Directors Report of Southern Latex Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the working of the Company along with the audited Balance Sheet and Profit Loss Account for the year ended 31st March 2015.

FINANCIAL RESULTS

(in Rs.)

Particulars 2014-2015 2013-2014

Total Income 83,15,500.00 1,22,68,310.00

Less : Depreciation 26,87,340.00 9,04,386.00

Profit after depreciation but before tax (PBT) 13,84,916.00 3,87,912.00

Less : Taxes 2,63,896.00 73,779.00

Net profit / (loss) for the period 11,21,020.00 3,13,413.00

No. of Shares 7359200 7359200

EPS 0.15 0.04

Proposed Dividend 0.00 0.00

Dividend tax 0.00 0.00

Balance of Profit Carried to B/S 11,21,020.00 3,13,413.00

DIVIDEND

No dividend has been recommended for the year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The board does not proposed any amount to carry to any specific reserves.

OPERATIONS as STATE OF COMPANY'S AFFAIRS

During the year under review, your company had made a turnover of Rs.83.15 lakhs and resulting Net profit of Rs.11.21 lakhs as compared with the previous year as Rs.122.68 lakhs and Rs.3.13 lakhs respectively.

CHANGES IN NATURE OF BUSINESS

There is no significant changes had been made in the nature of the company during the financial year

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT

No significant material changes and commitments have occurred between the date of the balance sheet and the date of the audit report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY

REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired & economically used.

FUTURE PLAN

The Company is planning to start new business in highly potential market for which it has augmented efforts with core team.

Subsidiaries / Joint Ventures

There are no subsidiaries and Joint venture Companies.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Energy conservation is being given top priority and the Company monitors the energy costs and reviews the consumption of energy on a regular basis.

B. FOREIGN EXCHANGE EARNING AND OUTGO

There was no foreign exchange expenses and income during the year.

MANAGERIAL REMUNERATION

1. Details of Managerial Remuneration required to be Disclosed in Boards Report as per Section 197(2) of the Companies Act 2013 and read with Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

Designation Remuneration Name of the Paid in FY Director 2014-2015 (in Rs)

V K Balaji Independent NIL Director

N Neelakanda Managing NIL Pillai Director

Muralikrishnan Independent NIL Director

Santhi Independent NIL Director

*G Independent NIL Manivannan Director

**K Karthik Company 20,000 Secretary

***G Company 3,62,500 Guruswami Secretary Raj

Name of the Director Remuneration % increase of Ratio/Times Paid in FY remuneration per Median in 2015 as of employee 2013-2014 compared to remuneration 2014 previous year

V K Balaji NIL NA NA

N Neelakanda NIL NA NA Pillai

Muralikrishnan NIL NA NA

Santhi NIL NA NA

*G Manivannan NIL NA NA

**K Karthik NIL NIL NIL

***G Guruswami Raj NIL NIL NIL

*On 31st May 2014 Mr. G Manivannan(DIN 02611543) Director of the Company had resigned from the Board

** Mr. K Karthik resigned on 29th April 2014 from the post of Company Secretary of the Company.

***Mr. G Guruswami Raj was appointed as Company Secretary on 10th November 2014.

There is no employee who is withdrawing remuneration more than 60 Lacs per annum, more than 5 Lacs per month and more than remuneration of Managing Director or Whole Time Director

- No of permanent employees on the rolls as on 31st March 2015 is 5.

- The board confirms that the remunerations paid to the directors is as per the remuneration policy.

2. STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(2) And RULE 5 (3) of COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

C. Employed throughout the year and in receipt of remuneration in aggregate of not less than Rs. 60 Lakhs per annum

- None -

B. for part of the year and in receipt of remuneration of more than Rs. 5 Lakhs per month

- None -

C. If employed throughout the FY or part thereof, was is in receipt of remuneration in excess of that drawn by the Managing Director or WTD or Manager and holds himself or along with his spouce and dependent children, not less than 2% of equity shares of the Company.

