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Notes to Accounts of Skipper Ltd.

Mar 31, 2018

1. Estimated amount of contracts pending execution on capital account net of advances of Rs, 24.87 million (Previous Years: 31st March, 2017: Rs,149.99 million, 1st April, 2016: Rs, 21.78 millions) and not provided for is Rs, 74.17 million (Previous Years: 31st March, 2017: Rs, 98.03 million, 1st April, 2016: Rs, 90.50 million).

2. As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The disclosure in respect of CSR Expenditure during the year as aligned with the CSR Policy of the Company which is in line with the activities specified in Schedule VII of the Companies Act, 2013 is as under:

3. The information regarding amounts due to creditors registered under the Micro, Small and Medium Enterprises Development Act, 2006, has been given to the extent available with the Company. The required disclosures of outstanding dues of micro, small & medium enterprises are as under:

4. EMPLOYEE BENEFITS

Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 - Employee Benefits are as under :

A. Defined Contribution Plan :

The amount recognised as an expenses for the Defined Contribution Plans are as under :

B. Defined Benefit Plan :

Post-employment and other long term employee benefits in the form of gratuity and leave encashment are considered as defined benefit obligation. The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Under the PUC method a "projected accrued benefit" is calculated at the beginning of the year and again at the end of the year for each benefit that will accrue for all active members of the Plan. The "projected accrued benefit" is based on the Plan''s accrual formula and upon service as of the beginning or end of the year, but using a member''s final compensation, projected to the age at which the employee is assumed to leave active service. The Plan liability is the actuarial present value of the "projected accrued benefits" as of the beginning of the year for active members.

Liability for leave payable at the time of retirement has been recognized on actuarial basis.

Risk Exposure:

Defined Benefit Plans expose the Company to actuarial risks such as: Interest Rate Risk, Salary Risk, Demographic and Regulatory Risk.

(a) Interest rate risk : The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase

(b) Salary risk : Higher than expected increases in salary will increase the defined benefit obligation.

(c) Demographic risk : This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to a long service employee.

(d) Regulatory Risk : Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity from Rs, 1 million to Rs, 2 million). An upward revision of maximum gratuity limit will result in gratuity plan obligation.

# These Sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity analyses.

(xii) Salary Escalation Rate :

The estimates of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

5. OPERATING LEASE

The Company has certain residential/commercial premises under cancelable operating leases, renewable with mutual consent on mutually agreeable terms. There are no restrictions imposed by lease agreements. The Company has taken certain land on operating lease for its manufacturing facilities. There is escalation clause in some of the lease agreement. There is a lock in clause ranging from 6 months to 36 months in certain lease agreement.

6 EVENT OCCURRING AFTER BALANCE SHEET

For the year ended 31st March, 2018, the Board of Directors of the Company has recommended dividend of Rs, 1.65 per share (Previous Year: Rs, 1.55 per share) to equity shareholders aggregating to Rs, 204.05 million (Previous year: Rs, 190.88 million) including Dividend Distribution Tax.

7 EMPLOYEE SHARE-BASED PAYMENT Employee Stock Options Plan 2015 ("ESOP 2015")

On 7th January, 2016, the Shareholders of the Company approved the Employee Stock Options Plan 2015 ("ESOP 2015") for issue of Option not exceeding 2000000 (Two million) options to its permanent employees (including a Director, whether whole time or not but excluding independent directors) of the Company, working in India. Each option when exercised would be converted into one Equity Share of Rs, 1/- (Rs, One) each fully paid-up. As per the plan, all the options granted on any date shall vest not earlier than 1(one) year and not later than a maximum of 6 (six) years from the date of grant of options. These options do not carry rights to dividends or voting rights till the date of exercise. The Shares issued upon exercise of Options shall be freely transferable and shall not be subject to any lock-in period restriction after such exercise, except as required by SEBI Regulations.

Under ESOP 2015, so far the Company has granted 1670000 options (Previous Year: 1185000 options) to its eligible employees, out of which 70000 options (Previous Year: 40000 options) has been cancelled.

The weighted average share price during the year of exercise was Rs, 243.01 per share (Previous Year: Rs, Nil per share) and weighted average remaining contractual life of the options for the share options outstanding as at 31st March, 2018 was 8.10 years (Previous Year: 8.5 years).

Fair Valuation:

The fair value at grant date of stock option granted during the year ended 31st March, 2018 was Rs, 147.51 (Previous Year: Rs, 79.85 ). The fair value has been carried out by an independent valuer by applying Black-Scholes Model. The key assumptions used in the Black Scholes model for calculating the fair value as on the date of grant are as given below:

The expected dividend is based on last year data and is not necessarily indicative. The expected volatility was determined based on the historical share price volatility over the past period depending on the life of the options granted which is indicative of future period and which may not necessarily be the actual price.

Effect of employee share-based payment transactions on profit or loss for the year and on financial position:

For the year ended 31st March, 2018 the Company recognises total expenses of Rs, 40.83 million (Previous Year: Rs, 26.98 million ) related to equity settled share based transactions. During the year, the Company allotted 266500 fully paid-up equity shares of Rs, 1/- each of the Company (Previous Year: Nil ) on exercise of equity settled options for which the Company has realised Rs, 26.65 million (Previous Year: Rs, Nil ) as exercise price.

@ Non-current assets exclude financial instruments, deferred tax assets and employee benefit assets.

(C) Information about major customers

Total amount of revenues from customers (each exceeding 10% of total revenues of the Company) is Rs, 6,513.37 million (Previous Year: Rs, 5,272.36 million ) reported under engineering & infrastructure segment.

(D) Other disclosures

(i) The Operating Segments have been reported in a manner consistent with the internal reporting and evaluation by Chief Operating Decision Maker (CODM).

(ii) The business segment comprise the following :

The Engineering Products segment which includes Towers, Tower Accessories, Fasteners, Angles, Channels, Highmast Poles, Swaged Poles, Scaffoldings, Solar Power Systems etc.

The Infrastructure Projects segment which includes Horizontal Direct Drilling services and Engineering, Procurement & Construction services.

The Polymer Product segment which includes PVC, CPVC, UPVC, SWR pipes & fittings and other related products.

(iii) The geographical information considered for disclosure are : Sales within India and Sales outside India.

(iv) There are no inter-segment revenues.

8. RELATED PARTY DISCLOSURES

A. List of the related parties and relatives with whom transactions have taken place.

(1) Key Management Personnels.

(a) Mr. Sajan Kumar Bansal -Managing Director

(b) Mr. Sharan Bansal -Whole Time Director

(c) Mr. Devesh Bansal -Whole Time Director

(d) Mr. Siddharth Bansal -Whole Time Director

(e) Mr. Amit Kiran Deb -Independent Director

(f) Mr. Manindra Nath Banerjee -Independent Director

(g) Mr. Joginder Pal Dua -Independent Director

(h) Mrs. Mamta Binani -Independent Director

(i) Mr. Ashok Bhandari -Independent Director w.e.f. 06.09.2017 (j) Mr. Yash Pall Jain -Executive Director w.e.f. 06.09.2017

(2) Parties where key managerial personnel along with their relatives have significant influence.

(a) Skipper Realties Limited

(b) Skipper Telelink Limited

(c) Ventex Trade Private Limited

(d) Skipper Plastics Limited

(e) Suviksit Investments Limited

(f) Skipper Polypipes Private Limited

(g) Vaibhav Metals Private Limited

(h) Aakriti Alloys Private Limited

(i) Samriddhi Ferrous Private Limited (j) Utsav Ispat Private Limited

(k) Skipper Pipes Limited

(l) Sheo Bai Bansal Charitable Trust

(m) Skipper Foundation

(3) Relatives of key managerial personnel

(a) Mrs. Meera Bansal -Wife of Mr. Sajan Kumar Bansal

(b) Mrs. Sumedha Bansal -Wife of Mr. Sharan Bansal

(c) Mrs. Rashmi Bansal -Wife of Mr. Devesh Bansal

(d) Mrs. Shruti M Bansal -Wife of Mr. Siddharth Bansal

9. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s principal financial liabilities other than derivatives comprise long-term and short-term borrowings, capital creditors and trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets other than derivatives include trade and other receivables, cash and cash equivalents and deposits that derive directly from its operation.

