a measure of good corporate governance and to focus on the shareholders' grievances and towards strengthening investors relations and to expedite the transfer process in the physical segment a Stakeholders Relationship/ Grievance Committee of Directors has been constituted in place of Shareholders/ Investors Grievance Committee of Directors. The role of the committee is to consider and resolve the grievance of security holders and perform such roles as may require under the Companies Act, 2013 and Clause 49 of the Listing Agreement. Continuous efforts are made to ensure that grievances are expeditiously redressed to the satisfaction of investors. The Committee consisting of non executive directors of which Shri Bhadresh H. Shah is the Chairman and the members of the Committee are Mr. C. A. Rege and Mr. K. I. Jos. During the year the Company had received 1 investor complaint. A status report of shareholders complaints and redressal thereof is prepared and placed before Stakeholders Relationship/Grievance Committee of Directors. The number of pending complaints at the close of the year were nil. There were no share transfer pending for registration for more than 15 days. The Committee met 8 times during the year.
The Secretary of the Company is to act as the Compliance Officer.
The shareholders/investors can send shares related complaints, if any, through e-mail-id firstname.lastname@example.org designated exclusively for this purpose.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee was constituted on 30/04/2014 as per Clause 49 of Listing Agreement for corporate Governance. This committee comprises of following 4 directors of the company: Mr. P. S. Krishan Executive Director and Mr. Bhadresh H. Shah, Mr. C. A. Rege and Mr. K. I. Jos all non-executive independent directors.
All the members of Corporate Social Responsibility Committee mentioned above have good knowledge and exposure to utilize the company's resources towards its corporate social responsibility.
Power of Corporate Social responsibility Committee: The Committee is authorized to exercise all powers available to them as per Companies Act, 2013.
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.
Sexual Harassment Committee:
The Sexual Harassment Committee was constituted on 30th April 2014 as per Clause 49 of Listing Agreement for Corporate Governance. This committee comprised of the following 2 Directors of the Company:
The Sexual Harassment Committee was comprised of following 2 Directors of the company and 1 independent person. Mr. P. S Krishnan, Executive Director and Mr. G. Ravindran Executive Director.
(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.
Compliance Certificate for corporate governance from Auditors of the Company is annexed herewith.
Company's CIN No. : CIN: L25209DD1985PLC004694
Date, time and venue of 30th AGM :Wednesday 30th September,2015 at 10 a.m. at M/s.Fiberweb (India) Ltd. Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210.
Accounting Year End 2015 : 31st March, 2015
Dates of Book Closure : 24-09-2015 to 30-09-2015 (both days inclusive)
Listing on Stock Exchanges : he Ahmedabad Stock Exchange Ltd. Ahmedabad
The Bombay Stock Exchange Ltd, Mumbai
Listing Fees : Paid for all above Stock Exchanges as per Listing Agreement.
Demat Arrangement : With NSDL and CDSL
ISIN No. : INE 296C01012
ASE and BSE Stock Code : 46910 and 507910
: Air Port Road, Kadaiya, Nani Daman, Daman (U.T.) 396 210. Tel No. 0260- 2221458 Fax No. 0260-2220758
Company's E-Mail ID : email@example.com
Company's Website : www.fiberwebindia.com
Registrar & Share Transfer Agents : Sharex Dynamic (India) Pvt. Ltd., Unit No. 1, Luthra Industrial Premises, 1st Floor, Andheri-Kurla Road, Safed Pool, Andheri (E), Mumbai - 400 072
Tel No.022- 2851 5606 /6544 Fax No.022-2851 2885 E-mail ID: firstname.lastname@example.org
Compliance Officer : Ms. SunitaAgarwal.
Financial reporting for the quarter ending 30th June, 2015 : On or before 14th August 2015
Financial reporting for the quarter ending 30th September, 2015 : On or before 14th November, 2015
Financial reporting for the quarter ending 31st December, 2015 : On or before 14th February, 2016
Financial reporting for the quarter ending 31st March, 2016 : On or before 30th May, 2016
Dematerialisation 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, 2015, about 86.27% share holding representing 9483574 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.
Code of Conduct
The Company has always encouraged and supported ethical business practices in personal and corporate behavior by its directors and employees. The Company has framed a specific Code of Conduct for the members of the Board of Directors and Senior Management Personnel of the Company.
Non Mandatory Requirements
Half yearly financial results including summary of the significant events are presently not being sent to shareholders of the Company.
There is no Audit Qualification. Every endeavor is made to make the financial statements without qualification.
Reporting of Internal Auditors
Reports of Internal Auditors are placed before the Audit Committee for its review.
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of Fiberweb (India) Limited
1. We have examined the Corporate Governance report of Fiberweb (India) Limited (Formerly known as PVD PlastMould Industries Limited) for the year ended 31st March, 2015 with the relevant records and documents maintained & furnished to us by the Company and as approved by the Board of Directors.
2. 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.
3. 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.
4. We state that no investor grievances is pending for a period exceeding one month against the Company as per records maintained by the Shareholders/Investors Grievance Committee.
5. 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 Clause 49 of the Listing Agreement with the Stock Exchanges.
For P.M.Turakhia & Associates
Firm Registration No: 111086W
Membership No. 017399
For A.V. Jobanputra & Co.
Firm Registration No: 104314W
Membership No. 016352
Place : Mumbai
Date : July 30, 2015