10TH ANNUAL REPORT 2015-16 - Oswal Grouposwalgroup.com/investor_pdf/fmh/FMH-Report2015-16.pdf ·...

10TH

ANNUAL REPORT

2015-16

F. M. HÄMMERLE TEXTILES LIMITED

mailto:[email protected]

http://www.fmhammerle.com

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

Director’s Report 2015-16

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DIRECTOR’S REPORT Dear Shareholders, The Directors of your company are presenting their 10th Annual Report on the affairs of the Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2016.

1. FINANCIAL RESULTS (Rs. in Lac)

PARTICULARS 2015-16 2014-15

Turnover 7871.29 7,909.83 Profit before Depreciation, Interest & Tax (PBDIT) 186.83 (858.59) Interest & Financial Charges 1594.34 1,480.59 Profit /(Loss) before Depreciation & Tax (PBDT) (Cash Profit)

(1407.51) (622.00)

Depreciation 997.04 1,001.05 Profit /(Loss) before Tax (PBT) (2,404.55) (1,623.05) Provision for Tax -- -- Profit /(Loss) after Tax (PAT) (2,404.55) (1,623.05)

2. PERFORMANCE OF THE COMPANY

During the year under review, the turnover of the Company has been marginally decreased from Rs. 79.10 Crore to Rs. 78.71 Crore. The Company has incurred loss during the year of Rs. 24.05 Crore against loss of Rs. 16.23 Crore in the previous year. The performance of the Company is not satisfactory due to internal and external factors which inter-alia includes liquidity position on working capital front, high labour & financial cost etc. Textile industry is going through crisis since the last one and half 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. The company introduced “VPL Fabrics” a fabric range for mid segment market.

3. REFERENCE TO BIFR

The reference made by the Company under section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 has been registered in BIFR vide case No. 91/2015 dated 17.07.2015.

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

The Indian textiles industry, currently estimated at around US$ 108 billion, is expected to reach US$ 223 billion by 2021. The textiles industry is the second largest employer after agriculture, providing employment to over 45 million people directly and 60 million people indirectly. The Indian Textile Industry contributes approximately 5 per cent to India’s gross domestic product (GDP), and 14 per cent to overall Index of Industrial Production (IIP).

The Indian textile industry has the potential to reach US$ 500 billion in size according to a study by Wazir Advisors and PCI Xylenes & Polyester. The growth implies domestic sales to rise to US$ 315 billion from currently US$ 68 billion. At the same time, exports are implied to increase to US$ 185 billion from approximately US$ 41 billion currently.



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(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” and believe in development of Human Resource. 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.

(d) MANAGEMENT PERCEPTION OF RISKS & CONCERNS

Our primary risk factors and challenges are constantly increasing in raw material prices specially dyes and chemicals, availability of skilled labour and increasing cost of power and labour including volatility in demand and designs. 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, outsourcing activities, training the workforce on the continued basis, improving efficiency and creating a strong customer oriented approach. The Company through a risk management committee which consists of senior management personnel oversees the risk management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting.

5. BOARD AND COMMITTEES OF BOARD

a) BOARD OF DIRECTORS

The composition of Board of Directors is as follows:

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

During the financial year 2015-16, four Board meetings were held on dated 23.05.2015, 11.09.2015, 21.12.2015 and 12.03.2016.

b) AUDIT COMMITTEE

The Audit Committee’s constitution and its terms of reference are in accordance with Section 177 of the Companies Act, 2013, which comprises three directors i.e. Mr. Ajay Chaudhry, Mr. Parshotam Lal Singla and Mr. Parvinder Singh. Mr. Ajay Chaudhry is the Chairman of the Committee and the Company Secretary acts as the Secretary of the Committee. During the financial year 2015-16, four meetings were held on dated 23.05.2015, 11.09.2015, 21.12.2015 and12.03.2016.

c) NOMINATION AND REMUNERATION COMMITTEE

The Company has Nomination & Remuneration Committee in terms of Section 178 of the Companies Act, 2013, which comprises three directors i.e. Mr. Ajay Chaudhry,



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Mr. Parshotam Lal Singla and Mr. Parvinder Singh. Mr. Ajay Chaudhry is the Chairman of the Committee. During the financial year 2015-16, one meeting was held on 01.02.2016.

