The management and discussion analysis of our Company discusses our
financial and operating performances, business indicators and outlook from
managements viewpoint.
INDUSTRIAL OUTLOOK
OVERVIEW:
The Covid has brought the entire humanity to a standstill. The crisis
that started in 2020 has recovered to a large extent. Still the impact is felt at every
aspect of life and business. Since the lifting of lock down across the world many sectors
have recovered from their worst phase of business cycle. However, many businesses have
completely wiped off. From then the focus of each and every Company was to ensuring the
health and well-being of all employees, and on minimizing disruption to services of all
employees. This has resulted in tapping into new market and strategizing the business
plan.
GLOBAL MARKET
Global industries are expected to flourish at high speed. Analysts are
anticipating more expansion with latest technologies in manufacturing. But the Covid 19
pandemic, has affected the market in the same manner as numerous disrupted industries
across the globe. Lockdown has led to the shutdown of production facilities and raw
material transportation. After many ups and downs, the world is on a new corridor of
industrial revolutions.
The niche products and delivery model is becoming important and Indian
Industrial Rubber providers will need to adapt themselves in this prevailing situation
obtained all over the world. From a growth perspective, the future is still bright and has
been impacted by the after effects of recession, witnessed by everyone.
BUSINESS OVERVIEW
A significant proportion of all Indian businesses fall under the small
and medium enterprise segment. So, a broad-based, sustainable growth in the Indian economy
can emerge only if the countrys SMB enterprises record a healthy growth as they
attempt to improve productivity, adopt best practices and bring innovative products to
market. Again Indian SMBs are undergoing rapid transformation and are looking for greater
flexibility to meet market changes. The need to grow revenues and reach their full
potential in the shortest possible time span is going to increase their dependence on
technology and managed by automation in production.
OPERATIONS OVERVIEW:
During the year under review, your Company had earned Rs.53.90 lakh and
resulting net profit of Rs.23.51 lakh as compared with the previous year as Rs.48.32 lakh
and Rs.19.92 lakh respectively.
The Company is exploring possible ways to revive the business, which is
already in halt, and covid pandemic has made it worse. The Company still experience
sluggishness in the investment and hence the Company is facing difficulties to diversify
its operations. But the Company is looking for a strong future ahead and targeting the
growth in the coming years.
THREATS, RISKS & CONCERNS
Competition
As the industry is poised for considerable growth, a lot of Companies
are entering this arena and the cost efficient competitors are increasing. Also in the
global scenario, there is a huge advent of companies in similar kind of businesses in
China, Korea, Philippines, Malaysia and Singapore. These Countries also have a huge cost
advantage like India. Over and above that, the Government in such countries is actively
supporting the growth of the concerned Industry. The pandemic has also caused a threat for
the medium and small sized Industry.
For the past several years, India has achieved healthy economic growth
rates. The growth has been contributed by robust service sector performance as well as
strong manufacturing output. India is being viewed as a key market among the emerging
economies. This could affect our growth and profitability.
INTERNAL CONTROL SYSTEMS:
The Company has an adequate systems and internal controls to safeguard
the assets of the company; and to ensure maintenance of proper accounting records. Audit
Committee periodically reviews the functioning of the entire system.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company makes efforts to ensure that employees are provided with a
congenial work atmosphere. Facilities are
10 : SOUTHERN LATEX LIMITED
equipped with state-of-the-art machineries, automation software and
communication equipment apart from periodic recreational facilities to motivate the team.
Continuously improving the quality of people through training in skill development as well
as personality development. Management places great emphasis on continuously improving the
work environment and ambience to nurture innovation and creativity.
For SOUTHERN LATEX LIMITED
Sd/-
N. Neelakanda Pillai Managing Director
Place: Chennai Date: 25-05-23
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 SLLs Board in accordance with the provisions of Section 178
of the Companies Act, 2013.
c) "Independent Director" means a director referred to in sub
section (6) of Section 149 of the Companies
Act, 2013 and Clause 16(1)(b) of the SEBI (Listing obligations And
Disclosures Requirements) Regulations, 2015.
4) Policy
a) 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 Companys 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 Companys 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 fulfil 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, SEBI( Listing obligations And Disclosures Requirements)
Regulations 2015 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 Companys business.
b) 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 16(1)(b) of the SEBI (Listing obligations And Disclosures Requirements)
Regulations 2015, 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 Listed entity 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
12 : SOUTHERN LATEX LIMITED
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 percent 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 lesser 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 Companys 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 Directors service on other Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.
13 : SOUTHERN LATEX LIMITED
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 Section8 of the Companies Act, 2013 shall
be excluded.
On behalf of the Board of Directors
Sd/- Sd/-
N.Neelakanda Pillai MuraliKrishnan
Managing Director Director
Place: Chennai
Date: 25.05.2023
REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
1. Introduction
1.1 Southern Latex Limited (SLL) recognizes the importance of aligning
the business objectives with specific and measure able individual objectives and targets.
The Company has therefore formulated the remuneration policy for its directors, key
managerial personnel and other employees keeping in view the following objectives:
1.1.1 Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate, to run the company
successfully.
1.1.2 Ensuring that relationship of remuneration to performance is
clear and meets the performance benchmarks.
1.1.3 Ensuring that remuneration involves a balance between fixed and
incentive pay reflecting short and long term performance objectives appropriate to the
working of the company and its goals.
2. Scope and Exclusion:
2.1 This Policy sets out the guiding principles for the Human
Resources, Nomination and Remuneration Committee for recommending to the Board the
remuneration of the directors, key managerial personnel and other employees of the
Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of the
Company.
