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

No. of Shares                              7359200          7359200

EPS                                           0.15             0.04

Proposed Dividend                             0.00             0.00

Dividend tax                                  0.00             0.00

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

** 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

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

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

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

PLACE: CHENNAI