d) ALLOTMENT COMMITTEE

The Allotment Committee of the company consists of Mr Ashok Kumar Oswal, Mr Parvinder Singh and Mr Ajay Chaudhry. Mr Ashok Kumar Oswal is the Chairman of the Committee. During the financial year 2015-16, no meeting was held.

e) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company considers Corporate Social Responsibility (CSR) as social obligation, sustainable development, regulatory environment, human resource management, safety health & environment as a part of CSR Policy. The CSR Committee of the Company consists of Mr. Ashok Kumar Oswal (Chairman), Mrs. Manju Oswal and Mr. Ajay Chaudhry. During the financial year 2015-16, no meeting was held. Due to average loss during preceding three financial years, the Company is not falling under the criteria for spending the amount under CSR. Hence, reporting on CSR activities as per the provisions is not required /applicable.

f) INDEPENDENT DIRECTORS MEETING

During the year, one meeting of Independent Directors was held on 21.12.2015 and evaluated the performance of non independent directors, Board and Managing Director. All independent directors were present in the meeting. The company has received necessary declaration from each Independent Director confirming to meet the criteria of Independence as mentioned in section 149(6) of the Companies Act, 2013.

g) REMUNERATION TO DIRECTORS The Company has not paid any remuneration to directors except sitting fees to Independent directors for attending Board and Committee Meeting.

6. DETAIL OF CHANGES IN DIRECTORS AND KMP

During the year, Mr. Adish Oswal has resigned from the directorship of the Company w.e.f 29.03.2016. Mr. Sushil Sharma has been appointed as Company Secretary w.e.f. 01.02.2016 in place of Mr. Sumit Jain who was resigned from the position of Company Secretary on 03.08.2015. In terms of Section 152 of the Companies Act, 2013, Mr. Parvinder Singh (DIN-00916539), Director of the Company shall retire at the ensuing Annual General Meeting and eligible, offers himself for re-appointment.

7. SHARE CAPITAL OF THE COMPANY

There is no change in the share capital of the Company during the year.

8. 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 2015-16.

9. 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.



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10. 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 vigil mechanism policy provides the 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.

11. REMUNERATION POLICY AND EVALUATION OF THE BOARD

Pursuant to the provisions of Companies Act, 2013, the Company has adopted Nomination & Remuneration Policy for Directors, KMP and Senior Management Personnel. The Nomination & Remuneration Policy, inter-alia includes role of the committee, evaluation the performance of the Board/directors/committees, which is enclosed as ‘Annexure-A’. The Board has carried out annual performance evaluation of its own, of the directors individually and of the Committees on the basis of participation, knowledge & skill, personal attributes strategic perspectives or inputs etc.

12. 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 has been framed to redress complaints of sexual harassment. During the year under review, no complaint has been received by company.

13. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and in the ordinary course of business. All Related Party transactions were placed before the Audit Committee & Board for its approval. The Audit Committee has granted omnibus approval for related party transactions as per the requirement of the Act. There was no material/significant transaction with the directors or the management, their subsidiaries or relatives etc. that have any potential conflict with interest of the Company at large read with details of transactions as disclosed in Notes on Accounts annexed in the Balance Sheet as per Accounting Standard (AS)-18. There is no material related party transaction during the year. Hence, information to be provided in AOC-2 is not applicable/ required.

14. LOAN, GUARANTEE AND INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the financial statements.

15. 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 31.03.2016.

16. 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;



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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.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure B.

18. EXTRACT OF ANNUAL RETURN

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

19. AUDITORS

a) STATUTORY AUDITORS:

M/s. S.S Kothari Mehta & Co, Chartered Accountants, New Delhi, Auditors of the Company, had 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, Practicing Company Secretary, New Delhi, to conduct the secretarial audit of the company for FY 2015-16.

c) INTERNAL AUDITORS:

M/s S C Vasudeva & Associates, Chartered Accountants performed the duties of internal auditors of the Company during financial year 2015-16 and their report was reviewed by the audit committee periodically.

20. STATUTORY AUDITORS’ REPORT

The Statutory Auditors of the Company have submitted the Auditors' Report on the Financial Statements of the Company for the year ended 31.03.2016.

