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Directors Report of Skipper Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 37th Annual Report of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL SUMMARY

The Company''s performance during the financial year ended 31st March, 2018 as compared to the previous financial year is summarized below:

(Rs, in million)

PARTICULARS

Financial Year 2017-18

2016-17

Total Revenue

21076.18

17971.69

Other Income

21.93

31.59

Total Income

21098.11

18003.28

Profit before Interest, Depreciation, and Taxation

3047.40

2753.63

Interest & Finance Cost

784.45

670.78

Depreciation

459.06

315.65

Profit Before Taxation

1803.89

1767.20

Tax Expenses

626.27

525.05

Profit After Taxation

1177.62

1242.15

Other Comprehensive Income

(3.01)

(0.67)

Total Comprehensive Income

1174.61

1241.48

FINANCIAL PERFORMANCE HIGHLIGHTS

The Company continues to be on the growth track and for the first time the total revenue of the Company has crossed Rs, 20,000 million mark. The total revenue increased to Rs, 21,076.18 million from Rs, 17,971.69 million during the year registering a growth of 17.27%. Profit Before Tax stood at Rs, 1803.89 million as against Rs, 1767.20 million in the previous year and Profit After Tax stood at Rs, 1177.62 million as against Rs, 1242.15 million in the previous year.

The financial results are elaborated and explained with the help of various ratios in the front end of the Annual Report.

STATE OF COMPANY''S AFFAIR AND CURRENT YEAR''S OUTLOOK

The state of Company''s affair and future outlook is discussed in the Management Discussion & Analysis Report which forms part of this Annual Report.

DIVIDEND & RESERVES

Your Company has adopted a Dividend Distribution Policy, which intends to ensure that a concise decision is taken with regard to the amount to be distributed to the shareholders as dividend. The policy lays down various parameters to be considered by the Board before declaration/ recommendation of dividend to the members of the Company. The Dividend Distribution Policy is available on the website of the Company at http://repository. skipperlimited.com/investor-relations/pdf/dividend.pdf and forms part of this Board''s report as "Annexure - A".

In accordance with Dividend Distribution Policy, the Board of Directors has recommended dividend of 165% i.e Rs,1.65/- per equity share of face value of Re. 1 each for the financial year ended 31st March, 2018.

The dividend, subject to approval of the shareholders at the ensuing Annual General Meeting will be paid within the statutory period to the members whose name appear in the Register of Members as on the close of business hours on 2nd August, 2018.

No amount is proposed to be transferred to General Reserve.

SHARE CAPITAL

During the year under review, the Company issued and allotted 2,66,500 equity shares of Rs,1 each at a price of Rs, 100.00 per share (including premium of Rs, 99.00 per share) upon the exercise of 2,66,500 options under the Employee Stock Option Scheme of the Company. Consequently, the paid-up share capital of the Company increased to Rs, 10,25,82,962.00/- consisting of 10,25,82,962 equity shares of Re.1 each.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2017. Financial statements for the year ended and as at 31st March, 2017 have been restated to conform to Ind AS. The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in the notes to accounts.

DIRECTORS'' & KEY MANAGERIAL PERSONNEL

The Board currently consists of five Executive Directors and five Independent Directors. None of the Directors of the Company are disqualified as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Sri Yash Pall Jain (DIN: 00016663) was appointed as an Additional Director (Whole-Time) for a period of 3 (three) years and Sri Ashok Bhandari (DIN: 00012210) as an Additional Director (Independent) for a term of 5 (five) years with effect from 6th September, 2017. Both the appointments are subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Section 152(6) (c) of the Companies Act, 2013, Sri Siddharth Bansal (DIN: 02947929) retires by rotation, and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the Company.

Information regarding the directors seeking appointment/reappointment as required by Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ''Listing Regulations'') and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

On recommendation of the Independent Directors the Board at its meeting held on 17th May, 2018, appointed Sri Amit Kiran Deb as the lead Independent Director. The role of the lead Independent Director is to liase on behalf of the Independent Directors and provide leadership to them.

Sri Sanjay Kumar Agrawal and Sri Manish Agarwal continue to act as the Chief Financial Officer and Company Secretary respectively.

DECLARATION BY INDEPENDENT DIRECTORS

Sri Amit Kiran Deb (DIN: 02107792), Sri Manindra Nath Banerjee (DIN: 00312918), Sri Joginder Pal Dua (DIN: 02374358), Sri Ashok Bhandari (DIN: 00012210) and Smt Mamta Binani (DIN: 00462925) are Independent Directors on the Board of the Company.

The Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Board on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection/ appointment/remuneration of Directors, Key Managerial Personnel and Senior Management. The policy aims to attract, retain and motivate qualified people at the executive and at the board levels and lays down criteria for determining qualification, positive attributes and independence of Director. The policy ensures that the interests of Board members & senior executives are aligned with the business strategy, objectives, values and long-term interests of the Company and is consistent with the "pay-for-performance" principle. The policy contains detailed procedure for selection and appointment of the Board Members and other executive members, explains the role of Independent Directors and also lays down the compensation structure of Non-Executive Directors, Executive Directors, Key Managerial Personnel(s) and Senior Management Personnel(s) .

The Policy is available on the website of the Company at http://repository.skipperlimited.com/investor-relations/

pdf/REMUNERATION-POLICY.pdf

PERFORMANCE EVALUATION

The Board evaluation policy of the Company lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors. The Company has a two tier evaluation system wherein the Independent Directors evaluate the performance of the Executive Directors, the Chairman and the Board as a whole and thereafter the Board evaluates the performance of all the individual Directors, the Committees and the Board as a whole. The policy lays down the criteria on which the evaluation is to be done and a structured questionnaire (evaluation form) with a rating matrix forms part of the Policy. The Chairman as per the evaluation policy of the Company, after discussion, deliberation and in consultation with all the Directors (except the Director being evaluated) fills up the evaluation form for the individual Directors, the Committees and the Board as a whole.

