A Oneindia Venture

Directors Report of Tuni Textile Mills Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 38th Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31, 2025.

Year Ended

Year Ended

Financial Results

31.03.2025

31.03.2024

Revenue for the Year

7668.71

5664.40

Profit/(Loss) before Tax, Depreciation and Finance Cost

280.03

220.33

Less: Financial Expenses

177.66

145.32

Profit before Depreciation/Amortization & Tax

102.37

75.01

Less: Depreciation

22.12

30.50

Net Profit before Taxation (PBT)

80.25

44.51

Less: Provision for Taxation (including Deferred Tax)

27.69

12.40

Less: Extra-Ordinary Items

4.09

-

Profit/(Loss) after Tax & Extra-Ordinary Items

56.65

32.11

Add/(Less): Other Comprehensive Income

3.30

4.71

Less: Provision for Dividend

-

-

Less: Transfer to General / Statutory Reserves

-

-

Profit available for Appropriation

59.95

36.82

Add : Profit/(Loss) brought forward from Previous Year

18.51

(18.31)

Balance carried forward

78.46

18.51

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at ? 7668.71 lakh in comparison to last years'' revenue of ? 5664.40 lakh. In term of Profit
before taxation, the Company has earned a Profit of ? 80.25 lakh in comparison to last years'' Profit of ? 44.51 lakh. Profit
after Tax and Extra-Ordinary Items stood at ? 56.65 lakh in comparison to last financial year''s Profit of ? 32.11 lakh.

There are no material changes or commitments affecting the financial position of the Company which have occurred
between the end of the financial year and the date of this Report.

BUSINESS SEGMENT

During the year, the Company is into the business of fabric manufacturing i.e. manufacturing of Synthetic Fabric, a part of
textile products in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules
2006.

DIVIDEND

In order to conserve resources and to meet financial requirements to implement its future plans, your Directors do not
propose any dividend for the year under review.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2025 was of ? 13.17925 Crore. During the year under review, the
Company has not issued any share with differential voting rights nor granted stock options nor sweat equity. As on March
31, 2025, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity
Shares of the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has
been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2025.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture Company whose net worth
exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has
generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on
material subsidiaries has not been formulated.

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is
available on your Company''s website at
https://www.tunitextiles.com/companvDetails-policv.html

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section
188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the
financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in
Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard
(Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are
verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed
before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party T ransactions as approved by the Board of Directors has been uploaded on the website of the
Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except
remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link:
https://www.tunitextiles.com/companyDetails-
policy.html

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors'' Report.

CHANGES IN THE LINE OF BUSINESS ACTIVITIES DURING THE YEAR, IF ANY

There is no change in the line of business during the year under review.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

MEETING OF THE INDEPENDENT DIRECTORS

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI
LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on January 31,
2025 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.

MATRIX SETTING OUT THE SKILLS/EXPERTISE/COMPETENCE OF THE BOARD OF DIRECTORS

Sl.

No.

Essential Core skiNs/expertise/competencies
required for the Company

Core skiNs/expertise/competencies of all the
Directors on the Board of the Company

1.

Strategic and Business Leadership

The Directors and especially the Managing Director
have many years of experience.

2.

Financial expertise

The Board has eminent business leaders with deep
knowledge of finance and business.

3.

Governance, Compliance and Regulatory

The presence of Directors with qualifications and
expertise in Law and Regulatory affairs lends strength
to the Board.

4.

Knowledge and expertise of Trade and Technology

The Directors have profound knowledge of economic
Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2024-25 are given in the
separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There is no change in management of the Company during the year under review.

DIRECTORS

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act,
2013.

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Urmila Sureka, Non-Executive Director of
the Company, being longest in the office, retires by rotation at the ensuing annual general meeting and being eligible
offers himself for re-appointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the
effect that she is not disqualified from being reappointed as a Director of the Company.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of
the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct &
Ethics.

There was no change in the composition of Board during the current financial year nor was a change in the employees
from KMP category, except as stated below in the table.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl.

No.

Name

Designation

Date of
Appointment

Date of
Resignation

1.

Mr. Gaurishankar Ramlal Saraf

Independent Director

1s April 2024

-

2.

Mr. Pramod Kr. Bajaj

Independent Director

1st April 2019

1st April 2024

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted
principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under

the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the
management.

PERFORMANCE EVALUATION

During the Year Under Review, the formal annual evaluation of the performance of the Board, its committees and
individual directors was carried out, in the Company by the independent directors, and the Board, in compliance with the
Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time.

The performance of non-independent directors, Board as a whole and the chairman was done by the independent
directors of the Company. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on the feedback of
the directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the NRC
Policy and such indicative criterion. The Board sought the feedback of directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the resilience of the
Board and the management in navigating the Company during challenging times, cohesiveness amongst the Board,
constructive relationship between the Board and the management, and the openness of the management in sharing
strategic information to enable Board to discharge their responsibilities and fiduciary duties.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of
expertise. The directors are usually encouraged to interact with members of senior management as part of the induction
programme. The senior management make presentations giving an overview of the Company''s strategy, operations,
products, markets and group structure, Board constitution and guidelines, and the major risks and risk management
strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and
facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from Company
website
https://www.tunitextiles.com/companvDetails-policv.html.

