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Skipper Ltd.

BSE: 538562 Sector: Engineering
NSE: SKIPPER ISIN Code: INE439E01022
BSE 00:00 | 05 Mar 62.40 -0.30
(-0.48%)
OPEN

63.20

HIGH

64.50

LOW

61.75

NSE 00:00 | 05 Mar 62.35 -0.70
(-1.11%)
OPEN

63.50

HIGH

64.60

LOW

61.70

OPEN 63.20
PREVIOUS CLOSE 62.70
VOLUME 6188
52-Week high 74.90
52-Week low 17.55
P/E 16.25
Mkt Cap.(Rs cr) 641
Buy Price 61.30
Buy Qty 200.00
Sell Price 64.00
Sell Qty 572.00
OPEN 63.20
CLOSE 62.70
VOLUME 6188
52-Week high 74.90
52-Week low 17.55
P/E 16.25
Mkt Cap.(Rs cr) 641
Buy Price 61.30
Buy Qty 200.00
Sell Price 64.00
Sell Qty 572.00

Skipper Ltd. (SKIPPER) - Director Report

Company director report

Dear Shareholders

Your Directors take great pleasure in presenting the 39thAnnual Report of the Company together with the audited financial statements (Standaloneand Consolidated) for the year ended 31st March 2020.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Company's performance during the financial year under review ascompared to the previous financial year is summarized below:

(' in millions)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Revenue from Operations 13905.07 18708.69 13905.07 18708.69
Other Income 19.65 13.66 19.65 13.66
Total Income 13924.72 18722.35 13924.72 18722.35
Profit before Finance Cost Depreciation and Tax 1410.91 1824.47 1408.56 1824.31
Finance Cost 847.59 1015.93 847.59 1015.93
Depreciation 381.00 378.70 381.00 378.70
Share of Profit/(Loss) of Joint Venture - - (2.35) (0.16)
Profit Before Tax 182.32 429.84 179.97 429.68
Tax Expenses (Current & Deferred) (232.58) 117.72 (232.58) 117.72
Profit for the Year 414.90 312.12 412.55 311.96
Other Comprehensive Income (0.15) 3.07 (0.60) 3.07
Total Comprehensive Income 414.75 315.19 411.95 315.03

The Company's revenue from operations for the Financial Year 201920 was' 13905.07 million as compared to '18708.69 million in the previous year. The Company'sprofit before exceptional items and tax was ' 182.32 million during the year as comparedto ' 429.84 million in the previous year. The Company earned a net profit of ' 414.90million as against a net profit of ' 312.12 million in the previous year recording agrowth of 32.93%.

On a consolidated basis your Company recorded a net profit of ' 412.55million as against a net profit of ' 311.96 million in the previous year recording agrowth of 32.25%.

More details on the financial statements of the Company along withother relevant information and financial ratios are available in the Management Discussion& Analysis Report.

OUTBREAK OF COVID-19 PANDEMIC

Towards the end of the financial year the World Health Organisation(WHO) declared Covid-19 a pandemic. With the Covid-19 pandemic impacting people across theglobe your Company also witnessed severe disruption in its operations. All theplants/offices/project sites were temporarily shut down during late March 2020 and werepartially re-opened at some locations in the last week of April 2020 after obtainingrequisite government approvals. With health and hygiene of employees as the focus areathe Company implemented Work From Home (WFH) policy for all the employee during thelockdown period.

The Company is taking all necessary measures in terms of mitigating thechallenges being faced in the business and is focused on safety of employees implementingcost optimization measures and maintaining liquidity. The Company is also closelymonitoring the entire supply chain to ensure smooth running of the manufacturingfacilities.

NATURE OF BUSINESS

The Company continues to persistently offer multifarious products/services under its Engineering Polymer and EPC divisions.

During the year the Company has commissioned a transmission linetesting station on 23rd March 2020 at Bagnan in Howrah West Bengal. The facility has anannual testing capacity of 1800 MT of Transmission & Distribution Towers & Poles.The testing station also has an In House Research & Development Center which has beenrecognized by Department of Scientific and Industrial Research (DSIR) Government ofIndia. The facility will help the Company to conduct in-house Load Testing for Tower &Pole structures and will boost its engineering capabilities and credentials.

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

The state of Company's affair and future outlook is discussed in theManagement Discussion & Analysis section of this Annual Report.