During the year under review, the Board carried out annual evaluation in accordance with the above said policy and expressed satisfaction on the evaluation process and the performance of all the Directors, the Committees and the Board as a whole.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on that day;

(iii) they 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, 2018 have been prepared on a "going concern" basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) they 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

The Board meets at least once in every quarter to review the Company''s operations and financials and the maximum time gap between any two meetings is not more than 120 days. The Board met four times during the financial year ended 31st March, 2018, details of which are given in the corporate governance report forming part of the Annual Report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Finance Committee and Business Coordination Committee (earlier known as Executive Committee) to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging of its responsibilities.

The details of all the above committees along with composition, terms of reference, attendance at meetings are provided in the report on corporate governance forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company''s conscious endeavor is to serve the socio- economically backward, the under- privileged and the marginalized communities. The Company proactively engages with relevant stakeholders; understand their concerns and respond to their needs.

The Company has constituted a Corporate Social Responsibility (CSR) Committee, in terms of provisions of Section 135 of the Companies, Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 inter alia to give directions to the CSR initiatives of the Company, formulate and review annual CSR plans, formulate CSR budgets and monitor the progress of the CSR activities. The details of the committee have been disclosed in the corporate governance report.

The Company has further adopted a Corporate Social Responsibility Policy in accordance with the provisions of the Companies Act, 2013 which may be accessed at http://repository.skipperlimited.com/investor-relations/pdf/ CSR-Policy.pdf. The policy indicates the CSR activities to be undertaken by the Company to achieve its social commitments.

During the year, the Company was required to spend two percent of the average net profits for the preceding three financial years calculated in accordance with provision of Section 198 of the Companies Act, 2013. The Company has duly spent the said amount, the details of which are provided in Annual Report on CSR activities attached as "Annexure - B" to this report.

RISK MANAGEMENT

The Company has a defined risk management framework to identify, assess, monitor and mitigate risks involved in its business. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business.

The Company has formulated and implemented a risk management policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks.

In accordance with the policy, the risk associated with the Company''s business is always reviewed by the management team and placed before the Audit Committee. The Audit Committee reviews these risks on periodical basis and ensures that mitigation plans are in place. The Board is briefed about the identified risks and mitigation plans undertaken.

The risks faced by the Company are detailed in Management Discussion and Analysis Report forming part of this Annual Report.

In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company''s resources, accuracy in financial reporting and due compliance of statutes and corporate policies and procedures.

The Internal Financial Control (IFC) system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee for their inputs and suggestions. The Audit Committee regularly reviews the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/ Whistle Blower Policy to deal with unethical behavior and to provide a framework to promote responsible and secured reporting of undesired activities. The Vigil Mechanism/ Whistle

Blower Policy is available on the website of the Company at http://repository.skipperlimited.com/investor-relations/

pdf/Whistle-Blower-Policy.pdf.

The employees are free to report unethical behaviour, actual or suspected fraud, violation of applicable laws and regulations, violation of code of conduct etc. The Audit Committee oversees the genuine concerns reported under this policy. The Company has also made provisions for adequate safeguard against victimization of employees who express their concerns. The mechanism also provides direct access to the Chairman of the Audit Committee.

During the year, no case was reported under this policy and no personnel has been denied access to the Audit Committee.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions which is available on the website of the Company at http://repository. skipperlimited.com/investor-relations/pdf/RELATED-PARTY-TRANSACTIONS-POLICY.pdf.

All related party transactions are placed before the Audit Committee for prior approval and omnibus approvals are obtained for transactions which are repetitive in nature. A statement of all related party transactions is placed before the Audit Committee and Board of Directors for its review on a quarterly basis, specifying the nature, value and terms of the transaction.

All transactions entered into with related parties during the year were on arm''s length basis and in the ordinary course of business and there were no materially significant related party transactions that may have conflict with the interest of the Company nor there were any transactions which would require to be reported in Form AOC-2.

The details of all the related party transactions are provided in the Notes of the financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments as prescribed in Section 186 of the Companies Act, 2013. The Company has formed a Limited Liability Partnership in 2017-18, Capital Contribution in which has not been made till 31st March, 2018.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is attached as "Annexure- C" to this report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time forms part of this Board Report. However, in terms of Section 136 of the Companies Act, 2013, the annual report is being sent to the members excluding the said statement. The said information is readily available for inspection by the members at the Company''s registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any member of the Company, who sends a written request to the Company Secretary.

EMPLOYEE STOCK OPTION PLAN

The Company had formulated ''Skipper Employee Stock Option Plan 2015'' in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 to encourage and reward the performing employees of the Company. The Scheme is monitored by the Nomination and Remuneration Committee (also functioning as Compensation Committee) of the Board.

During the year, there has been no change in the ''Skipper Employee Stock Option Plan 2015'' (scheme) and the same is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

During the financial year, the Company has allotted 2,66,500 equity shares of Re. 1/- each at a premium of '' 99/each upon exercise of shares under the scheme and has granted 4,85,000 fresh options to the eligible employees under the scheme. All the necessary compliances in relation to allotment and listing of shares on stock exchanges were duly complied.

The applicable disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company i.e http://repository.skipperlimited.com/investor-relations/pdf/sebi-disclosure-2014.pdf

The Company has received a certificate from M/s Singhi & Co., Statutory Auditors confirming that ''Skipper Employee Stock Option Plan 2015'' have been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014. The said certificate is available for inspection by the members at the Company''s registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and would also be placed at the ensuing Annual General Meeting for inspection by the members.

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

The particulars as prescribed under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are attached as "Annexure - D" to this report.

AUDITORS Statutory Auditors

In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rule, 2014, M/s. Singhi & Co., Chartered Accountants (Firm Registration No.: 302049E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on 23rd September, 2014 for a term of five consecutive years.

In accordance with the provisions of Companies Amendment Act, 2017 enforced on 7th May, 2018, the concept of ratification of appointment of auditor at each Annual General Meeting has been done away with.

