Your Directors have pleasure in presenting the 44th Annual Report together with Audited Financial Statements of the
Company for the year ended 31st March, 2025.
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Financial Results
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Financial Year
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2024-25
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2023-24
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(' in lakhs)
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Profit before Interest and Depreciation
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3,566.53
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1210.30
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Less : Interest
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1,185.22
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1140.47
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Profit before Depreciation
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2,381.31
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69.83
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Less : Depreciation
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1,435.44
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1483.05
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Profit before Tax
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945.87
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(1413.22)
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Less : Provision for Income Tax
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- Taxation for earlier years / MAT Credit Written Off
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176.28
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631.89
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- Deferred Tax Liability (Net)
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(408.75)
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(936.71)
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Profit after Tax
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1,178.34
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(1108.40)
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Add : Other comprehensive income/(Loss)
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42.74
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(36.26)
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Total comprehensive income/(Loss) for the Year
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1,221.08
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(1144.66)
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DIVIDEND
The Board has recommended a dividend of ' 0.60/-per share (6% on face value of ' 10/-each) for the financial year
2024-25.
REVIEW OF OPERATIONS
The Company's turnover from sale of goods and services is ' 32,238.16 Lakhs during the year compared to
' 33,440.63 Lakhs in the previous year. During the year under review, the spinning unit produced 3,313.05 tonnes
(6,101.52 tonnes) of yarn. The spinning unit sold 3,329.92 tonnes (6,291.43 tonnes) of yarn and out of which exports
accounted for 50.81 tonnes (168.46 tonnes). Further, during the year under review, the Company sold 1,332.66 tonnes
(2,220.28 tonnes) of waste cotton of which exports accounted for nil tonnes (330.62 tonnes).
The Wind Mills, with aggregate installed capacity of 13.195 MW generated 98.98 lakh units of Wind Electricity as against
107.50 lakh units in the last year. The entire power generated by Wind Mills was utilized captively at the spinning unit.
Your Company is continuously putting efforts to widen the Product Mix under Technical Textile segment.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements for the year ended 31.03.2025 has been prepared in accordance with the Indian Accounting
Standard (IndAS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
and other applicable provisions.
Consolidated Financial Statements pertaining to it's Associate M/s. L K Distributors Private Ltd is attached elsewhere
with this report. Form AOC-1 containing salient features of Associate Company is also attached with this Annual Report.
The Associate Company (M/s. L K Distributors Private Ltd) is engaged in wind power generation has produced 42.14 lakh
units during the year under review which has been fully consumed by M/s. Shiva Texyarn Ltd.
PROSPECTS FOR THE CURRENT YEAR
Your Company has started concentrating on the manufacture of finer counts of yarn. The Company has secured
significant orders from the Government of India, Ministry of Defence for the supply of 26,574 sets of Extreme Cold
Weather Clothing System (Suit) which will be supplied from October'24 till January'26 (Out of which, 10,000 sets
have been already delivered during the year under review). Further, an order for the supply of 16,000 pairs of NBC
Suit Permeable M K V has received from Department of Military Affairs, Indian Airforce and the same will be supplied
between January'25 to August'25. Also, an order has been received from Department of Military Affairs, Indian Airforce
for the supply of NBC Haver Sack MK - II 21,333 pieces which will be supplied from January'25 to January'26.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
No such changes during the period under review.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to General Reserves.
SHARE CAPITAL
During the year under review there were no changes in the capital structure of the Company.
TRANSFER OF UNCLAIMED DIVIDEND / SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND
The Company has transferred the unclaimed dividend and shares pertaining to the financial year 2016-17 to the
Investor Education and Protection Fund Authority (IEPF) and the details are hosted in the website of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, Annual Return for Financial Year ended on
31st March 2025, is posted on the website of the Company viz., https://www.shivatex.in/shares/annual-returns/.
BOARD MEETINGS
During the year under review, four Board Meetings of the Company were conducted. The details of the same have
been given in the Corporate Governance Report under Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forming part of this Report.