The Company is exposed to market, credit, liquidity and regulatory risks. The Company''s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below :

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises Three types of risk: commodity risk, interest rate risk and foreign currency risk.

(a) Commodity Price Risk

Company is affected by the price volatility of certain commodities, primarily, Steel, Zinc and PVC Resin. Its operating activities require the on-going purchase of these materials. The company has arrangement to pass through the increase/decrease in steel and Zinc price through price variance clause in majority of the contract. PVC resin being not a material item, hence price sensitivity is not disclosed.

(b) Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rate relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency). Further, the Company has foreign currency risk on import of input materials, capital commitment and also borrow funds in foreign currency for its business. The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks. Certain transactions of the Company act as a natural hedge as a portion of both assets and liabilities are denominated in similar foreign currencies, for the remaining exposers to foreign exchange risks, the Company adopts a policy of selective hedging based on risk perception of management using derivative, whenever required, to mitigate or eliminate the risks.

(c) Interest Rate risk

The Company is exposed to interest rate risk on financial liabilities such as borrowings, both short-term and long-term. It maintains a balance of fixed and floating interest rate borrowings and the proportion is determined by current market interest rates, projected debt servicing capability and view on future interest rates.

For details of the Company''s short-term and long-term borrowings, including interest rate profiles, refer to note no. 15.9, 19.2 & 19.3 of this Ind AS financial statements.

Impact of increase/decrease in benchmark interest rates on the Company''s equity and statement of Profit and Loss for the year are as given below:

(B) Liquidity Risks

The Company determines its liquidity requirement in the short, medium and long term. Its objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all times. The Company relies on a mix of borrowings and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium/ long term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure it has sufficient cash to meet operational needs.

(a) Financing Arrangement

The Company had access to the following available liquidity:

Undrawn limit has been calculated based on the available drawing power and sanctioned amount at each reporting date.

(C) Credit Risks

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers.

Trade Receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows:

(D) Regulatory Risks

The Company performance may be impacted due to change in Regulatory Environment. The Company is closely monitoring the regulatory developments and risks thereof and proactively implementing course correction for proper compliance commensurate with new regulatory requirements.

10. CAPITAL MANAGEMENT

The Company''s objective to manage its capital is to ensure continuity of business while at the same time provide reasonable returns to its various stakeholders but keep associated costs under control. In order to achieve this, requirement of capital is reviewed periodically with reference to operating and business plans that take into account capital expenditure and strategic investments. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. Apart from internal accrual, sourcing of capital is done through judicious combination of equity and borrowing, both short term and long term. The Company is not subject to any externally imposed capital requirements. The Company monitors capital using a debt equity ratio.

For the purpose of calculation:

Debt = Noncurrent borrowings Current Borrowings Current maturities of long term borrowings- Cash and Cash equivalent -Other Bank balances (excluding Unpaid Dividend Balance)

In order to achieve this overall objective, the Company''s capital management, amongst other things including working capital management, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest bearing loans and borrowings in the current period.

11. FIRST TIME ADOPTION OF INDIAN ACCOUNTING STANDARD (Ind AS)

These financial statements, for the year ended 31 March 2018, are the first financial statements the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31 March 2017, the Company had prepared its financial statements in accordance with Companies (Accounting Standards) Rules, 2006 (as amended) notified under Section 133 of the Companies Act 2013 read with Rule 7 of Companies (Accounts) Rule, 2014 (hereinafter referred to as ''Previous GAAP'').

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for the year ended 31 March, 2018 and other accounting principles generally accepted in India, together with the comparative period data as at and for the year ended 31 March 2017, as described in the summary of significant accounting policies. In preparing these financial statements, the Company''s opening balance sheet was prepared as at 1 April, 2016, the Company''s date of transition to Ind AS.

This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with previous GAAP, and how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows.

(A) Ind-AS 101 Exemptions (Optional and Mandatory) applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. Exemptions applied by Company are detailed here under:

(i) Business Combinations

The Company has elected not to apply IND AS 103 Business combination retrospectively to past business combinations that occurred before the transition date of April 1, 2016. Consequently, the company has kept the same classification for the past business combinations as in its previous GAAP financial statements

(ii) Property Plant and Equipment and Intangible Assets

With regard to property, plant and equipment has been calculated at IndAS cost at the transition date i.e. 1st April, 2016 except for land measured at fair value as deemed cost.

(iii) Determining whether an arrangement contains a Lease

Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind AS 17 "Leases" for determining whether an arrangement existing at the date of transition contains a lease by considering the facts and circumstances existing at the date of transition (rather than at the inception of the arrangement). The Company has applied the above transitional provision and has assessed all the arrangements at the date of transition.

(iv) Estimates

As per Ind AS 101, an entity''s estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the entity''s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies.

As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition or at the end of the comparative period. The Company''s estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statement that were not required under the previous GAAP are listed below :

- Fair Valuation of financial instruments carried at FVTPL.

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortized cost.

- Discounted value of liability for decommissioning costs.

(v) Designation of previously recognized financial instruments

At the date of transition to Ind AS i.e., 1 April 2016, a financial liability can be designated as at fair value through profit and loss provided it meets the criteria mentioned in Ind AS 109 and financial asset can be designated at fair value through profit and loss if requirements of Ind AS 109 are met. As permitted by Ind AS 101, Company has elected to avail the option. This has resulted in assessment of classification for all categories based on facts and circumstances that exist on the date of transition. Resulting classifications have been applied retrospectively.

(vi) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortized cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable.

Accordingly, the company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortized cost has been done retrospectively.

(vii) Decommissioning liabilities included in the cost of property, plant and equipment:

The Company has measured the liability as at the date of transition to Ind AS i.e. 1st April, 2016, estimated the amount that would have been included in the cost of the related asset when the liability first arose, by discounting the liability to that date using its best estimate of the historical risk-adjusted discount rate that would have applied for that liability over the intervening period and calculated the accumulated depreciation on that amount, as at the date of transition to Ind AS, on the basis of the current estimate of the useful life of the asset, using the depreciation policy adopted by the entity in accordance with Ind AS.

(d) Notes to the reconciliation of Balance Sheet & Equity as at 1st, April 2016 and 31st March, 2017 and Profit or Loss for the year ended 31st March, 2017.

(i) Long term borrowings

Under Indian GAAP, transaction cost incurred in connection with borrowings are charged to profit and loss in the same financial year. Under Ind AS, transaction costs are included in the initial recognition amount of financial liability and charged to profit or loss using effective interest rate method.

(ii) Fair valuation as deemed cost for Property, Plant and Equipment:

The Company have considered fair value for property, viz land situated in India, in accordance with stipulations of Ind AS 101 with the resultant impact being accounted for in the reserves.

(iii) Deferred tax

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP In addition, the various transitional adjustments lead to temporary differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity.

(iv) Dividends

Under Indian GAAP, proposed dividends including Dividend Distribution Taxes (DDT) are recognised as a liability in the period to which they relate, irrespective of when they are declared. Under IND AS, a proposed dividend is recognised as a liability in the period in which it is declared by the company (usually when approved by shareholders). In case of the Company, the declaration of dividend occurs after the year end. Therefore, the liability recorded for dividend has been derecognised against retained earnings on 01st April, 2016.

