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Skipper Ltd.

BSE: 538562 Sector: Engineering
NSE: SKIPPER ISIN Code: INE439E01022
BSE 00:00 | 19 May 58.35 -2.95
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NSE 00:00 | 19 May 58.40 -2.90
(-4.73%)
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OPEN 59.75
PREVIOUS CLOSE 61.30
VOLUME 32166
52-Week high 98.35
52-Week low 54.10
P/E 20.91
Mkt Cap.(Rs cr) 599
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 59.75
CLOSE 61.30
VOLUME 32166
52-Week high 98.35
52-Week low 54.10
P/E 20.91
Mkt Cap.(Rs cr) 599
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Skipper Ltd. (SKIPPER) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the 40th Annual Report of theCompany together with the audited financial statements (Standalone and Consolidated) forthe year ended 31st March 2021.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Company's performance during the financial year under review as compared to theprevious financial year is summarized below:

(Rs. in millions)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 15815.07 13905.07 15815.07 13905.07
Other Income 40.24 19.65 40.24 19.65
Total Income 15855.31 13924.72 15855.31 13924.72
Profit before Finance Cost Depreciation and Tax 1477.35 1410.91 1480.86 1408.56
Finance Cost 723.56 847.59 723.56 847.59
Depreciation 452.60 381.00 452.60 381.00
Share of Profit/(Loss) of Joint Venture - - 3.51 (2.35)
Profit Before Tax (PBT) 301.19 182.32 304.70 179.97
Tax Expenses (Current & Deferred) 90.36 (232.58) 90.36 (232.58)
Profit for the Year (PAT) 210.83 414.90 214.34 412.55
Other Comprehensive Income 1.49 (0.15) 1.50 (0.60)
Total Comprehensive Income 212.32 414.75 215.84 411.95

FY 2020-21 has been a year of unprecedented challenges and uncertainties but theCompany managed to increase its revenue from operations to Rs.15815.07 million as comparedto Rs.13905.07 million in the previous year. However the net profit declined to Rs.210.83million as against a net profit of Rs.414.90 million in the previous year.

More details on the financial statements of the Company along with various financialratios are available in the Management Discussion & Analysis Report forming part ofthis report.

NATURE OF BUSINESS

The Company continues to offer multifarious products/services under its EngineeringPolymer and EPC divisions and there has been no change in the nature of business duringthe year.

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

The state of Company's affair and future outlook is discussed in the ManagementDiscussion & Analysis Report forming part of this Annual Report.

IMPACT OF COVID-19 PANDEMIC

The Covid-19 crisis disrupted the entire economy during the FY 2020-21. Disruptionswere caused in the operations of the Company due to the lockdowns imposed by theauthorities to curtail the pandemic. The Company however managed to partially resume itsoperations in the last week of April 2020 with appropriate approvals from the stategovernments.

In order to kick-start the crucial projects and scheduled deliveries the Company withits key associates chalked out extensive catch-up plans for various locations and workfronts to ensure timely completion and avoidance of any slippages. Various measures weretaken to ensure the safety and wellbeing of all employees and guidelines/protocols/ SOPswere issued from time to time in accordance with the directives issued by the CentralGovernment State Governments and local administration for ensuring hygiene and socialdistancing norms at the project sites and work stations.

At Skipper the top priority is heath & well-being of all the employees and theirfamilies. The Company has been very proactive to support its entire workforce in bestpossible manner during the entire distress period. The Company has disbursed salaries andwages on a timely manner during this period to its employees associates and contract workforce. The Company didn't lay off any of its employees in this Covid era and furthercovered its entire workforce under a Covid term insurance cover. The Company invested insetting up medical support covid care services and has also extended counseling andself-help services providing mental & emotional support to the employees infected withCovid-19.

With health and hygiene of employees as the focus area the Work From Home (WFH) modelcontinued to be a part of the working structure during the year. The Company developed itsinfrastructure and facilities by which many employees were able to WFH. The Company alsoadvised all its sales force to travel through safest mode and take all precautions forsafe & comfortable journey. This has helped the Company to continue the operationsduring the year marred by pandemic.

The Company serviced all the debts & financial commitments as and when they becamedue and also availed few Covid-19 related special credit facilities offered by itsbankers. The Company also successfully implemented stringent cost control measures acrossthe organization to conserve cash to address any evolving situations resulting from thepandemic.

With the second wave of the pandemic on the rise the Company is taking all necessarymeasures in terms of mitigating the challenges being faced in the business and is focusedon safety of employees implementing cost optimization measures and maintaining liquidity.The Company is closely monitoring the entire supply chain to ensure smooth running of themanufacturing facilities.

