F. M. HÄMMERLE TEXTILES LIMITED - Oswal Group

F. M. HÄMMERLE TEXTILES LIMITED (Formerly OSWAL F.M. HAMMERLE TEXTILES LIMITED)

Notice and Director Report of 9th Annual General Meeting

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F. M. HÄMMERLE TEXTILES LIMITED Regd. Office: Vardhman Park, Chandigarh Road, Ludhiana-141 123

NOTICE is hereby given that the 9th ANNUAL GENERAL MEETING of the company will be held at Vardhman Park, Chandigarh Road, Ludhiana on 05th day of September, 2015 at 11.00 AM (IST) to transact the following business: ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2015 and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a director in place of Mr. Ashok Kumar Oswal (DIN 00009403),

who retires by rotation and being eligible offers himself for re-appointment.

3. To Ratify the appoint M/s. S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No. 000756N) as Statutory Auditors of the Company and fix their remuneration:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an ‘Ordinary Resolution’:

“RESOLVED THAT subject to provision of Section 139 & 142 and other applicable Section of Companies Act, 2013 and rules framed thereunder, the appointment of M/s. S.S Kothari & Associates, Chartered Accountants (Firm Registration No. 000756N), New Delhi, be and is hereby ratified as Auditors of the Company for the financial year 2015-16 to hold office from the conclusion of 9th Annual General Meeting till the conclusion of 10th Annual General Meeting of the company, at such remuneration and other incidental charges as may be fixed by Mr. Ashok Kumar Oswal, Chairman & Managing Director of the Company.

SPECIAL BUSINESS:

4. Appointment of Mr. Parshotam Lal Singla as an Independent Director

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an 'Ordinary Resolution':



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“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Rules made there under read with Schedule IV to the Act, as amended from time to time, Mr. Parshotam Lal Singla (DIN-01388072), who qualifies for being as an Independent Director and in respect of this, the company has received a notice in writing u/s 160 of the Act, from a member proposing his candidature for office of director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years upto 30.03.2020”

BY ORDER OF THE BOARD

For F M Hammerle Textiles Limited Date: 23.05.2015 Place: Ludhiana Sd/-

Ashok Kumar Oswal (Chairman & Managing Director)

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. THE BLANK PROXY FORM IS ENCLOSED.

2. The copies of relevant documents can be inspected at the Registered Office of the

Company on any working day between 10.30 A.M. to 12.30 P.M. 3. Explanatory Statement is annexed to the notice of AGM of the Company as

required by section 102 of the Companies Act 2013, in respect of Item No 4.



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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013. ITEM NO. 4 Mr. Parshotam Lal Singla (DIN-01388072) was appointed by the board at its meeting held on 31.03.2015 as an additional director being Independent director. The Board of Directors has received a notice in writing from the shareholder with requisit deposit proposing the candidature of Mr. Parshotam Lal Singla, being as an Independent Director to be appointed under the provisions of Section 149 and 152 of the Companies Act, 2013. Mr. Parshotam Lal Singla is a Chartered Acoountant and having experience of more than 20 years. He has vast experience in the field of Audit, Income Tax and accountancy. The Company has received from Mr. Parshotam Lal Singla (i) Consent in writing to act as Independent Director in Form DIR-2. (ii) Intimation in Form DIR- 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the companies Act, 2013. In the opinion of the Board of Directors, Mr. Parshotam Lal Singla proposed to be appointed, as Independent Director, fulfills the conditions specified in the Companies Act, 2013 and the Rules made hereunder and possesses appropriate skills, experience and knowledge. The Resolution seeks the approval of members for the appointment of Mr. Parshotam Lal Singla as Independent Director of the Company for a term of 5 consecutive years upto 30.03.2020 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made hereunder. He is not liable to retire by rotation. None of the Promoter, Directors, Key Managerial Personnel and their Relative are concerned or interested in the resolution except Mr. Parshotam Lal Singla (DIN-01388072) as appointee himself. The Board recommends this Resolution for your Approval.

