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Skipper Ltd.

BSE: 538562 Sector: Engineering
NSE: SKIPPER ISIN Code: INE439E01022
BSE 00:00 | 24 Apr Skipper Ltd
NSE 05:30 | 01 Jan Skipper Ltd
OPEN 25.40
PREVIOUS CLOSE 25.50
VOLUME 1568
52-Week high 71.85
52-Week low 17.55
P/E 7.95
Mkt Cap.(Rs cr) 253
Buy Price 24.45
Buy Qty 25.00
Sell Price 25.00
Sell Qty 4.00
OPEN 25.40
CLOSE 25.50
VOLUME 1568
52-Week high 71.85
52-Week low 17.55
P/E 7.95
Mkt Cap.(Rs cr) 253
Buy Price 24.45
Buy Qty 25.00
Sell Price 25.00
Sell Qty 4.00

Skipper Ltd. (SKIPPER) - Director Report

Company director report

Your Directors take great pleasure in presenting the 38th Annual Report of the Company together with the audited financial statements for the year ended 31st March 2019.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

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

(? in million)

Standalone

Consolidated

Particulars2018-192017-182018-192017-18
Revenue from Operations18708.6921076.1818708.69-
Other Income13.6621.9313.66-
Total Income18722.3521098.1118722.35-
Profit before Finance Cost Depreciation and Tax1824.473047.401824.31-
Finance Cost1015.93784.451015.93-
Depreciation378.70459.06378.70-
Share of Profit/(Loss) of Joint Venture-1(0.16)-
Profit Before Tax429.841803.89429.68-
Tax Expenses (Current & Deferred)117.72626.27117.72-
Profit for the Year312.121177.62311.96-
Other Comprehensive Income3.07(3.01)3.07-
Total Comprehensive Income315.191174.61315.03-

The Company's revenue from operations for Financial Year 201819 was H18708.69 million as compared to RS.21076.18 million in the previous year. The Company's profit before exceptional items and tax was RS.429.84 million during the year as compared to RS.1803.89 million in the previous year. The Company earned a net profit of RS.312.12 million as against a net profit of RS.1177.62 million in the previous year.

The Company's accounts were consolidated for the first time during the year and as such the previous year figures are not comparable.

More details on financial statements of the Company along with other information are available in the Management Discussion & Analysis Report which forms an integral part of this Annual Report.

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

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

DIVIDEND

Your Company has adopted a dividend distribution policy which is currently voluntary in nature for the Company in accordance with the provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as 'Listing Regulations'). The policy inter alia intends to ensure that a balanced and concise decision is taken with regard to distribution of dividend to the shareholders and retaining capital to maintain a healthy growth of the Company and lays down various parameters to be considered by the Board before declaration/recommendation of dividend to the members of the Company. The Dividend Distribution Policy is available on the website of the Company at http://repository. skipperlimited.com/investor-relations/pdf/dividend.pdf.

In line with this policy and in recognition of the financial performance during FY 2018-19 your Directors are pleased to recommend a dividend of 25% i.e 0.25 paise per equity share of face value of H1 each for the financial year ended 31st March 2019.

The total Dividend amount aggregates to H30.94 million including Dividend Distribution Tax thereon. If the dividend as recommended above is declared by the members at the Annual General Meeting the same will be paid within 30 days from the date of declaration to those shareholders whose name appears in the Register of Members as on record date.

In terms of the provisions of Section 124(5) of the Companies Act 2013 (hereinafter referred to as 'Act') the Company did not have an unclaimed/unpaid dividend which was/is required to be transferred to the Investors Education and Protection Fund.

RESERVES

No amount is proposed to be transferred to General Reserve.

SHARE CAPITAL

During the year under review the Company issued and allotted 87250 equity shares of H1 each at a price of H100.00 per share (including premium of H99.00 per share) upon exercise of 87250 options under the Employee Stock Option Scheme of the Company. Consequently the paid-up share capital of the Company increased to H 102670212 consisting of 102670212 equity shares of H1 each.

