| 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
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