BY ORDER OF THE BOARD For F M Hammerle Textiles Limited Date: 23.05.2015 Place: Ludhiana Sd/-

Ashok Kumar Oswal (Chairman & Managing Director)

F.M. HÄMMERLE TEXTILES LTD (Formerly Known as: OSWAL F.M. HAMMERLE TEXTILES LIMITED)

Director’s Report 2014-15

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DIRECTOR’S REPORT Dear Shareholders, The Directors of your company are presenting their 9th Annual Report on the affairs of the Company together with the Audited Accounts of the Company for the year ended 31st March, 2015 1. FINANCIAL RESULTS (Rs. in Lac)

PARTICULARS 2014-15 2013-14

Turnover 7,909.83 10,126.49 Profit before Depreciation, Interest & Tax (PBDIT)

865.13 1204.03

Interest & Financial Charges 1,487.13 1,131.68 Profit (Loss) before Depreciation & Tax (PBDT) (Cash Profit)

(622.00) 72.35

Depreciation 1,001.05 1,541.29 Profit (Loss) before Tax (PBT) (1,623.05) (1,468.94) Provision for Tax -- -- Profit (Loss) after Tax (PAT) (1,623.05) (1,468.94)

2. CHANGE OF NAME

The Company has changed its name with the approval of Board, Members and Central Government from “OSWAL F M HAMMERLE TEXTILES LIMITED” to “F M HAMMERLE TEXTILES LIMITED” with effect from 15.09.2014.

3. PERFORMANCE OF THE COMPANY

During the year under review, the turnover of the Company has been decreased from Rs. 101.26 Crore to Rs. 79.10 Crore. The Company incurred a loss during the year of Rs. 16.23 Crore against loss of Rs. 14.69 Crore in the previous year. Due to continues losses the net worth of the company has been eroded. The turnover and the profitability of the company are low on account of the stressed liquidity position on working capital front. Besides in first half of 2014 demand for the yarn dyed shirting fabric was also subdued. Textile industry is going through crisis since the mid of last year and there has been reduction in demand across the world. Due to devaluation of currency in South America and Europe the imports by these continents have reduced significantly We address the fashion industry and there has been a turn towards prints, thus share of yarn dyed has reduced in the overall basket and adversely affected company like ours which caters primarily to upper end/high fashion segment.



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Our company has tried to address the above issues by introducing “VPL Fabrics” a fabric range for mid segment market, which will result in positive effect on financials of the company in the coming year.

4. REFERENCE TO BIFR

The Board of Directors as per the financial statement noted that for the year ended 31st March, 2015 the company has become sick company as per Sick Industrial Companies (Special Provisions) Act, 1985. The directors in its meeting held on 23.05.2015 approved to make a reference to the Board for Industrial and Financial Reconstruction (BIFR).

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT a) TEXTILE INDUSTRY- STRUCTURE & DEVELOPMENT

India’s Textiles and Garments industry, which accounts for 14% of India’s total industrial production and 4% of India’s GDP, is considered as one of the significant contributor to the national economy. After witnessing challenges during the year 2013 and for most part of 2014 given unfavorable economic conditions, the Indian textiles and garments sector was expected to reverse trends in second half of 2014. However, the hopes for revival have not been actualized with large swings in demand and low prices due to abundance of supply.

(b) INTERNAL CONTROL SYSTEMS & ADEQUACY

The Company has adequate system of internal control. There is system of continuous Internal Audit which aims at ensuring effectiveness and efficiency of systems and operations.