INTEREST IN JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

During the year the Company has made investment in Skipper- Metzer India LLP a Limited Liability Partnership incorporated on 9th March 2018 and engaged in the business of manufacturing of drip irrigation systems. The Company holds 50% partnership interest in the said LLP and the same has been classified as Joint Venture under Indian Accounting Standards (Ind AS). The LLP was under the project phase during the FY 2018-19 and no operational revenue has been recognized during the year. Accordingly the Consolidated Financial Statements of the Company and its Joint Venture prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules 2015 ('Ind AS') forms part of the Annual Report and is reflected in the Consolidated Financial Statements of the Company.

A statement containing salient features of the financial statements of Joint 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 and forms an integral part of this Report and is marked as Annexure-A

DIRECTORS' & KEY MANAGERIAL PERSONNEL

As on 31st March 2019 the Board consisted of ten Directors comprising of five Independent Directors including a woman director and five Executive Directors. The position of the Chairman of the Board and the Managing Director are held by separate individuals where the Chairman of the Board is an Independent Director.

None of the Directors of the Company are disqualified as specified in Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such authority.

Pursuant to the recommendation of the Nomination & Remuneration Committee the Board of Directors of the Company approved the appointment of Sri Pramod Kumar Shah (DIN: 00343256) as an Additional Director (Independent) of the Company with effect from 30th September 2018. Pursuant to the provisions of Section 161 of the Act he continues to hold office as an Additional Director of the Company up to the date of the ensuing Annual General Meeting. Your Company has received a notice in writing from a member proposing the candidature of Sri Pramod Kumar Shah as a Director on the Board of the Company in accordance with Section 160 of the Act. Further the Nomination & Remuneration Committee and the Board of Directors of the Company have also recommended his appointment as an Independent Director not liable to retire by rotation to the shareholders at the ensuing Annual General Meeting for a period of five years with effect from 30th September 2018.

Sri Amit Kiran Deb (DIN: 02107792) was appointed as an Independent Director of the Company with effect from 23rd September 2014 for a period of five years. Accordingly pursuant to the recommendation of Nomination & Remuneration Committee the Board of Directors at their meeting held on 22nd May 2019 had approved the reappointment of Sri Amit Kiran Deb as an Independent Director of the Company not liable to retire by rotation for a further period of five years with effect from 23rd September 2019 which is subject to approval of shareholders of the Company by way of a special resolution. Your Company had received a notice in writing from a member proposing the re-appointment of Sri Amit Kiran Deb as a Director on the Board of the Company.

Smt. Mamta Binani (DIN: 00462925) was appointed as an Independent Director of the Company with effect from 30th March 2015 for a period of five years. Accordingly pursuant to the recommendation of Nomination & Remuneration Committee the Board of Directors at their meeting held on 22nd May 2019 had approved the re-appointment of Smt. Mamta Binani as an Independent Director of the Company not liable to retire by rotation for a further period of five years with effect from 1st April 2020 which is subject to approval of shareholders of the Company by way of a special resolution. Your Company had received a notice in writing from a member proposing the re-appointment of Smt. Mamta Binani as a Director on the Board of the Company.

Sri Devesh Bansal (DIN: 00162513) and Sri Siddharth Bansal (DIN: 02947929) were appointed as Whole Time Directors of the Company with effect from 1st April 2016 for a period of three years. Accordingly pursuant to the recommendation of Nomination & Remuneration Committee the Board of Directors at their meeting held on 11th February 2019 had approved the re-appointment of Sri Devesh Bansal and Sri Siddharth Bansal as Whole Time Directors of the Company liable to retire by rotation for a period of three years with effect from 1st April 2019 subject to approval of the shareholders of the Company.

Sri Sajan Kumar Bansal (DIN: 00063555) was appointed as Managing Director of the Company with effect from 1st October 2016 for a period of three years. Pursuant to the recommendation of Nomination & Remuneration Committee the Board of Directors at their meeting held on 22nd May 2019 has re-evaluated the tenure of Sri Sajan Kumar Bansal and approved his re-appointment as Managing Director of the Company not liable to retire by rotation for a further period of five years with effect from 1st July 2019 subject to approval of the shareholders of the Company.

