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Skipper Ltd.

BSE: 538562 Sector: Engineering
NSE: SKIPPER ISIN Code: INE439E01022
BSE 00:00 | 28 Feb 34.40 -1.55
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34.15

NSE 00:00 | 28 Feb 34.25 -1.65
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34.50

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OPEN 35.10
PREVIOUS CLOSE 35.95
VOLUME 4128
52-Week high 78.00
52-Week low 34.15
P/E 11.10
Mkt Cap.(Rs cr) 353
Buy Price 34.00
Buy Qty 15.00
Sell Price 37.10
Sell Qty 1.00
OPEN 35.10
CLOSE 35.95
VOLUME 4128
52-Week high 78.00
52-Week low 34.15
P/E 11.10
Mkt Cap.(Rs cr) 353
Buy Price 34.00
Buy Qty 15.00
Sell Price 37.10
Sell Qty 1.00

Skipper Ltd. (SKIPPER) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 37th Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2018.

FINANCIAL SUMMARY

The Company's performance during the financial year ended 31st March 2018 as comparedto 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 totalrevenue of the Company has crossed Rs 20000 million mark. The total revenue increased toRs 21076.18 million from Rs 17971.69 million during the year registering a growth of17.27%. Profit Before Tax stood at Rs 1803.89 million as against Rs 1767.20 million in theprevious year and Profit After Tax stood at Rs 1177.62 million as against Rs 1242.15million in the previous year.

The financial results are elaborated and explained with the help of various ratios inthe 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 ManagementDiscussion & Analysis Report which forms part of this Annual Report.

DIVIDEND & RESERVES

Your Company has adopted a Dividend Distribution Policy which intends to ensure that aconcise decision is taken with regard to the amount to be distributed to the shareholdersas dividend. The policy lays down various parameters to be considered by the Board beforedeclaration/ recommendation of dividend to the members of the Company. The DividendDistribution 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'sreport as "Annexure – A".

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

The dividend subject to approval of the shareholders at the ensuing Annual GeneralMeeting will be paid within the statutory period to the members whose name appear in theRegister 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 266500 equity shares ofRs 1 each at a price of Rs 100.00pershare(includingpremiumof Rs 99.00pershare)upontheexerciseof266500 optionsundertheEmployee Stock Option Scheme of theCompany. Consequently the paid-up share capital of the Company increased to Rs102582962.00/- consisting of 102582962 equity shares of Re.1 each.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification dated 16th February 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from 1st April 2017. Financial statements for the year ended and as at 31st March2017 have been restated to conform to Ind AS. The reconciliations and descriptions of theeffect 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 IndependentDirectors. None of the Directors of the Company are disqualified as specified in Section164(2) of the Companies Act 2013 read with Rule 14(1) of the Companies (Appointment andQualification 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 AdditionalDirector (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 AnnualGeneral Meeting of the Company.

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

Information regarding the directors seeking appointment/reappointment as required byRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred as ‘Listing Regulations') and Secretarial Standard-2 hasbeen given in the notice convening the ensuing Annual General Meeting.

On recommendation of the Independent Directors the Board at its meeting held on 17thMay 2018 appointed Sri Amit Kiran Deb as the lead Independent Director. The role of thelead Independent Director is to liase on behalf of the Independent Directors and provideleadership to them.

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

DECLARATION BY INDEPENDENT DIRECTORS

Sri Amit Kiran Deb (DIN: 02107792) Sri Manindra Nath Banerjee (DIN: 00312918) SriJoginder 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 underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16 of ListingRegulations.

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

The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection/ appointment/remuneration of Directors Key ManagerialPersonnel and Senior Management. The policy aims to attract retain and motivate qualifiedpeople at the executive and at the board levels and lays down criteria for determiningqualification positive attributes and independence of Director. The policy ensures thatthe interests of Board members & senior executives are aligned with the businessstrategy objectives values and long-term interests of the Company and is consistent withthe "pay-for-performance" principle. The policy contains detailed procedure forselection and appointment of the Board Members and other executive members explains therole of Independent Directors and also lays down the compensation structure ofNon-Executive Directors Executive Directors Key Managerial Personnel(s) and SeniorManagement Personnel(s) .

The Policy is available on the website of the Company athttp://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 theBoard as a whole its committees and the individual Directors. The Company has a two tierevaluation system wherein the Independent Directors evaluate the performance of theExecutive Directors the Chairman and the Board as a whole and thereafter the Boardevaluates the performance of all the individual Directors the Committees and the Board asa whole. The policy lays down the criteria on which the evaluation is to be done and astructured questionnaire (evaluation form) with a rating matrix forms part of the Policy.The Chairman as per the evaluation policy of the Company after discussion deliberationand in consultation with all the Directors (except the Director being evaluated) fills upthe 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 accordancewith the above said policy and expressed satisfaction on the evaluation process and theperformance 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 theapplicable accounting standards have been followed and there are no material departuresfrom 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 2018 and of the profit of the Companyfor 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 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.

MEETINGS OF THE BOARD

The Board meets at least once in every quarter to review the Company's operations andfinancials 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 ofwhich 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 RemunerationCommittee Stakeholders RelationshipCommittee Corporate Social ResponsibilityCommitteeFinanceCommittee and Business Coordination Committee (earlier known as ExecutiveCommittee) to deal with specific areas/activities that need a closer review and to have anappropriate structure for discharging of its responsibilities.