DIVIDEND & RESERVES

Your Company has voluntarily adopted a dividend distribution policy inaccordance with the provisions of Regulation 43A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as 'ListingRegulations'). The policy inter alia intends to ensure that a balanced and concisedecision is taken with regard to distribution of dividend to the shareholders andretaining capital to maintain a healthy growth of the Company. 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 at https://repository.skipperlimited.com/investor-relations/pdf/dividend.pdf.

In line with this policy and in recognition of the financialperformance during FY 2019-20 your Directors are pleased to recommend a

dividend of 10% i.e 0.10 paise per equity share of face value of Re. 1each for the financial year ended 31st March 2020.The total Dividend amount aggregates to'10.27 million.

If the dividend as recommended above is declared by the members atthe forthcoming Annual General Meeting the same will be paid within 30 days from the dateof declaration to those shareholders whose name appears in the Register of Members as onthe record date.

No amount is proposed to be transferred to General Reserve. UNCLAIMED/UNPAIDDIVIDEND

In terms of the provisions of Section 124(5) of the Companies Act

2013 the Company did not have any unclaimed/unpaid dividend whichwas/is required to be transferred to the Investors Education and Protection Fund duringthe year. 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.

SHARE CAPITAL

During the year the Company has not issued any kind of securities. TheCompany's paid-up share capital continues to stand at '102670212 consisting of102670212 equity shares of '1 each as on 31st March 2020.The Company'sequity shares are listed on the National Stock Exchange of India Limited (NSE) and BSELimited (BSE).

INTEREST IN JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

The Company holds 50% partnership interest in"Skipper-Metzer IndiaLLP" (SMIL) a Limited Liability Partnership engaged in the business of manufacturingof drip irrigation systems. During the year under review SMIL achieved a turnover of '324.28 million and incurred a net loss of ' 4.70 million. The financial statement of SMILis available on the website of the Company at www.skipperlimited.com.

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.

A statement containing salient features of the financial statements ofJoint Venture pursuant to Section 129(3) of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 is given in Form AOC-1 being marked as "Annexure-A" tothis Report.

DIRECTORS' & KEY MANAGERIAL PERSONNEL

As on 31st March 2020 the Board consisted of ten Directors comprisingof five Independent Directors including a woman director and five Executive Directors. Theposition of the Chairman of the Board and the Managing Director are held by separateindividuals wherein the Chairman of the Board is an Independent Director. The profile ofall the Directors can be accessed on the Company's website athttps://skipperlimited.com/about-us/senior-management.aspx.

None of the Directors of the Company have incurred any disqualificationunder Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment andQualification of Directors) 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 authority.

In the view of the Board all the directors possess the requisiteskills expertise integrity competence as well as experience considered to be vital forbusiness growth. The detailed analysis of various skills

qualifications and attributes as required and available with the Boardhas been presented in the Corporate Governance Report.

Sri Amit Kiran Deb (DIN: 02107792) and Smt. Mamta Binani (DIN:00462925) have been re-appointed as Independent Directors of the Company for a second termof 5 years with effect from 23rd September 2019 and 1st April 2020respectively pursuant to approval of shareholders of the Company at the 38thAnnual General Meeting of the Company held on 12th August 2019. Further SriPramod Kumar Shah (DIN: 00343256) who was earlier appointed as an Additional Director hasbeen appointed as the Independent Director of the Company for a period of five years.

The shareholders of the Company at the 38th Annual GeneralMeeting of the Company held on 12th August 2019 has also approved there-appointment of Sri Sajan Kumar Bansal (DIN: 00063555) as the Managing Director of theCompany for a period of five years with effect from 1st July 2019 there-appointment of Sri Sharan Bansal (DIN: 00063481) as the Executive Director of theCompany for a period of three years with effect from 1st July 2019 and there-appointment of Sri Devesh Bansal (DIN: 00162513) and Sri Siddharth Bansal (DIN:02947929) as the Executive Directors of the Company for a period of three years witheffect from 1st April 2019.

Sri Joginder Pal Dua (DIN: 02374358) was appointed as an IndependentDirector of the Company with effect from 1st February 2016 for a period of fiveyears and his current term will expire on 31st January 2021. Accordinglypursuant to the recommendation of Nomination & Remuneration Committee the Board ofDirectors at their meeting held on 22nd June 2020 had recommended there-appointment of Sri Joginder Pal Dua (DIN: 02374358) as an Independent Director of theCompany for a second term of five years with effect from 1st February 2021subject to approval of shareholders of the Company by way of a special resolution at theensuing Annual General Meeting. Your Company had received a notice under Section 160 ofthe Act in writing from a member proposing the re-appointment of Sri Joginder Pal Dua as aDirector on the Board of the Company. Sri Joginder Pal Dua has given his consent forre-appointment and has confirmed that he does not suffer from any disqualifications underthe Act or Listing Regulations.