Pursuant to the provisions of Section 152(6) (c) of the Companies Act 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 Sri Sharan Bansal (DIN: 00063481) will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. Further Sri Sharan Bansal was appointed as Whole Time Director of the Company with effect from 1st July 2017 for a period of three years. Pursuant to the recommendation of Nomination & Remuneration Committee the Board of Directors at their meeting held on 22nd May 2019 has re-evaluated the tenure of Sri Sharan Bansal and approved his reappointment as Whole Time Director of the Company liable to retire by rotation for a further period of three years with effect from 1st July 2019 subject to approval of shareholders of the Company.

Sri Manindra Nath Banerjee (DIN: 00312918) Independent Director of the Company tendered his resignation from the Board of the Company with effect from the close of business hours on 5th June 2018 due to personal reasons. The Board of Directors placed on record their sincere appreciation for the contributions made by Sri Manindra Nath Banerjee during his tenure as Independent Director of the Company.

Information regarding the directors seeking appointment/ reappointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 and the justification for appointment of Independent Director has been given in the notice convening the ensuing Annual General Meeting.

Sri Amit Kiran Deb serves as the lead Independent Director of the Company.

Sri Sanjay Kumar Agrawal and Sri Manish Agarwal continue to act as the 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) and Smt. Mamta Binani (DIN: 00462925) are Independent Directors on the Board of the Company.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act as well as Regulation 16 of the Listing Regulations.

The Board of Directors of the Company has reviewed the disclosures of independence submitted by the Independent Directors and is of the opinion that the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. Further the Independent Directors have also complied with Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

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

The Company has formulated and adopted a Nomination and Remuneration Policy in accordance with the provisions of Act read with the Rules issued thereunder and the Listing Regulations.

The said Policy of the Company inter alia formulates the criteria for appointment of Executive Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company their remuneration including determination of qualifications positive attributes independence of Directors and such other matters as provided under sub-section (3) of Section 178 of the Act.

The policy aims to attract retain and motivate qualified people at the executive and at the board levels and ensures that the interests of Board members & senior executives are aligned with the business strategy objectives values and long-term interests of the Company.

The policy contains detailed criteria for selection and appointment of the Board members and other executive members and also lays down the compensation structure of Non-Executive Directors Executive Directors Key Managerial Personnel(s) and Senior Management Personnel(s).

The Policy is available on the website of the Company at https:// www.skipperlimited.com/Media/Nomination_&_Remuneration_ Policy.pdf

PERFORMANCE EVALUATION

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

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

The details of the evaluation criteria set for the Independent Directors are set out in the Corporate Governance Report which forms an integral part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the Annual Accounts for the year ended 31st March 2019 the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that day;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts for the year ended 31st March 2019 have been prepared on a going concern basis;

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

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

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the Financial Year 2018-19 viz. on 17th May 2018 9th August 2018 30th September 2018 31st October 2018 13th November 2018 and 11th February 2019. The details of Board meetings held during the financial year attendance of Directors at the meetings etc. have been provided separately in the report on corporate governance forming part of this Annual Report.

COMMITTEES OF THE BOARD

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

The details of all the above committees along with composition terms of reference attendance at meetings are provided in the report on corporate governance forming part of this Annual Report.

There has been no instance where the Board has not accepted the recommendations 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 (Corporate Social Responsibility Policy) Rules 2014 inter alia to give directions to the CSR initiatives of the Company formulate and review annual CSR plans formulate CSR budgets and monitor the progress of the CSR activities. The details of the committee have been disclosed in the corporate governance report.

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

During the financial year ended 31st March 2019 the Company has spent H34.02 million on CSR activities.

The Company's CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March 2019 in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules 2014 is set out in the Annexure-B to this report.