- None -

RISK MANAGEMENT POLICY

The risk management policy of the company rectifies the risk and controlling mitigating factors. The risk as identified by the company does not threaten the existence of the company

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the preparation of Annual Accounts for the year ending 31st March 2015, the applicable Accounting Standards have been followed and no material departures have been made from the same.

2. That they 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 for that period.

3. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on the 'going concern' basis

5. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively

6. The Directors had devised proper system to ensure that systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS & SHAREHOLDERS

The Board met 9 (Nine times) on the following dates during the financial year 2014 -15

Date of Board Main Agenda discussed meeting

29th April 2014 Acceptance of Resignation of Mr. Karthik, from the post of Company Secretary of the Company

16th May 2014 Adoption of Audited Financial Results for the year ended 31st March 2015

31st May 2014 Resignation of Mr. G Manivannan from Directorship of the Company

08th July 2014 Unaudited quarterly Results adopted for the quarter ended 30th June 2014

09th October 2014 Unaudited quarterly Results adopted for the quarter ended 30th Sep 2014

10th Nov 2014 Adoption of AGM Notice Appointment of Mr. Guruswami as Company Secretary of the company

18th Dec 2014 25th Annual General Meeting held & Board met and discussed the review of AGM transactions

12th Feb 2015 Unaudited quarterly Results adopted for the quarter ended 31st Dec 2014

31st March 2015 Appointment of Ms. Santhi as Independent Women Director

CORPORATE GOVERNANCE:

A report on Corporate Governance, pursuant to clause 49, is annexed hereto and forms part of this report. A certificate from M/s. Kannan & Alamelu, Chartered Accountants, Statutory Auditors of the Company regarding compliance of conditions of corporate governance stipulated by the stock exchanges is annexed to this report.

ANNUAL RETURN

An extract of Annual Return as on 31 March 2015 pursuant to Section 92 ( 3) of the Companies Act, 2013 and forming part of the report is attached separately as Annexure-A

CODE OF CONDUCT

The Company has adopted a code of conduct for the Board of Directors and senior management of the Company and all of them have affirmed compliance of the same.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

In accordance with the listing agreement, the Management Discussion and Analysis Report is annexed hereto and forms part of this report.

AUDIT COMMITTEE

Your company has complied with the provisions of Section 177 of the Companies Act, 2013 as to constitution of Audit Committee with Mr. MuraliKrishnan and Mr. N. Neelakanda Pillai are being members of the said committee. Mr. V K Balaji being the Chairman of the committee. The committee met four times during the year. Ms..Santhi was inducted into the committee on 31st March 2015 after her appointment in the board.

PUBLIC DEPOSIT

The Company has not accepted any deposit from the public during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not made any loans and Investments and has not given any guarantees as per the provisions of section 186 of the Companies Act, 2013 during the financial year:-

S.No Loan/Guarantee/ Date of Name of Company Amount Investment Transaction

NIL NIL NIL NIL NIL

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All Contracts/arrangements/transactions entered by the company during the financial year 2014- 15 with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any contracts/arrangements/transactions with related parties which would be considered material. Details given in the Annexure-E

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORORATE SOCIAL RESPONSIBILITY INITIATIVES.

The Companies Act, 2015 lays down a mandatory provision wherein every company having

- Net worth of rupees five hundred crore or more, or

- Turnover of rupees one thousand crore or more or

- Net profit of rupees five crore or more

during any financial year, shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent director. As the said provisions are not applicable to the company, it has not developed and implemented any Corporate Social Responsibility initiatives.

FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD AND ITS COMMITTEES

The manner in which the formal evaluation of the members of both the board and various committees constituted by the company has been covered in the "Corporate Governance Report" to this report.

The following policies relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 of the company are attached for

(a) Policy relating to selection of directors appointment. -Annexure -C

(B) Remuneration Policy for directors, Key Managerial Personnel and other employees.- Annexure-D

LISTING

The Shares of your company is presently listed in the Bombay Stock Exchange (BSE).