(v) Restoration

Under IND AS Decommissioning costs are provided for in the accounting period when the obligation arises based on the net present value of the estimated future costs of restoration to be incurred. Under Indian GAAP, the above obligation is not required to be discounted to its present value.

(vi) Re-classifications

The Company has made following reclassification as per the requirements of IND AS:

- Assets / liabilities which do not meet the definition of financial asset / financial liability have been reclassified to other asset / liability.

- Re-Measurement gain/loss on long term employee defined benefit plans are re-classified from profit and loss to Other Comprehensive Income.

- Excise duty collected on sales was earlier netted off with Revenue from operations under previous GAAP, now presented as an expense in accordance with IND AS 18

- Under Indian GAAP, the government grant received was accounted as Reserve and Surplus. Under IND AS the same has been accounted as "Other Financial Liabilities" in accordance with IND AS 20.

- The Company has re-classified unpaid dividend balance form cash and cash equivalents to other bank balances.

(vii) Derivative Instruments

The fair value of forward foreign exchange contracts is recognised under IND AS. The company was accounting for derivative contracts under the Indian GAAP using AS-11-''Effects of Changes in foreign Exchange rates''. The difference between the fair value and the Indian GAAP carrying amount has been recognised in retained earnings on the date of transition to IND AS and to statement of profit and loss as on 31st March, 2017.

(viii) Leases

Under Ind AS, where the payments to the lessor are structured to increase in line with expected general inflation to compensate for the lessor''s expected inflationary cost increases, straight lining of lease is not required. The same was required under AS-19. The Company has initially recognised security deposit paid to the lessor at fair value and subsequently at amortised cost as per Ind AS 109.

(ix) Expected Credit Loss Model

Ind-AS 109 requires to recognize loss allowances on trade receivable and other financial assets of the Company, at an amount equal to the lifetime expected credit loss or the 12 month expected credit loss based on the increase in the credit risk.

(x) Deferred Revenue

Under India GAAP, grants received from government agencies against specific fixed assets (Property, Plant and Equipment) are adjusted to the cost of the assets. Under IND AS the same has been presented as deferred revenue being amortised in the statement of profit & loss on a systematic basis.

(xi) Employee Share Based Payment

Under the Previous GAAP, the Company had recognised the cost of equity-settled employee share-based payment using the intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognised based on the fair value of the options as at the grant date. Adjustment has been done to take additional charge arising due to change from intrinsic value to fair value of ESOPs outstanding.

(xii) Other Comprehensive Income

Under Indian GAAP, the company has not presented other comprehensive income (OCI) separately. Hence it has reconciled Indian GAAP profit or loss to profit or loss as per IND AS. Further, Indian GAAP profit or loss is reconciled to Total Comprehensive Income as per IND AS.

12. During the current year, the Company has executed a Limited Liability Partnership Agreement with Metzerplas Cooperative Agricultural Organization Ltd ("Metzerplas") dated 14th February 2018, to jointly carry out business activities in the field of micro-irrigation. The Company will hold 50% Partnership Interest in the LLP The Company holds rights as customary in such transactions, including on veto matters.

13. Previous GAAP figures have been reclassified/regrouped to conform to the presentation requirements under Ind AS and the requirements laid down in Division-II to the Schedule-III of the Companies Act 2013.


Mar 31, 2017

1Rights, Preferences and Restrictions attached to Equity Shares:

The Company has one class of equity shares having a par value of '' 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2. The Company does not have any Holding Company.

3. The Company has reserved Equity Shares for issue under the Employee Stock Options Scheme. Please refer note no. 38 on "Employee Share-Based Payment" for details of Employee Stock Options Plan.

4. None of the securities are convertible into shares at the end of the reporting period.

5. The Company during the preceding 5 years -

(i) Has not allotted shares pursuant to contracts without payment received in cash.

(ii) Has issued 4,872,212 nos. of shares as fully paid up by way of bonus shares.

(iii) Has not bought back any shares.

6. There are no calls unpaid by Directors / Officers.

7. The Company has not forfeited any shares.

Security against Secured Loans are as follows :

8. Rupee Term Loans from Banks of Rs, 9.17 million (Previous Year: Rs, 27.50 million) are secured by way of first pari- passu charge over all immovable and moveable fixed assets, both present and future of Jangalpur unit, Howrah of the company excluding those assets for which there is an exclusive charge of other lenders. It is further secured by the second pari-passu charge on the current assets of the Company both present and future, excluding those assets for which there is an exclusive charge of other lenders.

9. Rupee Term Loans from Banks of Rs, 119.76 million (Previous Year: Rs, 207.41 million) and Foreign Currency Term Loans of Rs, 538.49 million (Previous Year: Rs, 479.99 million) are secured by way of first pari- passu charge over all immovable and moveable fixed assets, both present and future of Uluberia unit, Howrah of the company excluding those assets for which there is an exclusive charge of other lenders. It is further secured by the second pari-passu charge on the current assets of the Company both present and future, excluding those assets for which there is an exclusive charge of other lenders.

10. Foreign Currency Term Loan from Banks of Rs, 155.61 million (Previous Year: Nil) and Rupee Term Loan from banks of Rs, Nil (Previous Year: Rs, 200 million) is secured by way of first pari- passu charge over all immovable and moveable fixed assets, both present and future of Uluberia unit and Jangalpur Unit, Howrah of the company excluding those assets for which there is an exclusive charge of other bankers. It is further secured by the second pari-passu charge on the current assets of the Company both present and future, excluding those assets for which there is an exclusive charge of other bankers.

11. Rupee Term Loan from Body Corporate of Rs, 187.35 million (Previous Year: Rs, 185.90 million ) is secured by way of first pari- passu charge on plant & machinery of Polymer units situated at Ahmedabad, Guwahati (Unit

1), Hyderabad & Sikandrabad.

12. Rupee Term Loans from Banks of Rs, 482 million (Previous Year: Nil) is secured by way of first pari- passu charge over all immovable and moveable fixed assets, both present and future, of Guwahati (Unit 2).

13. Vehicle loans from Banks of Rs, 21.70 million (Previous Year: Rs, 32.78 million) and Rs, 3.69 million (Previous Year: Rs, 4.24 million) from Others are secured against hypothecation of respective fixed assets financed by them.

14. Loans From Related Parties of Rs, 253.74 million (Previous Year: Rs, 107.65 million) and Loans From Other Body Corporate of Rs, 100.50 million (Previous Year: Rs, 745.25 million), being long term in nature, have not been considered in the above repayment schedule.

15. Interest Rates:

(i) Rupee Term Loan from Banks carries interest ranging from base rate/MCLR plus 20 bps to base rate/ MCLR plus 300 bps, Rupee Term Loan from Body Corporate carries interest of SBI base rate plus 130 bps and Foreign currency Term Loans from Banks bear interest from 3 months libor plus 250 bps to 6 months libor plus 390 bps.

(ii) Vehicle Loan from Banks/Others carries interest rate between 9% to 12% p.a.

(iii) Unsecured Loan from Body corporate, from Related parties and from Banks carries interest between 9% to 12.50% p.a.

16. DEFERRED TAX LIABILITIES (NET)

The Company has recognized Deferred Tax Liability as per Accounting Standard-22 regarding ''Accounting for Taxes on Income''. The movement of major components of deferred tax provision/adjustment is:

17. Working Capital and Buyers Credit are secured by first charge on current assets and second charge on fixed assets of Jangalpur, Uluberia, Ahmedabad, Guwahati (Unit 1), Hyderabad & Sikandrabad Units of the Company and also by personal guarantees of some of the directors of the Company.

18. Interest on working Capital Facilities from banks carries interest ranging from 6.75% to 10.45%. Buyer''s Credit from Banks bears interest from 3 months/ 6 months libor plus 20 bps to 3 months/6 months libor plus 80 bps.

