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Directors Report of Skipper Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

Rs.in Million

Financial Year Particulars

2014-15 2013-14

Gross Income 14,589.00 11,672.86

Net Income 13,144.53 10,436.31

Profit before Finance Cost, Depreciation, and Taxation 2,168.17 1,123.37

Less: Finance Cost 582.57 605.43

Profit Before Depreciation and Taxation 1,585.60 517.94

Less: Depreciation 219.92 150.79

Profit Before Taxation 1,365.68 367.15

Less: Provision for Taxation 473.97 98.05

Profit After Taxation 891.71 269.10

Add: Balance brought forward from previous year 932.50 701.43

Profit available for appropriation 1,824.21 970.53

Appropriation:

Transfer to General Reserve 134.72 20.00

Dividend 133.01 15.35

Corporate Tax on Dividend 27.08 2.68

Balance Carried Forward 1,529.40 932.50

FINANCIAL PERFORMANCE REVIEW

A. Revenue Achievements

The total gross income of your Company increased to Rs. 14589 million from Rs. 11672.86 million in the previous year achieving a growth of around 25% on year to year basis.

B. Profitability

The Company has registered operational growth as evidenced by the fact that it has achieved EBIDTA of Rs. 2168.17 million this year which is 93% higher than the EBIDTA of the previous year. At the same time Profit before taxation has also increased to Rs. 1365.68 million from Rs. 367.15 million in the previous year showing a marvelous growth of 272%. Similarly, the Profit after taxation has also increased to Rs. 891.71 million from Rs. 269.10 million in the previous year registering a growth of 231 %.

DIVIDEND & RESERVES

Your directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend for the financial year ended 31st March, 2015 of Rs. 1.30 (i.e. 130%) per equity share (previous year Rs. 0.15 per equity share) of Rs. 1 each. Total dividend pay out for the year will amount to Rs. 160.09 million (inclusive of dividend tax of Rs. 27.08 million).

Your directors have made this recommendation after careful consideration of your Company''s performance and its reserves and an assessment of fund requirement of the Company. The Company has transferred Rs. 134.72 million to general reserve during the year under review.

STATE OF COMPANY''S AFFAIRS/ BUSINESS OPERATIONS

Your Company has been continuously doing well and during the year under review it has come with improved performance. During the year under review the Company has crossed the Rs. 1000 million level of gross revenue from its PVC segment. The gross revenue from this segment is Rs. 1023 million which is higher by more than 48% of the turnover achieved in this segment in the previous year. The management is planning to make further expansion in this segment both in terms of volume as well as areas of operations geographically.

This year engineering products (catering to Power T & D) division has been the major contributor to the turnover of the Company. The Company is having plenty of orders for both domestic as well as Export for supply of Tower. The Export Revenue of the Company during the year under review has doubled in comparison to the previous year. The Company has started exports in large volume to key markets in Latin America. The positive effect of backward integration towards production of Nuts and Bolts together with angles has been seen in the performance of the Company. The inflow of orders and consequent increase in the volume of operations has necessitated enhancement of production capacity and the company has done capital expenditure for the purpose.

Tubular products business of the Company which is engaged in production of Swaged Poles, High mast Poles and other tubular products is doing very well and has been contributing to the top line as well as bottom-line of the Company.

All the divisions of the Company have been performing well and efforts have always been there to make improvement in the working of all the divisions.

CURRENT YEAR''S OUTLOOK

In the Current year your Company is going for expansion of its PVC division by setting up manufacturing facilities in northern and north eastern part of the Country. The outcome of which will be seen in the forthcoming periods. This division is expected to grow nationwide and make a valuable contribution to the growth of Company. The Company has entered into the technological tie ups with two foreign companies, who are pioneers in their respective field and have a global presence. The Company has become the manufacturing partner of Sekisui a Japanese Company which is one of the world''s leading manufacturers of CPVC compound, for manufacturing premium quality CPVC pipes. Secondly the Company has entered into tie up with WAVIN, a Netherland based Company, which is one of the world''s most renowned plumbing technology companies, for launching in India, the most advanced plumbing systems in the world.

The PVC segment of the Company is expected to grow at a rapid pace with the above referred tie- ups with foreign companies and the Company is hopeful of becoming a Pan India brand in the PVC piping space in the near future.

The Company has a very strong order book position, including export orders, which alongwith domestic market is likely to put the Transmission and Distribution business of the Company loaded with high volume of operations. The Company has been making continuous enhancement in production capacity for catering to the needs of the business. This division is expected to contribute more and more in the growth of the Company.

The Company is having orders for tubular products like high mast poles, swaged poles as well as in Service divisions like Horizontal Directional Drilling and Erection, Painting and Commission which are expected to provide the improved performance in the current year.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Siddharth Bansal (DIN: 02947929) retire by rotation at the ensuing Annual General Meeting and being eligible had offered himself for reappointment.

Mr. Sadhuram Bansal, Chairman Emeritus of the Company passed away in September, 2014. The Board places on record its deep appreciation for the valuable contributions made by him in the formation and growth of the Company.

The shareholders in the Annual General Meeting held on 23rd September 2014 approved the appointment of existing Independent Directors, Mr. Amit Kiran Deb (DIN: 02107792), Mr. Manindra Nath Banerjee (DIN: 00312918) and Mr. Shyam Bahadur Singh (DIN: 01982407) as Independent Director of the Company under the Companies Act, 2013, not liable to retirement by rotation, to hold office for a period of 5 years from their date of appointment.

The members in the said Annual General Meeting have also approved re-appointment of Mr. Sharan Bansal (DIN: 00063481) as Whole time Director of the Company.

Mr. Shankarlal Poddar (DIN: 00063472) was appointed as an Additional Director on 7th November, 2014 and Mrs. Mamta Binani (DIN: 00462925) was appointed as an Additional Director (Category: Independent) on 12th February, 2015. The members through postal ballot on 30th March, 2015 have approved appointment of Mr.

Shankarlal Poddar (DIN: 00063472) as Whole Time Director and Mrs. Mamta Binani (DIN: 00462925) as Independent Director.

