Directors' Report 

Dear Shareholders,

Your Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL PERFORMANCE REVIEW

A. Revenue Achievements

The total gross income of your Company increased to Rs. 14589 million from Rs. 11672.86 million in the previous year achieving a growth of around 25% on year to year basis.

B. Profitability

The Company has registered operational growth as evidenced by the fact that it has achieved EBIDTA of Rs. 2168.17 million this year which is 93% higher than the EBIDTA of the previous year. At the same time Profit before taxation has also increased to Rs. 1365.68 million from Rs. 367.15 million in the previous year showing a marvelous growth of 272%. Similarly, the Profit after taxation has also increased to Rs. 891.71 million from Rs. 269.10 million in the previous year registering a growth of 231%.

DIVIDEND & RESERVES

Your directors recommend for consideration of the shareholders at the Annual General Meeting, payment of dividend for the financial year ended 31st March, 2015 of Rs. 1.30 (i.e. 130%) per equity share (previous year Rs. 0.15 per equity share) of Rs. 1 each. Total dividend pay out for the year will amount to Rs. 160.09 million (inclusive of dividend tax of Rs. 27.08 million).

Your directors have made this recommendation after careful consideration of your Company's performance and its reserves and an assessment of fund requirement of the Company. The Company has transferred Rs. 134.72 million to general reserve during the year under review. 

STATE OF COMPANY'S AFFAIRS/ BUSINESS OPERATIONS

Your Company has been continuously doing well and during the year under review it has come with improved performance. During the year under review the Company has crossed the Rs. 1000 million level of gross revenue from its PVC segment. The gross revenue from this segment is Rs. 1023 million which is higher by more than 48% of the turnover achieved in this segment in the previous year. The management is planning to make further expansion in this segment both in terms of volume as well as areas of operations geographically.

This year engineering products (catering to Power T & D) division has been the major contributor to the turnover of the Company. The Company is having plenty of orders for both domestic as well as Export for supply of Tower. The Export Revenue of the Company during the year under review has doubled in comparison to the previous year. The Company has started exports in large volume to key markets in Latin America. The positive effect of backward integration towards production of Nuts and Bolts together with angles has been seen in the performance of the Company. The inflow of orders and consequent increase in the volume of operations has necessitated enhancement of production capacity and the company has done capital expenditure for the purpose.

Tubular products business of the Company which is engaged in production of Swaged Poles, High mast Poles and other tubular products is doing very well and has been contributing to the top line as well as bottom-line of the Company.

All the divisions of the Company have been performing well and efforts have always been there to make improvement in the working of all the divisions.

CURRENT YEAR'S OUTLOOK

In the Current year your Company is going for expansion of its PVC division by setting up manufacturing facilities in northern and north eastern part of the Country. The outcome of which will be seen in the forthcoming periods. This division is expected to grow nationwide and make a valuable contribution to the growth of Company. The Company has entered into the technological tie ups with two foreign companies, who are pioneers in their respective field and have a global presence. The Company has become the manufacturing partner of Sekisui a Japanese Company which is one of the world's leading manufacturers of CPVC compound, for manufacturing premium quality CPVC pipes. Secondly the Company has entered into tie up with WAVIN, a Netherland based Company, which is one of the world's most renowned plumbing technology companies, for launching in India, the most advanced plumbing systems in the world.

The PVC segment of the Company is expected to grow at a rapid pace with the above referred tie- ups with foreign companies and the Company is hopeful of becoming a Pan India brand in the PVC piping space in the near future.

The Company has a very strong order book position, including export orders, which alongwith domestic market is likely to put the Transmission and Distribution business of the Company loaded with high volume of operations. The Company has been making continuous enhancement in production capacity for catering to the needs of the business. This division is expected to contribute more and more in the growth of the Company.

The Company is having orders for tubular products like high mast poles, swaged poles as well as in Service divisions like Horizontal Directional Drilling and Erection, Painting and Commission which are expected to provide the improved performance in the current year.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Siddharth Bansal (DIN: 02947929) retire by rotation at the ensuing Annual General Meeting and being eligible had offered himself for reappointment.

Mr. Sadhuram Bansal, Chairman Emeritus of the Company passed away in September, 2014. The Board places on record its deep appreciation for the valuable contributions made by him in the formation and growth of the Company.