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding
principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent
external agency and review its implementation and compliance. During the Year Under Review, there has been no change
in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at
https://www.tunitextiles.com/companvDetails-policv.html.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status
of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There are no significant and material changes during the period from end of FY 2024-25 up to the date of this Report, that
would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make
the following statement in terms of Section 134(3X0 of the Companies Act, 2013:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

2. 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 Company as
at March 31, 2025 and of the profit/(loss) of the Company for the year ended on that date;

3. that the Directors have 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;

4. the annual accounts have been prepared on a going concern basis;

5. that 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; and

6. that 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.

BUSINESS RISK MANAGEMENT

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high
risk areas. Critical functions are rigorously reviewed and the reports are shared with the Management for timely
corrective actions, if any. The main focus of internal audit is to review business risks, test and review controls, assess
business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the
internal audit findings and corrective actions.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control
systems and evaluates the recommendations of the Board. The Audit Committee suggests improvements and utilizes the
reports generated from a Management Information System integral to the control mechanism.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and effective during FY 2024-25.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the
necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The
Company has disclosed the policy on the website of the Company i.e.
www.tunitextiles.com

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and
enables the Company to be innovative.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help
us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the
year under review, expenditure on research and development is not significant in relation to the nature size of operations
of your Company.

AUDITORS
Statutory Auditors

Messrs K. K. Jhunjhunwala & Co., Chartered Accountants, Mumbai (FRN - 111852W) were appointed as Statutory
Auditors of the Company for a period of five consecutive years at the 38th Annual General Meeting (AGM) of the
Members held on September 27, 2024 to hold office till conclusion of 43rd AGM on a remuneration mutually agreed
upon by the Board of Directors and the Statutory Auditors.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act,
2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the
Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for
continuance of their appointment at this AGM is not being sought.

The Report given by M/s. K. K. Jhunjhunwala & Co. on the financial statement of the Company for the FY 2024-25 is
part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory
and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse
remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of
the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review.

Auditors'' Report

The Report given by M/s. K. K. Jhunjhunwala & Co. on the financial statement of the Company for the FY 2024-25 is
part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory
and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse
remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of
the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

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 Mrs. Kriti Daga, Company
Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. The Report of the

Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same does
not contain any qualification, reservation or adverse remark in the report submitted Practicing Company Secretaries.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by
Mrs. Kriti Daga for the FY2024-25 has been submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company''s internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to
M/s A K S A & Co., Chartered Accountants, Mumbai (FRN 024925C). The main thrust of internal audit is to test and
review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the
industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen the same. The Company has a robust Management Information
System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of
the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is attached as Annexure III to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule, 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as under -

i the ratio of the remuneration

Directors & KMP

Ratio

of each director to the median

Narendra Kumar Sureka

4.10:1

remuneration of the

Pradeep Sureka

4.10:1

employees of the company for

Archit Sureka

4.10:1

the financial year;

Jyoti Kothari

0.90:1

1. The median remuneration of employees of the Company was ? 2,50,000/-

2. Figures has been rounded off wherever necessary

ii The percentage increase in

remuneration of each director, Chief
Financial Officer, Chief Executive
Officer, Company Secretary or
Manager, if any, in the financial year;

Name

Designation

Increase/(Decrease) %

Narendra Kumar Sureka

Managing director

Nil

Pradeep Sureka

whole time director

Nil

Archit Sureka

CFO

Nil

Jyoti Kothari

CS

Nil

iii the percentage increase/decrease in the median remuneration of employees in the
financial year;

4.16

iv the number of permanent employees on the rolls of Company 76 Employees as on 31.03.2025

v the explanation on the relationship
between average increase in
remuneration and company
performance;

The profit before tax for the financial year ended March 31, 2025
increased by 80.33% whereas the increase in median remuneration was
4.16% in line with industry standard and the performance of the
company

vi comparison of the remuneration of
the Key Managerial Personnel against
the performance of the company;

The total remuneration of key Managerial Personnel increased by 0%
to ? 29,66,800/- in 2024-25 from ? 29,66,800/- in 2024-25 whereas the
Profit before Tax increased by 80.33% to 80,25,357/- in 2024-25.

vii variations in the market capitalisation of Particulars 31st March 2025 31st March 2024

the company, price earnings ratio as at the
closing date of the current financial year
and previous financial year and percentage
increase over decrease in the market
quotations of the shares of the company in
comparison to the rate at which the
company came out with the last public
offer in case of listed companies, and in
case of unlisted companies, the variations
in the net worth of the company as at the
close of the current financial year and
previous financial year;

Market Capitalization

1841.90

2390.55

Networth of the Company

1396.39

1336.44

The Company has not raised money via Public Issue or Right Issue or
Preferential Issue or by way of any other mode, during the year.

viii Average percentile increase in salaries of employees other than managerial personnel

0.00%

ix Comparison of
each

remuneration of
key managerial
personnel against
the performance
of the company

Particulars

31st March
2025

% of
Change

Reason against performance of
the company

Narendra Kumar Sureka

9,21,600/-

0.00%

Profit before tax increased by 80.33%
and profit after tax increased by
62.86% in FY 2024-25

Pradeep Kumar Sureka

9,21,600/-

0.00%

Archit Sureka

9,31,600/-

0.00%

Jyoti Kothari

1,92,000/-

0.00%

x The key parameters for any variable component of remuneration availed by the directors;

None

xi The ratio of the remuneration of the highest paid director to that of the employees who are not
directors but receive remuneration in excess of the highest paid director during the year;

None

xii Affirmation that the remuneration is as per the Remuneration paid to all Employees is in accordance with the
remuneration policy of the company. Remuneration Policy

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy
requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental
regulations and preservation of natural resources.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned USD 10012/- equivalent to ? 8,65,475/- during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section
73 of the Companies Act, 2013 and the rules there under.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to
Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 reported to be as under:

MURBAD UNIT- ELECTRICITY

2024-2025

2023-2024

Electricity Purchased [Units (KWH)]

756373

799616

Total Amount (?)