The report given by the auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remark made by the statutory auditors in their report nor they have reported any instances of fraud under Section 143(12) of the Companies, Act, 2013.

Cost Auditors

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors has appointed M/s. AB & Co., Cost Accountants as the Cost Auditors of the Company for the FY 2018-19 at a remuneration of '' 70,000/- plus reimbursement of out of pocket expenses at actuals and applicable taxes. The remuneration needs to be approved by the shareholders at the forthcoming Annual General Meeting and a resolution regarding approval of remuneration payable to the cost auditor forms part of the notice convening the Annual General Meeting of the Company.

As a matter of record, relevant cost audit report for the year 2016-17 was free from any qualification and was submitted to the Central Government within stipulated time.

Secretarial Auditors

In accordance with Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. MKB & Associates, Company Secretaries (FRN No. P2010WB042700) was appointed as the secretarial auditor of the Company for the FY 2017-18. The Secretarial Audit Report in the prescribed Form MR-3 for the financial year ended 31st March, 2018 is annexed herewith as "Annexure- E". The said report does not contain any qualification, reservation or adverse remarks.

Based on the consent received and on recommendation of the Audit Committee, the Board has appointed M/s. MKB & Associates as the secretarial auditor for the FY 2018-19.

Internal Auditors

In accordance with Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s. R. Kothari & Co., Chartered Accountants as Internal Auditors of the Company for the FY 2018-19.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return as on 31st March, 2018 in the prescribed form MGT-9 is attached as "Annexure F".

DEPOSITS

The Company has not accepted any deposits from public under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2017-18. As such, there is no outstanding unclaimed deposit as on 31st March, 2018. Few Directors have advanced loan to the Company during the year, details of which are available in notes to the financial statements.

CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule V of Listing Regulations, a separate section on Corporate Governance and a certificate from the Statutory Auditors confirming compliance with the requirements of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with Regulation 34(2) (e) read with Schedule V of the Listing Regulations, a separate section titled Management Discussion and Analysis forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

In accordance with Regulation 34(2) of Listing Regulations, the Company has voluntarily adopted business responsibility practices and a Business Responsibility Report (BRR) for the year 2017-18 is attached as "Annexure- G" to this report and is also available on the website of the Company at http://repository.skipperlimited.com/investor-relations/pdf/brr.pdf

The Report describes the initiatives taken by the Company from an environmental, social and governance perspective.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company understands that employees are vital and valuable assets. The Company is proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. The core focus of the Company has been on improvement of employees through training & development and also to identify out performers. Encouraging cordial working relation and maintaining good industrial relations have been the philosophy and endeavor of the human resource department of the Company. The Company has adopted an Employee Stock Option Plan to attract and retain key talents working with the Company.

The employee relations remained cordial throughout the year. The Company had 2416 permanent employees on its rolls as on 31st March, 2018.

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

The Company is committed to create a safe and healthy working environment that enables the employees to work without fear of sexual harassment at workplace.

Accordingly in accordance with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has formulated and adopted a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace.

During the year under review, no complaints were received under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

Your Directors state that:

1. During the year under review, there has been no change in the nature of business of the Company.

2. No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended 31st March, 2018 till the date of this Report.

3. During the year, 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. The Company does not have any subsidiary or associate or joint venture Company during the year ended 31st March, 2018, however the Company has formed a Limited Liability Partnership with a foreign Company with fifty percent partnership interest on 9th March, 2018, Capital Contribution in which has not been made till 31st March, 2018.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Government, Banks, Financial

Institutions, Government Authorities, Customers, Suppliers, Business Associates, Stock Exchanges and Shareholders for their continued support.

Your Directors also place on record their sincere appreciation to employees at all levels for their hard work, dedication and continuous contribution to the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal

Place: Kolkata Managing Director Director

Date: 17th May, 2018 (DIN: 00063555) (DIN: 00162513)


Mar 31, 2017

DIRECTORS’ REPORT

Dear Shareholders,

The Directors have pleasure in presenting the 36th Annual Report together with the Annual Financial Statements for the financial year ended 31st March, 2017.

FINANCIAL SUMMARY

(Rs, in million)

PARTICULARS

Financial Year 2016-17

2015-16

Net Income

17060.89

15113.89

Profit before Finance Cost, Depreciation, and Taxation

2491.64

2244.15

Less: Finance Cost

610.98

570.04

Less: Depreciation

315.47

241.15

Profit Before Taxation

1565.19

1432.96

Less: Tax Expenses

450.22

481.66

Profit After Taxation

1114.97

951.30

FINANCIAL PERFORMANCE HIGHLIGHTS

Your Company has achieved consistent, robust and continuing growth in the areas of its business segments. The Company''s performance during the year has reached its expected goal and the Company continued to grow its market both domestic and international.

The net income of your Company increased to Rs, 17060.89 million from Rs, 15113.89 million in the previous year registering a growth of 12.88 %. At the same time Profit Before Taxation (PBT) has also increased to Rs, 1565.19 million from Rs, 1432.96 million in the previous year registering a growth of 9.23% and Profit After Taxation increased to Rs, 1114.97 millions from Rs, 951.30 million registering a growth of 17.20%.

DIVIDEND & RESERVES

The Board of Directors at its meeting held on 15th May, 2017, has recommended dividend of 155% i.e Rs, 1.55 per share on 10,23,16,462 equity shares of Rs, 1/- each fully paid up for the financial year ended 31st March, 2017, subject to approval of the shareholders at the ensuing Annual General Meeting.

No amount is proposed to be transferred to General Reserve.

STATE OF COMPANY''S AFFAIR AND CURRENT YEAR''S OUTLOOK

The performance of all verticals of the Company along with future outlook of the Company is discussed in the Management Discussion & Analysis Report which forms part of this Annual Report.

SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2017 was Rs, 102,316,462 divided into 102,316,462 equity shares of face value of Rs, 1 each. During the financial year, there has been no change in the Equity Share Capital of the Company.