SECRETARIAL STANDARDS
During the year under review, your Company has complied with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India from time to time.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134 (5) of the Companies Act, 2013 your Directors confirm that:
a) Your Directors have followed the applicable accounting standards in the preparation of the annual accounts, with
proper explanation relating to material departures;
b) Your Directors have 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
at the end of the financial year and of the profit and loss of the Company for that period;
c) Your Directors have 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;
d) Your Directors have prepared the annual accounts on a going concern basis;
e) Your Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and
f) Your Directors have devised proper system to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
DIRECTORS
Dr. S V Kandasami, Director (DIN:00002470) is required to retire by rotation at the ensuing Annual General Meeting, he
is eligible for re-appointment and seeks re-appointment.
The Board of Directors at their meeting held on 24.05.2024 has appointed Sri. Jayaram Govindarajan (DIN:02178416)
as an Independent Director of the Company for a period of 5 years w.e.f 24.05.2024 to 23.05.2029 which has been
approved by the members of the Company in their meeting held on 21.08.2024.
The members of the Company at their meeting held on 21.08.2024 has approved the re-appointment of
Sri A Dhananjayan (DIN:08043947) and Sri D Satish Krishnan, (DIN:00052973) as Independent Directors of the Company
for a second term of five consecutive years effective from 29.05.2024 till 28.05.2029.
The second tenure of office of Sri S Marusamy (DIN:00610091) as a Non-Executive Independent Director of the
Company ended on 24.08.2024. Sri S Marusamy was associated with the Company since 2006 and he was appointed
as a Non-Executive Independent Director of the Company for a term of two consecutive five years w.e.f. 25.08.2014 to
24.08.2024. Sri S Marusamy has always been of great support to the Board. The Board placed on record its gratitude and
appreciation for the valuable services rendered by Sri S Marusamy during his tenure of office.
Sri S K Sundararaman, Managing Director of Shiva Texyarn Ltd is eligible for a commission of 5% on the net profits of
the Company. He is also holding the position of Managing Director in M/s. Vedanayagam Hospital Private Ltd (Holding
Company) without any remuneration.
The Company has obtained a Certificate from Sri R Dhanasekaran, Company Secretary in Practice, certifying that none
of the Directors on the Board of the Company have been debarred / disqualified from being appointed or continuing
as Directors of the Company by the Board / Ministry of Corporate Affairs or any such statutory authority.
DECLARATION OF INDEPENDENT DIRECTORS
All the 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(1)(b) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.
ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Independent Directors at their meeting without participation of
non-Independent Directors and management, considered and evaluated the Boards' performance, performance of
the Chairman and Managing Director. The Board has carried out an annual evaluation of its own performance and
performance of the individual Directors as well as the Committees of Directors.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of the following members:-
1. Sri A Dhananjayan - Chairman (Non- Executive Independent Director)
2. Sri D Satish Krishnan - Member (Non- Executive Independent Director)
3. Sri S K Sundararaman - Member (Managing Director) and
4. Smt. V Bhuvaneshwari - Member (Non- Executive Independent Director)
The Board has implemented the suggestions, if any, made by the Audit Committee from time to time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loans or guarantees governed under the provisions of Section 186 of the Companies
Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism for Directors and employees to report concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics. The policy has been
posted in the website of the Company viz., https://www.shivatex.in/shares/595/policies/.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
Your Company is covered under the provisions of Section 178(1) of the Companies Act, 2013. The Board of Directors
have framed a policy setting out the framework for appointment and payment of remuneration to Directors, Key
Managerial Personnel and Senior Management Personnel of the Company. The policy is explained as part of the
Corporate Governance Report. The Nomination and Remuneration Committee ensures that:
1. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors
of the quality required to run the Company successfully
2. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
Charter on Nomination and Remuneration can be accessed at Company's website https://www.shivatex.in/
shares/129/policies/.
PARTICULARS OF CONTRACTS AND Arrangements & RELATED PARTY TRANSACTIONS
All related party transactions entered during the financial year were in the ordinary course of business and on arm's
length basis. Form AOC-2 is annexed elsewhere in this annual report. Further no materially significant related party
transactions were made by the Company with Promoters, Key Managerial Personnel or other designated persons
which may have potential conflict with interest of the company at large. Approval of Audit Committee was obtained
for transactions of repetitive nature on annual basis. All related party transactions are placed before the Audit
Committee and Board of Directors for their review. The policy on Related Party Transactions is available in the website
https://www.shivatex.in/shares/542/policies/.