DIRECTORS

a. Resignation:

On 31st May 2014 Mr. G Manivannan(DIN 02611543) Director of the Company had resigned from the Board.

b. Appointment

On 31st March 2015, Ms. Santhi(DIN 07145742) was inducted into the Board as Additional Director. Her candidature is being proposed by a member for the office of Director as Independent Women Director, which will be considered by the shareholders at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 149 (6) of the Act, Mr.V.K.Balaji (DIN No 00084412), Mr. V. Murali Krishnan(DIN No. 05312102) and Ms. Santhi(DIN 07145742) the Independent Directors of the Company have submitted their declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year 2014-2015.

AUDITORS

The Statutory Auditor M/s. Kannan & Alamelu was appointed at the 25th Annual General Meeting held on 19th December 2014 as Statutory Auditor for the period of 4 years which will be ratified by the Members at the ensuing Annual General Meeting.

The Board has appointed Mr.P Thirumalaikumar, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith in Annexure-B.

AUDITORS REPORT

Auditors had not made any qualification or did not make any adverse remark in their report regarding financial statements. Therefore, there is no need for any clarification or any comment on Auditors report.

The observations mentioned in the Secretarial Audit Report by the Secretarial Auditor are self explanatory.

SHARE CAPITAL

During the financial year, the Company had not issued any Equity Shares with Differential rights, any Sweat Equity Shares and any Employee Stock Options.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1) Introduction

a) The Company i.e., M/s. Southern Latex Limited (SLL ) believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance.

Towards this, SLL ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively.

b) SLL recognizes the importance of Independent Directors in achieving the effectiveness of the Board. SLL aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

2) Scope and Exclusion

a) This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company.

3) Terms and References

In this Policy, the following terms shall have the following meanings:

a) Director" means a director appointed to the Board of a company.

b) Nomination and Remuneration Committee" means the committee constituted by SLL's Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

c) Independent Director" means a director referred to in subsection (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

4) Policy

d) Qualifications and criteria

i) The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that are relevant for the Company's global operations.

ii) In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:

- General understanding of the Company's business dynamics, global business and social perspective;

- Educational and professional background

- Standing in the profession;

- Personal and professional ethics, integrity and values;

- Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

iii) The proposed appointee shall also fulfill the following requirements:

- Shall possess a Director Identification Number;

- Shall not be disqualified under the Companies Act, 2013;

- Shall give his written consent to act as a Director;

- Shall endeavour to attend all Board Meetings and wherever he is appointed as a Committee Member, the Committee Meetings;

- Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

- Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

- Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

iv) The NR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.

e) Criteria of Independence

I) The NR Committee shall assess the independence of Directors at the time of appointment / re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

II) The criteria of independence, as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole- time director or a nominee director—

- who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

- who is or was not a promoter of the company or its holding, subsidiary or associate company;

- who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

- who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

- none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year; who, neither himself nor any of his relatives—

I. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

II. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

A. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding subsidiary or associate company; or

B. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

III. holds together with his relatives two per cent or more of the total voting power of the company; or

IV. is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

V. is a material supplier, service provider or customer or a lessor or lessee of the company.

- shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company's business.

- shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

- who is not less than 21 years of age.

The Independent Directors shall abide by the "Code for Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director's service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders' Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

For & On behalf of Board of Directors

N. Neelakanda Pillai MuraliKrishnan

Managing Director Director

DATE : 27.11.2015.

PLACE: CHENNAI

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 25th Annual Report and the Company''s audited accounts for the financial year ended March 31,2014.

Financial results

(Amount in Rs)

Particulars 2014 2013

Total Income 1,22,68,310 1,83,50,933

Total Expenditure 1,18,81,118 1,66,37,125

Profit/(Loss) before taxes 3,87,192 17,13,808

LESS:

Provision for Current Tax, Deferred Tax, FBT 73,779 -

Profit / (Loss) after Tax 3,13,413 17,13,808

Results of Operations

During the year under review, your Company had made a turnover of Rs. 1,22,68,310 as compared to Rs. 1,83,50,933 of previous year and had made a profit after tax of Rs.3,13,413 as compared to Rs. 17,13,808 in the previous year.