Sri Yash Pall Jain was appointed as Whole-Time Director of the Companywith effect from 6th September 2017 for a period of three years and his currentterm will expire on 5th September 2020. Accordingly pursuant to therecommendation of Nomination & Remuneration Committee the Board of Directors at theirmeeting held on 22nd June 2020 had approved the re-appointment of Sri Yash PallJain as Whole Time Director of the Company liable to retire by rotation for a furtherperiod of one year with effect from 6th September 2020 subject to approval ofthe shareholders of the Company at the ensuing Annual General Meeting. Sri Yash Pall Jainhas given his consent for re-appointment and has confirmed that he does not suffer fromany disqualifications under the Act or Listing Regulations.

Pursuant to the provisions of Section 152(6)(d) of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 SriDevesh Bansal (DIN: 00162513) will retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment.

Information regarding the directors seeking appointment/re- appointmentas required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 hasbeen given in the notice convening the ensuing Annual General Meeting.

Sri Amit Kiran Deb continues to serve as the lead Independent Directorof the Company.

Sri Sanjay Kumar Agrawal and Sri Manish Agarwal continue to hold theposition of Chief Financial Officer and Company Secretary of the Company respectively.

DECLARATION BY INDEPENDENT DIRECTORS

Sri Amit Kiran Deb (DIN: 02107792) Sri Joginder Pal Dua (DIN:02374358) Sri Ashok Bhandari (DIN: 00012210) Sri Pramod Kumar Shah (DIN: 00343256) andSmt. Mamta Binani (DIN: 00462925) are Independent Directors on the Board of the Company.

The Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theSection 149 of the Companies Act 2013 as well as Regulation 16 of the ListingRegulations.

The Independent Directors have also submitted a declaration that theyhave registered their names in the databank of Independent Directors as being maintainedby the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 as amended from time to time.

None of the independent directors are aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence. The board of directors have taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe same and in their opinion the Independent Directors fulfill the conditions specifiedin the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act along with the Code of Conduct forDirectors and Senior Management Personnel formulated by the Company as per ListingRegulations.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

On the recommendation of Nomination and Remuneration Committee theCompany has formulated and adopted a Nomination and Remuneration Policy which is inaccordance with the Act and the Listing Regulations. The policy aims to attract retainand motivate qualified people at the board and senior management levels and ensure thatthe interests of Board members & senior executives are aligned with the Company'svision and mission statements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designedwith the following basic objectives:

a. To set out a policy relating to remuneration of Directors KeyManagerial Personnels Senior Management Personnels and other employees of the Company.

b. To formulate criteria for appointment of Directors Key ManagerialPersonnels and Senior Management Personnels.

c. To formulate the criteria for determining qualificationcompetencies positive attributes and independence for appointment of a director.

The Policy is available on the website of the Company at https://

www.skipperlimited.com/Media/Nomination-&-Remuneration-

Policy.pdf

PERFORMANCE EVALUATION OF THE BOARD THE COMMITTEES AND THE INDIVIDUALDIRECTORS

Pursuant to the recommendation of Nomination & Remuneration

Committee the Board of Directors of the Company have formulated aBoard Evaluation Policy which lays down the manner of evaluation of the Board as a wholeits committees and the individual Directors.

The Company has a two tier evaluation system wherein the IndependentDirectors evaluate the performance of the Executive Directors the Chairman and the Boardas a whole and thereafter the Board evaluates the performance of all the individualDirectors the Committees and the Board as a whole. The policy lays down the criteria onwhich the evaluation is to be done and a structured questionnaire (evaluation form) with arating matrix forms part of the Policy. The Chairman as per the evaluation policy of theCompany after discussion deliberation and consultation with all the Directors (exceptthe Director being evaluated) fills up the evaluation form for the individual Directorsthe Committees and the Board as a whole.