4129780

4440316

Average Rate (?)

5.46

5.55

Consumption Per Unit of Production

Cloth Production (Meters)

1330550

1244998

Cost of Electricity Consumption (?)/Meters

3.10

3.56

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on corporate governance practices followed by the Company, together with a certificate from
the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

During the financial year under review, neither any application is made by the Company nor any proceeding is pending
under the Insolvency And Bankruptcy Code, 2016.

OTHER DISCLOSURE

During the financial year under review, disclosure with respect to details of difference between amount of the valuation
done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions
along with the reason thereof is not applicable.

GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details
relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend,
voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order
passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in
future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time
settlement with any bank or financial institution.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

By order of the Board

Mumbai, June 2, 2025 For TUNI TEXTILE MILLS LIMITED

S/d-

Registered Office : Narendra Kumar Sureka

Unit No. 207, 2nd Floor, Building No. 3A, Mittal Industrial DIN : 01963265

Estate, Andheri Kurla Road, Andheri (E), Mumbai 400 059 Chairman & Managing Director


Mar 31, 2024

Your Directors have pleasure in presenting the 37th Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31. 2024.

Year Ended

Year Ended

Financial Results

31.03.2024

31.03.2023

Revenue for the Year

5664.40

4355.38

Profit/(Loss) before Tax, Depreciation and Finance Cost

220.33

187.33

Less: Financial Expenses

145.32

114.68

Profit before Depreciation/Amortization & Tax

75.01

72.65

Less: Depreciation

30.50

36.64

Net Profit before Taxation (PBT)

44.51

36.01

Less: Provision for Taxation (including Deferred Tax)

12.40

10.45

Less: Extra-Ordinary Items

-

-

Profit/(Loss) after Tax & Extra-Ordinary Items

32.11

25.56

Add/(Less): Other Comprehensive Income

4.71

2.07

Less: Provision for Dividend

-

-

Less: Transfer to General / Statutory Reserves

-

-

Profit available for Appropriation

36.82

27.63

Add : Profit/(Loss) brought forward from Previous Year

(161.23)

(186.79)

Balance carried forward

(129.12)

(161.23)

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at ? 5664.40 lakh in comparison to last years'' revenue of ? 4355.38 lakh. In term of Profit
before taxation, the Company has earned a Profit of ? 44.51 lakh in comparison to last years'' Profit of ? 36.01 lakh. Profit
after Tax and Extra-Ordinary Items stood at ? 32.11 lakh in comparison to last financial year''s Profit of ? 25.56 lakh.

There are no material changes or commitments affecting the financial position of the Company which have occurred
between the end of the financial year and the date of this Report.

BUSINESS SEGMENT

During the year, the Company is into the business of fabric manufacturing i.e. manufacturing of Synthetic Fabric, a part of
textile products in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules
2006.

DIVIDEND

In order to conserve resources and to meet financial requirements to implement its future plans, your Directors do not
propose any dividend for the year under review.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was of ? 13.17925 Crore. During the year under review, the
Company has not issued any share with differential voting rights nor granted stock options nor sweat equity. As on March
31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity
Shares of the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has
been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions
and reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2024.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture Company whose net worth
exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has
generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on
material subsidiaries has not been formulated.

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is
available on your Company''s website at
https://www.tunitextiles.com/companvDetails-policv.html

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section
188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the
financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in
Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard
(Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are
verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed
before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party T ransactions as approved by the Board of Directors has been uploaded on the website of the
Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except
remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link:
https://www.tunitextiles.com/companyDetails-
policy.html

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors'' Report.

CHANGES IN THE LINE OF BUSINESS ACTIVITIES DURING THE YEAR, IF ANY

There is no change in the line of business during the year under review.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI
LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 12,
2024 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the Board of Directors

Sl.

No.

Essential Core skills/expertise/competencies
required for the Company

Core skills/expertise/competencies of all the
Directors on the Board of the Company

1.

Strategic and Business Leadership

The Directors and especially the Managing Director
have many years of experience.

2.

Financial expertise

The Board has eminent business leaders with deep
knowledge of finance and business.

3.

Governance, Compliance and Regulatory

The presence of Directors with qualifications and
expertise in Law and Regulatory affairs lends strength
to the Board.

4.

Knowledge and expertise of Trade and Technology

The Directors have profound knowledge of economic
Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the
separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year Mr. Mineketan Nayak as an Independent Director of the Company w.e.f. July 3, 2023 and his place Mr.
Gaurav Tibe has been appointed as Independent Director, (Non-Executive) Director of the Company w.e.f. July 3, 2023.