Business Updates

During the year under review, the Company had made a sale of Rs. 1,22,68,310 and achieved a Net Profit after Tax of Rs.3,13,413.

During the year under review, the Company had disposed of some its fixed assets.

The Company is planning to venture into new business opportunities and diversify its operations in future. Subsidiaries / Joint Ventures:

There are no Subsidiaries and Joint Venture company.

Dividend

In view of accumulated loss, the Board of Directors have not recommended dividend to the shareholders for the financial year 2013-2014.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Auditors of the Company conforming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the Report on corporate governance.

Directors

Presently the Board of your Company consists of three Directors of which two are Independent Non-Executive Directors, in compliance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

Mr. G Manivannan (DIN: 02611543), Director of the Company had resigned from the Board w.e.f. 31 /05/2014.

In accordance with the provisions Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. N.Neelakanda Pillai DIN: 00084550), Director, retiring by rotation at the ensuing Annual General Meeting, is eligible for re-appointment.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking the appointment of Mr.V.K. Balaji (DIN:00084412), and Mr. Muralikrishnan, (DIN: 05312102) as Independent Directors of your Company for five consecutive years from 18th December, 2014.

The Company has received declarations from all the Independent Directors of the Company conforming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited.

Details of the proposal along with necessary resolutions for the appointment / re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

Fixed deposits

During the year, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

Particulars of employees

No employee of the Company was in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, during the financial year 2013-2014.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, is presented in a separate section forming part of the Annual Report.

Auditors and Auditors'' Report

M/s. Kannan &Alamelu, Chartered Accountants, Chennai, (Firm Regn.No. 009087S) Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re-appointed.

The Company has received a confirmation from M/s. Kannan & Alamelu Chartered Accountants, (Firm Regn.No. 009087S) to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The Audit Committee and Board of Directors recommend the re-appointment of M/s. Kannan & Alamelu Chartered Accountants, (Firm Regn.No. 009087S) as Statutory Auditors of the Company.

Information under Section 217(1) (e) of the Companies Act, 1956

A. Conservation of energy

Energy conservation is being given top priority and the Company monitors the energy costs and reviews the consumption of energy on a regular basis.

B. Technology absorption

Not applicable.

C. Foreign exchange earnings and outgo

There was no foreign exchange earnings and outgo during the year 2013-2014.

Directors'' Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors affirms:

(a) That in the preparation of the Accounts for the year ending March 31, 2014 the applicable Accounting Standards were followed and there are no material departures there from.

(b) That the accounting policies have been selected and applied consistently and have made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2014 and of the loss of the Company for the year ended on that date.

(c) That proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the accounts for the year ended March 31,2014 were prepared on a ''going concern'' basis.

Acknowledgments

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the government, regulators, stock exchanges, other statutory bodies and Company''s bankers for the assistance, cooperation and encouragement extended to the Company. Your Company''s employees are instrumental in your Company scaling 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.

For and on behalf of the Board

Place: Chennai N.Neelakanda Pillai Date: 10.11.2014 Managing Director.

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Mar 31, 2013

We have pleasure in presenting the 24th Annual Report of the company along with the audited statements of accounts for the year ended 31* March, 2013.The financial results are shown below.

FINANCIAL RESULTS Amount In Rs )

2012-2013 2011-2012

Tota, Income 1,83,50,933 2,15,22,560

Expenditure 1,66,37,125.40 1,89,72,378

Profit before interest, depreciation and 29,91,346 35,05,824 taxes

Depreciation 12,72,371

ProfiV(Loss) before Tax 17,13,807.60 25,50,182

Less: Provision for

Current Tax Nil Nil

Deferred Tax Nil Nil

Fringe Benefit Tax

Profitless) after Tax 17,13,807.60

- Add: Loss brought forward from previous (3,59,73,724) year

Loss transferred to Balance sheet (3,42,59,916.40) (3,59,73,724)

Your Company has made a turnover of Rs. 1,83,50,933/- as compared to Rs 2 15 22,560/- of previous year and has made a Profit after Tax of the Rs. 17,13,807.60 /- as compared to Rs.25,50,182/- in the previous year.