(c) HUMAN RESOURCE MANAGEMENT

We at Oswal Group, give utmost importance to Human Resource. We consider “Human Resource as Human Capital”. We believe in development of Human Resource. Human Resource department is flexible & believes in customization. Career Planning & Growth is on the top of our agenda hence we customize career paths and retention plans according to the unique needs of the organization & individuals. We strongly believe on Performance Management System & always explore and Tap high potential at Group level to meet the new challenges & Competition. Our main tool is Training & Development of Talent at various levels. We believe in giving exposure to our Human Capital to various exhibitions, Trade Fairs & Seminars within India & globally.



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(d) MANAGEMENT PERCEPTION OF RISKS & CONCERNS AND FUTURE OUTLOOK

The textile business, like other businesses, is susceptible to various risks. The primary risk factor is raw material prices, mainly cotton yarn, which is the largest component of cost. Since Cotton is an agriculture produce, it suffers from climatic volatility in the major cotton producing countries. This in turn creates uncertainties for textile manufacture. Another important issue is the price of dyes and chemicals which is constantly on rise from last year due to shortage of intermediate chemicals. Rise in price of dyes and chemicals are constantly adding pressure to input cost in the industry. High labor cost prevailing in the country is growing concern area for textile industry. We are making all efforts to cope up with the challenges through continuous cost reduction, process improvements, value addition through product development, rationalization of costs, training the workforce on the continued basis, improving efficiencies and creating a strong customer oriented approach.

Next financial year seems to better than this year due to reworking of the product matrix of the company, but will depend on availability of working capital to be able to actualize the plans.

6. DETAIL OF CHANGES IN DIRECTORS AND KMP

During the year, Mr. Jayant Goel was appointed as Alternate director of Mr. Josef Hahnl w.e.f 05.09.2014 and Mr. Parshotam Lal Singla was appointed as Additional Director being Independent Director w.e.f 31.03.2015.

Mrs. Anuradha Gupta, Nominee director resigned for directorship w.e.f 13.08.2014.

The company has appointed Mr. Kuldeep Singla, as Chief financial Officer of the company w.e.f 01.09.2014. Mr. Sumit Jain has been appointed as Company Secretary w.e.f. 31.03.2015 in place of Mrs. Manpreet Kaur who resigned from the position of Company Secretary on 31.03.2015.

7. WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 a company shall have at least one Woman Director on the Board of the company. The company has Mrs. Manju Oswal as Director on the Board of the Company.

8. DIRECTORS RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Mr. Ashok Kumar Oswal (DIN-00009403), Chairman & Managing Director of the Company shall retire at the ensuing Annual General Meeting and eligible, offers himself for re-appointment.



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9. DECLARATION OF INDEPENDENT DIRECTOR

The company has received necessary declaration from each Independent director as prescribed under section 149(7) of the Companies Act, 2013 that he meets the criteria of Independence as mentioned in section 149(6) of the Companies Act, 2013. Following are the Independent Directors as on 31.03.2015:-

1. Mr. Ajay Chaudhry

2. Mr. Pashotam Lal Singla

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts, the applicable accounting standards

had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them

consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Bank at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and operating effectively.

11. COMMITTEES AND BOARD MEETINGS DURING F.Y 2014-15:

a) BOARD OF DIRECTORS

During the financial year 2014-15 four Board meetings were held on dated 17.05.2014, 16.08.2014, 10.12.2014 and 31.03.2015.



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The composition of Board of Directors as on 31.03.2015 is as follows:

Sr. No. Name of director Category 1. Mr. Ashok Kumar Oswal Chairman & Managing Director 2. Mr. Adish Oswal Director 3. Mrs. Manju Oswal Director 4. Mr. Parvinder Singh Director 5. Mr. Ajay Chaudhry Independent Director 6. Mr. Josef Hahnl Director 7. Mr. Jayant Goel Alternate Director of Mr. Josef Hahnl 8. Mr. Parshotam Lal Singla Independent Director

b) AUDIT COMMITTEE

During the financial year 2014-15 four Audit Committee meetings were held on dated 17.05.2014, 16.08.2014, 10.12.2014 and 31.03.2015.