Apart from above, there is no change in management of the Company during the year under review.

DIRECTORS

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act,
2013.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of
the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct &
Ethics.

There was no change in the composition of Board during the current financial nor was a change in the employees from
KMP category.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl.

No.

Name

Designation

Date of
Appointment

Date of
Resignation

1.

Mr. Mineketan Nayak

Independent Director

-

3 July 2023

2.

Mr. Gaurav Tibe

Independent Director

3 July 2023

-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies
(Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee had adopted
principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated
that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section

149 of the Companies Act, 2013 and Regulation i6(i)(b) of Listing Regulations and they are independent of the
management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of
the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has
carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board
performance was evaluated based on inputs received from all the Directors after considering criteria such as Board
composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the
committee members after considering criteria such as composition and structure of committees, effectiveness of
committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent
Directors, performance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status
of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There are no significant and material changes during the period from end of FY 2023-24 up to the date of this Report, that
would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make
the following statement in terms of Section 134(3X0 of the Companies Act, 2013:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

2. 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 Company as
at March 31, 2024 and of the profit/(loss) of the Company for the year ended on that date;

3. that the Directors have 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;

4. the annual accounts have been prepared on a going concern basis;

5. that 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; and

6. that 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.

BUSINESS RISK MANAGEMENT

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high
risk areas. Critical functions are rigorously reviewed and the reports are shared with the Management for timely
corrective actions, if any. The main focus of internal audit is to review business risks, test and review controls, assess
business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the
internal audit findings and corrective actions.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control
systems and evaluates the recommendations of the Board. The Audit Committee suggests improvements and utilizes the
reports generated from a Management Information System integral to the control mechanism.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and effective during FY 2023.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the
necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The
Company has disclosed the policy on the website of the Company i.e.
www.tunitextiles.com

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and
enables the Company to be innovative.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help
us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the
year under review, expenditure on research and development is not significant in relation to the nature size of operations
of your Company.

AUDITORS
Statutory Auditors

M/s. DBS & Associates Chartered Accountants, Kolkata (FRN - 081627N), who was Statutory Auditors of the Company,
who were appointed as Statutory Auditors of the Company in 32nd Annual General Meeting (AGM) of the Members
held on September 27, 2019 have completed their terms of 5 years and are not eligible for re-appointment. In order to
fill the casual vacancy, the Company has appointed M/s K. K. Jhunjhunwala & Co., Chartered Accountants, Mumbai
(FRN - 111852W) as Statutory Auditors of the Company for a period of 5 years, i.e. up to 42nd Annual General Meeting.
As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written
confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. K. K. Jhunjhunwala & Co.; that
they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013,
the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the
Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to
professional conduct.

Auditors'' Report

The Report given by M/s. DBS & Associates on the financial statement of the Company for the FY 2023-24 is part of the
Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not
call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or
disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

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 Mrs. Kriti Daga, Company
Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same does
not contain any qualification, reservation or adverse remark in the report submitted Practicing Company Secretaries.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by
Mrs. Kriti Daga for the FY2023-24 has been submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company''s internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to
M/s D. Thakkar & Associates, Chartered Accountants, Mumbai (FRN 132824W). The main thrust of internal audit is to
test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices
in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control
systems and suggests improvements to strengthen the same. The Company has a robust Management Information
System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of
the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit
Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the
Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company is attached as Annexure III to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule, 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 2014 in respect of employees of the Company is as under -

i the ratio of the remuneration

Directors & KMP

Ratio

of each director to the median

Narendra Kumar Sureka

3.84:1

remuneration of the

Pradeep Sureka

3.84:1

employees of the company for

Archit Sureka

3.88:1

the financial year;

Jyoti Kothari

0.80:1

1. The median remuneration of employees of the Company was ? 2,40,000/-

2. Figures has been rounded off wherever necessary

ii The percentage increase in

remuneration of each director, Chief
Financial Officer, Chief Executive
Officer, Company Secretary or
Manager, if any, in the financial year;

Name

Designation

Increase/(Decrease) %

Narendra Kumar Sureka

Managing director

Nil

Pradeep Sureka

whole time director

Nil

Archit Sureka

CFO

8.33%

Jyoti Kothari

CS

Nil

iii the percentage increase/decrease in the median remuneration of employees in the
financial year;

3.30

iv the number of permanent employees on the rolls of Company 70 Employees as on 31.03.2024

v the explanation on the relationship
between average increase in
remuneration and company
performance;

The profit before tax for the financial year ended March 31, 2024
increased by 23.60% whereas the increase in median remuneration was
3.30% in line with industry standard and the performance of the
company

vi comparison of the remuneration of
the Key Managerial Personnel against
the performance of the company;

The total remuneration of key Managerial Personnel decreased by
2.41% to ? 29,66,800/- in 2023-24 from ? 28,96,800/- in 2023-24
whereas the Profit before Tax increased by 23.60% to 44,51,039/- in
2023-24.

vii variations in the market capitalisation of
the company, price earnings ratio as at the
closing date of the current financial year
and previous financial year and percentage
increase over decrease in the market
quotations of the shares of the company in
comparison to the rate at which the
company came out with the last public
offer in case of listed companies, and in
case of unlisted companies, the variations
in the net worth of the company as at the
close of the current financial year and
previous financial year;