During the year under review the Board carried out annual evaluationin accordance with the above said policy and expressed satisfaction and contentment on theperformance of all the Directors the Committees and the Board as a whole. The evaluationmechanism with definite parameters has been explicitly described in the CorporateGovernance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutorymodifications(s) or re-enactment(s) thereof for the time being in force) the Directors ofthe Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31stMarch 2020 the applicable accounting standards have been followed and there are nomaterial departures from the same;

(ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of state of affairs of the Company as at 31st March2020 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 ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities;

(iv) the Annual Accounts for the year ended 31st March 2020have been prepared on a "going concern" basis;

(v) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

(vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 (five) times during the Financial Year 2019-20 viz.on 22nd May 2019 12th August 2019 18th September 201913th November 2019 and 13th February 2020. The details relating toattendance of Directors in each board meeting held during the FY 2019-20 has beenseparately provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors have constituted Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Finance Committee and Business Coordination Committee to dealwith specific areas/activities that need a closer review and to have an appropriatestructure for discharging its responsibilities.

The composition terms of reference attendance of directors at themeetings of all the above committees has been disclosed in the Corporate GovernanceReport.

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR)Committee in terms of provisions of Section 135 of the Act read with Companies (CorporateSocial Responsibility Policy) Rules 2014 inter alia to give directions and assistance tothe Board for leading the CSR initiatives of the Company. The Committee formulates andreviews annual CSR plans and CSR budgets and also monitors the progress of the CSRactivities. The details of the committee have been disclosed in the Corporate GovernanceReport.

The Company has further adopted a Corporate Social ResponsibilityPolicy in accordance with the provisions of the Act which can be accessed athttps://repository.skipperlimited.com/investor-relations/ pdf/CSR-Policy.pdf.

The Company undertakes its CSR activities by largely focusing on thefollowing sectors:

During the financial year ended 31st March 2020 the Companyhas spent Rs. 27.51 million on CSR activities.

The Company's CSR Policy statement and annual report on the CSRactivities undertaken during the financial year ended 31st March 2020 in accordance withSection 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules 2014is set out in the "Annexure-B" to this report.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework thatseeks to identify all kinds of anticipated risks associated with the business and to takeremedial actions to minimize any kind of adverse impact on the Company. The Companyunderstands that risk evaluation and risk mitigation is an ongoing process within theorganization and is fully committed to identify and mitigate the risks in the business.The identification of risks is done at strategic business and operational levels.

The Company has formulated and implemented a risk management policy inaccordance with Listing Regulations to identify and monitor business risk and assist inmeasures to control and mitigate such risks.

The Audit Committee examines inherent and unforeseen risks inaccordance with the policy on a periodical basis and ensures that mitigation plans areexecuted with precision. The Board is also briefed about the identified risks andmitigation plans undertaken by the management at regular intervals.

As on date there are no risks which in the opinion of the Board canthreaten the existence of the Company. However some of the probable risks which mightpose challenges before the Company have been set out in the Management Discussion andAnalysis section of this Annual Report. Details of various foreign exchange risks andcommodity risks faced by the Company during the year have been separately disclosed in theCorporate Governance Report.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act the term Internal FinancialControl ('IFC') means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and early detection of frauds and errorsthe accuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations. These are routinely testedand certified by Statutory as well as Internal

Auditors.

Internal Audit is conducted periodically and the internal auditormonitors and evaluates the efficiency and adequacy of internal control system includinginternal financial control in the Company.

Significant audit observations and follow up actions thereon is firstof all reported to the Audit Committee. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including the Company's risk assessmentprocedures. The Audit Committee also deliberates with the members of the managementexamines the requisite internal control systems and meets the internal auditors andstatutory auditors at quarterly intervals to ascertain their views on the internalfinancial control systems. The Board takes on record the audit findings as reflected inthe internal auditors report and takes into account audit committee's considerations forproper execution of its plans.

Necessary certification by the Statutory Auditors in relation toInternal Financial Control 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 whichis approved and adopted by the Board of Directors of the Company in compliance with theprovisions of Section 177(10) 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 endeavours to provide complete protection to the WhistleBlowers against any unfair practices. The Audit Committee oversees the genuine concernsand grievances reported in conformity with this policy. It is affirmed that no personnelof the Company has been denied access to the Audit Committee and no case was reportedunder this policy during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered into only after receivingprior approval of the Audit Committee. Omnibus approvals are obtained each year fortransactions which are repetitive in nature. A statement of all related party transactionsentered into is placed before the Audit Committee and Board of Directors for its review ona quarterly basis specifying the nature value and terms of the transaction.