During the year under review the Board of Directors has appointed Mr. Sanjay Kumar Agrawal as the Chief Financial Officer of the Company and Mr. Arbind Kumar Jain continues to be the Company Secretary of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149 OF THE COMPANIES ACT, 2013 AND LISTING AGREEMENT As required under the provisions of the Companies Act, 2013 and the Listing Agreements, all the Independent Directors have confirmed that they meet the criteria of independence.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows the process of familiarizing the Independent Directors about the business of the Company, the nature of industry in which the Company operates, their roles, rights and responsibilities in the Company at regular intervals. The familiarization programme is available on the website of the Companywww.skipperlimited.com

COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTE AND INDEPENDENCE OF DIRECTORS.

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee have adopted a policy for selection and appointment of Directors/ Key Managerial Personnel/ Senior Managerial Personnel and their remuneration, including criteria for determination of qualification, positive attributes and independence of Directors. The remuneration policy is attached herewith as Annexure A.

PERFORMANCE EVALUATION

The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Nomination and Remuneration Committee carried out an exercise to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company etc.

The performance evaluation of the Chairman and the Non Independent Directors and Board as a whole was also carried out by the Independent Directors.

Taking into consideration the evaluation exercise carried out by the Nomination and Remuneration committee and Independent Directors at their separate meeting, the Board carried out a formal annual performance evaluation of all the Directors (including Independent Directors), its own performance and that of its Committees.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134 (5) of the Companies Act, 2013, and based on the representations received from the operating Management, The Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

ii. the directors have selected such accounting policies as mentioned in note 1 to the Accounts 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 31 st March, 2015 and of the profit of the Company for the year ended on that day;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the year ended 31st March, 2015 have been prepared on a "going concern" basis;

v. the directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively;

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. The details have been furnished in Report on Corporate Governance.

AUDIT COMMITTEE

The details relating to the composition of the committee and number of meeting held in provided in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of the Companies Act, 2013 the Company has constituted a Corporate Social Responsibility Committee. The details relating to the composition and number of meeting held in provided in the Corporate Governance Report. The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website www.skipperlimited.com

The Company has contributed/spent funds for the purpose of promotion of education, eradication of Hunger and Poverty, improvement of health and medical aid and to the Prime Ministers National Relief Fund. The Annual Report on CSR activities is annexed herewith in Annexure -B

RISK MANAGEMENT

During the year, your directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The risk management policy was reviewed and approved by the Committee. Further as on date there are no material risk which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has internal Control Systems commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit functions report to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director.

The internal audit department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures, and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy to provide a framework to promote responsible and secure reporting of undesired activities. Protected disclosures can be made by a whistle blower through an E mail or letter to the Vigilance Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism may be accessed on the Company''s website www.skipperlimited.com

RELATED PARTY TRANSACTIONS:

All related party transaction that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of the transaction with related parties are provided in the notes of the financial statements.

All Related Party Transactions are placed before the Audit Committee for approval. The Audit Committee reviews all related party transactions quarterly. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The related party transaction policy as approved by the Board has been uploaded on the company''s website www.skipperlimited.com. Further, the Form AOC - 2 is not attached with this Report as there were no such related party transactions for which disclosure under Rule 8 of the Companies (Accounts) Rules, 2014 is required.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s share and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the code.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid- up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

Information as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in Annexure-C

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act are provided in Annexure-D to this Report.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act 2013, M/s. Singhi & Company, Chartered Accountants, were appointed Statutory Auditors for a period of five years at the Annual General Meeting of the Company held on 23rd September, 2014.

However, in accordance with the provisions of Section 139 of the Companies Act, 2013, their continuance of office as Auditors shall be subject to ratification of members at the forthcoming Annual General Meeting.

M/s Singhi & Company has confirmed that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. Your Directors recommend their appointment for ensuing year.

Members are requested to ratify their appointment as the Statutory Auditors of the Company.

A resolution proposing appointment of M/s. Singhi & Co. as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, forms a part of the Notice convening the Annual General Meeting.

The Auditors'' Report is self-explanatory and does not require any further clarifications. The Auditors Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s AB & Co., Cost Accountants, to conduct cost audit of the Company for the year 2014-15 and had recommended their remuneration to the shareholders which was ratified at the Annual General Meeting held on 23rd September, 2014.

The Board of Directors have appointed M/s AB & Co., Cost Accountants as the Cost Auditors for the financial year 2015-16 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company has appointed M/s MKB & Associates, a firm of Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure -E. The Secretarial Audit Report does not contain any major qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as Annexure-F

DEPOSITS

Your Company has not accepted any deposits from public under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 during the financial year under review. Further there is no unclaimed deposit as on 31 st March, 2015.

DISCLOSURE AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, Based on the information received from the Promoters and as required under Clause 10(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, persons constituting "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of Regulation 10 are as under:

Mr. Sajan Kumar Bansal, Mr. Sharan Bansal, Mr. Devesh Bansal, Mr. Siddharth Bansal, Mrs. Ram Murti Bansal, Mrs. Meera Bansal, Mrs. Sumedha Bansal, Mrs. Rashmi Bansal, Mrs. Shruti M Bansal, Skipper Realties Limited, Sadhuram Jhajjarwala (HUF), Sajan Kumar Bansal & Sons (HUF), Skipper Telelink Limited, Skipper Plastics Limited, Skipper Polypipes Private Limited and Ventex Trade Private Limited.

LISTING INFORMATION

Your directors have pleasure to inform you that Equity Shares of your Company have been listed with NSE Limited with effect from 27th May, 2015 in addition to the prevailing listing with BSE Limited.

There were no trading in the equity shares of the Company at the Calcutta Stock Exchange Ltd. and the U P Stock Exchange Ltd., hence, the equity shares of the Company have been delisted from these stock exchanges.

The majority of Equity Shares of the Company are in dematerialized form. The ISIN No. of the Company is INE439E01022.

CORPORATE GOVERNANCE

Your directors affirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Report on Corporate Governance as per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board. The report is enclosed separately.

COMPLIANCE CERTIFICATE FOR CORPORATE GOVERNANCE

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached separately.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company is committed to maintain cordial relationship with the work force. The company is holding ISO 18001 and ISO 14001 Certification for Health and Safety Standards and Environment Management Standards. The Company keeps on educating the work force for ensuring the safety and precautionary measures to be taken for safety of themselves as well as equipments and the environment. The Company motivates the work force to adhere to the safety instructions and a proper working environment is provided to the work force. The Company has arrangement for removal of wastes and medical facilities are available at the factory premises. The Company interacts with the work force and necessary actions are initiated as per the requirement as deemed necessary.

