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Tuni Textile Mills Ltd.

BSE: 531411 Sector: Industrials
NSE: N.A. ISIN Code: INE560D01027
BSE 00:00 | 27 Oct 1.48 -0.07
(-4.52%)
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NSE 05:30 | 01 Jan Tuni Textile Mills Ltd
OPEN 1.48
PREVIOUS CLOSE 1.55
VOLUME 223552
52-Week high 2.58
52-Week low 0.26
P/E 49.33
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.48
CLOSE 1.55
VOLUME 223552
52-Week high 2.58
52-Week low 0.26
P/E 49.33
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tuni Textile Mills Ltd. (TUNITEXTMILLS) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 312020.

(Rs in lakhs)
Financial Results Year Ended 31.03.2020 Year Ended 31.03.2019
Revenue for the Year 2582.57 3517.63
Profit/(Loss) before Tax (PBT) 129.42 155.29
Less: Financial Expenses 104.33 100.03
Profit before Depreciation/Amortization (PBDT) 25.09 55.26
Less: Depreciation 36.31 47.86
Net Profit before Taxation (PBT) (11.22) 7.40
Less: Provision for Taxation (including Deferred Tax) 1.93 (8.48)
Less: Extra-Ordinary Items 17.22 -
Profit/(Loss) after Tax & Extra-Ordinary Items (30.36) 15.87
Less: Provision for Dividend - -
Changes due to conversion of accounts from GAAP to Ind AS 0.21 0.73
Less: Transfer to General / Statutory Reserves - -
Profit available for Appropriation (30.15) 16.60
Add : Profit/(Loss) brought forward from Previous Year (70.36) (86.96)
Balance carried forward (100.51) (70.36)

COVID-19

The beginning of 2020 has witnessed the global spread of COVID-19 i.e. coronavirus.Global threat from COVID-19 is continuing to grow and at a rapidly accelerating rate.Governments in many countries announced lockdowns and asked people to stay indoors. Aroundthe world these coronavirus lockdowns have driven professional and social life out of thephysical world and into the virtual realm. The economic fallouts of this is stilldifficult to assess as the situation is still evolving. Consequent to this Government ofIndia declared nation-wide lockdown on March 24 2020 which has impacted normal businessoperations of the Company. The Company has assessed the impact of this pandemic on itsbusiness operations and has considered all relevant internal and external informationavailable up to the date of approval of these financial results to determine the impacton the Company's revenue from operations for foreseeable future and the recoverability andcarrying value of certain assets such as property plant and equipment investmentsinventories trade receivables and MAT credit.

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at 2582.57 lakh in comparison to last years' revenueof 3517.63 lakh. In term of Profit before taxation the Company has earned a Profit/(Loss)of (11.22) lakh in comparison to last years' Profit/(Loss) of 7.40 lakh. Profit/(Loss)after Tax and Extra-Ordinary Items stood at (30.15) lakh in comparison to last financialyear's Profit/(Loss) of 16.60 lakh. There are no material changes or commitments affectingthe financial position of the Company which have occurred between the end of the financialyear and the date of this Report other than the impact of COVID-19 on the domestic andinternational business operations of the Company detailed in this Report as well as Notesto the Financial Statements of the Company.

DIVIDEND AND RESERVES

In view of carried forward losses and in order to meet future challenges and financialrequirements your Directors do not propose any dividend for the year under review. TheDividend Distribution Policy of the Company is available on the Company's website viz.www.tunitextiles.com.

During the year under review no amount has been transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2020 was of 13.17925 Crore. During theyear under review the Company has not issued any share with differential voting rightsnor granted stock options nor sweat equity. As on March 31 2020 none of the Directorsand/or Key Managerial Person of the Company hold instruments convertible in to EquityShares of the Company.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2020 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affairsprofits and cash flows for the year ended March 31 2020. Accounting policies have beenconsistently applied except where a newly issued accounting standard if initially adoptedor a revision to an existing accounting standard requires a change in the accountingpolicy hitherto in use. Management evaluates all recently issued or revised accountingstandards on an ongoing basis. The Company discloses standalone financial results on aquarterly basis which are subjected to limited review and publishes standalone auditedfinancial results on an annual basis. The Company continues to focus on judiciousmanagement of its working capital receivables inventories and other working capitalparameters were kept under strict check through continuous monitoring. There is no auditqualification in the standalone financial statements by the statutory auditors for theyear under review.