The Auditor’s Report does not have any qualification, however the point regarding matter of emphasis stated in the report is self explanatory and do not require further clarification or deliberations. In respect to auditor’s observation mentioned under point No. (viii) of the Annexure A, we would like to state that the account is subdued/NPA with all the three banks and company has already applied with BIFR for relief. The



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Annexure - A Nomination and Remuneration Policy

APPLICABILTIY

The policy is applicable to the Board of Directors, Key Managerial Personnel (KMP), Chief Operating Officer, and Senior Management Personnel (herein after collectively referred as Managerial Personnel) or such other persons of the Company as the committee may deems fit for that purpose.

INTERPRETATION ‘Board’ shall mean the Board of Directors of the Company, which comprising all executive, non executive, independent director and nominee director.

‘Chief Executive Officer’ means an officer of a company, who has been designated as such by it;

‘Chief Operating Officer’ shall mean an employee who has been entrusted responsibility of managing any one or more of Units of the Company.

‘Chief Financial Officer’ means a person appointed as the Chief Financial Officer of a company

“Compliance Officer” means “Company Secretary” of the Company.

“Key Managerial Personnel” in relation to a company, means—

Managing Director, or Chief Executive Officer or manager and in their absence, a Whole-Time Director.

Company Secretary; and Chief Financial Officer; and

Such other officer as may be prescribed;

‘The Company’ shall mean F M Hammerle Textiles Ltd.

‘Executive Director’ shall mean and include Company’s Managing Director, Functional Directors, and such other Directors are in full time employment of the Company.

‘Independent Director’ shall same meaning as provide in Companies Act, 2013 and rules made hereunder.

‘Non-Executive Director’ shall mean those members on Board who are not in whole time employment of the Company.

‘Senior Management Personnel’ shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.

ROLE OF THE COMMITTEE The roles of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become directors, persons who may be appointed in senior management in accordance with the criteria and to recommend to the Board for their appointment and / or removal

2. To carry out evaluation of every director's performance 3. To establish criteria and processes for, and assist the Board and each of its

Committees in their performance evaluations 4. To formulate the criteria for determining qualifications, positive attributes and

independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees

5. To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s), based on their performance and defined assessment criteria

6. To administer, monitor and formulate detailed terms and conditions of the Employees' Stock Option Scheme including



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the quantum of options to be granted under Employees' Stock Option Scheme per employee and in aggregate the conditions under which option vested in employees may lapse in case of

termination of employment for misconduct the exercise period within which the employee should exercise the option and that

the option would lapse on failure to exercise the option within the exercise period the specified time period within which the employee shall exercise the vested

options in the event of termination or resignation of an employee the right of an employee to exercise all the options vested in him at one time or at

various points of time within the exercise period the procedure for making a fair and reasonable adjustment to the number of

options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others the granting, vesting and exercising of options in case of employees who are on

long leave; and the procedure for cashless exercise of options 7. To carry out any other function as is mandated by the Board from time to time and / or

enforced by any statutory notification, amendment or modification, as may be applicable

8. To perform such other functions as may be necessary or appropriate for the performance of its duties

IMPLEMENTATION OF POLICIES The Committee will seek to ensure that the remuneration of executive directors (consisting of basic salary, pension benefits and benefits in kind) will be competitive with those in other comparable organisations so as to attract high caliber individuals with relevant experience The Committee will ensure that part of the remuneration of executive directors will be based on the financial performance of the Group using predetermined targets so as to motivate and reward successful business performance in the interest of shareholders. AUTHORITY The Committee is authorised: to seek any information it requires from any employee of any company within the Group in

order to perform its duties; to obtain, at the company’s expense, outside legal or other professional advice on any

matters within its terms of reference; and to call any member of staff to be questioned at a meeting of the Committee as and when

required.

FREQUENCY OF MEETINGS The Committee shall meet as per the requirement of Companies Act, 2013 rules made there under.

PRESENCE IN ANNUAL GENERAL MEETING The Chairman of the Committee or, in his absence any other member of the committee as authorized shall attend the Annual General Meeting. ANNUAL AFFIRMATION The policy shall be disclosed in the Board Report of the Company.