The Company rewards the best performers and motivates others to come forward to contribute for the growth of the Company. The efforts of all the work force as well as other employees including executives of all levels are appreciated by the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention, prohibition and redressal of sexual harassment at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employee of the Company are covered by the policy.

Summary of complaints received and disposed off:

No of Complaint received- Nil No of Complaint disposed - N.A

GENERAL

Your Directors state that:

1. During the year there was no Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. During the year there was no Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. During the year there no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going

concern status and Company''s operation in future.

4. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report.

5. During the year there was no change in the nature of business.

6. The Company does not have any subsidiary, associate or joint venture company.

ACKNOWLEDGEMENT

Your directors express deep sense of appreciation for assistance and support received from the Banks, Government Authorities, Customers, suppliers, business associates, shareholders and Central and State Government and the society as a whole. Your directors place on record their appreciation for committed services by Company''s executives, staff and workers.



For and on behalf of the Board of Directors



Place: Kolkata Sajan Kumar Bansal Devesh Bansal

Date: 28th July, 2015 Managing Director Director


Mar 31, 2014

The Members of Skipper Limited

The Directors have pleasure in presenting the 33rd Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs in Crore)

Particulars 2013-14 2012-13

Gross Income 1167.29 1015.15

Net Income 1043.63 901.76

Profit before Finance Cost, Depreciation, and Taxation 112.34 86.69

Less: Finance Cost 60.55 46.36

Profit Before Depreciation and Taxation 51.79 40.33

Less: Depreciation (net of transfer from Revaluation Reserve) 15.08 12.57

Profit Before Taxation 36.71 27.76

Less: Provision for Current Tax/Tax for earlier years/Deferred Tax//Wealth Tax 9.80 9.05

Profit After Taxation 26.91 18.71

Add: Balance brought forward from previous year 70.14 54.06

Profit available for appropriation 97.05 72.77

Appropriation:

Transfer to General Reserve 2.00 1.50

Dividend 1.53 0.97

Corporate Tax on Dividend 0.27 0.16

Balance Carried Forward 93.25 70.14

FINANCIAL PERFORMANCE REVIEW

SALES ACHIEVEMENTS

The total gross income of your Company increased to Rs. 1167.29 Crores from Rs. 1015.15 Crores in the previous year achieving a growth of over 15% on year to year basis.

PROFITABILITY

The Company has registered operational growth as evidenced by the fact that it has achieved EBIDTA of Rs. 112.34 Crore this year which is 29.59% higher than the EBIDTA of the previous year. At the same time Profit before taxation has also increased to Rs. 36.71 Crores from Rs. 27.76 Crores in the previous year showing an increase of 32%. Similarly, the Profit after taxation has also increased to Rs. 26.91 Crores from Rs. 18.71 Crores in the previous year registering a growth of 44 %.

DIVIDEND

Your directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend for the financial year ended 31st March, 2014 of Rs. 0.15 per equity share of Rs.1 each. Total dividend pay out for the year will amount to Rs. 1.53 Crores (excluding Dividend Tax)

Your directors have made this recommendation after careful consideration of your Company''s performance and its reserves and an assessment of fund requirement of the Company.

BUSINESS OPERATIONS

Your Company has registered a fantastic growth in the Tower division and PVC division while other divisions have showed improvement in their contribution to the overall growth of the Company. The increase in production volume has resulted in increase in utilisation of production capacity. During the year the Company has made a backward integration by setting up a plant for production of Nut and Bolt which will be utilised towards in house consumption for production of Towers as well as sell to outside markets. The company''s focus is always on the improvement in capacity utilisation as well as on increasing the efficiency. During the year under review the Company has exported its products to Bangladesh, Indonesia, Zambia, Qatar and other middle east countries.

CURRENT YEAR''S OUTLOOK

The products of the Company like transmission towers, PVC pipes are used in the infrastructure sector. The Government is undertaking proactive policy initiatives for infrastructure development and Industrial Growth, which will accelerate demand for our products in line with economic growth. With the increasing demand for the products of the Company in the global market export performance of the Company is expected to increase sizably.

FUTURE PLANS OF EXPANSION

Your company is in continuous process of making expansion considering the business needs and feasibility of the same. The efforts are being made to explore the opportunities in global market and an inflow of orders is most likely.

DIRECTORS

Mr. Devesh Bansal and Mr Shyam Bahadur Singh retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommended their reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, and based on the representations received from the operating Management, The Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies as mentioned in note 1 to the Accounts 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 31st March, 2014 and of the profit or loss of the Company for the year ended on that day;

iii. the directors 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 and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year ended 31st March, 2014 have been prepared on a "going concern" basis.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

The information on particulars of employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) for the financial year ended 31st March, 2014 are given below :-

Note: The employment is contractual for a period of three years

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the Financial Year Ended 31st March, 2014:-

CONSERVATION OF ENERGY

(1) The technical department of the Company monitors the energy consumption and it takes due care in proper utilisation of the energy.

(2) The regular maintenance of Plant & Machinery, installation of Automated Machines and watchful supervision results in reduction in energy consumption.

Total energy consumption and energy consumption per unit of production:

TECHNOLOGY ABSORPTION

A) Research & Development (R&D)

1. Specific areas in which R & D carried out by the Company:

(i) Increasing Capacity Utilisation

(ii) Improvement in product quality and performance.

(iii) Market for Export as well as domestic.

2. Benefits derived as a result of the above R & D (i) Improvement in production

(ii) Improvement in product quality, productivity and performance.

(iii) Expansion of business in new areas geographically both domestic and globally.

3. Future Plan of action - continued efforts in areas of Cost reduction, Capacity Building improvement of productivity, quality, performance and geographical Diversification.