Particulars

31st March 2024

31st March 2023

Market Capitalization

2390.55

1990.07

Networth of the Company

1336.44

1277.56

The Company has not raised money via Public Issue or Right Issue or
Preferential Issue or by way of any other mode, during the year.

viii Average percentile increase in salaries of employees other than managerial personnel

0.00%

ix Comparison of
each

remuneration of
key managerial
personnel against
the performance
of the company

Particulars

31st March
2024

% of
Change

Reason against performance of
the company

Narendra Kumar Sureka

9,21,600/-

0.00%

Profit before tax increased by 23.60%
and profit after tax increased by
8.12% in FY 2023-24

Pradeep Kumar Sureka

9,21,600/-

0.00%

Archit Sureka

9,31,600/-

8.12%

Jyoti Kothari

1,92,000/-

0.00%

x The key parameters for any variable component of remuneration availed by the directors;

None

xi The ratio of the remuneration of the highest paid director to that of the employees who are not
directors but receive remuneration in excess of the highest paid director during the year;

None

xii Affirmation that the remuneration is as per the Remuneration paid to all Employees is in accordance with the
remuneration policy of the company. Remuneration Policy

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy
requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental
regulations and preservation of natural resources.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment

during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned USD 9940/- equivalent to ? 8,09,265/- during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section
73 of the Companies Act, 2013 and the rules there under.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to
Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 reported to be as under:

|murbad unit- electricity

2023-2024

2022-2023

Electricity Purchased [Units (KWH)]

799616

884936

Total Amount (?)

4440316

4332354

Average Rate (?)

555

4.90

Consumption Per Unit of Production

Cloth Production (Meters)

1244998

1433400

Cost of Electricity Consumption (?)/Meters

356

3.02

STATUTORY AUDITORS AND AUDITORS REPORT

The Company''s Statutory Auditor, M/s DBS & Associates, Chartered Accountants, Mumbai (FRN - 081627N) was
appointed as Statutory Auditor''s for a period of five consecutive years at the 32nd AGM of the Company held on 27th
September 2019 on remuneration to be determined by the Board of Directors.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act,
2017, which came into effect from 7th May 2018, the requirement of seeking ratification of the Members for the
appointment of the Statutory Auditor has been withdrawn from the Statute.

In view of the above, ratification of the Members for continuance of their appointment at this AGM is not being sought.
The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment
and have not been disqualified in any manner from continuing as Statutory Auditor. The remuneration payable to the
Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2023-24.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on corporate governance practices followed by the Company, together with a certificate from
the Company''s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details
relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend,
voting or otherwise; (c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;
(d) raising of funds through preferential allotment or qualified institutions placement; (e) significant or material order
passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in
future; (f) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; and (g) instance of one-time
settlement with any bank or financial institution.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

By order of the Board

Mumbai, August 13, 2024 For TUNI TEXTILE MILLS LIMITED

s/d-

Registered Office : Narendra Kumar Sureka

Unit No. 207, 2nd Floor, Building No. 3A, Mittal Industrial DIN : 01963265

Estate, Andheri Kurla Road, Andheri (E), Mumbai 400 059 Chairman & Managing Director


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31,2015. (Rs. in Lac)

Financial Results Year Ended Year Ended

31.03.2015 31.03.2014

Income 2996.13 2473.74

Profit before Tax & Extraordinary Items 2.04 22.01

Less : Provision for Taxation (Including (2.46) (3.09) Differed Tax & MAT)

Profit after Tax (including adjustments of 4.50 25.10 Depreciation)

Add : Adjustments relating to Fixed Assets 2.50 0.00

Add : Profit/(Loss) brought forward from (212.78) (237.88) Previous Year

Balance carried forward (205.78) (212.78)

OVERVIEW OF ECONOMY

Indian economy has weathered many challenges successfully in recent times and is currently placed on a cyclical upturn, on the back of strong policies and a whiff of new optimism. In the recent past, the economy faced testing times with issues like lower growth, high levels of inflation and widening current account deficit; escalated by an unsupportive external environment. Growth is back, with its desirable concomitants of mild inflation and manageable current account balance with stable rupee and rising foreign exchange reserves, signaling improvements in macro-economic stability. The growth rate of the economy, measured by the growth in GDP at constant (2011-12) market prices, improved from 5.1 per cent in 2012-13 to 6.9 per cent in 2013-14 and is projected to clock 7.4 per cent in 2014-15, according to the Advance Estimates released by the Central Statistics Office. India is one of the very few countries for which IMF and World Bank have raised their growth assessment. The ongoing revival is remarkable against the fact that it happened despite a highly tentative global economic conditions and a below-par domestic agricultural season.

The year 2014-15 has witnessed key policy reforms, aimed at aiding growth revival and surmounting the structural constraints in the economy. The policy action has combined the needs of short term economic management with focus on taming inflation and external sector imbalances with a medium to long-term vision for transformation and development, manifested in significant reforms aimed at rationalizing administered pricing policies in petroleum and natural gas, stirring infrastructure development and de- bottlenecking the economy with initiatives to unshackle land acquisition for development (along with rehabilitation requirements therein) and to ensure adequate availability of key inputs like coal and power. The growth agenda of the Government has been tethered to the revival of manufacturing, unleashed in the "Make in India", initiative, accompanied by liberalization of foreign direct investment, a large array of investment facilitation measures and steps to improve saving.