BUSINESS PROSPECTS

The Company has recovered itself from the sickness status and has recovered its losses up ¦ to a extent Now It is successfully running its operations and after a long time is able to achieve ail its objectives and during the year sales of the company is Rs. 1,83,50,933/- and the company has achieved a net profit after tax of Rs. 17,13,807.60/- ¦

The Company is looking for a strong future ahead and targeting the growth in upcoming year. Accordingly the profit would also increase considerably. It future aim is to improve its " financial position.

FIXFD DEPOSITS

Your Company has not accepted any deposits from public or its employee during the year under review.

DIVIDEND

In view of accumulated loss, your directors have not recommended any dividend during the. "year under report.

SUBSIDIARIES / .IOINT VENTURFR

There are no Subsidiaries and Joint Venture Company.-

INSURANCE

All insurable interests of the Company including buildings, furniture and fixtures and other insurable interest are adequately insured.

STATUTORY STATFMFNTS

1. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo a

Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

2. Conservation of energy:

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis .The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity, including using Generator. '' a

3. Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies {Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

4. Research and Development:

Not Applicable

5. Foreign exchange earnings and outgo:

There are no foreign exchange earning and outgo during the year under review. PARTICULARS OF F.MPLOYEES

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express ''its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement your Directors to'' the best of their knowledge and belief confirm that

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis

INTERNAL CONTROLS AND THEIR ADEQUACY:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance with Corporate Governance norms stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

DIRECTORS

In compliance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr.G.Manivannan is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange, is ¦ appended to the notice convening the Annual General Meeting.

AUDITORS & AUDITORS REPORT

M/s O.S.Hariharan & Co..Chartered Accountants.retires as statutory auditors of the company at the ensuing Annual General Meeting and they have expressed unwillingness for reappointment as statutory auditors.The Board and Audit Committee recommend the appointment of M/s Kannan & Alamelu.,Chartered Accountants as statutory auditors of the company to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting. The Auditors Report to the Members does not contain any reservation, qualificationor adverse remarks

DISCLOSURES OF PARTICULARS OF CONSTITUTING "GROUP" PURSUANT TO SEBUSUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS. 2011

Pursuant to- an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act 1969, are given in Annexure-A for the purpose of the SEBI(Substantial Acquisition of Shares,& Takeovers) Regulations, 2011:

DE LATERALIS ATI ON OF SHARES

The Shares of the Company had been dematerialized with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL). The Demat ISIN in Nationa! Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL) is INE410M01018.

All request received by the Company/RTA for dematerialization/re-materialization, transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously.

APPRECIATION''

The Board place on record its deep appreciation for the continued support received from the shareholders, Government Authorities, Employees and a!l the other concerned. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

For and Behalf of the Board For SOUTHERN LATEX LIMITED

Govindan Manivannan N Pillai Neelakanda

Director Director

Gummidipoondi, the 16th day of August, 2013

Registered Office

B-11/W SiPCOT Industrial Complex,

Gummidipoondi - 601201

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Mar 31, 2012

The Directors have great pleasure in presenting the Twenty Third Annual Report together with Audited Accounts of the company for the year ended 31st March 2012 and the Auditors'' report thereon.

Financial Results (Amount In Rs.)