During the year, the Company has granted 7,75,000 options to the eligible employees under the ''Skipper Employee Stock Option Plan 2015'' of the Company out of which 40,000 options lapsed during the year. The total number of outstanding options as on 31st March, 2017 stood at 11,45,000.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, "IND AS" becomes applicable to the Company with effect from 1st April, 2017 with comparatives for the previous year ended 31st March, 2017. In order to ensure smooth transition to IndAS your Company has established a project team and has dedicated considerable resources.

Mr. Joginder Pal Dua (DIN: 02374358) was appointed as an Additional Director (Category - Independent) of the Company with effect from 1st February, 2016 by the Board of Directors and the shareholders of the Company at the Annual General Meeting held on 8th August, 2016 approved his appointment as an Independent Director, not liable to retire by rotation, for a term of 5 (five) consecutive years with effect from the date of appointment.

The Board of Directors had re-appointed Mr. Sajan Kumar Bansal (DIN: 00063555) as the Managing Director of the Company, not liable to retire by rotation, for a period of 3 years up to 30th September, 2019 and Mr. Devesh Bansal (DIN: 00162513) and Mr. Siddharth Bansal (DIN: 02947929) were re-appointed as Whole-time Directors of the Company, liable to retire by rotation for a period of 3 (three) years up to 31st March, 2019.These appointments were further approved by the shareholder at the Annual General Meeting of the Company held on 8th August, 2016.

Mr. Sanjay Kumar Agrawal is continuing as the Chief Financial Officer of the Company. During the year under review, Mr. Arbind Kumar Jain resigned from the position of Company Secretary and Compliance Officer of the Company with effect from 29th December, 2016. Based on the recommendation of Nomination and Remuneration Committee, Mr. Manish Agarwal, a qualified Company Secretary has been appointed by the Board of Directors as the Compliance Officer of the Company w.e.f 4th January, 2017. Further w.e.f 8th February, 2017, Mr. Manish Agarwal was appointed as the Company Secretary & Compliance Officer of the Company by the Board of Directors.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In accordance with the provisions of the Companies Act, 2013, Mr. Devesh Bansal (Din: 00162513), retire from office by rotation, and being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting of the Company.

More details about the Directors of the Company are available in the Corporate Governance Report, forming part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149 OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS), REGULATIONS 2015

All Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the Regulation 25(7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company follows the process of familiarizing the Independent Directors through training programmes at regular intervals.

At the time of appointment of an Independent Director, the Company issues formal letter of appointment outlining his/her role, responsibilities, function and duties as a Director. Copies of all policies and codes are also made available for better understanding of the Company. Presentations are made to the Independent Directors giving an overview of the Company, nature of industry, business model, operations, products, manufacturing process, marketing, finance and other important areas. This enables the Directors to take an informed decision and discharge their duties and responsibilities in an efficient manner.

The details of the familiarization programmes imparted by the Company to the Independent Directors during the financial year 2016-17 are available on the website of the Company https://dkfwej267huwn.cloudfront.net/investor-relations/pdf/FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF DIRECTORS

The Company has a policy in place for selection and appointment of Directors/ Key Managerial Personnel/ Senior Managerial Personnel and for determining their remuneration. The remuneration policy of the Company forms part of this report as Annexure-A.

PERFORMANCE EVALUATION

In accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Nomination & Remuneration Committee has evaluated the performance of each individual Directors on parameters like level of engagement, contribution towards strategic planning, independence of judgment, safeguarding interest of the stakeholders along with roles and responsibilities performed by them.

The Independent Directors at their meeting held without the presence of Executive Directors have evaluated the performance of the Non Independent Directors, the Chairman of the Company and the Board as a whole.

After taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, the Board carried out an evaluation of its own performance and that of its committees and individual Directors.

The Board of Directors expressed their satisfaction on the evaluation process and the performance of all the Directors, the Committees and the Board as a whole.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2017, the applicable accounting standards read with requirements set out under Schedule III of 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 state of affairs of the Company as at 31st March, 2017 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, 2017 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 controls are adequate and were 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

During the year 4 (four) Board Meetings were held. The details of the aforesaid meetings and the number of meetings attended by each director are furnished in the Report on Corporate Governance forming part of this report.

COMMITTEES OF THE BOARD

The Board has constituted the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee (Dissolved w.e.f 8th February, 2017)

Apart from the above, the Company has two non-statutory committees namely the Finance Committee and the Executive Committee. The details of all the above Committees along with composition and details of meetings held during the year under review are provided in the Report on Corporate Governance forming part of this report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has framed and adopted a CSR Policy which is available at the following we blink https://dkfwej267huwn.cloudfront.net/investor-relations/pdf/CSR-Policy.pdf. The policy indicates the CSR activities to be undertaken by the Company to achieve its social commitments.

The Company''s conscious Endeavour is to serve the socio- economically backward, the under- privileged and the marginalized communities. The Company proactively engages with relevant stakeholders; understand their concerns and respond to their needs. We believe that growth and sustainability of the organization focuses on creating value in the long-term for the society as a whole. The CSR committee of the Company identifies the areas which needs focus during the year and recommends the same to the Board. The Board then approves a budget for the year and spends are made accordingly.

The Company has contributed its funds in activities like eradication of poverty, promotion of education, rural development projects, health and welfare projects, animal welfare, skill development etc.

The annual report on CSR pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure- B forming part of this report.

RISK MANAGEMENT

The Company has a defined Risk Management Framework to identify, assess, monitor and mitigate risks involved in its business. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and the Board is fully committed to identify and mitigate the risks in the business.

The Company has formulated and implemented a Risk Management Policy in accordance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to identify and monitor business risk of the Company and assist in measures to control and mitigate such risks.

The risk associated with the Company''s business is always reviewed by the Audit Committee along with the management team of the Company and the Board is regularly informed about the risk assessment and minimization process conducted by the Company.