In line with the requirements of the Act and the Listing Regulationsand the recommendations of Audit Committee your Company has formulated a policy ondealing with Related Party Transactions ('RPTs') and the same is available on the websiteof the Company at https:// www.skipperlimited.com/Media/RELATED-PARTY-TRANSACTIONS-POLICY.pdf. The Policy intends to ensure that proper approval reporting and disclosureprocesses are in place for all the transactions taking place between the Company andRelated Parties.

During the year under review all transactions entered into by theCompany with related parties were in compliance with the applicable provisions of the Actand the Listing Regulations details of which are set out in the Notes to FinancialStatements forming part of this Annual Report. All the transactions have been dulyevaluated by the Audit Committee and Board and have been found beneficial for the Company.These transactions were inter alia based on various considerations such as businessexigencies synergy in operations and resources of the related parties.

Further the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordancewith the Policy of the Company on materiality of related party transactions. There are nomaterially significant related party transactions that may have potential conflict withinterest of the Company at large.

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

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year the Company has provided a corporate guarantee toPunjab & Sind Bank in relation to credit facilities availed by Skipper- Metzer IndiaLLP in conformity with Section 186 of the Act read with the Companies (Meetings of Boardand its Powers) Rules 2014. The details of the guarantee provided have been mentioned inthe notes to the accounts. No loans were granted or investments was made during the year.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time in respect of Directors/employees of the Company isattached as ''Annexure- C" to this report.

The information required under Section 197(12) of the Act 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 Act the annual report is being sent to the members excludingthe said statement. The said information is readily available for inspection by themembers at the Company's registered office during the business hours on all working daysup to the date of ensuing Annual General Meeting and shall also be provided to any memberof the Company who sends a written request to the Company Secretary.

EMPLOYEE STOCK OPTION PLAN

Your Company has formulated 'Skipper Employee Stock Option Plan 2015'in accordance with SEBI (Share Based Employee Benefits) Regulations 2014 to enable itsemployees to participate in the Company's future growth and financial success and toencourage and reward the performing employees. The Scheme is monitored by the Nominationand Remuneration Committee (also functioning as Compensation Committee) of the Board.

During the year there has been no change in the 'Skipper EmployeeStock Option Plan 2015' (scheme) and the same is in compliance with SEBI (Share BasedEmployee Benefits) Regulations 2014. Further no allotment under the ESOP scheme has beenmade by the Company in the FY 2019-20.

The applicable disclosures as required under SEBI (Share Based EmployeeBenefits) Regulations 2014 is available on the website of the Company athttps://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 beenimplemented in accordance with SEBI (Share Based Employee Benefits) Regulations 2014. Thesaid certificate is available for inspection by the members at the Company's registeredoffice during the business hours on all working days up to the date of ensuing AnnualGeneral Meeting and would also be placed at the ensuing Annual General Meeting forinspection by the members.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

During the year under review your Company has been accordedrecognition from The Department of Scientific and Industrial Research (DSIR) Ministry ofScience and Technology Government of

India for its "In House Research & Development Center"situated at P.O-Barunda PS- Bagnan District-Howrah West Bengal.

Information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated in Section 134(3) (m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 is provided in "Annexure -D" to the Directors' Report.

AUDITORS

Statutory Auditors and Auditor's Report

M/s. Singhi & Co. Chartered Accountants (Firm Registration No.:302049E) have been re-appointed as statutory auditors of the Company for a second term of5 years pursuant to the shareholder's approval obtained in the preceding Annual GeneralMeeting held on 12th August 2019.

M/s. Singhi & Co. fulfills the eligibility and qualification normsas prescribed under the Act the Chartered Accountants Act 1949 and rules and regulationsissued thereunder. In addition the auditors hold a valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India (ICAI).

The Auditor's Report for the financial year ended 31st March 2020 onthe financial statements of the Company forms an integral part of this Annual Report.There is no qualification reservation or adverse remark or disclaimer made by thestatutory auditors in their report nor there are any matters to be reported under Section143(12) of the Act.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act your Company hasappointed M/s. MKB & Associates Practicing Company Secretaries (FRN No.P2010WB042700)as Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2019-20.Accordingly the Secretarial Audit Report for FY 2019-20 is annexed to this report as "Annexure-E"

There is no qualification reservations or adverse remark or disclaimerin the Secretarial Audit Report.

Cost Auditors

As per the requirements of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records for few of its products and accordingly such recordshave been prepared and maintained by the Company.