Particulars 2011-2012 2010-2011

Total Income 2,15,22,560 2,42 20,853

Expenditures 1,89,72,378 1,83,70,221

Profit before interest, depreciation and taxes 35,05,824 69,48,838

Less: Depreciation 9,45,079 10,93,846

Profit/ (loss) before tax 25,50,182 58,50,632

Less: Provision for Current Tax Nil Nil

Deferred Tax Nil Nil

Fringe Benefit Tax Nil Nil

Profit/ (losss) after tax 25,50,182 58,50,632

Add: Loss brought forward from previous year (3,85,23,906) (4,43,74,537)

Loss transferred to Balance sheet (3,59,73,724) (3,85,23,906)

Your Company has made a turnover of Rs. 2,15,22,560/- as compared to Rs.2,42,20,853/- of previous year and has made a profit after tax of the Rs.25,50,1821- as compared to Rs. 58,50,632/- in the previous year.

Business prospects

The company has recovered itself from the sickness status and has recovered its losses up to a extent. Now it is successfully running its operations and after a long time is able to achieve all its objectives and during the year, sales of the company is Rs.2,15,22,560 and the company has achieved a net profit after tax of Rs. 25,50,182.

The company is looking for a strong future ahead and targeting the growth in upcoming year. Accordingly the profit would also increase considerably. It future aim is to improve its financial position.

Fixed Deposits

Your Company has not accepted any deposits from public or its employee during the year under review.

Dividend

In view of accumulated loss, your directors have not recommended any dividend during the year under report.

Subsidiaries /Joint Ventures

There are no Subsidiaries and Joint Venture Company.

Insurance

All insurable interests of the Company including buildings, furniture and fixtures and other insurable interest are adequately insured.

STATUTORY STATEMENTS

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required particulars are furnished below.

Conservation of energy:

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis .The Company wherever necessary also initiates appropriate measures to reduce consumption o electricity, including using Generator.

Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

Research and Development:

Not Applicable

Foreign exchange earnings and outgo:

There are no foreign exchange earnings and outgo during the year under review. Particulars of Employees

During the year under review, there were no employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Board of Directors wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the operation of Company during the year.

Directors'' Responsibility Statement

Pursuant to the requirement u/s 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement your Directors to the best of their knowledge and belief confirm that:

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period,

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

(iv) they have prepared the annual Accounts on a going Concern basis.

Internal Controls and their Adequacy:

The internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures are upgraded to suit the changing business needs.

Code of Corporate Governance

A detailed report on Corporate Governance as updated with the particulars of this Financial year, as per the directions from SEB1 is annexed to this report (Annexure A) together with Report of the Auditors on the compliance with the said Code and a report of Management discussion and Analysis is also annexed separately.

Directorate

In compliance with the provisions of the Companies Act, 1956 in Accordance with the Articles of Association of the Company''s, Mr.N Neelakanda Pillai retires at this Annual General Meeting and being eligible, offers himself for re-appointment.

Mr.Govindan Manivannan and Mr. Muralikrishnan, who was appointed as an additional directors pursuant to the provisions of section 260 of the Companies Act, 1956 Board of Directors at their meeting held on 06 January 2012 and 30 June 2012 respectively. They hold office as such till the conclusion of the ensuing Annual General Meeting. The Company has received notice in writing along with from a member as required under section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr.Govindan Mamvannan and Mr. Muralikrishnan as a Director of the Company. Your Directors recommend his appointment as Directors of the Company.

Further the Board of Directors at its meeting held on 01.09.2012 have recommended the appointment of Mr.Vinnakaram Krishnan Balaji as Director of the Company liable to retire by rotation. The Company has received a notice in writing along with a deposit of Rs 500/- from a member as required under section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. Vinnakaram Krishnan Balaji as a Director of the Company. The Board of Directors recommend the resolution as set out in item No.4 of the notice convening annual general meeting for approval of the shareholders. Consent letter along with other disclosure to act as Director are available for inspection. The Board recommends passing of the Ordinary Resolution at Item No.4 of the Notice.

Mr.Thirumoolam and Mr.Vetrivel Arunachalam Pandy were resigned from the post of Directors with effect from 06th January, 2012 and 30 June, 2012 respectively. Your Directors wish to express their sincere appreciation for the valuable services rendered by them during his tenure as Directors.

