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