The shareholders in the Annual General Meeting held on 23rd September 2014 approved the appointment of existing Independent Directors, Mr. Amit Kiran Deb (DIN: 02107792), Mr. Manindra Nath Banerjee (DIN: 00312918) and Mr. Shyam Bahadur Singh (DIN: 01982407) as Independent Director of the Company under the Companies Act, 2013, not liable to retirement by rotation, to hold office for a period of 5 years from their date of appointment.

The members in the said Annual General Meeting have also approved re-appointment of Mr. Sharan Bansal (DIN: 00063481) as Whole time Director of the Company.

Mr. Shankarlal Poddar (DIN: 00063472) was appointed as an Additional Director on 7th November, 2014 and Mrs. Mamta Binani (DIN: 00462925) was appointed as an Additional Director (Category: Independent) on 12th February, 2015. The members through postal ballot on 30th March, 2015 have approved appointment of Mr. Shankarlal Poddar (DIN: 00063472) as Whole Time Director and Mrs. Mamta Binani (DIN: 00462925) as Independent Director.

During the year under review the Board of Directors has appointed Mr. Sanjay Kumar Agrawal as the Chief Financial Officer of the Company and Mr. Arbind Kumar Jain continues to be the Company Secretary of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149 OF THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As required under the provisions of the Companies Act, 2013 and the Listing Agreements, all the Independent Directors have confirmed that they meet the criteria of independence.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows the process of familiarizing the Independent Directors about the business of the Company, the nature of industry in which the Company operates, their roles, rights and responsibilities in the Company at regular intervals. The familiarization programme is available on the website of the Company www.skipperlimited.com

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

In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee have adopted a policy for selection and appointment of Directors/ Key Managerial Personnel/ Senior Managerial Personnel and their remuneration, including criteria for determination of qualification, positive attributes and independence of Directors. The remuneration policy is attached herewith as Annexure A.

PERFORMANCE EVALUATION

The Board has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Nomination and Remuneration Committee carried out an exercise to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company etc.

The performance evaluation of the Chairman and the Non Independent Directors and Board as a whole was also carried out by the Independent Directors.

Taking into consideration the evaluation exercise carried out by the Nomination and Remuneration committee and Independent Directors at their separate meeting, the Board carried out a formal annual performance evaluation of all the Directors (including Independent Directors), its own performance and that of its Committees.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 134 (5) of the Companies Act, 2013, and based on the  representations received from the operating Management, The Board of Directors of the Company hereby state and confirm that :

i. i n the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same;

ii. t he directors have selected such accounting policies as mentioned in note 1 to the Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that day;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts for the year ended 31st March, 2015 have been prepared on a "going concern" basis;

v. the directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively; vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. The details have been furnished in Report on Corporate Governance.

AUDIT COMMITTEE

The details relating to the composition of the committee and number of meeting held in provided in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of the Companies Act, 2013 the Company has constituted a Corporate Social Responsibility Committee. The details relating to the composition and number of meeting held in provided in the Corporate Governance Report. The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website www.skipperlimited.com

The Company has contributed/spent funds for the purpose of promotion of education, eradication of Hunger and Poverty, improvement of health and medical aid and to the Prime Ministers National Relief Fund. The Annual Report on CSR activities is annexed herewith in Annexure -B

RISK MANAGEMENT

During the year, your directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework and (b) overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The risk management policy was reviewed and approved by the Committee. Further as on date there are no material risk which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has internal Control Systems commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit Function is defined in the Internal Audit Manual. To maintain its objectivity and independence the Internal Audit functions report to the Chairman of the Audit Committee of the Board and to the Chairman and Managing Director.

The internal audit department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures, and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy to provide a framework to promote responsible and secure reporting of undesired activities. Protected disclosures can be made by a whistle blower through an E mail or letter to the Vigilance Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism may be accessed on the Company's website www.skipperlimited.com

RELATED PARTY TRANSACTIONS:

All related party transaction that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of the transaction with related parties are provided in the notes of the financial statements.

All Related Party Transactions are placed before the Audit Committee for approval. The Audit Committee reviews all related party transactions quarterly. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The related party transaction policy as approved by the Board has been uploaded on the company's website www.skipperlimited.com. Further, the Form AOC - 2 is not attached with this Report as there were no such related party transactions for which disclosure under Rule 8 of the Companies (Accounts) Rules, 2014 is required.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's share and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the code.

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

The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND OTHER STATUTORY INFORMATION

Information as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in Annexure-C

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act are provided in Annexure-D to this Report.

STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Companies Act 2013, M/s. Singhi & Company, Chartered Accountants, were appointed Statutory Auditors for a period of five years at the Annual General Meeting of the Company held on 23rd September, 2014.

However, in accordance with the provisions of Section 139 of the Companies Act, 2013, their continuance of office as Auditors shall be subject to ratification of members at the forthcoming Annual General Meeting.

M/s Singhi & Company has confirmed that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013. Your Directors recommend their appointment for ensuing year.

Members are requested to ratify their appointment as the Statutory Auditors of the Company.

A resolution proposing appointment of M/s. Singhi & Co. as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, forms a part of the Notice convening the Annual General Meeting. 

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

COST AUDITORS

In accordance with the provisions of Section 148 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s AB & Co., Cost Accountants, to conduct cost audit of the Company for the year 2014-15 and had recommended their remuneration to the shareholders which was ratified at the Annual General Meeting held on 23rd September, 2014.

The Board of Directors have appointed M/s AB & Co., Cost Accountants as the Cost Auditors for the financial year 2015-16 and their remuneration is sought to be ratified by the shareholders at the forthcoming Annual General Meeting.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company has appointed M/s MKB & Associates, a firm of Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure -E. The Secretarial Audit Report does not contain any major qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

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

DEPOSITS

Your Company has not accepted any deposits from public under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 during the financial year under review. Further there is no unclaimed deposit as on 31st March, 2015.

DISCLOSURE AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011,

Based on the information received from the Promoters and as required under Clause 10(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, persons constituting ''Group'' as defined in the Monopolies and Restrictive Trade Practices Act, 1969, for the purpose of Regulation 10 are as under:

Mr. Sajan Kumar Bansal, Mr. Sharan Bansal, Mr. Devesh Bansal, Mr. Siddharth Bansal, Mrs. Ram Murti Bansal, Mrs. Meera Bansal, Mrs. Sumedha Bansal, Mrs. Rashmi Bansal, Mrs. Shruti M Bansal, Skipper Realties Limited, Sadhuram Jhajjarwala (HUF), Sajan Kumar Bansal & Sons (HUF), Skipper Telelink Limited, Skipper Plastics Limited, Skipper Polypipes Private Limited and Ventex Trade Private Limited.

LISTING INFORMATION

Your directors have pleasure to inform you that Equity Shares of your Company have been listed with NSE Limited with effect from 27th May, 2015 in addition to the prevailing listing with BSE Limited.

There were no trading in the equity shares of the Company at the Calcutta Stock Exchange Ltd. and the U P Stock Exchange Ltd., hence, the equity shares of the Company have been delisted from these stock exchanges.

The majority of Equity Shares of the Company are in dematerialized form. The ISIN No. of the Company is INE439E01022.

CORPORATE GOVERNANCE

Your directors affirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Report on Corporate Governance as per requirement of Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board. The report is enclosed separately.

COMPLIANCE CERTIFICATE FOR CORPORATE GOVERNANCE

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached separately.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company is committed to maintain cordial relationship with the work  force. The company is holding ISO 18001 and ISO 14001 Certification for Health and Safety Standards and Environment Management Standards. The Company keeps on educating the work force for ensuring the safety and precautionary measures to be taken for safety of themselves as well as equipments and the environment. The Company motivates the work force to adhere to the safety instructions and a proper working environment is provided to the work force. The Company has arrangement for removal of wastes and medical facilities are available at the factory premises. The Company interacts with the work force and necessary actions are initiated as per the requirement as deemed necessary.

The Company rewards the best performers and motivates others to come forward to contribute for the growth of the Company. The efforts of all the work force as well as other employees including executives of all levels are appreciated by the Company.

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

The Company has adopted a policy for prevention, prohibition and redressal of sexual harassment at work place in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employee of the Company are covered by the policy.

Summary of complaints received and disposed off:

No of Complaint received - Nil No of Complaint disposed - N.A

GENERAL

Your Directors state that:

1. During the year there was no Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. During the year there was no Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

4. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report.

5. During the year there was no change in the nature of business.

6. The Company does not have any subsidiary, associate or joint venture company.

ACKNOWLEDGEMENT

Your directors express deep sense of appreciation for assistance and support received from the Banks, Government Authorities, Customers, suppliers, business associates, shareholders and Central and State Government and the society as a whole. Your directors place on record their appreciation for committed services by Company's executives, staff and workers. 

For and on behalf of the Board of Directors

Sajan Kumar Bansal Managing Director

Devesh Bansal Director 

Place: Kolkata    

Date: 28th July, 2015