The risk management issues are discussed in Management Discussion and Analysis Report forming part of this Annual Report.

In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS & INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System and Internal Financial Control System commensurate with the size, scale and complexity of its operations. It ensures proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliances.

The internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee for their inputs and suggestions.

Regular audit and review processes ensure that such systems are reinforced on an ongoing basis. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/ Whistle Blower Policy to deal with unethical behavior and to provide a framework to promote responsible and secured reporting of undesired activities.

The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at https://dkfwej267huwn. cloudfront.net/investor-relations/pdf/Whistle-Blower-Policy.pdf

The employees are free to report unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, violation of code of conduct etc. The Audit Committee oversees the genuine concerns reported under this policy. The Company has also made provisions for adequate safeguard against victimization of employees who express their concerns. The mechanism also provides direct access to the Chairman of the Audit Committee. No Personnel has been denied access to the Audit Committee.

During the year, no case was reported under this policy.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

All related party transactions are placed before the Audit Committee for prior approval. The Company had taken omnibus approval from the Audit Committee for few related party transactions which were repetitive in nature.

A statement of all related party transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transaction.

The details of the transactions with related parties are provided in the Notes of the financial statement.

The Company''s Policy on Related Party Transaction as approved by the Board is available on the website of the Company at https://dkfwej267huwn.cloudfront.net/investor-relations/pdf/RELATED-PARTY-TRANSACTIONS-POLICY.pdf.

During the year under review, there were no materially significant related party transactions made by the Company nor there were any transactions which would require to be reported in Form AOC-2.

PREVENTION OF INSIDER TRADING

Your Company has adopted ''Code of Conduct to Regulate, Monitor and Report Trading by Insiders'' as per the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to regulate trading in securities by the directors, designated persons and other connected persons of the Company.

The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to all laws and regulations.

Every director, officer, employee of the Company has a duty to safeguard the confidentiality of all such information obtained in the course of his or her work at the Company. No director, officer or employee may use his or her position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.

The Company has also adopted ''Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'' in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code aims to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price of the Company''s securities. The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments as prescribed in Section 186 of the Companies Act, 2013.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure- C to this report.

The information pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 not annexed to this report , is readily available for inspection by the members at the Company''s Registered Office between 11.00 A.M to 1.00 PM on all working days up to the date of ensuing Annual General Meeting. A member may also receive the required details by making a request to the Company Secretary through email on [email protected].

EMPLOYEE STOCK OPTION PLAN

The Company had formulated ''Skipper Employee Stock Option Plan 2015'' in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 to encourage and reward the performing employees of the Company. The Scheme is monitored by the Nomination and Remuneration Committee (also functioning as Compensation Committee) of the Board.

During the year, no changes were made in Skipper Employee Stock Option Plan 2015 and the scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

During the year, the Company has issued 7,75,000 stock options to its eligible employees out of which 40,000 options were lapsed . As on 31st March, 2017, the total outstanding options stood at 11,45,000.

The applicable disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at https://dkfwej267huwn.cloudfront.net/investor-relations/pdf/sebi-disclosure-2014.pdf

A Certificate from M/s Singhi & Co., Statutory Auditors, with respect to the implementation of the Company''s Employee Stock Option Plan, would be placed at the ensuing Annual General Meeting for inspection by the Members and a copy will also available for inspection at the Registered office of the Company.

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

Details of conservation of energy, technology absorption and foreign exchange earnings and outgo as per the requirement of Section 134(3) of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is attached with this Report as Annexure- D.

STATUTORY AUDITORS AND AUDITOR''S REPORT

In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rule, 2014, M/s. Singhi & Co., Chartered Accountants (Firm Registration No.: 302049E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on 23rd September, 2014 for a term of five consecutive years. The continuance of statutory auditors shall be subject to ratification by the shareholders at every Annual General Meeting.

M/s. Singhi & Co. has given their consent to act as Auditors and have confirmed their eligibility under Section 141 of the Companies Act, 2013. The Board of Directors recommends their continuation as auditors of the Company for the FY 2017-18.

The resolution proposing continuance of M/s. Singhi & Co. as the Statutory Auditors of the Company, forms part of the Notice convening the Annual General Meeting. Members are requested to ratify their appointment as the Statutory Auditors of the Company and authorize the Board of Directors to fix their remuneration.

The Auditor''s Report is self-explanatory and free from any qualifications or observations or adverse remarks nor have the Statutory Auditors reported any incident of fraud to the Audit Committee of the Company.

COST AUDITORS

In accordance with Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Board of Directors had appointed M/s. AB & Co., Cost Accountants as the Cost Auditors of the Company for the FY 2016-17 and the shareholders have approved their remuneration at the 35th Annual General Meeting of the Company.

The Cost audit report for the year 2016-17 was free from any qualification and was submitted to the Ministry of Corporate Affairs within stipulated time.

Your Directors on the recommendation of Audit Committee of the Board has re-appointed M/s. AB & Co., Cost Accountants for conducting the cost audit for the FY 2017-18 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting. A resolution regarding ratification of remuneration payable to cost auditors forms part of the Notice convening the Annual General Meeting of the Company and the members are requested to ratify the same.

SECRETARIAL AUDITORS

In accordance with Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s. MKB & Associates, Company Secretaries to conduct secretarial audit of the Company for the financial year 2016-17. The Secretarial Audit Report for the Financial Year ended 31st March, 2017 is annexed herewith as Annexure- E.

The Secretarial Audit Report issued by M/s. MKB & Associates does not contain any qualification, reservation or adverse remarks.

INTERNAL AUDITORS

In accordance with Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors has appointed M/s. R. Kothari & Co., Chartered Accountants as Internal Auditors of the Company.

The Internal Audit Reports are generally placed before the Audit Committee and the Board on quarterly basis and necessary actions on audit findings are taken after due discussions.

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 read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2016-17. Further there is no unclaimed deposit as on 31st March, 2017.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.The Report on Corporate Governance is attached with this Annual Report separately.