19. The Company does not expect any reimbursements in respect of the above contingent liability.

20. It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at pending resolution of the appellate proceedings.

21. A nine judge bench of the Supreme Court of India upheld the constitutional validity of entry tax by majority decision subject to fulfilling of certain conditions. Majority members held that entry tax should not be discriminatory in nature. The writ petition is pending at the division bench of Kolkata challenging the levy of West Bengal tax on Entry of goods into local areas Act 2012 (the Act), on the ground that it is violation of articles 304(a) and Article 14 of the Constitution. The Hon''ble High Court of Calcutta has granted interim order that tax shall not be realized by State. However, the petitioner Companies have been directed to comply with the provisions of Entry tax relating to filing of return etc.

It has been legally advised that the levy of Entry tax in the state of West Bengal would not pass the acid test of discrimination in as much as the Hon''ble Supreme Court has categorically stated that "State Legislature in exercise of its taxing power can grant exemption / set off to locally produce and manufactured goods only to a limited extent based on the intelligible differentia which is not in the nature of the general / unspecified exemptions." There is a blanket, unlimited and unspecified exemption provided by the state of West Bengal on the intra-state movement of goods, which may contradict the guidelines laid down by the Hon''ble Supreme Court.

In view of the above fact and as per the legal opinion received, management is of the view that no provision is required on account of entry tax.

22. Estimated amount of contracts pending execution on capital account net of advances of '' 149.99 million (Previous Year: '' 21.78 million) and not provided for is '' 98.03 million (Previous Year: '' 90.50 million).

23. The Company is accounting for transactions in foreign currency as per Clause 46A of Accounting Standard-11-Effects of changes in foreign exchange rates and has exercised the option of deferment of exchange fluctuation on long term liabilities granted by Companies (Accounting Standards) (Second Amendment) Rules, 2011 issued by the Ministry of Corporate Affairs on 29.12.2011 by way of capitalization to the respective fixed assets.

24. In the opinion of the management, no impairment loss is required to be charged to Statement of Profit and Loss at the end of the financial year.

25. Other Operational Income includes '' 193.26 million (Previous Year: '' 181.37 million) towards the gains realized on cancellation /roll over of forward contracts (foreign currency) relating to future export sales (firm commitment).

26. Balances of certain debtors and creditors are subject to confirmation and reconciliation. In the opinion of the management, current assets, loan and advances will have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

(b) Defined Benefit Plan :

Post employment and other long term employee benefits in the form of gratuity and leave encashment are considered as defined benefit obligation. The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

Liability for leave payable at the time of retirement has been recognized on actuarial basis.

The estimates of rate of escalation in salary considered in actuarial valuation, takes into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

27. OPERATING LEASE

The Company has taken various residential/commercial premises under cancelable operating leases except for land taken on lease for units located at Guwahati (Unit 1), Telangana & Ahmedabad with a lock-in-period of 36 months and Mumbai office for 24 Months from start of lease period. There is escalation clause in certain lease agreement. There are no restrictions imposed by lease agreements. These lease agreements are normally renewed on expiry.

28. EARNINGS PER SHARE (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computation

29. For the year ended 31st March, 2017, the Board of Directors of the Company has recommended dividend of Rs, 1.55 per share (Previous Year: Rs, 1.40 per share) to equity shareholders.

30. EMPLOYEE SHARE-BASED PAYMENT:

Employee Stock Options Plan 2015 ("ESOP 2015")

On 7th January, 2016, the Shareholders of the Company approved the Employee Stock Options Plan 2015 (""ESOP 2015"") for issue of Option not exceeding 2,000,000 (Two million) options to its permanent employees (including a Director, whether whole time or not but excluding independent directors) of the Company, working in India or outside India. Each option when exercised would be converted into one Equity Share of Rs, 1/- ('' One) each fully paid-up, i.e. mode of settlement will be equity settled. The above options shall be granted with a graded vesting schedule of 25% at the end of each year from grant date over a period of 4 years, conditional on Corporate Performance Matrix as per Plan. All the options granted on any date shall vest not earlier than 1(one) year and not later than a maximum of 6 (six) years from the date of grant of options. The Exercise period would commence from the date of vesting and will expire on completion of 5 (five) years from the date of respective vesting and these options do not carry rights to dividends or voting rights till the date of exercise. The Shares issued upon exercise of Options shall be freely transferable and shall not be subject to any lock-in period restriction after such exercise, except as required by SEBI Regulations.

Method used for accounting of share based payment plan:

The Company has used intrinsic value method to account for the compensation cost of stock options granted as per above scheme. Intrinsic value is the amount by which the quoted market price of the underlying share exceeds the exercise price of the option. Since the options under the Scheme were granted at less than market price, consequently the accounting value of the option (compensation cost) is Rs, 12.78 million (Previous Year: Rs, 0.46 million).

The expected volatility was determined based on the historical share price volatility over the past period depending on life of the options granted.

(B) Secondary Segment (Geographical Segment)

As overseas customers constitute a reportable segment, hence following items needs to be reported under geographical segments, considered as secondary segment, as per Accounting Standard (AS) 17 "Segment Reporting".

(i) The following table shows the distribution of the Company''s Revenue from operations by Geographical market.

(C) Other disclosures

There are no inter-segment revenues.

The Engineering Products segment includes Towers, Tower Accessories, Fasteners, Angles, Channels, Highmast Poles, Swaged Poles, scaffoldings etc.

The Infrastructure Projects segment includes Horizontal Direct Drilling services and Engineering, Procurement & Construction services.

The Polymer Product segment includes PVC, CPVC, UPVC, SWR pipes & fittings and other related products. 40. RELATED PARTY DISCLOSURES

A. List of the related parties and relatives with whom transactions have taken place.

(1) Key Management Personnels and their relatives.

(i) Mr. Sajan Kumar Bansal -Managing Director

(ii) Mr. Sharan Bansal -Whole Time Director

(iii) Mr. Devesh Bansal -Whole Time Director

(iv) Mr. Siddharth Bansal -Whole Time Director

(2) Parties where key managerial personnel along with their relatives have significant influence.

(i) Skipper Realties Limited ( Formerly Bansal TMT Steels Limited)

(ii) Skipper Telelink Limited

(iii) Ventex Trade Private Limited

(iv) Skipper Plastics Limited ( Formerly Rama Consultancy Company (1993) Limited)

(v) Suviksit Investments Limited

(vi) Skipper Polypipes Private Limited (Formerly Prakriti Steels Private Limited)

(vii) Skipper Foundation

(viii) Sadhuram Bansal Foundation

(ix) Sheo Bai Bansal Charitable Trust

(3) Relatives of key managerial personnel

(i) Mrs. Sumedha Bansal -Wife of Mr. Sharan Bansal

(ii) Mrs. Rashmi Bansal -Wife of Mr. Devesh Bansal

(iii) Mrs. Shruti M Bansal -Wife of Mr. Siddharth Bansal

31. Figures relating to the previous year have been regrouped and rearranged wherever necessary.


Mar 31, 2016

1. Rights, Preferences and Restrictions attached to Equity Shares:

The Company has one class of equity shares having a par value of Rs, 1 per share. Each shareholder is eligible for one vote per
share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive
the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.


2. The Company does not have any Holding Company.

3. The Company has reserved Equity Shares for issue under the Employee Stock Options Scheme. Please refer Note No. 38 on
"Employee Share-Based Payment" for details of Employee Stock Options Plan.

4. None of the securities are convertible into shares at the end of the reporting period.

5. The Company during the preceding 5 years –

(i) Has not allotted shares pursuant to contracts without payment received in cash.

(ii) Has issued 4,872,212 nos. of shares as fully paid up by way of bonus shares. (iii) Has not bought back any shares.