CERTAIN ADDITIONAL INFORMATION AND DETAILS REQUIRED AS PER RULE 8(5) OF THE
COMPANIES (ACCOUNTS) RULE, 2014, ARE FURNISHED HEREIN BELOW:
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S.No.
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Particulars
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Remarks
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i
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The Financial summary or highlights
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The details are furnished at the beginning of the
Director's Report
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ii
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The change in the nature of business, if any
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There was no change in the nature of principal
business of the Company during the financial year
ended 31st March 2025.
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iii
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The details of Directors or Key Managerial Personnel
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Sri Jayaram Govindarajan (DIN:02178416) was
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who were appointed or have resigned during the
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appointed as an Independent Director of the
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year
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Company w.e.f 24.05.2024.
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iii.a.
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A Statement regarding opinion of Board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed
during the year
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Sri Jayaram Govindarajan (DIN:02178416) was
appointed as an Independent Director of the
Company on 24.05.2024 and the Board is of the
opinion that he meets the criteria of integrity,
expertise and relevant experience (including the
proficiency) for appointment.
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iv
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The names of companies which have become or
ceased to be its Subsidiaries, Joint Ventures or
Associate Companies during the year
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NIL
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v
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The details relating to deposits, covered under
Chapter V of the Act
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S.No.
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Particulars
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Remarks
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a.
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Accepted during the year
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Nil
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b.
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Remained unpaid or unclaimed
as at the end of the year
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Nil
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c.
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Whether there has been any
default in repayment of deposits
or payment of interest thereon
during the year and if so,
number of such cases and the
total amount involved
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i) At the beginning of the year
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Nil
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ii) Maximum during the year
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iii) At the end of the year
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vi
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The details of deposits which are not in compliance
with the requirements of Chapter V of the Act.
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Not Applicable
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vii
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The details of significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and company's operations
in future
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There are no significant and material orders passed
by the Regulators/Courts that would impact the
going concern status and the Company's operation
in future.
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viii
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The details in respect of adequacy of internal controls
with reference to the Financial Statements
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The Company has an Internal Control System,
commensurate with the size, scale and complexity
of its operations. The Company has appointed an
Internal Auditor as required under Section 138 of
the Companies Act, 2013. The scope and authority
of the Internal Audit function is reviewed by the
Audit Committee from time to time. To maintain its
objectivity and independence, the Internal Auditor
directly reports to the Audit Committee.
Based on the report of internal audit function,
corrective actions are taken in the respective areas to
further strengthen the internal controls. Significant
audit observations and recommendations along
with corrective actions thereon are presented to the
Audit Committee of the Board, if any.
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ix
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Maintenance of cost records under sub-section (1) of
section 148 of the Companies Act, 2013
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Pursuant to the provisions of Section 148(1) of the
Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, the Company was
required to maintain cost records. Accordingly, the
required accounts and cost records are duly made
and maintained by the company during the year
under review.
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x
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A statement that the Company has complied
with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
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The Company has constituted Internal Complaints
Committee and has in place an Anti-Sexual Harassment
Policy as stipulated under The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee
(ICC) has been set up to redress complaints for sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
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a.
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No. of Complaints filed during the
Financial Year 2024-25
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NIL
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b.
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No. of Complaints disposed off
during the Financial Year 2024-25
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NIL
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c.
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No. of Complaints pending as on end
of the Financial Year 2024-25
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NIL
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d.
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No. of Cases pending for more than
90 days
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NIL
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xi.
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The details of application made or any proceedings
pending under the Insolvency and Bankruptcy
Code 2016 during the year along with their status
as at the end of the financial year
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Not Applicable
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xii.
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The 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
reasons thereof
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Not Applicable
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CORPORATE GOVERNANCE
In line with requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your
Company is committed to the principles of good Corporate Governance and continues to adhere good corporate
governance practices consistently.
A separate section is given on Corporate Governance, Management Discussion and Analysis along with a certificate
from the Practicing Company Secretary regarding compliance with conditions of Corporate Governance, as stipulated
under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 which forms part of this Annual Report.