The composition of Audit Committee as on 31.03.2015 is as follows:

Sr. No. Name of director Category 1. Mr. Ajay Chaudhry Chairman 2. Mr. Adish Oswal Director 3. Mr. Parshotam Lal Singla Director

c) NOMINATION AND REMUNERATION COMMITTEE

During the financial year 2014-15, one meeting of Nomination and remuneration Committee was held on 31.03.2015.

The composition of Nomination and Remuneration Committee as on 31.03.2015 is

as follows:

Sr. No. Name of director Category 1. Mr. Ajay Chaudhry Chairman 2. Mr. Adish Oswal Director 3. Mr. Parshotam Lal Singla Director 4. Mr. Parvinder Singh Director

d) ALLOTMENT COMMITTEE

During the financial year 2014-15, two meetings of Allotment Committee were held on 02.01.2015 and 03.01.2015.

The composition of Allotment Committee as on 31.03.2015 is as follows:



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Sr. No. Name of director Category 1. Mr. Adish Oswal Chairman 2. Mr. Parvinder Singh Director 3. Mr. Ajay Chaudhry Director

e) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year 2014-15, one meeting of Corporate Social Responsibility Committee was held on 31.03.2015.

The composition of Corporate Social Responsibility Committee as on 31.03.2015 is as follows:

Sr. No. Name of director Category 1. Mr. Ashok Kumar Oswal Chairman 2. Mrs. Manju Oswal Director 3. Mr. Ajay Chaudhry Director

f) INDEPENDENT DIRECTOR MEETING

During the financial year 2014-15 one meeting of Independent Director was held on 31.03.2015.

The Independent Director in the company as on 31.03.2015 is as follows:

Sr. No. Name of director Category 1. Mr. Ajay Chaudhry Director 2. Mr. Parshotam Lal Singla Director

12. AUDITORS

a) STATUTORY AUDITORS: M/s. S.S Kothari Mehta & Co, Chartered Accountants, New Delhi, Auditors of the Company, have been appointed at the 8th Annual General Meeting for a period of three years upto 11th Annual General Meeting, subject to ratification every year by the shareholders. Therefore, the ratification for appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

b) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Nesar and Associates, Practising



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Company Secretary, New Delhi, to undertake the secretarial audit of the company.

c) INTERNAL AUDITORS:

M/s S C Vasudeva & Co., Chartered Accountants, New Delhi performs the duties of internal auditors of the company and their report is reviewed by the audit committee on quarterly basis.

13. STATUTORY AUDITORS’ REPORT

The Statutory Auditors of the Company have submitted the Auditors' Report on the Accounts of the Company for the year ended 31.03.2015.

The Statutory Auditors’ report does not having any qualification. However, it contains certain observations in Annexure under heading of “Report on other Legal and Regulatory Requirements” which are self explanatory and statements of facts only. The point wise comment/clarifications of the said observation are as follows:

1. For point no. i (b) the management states that the physical verification is taken as per the policy of the company. The verification of the fixed assets shall be done in financial year 2015-16 as per schedule.

2. For point no. (viii) the management states that the net worth of the

company has been eroded and the Board of directors has approved for making a reference to the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provisions) Act, 1985.

3. For point no. (ix) the management states that the company has been

passing from stressed liquidity position and therefore the repayment of Term Loans and interest thereon is delayed.

4. For point no. (xii) the management states that the company has taken the

appropriate steps under civil and/or criminal law against the contractor & others.

Other points of Auditors’ Report on the accounts of the Company for the year under review are self-explanatory and require no comments.

14. SECRETARIAL AUDITORS’ REPORT The Secretarial Auditors of the Company have submitted the Secretarial Audit Report on the secretarial records of the Company for the year ended 31.03.2015.



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The Secretarial Auditors’ report does not having any qualification. However, it contains certain observations which are self explanatory and do not require further clarification or deliberations and these are statement of facts only. The Secretarial Audit Report is annexed herewith as ‘Annexure-A’.