4. Expenditure on R & D - No major Expenses has been incurred on R & D

B) Technology Absorption, Adaptation and innovation:

Particulars Absorptio Status of year implementation

1 CNC MACHINE 2014 Commissioned

2 PULLER & TENSIONER 2014 Commissioned

3 TOOLS AND TACKLES 2014 Commissioned

4 CNC MACHINE 2013 Commissioned

5 PLASMA MACHINE 2012 Commissioned

6 CNC MACHINES 2012 Commissioned

7 PULLER & TENSIONER 2012 Commissioned

8 DRILLING MACHINE 2011 Commissioned

9 CNC MACHINES 2011 Commissioned

10 HYDRAULIC SWING BEAM SHEAR MODEL & 2011 Commissioned MOTORIZED FLAT TRUCK

11 GODDENG MAKE DRILLING MACHINE 2011 Commissioned

12 CNC ANGLE LINE MACHINE 2011 Commissioned

13 CNC MACHINE, CNC HYDRAULIC PUNCHING & 2010 Commissioned MARKING MACHINE,CNC STEEL PLATE PUNCHING, CNC ANGLE STEEL PLATING

14 HYDRAULIC SWING BEAM SHEARING MACH 2010 Commissioned

15 PRESS BRAKE UP & BOTTOM TOOL 2010 Commissioned

16 HIGHMAST POLE MACHINE PRESS BRAKE & 2009 Commissioned SUT WELDING MACHINE

17 CNC ANGLE & PLATE MACHINE & DRILLING 2008 Commissioned STATION

Disclosure as per the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011,

Based on the information received from the Promoters and as required under Clause 10(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, persons constituting "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of Regulation 10 :

Mr. Sadhuram Bansal, Mr. Sajan Kumar Bansal, Mr. Sharan Bansal, Mr. Devesh Bansal, Mr. Siddharth Bansal, Mrs. Ram Murti Bansal, Mrs. Meera Bansal,

Mrs. Sumedha Bansal, Mrs. Rashmi Bansal, Mrs.

Shruti M Bansal, Skipper Realties Limited, Sadhuram Jhajjarwala (HUF), Sajan Kumar Bansal & Sons (HUF), Skipper Telelink Limited, Skipper Plastics Limited and Ventex Trade Private Limited.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public under section 58A of the Companies Act, 1956 during the financial year under report.

AUDITORS

M/s. Patanjali & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They have expressed their unwillingness to be reappointed . Your directors place on record the invaluable services rendered by them during their tenure as auditors of the Company. In view of their unwillingness, the Board of Directors propose M/s. Singhi & Company, Chartered Accountants, who have agreed for appointment and have confirmed that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. Your

Directors recommend their appointment for ensuing year.

The Auditors'' Report is self-explanatory and does not require any further clarifications.

COST AUDITORS:

In accordance with the Order dated 30th June, 2011 issued by Ministry of Corporate Affairs pursuant to Section 233B, of the Companies Act, 1956, Your Company is required to get its Cost accounting records audited by a Cost Auditor and has accordingly appointed M/s AB & Co. Cost Accountants for this purpose for financial year 2013-14.

The Board at its meeting held on 30th April, 2014 has reappointed existing Cost Auditors M/s AB & Company, Cost Accountants, to conduct the audit of the cost accounting records for the financial year 2014-15 on a remuneration of '' 60000/- plus service tax as applicable and reimbursement of out of pocket expenses. The said remuneration is subject to the ratification of the Members in terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies ( Audit and Auditors ) Rules, 2014 . The payment of remuneration to M/s AB & Co. approved by the Board is accordingly placed for your ratification.

LISTING INFORMATION

Your directors have pleasure to inform you that Equity Shares of your Company have been listed with BSE Limited with effect from 18th July, 2014.

The Equity Shares of the Company are in dematerialized form and are listed at the Calcutta Stock Exchange Ltd. and the U P Stock Exchange Ltd. The ISIN No. of the company is INE439E01022.

CORPORATE GOVERNANCE

Your directors affirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Corporate Governance Report as per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

COMPLIANCE CERTIFICATE FOR CORPORATE GOVERNANCE

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The company is holding ISO 18001 and ISO 14001 Certification for Health and Safety Standards and Environment Management Standards. The Company has taken sufficient measures to ensure safety of the personnel, equipments and the environment. Proper working environment is provided to the work force. Adequate measures have been taken for removal of Wastes. To ensure safety and health of the work force the company has maintained medical facilities at the Units and also provided safety cloths, Helmets and Hand Gloves to the employees. The company keeps a close watch on the safety and security of the workforce as well as environmental issues. The Company has issued necessary guidelines to the work force in order to educate them to ensure their safety.

Your company is committed to the welfare of Society. During the year under review the Company provided medicines to the Charitable Dispensary on regular basis, organised eye check up camp for the poor people residing in villages. The Company is carrying out its Corporate Social Responsibility through contribution to Skipper Foundation, which carries on various activities for the welfare of society. The Company arranged for renovation of schools, contributed for Gramin Mela organised by villagers and contributed to other charitable organisations and for other social cause..

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company appreciates the contribution of the employees to its growth. The Company has never faced any labour problem since its inception. This is all possible due to harmonious relation maintained by the Company with its workforce. They are motivated by giving rewards to the talented employees paving the way for others to follow. The company has a team of experienced and competitive professionals.

ACKNOWLEDGEMENT

Your directors appreciate the assistance and support received from the Banks, Government Authorities, Customers, suppliers, business associates, shareholders and Central and State Government and the society as a whole. Your directors also wish to place on record their appreciation for devotions and committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Place: Kolkata Sajan Kumar Bansal Sharan Bansal Date: 30th day of July, 2014 Managing Director Director


Mar 31, 2013

The Members of Skipper Limited

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

Particulars Financial Year Rupees in Crores 2012-13 2011-12

Gross Income 1015.15 824.29

Net Income 901.76 742.02

Profit before Finance Cost, Depreciation, and Taxation 86.69 63.07

Less: Finance Cost 46.36 36.75

Profit Before Depreciation and Taxation 40.33 26.32

Less: Depreciation (net of transfer from Revaluation Reserve) 12.57 11.71

Profit Before Taxation 27.76 14.61

Less: Provision for Current Tax/Tax for earlier years/Deferred Tax/Wealth Tax 9.05 4.72

Profit After Taxation 18.71 9.89

Add: Balance brought forward from previous year 54.06 48.18

Profit available for appropriation 72.77 58.07 Appropriation:

Transfer to General Reserve 1.50 0.50

Dividend 0.97 3.02

Corporate Tax on Dividend 0.16 0.49

Balance Carried Forward 70.14 54.06



FINANCIAL PERFORMANCE REVIEW

A. SALES ACHIEVEMENTS

The total gross income of your Company increased to Rs. 1015.15 Crores from Rs. 824.29 Crores in the previous year achieving a growth of over 23% on year to year basis.