6. There are no calls unpaid by Directors / Officers.

7. The Company has not forfeited any shares.


Secured Loans are covered as follows :

8. Rupee Term Loans from Banks of Rs, 27.50 million (Previous Year Rs, 64.17 million) are secured by way of first pari- passu
charge over all immovable and moveable fixed assets, both present and future of Jangalpur unit, Howrah of the company excluding
those assets for which there is an exclusive charge of other lenders.

It is further secured by the second pari-passu charge on the current assets of the unit both present and future, excluding those
assets for which there is an exclusive charge of other lenders.

9. Rupee Term Loans from Banks of Rs, 207.41 million (Previous Year Rs, 491.33 million) and foreign currency term loans of Rs,
479.99 million (Previous Year Rs, 346.46 million) are secured by way of first pari- passu charge over all immovable and moveable
fixed assets, both present and future of Uluberia unit, Howrah of the company excluding those assets for which there is an
exclusive charge of other lenders. It is further secured by the second pari-passu charge on the current assets of the unit both
present and future, excluding those assets for which there is an exclusive charge of other lenders.

10. Rupee Term Loans from Banks of Rs, 200.00 million (Previous Year Rs, 186.88 million) is secured by way of first pari- passu
charge over all immovable and moveable fixed assets, both present and future of Uluberia unit and Jangalpur Unit, Howrah of the
company excluding those assets for which there is an exclusive charge of other bankers. It is further secured by the second
pari-passu charge on the current assets of the unit both present and future, excluding those assets for which there is an
exclusive charge of other lenders.


11. Loans from related parties of Rs, 107.65 million (Previous year Rs, 57.96 million) and loans from other body corporate of Rs,
745.25 million (Previous year Rs, 620.09 million), being long term in nature, have not been considered in the above repayment
schedule.

12. Interest Rates:

(i) Rupee Term Loan from Banks carries interest ranging from base rate plus 1.30% to base rate plus 3% , Rupee Term Loan from
Body Corporate carries interest of SBI base rate plus 1.30% and Foreign currency Term Loans from Banks bear interest from 3
months libor plus 250 bps to 6 months libor plus 300 bps

(ii) Vehicle Loan from Banks carries interest between 9.35 % to 12% p.a.

(iii) Unsecured Loan from Body corporate and from Banks carries interest between 9% to 12.50% p.a.

13. Rupee Term Loan from Body Corporate of Rs, 185.90 million (Previous Year: Rs, Nil ) is secured by way of first pari- passu
charge on plant & machinery of PVC units situated at Ahmedabad, Guwahati, Hyderabad & Sikandrabad.

14. Vehicle loans from Banks of Rs, 32.78 million (Previous Year Rs, 44.48 million) and Rs, 4.24 million (Previous Year Rs, Nil )
from Others are secured against hypothecation of respective fixed assets fnanced by them.


15. The Company does not expect any reimbursements in respect of the above contingent liability.

16. It is not practicable to estimate the timing of cash outfows, if any, in respect of matters at pending resolution of the
appellate proceedings.

17. Estimated amount of contracts pending execution on capital account net of advances of Rs, 21.78 million (previous year Rs,
30.60 million) and not provided for is Rs, 90.50 million (Previous year Rs, 67.19 million).

18. As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The disclosure in respect of
CSR Expenditure during the year as aligned with the CSR Policy of the Company which is in line with the activities specified in
Schedule VII of the Companies Act, 2013 is as under:


19. The Company is accounting for transactions in foreign currency as per Clause 46A of Accounting Standard-11- Effects of
changes in foreign exchange rates and has exercised the option of deferment of exchange fluctuation on long term liabilities
granted by Companies (Accounting Standards) (Second Amendment) Rules, 2011 issued by the Ministry of Corporate Affairs on
29.12.2011 by way of capitalization to the respective fixed assets.

20. In the opinion of the management, no impairment loss is required to be charged to Statement of Profit and Loss at the end of
the financial year.

21. Other Operational Income includes Rs, 181.37 million (Previous year Rs, 420.13 million) towards the derivative gains
realized on cancellation /rollover of forward contracts (foreign currency) relating to future export sales (firm commitment).

22. Balances of certain debtors and creditors are subject to confirmation and reconciliation. In the opinion of the management,
current assets, loan and advances will have value on realization in the ordinary course of business at least equal to the amount
at which they are stated.

23. The information regarding amounts due to creditors registered under the Micro, Small and Medium Enterprises Development Act,
2006, has been given to the extent available with the Company. The required disclosures of outstanding dues of micro, small &
medium enterprises are as under:


Defined Benefit Plan :

Post employment and other long term employee benefits in the form of gratuity and leave encashment are considered as defined
benefit obligation. The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan.
The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which
recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit
separately to build up the final obligation.

24. The disclosures required under Accounting Standard 15 "Employees Benefits" notified in the Companies (Accounting Standards)
Rules 2006, are given below:


*Net asset on account of Gratuity Fund as at the end of previous year was not recognized in the Financial Statement. Liability
for leave payable at the time of retirement has been recognized on actuarial basis. The estimates of rate of escalation in
salary considered in actuarial valuation, take into account Inflation, seniority, promotion and other relevant factors including
supply and demand in the employment market. The above information is as given by the Life Insurance Corporation of India (LIC)
and as per certain estimates made by the management, which had been accepted by the auditor.

25. OPERATING LEASE

The Company has taken various residential/commercial premises under cancelable operating leases except for land taken on lease
for units located at Guwahati & Ahmedabad with a lock-in-period of 36 months from start of lease period. There is no escalation
clause in the lease agreement except in case of land taken on lease for units located in Ahmedabad, Guwahati, Hyderabad &
Sikandrabad. There are no restrictions imposed by lease agreements. These lease agreements are normally renewed on expiry.


26. EMPLOYEE SHARE-BASED PAYMENT:

Employee Stock Options Plan 2015 ("ESOP 2015")

On 7th January, 2016, the Shareholders of the Company approved the Employee Stock Options Plan 2015 ("ESOP 2015") for issue of
Option not exceeding 20,00,000 (Twenty Lakh) options to its permanent employees (including a Director, whether whole time or not
but excluding independent directors) of the Company, working in India or outside India. Each option when exercised would be
converted into one Equity Share of Rs, 1/- (Rs, One) each fully paid-up. Pursuant to ESOP 2015, Nomination & Remuneration
Committee on 9th March, 2016 has granted 410,000 options with a graded vesting schedule of 25% at the end of each year over a
period of 4 years conditional on Corporate Performance Matrix as per Plan. All the options granted on any date shall vest not
later than a maximum of 6 (six) years from the date of grant of options. The Exercise period would commence from the date of
vesting and will expire on completion 5 (five) years from the date of respective vesting and these options do not carry rights to
dividends or voting rights till the date of exercise. The Shares issued upon exercise of Options shall be freely transferable and
shall not be subject to any lock-in period restriction after such exercise.


Fair Valuation:

During the year ended 31st March, 2016, the Company has granted 410,000 options under ESOP 2015. At grant date, the weighted
average fair value of stock options granted under ESOP 2015 was Rs, 85.65 for each option. The said fair valuation have been
done by an independent valuer using Black and Scholes Model. The details of stock options granted during the year ended 31st
March, 2016, and the key assumptions taken into account for fair valuation are as under:

The expected volatility was determined based on the historical share price volatility over the past period depending on life of
the options granted.

For the year ended 31st March, 2016, the Company determined Rs, 0.46 million (Previous year Rs, Nil ) as amortized compensation
cost for stock options granted. The Company measures compensation cost for the stock options granted using intrinsic value
method. Had the compensation cost been determined in a manner consistent with fair value approach, the Company''s net Profit and
earnings per share as reported would have been as under:


(C) Other disclosures

There are no inter-segment revenues.

The Engineering Products segment includes Towers, Angles, Highmast Poles, Swaged Poles, scaffoldings etc.