SHARE CAPITAL

During the year the Company has not issued any kind of securities. The Company'spaid-up share capital continues to stand at Rs.102670212 consisting of 102670212equity shares of Re.1 each as on 31st March 2021.The Company's equity sharesare listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

INTEREST IN JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

The Company holds 50% partnership interest in "Skipper-Metzer India LLP"(SMIL) a Limited Liability Partnership engaged in the business of manufacturing of dripirrigation systems. The said LLP has been classified as Joint Venture in accordance withthe provision of Indian Accounting Standards (Ind AS). Accordingly the ConsolidatedFinancial Statements of the Company and its Joint Venture prepared in accordance withIndian Accounting Standards notified under the Companies (Indian Accounting Standards)Rules 2015 ('Ind AS') forms part of the Annual Report. The audited standalone andconsolidated financial statements of the Company along with the financial statements ofSkipper-Metzer India LLP are also available on the website of the Company atwww.skipperlimited.com.

During the year under review SMIL achieved a turnover of Rs.543.44 million as againstRs.324.28 million in the previous year and earned a net profit of Rs.7.03 million asagainst the net loss of Rs.4.70 million in the previous year.

A statement containing salient features of the financial statements of Joint Venturepursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules2014 is given in Form AOC-1 being marked as "Annexure-A" to this Report.

The Company doesn't have any subsidiary or Associate as on 31st March 2021.

DIVIDEND & RESERVES

Your Company has adopted a Dividend Distribution Policy in accordance with theprovisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as 'Listing Regulations'). The Policy lays downvarious parameters to be considered by the Board before declaration/ recommendation ofdividend to the members of the Company. The Dividend Distribution Policy is available onthe website of the Company athttps://repository.skipperlimited.com/investor-relations/pdf/dividend.pdf.

In line with this Policy and in recognition of the financial performance during FY2020-21 your Directors are pleased to recommend a dividend of 10% i.e 0.10 paise perequity share of face value of Re. 1 each for the financial year ended 31stMarch 2021.The total Dividend amount aggregates to Rs.10.27 million.

Pursuant to the Finance Act 2020 dividend income is taxable in the hands of theshareholders effective 1st April 2020 and the Company is required to deducttax at source from dividend paid to the members at the prescribed rates as per the IncomeTax Act 1961.

If the dividend as recommended above is declared by the members at the forthcomingAnnual General Meeting the same will be paid within 30 days from the date of declarationto those shareholders whose name appears in the Register of Members as on the record date.

The Company has continued to balance the dual objective of appropriately rewardingshareholders through dividends and retaining profits in order to maintain a healthycapital adequacy ratio to support future growth.

No amount is proposed to be transferred to General Reserve.

UNCLAIMED/UNPAID DIVIDEND

In terms of Section 125 of the Companies Act 2013 (hereinafter referred to as 'theAct') read with rules made thereunder the Company is required to transfer theunpaid/unclaimed dividend amounts which remained unclaimed for seven years from the dateof such transfer to the Investor Education and Protection Fund (IEPF) set up by theCentral Government. Further all shares in respect of which dividend has not been paid orclaimed for seven consecutive years shall also be transferred by the Company to the IEPF.

The unpaid/unclaimed dividend for the FY 2013-14 will be due for transfer to the IEPFon 28 October 2021. The Company has sent reminder letters to all those shareholders whosedividend are lying in the unpaid dividend account requesting them to claim the same atthe earliest. Shareholders are requested to kindly check the status of their unpaid orunclaimed dividend available at the website of the Company athttps://www.skipperlimited.com/ investor-relations/unpaid-unclaimed-dividend.aspx

DIRECTORS' & KEY MANAGERIAL PERSONNEL DIRECTORS

As on 31st March 2021 the Board consisted of ten Directors comprising offive Independent Directors including a woman director namely Sri Amit Kiran Deb (DIN:02107792) Sri Joginder Pal Dua (DIN: 02374358) Sri Ashok Bhandari (DIN: 00012210) SriPramod Kumar Shah (DIN: 00343256) and Smt. Mamta Binani (DIN: 00462925) and five ExecutiveDirectors namely Sri Sajan Kumar Bansal (DIN: 00063555) Sri Sharan Bansal (DIN:00063481) Sri Devesh Bansal (DIN: 00162513) Sri Siddharth Bansal (DIN: 02947929) and SriYash Pall Jain (DIN: 00016663). The position of the Chairman of the Board and the ManagingDirector are held by separate individuals wherein the Chairman of the Board is anIndependent Director. Sri Amit Kiran Deb continues to serve as the lead IndependentDirector of the Company. The profile of all the Directors can be accessed on the Company'swebsite at https:// skipperlimited.com/about-us/senior-management.aspx.