B. PROFITABILITY

The Company has registered operational growth as evidenced by the fact that it has achieved EBIDTA of Rs. 86.69 Crore this year which is 37.45% higher than the EBIDTA of the previous year.At the same time Profit before taxation has also increased to Rs. 27.76 Crores from Rs. 14.61 Crores in the previous year showing a jubilant increase of 90% . Similarly, the Profit after taxation has also increased to Rs. 18.71 Crores from Rs. 9.89 Crores in the previous year at the same rate of growth.

DIVIDEND I

Your directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend for the financial year ended 31st March, 2013 of Re 0.10 per equity share of Re.l each. Further due to redemption of Non Cumulative Redeemable Preference shares during the year, no dividend has been recommended on those shares.

Your directors have made this recommendation after careful consideration of your Company''s performance and its reserves and an assessment of fund requirement of the Company.

Business Operations

Your Company has performed very well during the year under review. All the divisions of the Company have contributed to boost the performance level. Your company continued to improve its capacity and efficiency. We have set up Tower manufacturing facilities at our Uluberia Unit during the year under review and the production in this division has also commenced during the year. The PVC division of the Company has shown an excellent performance establishing a move towards dominating the market. During the year products of the company have been exported to various countries including Nepal, Nigeria and Australia etc.

CURRENT YEAR''S OUTLOOK

Your company expects to increase the quantum of contribution to the infrastructure sector. As all the products and services of the Company are used for infrastructure development, your directors are willing to contribute more and more to the infrastructure development not only within the limits of country but across the world as a whole. With the government''s continuous effort of having a sound infrastructure, the demand for company''s products is increasing day by day and your company is ready to avail the opportunities that are likely to come. The Company'' export volume is gradually increasing and every effort will be made to grab the opportunities in the global market.

FUTURE PLANS OF EXPANSION

Your company is looking at every possibility of improving the quality of the products and at the same time reducing the cost of products. In course of its efforts the Company has planned for further backward integration by setting up the manufacturing facilities for Nuts and Bolts at its Uluberia Unit.

DIRECTORS

Mr. Sharan Bansal and Manindra Nath Banerjee retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Board recommended their reappointment.

During the year Mr Malay Sengupta has resigned from the directorship of the Company. The Board appreciates his contribution to the growth of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, and based on the representations received from the operating Management, The Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies as mentioned in note 1 to the Accounts 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 31st March, 2013 and of the profit or loss of the Company for the year ended on that day;

iii. the directors 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 and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year ended 31st March, 2013 have been prepared on a "going concern" basis.

PARTICULARS OF EMPLOYEES AND OTHER

STATUTORY INFORMATION

The information on particulars of employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) for the financial year ended 31st March, 2013 are given below :-

Name of Employee &(Age) :Sajan Kumar Bansal (55 Years)

Designation/ Nature of duties : Managing Director

Gross Remuneration (Rs.) : 7,50,000/-

Qualification : B. Com

Experience in years : 29 years

Date of Commencement of Employment : 26.10.1984

Particulars of Last Employment : First Employment

Note: The employment is contractual for a period of three years

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO

Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the Financial Year Ended 31st March, 2013:-

CONSERVATION OF ENERGY

(1) The technical department of the Company monitors the energy consumption and it is meant to ensure the optimum utilization of energy.

(2) The regular maintenance of Plant & Machinery reduces the energy consumption level.

Total energy consumption and energy consumption per unit of production:

TECHNOLOGY ABSORPTION

A) Research & Development (R&D)

1. Specific areas in which R & D carried out by the Company:

(i) Increasing Capacity Utilisation

(ii) Improvement in product quality and performance.

(iii) Market for Export

(iv) Cost Control

(v) Reduction of Energy Consumption

2. Benefits derived as a result of the above R&D

(i) Improvement in customer Satisfaction

(ii) Cost Benefits

(iii) Improvement in product quality, productivity and performance.

3. Future Plan of action-continued efforts in areas of Cost reduction, Capacity Building improvement of productivity, quality and performance.

4. Expenditure on R&D-No major Expenses has been incurred on R&D

B) Technology Absorption, Adaptation and innovation:

Information regarding technology imported during last five years:

DISCLOSURE OF NAMES OF PERSONS

CONSTITUTING GROUP FOR INTER SE

TRANSFER PURSUANT TO REGULATION 3(1) (e)

(i) OF THE SEBI (SUBSTANTIAL ACQUISITION OF

SHARES & TAKEOVERS) REGULATIONS, 1997

Pursuant to intimation from promoters the names of promoters and Companies Comprising the "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969 are disclosed herein below for the purpose of Regulation 3(l)(e) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997:

Mr. Sadhuram Bansal, Mr. Sajan Kumar Bansal, Mr. Sharan Bansal, Mr. Devesh Bansal, Mr. Siddharth Bansal, Mrs. Ram Murti Bansal, Mrs. Meera Bansal, Mrs. Sumedha Bansal, Mrs. Rashmi Bansal, Bansal TMT Steels Limited, Sadhuram Jhajjarwala (HUF), Sajan Kumar Bansal & Sons (HUF), Skipper Telelink Limited, Rama Consultancy Company (1993) Limited and Ventex Trade Private Limited.



SI. No. Particulars Absorption year Status of implementation

1 CNC MACHINE 2013 Commissioned

2 PLASMA MACHINE 2012 Commissioned

3 CNC MACHINES 2012 Commissioned

4 PULLER & TENSIONER 2012 Commissioned

5 DRILLING MACHINE 2011 Commissioned

6 CNC MACHINES 2011 Commissioned

7 HYDRAULIC SWING BEAM SHEAR MODEL & MOTORIZED FLAT TRUCK 2011 Commissioned

9 GODDENG MAKE DRILLING MACHINE 2011 Commissioned

10 CNC ANGLE LINE MACHINE 2011 Commissioned

11 CNC MACHINE, CNC HYDRAULIC PUNCHING & MARKING MACHINE CNC STEEL PLATE PUNCHING, CNC ANGLE STEEL PLATING 2010 Commissioned

12 HYDRAULIC SWING BEAM SHEARING MACH 2010 Commissioned

13 PRESS BRAKE UP & BOTTOM TOOL 2010 Commissioned

14 HIGHMAST POLE MACHINE PRESS BRAKE & SUT WELDING MACHINE 2009 Commissioned

15 CNC ANGLE& PLATE MACHINE & DRILLING STATION 2008 Commissioned

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public under section 58A of the Companies Act, 1956 during the financial year under report.