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 theAccounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments if any covered under the provisions ofSection 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 as defined under the ListingRegulations. However it has formulated a policy for determining its ‘Material'Subsidiaries and the same is available on the website of the Company viz.www.tunitextiles.com

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company. Therequisite details under Form AOC-2 in Annexure III have been provided elsewhere in thisReport. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has beenmade in the notes to the Financial Statements. All Related Party Transactions are placedbefore the Audit Committee for approval. Omnibus approval was obtained on a yearly basisfor transactions which are of repetitive nature. Transactions entered into pursuant toomnibus approval are verified by the Risk Assurance Department and a statement givingdetails of all Related Party Transactions are placed before the Audit Committee and theBoard for review and approval on a quarterly basis. None of the Directors has anypecuniary relationships or transactions vis-a-vis the Company The Company has put in placea mechanism for certifying the Related Party Transactions Statements placed before theAudit Committee and the Board of Directors from an Independent Chartered Accountant Firm.The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company except remuneration and sitting fees.

MANAGEMENT DISCUSSION & ANALYSIS

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

CHANGE IN NATURE OF BUSINESS IF ANY.

There are no changes in the nature of business in the financial year 2019-20.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The above criteria are broadly based on theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In a separate meeting of independent directors performance ofnon-independent directors the Board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and non-executivedirectors.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during thefinancial year 2019-20 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 ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure 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) ofSection 164 of the Companies Act 2013.

INDEPENDENT DIRECTORS & KMPs

As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board's Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting (‘AGM') of the Company. As perrequirements of Regulation 25 of Listing Regulations a person shall not serve as anindependent director in more than seven listed entities: provided that any person who isserving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall strive to be present at such meeting. During the current financial year Mr. Alakh VDeora (Independent Director) has resigned from the Board due to his personal commitments.Further he has provided a declaration that to the Board there are no other materialreasons other than those provided in his resignation letter. All Independent Directorshave given declarations that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 16 (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The details of programme for familiarization of Independent Directors with the Companynature of the business segments in which the Company operates and related matters are putup on the website of the Company In the opinion of the Board the Independent Directorspossess the requisite expertise and experience and are the persons of high integrity andrepute. They fulfil the conditions specified in the Companies Act 2013 and the Rules madethereunder and are independent of the management. In the opinion of the Board theIndependent Directors possess the requisite expertise and experience and are the personsof high integrity and repute. They fulfill the conditions specified in the Companies Act2013 and the Rules made thereunder and are independent of the management. The IndependentDirectors have confirmed that they have complied with the Company's Code of BusinessConduct & Ethics. Apart from above referred sole change there was no change in thecomposition of Board during the current financial nor was a change in the employees fromKMP category.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. Name No. Designation Date of Appointment Date of Resignation
1. Alakh V Deora Independent Director - Jan 18 2020

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

All the Independent Directors have submitted their disclosures to the Board that theyfulfil all the requirements as stipulated in Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 so as to qualify themselves to be appointed as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules. In terms ofRegulation 25(8) of Listing Regulations they have confirmed that they are not aware ofany circumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their liability to discharge their duties. Based on the declarationreceived from Independent Directors the Board of Directors have confirmed that they meetthe criteria of Independence as mentioned under Section 149 of the Companies Act 2013 andRegulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy forperformance evaluation of the individual directors Board and its Committees whichincludes criteria for performance evaluation. Pursuant to the provisions of the Act andthe Listing Regulations and based on policy devised by the NRC the Board has carried outan annual performance evaluation of its own performance its committees and individualdirectors. The Board performance was evaluated based on inputs received from all theDirectors after considering criteria such as Board composition and structureeffectiveness of Board and information provided to the Board etc. The performance of thecommittees was evaluated by the Board of Directors based on inputs received from all thecommittee members after considering criteria such as composition and structure ofcommittees effectiveness of committee meetings etc. Pursuant to the Listing Regulationsperformance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. A separate meeting of the Independent Directorswas also held for the evaluation of the performance of non-independent Directorsperformance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS

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

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

The business of the Company is in sleeping mode since March 22 2020 due to start ofLock-down in the Country as well as Maharashtra. The manufacturing activities have alsobeen held up since then in our unit at Murbad Dist. Thane Maharashtra.