RISK MANAGEMENT

The Company has a comprehensive risk management framework that seeks to minimize adverse impact on business objectives and ensures appropriate identification and treatment of risks. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic business and operational levels.

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

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

The Company through its risk management process aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. However some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

The details of the foreign exchange risk and commodity risks faced by the Company during the year are disclosed separately in the corporate governance report which forms part of this report.

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 and efficient conduct of its business including adherence to Company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices factories and key business areas of the Company.

Internal Audit is conducted periodically and the internal auditor monitors and evaluates the efficiency and adequacy of internal control system including internal financial control in the Company.

Based on the report of internal audit function process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures.

Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and systems. The Audit Committee also deliberates with the members of the management considers the systems as laid down and meets the internal auditors and statutory auditors to ascertain their views on the internal financial control systems.

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/ Whistle Blower Policy which is approved and adopted by the Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. The Policy deals with unethical behavior and provides a framework to promote responsible and secured reporting of undesired activities. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at https://www.skipperlimited.com/Media/Whistle- Blower-Policy.pdf

The employees are free to report any instances of unethical behavior actual or suspected fraud violation of applicable laws and regulations violation of code of conduct financial irregularities abuse of authority disclosure of price sensitive information etc. The Audit Committee oversees the genuine concerns reported under this policy. The Policy provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also have provided them direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under this policy during the year.

RELATED PARTY TRANSACTIONS

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

All transactions entered into by the Company with related parties during the financial year 2018-19 were in compliance with the applicable provisions of the Act and the Listing Regulations and are set out in the Notes to Financial Statements forming part of this Annual Report.

During the year under review the Company has not entered into any contracts/arrangements/transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

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

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 Company has not given any loans or guarantees as prescribed in Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014.

The Company has however made investment in Skipper-Metzer India LLP's a Joint Venture of the Company in which the Company holds 50% partnership interest which is well within the limits specified in Section 186 of the Act. The details of loans granted guarantees provided and investment made are provided in the notes to the accounts.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from 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 Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from time to time forms part of this Board Report. However in terms of Section 136 of the Act the annual report is being sent to the members excluding the said statement. The said information is readily available for inspection by the members at the Company's registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any member of the Company who sends a written request to the Company Secretary.

EMPLOYEE STOCK OPTION PLAN

Your Company has formulated 'Skipper Employee Stock Option Plan 2015' in accordance with SEBI (Share Based Employee Benefits) Regulations 2014 to enable its employees to participate in the Company's future growth and financial success and to encourage and reward the performing employees.

The Scheme is monitored by the Nomination and Remuneration Committee (also functioning as Compensation Committee) of the Board.

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

During the financial year the Company has allotted 87250 equity shares of HI/- each at a premium of H99/- each upon exercise of shares under the scheme and has granted 38000 fresh options to the eligible employees under the scheme. All the necessary compliances in relation to allotment and listing of shares on stock exchanges were duly complied.

During the year 1284250 options were lapsed/ surrendered and the same were brought back to the ESOP pool of the Company.

The applicable disclosures as required under SEBI (Share Based Employee Benefits) Regulations 2014 is available on the website of the Company at https://www.skipperlimited.com/Media/ Disclosure_Pursuant_to_SEBI_(Share-Based-Employee-Benefits)_ Regulations-2014.pdf

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO

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

AUDITORS

Statutory Auditors

The Company's Auditors M/s. Singhi & Co. Chartered Accountants (Firm Registration No.: 302049E) who were appointed with the shareholders' approval at the 33rd Annual General Meeting for a period of five years will complete their present term on conclusion of the ensuing 38th Annual General Meeting of the Company.

The Board on the recommendation of the Audit Committee recommended for the approval of the Members the re-appointment of M/s. Singhi & Co as the Auditors of the Company for a further period of five years from the conclusion of the ensuing 38th Annual General Meeting. Appropriate resolution seeking shareholders' approval to the appointment and remuneration of M/s. Singhi & Co as the Statutory Auditors is appearing in the Notice convening the 38th Annual General Meeting of the Company.