15. FIXED DEPOSIT

During the year the Company has not accepted any deposits within the meaning of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

16. SHARE CAPITAL OF THE COMPANY

The Company has increased and reclassified its Authorized Capital from Rs.128.00 Crore to Rs.133.00 Crore during the year under review.

During the year the Paid-up Share Capital of the Company was increased by the allotment of 13,80,000 Equity Shares of Rs. 10/- each to its promoter/promoter group Companies on preferential basis.

17. DIVIDEND

Due to the continue losses in the business, the Board of directors of the company has not recommended any dividend for the financial year 2014-15.

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The company has implement a policy to provide opportunity to employees and directors to access in good faith, to the Chairperson of the Audit Committee in case they are raising any concern or grievances, observe unethical and improper practices or any other alleged wrongful conduct in the Company.

19. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration committee

framed a policy for annual evaluation of performance, selection and appointment of Directors, Senior Management and their remuneration.



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20. RELATED PARTY TRANSACTIONS:

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, all related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

All Related Party Transactions are placed before the Audit Committee for approval. The disclosure of Related Party Transactions in form AOC-2 is annexed herewith as

‘Annexure-B’. 21. LOAN, GUARANTEE AND INVESTMENTS

During the year the Company has not provide any Loan, giving Guarantee and making Investment in reference of section 186 of the Companies Act, 2013.

22. SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES The Company does not have any subsidiary, associates and joint venture company; however M/s. Vardhman Polytex Limited is a Holding company which holds 81.73% equity shares as on 31.03.2015.

23. CORPORATE SOCIAL RESPONSIBILITY

During the year under review the company has accumulated losses in preceding three years so the provision for spending the amount under Corporate Social Responsibility is not attracted to the company for financial year 2014-15.

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure C”.

25. COMPANY PETITION

M/s Vardhman Polytex Limited a major shareholder and holding company has filed a petition u/s 397, 398 of the Companies Act, 1956 in the Hon’ble Company Law Board, principal bench, New Delhi against the company, M/s Maschinen Umwelttechnik Transportanlagen Gesellschaft mbH, Austria (another shareholder), M/s IRIS Textile GmbH(erstwhile foreign Collaborator), Mr. Josef Hahnl, Director and Mr. Ishwinder Maddh (erstwhile Alternate director to Mr. Josef Hahnl) alleging that the activities and acts of Mr. Josef Hahnl and Mr. Ishwinder Maddh are in the manner oppressive to M/s Vardhman Polytex Ltd. The said petition is at



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the stage of arguments. The Company has filed case under Section 111A of the Companies Act, 1956, the arguments/ rejoinder has been completed.

26. POLICY FOR PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The company has in place an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review no complaint has been received by company.

27. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Financial Institutions, Bankers and Business Constituents for their continued and valuable co-operation and support to the Company. They also take this opportunity to record their appreciation of the valuable contribution made by the employees in the implementation of the project of the Company during the year.

FOR AND ON BEHALF OF THE BOARD

Dated: 23.05.2015 Place: LUDHIANA Ashok Kumar Oswal Adish Oswal

Chairman & Managing Director Director



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INFORMATION AS PER SECTION 134 READ WITH RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31st MARCH, 2015:

I. CONSERVATION OF ENERGY:

The Company has taken several steps to conserve thermal and electrical energy along with natural resources like water wherever possible. Energy conservation is a very potential area with studies, discussion and analysis being undertaken regularly for further improvements.

ENERGY CONSERVATION MEASURES UNDERTAKEN: Steam, Water and Power: The "Utility Management" system implemented by company monitors and controls various utility consumptions in each department.

1. For Power, Energy and Stream meters are provided in the system to assess the consumption department wise. Power consumption readings are taken on daily basis and it is monitored in relation with production on regular basis.