None of the Directors of the Company have incurred any disqualification under Section164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification ofDirectors) Rules 2014. All the Directors have confirmed that they are not debarred fromaccessing the capital market as well as from holding the office of Director pursuant toany order of Securities and Exchange Board of India or Ministry of Corporate Affairs orany other such regulatory authority.

In the view of the Board all the directors possess the requisite skills expertiseintegrity competence as well as experience considered to be vital for business growth.The detailed analysis of various skills qualifications and attributes as required andavailable with the Board has been presented in the Corporate Governance Report.

Sri Joginder Pal Dua (DIN: 02374358) has been re-appointed as Independent Director ofthe Company for a second term of 5 years with effect from 1 February 2021 consider variousfactor including his skill experience and performance and Sri Yash Pall Jain (DIN:00016663) has been re-appointed as the Executive Director of the Company for a period ofone year with effect from 6th September 2020 pursuant to approval ofshareholders of the Company at the 39th Annual General Meeting of the Companyheld on 28 September 2020. In the opinion of the Board both the directors are a person ofintegrity and possesses relevant experience and expertise.

Sri Yash Pall Jain's (DIN: 00016663) current tenure will expire on 5 September 2021.Accordingly pursuant to the recommendation of Nomination & Remuneration Committee andthe Audit Committee the Board of Directors at their meeting held on 4 May 2021 hadapproved the re-appointment of Sri Yash Pall Jain as Whole Time Director of the Companyliable to retire by rotation for a further period of one year with effect from 6 September2021 subject to approval of the shareholders of the Company at the ensuing Annual GeneralMeeting. Sri Yash Pall Jain has given his consent for re-appointment and has confirmedthat he does not suffer from any disqualifications under the Act or Listing Regulations.

Pursuant to the provisions of Section 152(6)(d) of the Act read with Companies(Appointment and Qualification of Directors) Rules 2014 and Articles of association ofthe Company Sri Yash Pall Jain (DIN: 00016663) will retire by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.

Information regarding the directors seeking appointment/re-appointment as required byRegulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in thenotice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Sri Sanjay Kumar Agrawal who was serving as the Chief Financial Officer of the Companysince 12 August 2014 tendered his resignation from the services of the Company witheffect from 31 December 2020. The Board places on record its deep appreciation for thecontributions made by Sri Sanjay Kumar Agrawal.

Sri Arvind Joshi was appointed as the Chief Financial Officer with effect from 1January 2021 and ceased to be the Chief Financial Officer w.e.f 10 May 2021 uponresignation. The Company will appoint a new Chief Financial Officer within the timelinesas mandated by the Act.

Sri Manish Agarwal continues to hold the position of Company Secretary of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

There are five Independent Directors on the Board of the Company. The Company hasreceived declarations from all the Independent Directors confirming that they meet thecriteria of independence as prescribed under Section 149 of the Act as well as Regulation16 of the Listing Regulations.

The Independent Directors have also submitted a declaration confirming that they haveregistered their names in the databank of Independent Directors as being maintained by theIndian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 and the required directors havequalified the online proficiency self-assessment test in terms of Rule 6(4) of theCompanies (Appointment and Qualification of Directors) Rules 2014.

None of the independent directors are aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence. The board of directors have taken on record the declaration and confirmationsubmitted by the Independent Directors after undertaking due assessment of the same and intheir opinion the Independent Directors fulfill the conditions specified in the Act andListing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act along with the Code of Conduct for Directors andSenior Management Personnel formulated by the Company as per Listing Regulations.

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

On the recommendation of Nomination and Remuneration Committee the Company hasformulated and adopted a Nomination and Remuneration Policy which is in accordance withthe Act and the Listing Regulations. The Policy aims to attract retain and motivatequalified people at the board and senior management levels and ensure that the interestsof Board members & senior executives are aligned with the Company's vision and missionstatements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designed with thefollowing basic objectives:

a. To set out a policy relating to remuneration of Directors Key ManagerialPersonnel's Senior Management Personnel's and other employees of the Company.

b. To formulate criteria for appointment of Directors Key Managerial Personnel's andSenior Management Personnel's.

c. To formulate the criteria for determining qualification competencies positiveattributes and independence for appointment of a director.