M/s. Singhi & Co. has confirmed their eligibility and qualification required under Sections 139 141 and other applicable provisions of the Act and Rules issued thereunder.

The Auditor's Report for the financial year ended 31st March 2019 on the financial statements of the Company is a part of this Annual Report. There is no qualification reservation or adverse remark made by the statutory auditors in their report nor there are any matters to be reported under Section 143 (12) of the Act.

Cost Auditors

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 as amended from time to time your Company is required to maintain cost records for few of its products and accordingly such accounts are made and records have been maintained by the Company.

The Board of Directors of the Company on the recommendations made by the Audit Committee has appointed M/s. AB & Co. Cost Accountants as the Cost Auditors of the Company to conduct the audit of cost records for the FY 2019-20 in accordance with Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014 at a remuneration of H70000/- plus reimbursement of out of pocket expenses at actuals and applicable taxes. The remuneration to be paid to the Cost Auditor needs to be approved by the shareholders at the ensuing Annual General Meeting of the Company.

A resolution seeking Member's approval for the remuneration payable to the Cost Auditor forms part of the Notice of the Annual General Meeting and the same is recommended for your consideration.

Relevant cost audit report for the year 2017-18 was submitted to the Central Government within stipulated time and was free from any qualification or adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act your Company has appointed M/s. MKB & Associates Practicing Company Secretaries (FRN No.P2010WB042700) as Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2018-19. Accordingly the Secretarial Audit Report for FY 2018-19 is annexed to this report as ''Annexure- E.

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

Internal Auditors

The Board of Directors of the Company on the recommendations made by the Audit Committee has appointed M/s. R. Kothari & Co. Chartered Accountants as Internal Auditors of the Company for the FY 2019-20 in accordance 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 the year under review.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the Company as on 31st March 2019 in Form No. MGT - 9 as per Section 92 (3) of the Act read with Companies (Management and Administration) Rules 2014 is set out in the Annexure F to this report and is also available on the website of the Company at www.skipperlimited.com.

DEPOSITS

During the year under review the Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules 2014.

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

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations a separate section on corporate governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During Financial Year 2018-19 the Company has complied with the relevant provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report (BRR) prepared voluntarily in accordance with Regulation 34(2) of Listing Regulations detailing the various initiatives taken by the Company on the environmental social and the governance perspective for the year 2018-19 is available on the website of the Company at https://www. skipperlimited.com/Media/Business-Responsibility-Report.pdf

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

The employee relations remained cordial throughout the year. The Company had 2205 permanent employees on its rolls as on 31st March 2019.

SCHEME OF ARRANGEMENT

The Board of Directors at its meeting held on 31st October 2018 had considered and approved a Scheme of Arrangement between Skipper Limited (Skipper) and Skipper Pipes Limited (SPL) and their respective shareholders and creditors under section 230 to 232 and other applicable provision of the Act for Demerger of the Polymer Products Division (as defined in the scheme) of Skipper into SPL which included issuance of equity shares by SPL to the equity shareholders of Skipper. The Company subsequently received 'No Objection' letter from the National Stock Exchange of India Limited and BSE Limited on 30th January 2019.

Further on 22nd May 2019 the Board reconsidered the Scheme of Arrangement between Skipper and SPL and decided to withdraw the same.

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

The Company is committed to provide a safe and secure working environment for all employees and create ambience in which all employees can work together without any apprehension of sexual harassment.

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

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

GENERAL DISCLOSURES

Your Directors state that:

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

2. No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended 31st March 2019 till the date of this report.

3. During the year no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

4. The Company has not issued equity shares with differential rights as to dividend voting or otherwise.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work solidarity cooperation and dedication during the year.

The Board conveys its appreciation for its customers shareholders suppliers as well as vendors bankers business associates regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors
Sajan Kumar Bansal Devesh Bansal
Managing DirectorDirector
(DIN: 00063555)(DIN: 00162513)
Place: Kolkata
Date: 22nd May 2019