2. Water consumption of each department is measured separately. Consumption in

liters/unit production is monitored to take corrective action where ever necessary. Steps taken towards the energy conservation are as below.

1. Thermal energy: Heat Recovery System is used to recover heat from yarn dyeing effluent. It is closely monitored to get maximum heat output and save on fuel consumption for generating heat.

2. Water conservation measures: Innovative process routes were adopted post

substantial trials to minimize water consumption in dyeing, washer machine & mercerizer.

Use of electronics and sensors at every possible process is adopted to highly optimize the usage of utilities.

FUTURE PLAN: Planed to replace fluorescent lamps with LED lamps in FY 15-16 which will lead to saving substantial amount of electricity.



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II PARTICULARS AS PER FORM –B: A RESEARCH AND DEVELOPMENT (R&D):

Focus & Efforts in R&D R & D is an ongoing effort in the company to develop better product & add value to existing products which are technically superior and also has a greener footprint. Our company invests heavily on new product trials, process modification & new product development.

Expenditure on R & D

(Rs. In Lac) Particulars 2014-15 2013-14

Capital -- -- Recurring 94.44 98.52

Total 94.44 98.52

B TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

The Management has created a work culture in the organization to foster innovation in all functions including production. The Company has machineries of latest technology and is continuously adapting newly developed technology and processes to launch better product year after year.

III FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company continued its focus on increasing exports in diversified markets. The Company undertook various initiatives to increase exports by offering different products and participating in fairs & exhibitions to explore new markets & expand its customer base.

Total foreign exchange used and earned

(Rs. in lac)

Sr. No.

Particulars 2014-15 2013-14

a) Earnings (FOB value of exports) 1827.57 3437.52

b) Outgo (CIF value of imports)* 339.52 393.95 * Value of outgo (CIF Value of imports) is sum of value of imports calculated on CIF & expenditure in foreign currency.

(Annexure-B) Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the

Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL (a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board:

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188:

N.A N.A N.A N.A N.A N.A N.A N.A

2. Details of material contracts or arrangement or transactions at arm’s length basis: (a) Name(s) of the related party and nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts / arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

Sale of 15.120 Kg. Yarn, amounting to Rs. 4,975/-

M/s. Vardhman Polytex Limited (Holding Company)

188(1)(a)

2014-15

Purchase of T-shirts, amounting to Rs. 1,04,501/-

Arm Length

M/s. Oswal Industrial Enterprise Pvt. Limited (Related Party)

188(1)(a) 2014-15 Sale of fabric, amounting to Rs. 6,28,470/-

Arm Length


Dated: 23.05.2015 Sd/- Sd/- Place: LUDHIANA Ashok Kumar Oswal Adish Oswal Chairman & Managing Director Director

(Annexure C) FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN U17110PB2006PLC029518 2. Registration Date 12.01.2006 3. Name of the Company F M HAMMERLE TEXTILES LIMITED 4. Category/Sub-category

of the Company Company limited by Shares Indian Non Government Company

5. Address of the Registered office & contact details

VARDHMAN PARK, CHANDIGARH ROAD, LUDHIANA-141123, Punjab

6. Whether listed company Not 7. Name, Address &

contact details of the Registrar & Transfer Agent, if any.

NIL

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10

% or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Manufacturing of fabrics 2353 100% III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCITE COMPANIES –

Sr. No.

Name & Address of the Company CIN

Holding/ Subsidiary/ Associates

% of Shares

held

Appliciable Section

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Vardhman Polytex Limited, Regd Office: Vardhman Park, Chandigarh Road, Ludhiana-141123

L17122PB1980PLC004242 Holding 81.73% 2(87)(ii)