The Infrastructure Projects segment includes Horizontal Direct Drilling services and Engineering, Procurement & Construction
services.

The Polymer Product segment includes PVC, CPVC, UPVC, SWR pipes & fittings and other related products.

27. RELATED PARTY DISCLOSURES

A. Names of the related parties and nature of relationship

(1) Key Management Personnels and their relatives.

(i) Mr. Sajan Kumar Bansal Managing Director

(ii) Mr. Sharan Bansal Whole Time Director

(iii) Mr. Devesh Bansal Whole Time Director

(iv) Mr. Siddharth Bansal Whole Time Director

(2) Parties where key managerial personnel along with their relatives have significant infuence. Skipper Realties Limited (
Formerly Bansal TMT Steels Limited)

Skipper Telelink Limited

Ventex Trade Private Limited

Skipper Plastics Limited ( Formerly Rama Consultancy Company (1993) Limited)

Suviksit Investments Limited

Skipper Polypipes Private Limited (Formerly Prakriti Steels Private Limited)

Skipper Foundation

Sadhuram Bansal Foundation

Sheo Bai Bansal Charitable Trust

(3) Relatives of key managerial personnel

(i) Mr. Sadhu Ram Bansal Father of Mr. Sajan Kumar Bansal (Expired on 27.09.2014)

(ii) Mrs. Sumedha Bansal Wife of Mr. Sharan Bansal

(iii) Mrs. Rashmi Bansal Wife of Mr. Devesh Bansal

(iv) Mrs. Shruti M Bansal Wife of Mr. Siddharth Bansal


28. FIGURES RELATING TO THE PREVIOUS YEAR HAVE BEEN REGROUPED AND REARRANGED WHEREVER NECESSARY.

Significant Accounting Policies 1

The accompanying notes are an integral part of the financial statements


Mar 31, 2015

1 CONTINGENT LIABILITIES NOT PROVIDED IN RESPECT OF:

Rs. in million

31-03-2015 31-03-2014

Particulars

a) Claims against the Company not acknowledged as debt Disputed tax/duties 201.52 170.42

b) Bank Guarantee issued by Banks 3007.18 2182.53

Less: Margin money pledged against Bank Guarantee 87.93 62.25

Bank Guarantee net of Margin Money 2,919.25 2,120.28

Notes:

(i) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(ii) It is not practicable to estimate the timing of cash outflows, if any in respect of matters at (a) pending resolution of the appellate proceedings.

(iii) In respect of matters at (b) the cash outflows, if any, could generally occur at any time during the subsistence of the liability to which the guarantees relate.

2. Estimated amount of contracts pending execution on capital account (net of advances of Rs. 30.60 million (previous year Rs. 21.11 million) and not provided for isRs. 67.19 million (Previousyear Rs. 38.18 million).

3. The Gross Block of Fixed Assets includes Rs. 43.52 million (Previous year Rs. 43.52 million) on account of revaluation of Fixed Assets carried out in the past. Pursuant to Companies Act 2013 the company has revised depreciation rates on fixed assets w.e.f 1st April, 2014 as per the useful life specified in Schedule II of the Companies Act, 2013 and also depreciation on revalued amount of certain assets have been charged to statement of profit & loss. Pending clarification, depreciation on revalued amount for year ended 31st March, 2015 for Rs. 0.36 million has not been adjusted with Revaluation Reserve.

4. As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the company. The disclosure in respect of CSR Expenditure during the year as aligned with the CSR Policy of the Company which is in line with the activities specified in Schedule VII of the Companies Act, 2013 is as under:

5. The Company is accounting for transactions in foreign currency as per Clause 46A of Accounting Standard-11- Effects of changes in foreign exchange rates and has exercised the option of deferment of exchange fluctuation on long term liabili- ties granted by Companies (Accounting Standards) (Second Amendment) Rules, 2011 issued by the Ministry of Corporate Affairs on 29.12.2011 by way of capitalization to the respective fixed assets.

6. In the opinion of the management, no impairment loss is required to be charged to Statement of Profit and Loss at the end of the financial year.

7. Other Operational Income includes Rs. 420.13 million (Previous year Rs. Nil) towards the derivative gains realized on cancellation /roll over of forward contracts (foreign currency) relating to future export sales (firm commitment).

6. Balances of certain debtors and creditors are subject to confirmation and reconciliation. In the opinion of the management, current assets, loan and advances will have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

7. The disclosures required under Accounting Standard 15 "Employees Benefits" notified in the Companies (Accounting Standards) Rules 2006, are given below:

2) Parties where key managerial personnel along with their relatives have significant influence

Skipper Realties Limited (Formerly Bansal TMT Steels Limited)

Skipper Telelink Limited

Ventex Trade Private Limited

Skipper Plastics Limited (Formerly Rama Consultancy Company (1993) Limited)

Suviksit Investments Limited

Prakriti Steels Private Limited

Skipper Foundation

Sadhuram Bansal Foundation

Sheo Bai Bansal Charitable Trust

3) Relatives of key managerial personnel

Mr. Sadhu Ram Bansal (father of Mr. Sajan Kumar Bansal) (Expired on 27.09.2014) Mrs.Sumedha Bansal (wife of Mr. Sharan Bansal) Mrs.Rashmi Bansal (wife of Mr. Devesh Bansal) Mrs.Shruti M Bansal (wife of Mr. Siddharth Bansal)

B Secondary Segment (Geographical Segment)

There are no items to be reported under geographical segments, considered as secondary segment, as overseas customers do not costitute a reportable segment as per Accounting Standard (AS) 17 "Segment Reporting".

C Other disclosures

There are no inter-segment revenues.

The Engineering Products segment includes Towers, Angles, Highmast Poles, Swaged Poles, scaffoldings etc.

The Infrastructure Projects segment includes Horizontal Direct Drilling services and Erection, painting and commissioning services.

The PVC Products segment includes PVC pipes and other related products.

8. For the year ended 31st March, 2015, the Board of Directors of the Company has recommended dividend of Rs. 1.30 per share (Previous year Rs. 0.15 per share) to equity shareholders aggregating to Rs. 160.09 million (Previous year Rs. 18.03 million) including Dividend Distribution Tax.

9. THERE IS NO UNHEDGED FOREIGN CURRENCY EXPOSURE.

10. FIGURES RELATING TO THE PREVIOUS YEAR HAVE BEEN REGROUPED AND REARRANGED WHEREVER NECESSARY.


Mar 31, 2013

1. Cash and Cash Equivalents represent cash and bank balances as indicated in Note 15 to the Annual Accounts and include fixed deposit pledged as margin money.

2. The above Cash Flow Statement has been prepared under the Indirect method as set out in Accounting Standard-3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

In terms of our report of even date

3. Contingent liabilities not provided in respect of:

Amounting

Particulars 31.03.2013 31.03.2012

a) Claims against the Company not acknowledged as debt 49,918,200 48,114,117 Disputed tax/duties

b) Bank Guarantee issued by Banks (net of margin money) 1,207,543,322 1,215,255,508

Notes:

(i) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (a) pending resolution of the appellate proceedings.

(iii) In respect of matters at (b) the cash outflows, if any, could generally occur at any time during the subsistence of the liability to which the guarantees relate.

4. Estimated amount of contracts pending execution on capital account (net of advances) and not provided for is Rs. 7,539,699 (Previous yearRs. 23,317,766).

5. The Gross Block of Fixed Assets includes Rs. 43,520,129 (Previous year Rs. 43,520,129) on account of revaluation of Fixed Assets carried out in the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs. 241,237 (Previous Year Rs. 241,237) and an equivalent amount, has been withdrawn from Revaluation Reserve and credited to the Profit and Loss Account.