AMENDMENT

The member of the Nomination and Remuneration Committee of the Company has the right to amend or modify this policy in whole or in part, at any time without assigning any reason, whatsoever.

******************************



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Annexure - C FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2016

(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 Phones:+91-161-6629888, 6629990, Fax: +91-161-6629988 E-Mail- [email protected]; Website: www.fmhammerle.com

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

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

NA

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)

Sr. 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 Applicable

Section

1

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

L17122PB1980PLC004242 Holding 81.73% 2(46)

mailto:[email protected];

http://www.fmhammerle.com



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

No. of Shares held at the beginning of the year

[As on 01-April-2015] No. of Shares held at the end of the year

[As on 31-March-2016] Category of Shareholders

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

% Change during the

year

A. Promoters (1) Indian a) Individual/ HUF 0 380005 380005 0.34% 0 380005 380005 0.34% 0.00% b) Central Govt c) State Govt(s) d) Bodies Corp. 85984073 6280000 92264073 82.63% 85984073 6280000 92264073 82.63% 0.00% e) Banks / FI f) Any other Sub-total (A)(1):- 85984073 6660005 92644078 82.97% 85984073 6660005 92644078 82.97% 0.00% (2) Foreign a) NRI Individual b) Other Individual c) Bodies Corp. 0 19015920 19015920 17.03% 0 19015920 19015920 17.03% 0.00% d) Banks / FI e) Any other Sub-total (A)(2):- 0 19015920 19015920 17.03% 0 19015920 19015920 17.03% 0.00% Total shareholding of Promoter (A)= (A)(1)+(A)(2)

85984073 25675925 111659998 100.00% 85984073 25675925 111659998 100.00% 0.00%

B. Public Shareholding

1. Institutions 0 0 0 0.00% 0 0 0 0.00% 0.00% a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds

f) Insurance Companies

g) FIIs h) Foreign Venture Capital Funds

i) Others (specify) Sub-total (B)(1):- 0 0 0 0.00% 0 0 0 0.00% 0.00% 2. Non-Institutions a) Bodies Corp. 0 0 0 0.00% 0 0 0 0.00% 0.00% i) Indian ii) Overseas b) Individuals i) holding nominal share capital upto Rs. 1 lakh

0 2 2 0.00% 0 2 2 0.00% 0.00%

ii) holding nominal share capital in excess of Rs 1 lakh

0 0 0 0.00% 0 0 0 0.00% 0.00%

c) Others (specify) 0 0 0 0.00% 0 0 0 0.00% 0.00% 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 0.00% 0 0 0 0.00% 0.00%

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



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B) Shareholding of Promoter-

Shareholding at the beginning of the year

Shareholding at the end of the year Sr. No.

Shareholder’s Name

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 Ltd 91264073 82.76% 41.68% 91264073 82.76% 41.68% 0.00% 2 MUT GmbH 19015920 17.24% 0.00% 19015920 17.24% 0.00% 0.00% 3 Altfort Merchants P.

Ltd. 1000000 0.90% 0.00% 1000000 0.90% 0.00% 0.00%

4 Ashok Kumar & HUF 380000 0.34% 0.00% 380000 0.34% 0.00% 0.00% 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 111659998 100.00% 41.68% 111659998 100.00% 41.68% 0.00% C) Change in Promoters’ Shareholding (please specify, if there is no change)


Cumulative Shareholding during the year

Sr.No

Particulars

No. of shares % of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year 111659998 100.00% 111659998 100.00% During the year 2015-16 -- -- -- --

1

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. Name of Shareholders

No. of shares

% of total shares of the company

No. of shares


ASHOK KUMAR GOYAL At the beginning of the year 1 0.00% 1 0.00% Transfer during the year 2015-16 -- -- -- --

1

At the end of the year 1 0.00% 1 0.00% PARVINDER SINGH At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2015-16 -- -- -- --

2


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


ASHOK KUMAR OSWAL At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2015-16 -- -- -- --

1

At the end of the year 1 0.00% 1 0.00% MANJU OSWAL At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2015-16 -- -- -- --

2

At the end of the year 1 0.00% 1 0.00% PARVINDER SINGH At the beginning of the year 1 0.00% 1 0.00% Issued during the year 2015-16 -- -- -- --

3




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Note: During the F.Y 2015-16, no shares are issued to Directors and KMP. Mr Adish Oswal was ceased from the directorship of the Company w.e.f. 29.03.2016.

