To
The Members,
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 Rs 7668.71 lakh in comparison to
last years' revenue of Rs 5664.40 lakh. In term of Profit before taxation, the Company has
earned a Profit of Rs 80.25 lakh in comparison to last years' Profit of Rs 44.51 lakh.
Profit after Tax and Extra-Ordinary Items stood at Rs 56.65 lakh in comparison to last
financial year's Profit of Rs 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 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,
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
MANAGEMENT DISCUSSION & ANALYSIS
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.
MANAGEMENT
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 Rs
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 |
4.16 |
financial year; |
|
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 Rs 29,66,800/- in 2024-25 from Rs 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 policy of the company. |
Remuneration paid to all Employees is in
accordance with the 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 Rs 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 (Rs) |
4129780 |
4440316 |
Average Rate (Rs) |
5.46 |
5.55 |
Consumption Per Unit of Production |
|
|
Cloth Production (Meters) |
1330550 |
1244998 |
Cost of Electricity Consumption (Rs)/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.
Mumbai, June 2, 2025 |
By order of the Board 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 |