A certificate issued by M/s. Singhi & Co., Statutory Auditors confirming compliance with corporate governance requirements is also attached with this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report is annexed to and forms part of the Annual Report in compliance of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the top five hundred listed companies based on market capitalization as on 31st March of every financial year is required to formulate a dividend distribution policy of the Company.

Your Company feels immense pleasure to share with its stakeholders that the Company was amongst top five hundred listed companies based on market capitalization as on 31st March, 2016 and has accordingly formulated a Dividend Distribution Policy which is disclosed on the Company''s website https://dkfwej267huwn.cloudfront.net/ investor-relations/pdf/dividend.pdf and also forms part of this report as Annexure- G.

BUSINESS RESPONSIBILITY REPORT

In accordance with the Regulation 34(2)(f) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the top five hundred listed companies based on market capitalization as on 31st March of every financial year is required to disclose a business responsibility report describing the initiatives taken by the companies from an environmental, social and governance perspective.

Your Company feels immense pleasure to share with its stakeholders that the Company was amongst top five hundred listed companies based on market capitalization as on 31st March, 2016. The Business Responsibility Report of the Company for the financial year ended 31st March, 2017 is attached as Annexure- H and forms part of this Report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company has 2245 permanent employees as of the year end and comprises of very high quality professionals at various levels and departments from finance, engineering, technical, marketing and legal fields. The employees are provided with various training and induction programmes which leads to sustainable growth within the organization and the society at a large.

The Company has adopted an Employee Stock Option Plan and intends to use this Plan to attract and retain key talents working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth.

The Company is ISO 18001 and ISO 14001 Certified for Health and Safety Standards and Environment Management Standards. During the year the Company was awarded for Continuous HR Innovation for Business Excellence at the Global HR Excellence Awards organized by World HRD Congress.

During the year, the Company maintained cordial relation with all its employees and workers.

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

Your Company has formulated and adopted a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules made there under.

The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto. The Company has constituted an Internal Complaints Committee (ICC) in accordance with the aforesaid act.

The Company has not received any complaint of sexual harassment during the financial year 2016-17.

GENERAL

Your Directors state that:

1. During the year under review, there has been no change in the nature of business of the Company.

2. No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended 31st March, 2017 till the date of this Report.

3. During the year, 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. The Company does not have any subsidiary or associate or joint venture Company during the year ended 31st March, 2017.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation and is thankful for the assistance and co-operation received from the Financial Institution, Bank, Government Authorities, Customers, Suppliers, Business Associates, Stock Exchanges, Shareholders, all other stakeholders and the society as a whole.

Your Directors also place on record their sincere appreciation for efforts by the Company''s executives, employees, staffs and workers for continuous contribution and service to the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Sharan Bansal

Place: Kolkata Managing Director Director

Date: 15th May, 2017 DIN: 00063555 DIN: 00063481


Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 35th Annual Report of your Company together with the Audited Financial Statements
for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

(Rs, in millions)

Particulars Financial Year

2015-16 2014-15

Net Income 15113.89 13,144.53

Profit before Finance
Cost, Depreciation and
Taxation 2244.15 2,168.17

Finance Cost 570.04 582.57

Depreciation 241.15 219.92

Profit before Taxation 1432.96 1,365.68

Provision for Taxation 481.66 473.97

Profit after Taxation 951.30 891.71

Balance brought forward 1529.40 932.50

Profit available
for appropriation 2480.70 1,824.21

Appropriation:

Transfer to General
Reserve 148.43 134.72

Proposed Dividend 143.24 133.01

Corporate Tax
on Dividend 29.16 27.08

Balance Carried
Forward 2159.87 1,529.40

FINANCIAL PERFORMANCE REVIEW

The net income of your Company increased to Rs, 15113.89 million from Rs, 13144.53 million in the previous year achieving a
growth of around 15% on year to year basis.

The Company achieved EBIDTA of Rs, 2244.15 million against EBIDTA of Rs, 2168.17 in the previous year. At the same time Profit
before taxation has also increased to Rs, 1432.96 million from Rs, 1365.68 million in the previous year. Similarly, the Profit
after taxation has also increased to Rs, 951.30 million from Rs, 891.71 million in the previous year registering a growth of
6.68%.

DIVIDEND & RESERVES

Your directors are pleased to recommend a dividend of Rs, 1.40 (i.e. 140 %) per equity share (previous year Rs, 1.30 per equity
share) of Rs, 1 each to the equity shareholders of the Company, subject to your approval at the ensuing Annual General Meeting of
the Company.

Total dividend payout for the year will amount to Rs, 172.40 million (inclusive of dividend tax of Rs, 29.16 million).

The Company has transferred Rs, 148.43 million to general reserve during the year under review.

STATE OF COMPANY''S AFFAIRS/ BUSINESS OPERATIONS

With a committed vision in mind, your Company delivered yet another year of consistent, competitive and Profitable growth.
Overall income stood at Rs, 15113.89 million at the year end.

Engineering products (catering to power T & D) division continued to be the pillar of the Company and contributed almost 88% of
the net turnover of the Company. Revenue from exports continued to grew during the year under review and the Company is
continuously exploring opportunities to enter into new geographies.

The Company successfully completed engineering activities for Mantaro - Montalvo Project in Peru and is on the verge of
completing supplies. This project required designing and/ or testing of critical towers of 500 kV – a large number of them meant
to be deployed in extremely harsh mountainous conditions up to 4500 altitude. Skipper was chosen among a global pool of 20 large
manufacturers to enter into an exclusive alliance agreement by Latin America''s largest TSO for these projects.


Tubular product business of the Company engaged in production of Swaged Poles, High Mast Poles and other tubular products and the
infrastructure division continued to contribute to the revenues of the Company.

The PVC division of the Company is rapidly expanding in terms of volume and geographic availability. During the year the Company
commissioned the Ahmedabad, Guwahati and Sikandarabad (UP) plants, taking the Company''s combined installed capacity for PVC
products to 35000 MT. The 5th PVC plant of the Company near Hyderabad is under commissioning and is going to be operational in FY
2016.