The Board of Directors on the recommendations made by the AuditCommittee has appointed M/s. AB & Co. Cost Accountants as the Cost Auditors of theCompany to conduct the audit of cost records for the FY 2020-21 in accordance with Section148 of the Act read with Companies (Cost Records and Audit) Rules 2014 at a remunerationof '70000/- plus reimbursement of out of pocket expenses at actuals and applicable taxes.The requisite resolution for ratification of remuneration to be paid to the Cost Auditorfor FY 2020-21 has been set forth in the notice of the impending Annual General Meeting ofthe Company and the same is recommended for your consideration.

The Cost Auditors have certified that their appointment is within thelimits of Section 141(3)(g) of the Act and that they are not disqualified from appointmentwithin the meaning of the said Act.

Relevant cost audit report for the year 2018-19 was submitted to theCentral Government within stipulated time and was free from any qualification or adverseremarks.

Internal Auditors

The Board of Directors of the Company on the recommendations made bythe Audit Committee has appointed Sri Raunak Rathi (a qualified Chartered Accountant) anexisting employee of the Company as Internal Auditors of the Company for the FY 2020-21 inaccordance with Section 138 of the Act read with the Companies (Accounts) Rules 2014.

None of the Auditors of the Company have reported any fraud during theyear under review.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2020in Form No. MGT - 9 as per Section 92(3) of the Act read with Companies (Management andAdministration) Rules 2014 is set out in the "Annexure F" to thisreport and is also available on the website of the Company athttps://www.skipperlimited.com/Media/MGT-9.pdf

DEPOSITS

During the year under review the Company has not accepted any depositsfrom the public within the meaning of Section 73 of the Act read with the Companies(Acceptance of Deposits) Rules 2014. As on March 312020 there were no deposit lyingunpaid or unclaimed.

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

CREDIT RATING

Details of Credit Ratings assigned to the Company are given in theCorporate Governance Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the ListingRegulations a separate section on corporate governance practices followed by the Companytogether with a certificate from the Company's Auditors confirming compliance with thesame has been disclosed under the Corporate Governance Report section of this AnnualReport.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of theCompany as required under the Listing Regulations is provided in a separate section andforms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERALMEETINGS

During the Financial Year 2019-20 the Company has complied with allthe relevant provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings (SS1 and SS2).

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report prepared in accordance with Regulation34(2) of Listing Regulations detailing the various initiatives taken by the Company onthe environmental social and the governance perspective for the year 2019-2020 is set outin the "Annexure G" to this report and is also available on the websiteof the Company at https://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 has always been proactive in providing growth learning platforms safeworkplace and personal development

opportunities to its workforce. The core focus of the Company has beenon improvement and upliftment of the employees through continuous training &development programmes. The human resource department of the Company through itspersistent efforts strives to achieve amicable working and industrial relations and as aresult the employee relations remained cordial throughout the year. The Company had 2028permanent employees on its rolls as on 31st March 2020.

SCHEME OF ARRANGEMENT

During the year the Company reconsidered the scheme of arrangementbetween Skipper Limited and Skipper Pipes Limited for demerger of the polymer productdivision of the Company and withdrew the same.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide a safe and secure workingenvironment for all employees and create ambience in which all employees can work togetherwithout any apprehension of sexual harassment.

The Company has formulated a Policy on Prevention Prohibition andRedressal of Sexual Harassment at Workplace in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules made thereunder and an Internal Complaints Committee (ICC) has also been set up toredress complaints received regarding sexual harassment.

During the year under review no complaints were received under theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

GENERAL DISCLOSURES

Your Directors state that:

1. No material changes and commitments affecting the financial positionof the Company have occurred from the close of the financial year ended 31st March 2020till the date of this report. However the impact on the financial performance of theCompany caused due to the outbreak of CoVID-19 pandemic is explained separately in thenotes to the financial statements.

2. During the year no significant or material orders were passed bythe Regulators or Courts or Tribunals which impact the going concern status and Company'soperation in future.

3. The Company has not issued equity shares with differential rights asto dividend voting or otherwise.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the CentralGovernment State Governments and Company's Bankers for the assistance and co-operationthey extended to the Company. Your Directors also wish to place on record their sincerethanks and appreciation for the continuing support of investors vendors dealersbusiness associates and employees of the Company.

For and on behalf of the Board of Directors

Place: Kolkata Sajan Kumar Bansal Devesh Bansal
Date: 22nd June Managing Director Director
2020 (DIN: 00063555) (DIN: 00162513)

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