Category of Shareholders

% Change during

the yearDemat Physical Total % of

Total Shares

Demat Physical Total % of Total Shares

A. Promoter s(1) Indiana) Individual/ HUF 0 5 5 0.00% 0 380005 380005 0.34% 0.34%b) Central Govtc) State Govt(s)d) Bodies Corp. 85984073 5280000 91264073 82.76% 85984073 6280000 92264073 82.63% -0.13%e) Banks / FIf) Any otherSub-total (A)(1):- 85984073 5280005 91264078 82.76% 85984073 6660005 92644078 82.97% 0.21%(2) Foreigna) NRI Individualb) Other Individualc) Bodies Corp. 0 19015920 19015920 17.24% 0 19015920 19015920 17.03% -0.21%d) Banks / FIe) Any otherSub-total (A)(2):- 0 19015920 19015920 17.24% 0 19015920 19015920 17.03% -0.21%Total shareholding of Promoter (A)= (A)(1)+(A)(2)

85984073 24295925 110279998 100.00% 85984073 25675925 111659998 100.00% 0.00%

B. Public Shareholding1. Institutionsa) Mutual Fundsb) Banks / FIc) Central Govtd) State Govt(s)e) Venture Capital Fundsf) Insurance Companiesg) FIIs h) Foreign Venture Capital Fundsi) Others (specify)Sub-total (B)(1):- 0 0 0 0.00% 0 0 0 0.00% 0.00%

2. Non-Institutionsa) Bodies Corp.i) Indianii) Overseas 0 0 0 0.00% 0 0 0 0.00% 0.00%b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

0 2 2 0 2 2

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakhc) Others (specify)Sub-total (B)(2):- 0 2 2 0.00% 0 2 2 0.00% 0.00%

Total Public Shareholding (B)=(B)(1)+ (B)(2) 0 2 2 0.00% 0 2 2 0.00% 0.00%

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0

Grand Total (A+B+C) 85984073 24295927 110280000 100.00% 85984073 25675927 111660000 100.00% 0.00%

No. of Shares held at the beginning of the year[As on 01-April-2014]

No. of Shares held at the end of the year[As on 31-March-2015]

I. VI. (a) SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

B) Shareholding of Promoter-

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total

Shares of the

company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of

the company

%of Shares Pledged / encumbered to total shares

% change in shareholding during the year

1 Vardhman Polytex Limited 91264073 82.76% 51.00% 91264073 81.73% 51.00% 1.02%

2 MUT GmbH 19015920 17.24% 0.00% 19015920 17.03% 0.00% 0.21% 3 Altfort

Merchants P. Ltd.

0 0.00% 0.00% 1000000 0.90% 0.00% -0.90%

4 Ashok Kumar & HUF 0 0.00% 0.00% 380000 0.34% 0.00% -0.34%

5 Ashok Kumar Oswal 1 0.00% 0.00% 1 0.00% 0.00% 0.00%

6 Manju Oswal 1 0.00% 0.00% 1 0.00% 0.00% 0.00% 7 Adish Oswal 1 0.00% 0.00% 1 0.00% 0.00% 0.00% 8 Rakhi Oswal 1 0.00% 0.00% 1 0.00% 0.00% 0.00% 9 Abhinav Oswal 1 0.00% 0.00% 1 0.00% 0.00% 0.00%

TOTAL 110279998 100.00%

51.00% 111659998 100.00% 51.00% 0.00%

C) Change in Promoters’ Shareholding (please specify, if there is no change)


Cumulative Shareholding during the year

SN Particulars

No. of shares

% of total shares of the company

No. of shares


At the beginning of the year 110279998 100.00% 110279998 100.00% Preferential Allotment of 7,00,000

Equity shares on dated 02.01.2015 Preferential Allotment of 6,80,000 Equity shares on dated 03.01.2015

700000 680000

0.63% 0.61%

110979998 111659998

100.00% 100.00%

At the end of the year 111659998 100.00% 111659998 100.00%

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders

of GDRs and ADRs):



Sr. No.