I AUDITORS

M/s. Patanjali & Co., Chartered Accountants, Kolkata, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. They have informed the Company that, if appointed their appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, the members'' approval is being sought to their reappointment as the Auditors of the Company at the ensuing Annual General Meeting.

The Auditors'' Report is self-explanatory and does not require any further clarifications.

I COST AUDITORS

The Company has appointed M/s AB & Company, Cost Accountants, as the Cost Auditors of the Company for conducting cost audit for the financial year 2012-13.

I LISTING INFORMATION

The Equity Shares of the Company are in dematerialized form and are listed at the Calcutta Stock Exchange Ltd. and the U P Stock Exchange Ltd. The new ISIN No. of the company is INE439E01022.

I CORPORATE GOVERNANCE

Your directors affirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Corporate Governance Report as per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

COMPLIANCE CERTIFICATE FOR CORPORATE GOVERNANCE

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The company is holding ISO 18001 and ISO 14001 Certification for Health and Safety Standards and Environment Management Standards. The Company has taken sufficient measures to ensure safety of the personnel, equipments and the environment. Proper working environment is provided to the work force. Adequate measures have been taken for removal of Wastes. To ensure safety and health of the work force the company has maintained medical facilities at the Units and also provided safety cloths, Helmets and Hand Gloves to the employees. The company keeps a close watch on the safety and security of the workforce as well as environmental issues. The Company has issued necessary guidelines to the work force in order to educate them to ensure their safety.

Your company is committed to the welfare of Society. During the year under review the Company provided medicines to the Charitable Dispensary on regular basis, organized eye check up camp for the poor people residing in villages. The Company arranged for renovation of schools, contributed for Gramin Mela organized by villagers and contributed to other charitable organizations and for other social cause..

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company appreciates the contribution of the employees to its growth. The Company has never faced any labour problem since its inception. This is all possible due to harmonious relation maintained by the Company with its workforce. They are motivated by giving rewards to the talented employees paving the way for others to follow. The company has a team of experienced and competitive professionals.

ACKNOWLEDGEMENT

Your directors appreciate the assistance and support received from the Banks, Government Authorities, Customers, suppliers, business associates, shareholders and Central and State Government and the society as a whole. Your directors also wish to place on record their appreciation for devotions and committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Sharan Bansal Managing Director Director Place: Kolkata Date: 29th day of May, 2013


Mar 31, 2012

The Members of Skipper Limited

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Paticular Financial YEAR 20111-12 2010-11 Gross Income 824.48 563.13

Net Income 742.20 507.08

ProfitbeforeFinanceCost,Depreciation,andTaxation 63.07 51.36

Less:FinanceCost 36.75 19.51

Profit Before Depreciation and Taxation 26.32 31.85

Less: Depreciation (net oftransferfrom Revaluation Reserve) 11.71 6.58

Profit Before Taxation 14.61 25.27

Less: Provision for Current Tax/Tax for earlier years/Deferred Tax//Wealth Tax 4.72 7.62

ProfitAfterTaxation 9.89 17.65

Add:Balancebroughtforwardfrompreviousyear 48.18 33.77

Profitavailableforappropriation 58.07 51.42

Appropriation:

TransfertoGeneralReserve 0.50 2.00

Dividend 3.02 1.06

CorporateTaxonDividend 0.49 0.18

BalanceCarriedForward 54.06 48.18

FINANCIAL PERFORMANCE REVIEW

A. SALES ACHIEVEMENTS

The total gross income of your Company increased to Rs. 824.48 Crores from T 563.13 Crores in the previous year achieving a growth of over 46% on year to year basis.

B. PROFITABILITY

The Company has registered operational growth as evidenced by the fact that it has achieved EBIDTA of T 63.07 Crore this year which is 22.80% higher than the EBIDTA of the previous year. However the Profit before taxation has come down to T 14.61 Crores from T 25.27 Crores in the previous year after considering among

others the exceptional foreign exchange loss. Consequently the Profit after taxation has also come down to T 9.89 Crores from T 17.65 Crores in the previous year.

DIVIDEND

Your directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend for the financial year ended 31st March, 2012 of Re 0.10 per equity share of Re.1 each and 8% dividend on Redeemable Non Cumulative Preference Share of T 100 each on pro-rata basis. Hence the company continues to reward its shareholders with an unbroken record of dividend payments.

Your directors have made this recommendation after careful consideration of your Company''s performance and its reserves and an assessment of fund requirement ofthe Company.

Business Operations

The financial year under review was a very challenging year as the international conditions kept on worsening during this period. Your company continued to improve its capacity and efficiency.We have the pleasure to inform you that during the year 2011-12 your Company has set up a Producer Gas Plant at its Uluberia unit which aims at cuttingthefuelcost. Atthesametime anexpansion of PVC Plant has taken place aiming at increasing the share of PVC products in the market. All the divisions at Uluberia Plant have performed very well during the year. The company has also made an expansion at its Tower Division at the Jungalpur Unit with a view to increase the production efficiency. During the year products of the company have been exported to various countries including Sri Lanka, Bangladesh, Egypt, Saudi Arabia etc.

CURRENT YEAR''S OUTLOOK

Your company is making contribution to the infrastructure sectorasall theproductsandservices ofyourCompany are used for the infrastructure development. With the government''s aspiration of having a healthy infrastructure, the demand for company''s products is bound to increase in the years to come. Our products are demanded globally. Hence the company is making continuous efforts on exploring business opportunities in other countries of the world. Your company is confident of securing a sizable share in the market for all of its products.

FUTURE PLANS OF EXPANSION

With the continuous focus on the infrastructure sector your company is striving to place more and more contribution in the infrastructure. At the same time improving the quality and cost effectiveness of its products has always been an object ofthe Company. Improvement of infrastructure has been one of the objectives of the government and the Company foresees its growth aiming atthe improvement in infrastructure.