The Policy is available on the website of the Company athttps://www.skipperlimited.com/Media/Nomination_&_ Remuneration_Policy.pdf.

The remuneration paid to the directors is as per the terms laid out in the Nominationand Remuneration Policy of the Company.

PERFORMANCE EVALUATION OF THE BOARD THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the recommendation of the Nomination & Remuneration Committee theBoard of Directors of the Company have formulated a Board Evaluation Policy which laysdown the manner of evaluation of the Board as a whole its committees and the individualDirectors.

The Company has a two tier evaluation system wherein the Independent Directors evaluatethe performance of the Executive Directors the Chairman and the Board as a whole andthereafter the Board evaluates the performance of all the individual Directors thecommittees and the Board as a whole. The Policy lays down the criteria on which theevaluation is to be done and a structured questionnaire (evaluation form) with a ratingmatrix forms part of the Policy. The Chairman as per the evaluation Policy of the Companyafter discussion deliberation and consultation with all the Directors (except theDirector being evaluated) fills up the evaluation form for the individual Directors theCommittees and the Board as a whole.

During the year under review the Board carried out annual evaluation in accordancewith the above said Policy and expressed satisfaction and contentment on the performanceof all the Directors the Committees and the Board as a whole. The evaluation mechanismwith definite parameters has been explicitly described in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act the Directors of the Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures from the same;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof state of affairs of the Company as at 31st March 2021 and of the profit ofthe Company for the year ended on that day;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;

(iv) the Annual Accounts for the year ended 31st March 2021 have beenprepared on a "going concern" basis;

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

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the Financial Year 2020-21 viz. on 22 June 202014 September 2020 19 October 2020 31 October 2020 and 19 January 2021. The meetings wereheld in hybrid mode i.e both physically and virtually in accordance with the applicableprovisions of the Act. The details relating to attendance of Directors in each boardmeeting held during the FY 2020-21 has been separately provided in the CorporateGovernance Report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee Corporate Social Responsibility CommitteeFinance Committee and Business Coordination Committee to deal with specificareas/activities that need a closer review and to have an appropriate structure fordischarging its responsibilities.

The composition terms of reference attendance of directors at the meetings of all theabove Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendationsof the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in termsof provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 inter alia to give directions and assistance to theBoard for leading the CSR initiatives of the Company. The Committee formulates and reviewsthe Annual Action Plan and also monitors the progress of the CSR activities. The detailsof the Committee have been disclosed in the Corporate Governance Report.

The Company has adopted a Corporate Social Responsibility Policy in accordance with theCompanies (Corporate Social Responsibility Policy) Rules 2014 which can be accessed athttps://repository.skipperlimited.com/investor- relations/pdf/CSR-Policy-25.05.21.pdf. Thepolicy inter alia briefs the budget areas in which CSR outlays can be made principles ofselecting a project implementing agencies monitoring procedure annual action plan.

The Company has undertaken several projects during the year 2020-21 in accordance withthe budget laid down by the Board and has spent Rs.19.30 million towards CSR activities.The projects have been continuously monitored by the Board on a quarterly basis.

Since there was no unspent amount the Company was not required to transfer any amountto any fund or separate bank account during the year in accordance with the Companies(Corporate Social Responsibility Policy) Rules 2014.

The brief outline of the CSR Policy of the company and the initiatives undertaken bythe company during the financial year ended 31st March 2021 in accordancewith Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules2014 is set out in "Annexure-B" to this report.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identifyall kinds of anticipated risks associated with the business and to take remedial actionsto minimize any kind of adverse impact on the Company. The Company understands that riskevaluation and risk mitigation is an ongoing process within the organization and is fullycommitted to identify and mitigate the risks in the business. The identification of risksis done at strategic business and operational levels and the risk management process ofthe Company focuses mainly on three elements viz.

(i) Risk Assessment;

(ii) Risk Management;

(iii) Risk Monitoring.

The Company has formulated and implemented a Risk Management policy in accordance withListing Regulations to identify and monitor business risk and assist in measures tocontrol and mitigate such risks.