V. INDEBTEDNESS -Indebtedness of the Company as on 31.03.2016 including interest outstanding/accrued but not due for payment.

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total

Indebtedness Indebtedness at the beginning of the financial year

i) Principal Amount 11168.62 107.00 0.00 11275.62 ii) Interest due but not paid 972.31 1.12 0.00 973.43

iii) Interest accrued but not due 0.00 0.00 0.00 0.00

Total (i+ii+iii) 12140.93 108.12 0.00 12249.05 Change in Indebtedness during the financial year

* Addition 1387.17 1.32 0.00 1388.49

* Reduction 273.57 1.12 0.00 274.69 Net Change 1113.60 0.20 0.00 1113.80 Indebtedness at the end of the financial year

i) Principal Amount 11075.52 107.00 0.00 11182.52

ii) Interest due but not paid 2179.01 1.32 0.00 2180.33

iii) Interest accrued but not due 0.00 0.00 0.00 0.00 Total (i+ii+iii) 13254.53 108.32 0.00 13362.85 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

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

----- ---- ---- --- 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

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

F. M. HÄMMERLE TEXTILES LIMITED

(Formerly: OSWAL F.M. HAMMERLE TEXTILES LIMITED) Regd. Office: Vardhman Park, Chandigarh Road, Ludhiana-141 123

Phones: +91-161-6629800, Fax: +91-161-6629988 E-Mail- [email protected] ; Website: www.fmhammerle.com

CIN: U17110PB2006PLC029518

ATTENDANCE SLIP

Name of the Member: _______________________________________________

Name of the Proxy: _________________________________________________

Member’s Folio No. _________________________________________________

No. of shares held: _________________________________________________

I hereby record my presence at the 10TH ANNUAL GENERAL MEETING of the

Company held on Saturday, the 17th day of September, 2016 at 12.00 Noon (IST) at

Vardhman Park, Chandigarh Road, Ludhiana-141123, Punjab

Signature of Member/Proxy

Notes: 1. Members/Proxy are requested to produce the attendance slip duly signed for

admission to the meeting hall. 2. Members are requested to bring their copy of Annual Report.

MAP OF VENUE OF THE MEETING

7 K. M.

Towards Jalandhar Towards DELHI

For Bus Stand Towards Chandigarh

Samrala Chowk

F.M. Hammerle Textiles Ltd

Vardhman Park, Chandigarh Road,

Ludhiana

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

Regd. Office: Vardhman Park, Chandigarh Road, Ludhiana-141 123 Phones: +91-161-6629800, Fax: +91-161-6629988

E-Mail- [email protected] ; Website: www.fmhammerle.com CIN: U17110PB2006PLC029518

Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the member (s) : Registered address : E-mail Id: Folio No/ Client Id : DP ID : I/We, being the member (s) of …………. shares of the above named company, hereby appoint 1. Name : …………………… Address : E-mail Id : Signature :……………., or failing him

2. Name : …………………… Address : E-mail Id : Signature :……………., or failing him

3. Name : …………………… Address: E-mail Id : Signature:…………….,

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 10th Annual General Meeting of the Company, to be held on Saturday, the 17th day of September, 2016 at 12.00 Noon (IST) at Vardhman Park, Chandigarh Road, Ludhiana-141123 and at any adjournment thereof in respect of such resolutions as are indicated below : Resolution No.

Resolution Detail

1 To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2016 and the Reports of the Board of Directors and Auditors thereon.

2 To appoint a director in place of Mr. Parvinder Singh (DIN-00916539), who retires by rotation and being eligible offers himself for re-appointment.

3 To ratify the appointment of Statutory Auditors of the Company and fix their remuneration.

Signed this…… day of……… 2016 _____________________________________________________________ ______________________________________________________________________

Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Revenue Stamp

10TH ANNUAL REPORT 2015-16 - Oswal Grouposwalgroup.com/investor_pdf/fmh/FMH-Report2015-16.pdf ·...

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