DIRECTORS

Mr. Amit Kiran Deb and Mr. Siddharth Bansal retire by rotation at the ensuing Annual General Meeting and being

eligible, offer themselves for reappointment. The Board recommended their reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, and based on the representations received from the operating Management, The Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies as mentioned in note 1 to the Accounts 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 31st March, 2012 and of the profit or loss of the Company for the year ended on that day

iii. the directors 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 and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year ended 31st March, 2012 have been prepared on a "going concern" basis.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

The information on particulars of employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) for the financial year ended 31st March, 2012 are given below :-

Name of Employee : Sajan Kumar Bansal

Age : 54 Years

Designation/Natureofduties : ManagingDirector

Gross Remuneration : 66,00,000/-

Qualification : B. Com

Experience in years : 28 years

Date of Commencement ofEmployment : 26.10.1984

ParticularsofLastEmployment : FirstEmployment

Note : The employment is contractual for a period of 3 years

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

Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part ofthe Directors'' Report for the Financial year ended 31st March, 2012:-

CONSERVATION OF ENERGY

(1) The technical department of the Company monitors the energy consumption and it is meant to ensure the optimum utilization ofenergy.

(2) The regular maintenance of Plant & Machinery reduces the energy consumption level.

Total energy consumption and energy consumption per

unit of production:

TECHNOLOGY ABSORPTION

A) Research&Development(R&D)

1. Specific areas in which R&D carried out by the Company:

(i) Increasing Capacity Utilisation

(ii) Improvement in product quality and performance.

(iii) MarketforExport

(iv) Cost Control

2. Benefits derived as a result of the above R&D

(i) Improvement in customer Satisfaction

(ii) Cost Benefits

(iii) Improvement in product quality, productivity and performance.

3. Future Plan of action - continued efforts in areas of Cost reduction, Capacity Building improvement of productivity, quality and performance.

4. Expenditure on R & D - No major Expenses has been incurred onR&D

B) Technology Absorption, Adaptation and innovation:

Information regarding technology imported during lastfive years: NotApplicable

CORPORATE GOVERNANCE

Your directors affirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Corporate Governance Report as per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

COMPLIANCE CERTIFICATE FOR CORPORATE GOVERNANCE

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The company has been provided ISO 18001 and ISO 14001 Certification for Health and Safety Standards and Environment Management Standards. At all manufacturing units necessary measures have been taken to ensure safety of the personnel & equipments and the environment. Proper working environment is provided to the work force. Adequate measures have been taken for removal of Wastes. To ensure safety and health of the work force the company has maintained medical facilities at the Units and also provided safety cloths, Helmets and Hand Gloves to the employees. The company keeps a close watch on the safety and security of the workforce as well as environmental issues.

Your company is concerned not only for the business but also for the welfare of the Society . During the year under review the Company organized a free health Check up Camp for the poor people residing in villages. The Company arranged for the distribution of Text Books to the needy students in order to provide the education to the poor children. In its journey of social activity the Company provided tents, foods etc to the flood victims. The company has extended donations to various trusts engaged in running educational institutions and other charitable activities.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has come to the present position only with the whole hearted support from the employees of the company. The Company has not faced any labour problem since its inception. This has been possible due to the fact that the management has been very much conscious toward the employees satisfaction. They are motivated by giving rewards to the talented employees paving the way for others to follow. The company has a team of experienced and competitive professionals. The Company maintains harmonious and cordial relation with its workforce.

ACKNOWLEDGEMENT

Your directors appreciate the assistance and support received from the Banks, Government Authorities, Customers, suppliers, business associates, shareholders and Central and State Government and the society as a whole. Your directors also wish to place on record their appreciation for devotions and committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal Managing Director Director

Place: Kolkata Date: 30th day of May, 2012


Mar 31, 2011

The Members of Skipper Limited

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rsin Crores) Paticular financial Year 2010-11 2009-10 Gross Income 563.13 444.36

Net Income 507.08 409.73

ProfitbeforeFinanceCost,Depreciation,andTaxation 51.36 33.72

Less: Finance Cost 19.51 9.92

Profit Before Depreciation and Taxation 31.85 23.80

Less: Depreciation (netoftransferfrom Revaluation Reserve) 6.58 3.20

ProfitBeforeTaxation 25.27 20.60

Less: ProvisionforCurrentTax/Taxforearlieryears/ DeferredTax//WealthTax 7.62 7.04

ProfitAfterTaxation 17.65 13.56

Add: Balance brought forward from previous year 33.77 22.77

Profitavailableforappropriation 51.42 36.33 Appropriation:

TransfertoGeneralReserve 2.00 1.32

Dividend 1.06 1.06

CorporateTaxonDividend 0.18 0.18

Balance Carried Forward 48.18 33.77

FINANCIAL PERFORMANCE REVIEW

A. SALESACHIEVEMENTS

The total gross income of the Company increased to T 563.13 Crores from T 444.36 Crores in the previous year achieving a growth of over 26% on year to year basis.

B. PROFITABILITY

Profit before taxation has increased to T 25.27 Crores from T 20.60 Crores in the previous year registering a growth of over 22%. Similarly the profit after taxation has also increased

to T 17.65 Crores from T 13.56 Crores in the previous year registering a growth of over 30%. Similarly EBIDTA for the year has increased substantially by 52.32% over the EBIDTA for previous year and EBIDTA has also increased from 8.23% of Net Sales in the year 2009-2010 to 10.13% of Net Sales in the year 2010-11.

DIVIDEND

Your directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend for the financial year ended 31st March, 2011 of Rs. 0.15 per equity share of Rs. 1 each and 8% dividend on Redeemable Non Cumulative Preference Share ofRs. 100 each on pro-rata basis. Hence the company continues to reward its shareholders with an unbroken record ofdividend payments.

Your directors have made this recommendation after careful consideration ofthe Company''s performance and its reserves and an assessment of fund requirement of the Company.

Business Operations

We have the pleasure to inform you that during the year 2010- 11 the Company has commenced production at its Rolling Mill- Section Division and Rolling Mill-Strips division. Thus all the divisions at Uluberia Plant have started working and have performed very well during the year. The PVC product of the Company has received a very good response from the market, consequently the company has made further expansion of the PVC Division increasing the installed Capacity from 2500 MT per annum to 5000 M T per annum. The company has made expansion at its Tower Division at the Jungalpur Unit. During the year products of the company have been exported to various countries including Sri Lanka, Australia, Jordan etc.

CURRENT YEAR''S OUTLOOK

The products of the Company are used in infrastructure development. With the government''s continued focus on infrastructure development, the demand for company''s products is expected to increase continuously. Our products are demanded globally. Hence the focus of the company is on exploring business opportunities in other countries of the world. The company is in process of setting up a Producer Gas Plant (Coal Gasiefire) at its Uluberia unit which will result in reduction of operation cost. The Company is also doing expansion of its PVC division The Company''s performance level is expected to improve in the current year as all the divisions at Uluberia Unit are in operation. The Company is in possession of plenty of orders for all its products.