PERFORMANCE HIGHLIGHTS & OUTLOOK

The business environment for textile sector was continued to be challenging due to tough competition, increase in the input cost of raw material and supply chain and hike in electricity tariff etc. However the Company has managed to come out of these challenges and has done better in term of Sales and has increased its profitability before provision of depreciation. Further, the profitability of the Company was mainly affected due to changes in depreciation calculation method as required to be done under Companies Act, 2013.

Gross Sales for the year was of ' 2976.07 Lac in comparison to last years' sales of ' 2451.98 Lac. Other income contributed for the year was of ' 20.06 Lac in comparison to last years' figure of ' 22.03 Lac. In term of Net Profit, the Company has earned a profit of ' 2.04 Lac in comparison to last years' net profit of ' 22.01 Lac (before considering Tax and Extra-Ordinary Items).

The Company is in to the business of manufacturing grey cloth in its manufacturing unit at Murbad, Dist. Thane, Maharashtra.

The outlook for the current year is expected to be challenging mainly due to continued rise in input cost, cost of labor and electricity as well as higher inflation. Company is hopeful of managing these challenges and expected to do better in current financial year.

DIVIDEND AND RESERVES

In view of inadequate profit and in order to meet future challenges and financial requirements, your Directors do not propose any dividend for the year under review.

During the year under review, no amount was being transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 13.17925 Crore. During the year under review, the Company has not issued any share with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year, Mr. Ashish P Bajaj and Mr. Jayaram Jaithlaya have resigned from the Board due to their personal reasons. Further your Board has appointed Mr. Aditya P Khaitan, Mr. Kamal Dixit as Independent Directors of the Company to broad-base the Board and has appointed Mrs. Urmila Sureka as Non- Independent, Non-Executive Director in term of Clause 149(1) of Companies Act, 2013.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Pradeep Kr. Sureka, Whole time Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Pradeep Kr. Sureka, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Pradeep Kr. Sureka pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures /explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1,2014), any person who has already served as independent director for five years or more in a company as on October 1,2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. Name Designation Date of No. Appointment

1. Mr. Jayaram Jaithlaya Independent Director -

2. Mr. Ashish P Bajaj Independent Director -

3. Mr. Aditya P Khaitan Independent Director 13th Feb 2015

4. Mr. Kamal Dixit Independent Director 13th Feb 2015

5. Mrs. Urmila Sureka Non-Executive Director 23rd March 2015

Sl. Name Date of No. Resignation

1. Mr. Jayaram Jaithlaya 13th Feb 2015

2. Mr. Ashish P Bajaj 13th Feb 2015

3. Mr. Aditya P Khaitan -

4. Mr. Kamal Dixit -

5. Mrs. Urmila Sureka -

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no other significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 have been followed;

2. The Directors had adopted 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 Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology wherever feasible, relevant and appropriate.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Statutory Auditors

The Auditors M/s R. S. Agarwal & Associates, Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 28th Annual General Meeting up to the conclusion of the 32nd consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. R. S. Agarwal & Associates; that their appointment, if made, would be in conformity with the limits specified in the said Section.

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 G. S. Bhide & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

The Company has appointed M/s D. H. Thakkar & Associates, Chartered Accountants, Mumbai (FRN 136289W) to undertake the Internal Audit of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Board of Directors in this regard.

PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

The Company is engaged in the business of manufacturing Synthetic Fabric. The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, the information required under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014 is reported to be as under:

MURBAD UNIT- ELECTRICITY 2014-2015 2013-2014

Electricity Purchased [Units (KWH)] 1429371 1480814

Total Amount (') 4814735 8698103

Average Rate (Rs.) 3.37 5.87

Consumption Per Unit of Production

Cloth Production (Mtrs.) 3041768 2733219

Cost of Electricity Consumption (Rs.) / Mtrs. 1.58 3.18

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act, 2013 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the BSE Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Place : Mumbai By order of the Board Date : May 29th, 2015 For TUNI TEXTILE MILLS LIMITED

Registered Office : Narendra Kumar Sureka 63/71, Dadiseth Agiary Lane DIN : 01963265 3rd Floor, Kalbadevi Road, Mumbai-400002. Chairman


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 27th Annual Report of your Company together with theAudited Statements ofAccounts for the year ended March 31,2014.

Rs in Lac) FINANCIAL HIGHLIGHTS Year Ended Year Ended 31.03.2014 31.03.2013

Income 2473.74 1959.39

Profit before Tax & Extraordinary Items 22.01 17.82

Less : Provision for Taxation (Including Differed Tax & MAT) (3.09) 7.78

Profit after Tax 25.10 10.04

Add : Profit/(Loss) brought forward from Previous Year (237.88) (247.92)

Balance carried forward (212.78) (237.88)

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and the country is now a preferred destination for automotive R&D, as per a study on the Global Top 500 R&D spenders by globalization advisory and market expansion firm, Zinnov. The study noted that there was strong potential for growth in areas such as engineering analytics and that significant talent could be found in ''Deccan Triangle'' region, which encompasses Pune, Bangalore and Hyderabad.

The World Bank has projected an economic growth rate of 5.7 per cent in FY15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY14. The estimated value of FII holdings in India stands at US$ 279 billion.