As on date there are no risks which in the opinion of the Board can threaten theexistence of the Company. However some of the probable risks which might pose challengesbefore the Company have been set out in the Management Discussion and Analysis section ofthis Annual Report. Details of various foreign exchange risks and commodity risks faced bythe Company during the year have been separately disclosed in the Corporate GovernanceReport.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act the term Internal Financial Control ('IFC')means the policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and early detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Board is responsible for ensuring that IFC are laid down in the Company and thatsuch controls are adequate and operating effectively.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance with theprovisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. ThePolicy provides a framework to promote responsible and secured reporting of unethicalbehavior actual or suspected fraud violation of applicable laws and regulationsfinancial irregularities abuse of authority etc. by Directors employees and themanagement. The Vigil Mechanism/Whistle Blower Policy is available on the website of theCompany at https://www.skipperlimited.com/ Media/Whistle-Blower-Policy.pdf.

The Company endeavors to provide complete protection to the Whistle Blowers against anyunfair practices. The Audit Committee oversees the genuine concerns and grievancesreported in conformity with this Policy. It is affirmed that no personnel of the Companyhas been denied access to the Audit Committee and no case was reported under the Policyduring the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations your Company hasformulated a Policy on dealing with Related Party Transactions ('RPTs') and the same isavailable on the website of the Company at https://www.skipperlimited.com/Media/RELATED-PARTY-TRANSACTIONS-POLICY.pdf. The Policy intends toensure that proper approval reporting and disclosure processes are in place for all thetransactions taking place between the Company and Related Parties.

All related party transactions are entered into only after receiving prior approval ofthe Audit Committee. Omnibus approvals are obtained each year for transactions which arerepetitive in nature. A statement of all related party transactions entered into is placedbefore the Audit Committee and Board of Directors for its review on a quarterly basisspecifying the nature value and terms of the transaction.

During the year under review all transactions entered into by the Company with relatedparties were in compliance with the applicable provisions of the Act and the ListingRegulations details of which are set out in the Notes to Financial Statements formingpart of this Annual Report. All the transactions have been duly evaluated by the AuditCommittee and Board and have been found beneficial for the Company. These transactionswere inter alia based on various considerations such as business exigencies synergy inoperations and resources of the related parties.

Further the Company has not entered into any contracts/arrangements/transactions withrelated parties which are material in nature in accordance with the Related PartyTransactions Policy of the Company nor any transaction has any potential conflict with theinterest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC -2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments covered under the provisions ofSection186 of the Act form part of the Notes to the financial statements of the Company.

No loans guarantees and investments were made during the year.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time in respect of Directors/ employees of the Company is attached as"Annexure- C" to this report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time forms part of this Board Report. However in terms of Section136 of the Act the annual report is being sent to the members excluding the saidstatement. The said information is readily available for inspection by the members at theCompany's registered office during the business hours on all working days up to the dateof ensuing Annual General Meeting and shall also be provided to any member of the Companywho sends a written request to the Company Secretary.

EMPLOYEE STOCK OPTION PLAN

Your Company has formulated 'Skipper Employee Stock Option Plan 2015Rs. in accordancewith SEBI (Share Based Employee Benefits) Regulations 2014.The Scheme is monitored by theNomination and Remuneration Committee (also functioning as Compensation Committee) of theBoard.

During the year there has been no change in the 'Skipper Employee Stock Option Plan2015' (scheme) and the same is in compliance with SEBI (Share Based Employee Benefits)Regulations 2014. Further no allotment under the ESOP scheme has been made by theCompany during the FY 2020-21.

The applicable disclosures as required under SEBI (Share Based Employee Benefits)Regulations 2014 is available on the website of the Company athttps://repository.skipperlimited.com/investor-relations/pdf/ESOP-Disclosure-for-website-23jun21.pdf

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO

Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is provided in "Annexure - D" to the Directors'Report.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor's Report

M/s. Singhi & Co. Chartered Accountants (Firm Registration No.: 302049E) have beenappointed as the Statutory Auditors of the Company for a term of five years until theconclusion of 43rd Annual General Meeting of the Company to be held in 2024.The Auditors fulfill the eligibility and qualification norms as prescribed under the Actthe Chartered Accountants Act 1949 and rules and regulations issued thereunder. Inaddition the auditors hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India (ICAI) a prerequisite for issuing quarterlyLimited Review reports.

The Auditor's Report on the standalone and consolidated financial statements of theCompany for the year ended 31st March 2021 forms part of this Annual Reportand there are no qualifications reservation adverse remark or disclaimer made by thestatutory auditors in their report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act the Board had appointed M/s. MKB& Associates Practicing Company Secretaries (FRN No.P2010WB042700) as SecretarialAuditor of the Company for the FY 2020-21. The Secretarial Audit Report for FY 2020-21 inform MR 3 is annexed to this report as "Annexure- E".