6. Expenditure on account of premium on forward exchange contracts to be recognized in the profit and loss account of subsequent accounting period aggregates to Rs. 2,857,807 (Previous year Rs. 6,396,114).

7. The Company is accounting for transactions in foreign currency as per Accounting Standard-11- Effects of changes in foreign exchange rates and shall not exercise the option of deferment of exchange fluctuation on long term liabilities granted by Companies (Accounting Standard) Amendment Rules, 2009 issued by the Ministry of Corporate Affairs on 31st March, 2009.

8. In the opinion of the management, no impairment loss is required to be charged to Statement of Profit and Loss at the end of the financial year.

9. Balances of certain debtors and creditors are subject to confirmation and reconciliation. In the opinion of the management, current assets, loan and advances will have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

10. The Company had issued 2,900,000 (Twenty Nine Lacs), 8% Redeemable Non Cumulative Preference shares of Rs. 100 each on 31st March, 2011, out of which 2,500,000 shares were redeemable after twelve years from the date of allotment and balance 400,000 shares were redeemable after thirteen years from the date of allotment. During the year the Company has redeemed all these shares before the due date of redemption.

11. The information regarding amounts due to creditors registered under the Micro, Small and Medium Enterprises Development Act, 2006, has been given to the extent available with the Company. The required disclosures of outstanding dues of micro, small & medium enterprises are as under:

Defined Benefit Plan

The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as given by the Life Insurance Corporation of India (LIC) and as per certain estimates made by the management, which had been accepted by the auditor.

12. The Company has recognized Deferred Tax Liability as per Accounting Standard-22 regarding ''Accounting for Taxes on Income''. The movement of major components of deferred tax provision/adjustment is:

13. Leases

(a) Operating Lease

The Company has taken various residential/commercial premises under cancelable operating leases. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease agreements. These lease agreements are normally renewed on expiry.

(b) Finance Leases:

(i) Assets acquired on finance lease mainly comprise vehicles. The leases have a primary period, which is fixed and non-cancelable. There are no exceptional/restrictive covenants in the lease agreement:

(ii) The minimum lease rentals as at 31st March, 2013 of minimum lease payments in respect of assets acquired under finance lease are as follows:

14 List of related parties with whom the Company has entered into transactions during the year in the ordinary course of business

A Relationship

1) Key Managerial Personnel

Mr. Sajan Kumar Bansal Mr.SharanBansal Mr. Devesh Bansal Mr. Siddharth Bansal

2) Parties where key managerial personnel along with their relatives have significant influence

Bansal TMT Steels Limited

Skipper Telelink Limited

VentexTrade Private Limited

Rama Consultancy Company (1993) Limited

Skipper Foundation

Sadhuram Bansal Foundation

SheoBai Bansal Charitable Trust

3) Relatives of key managerial personnel

Mr.Sadhu Ram Bansal (father of Mr. Sajan Kumar Bansal) Mrs.Sumedha Bansal (wife of Mr. Sharan Bansal) Mrs.Rashmi Bansal (wife of Mr. Devesh Bansal)

The business segment has been considered as primary segment.

The Company has identified the following business segments taking into account products or group of related products that is subject to risks and returns that are different from those of other business segments, the organisation structure and the financial reporting system.

Iron & Steel Products

Infrastructure Projects

PVC Products

There are no items to be reported under geographical segments, considered as secondary segment, as overseas customers do not costitute a Reportable Segment as per Accounting Standard (AS) 17 "Segment Reporting".

There are no inter-segment revenues.

15. Figures relating to the previous year have been regrouped and rearranged wherever necessary.


Mar 31, 2012

1. The name of the Company has been changed from Skipper Steels Limited to Skipper Limited with effect from 07th September, 2009.

2. The Company has changed the method of valuation of Raw Materials from First in First out to Moving Average method during the financial year ended 31st March, 2012, which has the increasing effect on the net profit of the Company for the year to the extent of Rs. 70,92,886/-.

3. Contingent liabilities not provided in respect of:

Paticular 31.03.2012 31.03.2011 a) Claims against the Company not acknowledged as debt Disputedtax/duties 4,81,14,117 4,51,15,597

b) Bills Discounted 15,21,48,293 31,67,88,201

c) Bank Guarantee issued by Banks 1,24,53,29,969 131,75,23,098

Notes:

(i) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (a) pending resolution ofthe appellate proceedings.

(iii) In respect of matters at (b), the cash outfows if any, could occur or defoult by the parties whose bills have been discounted bythe banks.

(iii) In respect of matters at (c) the cash outflows, if any, could generally occur at any time during the subsistence of the liability to which the guarantees or letters of credit relate.

4. Estimated amount of contracts pending execution on capital account (net of advances) and not provided for is Rs. 1,63,56,384 (Previous year Rs. 2,33,17,766).

5. The Gross Block of Fixed Assets includes Rs. 4,35,20,129 (Previous year Rs. 4,35,20,129) on account of revaluation of Fixed Assets carried out in the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs. 2,41,237 (Previous Year Rs. 2,41,237) and an equivalent amount has been withdrawn from Revaluation Reserve and credited to the Profit and Loss Account.

6. Expenditure on account of premium on forward exchange contracts to be recognized in the profit and loss account of subsequent accounting period aggregates to Rs. 63,96,114(Previous year Rs. 25,36,478).

7. The Company is accounting for transactions in foreign currency as per Accounting Standard-11- Effects of changes in foreign exchange rates and shall not exercise the option of deferment of exchange fluctuation on long term liabilities granted by Companies (Accounting Standard) Amendment Rules, 2009 issued by the Ministry of Corporate Affairs on 31st March, 2009.

8. In the opinion of the management, no impairment loss is required to be charged to Profit and Loss Account at the end of the financial year.

9. Balances of certain debtors and creditors are subject to confirmation and reconciliation. In the opinion of the management, current assets, loan and advances will have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

10. The Company had issued Nil ( Previous year Rs. 25,00,000) Redeemable Non-cumulative Preference Shares of Rs. 100 each aggregating to Rs. Nil (Previous Year Rs. 25,00,00,000) during the year, which are redeemable after twelve years from the date of allotment and Nil (Previous year 4,00,000 ) Redeemable Non-cumulative Preference Shares of Rs. 100 each aggregating to Rs. Nil (Previous year Rs. 4,00,00,000) redeemable after thirteen years from the date of allotment. 8% dividend will be paid to all the Preference shareholders subject to availability of distributable profits.

11. The information regarding amounts due to creditors registered under the Micro, Small and Medium Enterprises Development Act, 2006, has been given to the extent available with the Company. The required disclosures of outstanding dues of micro enterprises and small enterprises are as under:

12. The disclosures required under Accounting Standard 15 "Employees Benefits" notified in the Companies (Accounting Standards) Rules 2006, are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognised are charged off for the year are as under:

Defined Benefit Plan

The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as given by the Life Insurance Corporation of India (LIC) and as per certain estimates made by the management, which has been accepted by the auditors.

13. The Company has set up a PVC Pipe (Expansion), Producer Gas Plant (Coal Gasifier) and other Expansion Projects at Uluberia, West Bengal during the year. The expenditure incurred during the construction period were debited to Capital Work-In-Progress and have been apportioned to the fixed assets on the completion of the project. The necessary details of such expenditure has been disclosed below:

14. The Company has recognized Deferred Tax Liability as per Accounting Standard-22 regarding ''Accounting for Taxes on Income''. The movement of major components of deferred tax provision/adjustment is:

15. Leases

(a) Operating Lease

The Company has taken various residential/commercial premises under cancelable operating leases. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease agreements. These lease agreements are normally renewed on expiry.