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The two big and reputed buyers viz. Raymonds and Siyaram have informed to us stopproduction for them and to cancel their ongoing as well as future orders till the timethey communicate us in this regard. Even we are uncertain about the time period to betaken in receiving payments against exports orders to our foreign buyers. In the meanwhilethe Company has received regulatory permission for start of its unit at Murbad but we arefacing labour crunch as about 80% of our laborers have returned back to their villageshowever we are trying to resolve labour issues. Even we are uncertain about the working ofloom machines and other allied machines as these were also in sleeping mode since March22 2020. However we have started inspection of these machineries and tools and once wereceive updates will update members about the same in due course. Our Banker GSP ParsikBank has informed us that the Bank is reviewing our Credit Limits and will communicate usabout the same in due course.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013: 1. that in the preparation of the Annual Accounts for the year endedMarch 31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; 2. the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2020 and of the profit/(loss) of the Company for the yearended on that date; 3. that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; 4. the annual accounts have been prepared on agoing concern basis; 5. that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and 6. that the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

BUSINESS RISK MANAGEMENT

Business risks and mitigation plans are reviewed and the internal audit processesinclude evaluation of all critical and high risk areas. Critical functions are rigorouslyreviewed and the reports are shared with the Management for timely corrective actions ifany. The main focus of internal audit is to review business risks test and reviewcontrols assess business processes besides benchmarking controls with best practices inthe industry. The Audit Committee of the Board of Directors Statutory Auditors andBusiness Heads are periodically apprised of the internal audit findings and correctiveactions. The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and evaluates the recommendations of theBoard. The Audit Committee suggests improvements and utilizes the reports generated from aManagement Information System integral to the control mechanism. However the Company isnot 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 systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during FY 2020.

NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company i.e.www.tunitextiles.com

INFORMATION TECHNOLOGY

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

RESEARCH & DEVELOPMENT

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

AUDITORS Statutory Auditors

Messrs DBS & Associates Chartered Accountants Mumbai (FRN 081627N) were appointedas Statutory Auditors of the Company for a period of five consecutive years at the 32ndAnnual General Meeting (AGM) of the Members held on September 27 2019 on a remunerationmutually agreed upon by the Board of Directors and the Statutory Auditors. Theirappointment was subject to ratification by the Members at every subsequent AGM held afterthe AGM held on September 27 2019. Pursuant to the amendments made to Section 139 of theCompanies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute. Hence the resolution seeking ratification ofthe Members for continuance of their appointment at this AGM is not being sought.

Auditors' Report

The Auditors' Report to the Shareholders does not contain any reservationqualification or adverse remark.

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 hasappointed M/s G. S. Bhide & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin the form of MR-3 is annexed in this Annual Report as Annexure II.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s D. Thakkar &Associates Chartered Accountants Mumbai (FRN 132824W). The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry. The Audit Committee of theBoard of Directors actively reviews the adequacy and effectiveness of the internal controlsystems and suggests improvements to strengthen the same. The Company has a robustManagement Information System which is an integral part of the control mechanism. TheAudit Committee of the Board of Directors Statutory Auditors and the Business Heads areperiodically apprised of the internal audit findings and corrective actions taken. Auditplays a key role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2020 made under the provisionsof Section 92(3) of the Act is attached as Annexure IV to this report.

PARTICULARS OF EMPLOYEES

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

i the ratio of the remuneration of each Directors & KMP Ratio
director to the median remuneration of Narendra Kumar Sureka 2.49:1
the employees of the company for the Pradeep Sureka 2.49:1
financial year; Archit Sureka 2.52:1
Mamta Jain 0.76:1
1. The median remuneration of employees of the Company was 361000/-
2. Figures has been rounded off wherever necessary
Name Designation Increase %
ii The percentage increase in remuneration of each director Chief Narendra Kumar Sureka Managing director 0.00
Financial Officer Chief Executive Pradeep Sureka whole time director 0.00
Officer Company Secretary or Archit Sureka CFO 26.32
Manager if any in the financial year; Mamta Jain CS 4.35
iii the percentage increase in the median remuneration of employees in 2.85%
the financial year;
iv the number of permanent employees on the rolls of Company 88 employees as on 31.03.2020
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 2020 decreased by 251.62% whereas the increase in median remuneration was 2.85% 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 9.41% from 2985972/- in 2019-20 to 2729000/- in 2018-19 whereas the Profit before Tax decreased by 251.62% to -1121665/- in 2019-20 ( 739779/- in 2018-19)
vii variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies and in case of unlisted companies the variations in the net worth of the company as at the close of the current financial year and previous financial year; Particulars 31st March 31st March
2020 2019
Market Capitalization 248.20 Lakhs 640 Lakhs
Price Earnings Ratio -21.30% 40.83%
Networth of the Company 121741511/- 124756638/-
The Company has not raised money via Public Issue or Right Issue or Preferential Issue during the year.
viii Average percentile increase in salaries of employees other than managerial personnel 4.28%