Brief resume of the Directors, seeking re-appointment, nature of their expertise as stipulated under clause 49 of the listing agreement with inter alia the Bombay Stock Exchange Limited, is appended to the notice convening the Annual General Meeting.

Auditors and Auditors Report

The retiring auditors, M/s O. S. Hariharan & Co, Chartered Accountants, Chennai have expressed willingness to continue in office, if appointed. They have furnished to the company a certificate of their eligible for appointment as auditors, pursuant to section 224 (1B) of the companies Act, 1956.

The Audit committee and the Board of Directors recommend the re-appointment of M/s O. S. Hariharan & co Chartered Accountants, Chennai as Auditors for a further period of one year and to fix their remuneration.

The Auditors Report to the Members does not contain any qualification or adverse remarks.

Disclosures of particulars of constituting "Group" pursuant to Regulation 3(1) (e) of the SEBI(Substantial Acquisition of Shares & Takeovers) Regulations, 1997.

Pursuant to an information from the promotes, the name of the promoters and entities comprising group as defined under Monopolies and Restrictive Trade Practice (MRTP) Act, 1956, are given in Annexure-B for the purpose of the SEBI(Substantial Acquisition of Shares & Takeovers Regulations, 1997 :

Demateralisation of Shares

The Shares of the Company had been dematerialized with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL). The Demat IS I N in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CSDL) is INE410M01018.

All request received by the Company/RTA for dematerialization /re-materialization transfers, transmissions, subdivision, consolidation of shares or any other share related matters and/or change in address are disposed off expeditiously.

Acknowledgement

The Directors place on record their appreciation for the continued support received from the shareholders. Bank, Government Authorities, Employees and all the other concerned. The Directors also thank the Shareholders for continuing their support and confidence in the Company and its management.

For and Behalf of the Board

For SOUTHERN LATEX LIMITED

Govindan Manivannan N. Pillai Neelakanda

Director Director

Gummidipoondi, the 01st day of September, 2012

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Mar 31, 2010

The Directors present the 21st Annual Report with the accounts for the year ended 31st March 2010 .

CORPORATE RESULTS

The Financial Result of the company for the year ended 31st March 2010 are summarized below:

31.03.2010 31.03.2009 (Rs in Lakhs) (Rs in Lakhs)

Loss before Depreciation 26.98 21.67

Depreciation 12.16 13.53

Loss after Depreciation 14.83 7.94

Loss Brought Forward (458.87) (466.51)

Loss carried to Balance Sheet (44375) (458.57)

OPERATION

The gross turnover during the period under review was Rs. 195.02 lakhs.

DIVIDEND

Your Directors do not recommend any dividend for the year.

DEPOSITS

Your company has not accepted any deposits under sec- 58A of the companies Act 1956 during the year under review.

REFERENCE TO BIFR

The company has become a sick Industrial unit within the meaning of clause (o) of subsection (I) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985. The Company has filed an application before Board of Industrial and Financial Reconstruction (BIFR) under Reference No. 130/2005 seeking relief measures. BIFR has sanctioned the Rehabilitation scheme on 26.11.2009.

DIRECTORS

Mr.B.Thirumoolam retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the company is complying with SEB1 Guidelines on Corporate Governance. A separate section on corporate Governance forms part of Annual Report.

AUDITORS

M/s O.S.Hariharan & co, Chartered Accountants, Chennai the Auditors of the company retire at the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. Your Directors recommend their reappointment.

INFORMATION AS PER SEC 217 (2A) OF THE COMPANIES ACT, 1956.

There are no employees falling within the purview of sec 217 (2A) of companies Act 1956 your Directors confirm:

1. that in preparation of the Annual Accounts, the applicable accounting standards have been duly followed with suitable explanation where are material departures;

2. that the Directors had selected such accounting polices 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 the end of the financial year and of the profit or loss of the company for that period.