There are no qualifications reservations or adverse remark or disclaimer in theSecretarial Audit Report.

Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Recordsand Audit) Rules 2014 the Company is required to maintain cost records for few of itsproducts and get the same audited by a Cost Accountant in practice. Accordingly the costrecords are made and maintained by the Company.

The Board of Directors on the recommendations made by the Audit Committee hasappointed M/s. AB & Co. Cost Accountants as the Cost Auditors of the Company for theFY 2021-22 at a remuneration of Rs.70000/- plus reimbursement of out of pocket expensesat actuals and applicable taxes.

Pursuant to Section 148 of the Act read with Rule 14(a) (ii) of Companies (Audit &Auditors) Rules 2014 ratification of the remuneration payable to the cost auditor isbeing sought from the members of the Company at the ensuing Annual General Meeting. Therequisite resolution has been set forth in the notice of the impending Annual GeneralMeeting of the Company and the same is recommended for your consideration.

The Cost Auditors have certified that their appointment is within the limits of Section141(3)(g) of the Act and that they are not disqualified from appointment within themeaning of the said Act.

Relevant cost audit report for the year 2019-20 was submitted to the Central Governmentwithin stipulated time and was free from any qualification or adverse remarks.

Internal Auditors

The internal audit for the FY 2020-21 was conducted by qualified Chartered Accountantsemployed by the Company in accordance with the provisions of Section 138 of the Act readwith the Companies (Accounts) Rules 2014.

REPORTING OF FRAUDS BY AUDITORS

During the year under review none of the auditors have reported any instances of fraudcommitted against the Company as required to be reported under Section 143(12) of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act asamended read with Rule 12 of the Companies (Management and Administration) Rules 2014the Annual Return of the Company for the Financial Year ended 31st March 2021is available on the website of the Company at https://www.skipperlimited.com/Media/MGT-7-website.pdf

DEPOSITS

During the year under review the Company has not accepted any deposits from the publicwithin the meaning of Sections 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. As on March 312021 there were no deposits lying unpaid orunclaimed.

Loan has been advanced to the Company by some of the Directors during the year detailsof which are available in notes to the financial statements.

CREDIT RATING

The credit rating of your Company for long term facilities is "ACUITE A-/Stable" and for short term facilities is "ACUITE A2+". Details of the sameare provided in the Corporate Governance Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Statutory Auditors confirming compliance with the same hasbeen disclosed under the Corporate Governance Report section of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2)(e) ofListing Regulations is provided in a separate section and forms an integral part of thisreport.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2020-21 the Company has complied with all the relevantprovisions of the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of Listing Regulations the top 1000 listed companies arerequired to prepare a Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and the governance perspective. The Company hasaccordingly prepared a Business Responsibility Report as set out in "Annexure-F"to this Report and the same is also available on the website of the Company athttps://www. skipperlimited.com/Media/Business-Responsibility-Report.pdf

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. The Company hasalways been proactive in providing growth learning platforms safe workplace and personaldevelopment opportunities to its workforce. The core focus of the Company has been onimprovement and upliftment of the employees through continuous training & developmentprogrammes. The human resource department of the Company through its persistent effortsstrives to achieve amicable working and industrial relations as a result of which theemployee relations remained cordial throughout the year. The Company had 2207 permanentemployees on its rolls as on 31st March 2021.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplace and is committedto provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention Prohibition and Redressal of SexualHarassment at Workplace in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and rules made thereunder. AnInternal Complaints Committee (ICC) has also been set up to redress complaints receivedregarding sexual harassment.

During the year under review no cases were filed under the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

GENERAL DISCLOSURES

Your Directors state that:

1. No material changes and commitments affecting the financial position of the Companyhave occurred from the close of the financial year ended 31st March 2021 tillthe date of this report. However the Company is cautious with the recent surge inCovid-19 cases.

2. During the year no significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operation infuture.

3. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

4. No proceedings are pending against the Company under the Insolvency and BankruptcyCode 2016.

5. The Company serviced all the debts & financial commitments as and when theybecame due and no settlements were entered into with the bankers.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees at allthe levels during this challenging time. Your Directors take this opportunity to expresstheir grateful appreciation for the encouragement co-operation and support received bythe Company from the local authorities bankers customers suppliers and businessassociates. The directors are thankful to the esteemed shareholders for their continuedsupport and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors
Sajan Kumar Bansal Devesh Bansal
Place: Kolkata Managing Director Director
Date: 4 May 2021 (DIN: 00063555) (DIN: 00162513)

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