Expanded capacity would give the Company access to all the critical markets on Pan India basis.

CURRENT YEAR''S OUTLOOK

The Company is part of the delivery process for the two most critical resources, Power & Water that define economic progress and
social wellbeing for India and the world. The segment of Power T&D and PVC offers exponential growth opportunities due to
government''s focus and investment push.

The country''s growing population, rapid urbanization and accelerating industrialization will drive the demand for power
consumption in the coming years. T&D investment is high on government priority and power evacuation constraints and high
transmission losses have attracted the attention of policy makers for more investments in the transmission infrastructure space
to match the investment in power generation. The government has taken strong agenda for "Power for All" and announced several
schemes to catalyze the growth like dedicated green energy transmission corridors are being developed to cater to renewable
energy projects.

Current year budgetary allocation towards schemes in the power sector are up by over 50% to INR 122bn, with almost half to
strengthen urban electrical network, smart metering and city-level GIS .With an objective to provide 24x7 power across the
country the government has announced several schemes for strengthening of transmission and distribution, separation of feeder and
metering of power to consumers.

Further, growth in the sector will be catalyzed by the government''s support to discom and decision to create 100 smart cities,
Rajiv Gandhi Grameen Vidyutikaran Yojana (RGGVY), Restructured Accelerated Power Development and Reforms Programme (R-APDRP) and
North East India transmission investment.

The Company''s Engineering Order book is strong and is almost 2X to its segment sale and provides us with a clear growth
visibility for the next 2 years. Our off take and our revenue visibility remain very much consistent over the next few years to
drive volume expansion.

Further, the company enjoys a strong presence in the overseas market and is increasingly focusing on developing new market
geographies to further expand its international presence for better business opportunities.

Owing to the huge potential of water transportation business the company has aimed for an aggressive PVC products capacity
expansion plan, and the business is expected to continue its growth momentum with a targeted capacity of 100,000 MT from the
March''16 Level of 35,000 MT by FY'' 2019 under Asset Light model to limit its Capex and enhance return.

Our key priorities for the upcoming year will be expansion of our footprint across India with a consumer centric approach to
enhance market share.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has an optimum mix of Executive, Non- Executive/ Independent and Women Directors.

Mr. Sharan Bansal (DIN: 00063481) retires by rotation at the ensuing Annual General Meeting and being eligible had offered
himself for reappointment. Brief resume of Mr. Bansal forms part of notice of Annual General Meeting.

Mr. Shyam Bahadur Singh ceased to be director of the Company w.e.f 26th March, 2016 following his demise. Mr. Singh played a
pivotal role in setting up the rolling mill at the Uluberia plant of the Company and the Board places on record its deep
appreciation for the valuable contributions made by him in the growth of the Company.

Mr. Shankar Lal Poddar resigned as an Executive Director of the Company on 6th August, 2015. However he is still serving as a
Senior Executive of the Company.

The Board of Directors has appointed Mr. Joginder Pal Dua, as an Additional Director- Independent Category on 1st February, 2016.
In his splendid career Mr. Dua has served as Chairman and Managing Director of Allahabad Bank , Chairman of Board of Industrial &
Financial Reconstruction and has also been associated with premier educational institutes. The Company has received a notice in
compliance of Section 160 of the Companies Act 2013 proposing appointment of Mr. Dua as a Director of the Company.

Mr. Sanjay Kumar Agrawal is continuing as the Chief Financial Officer of the Company and Mr. Arbind Kumar Jain continues to be
the Company Secretary of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the
Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149 OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS
& DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, 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 a regular intervals pursuant
to Regulation 25(7) of the LODR Regulations The programme aims to provide an insight into the Company. This enables the Directors
to take an informed decision and discharge their duties and responsibilities in an efficient manner and contribute significantly
towards the growth of the Company.

The familiarization programme and the details of programmes arranged by the Company are available on the website of the Company
www.skipperlimited.com

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

The Company has a policy in place 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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
the Nomination and Remuneration Committee had carried out an exercise to evaluate the performance of individual Directors, on
parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company,
attendance, preparedness for the meeting, independence of judgment etc.

The Independent Directors have evaluated the performance of the Chairman, the Non Independent Directors and the Board as a whole
at their separate meeting.

Taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and Independent
Directors at their separate meeting and the questionnaires filled by all directors, the Board carried out a formal annual
performance evaluation of all the Directors.

The Board evaluated the performance of the committees on the broad parameters like committee''s role, membership, practice &
procedure and performance and evaluated its own performance on parameters like Board''s role, membership, practice & procedure and
performance of the Company.

The Board was satisfied by the performance of all the Directors, the Committees and the Board as a whole.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134 (5) of the Companies Act, 2013, and based on the representations received from the
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, 2016, 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 31st March, 2016 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, 2016 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

Minimum four board meetings are held annually. The maximum time gap between any two meetings was less than four months as
stipulated under SEBI (LODR) Regulations, 2015. Additional board meetings are held to address the Company''s specific needs and in
case of business exigencies, resolutions are passed by circulations.

During the year five meetings of the Board of Directors were held. The details of the aforesaid meetings are furnished in Report
on Corporate Governance.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act
2013. The Board has the following committees as under:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Risk Management Committee.

Apart from the above the Company has two non statutory committees namely the Finance Committee and the Executive Committee.
Details of all the above Committees along with composition and meetings held during the year under review are provided in the
Report on Corporate Governance forming part of this report. There has been no instance where the Board has not accepted the
recommendations of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a duly approved Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company
towards achieving its social commitments. 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, skill development, promoting healthcare,
animal welfare, promoting art & culture, improvement of health and sanitation facilities, eye check up camps etc. The Annual
Report on CSR activities is annexed herewith in Annexure –B.

RISK MANAGEMENT

The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and the Board of
Directors is fully committed for identification and mitigation of risk.