s

ix Comparison of Particulars each remuneration of key managerial personnel against the performance of the company 31st March % of Reason against performance of the company
2020 Change
Narendra Kumar Sureka 900000/- 0.00% Profit before tax decreased by 251.62% and profit after tax decreased by 291.29% in FY 2019-20
Pradeep Kumar Sureka 900000/- 0.00%
Archit Sureka 909972/- 26.32%
Mamta Jain 276000/- 4.35%

x The key parameters for any variable component of remuneration availed by thedirectors; None

xi The ratio of the remuneration of the highest paid director to that of the employeeswho are not None directors but receive remuneration in excess of the highest paid directorduring the year;

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 theStatutory 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 safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof 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 tocertify and declare that there was no case of sexual harassment during the year underreview. Neither there was a case pending at the opening of Financial Year nor has theCompany received any Complaint during the year.

BUSINESS RESPONSIBILITY REPORT

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned sum of 47.79 Lakh (Equivalent to USD 69961.64) during thecurrent financial year while outgo in foreign currency was Nil.

PUBLIC DEPOSITS

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

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 ofCompanies (Cost Records and Audit) Rules 2014.

STATUTORY INFORMATION

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

MURBAD UNIT- ELECTRICITY 2019-2020 2018-2019
Electricity Purchased [Units (KWH)] 1233658 1272166
Total Amount ( ) 6552848 4920923
Average Rate ( ) 5.31 3.87
Consumption Per Unit of Production
Cloth Production (Meters) 2471995 2960185
Cost of Electricity Consumption ( )/Meters 2.65 1.66

STATUTORY AUDITORS AND AUDITORS REPORT

The Company's Statutory Auditor M/s DBS & Associates Chartered AccountantsMumbai (FRN - 081627N) was appointed as Statutory Auditor's for a period of fiveconsecutive years at the 32nd AGM of the Company held on 27thSeptember 2019 on remuneration to be determined by the Board of Directors. Pursuant to theamendments made to Section 139 of the Companies Act 2013 by the Companies (Amendment)Act 2017 which came into effect from 7th May 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditor has beenwithdrawn from the Statute. In view of the above ratification of the Members forcontinuance of their appointment at this AGM is not being sought. The Statutory Auditorshave given a confirmation to the effect that they are eligible to continue with theirappointment and have not been disqualified in any manner from continuing as StatutoryAuditor. The remuneration payable to the Statutory Auditor shall be determined by theBoard of Directors based on the recommendation of the Audit Committee. The Notes onFinancial Statement referred in the Auditors' Report are self-explanatory and do not callfor any further comments. The Auditors' Report does not contain any qualificationreservation adverse remark or disclaimer for the Financial Year 2019-20.

REPORT ON CORPORATE GOVERNANCE

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

GENERAL

Your Directors state that during Financial Year 2019-20:

The Company has not issued any Equity Shares with differential rights as to DividendVoting or otherwise. The Company has not issued any Sweat Equity Shares during the year.There are no significant or material orders passed against the Company by the Regulatorsor Courts of Tribunals during the year ended March 31 2020 which would impact the goingconcern status of the Company and its future operations.

CAUTIONARY STATEMENT

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

APPRECIATION

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

By order of the Board
Mumbai July 24 2020 For TUNI TEXTILE MILLS LIMITED
Registered Office : Narendra Kumar Sureka
63/71 Dadiseth Agiary Lane DIN : 01963265
3rd Floor Kalbadevi Road Mumbai-400002. Managing Director

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