AUDITORS
As per Section 139 of the Companies Act, 2013 M/s. VKS Aiyer & Co., Chartered Accountants, Coimbatore (Firm
Registration No. 000066S) were appointed as Statutory Auditors of the Company for a term of 5 consecutive years in
the 41st Annual General Meeting held on 12.09.2022 and will hold office up to 46th Annual General Meeting without
requirement of further ratification every year as per the provisions of Companies (Amendment), Act, 2017.
DETAILS OF FRAUDS REPORTED BY AUDITORS
There were no frauds reported by the Statutory Auditors under the provisions of Section 143(12) of the Companies Act,
2013 and rules made thereunder during the year under review.
No adverse qualifications/comments have been made by the Statutory Auditor's Report during the year under review.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements), Regulation 2015, the Board has recommended the appointment of Sri. R Dhanasekaran, Practicing
Company Secretary as a Secretarial Auditor of the Company for a period of five consecutive years w.e.f 01.04.2025 to
31.03.2030 and a suitable resolution as set out in the notice is being placed before the shareholders for their approval.
The Secretarial Audit report is attached herewith as Annexure - I. No adverse qualifications/comments have been
made in the said report by the Practicing Company Secretary.
The Certificate of non-disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of
the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 are attached with this report.
COST AUDITOR
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules 2014
as amended from time to time, the Board of Directors, on the recommendation of Audit Committee, have appointed
Sri M Nagarajan, Cost Accountant, Coimbatore as Cost Auditor to conduct Cost Audit of the Company for the financial
year 2025-26 with remuneration. As required under the Companies Act, 2013, a resolution seeking members' approval
for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.
INTERNAL AUDITOR
The Company has appointed M/s. B.M Associates, Chartered Accountants as Internal Auditor to conduct the internal
audit of the Company and the Audit Committee, in consultation with Internal Auditor formulate the scope, functioning,
periodicity for conducting Internal Audit.
STATEMENT ON RISK MANAGEMENT POLICY
Your company is not required to constitute a Risk Management Committee as per Regulation 21 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (only applicable to top 1000 listed entities based on the
market capitalization as on 31.03.2024). Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company have
a Risk Management Policy including identification therein of elements of risk, if any, which in the opinion of the Board
may threaten the existence of the Company.
Company's Risk Management Policy can be accessed at Company's website https://www.shivatex.in/shares/130/
policies/.
CSR INITIATIVES AND COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company has constituted Corporate Social Responsibility Committee (CSR), which shall recommend to the
Board, the activities to be undertaken by the Company as specified in schedule VII of the Companies Act, 2013,
recommend the amount of expenditure to be incurred on such activities and monitor the CSR policy of the Company.
The CSR provisions are not applicable to the Company for the financial year 2024-25 and hence the spending towards
CSR Obligation does not arise.
Corporate Social Responsibility Committee constituted by the Board with effect from 21.05.2014, presently comprised
of the following Directors.
1. Dr S V Kandasami - Chairman
2. Smt. S Sujana Abirami - Director
3. Sri D Satish Krishnan - Independent Director
Company Secretary of the Company is the Secretary of this Committee. Managing Director and Chief Financial Officer
are attending the Committee as invitees. The CSR activities and its related particulars are enclosed as Annexure II.
STATUTORY DISCLOSURES
I. Conservation of Energy and others
The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March 2025 relating to Conservation of Energy,
etc., is enclosed as Annexure III.
II. Remuneration of Directors and other details
The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year
ended 31st March 2025 is provided as Annexure IV to this report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
During the year under review the human relations continued to be very cordial. The Board of Directors wishes to
acknowledge the contribution of the employees at all levels of the organization.
ACKNOWLEDGEMENT
Your Directors acknowledge with gratitude the timely assistance and help extended by the Bankers for having provided
the required bank facilities. Your Directors wish to place on record their appreciation of the contributions made by the
employees at all levels for the continued good performance of your company.
By Order of the Board
Coimbatore S V ALAGAPPAN
22.05.2025 CHAIRMAN
(DIN:00002450)
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