The cumulative amount of FDI equity inflow into India stood at at US$ 212,031million in the period April 2000-February 2014, while FDI equity inflow during April 2013-February 2014 was recorded as US$ 20,766 million, as per data published by Department of Industrial Policy and Promotion (DIPP).

Thus, the emphasis is on a massive road connectivity plan which will tie the region together and subsequently enhance economic objectives. Also, agricultural gross domestic product (GDP) in the country is projected to grow by over five per cent in the current agricultural year (July 2013-May 2014).

BUSINESS OPERATIONS & OUTLOOK

The Business environment continues to remain extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2013-2014. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross Profit remained positive at figure of Rs. 22.01 Lac for the year.

The Company is in the Business of manufacturing Grey Cloth.

The outlook for the current year is challenging mainly due to sluggish economy and higher rate of inflation. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

In view of inadequate profit and in order to meet financial requirement to implement its future plans, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have subsidiary Company.

MANAGEMENTDISCUSSION &ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1,2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s R. S. Agrawal & Associates, Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 27th Annual General Meeting up to the conclusion of the 32nd consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. R. S. Agrawal &Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of theCompaniesAct, 1956.

COSTAUDIT

The Company has appointed M/s. NKJ & Associates, Cost Accountants, as cost auditors of the Company for conducting cost audit of the Company for the financial year 2014-2015.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIESACT, 1956

The Company is engaged in the business of manufacturing Synthetic Fabric. The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is reported to be as under:

MURBAD UNIT- ELECTRICITY 2013-2014 2012-2013

Electricity Purchased [ Units (KWH)] 1480814 1327113

Total Amount (Rs) 8698103 6637174

Average Rate (Rs) 5.87 5.00

Consumption Per Unit of Production

Cloth Production (Mtrs.) 2733219 2553512

Cost of Electricity Consumption (Rs.) / Mtrs. 3.18 2.60

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 73 of theCompaniesAct, 2013 and the rules there under.

REPORTON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the BSE Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 29, 2014 By order of the Board For TUNI TEXTILE MILLS LIMITE

Registered Office : 63/71, Dadiseth Agiary Lane 3rd Floor, Kalbadevi Road, Mumbai-400002 Narendra Kumar Sureka DIN : 01963265 Chairman


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 26th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs. in Lacs) Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Income 1959.39 2208.19

Profit before Tax & Extraordinary Items 17.82 29.61

Less : Provision for Taxation 7.78 9.39

Profit after Tax 10.04 20.22

Add : Profit/(Loss) brought forward from Previous Year (247.92) (268.14)

Balance carried forward (237.88) (247.92)

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

BUSINESS OPERATIONS

The Business environment continues to remain extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross Profit remained positive at figure of Rs. 17.82 Lac for the year.

The Company is in the Business of manufacturing Grey Cloth.

FUTURE PLANS

The Current financial year was a satisfactory year for the Company looking the current business scenario, high input cost, lack of demand in grey fabric, steep pricing competition, higher inflation rate etc. We feel that the Company has expanded its business and has done well in spite of negative market situation and tight monetary situation. The Company is willing to expand this business more and more and is planning to set-up new plant apart from replacing existing machinery in order to have better quality of products.

DIVIDEND

In view of inadequate profit and in order to meet financial requirement to implement its future plans, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have subsidiary Company.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Pradeep Kr. Sureka & Mr. Pramod Kr. Bajaj, Directors of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Both Mr. Pradeep Kr. Sureka & Mr. Pramod Kr. Bajaj, being eligible, offers themselves for re-appointment.

The Board recommends the appointment of both Mr. Pradeep Kr. Sureka & Mr. Pramod Kr. Bajaj pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s R. S. Agrawal & Associates, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COST AUDIT

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records every year. Subject to the approval of the Central Government, the Company has appointed M/s NKJ & Associates, Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14.

The Cost Audit Report for the FY 2011 - 2012 which was due to be filed with the Ministry of Corporate Affairs on February 28, 2013 (as per General Circular No.2/2013 dated January 31, 2013 of Ministry of Corporate Affairs) was being filed by the Company.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of manufacturing Synthetic Fabric. The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is reported to be as under:

MURBAD UNIT- ELECTRICITY 2012-2013 2011-2012

Electricity Purchased [ Units (KWH)] 1327113 1264087

Total Amount (Rs.) 6637174 4886690

Average Rate (Rs.) 5.00 3.86 Consumption Per Unit of Production

Cloth Production (Mtrs.) 2553512 3218098

Cost of Electricity Consumption (Rs.) / Mtrs. 2.60 1.52

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing

Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 30, 2013 By order of the Board

For TUNI TEXTILE MILLS LIMITED

Registered Office :

63/71, Dadiseth Agiary Lane Narendra Kumar Sureka

3rd Floor, Kalbadevi Road,

Mumbai-400002 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 25th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2012 31.03.2011

Income 2208.19 1842.73

Profit before Tax & Extra ordinary Items 29.61 33.24

Less/(Add) : Provision for Taxation 9.39 10.27

Profit after Tax 20.22 22.96

Add : Profit/(Loss) brought forward from Previous Year (268.14) (291.21)

Balance carried forward (247.92) (268.14)

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2011-2012. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained positive at figure of Rs. 29.61 Lac during the year.