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

The Company has further adopted a Corporate Social Responsibility Policy in accordancewith the provisions of the Companies Act 2013 which may be accessed athttp://repository.skipperlimited.com/investor-relations/pdf/ CSR-Policy.pdf. The policyindicates the CSR activities to be undertaken by the Company to achieve its socialcommitments.

During the year the Company was required to spend two percent of the average netprofits for the preceding three financial years calculated in accordance with provision ofSection 198 of the Companies Act 2013. The Company has duly spent the said amount thedetails 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 andmitigate risks involved in its business. The Company understands that risk evaluation andrisk mitigation is an ongoing process within the organization and is fully committed toidentify and mitigate the risks in the business.

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.

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

Internal Audit is conducted periodically and the internal auditor monitors andevaluates the efficiency and adequacy of internal control system including internalfinancial control in the Company. Based on the report of internal audit function processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. All these steps facilitate timely detection of any irregularities and earlyremedial measures.

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

Necessary certification by the Statutory Auditors in relation to Internal FinancialControl 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 withunethical behavior and to provide a framework to promote responsible and secured reportingof undesired activities. The Vigil Mechanism/ Whistle

Blower Policy is available on the website of the Company athttp://repository.skipperlimited.com/investor-relations/ pdf/Whistle-Blower-Policy.pdf.

The employees are free to report unethical behavior actual or suspected fraudviolation of applicable laws and regulations violation of code of conduct etc. The AuditCommittee oversees the genuine concerns reported under this policy. The Company has alsomade provisions for adequate safeguard against victimization of employees who expresstheir concerns. The mechanism also provides direct access to the Chairman of the AuditCommittee.

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

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act 2013 and Listing Regulations theCompany has formulated a Policy on Related Party Transactions which is available on thewebsite 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 approvaland omnibus approvals are obtained for transactions which are repetitive in nature. Astatement of all related party transactions is placed before the Audit Committee and Boardof Directors for its review on a quarterly basis specifying the nature value and termsof the transaction.

All transactions entered into with related parties during the year were on arm's lengthbasis and in the ordinary course of business and there were no materially significantrelated party transactions that may have conflict with the interest of the Company northere 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 thefinancial statements.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans guarantees or made any investments as prescribedin Section 186 of the Companies Act 2013. The Company has formed a Limited LiabilityPartnership in 2017-18 Capital Contribution in which has not been made till 31st March2018.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time is attachedas "Annexure- C" to this report.

The information required under Section 197(12) of the Companies Act 2013 read withRule 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 interms of Section 136 of the Companies Act 2013 the annual report is being sent to themembers excluding the said statement. The said information is readily available forinspection by the members at the Company's registered office during the business hours onall working days up to the date of ensuing Annual General Meeting and shall also beprovided to any member of the Company who sends a written request to the CompanySecretary.

EMPLOYEE STOCK OPTION PLAN

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

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

During the financial year the Company has allotted 266500 equity shares of Re. 1/-each at a premium of Rs 99/- each upon exercise of shares under the scheme and has granted485000 fresh options to the eligible employees under the scheme. All the necessarycompliances in relation to allotment and listing of shares on stock exchanges were dulycomplied.

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

The particulars as prescribed under Section 134(3) of the Companies Act 2013 read withRule 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 (FirmRegistration No.: 302049E) were appointed as the Statutory Auditors of the Company at theAnnual General Meeting of the Company held on 23rd September 2014 for a term of fiveconsecutive years.

In accordance with the provisions of Companies Amendment Act 2017 enforced on 7th May2018 the concept of ratification of appointment of auditor at each Annual General Meetinghas been done away with.

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

Cost Auditors

In accordance with Section 148 of the Companies Act 2013 read with Companies (CostRecords 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 remunerationof Rs 70000/- plus reimbursement of out of pocket expenses at actuals and applicabletaxes. The remuneration needs to be approved by the shareholders at the forthcoming AnnualGeneral Meeting and a resolution regarding approval of remuneration payable to the costauditor 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 fromany 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 secretarialauditor of the Company for the FY 2017-18. The Secretarial Audit Report in the prescribedForm 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 adverseremarks.

Based on the consent received and on recommendation of the Audit Committee the Boardhas 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 withRule 12(1) of the Companies (Management and Administration) Rules 2014 the extract ofAnnual Return as on 31st March 2018 in the prescribed form MGT-9 is attached as "AnnexureF".

DEPOSITS

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

CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule V of Listing Regulations aseparate section on Corporate Governance and a certificate from the Statutory Auditorsconfirming compliance with the requirements of Corporate Governance forms part of theAnnual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY REPORT

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

The Report describes the initiatives taken by the Company from an environmental socialand governance perspective.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

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

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

The Company is committed to create a safe and healthy working environment that enablesthe 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 adopteda Policy for Prevention Prohibition and Redressal of Sexual Harassment at Workplace.

During the year under review no complaints were received under the provisions of TheSexual 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 ofthe Company.

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

3. 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.

4. The Company does not have any subsidiary or associate or joint venture Companyduring the year ended 31st March 2018 however the Company has formed a Limited LiabilityPartnership with a foreign Company with fifty percent partnership interest on 9th March2018 Capital Contribution in which has not been made till 31st March 2018.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government StateGovernment Banks Financial Institutions Government Authorities Customers SuppliersBusiness Associates Stock Exchanges and Shareholders for their continued support.

Your Directors also place on record their sincere appreciation to employees at alllevels 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)