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