The Company has voluntarily formed 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 Company has a risk management policy, duly approved by the Board to identify and mitigate the risk involved in the
functioning of the business.

In the opinion of the Board, as on date there are no material risks which may threaten the existence of the Company.


INTERNAL CONTROL & INTERNAL FINANCIAL CONTROLS

Your Company has an Internal Control System and Internal Financial Control System commensurate with the size, scale and
complexity of its operations. It ensures proper recording of financial and operational information and compliance of various
internal control and other regulatory and statutory compliances.

The internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial
controls in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal auditors, 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.

During the year, such controls were reviewed and no reportable material weakness was observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/ Whistle Blower Policy to deal with unethical behavior and to provide a framework to
promote responsible and secure reporting of undesired activities.

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. Adequate safeguards are provided against victimization to those who avail of the mechanism.

The policy on vigil mechanism may be accessed on the Company''s website www.skipperlimited.com

RELATED PARTY TRANSACTIONS

During the year the Company had purchased plant and machineries from a related party and has accordingly obtained prior approval
of the Audit Committee and the Board. Further all related party transactions that were entered into during the financial year
were on arms length basis and were in ordinary course of business.

There were no materially significant related party transactions made by the Company with promoters, key managerial personnel or
other designated persons which may have potential confect with interest of the Company at large.

The Audit Committee has provided omnibus approval for few related party transactions which are repetitive in nature. Such
omnibus approvals are valid for a period not exceeding one year and shall require fresh approval after expiry of one year.

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 details of the transaction with related parties are provided in the Notes of the financial statements.

The related party transaction policy as approved by the Board has been
uploaded on the company''s website www.skipperlimited.com.

Form AOC – 2 is attached with this Report (Annexure C) in accordance with the provisions under Rule 8 of the Companies (Accounts)
Rules, 2014.

PREVENTION OF INSIDER TRADING

The Company has adopted Code of Conduct to Regulate, Monitor and Report Trading by Insiders in accordance with the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations,2015 with a view to regulate trading in securities by the
directors, designated persons, officers and other connected persons of the Company.

The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such
information. The Company is committed to transparency and fairness in dealing with all stakeholders and in ensuring adherence to
all laws and regulations.

Every director, officer, employee of the Company has a duty to safeguard the confidentiality of all such information obtained in
the course of his or her work at the Company. No director, officer or employee may use his or her position or knowledge of the
Company to gain personal benefit or to provide benefit to any third party.

The Company has also adopted Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in
accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.


This Code aims to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price
of the Company''s securities. The Company endeavors to preserve the confidentiality of un-published price sensitive information
and to prevent misuse of such information.

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

The Company has not given any loans, guarantees or made investments 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-D.

EMPLOYEE STOCK OPTION PLAN

During the year the Company has introduced Skipper Employee Stock Option Plan 2015 to encourage and reward the performing
employees of the Company.

There have been no changes in the Skipper Employee Stock Option Plan 2015 and the scheme is in compliance with the SEBI (Share
Based Employee Benefits) Regulations, 2014.

The applicable disclosures as required under Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 are
available in Annexure E and also on www.skipperlimited.com.

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 Companies Act, 2013 and rules made there under are provided in Annexure -F to this Report.

STATUTORY AUDITORS

M/s. Singhi & Company, Chartered Accountants are acting as Statutory Auditors of the Company in accordance with the resolution
passed at the Annual General Meeting of the Company held on 23rd September, 2014.

As per Section 139 of the Companies Act, 2013, their continuance of office as Auditors shall be subject to ratification by
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 continuance as auditors for 2016-17.

A resolution proposing continuance 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. Members are requested to ratify their
appointment as the Statutory Auditors of the Company.

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

COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 and rules made there under, the Board of Directors
had appointed M/s AB & Co., Cost Accountants as the Cost Auditors for the financial year 2015-16 and the members had approved
their remuneration at the 34th Annual General Meeting of the Company.

The Cost Auditors submitted their report to the Board of Directors and it did not contain any qualification, reservation or
adverse remarks.

The Board has re appointed M/s AB & Co. for conducting the Cost Audit for financial year 2016-17 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 had 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, 2016 is annexed herewith as Annexure –G. The Secretarial Audit Report does not contain any major qualification,
reservation or adverse remarks.


INTERNAL AUDITORS

In accordance with Section 138 of the Companies Act, 2013 and rules made there under, the Board of Directors has appointed M/s R.
Kothari & Co., Chartered Accountants, as Internal Auditors to undertake Internal Audit of the Company. The Internal Audit
Reports are regularly placed before the Audit Committee and the Board and necessary actions on audit findings are taken after due
discussions.

EXTRACT OF ANNUAL RETURN

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

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 31st March, 2016.

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 SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

A certificate from the M/s Singhi & Co., Statutory Auditors confirming compliance of conditions of Corporate Governance is
attached separately.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required by SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015 is given as a separate statement.

CEO/CFO CERTIFICATION

The CEO/CFO certification has been submitted to the Board. The report is enclosed separately.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company employed 1475 permanent employees as of the year end. The team comprises of very high quality professionals at
various levels from finance, engineering, technical, marketing and legal fields. Employees are provided with suitable training
and guidance which assist them in performing their respective duties.

The Company has introduced Employee Stock Option Plan to reward the performing employees. During the year the Company has granted
4,10,000 options under the Skipper Employee Stock Option Plan 2015.

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 efforts of all the work force 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,
however grant of 4,10,000 options were made to eligible employees under ESOP 2015 scheme of the Company.

3. During the year 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 place on record their sincere appreciation for assistance and support received from the Banks, Government
Authorities, Customers, Suppliers, Business Associates, Shareholders, Central and State Government and the society as a whole.

Your directors also place on record their appreciation for committed services by Company''s executives, staff and workers for
continuous support given by them to the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal

Place : Kolkata Managing Director Director

Date : 18th May, 2016 Din: 00063555 Din: 00162513


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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