FUTURE PLANS OF EXPANSION

Your Company intends to be a key player in the Infrastructure Sector. With this object in view it intends to focus on the key areas like quality, cost and infrastructure which is piovtal for India achieving the targeted rate ofgrowth and is heading for growth. Besides the company is keeping watch on the possibility of foraying into the export market untapped yet, thus, haunting for becoming a global player.

DIRECTORS

Mr. Malay Sengupta and Mr. Shyam Bahadur Singh retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. The Board recommended their reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, and based on the representations received from the operating Management, The Board of Directors of the Company hereby state and confirm that :

i. in the preparation of the Annual Accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies as mentioned in Schedule 21 to the Accounts 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 31st March, 2011 and of the profit or loss of the Company for the year ended on that day;

iii. the directors 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 and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year ended 31st March, 2011 have been prepared on a "going concern" basis.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

The information on particulars of employees under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) for the financialyearended31stMarch,2011 are given below:

NameofEmployee&(Age) : SajanKumarBansal (52 Years)

Designation/Natureofduties : ManagingDirector

Gross Remuneration (Rs) : 60,00,000/-

Qualification : B. Com

Experience in years : 27 years

Date of Commencement of Employment : 26.10.1984

ParticularsofLastEmployment : FirstEmployment

Note: The employment is contractual for a period of three

years

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

Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the Financial Year Ended 31st March, 2011:

CONSERVATION OF ENERGY

(1) The technical department of the Company keeps a watch on the energy consumption and ensures the proper utilization of energy.

(2) The Company takes suitable steps for keeping its plant & machinery under proper maintenance so that energy consumption can be used at optimum level.

Total energy consumption and energy consumption per unit of production:

TECHNOLOGY ABSORPTION

A) Research & Development (R&D)

1. Specific areas in which R&D carried out by the Company:

(i) Improvement in product quality and performance.

(ii) Increase of production capacity and capability.

(iii) Newtechniquesofproduction

(iv) Market for Export (iv) Technical supervision

2. Benefits derived as a result of the above R&D

(i) Improvement in customer Satisfaction

(ii) Cost Benefits

(iii) Improvement in product quality, productivity and performance.

(iv) Increase in Exports

3. Future Plan of action - continued efforts in areas of Cost reduction, Capacity Building improvement of productivity, quality and performance.

4. Expenditure on R & D - No major Expenses has been incurred onR&D

B) Technology Absorption, Adaptation and innovation:

Information regarding technology imported during last five years: Not Applicable

DISCLOSURE OF NAMES OF PERSONS CONSTITUTING GROUP FOR INTER SE TRANSFER PURSUANT TO REGULATION 3(1) (e)

(i) OF THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997

Pursuant to intimation from promoters the names of promoters and Companies Comprising the "Group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969 are disclosed herein below for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997:

Mr. Sadhuram Bansal, Mr. Sajan Kumar Bansal, Mr. Sharan Bansal, Mr. Devesh Bansal, Mr. Siddharth Bansal, Ms. Ram Murti Bansal, Ms. Meera Bansal, Ms. Sumedha Bansal, Ms. Rashmi Bansal, Cement Manufacturing Co. Limited, Megha Technical & Engineers (P) Limited, Bansal TMT Steels Limited, Sadhuram Jhajjarwala (HUF), Sajan Kumar Bansal & Sons (HUF), Skipper Telelink Limited and Ventex Trade Private Limited

PUBLIC DEPOSITS

Your Company has not accepted any deposits from public under section 58A of the Companies Act, 1956 during the financial year under report.

AUDITORS

M/s. Patanjali & Co., Chartered Accountants, Kolkata, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. They have informed the Company that, if appointed their appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956. Accordingly, the members'' approval is being sought to their reappointment as the Auditors of the Company at the ensuing Annual General Meeting.

The Auditors'' Report is self-explanatory and does not require any further clarifications.

Sub-Division of shares

During the year Equity shares of the Company of face value of Rs. 10 each has been sub-divided into 10 Equity Shares of Rs. 1 each.

LISTING INFORMATION

The Equity Shares of the Company are in dematerialized form and are listed at the Calcutta Stock Exchange Ltd. and the U P Stock Exchange Ltd. The new ISIN No. of the company is INE439E01022.

CORPORATE GOVERNANCE

Your directors affirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Corporate Governance Report as per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

COMPLIANCE CERTIFICATE FOR CORPORATE GOVERNANCE

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company lays utmost importance on the safety standards at all workplaces. At all manufacturing units necessary systems & procedures have been put in place to ensure safety of the personnel & equipments. To ensure safety and health of the work force and create awareness the company has maintained medical facilities at the Units and also provided safety cloths,

Helmets and Hand Gloves to the employees. The company has taken an aggressive move for environment conservations. The company has been provided ISO 18001 and ISO 14001 Certification for health and Safety Standards and Environment Management Standards.

The Company is concerned about the welfare of the society and from time to time undertakes various initiatives for the welfare of the community. These initiatives are focused on health care, education, cultural events for promoting harmony among masses. The company aims to help the Government of India in its endeavour to eradicate illiteracy.

The company has extended donations to various trusts engaged in running educational institutions and other charitable activities. The Company has organized Eye check up and cataract screening camp during the year. The Company has also provided assistance to the educational institutions in developing their infrastructure and also distributed books to the poor students.

HUMAN RESOURCES, SOCIAL DEVELOPMENT AND INDUSTRIAL RELATIONS

The sucess of business is directly linked to the people who work for that business. Skilled & motivated employees are key for the business to maintain its competitive advantage. The importance of having a highly motivated self driven work force cannot be over emphasised in to days competitive envrionment. The company has a team of experienced and competitive

professionals. In the ever changing scenario, we recognize the need for training and retaining the talent pool of the Company. Performance reviews of employees are conducted on regular basis and the employees are motivated and adequately rewarded. The Company maintains harmonious and cordial relation with its workforce. The Company has not faced any labour trouble since its inception.

ACKNOWLEDGEMENT

Your directors appreciate the assistance and support received from the Banks, Government Authorities, Customers, suppliers, business associates, shareholders and Central and State Government and the society as a whole. Your directors also wish to place on record their appreciation for devotions and committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal Managing Director Director

Place: Kolkata Date: 30th day of May, 2011

 
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