The Company is in the Business of manufacturing Grey Cloth.

FUTURE PLANS

The Current financial year was a satisfactory year for the Company looking the current business scenario, lack of demand in fabric market, steep pricing competition, higher inflation rate etc. The Company has expanded its business and has done well in spite of adverse market situation and tight monetary situation. The Company is willing to expand this business more and more and is planning to set-up new plant apart from replacing existing machinery in order to have better quality of products.

DIVIDEND

In view of inadequate profit and in order to meet financial requirement to implement its future plans, your Directors do not propose any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Jayaram Jaithlaya & Mr. Ashish P. Bajaj, Directors of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Both Mr. Jayaram Jaithlaya & M r. Ashish P. Bajaj, being eligible, offers themselves for re-appointment.

The Board recommends the appointment of both Mr. Jayaram Jaithlaya & Mr. Ashish P. Bajaj pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s R. S. Agrawal & Associates, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of manufacturing Synthetic Fabric. The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is reported to be as under:

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing. Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, August 21, 2012 By order of the Board For TUNI TEXTILE MILLS LIMITED

Registered Office :

63/71, Dadiseth Agiary Lane Narendra Kumar Sureka

3rd Floor, Kalbadevi Road, Mumbai-400002 Chairman


Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the 24th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2011.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.3.2011 31.3.2010

Income 1842.73 1619.35

Profit before Tax & Extraordinary Items 33.65 33.11

Less/(Add) : Provision for Taxation 10.59 6.69

Profit after Tax 23.06 26.42

Add : Profit/(Loss) brought forward from Previous Year (291.21) (317.63)

Balance carried forward (268.15) (291.21)

DIVIDEND

In view of inadequate profit and in order to meet financial requirement to implement its future plans, your Directors do not propose any dividend for the year under review.

FOREIGN EARNINTS/OUTGOINGS

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2011, all the applicable accounting standards notified under the Companies (Accounting Standards) Rules 2006 have been followed and there are no material departures from the same;

2. The Directors had adopted 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 Company at the end of the financial year and of the profit of the Company for that year;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a "going concern" basis.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company respects the rights of its Shareholders to inform on the performance of the Company and its endeavor to maximize the long-term value to the Shareholders of the Company. As per Clause 49 of the listing Agreement of the Stock Exchange, a report on Corporate Governance is set out separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company's employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Mumbai, August 19, 2011 By order of the Board

ForTUNI TEXTILE MILLS LIMITED

Registered Office:

63/71, Dadiseth Agiary Lane Narendra Kumar Sureka

3rd Floor, Kalbadevi Road, Mumbai-400002 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2010.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.3.2010 31.3.2009

Income 1619.35 1156.36

Profit before Tax & Extraordinary Items 33.11 26.33

Less/(Add) : Provision for Taxation 6.70 (72.91)

Profit after Tax 26.41 99.24

Add : Profit/(Loss) brought forward from Previous Year (317.62) (416.86)

Balance earned forward (291.21) (317.62)

DIVIDEND

In view of inadequate profit and in order to meet financial requirement to implement its future plans, your Directors do not propose any dividend for the year under review.

PUBUC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

DIRECTORS

There is no change in the composition of Board during the year under review.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Pradeep Kr. Sureka & Mr. Ashish P. Bajaj, who retires by rotation, are eligible for reappointments.

None other Directors are interested in re-appointments of Mr. Pradeep Kr. Sureka & Mr. Ashish P. Bajaj.

Further, non of the Directors of the Company are disqualified under section 274(1 )(g) of the Companies Act 1956.

CORPORATE GOVERNANCE

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

HUMAN RESOURCES

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business.

The Company has a structured induction process and management development programmes to upgrade skills of managers. Objective appraisal systems are in place for senior management system.

AUDITORS

The Auditors M/s R. S. Agrawal & Associates, Chartered Accountants, Kolkata hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors U/S 224(1 B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

COMMENTS ON AUDITORS REPORT:

The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

STATUTORY INFORMATION

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Companys plan. By far the employees relations have been cordial through out the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

PARTICULARS UNDER SECTION 217(1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of manufacturing Synthetic Fabric. The information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be as under:

MURBAD UNfT- ELECTRICITY 2009-2010 2008-2009

Electricity Purchased [ Units (KWH)] 945972 828576

Total Amount (Rs.) 2714510 2359395

Average Rate (Rs.) 2.87 2.85 Consumption Per Unit of Production

Cloth production (Mtrs.) 2169413 1122976

Cost of Electricity Consumption Mtrs. (Rs.) 1.25 2.10

FOREIGN EARNINGS/OUTGOINGS

The Company has not earned or used foreign exchange earnings/outgoings during the year under review. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31 st March 2010, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 Company at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company respects the rights of its Shareholders to inform on the performance of the Company and its endeavor to maximize the long-term value to the Shareholders of the Company. As per Clause 49 of the listing Agreement of the Stock Exchange, a report on Corporate Governance is set out separately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) us commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Companys employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Mumbai, 18th August 2010 By order of the Board For TUNI TEXTILE MILLS LIMITED

Registered Office:

63/71, Dadiseth Agiary Lane Narendra Kumar Sureka

3rd Floor, Kalbadevi Road, Mumbai-400002 Chairman

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