3.2 "Key Managerial Personnel" means
(i) The Chief Executive Officer or the managing director or the
manager;
(ii) The Company Secretary;
(iii) The whole-time director;
(iv) The Chief Financial Officer; and
(v) Such other officer as may be prescribed under the Companies Act,
2013
3.3 "Nomination and Remuneration Committee "means the
committee constituted by SLLs Board in accordance with the provisions of Section 178 of
the Companies Act, 2013 and Clause 19 of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015.
4. Policy:
4.1 Remuneration to Executive Directors and Key Managerial Personnel.
4.1.1 The Board, on the recommendation of the Nomination and
Remuneration (NR) Committee, shall review and approve the remuneration payable to the
Executive Directors of the Company within the overall limits approved by the shareholders.
4.1.2 The Board, on the recommendation of the NR Committee, shall also
review and approve the remuneration payable to the Key Managerial Personnel of the
Company.
4.1.3 The remuneration structure to the Executive Directors and Key
Managerial Personnel shall include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retirement benefits
(vi) Annual Performance Bonus
4.1.4 The Annual Plan and Objectives for Executive Directors and Senior
Executives (Executive Committee) shall be reviewed by the NR Committee and Annual
Performance Bonus will be approved by the Committee based on the achievements against the
Annual Plan and Objectives.
4.2 Remuneration to Non-Executive Directors.
4.2.1 The Board, on the recommendation of the NR Committee, shall
review and approve the remuneration payable to the Non-Executive Directors of the Company
within the overall limits approved by the shareholders.
15 : SOUTHERN LATEX LIMITED
4.2.2 Non-Executive Directors shall be entitled to sitting fees for
attending the meetings of the Board and the Committees thereof. The Non-Executive
Directors shall also be entitled to profit related commission in addition to the sitting
fees.
4.3 Remuneration to other employees
4.3.1 Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles and
responsibilities in the organization. Individual remuneration shall be determined within
the appropriate grade and shall be based on various factors such as job profile, skill
sets, seniority, experience and prevailing remuneration levels for equivalent jobs.
For on behalf of the Board of Directors
Sd/- Sd/-
N.Neelakanda Pillai MuraliKrishnan
Managing Director Director
Place : Chennai
Date : 25-05-23
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To
The Members Southern Latex Limited
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Southern Latex
Limited (CIN: L25199TN1989PLC017137),
(hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts statutory
compliances and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its Company Secretary, officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby report that
in our opinion, the company has, during the audit period covering the financial year ended
on 31st March 2023 complied with the statutory provisions listed hereunder and also that
the Company has proper Board-processes and compliance-mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March 2023 according to the provisions of and to the extent applicable of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA)
and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (‘SEBI Act) to the extent
applicable to the Company:-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021;
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021;
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with
client
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021;
(h) The Securities and Exchange Board of India (Buy
Back of Securities) Regulations, 2018; and
(Out of the above, clause (iv) and sub clauses (c) to (h) of clause (v)
are not applicable to the Company during the audit period)
(vi) There is no other specific law applicable to the Company as per
the representations made by the Management.
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India with respect to Board and General Meetings.
(ii) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The provision related to the Corporate Governance were not applicable
to the Company as per Regulation 15(2) of SEBI LODR Regulation, 2015 as its paid up equity
share capital did not exceed Rupees Ten Crore and Net- worth did not exceed Rupees
Twenty-five Crore, as on the last day of the previous financial year and hence the
provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27
and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E
of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
are not applicable to the Company during the period under review.
During the period under review the Company has generally complied with
the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned
above.
We further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive, Non-Executive, Independent and Women Directors. The Key Managerial
Persons (KMPs) as required by the Act to be appointed, have been appointed. There was no
change in the Board
17 : SOUTHERN LATEX LIMITED
of Directors during the period under review.
Adequate notice was given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were generally sent at least seven days in
advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
All decisions at Board Meetings and Committee Meetings are carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committees of the Board, as the case may be, while there is a system in existence to
capture and record the views of dissenting members, in the minutes.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations, and guidelines.
We further report that during the audit period, there were no
specific events / actions having a major bearing on the Companys affairs in
pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
except the following:
The Company has paid to Bombay Stock Exchange Limited, a SOP fine of
Rs.100,631/- (Rupees One Lakh Six Hundred and Thirty-one only) plus applicable GST
aggregating to Rs.118,745/- (Rupees One lakh Eighteen Thousand Seven Hundred and
Forty-five only) for past years delayed filings with the Stock Exchange.
This Report is to be read with our letter of even date which is annexed
as Annexure A and forms an integral part of this report
For SPAN & Co., Company Secretaries LLP
Practicing Company Secretaries
Sd/-
SATYAKI PRAHARAJ Principal Partner
FCS No. 6458, CP No.: 10755 UDIN No.F006458E000373121
Place: Chennai Date: 25th May 2023
Peer Review Certificate No.: 1957/2022 dated 25th April, 2022
Annexure A
To,
The Members,
Southern Latex Limited
Our report of even date is to be read along with this letter.
Managements Responsibility
1. Maintenance of Secretarial records is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
Auditors Responsibility
2. We have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on a test basis to ensure that correct facts are
reflected in Secretarial records. We believe that the process and practices we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company and wherever required to ascertain
the figures we have relied on the books presented to us as Audited and in respect of
compliances of Tax Laws, we relied on the Financial/ Statutory Auditors Report.
18 : SOUTHERN LATEX LIMITED
4. Wherever required, we have obtained the Management representation
about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis.
Disclaimer
6. The Secretarial Audit Report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For SPAN & Co., Company Secretaries LLP
Practicing Company Secretaries
Sd/-
SATYAKI PRAHARAJ Principal Partner
FCS No. 6458, CP No.: 10755 UDIN:F006458E000373121
Place : Chennai Date : 25th May 2023
+91-9892691696