For Each of the Top 10 Shareholders

No. of shares


No. of shares


1 SUNIL BHATNAGAR At the beginning of the year 1 0.00% 1 0.00% Transfer during the year 2014-15 1 0.00% 1 0.00% At the end of the year 0 0.00% 0 0.00% 2 ASHOK KUMAR GOYAL At the beginning of the year 0 0.00% 0 0.00% Transfer during the year 2014-15 1 0.00% 1 0.00% At the end of the year 1 0.00% 1 0.00%

E) Shareholding of Directors and Key Managerial Personnel:



Sr. No.

Shareholding of each Directors and each Key Managerial Personnel

No. of shares


No. of shares


1 ASHOK KUMAR OSWAL At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2014-15 At the end of the year 1 0.00% 1 0.00% 2 MANJU OSWAL At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2014-15 At the end of the year 1 0.00% 1 0.00% 3 ADISH OSWAL At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2014-15 At the end of the year 1 0.00% 1 0.00% 4 PARVINDER SINGH At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2014-15

At the end of the year 1 0.00% 1 0.00%

During the F.Y 2014-15 no shares are issued to Directors and KMP.

F) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 11973.39 0.00 0.00 11973.39 ii) Interest due but not paid 258.49 0.00 0.00 258.49 iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 12231.88 0.00 0.00 12231.88 Change in Indebtedness during the financial year

* Addition 972.31 107.00 0.00 1079.31 * Reduction 1063.26 0.00 0.00 1063.26 Net Change -90.95 107.00 0.00 16.05 Indebtedness at the end of the financial year

i) Principal Amount 11168.62 107.00 0.00 11275.62 ii) Interest due but not paid 972.31 0.00 0.00 972.31 iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 12140.93 107.00 0.00 12247.93 XI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount ----- ---- ---- ---

Gross salary NIL NIL NIL NIL NIL

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

NIL NIL NIL NIL NIL

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL NIL NIL NIL NIL

1

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

NIL NIL NIL NIL NIL

2 Stock Option NIL NIL NIL NIL NIL

3 Sweat Equity NIL NIL NIL NIL NIL

4 Commission - as % of profit - others, specify…

NIL NIL NIL NIL NIL

5 Others, please specify NIL NIL NIL NIL NIL Total (A) NIL NIL NIL NIL NIL Ceiling as per the Act NIL NIL NIL NIL NIL

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total Amount ----- ---- ---- ---

Independent Directors NIL NIL NIL NIL NIL

Fee for attending board committee meetings

NIL NIL NIL NIL NIL

Commission NIL NIL NIL NIL NIL

Others, please specify NIL NIL NIL NIL NIL

1

Total (1) NIL NIL NIL NIL NIL

Other Non-Executive Directors NIL NIL NIL NIL NIL

Fee for attending board committee meetings

NIL NIL NIL NIL NIL

Commission NIL NIL NIL NIL NIL

2

Others, please specify NIL NIL NIL NIL NIL

Total (2) NIL NIL NIL NIL NIL

Total (B)=(1+2) NIL NIL NIL NIL NIL

Total Managerial Remuneration

NIL NIL NIL NIL NIL

Overall Ceiling as per the Act NIL NIL NIL NIL NIL

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD (Amount in Rs.) SN Particulars of Remuneration Key Managerial Personnel CEO CS CFO Total

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-- 346114 558588 904702

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-- 15619 28758 44377

1

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-- -- -- --

2 Stock Option -- -- -- --

3 Sweat Equity -- -- -- --

4 Commission -- -- -- --

- as % of profit -- -- -- --

others, specify… -- -- -- --

5 Others, please specify -- -- -- --

Total -- 361733 587346 949079

XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type Section of the

Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

N I L

B. DIRECTORS

Penalty

Punishment

Compounding

N I L

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

N I L


Dated: 23.05.2015 Sd/- Sd/- Place: LUDHIANA Ashok Kumar Oswal Adish Oswal Chairman & Managing Director Director

F. M. HÄMMERLE TEXTILES LIMITED - Oswal Group

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