(b) Finance Leases:

(i) Assets acquired on finance lease mainly comprise vehicles. The leases have a primary period, which is fixed and non- cancelable. There are no exceptional/restrictive covenants in the lease agreement:

(ii) The minimum lease rentals as at 31st March, 2012 of minimum lease payments in respect of assets acquired under finance lease are as follows:

16. List of related parties with whom the Company has entered into transactions during the year in the ordinary course of business

A. Relationship

1) Key Management Personnel

Mr. Sajan Kumar Bansal

Mr. Sharan Bansal

Mr. Devesh Bansal

Mr.Siddharth Bansal

2) Parties where key management personnel along with their relatives have significant influence

Bansal TMT Steels Limited SkipperTelelink Limited VentexTrade Private Limited Rama Consultancy Company (1993) Limited

3) Relatives of key management personnel

Sadhu Ram Bansal (father of Mr. Sajan Kumar Bansal)

Sumedha Bansal (wife of Mr. Sharan Bansal)

Rashmi Bansal (wife of Mr. Devesh Bansal)

The business segment has been considered as primary segment.

1) The Company has identified the following business segments taking into account products or group of related products that is subject to risks and returns that are different from those of other business segments, the organisation structure and the financial reporting system

I) Iron & Steel products II) Infrastructure Projects III) PVC Products

2) There are no items to be reported under geographical segments, considered as secondary segment, as overseas customers do not costitute a Reportable Segment as per Accounting Standard (AS) 17 "Segment Reporting".

3) There are no inter-segment revenues.


Mar 31, 2011

1. The name of the Company has been changed from Skipper Steels Limited to Skipper Limited with effect from 7th September, 2009.

2. Contingent liabilities not provided in respect of:

Amount in Rs Paticular 31.03.2011 31.03.2010 a) ClaimsagainsttheCompanynotacknow ledgedasdebtDisputedtax/duties 4,51,15,597 5,73,25,830

b) Bills Discounted 31,67,88,201 13,16,54,634

c) BankGuaranteeissuedbyBanks 1,31,75,23,098 1,08,08,47,568

d) UnexpiredLettersofCredit 77,52,36,044 5,17,727

Note :

(i) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (a) pending resolution of the appellate proceedings.

(iii) In respect of matters at (b), the cash outflows, if any, could occur on default by the parties whose bills have been discounted by the bank.

(iv) In respect of matters at (c) and (d), the cash outflows, if any, could generally occur at any time during the subsistence of the liability to which the guarantees or letters of credit relate.

3. Estimated amount of contracts pending execution on capital account (net of advances) and not provided for is Rs.2,33,17,766 (Previousyear Rs. 1,78,99,852).

4. The Gross Block of Fixed Assets includes Rs.4,35,20,129 (Previous year Rs.4,35,20,129) on account of revaluation of Fixed Assets carried out in the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs.2,41,237 (Previous Year Rs. 2,41,237) and an equivalent amount, has been withdrawn from Revaluation Reserve and credited to the Profit and Loss Account.

5. Expenditure on account of premium on forward exchange contracts to be recognized in the profit and loss account of subsequent accounting period aggregates to Rs.25,36,478 (Previous Year Rs.66,99,598).

6. The Company is accounting for transactions in foreign currency as per Accounting Standard-11- Effects of changes in foreign exchange rates and shall not exercise the option of deferment of exchange fluctuation on long term liabilities granted by Companies (Accounting Standard) Amendment Rules, 2009 issued by the Ministry of Corporate Affairs on 31st March, 2009.

7. In the opinion of the management, no impairment loss is required to be charged to Profit and Loss Account at the end of the financial year.

8. Balances of certain debtors and creditors are subject to confirmation and reconciliation. In the opinion of the management, current assets, loan and advances will have value on realization in the ordinary course of business at least equal to the amount at which they are stated.

9. The Company had issued 25,00,000 ( Previous year Nil) Redeemable Non-cumulative Preference Shares of Rs.100 each aggregating to Rs. 25,00,00,000 (Previous Year Rs.Nil) during the year, which are redeemable after twelve years from the date of allotment and 4,00,000(Previous year nil) Redeemable Non-cumulative Preference Shares of Rs.100 each aggregating to Rs.4,00,00,000(Previous year T Nil) redeemable after thirteen years from the date of allotment. 8% dividend will be paid to all the Preference shareholders subject to availability of distributable profits. The proceeds from the issue had been utilized towards acquisition of capital assets for the new projects and towards repayment of liabilities incurred for the said projects.

10. The information regarding amounts due to creditors registered under the Micro, Small and Medium Enterprises Development Act, 2006, has been given to the extent available with the Company. The required disclosures of outstanding dues of micro enterprises and small enterprises are as under:

11. Fixed monthly remuneration has been paid to directors in terms of provisions under Schedule XIII ofthe Companies Act, 1956. Fixed monthly remuneration has also been paid to Non-Executive Chairman of the Company under section 309(4) of the Companies Act, 1956. Computation of net profits in accordance with Section 198 read with Section 309(5) ofthe Companies Act, 1956:

12. Disclosures pursuant to Accounting Standard-7 "Construction Contracts" notified in the Companies (Accounting Standards) Rules 2006, are given below:

13. The disclosures required under Accounting Standard 15 "Employees Benefits" notified in the Companies (Accounting Standards Rules 2006, are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognised are charged off for the year are as under:

Defined Benefit Plan

The employees'' gratuity fund scheme managed by Life Insurance Corporation of India is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as given by the Life Insurance Corporation of India (LIC) and as per certain estimates made by the management, which has been accepted by the auditors.

14. The Company is setting up a PVC Pipe (Expansion), Producer Gas Plant (Coal Gasifire) and other Expansion Projects at Uluberia, West Bengal during the year. The expenditure incurred during the construction period has been debited to Capital Work-In- Progress and are being apportioned to the assets on the completion of the project. The necessary details such expenditure has been disclosed below:

15. Leases

(a) Operating Lease

The Company has taken various residential/commercial premises under cancelable operating leases. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease agreements. These lease agreements are normally renewed on expiry.

(b) Finance Leases:

(i) Assets acquired on finance lease mainly comprise vehicles. The leases have a primary period, which is fixed and non cancelable. There are no exceptional/restrictive covenants in the lease agreement:

(ii) The minimum lease rentals as at 31st March, 2011 of minimum lease payments in respect of assets acquired under finance lease are as follows:

16. List of related parties with whom the Company has entered into transactions during the year in the ordinary course of business A Relationship

1) Key Management Personnel

Mr. Sajan Kumar Bansal Mr. Sharan Bansal Mr. Devesh Bansal Mr. Siddharth Bansal

2) Parties where key management personnel along with their relatives have significant influence

Cement Manufacturing Company Limited Megha Technical Engineers (P) Limited Bansal TMT Steels Limited SkipperTelelink Limited Star Cement Meghalaya Limited VentexTrade Private Limited

3) Relatives of key management personnel

Sadhu Ram Bansal (father of Mr. Sajan Kumar Bansal)

Sumedha Bansal (wife of Mr. Sharan Bansal)

Rashmi Bansal (wife of Mr. Devesh Bansal)

The business segment has been considered as primary segment.

1 The Company has identified the following business segments taking into account products or group of related products that is subject to risks and returns that are different from those of other business segments, the organisation structure and the financial reporting system

I) Iron & Steel products

II) Infrastructure Projects

III) PVC Products

2 There are no items to be reported under geographical segments, considered as secondary segment, as overseas customers do not costitute a Reportable Segment as per Accounting Standard (AS) 17 "Segment Reporting".

3 There are no inter-segment revenues.

includes 348.940 M.T. (Previous year 3192.320 M.T.) inter unit transfer of semi-finished fabrication items and 6344.430 M.T. (Previous year Nil) Fabricated M S Angle

Notes:

1. Licensed Capacity is not applicable in view of the Company''s products having been delicenced as per licensing policy of Government of India.

2. Installed capacity is as certified by the management and accepted by auditors, being a technical matter.

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