3. that the Directors had taken proper and sufficient care for the maintain of adequate accounting records in accordance with the provisions of the companies Act 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities and

4. that the Directors had prepared the annual accounts on a going concern basis.

INFORMATION RELATING TO CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company has no activity requiring conservation of energy or technology absorption. Foreign Exchange earning & outgo. NIL

LISTING ARRANGEMENT

As per recent amendment made in the clause 32 of Listing Agreement with the Stock Exchanges where the Companies Securities are listed along with other required details are summarized below:

S. No Name of the Stock Exchange where Securities are quoted Listing Fees Paid up to

1 The Stock Exchange - Mumbai Paid up to date

2 Madras Stock Exchange Ltd, - Chennai Paid up to date

3 Coimbatore Stock Exchange 2001-2002



ACKNOWLEDGEMENT

The Directors place on record their appreciation for the continued support received from the shareholders, Bank, Government Authorities, Employees and all the other concerned.

Place : Gummdipoondi By order of the Board

Date : 30th September 2010 N.NEELAGANDA PILLAI

Director

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Mar 31, 2009

The Directors present the 20th Annual Report with the accounts for the year ended 31st March 2009

CORPORATE RESULTS

The Financial Result of the company for the year ended 31st March 2009 are summarized below:

31.03.2009 31.03.2008 (Rs in Lakhs) (Rs in Lakhs)

Loss before Depreciation 21.67 (8.44)

Depreciation 13.53 (15.08)

Loss after Depreciation 7.74 (6.63)

Loss Brought Forward (466.51) (651.87)

Loss carried to Balance Sheet (458.57) (466.51)

OPERATION

The gross turnover during the period under review was Rs. 158.63 lakhs.

DIVIDEND

Your Directors do not recommend any dividend for the year.

DEPOSITS

Your company has not accepted any deposits under sec- 58A of the companies Act 1956 during the year under review.

REFERENCE TO BIFR

The company has become a sick Industrial unit within the meaning of clause (o) of subsection (I) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985. The Company has filed an application before Board of Industrial and Financial Reconstruction (BIFR) under Reference No. 130/2005 seeking relief measures. The Company is awaiting a scheme of Rehabilitation from BIFR

DIRECTORS

Mr.N.Neelakandapillai retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement the company is complying with SEBI Guidelines on Corporate Governance. A separate section on corporate Governance forms part of Annual Report.

AUDITORS

M/s O.S.Hariharan & co, Chartered Accountants, Chennai the Auditors of the company retire at the conclusion of the ensuring Annual General Meeting and are eligible for reappointment. Your Directors recommend their reappointment. -

INFORMATION AS PER SEC 217 (2A) OF THE COMPANIES ACT, 1956.

There are no employees falling within the purview of sec217 (2A) of companies Act 1956 your Directors confirm:

1. that in preparation of the Annual Accounts, the applicable accounting standards have been duly followed with suitable explanation where5 are material departures;

2. that the Directors had selected such accounting polices 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 the end of the financial year and of the profit or loss of the company for that period.

3. that the Directors had taken proper and sufficient care for the maintain of adequate accounting records in accordance with the provisions of the companies Act 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities and

4. that the Directors had prepared the annual accounts on a going concern basis.

INFORMATION RELATING TO CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The company has no activity requiring conservation of energy or technology absorption. Foreign Exchange earning & outgo. NIL

LISTING ARRANGEMENT

As per recent amendment made in the clause 32 of Listing Agreement with the Stock Exchanges where the Companies Securities are listed along with other required details are summarized below:

S.No Name of the Stock Exchange where Securities are quoted Listing Fees Paid up to

1 The Stock Exchange - Mumbai Paid up to date

2 Madras Stock Exchange Ltd, - Chennai Paid up to date

3 Coimbatore Stock Exchange - 2001-2002

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the continued support received from the shareholders, Bank, Government Authorities, Employees and all the other concerned.

Place : Gummdipoondi By order of the Board

Date : 30th September 2009 A.P.VETRTVEL Director