SKIPPER LIMITED - Bombay Stock Exchange LIMITED Registered & Corporate Office: 3A Loudon Street, 1st...

INFORMATION MEMORANDUM For Direct Listing on BSE Limited

SKIPPER LIMITED

Registered & Corporate Office: 3A Loudon Street, 1st Floor,

Kolkata - 700017 Phone: +91-33-2289-2327/5731/5732

Fax: +91-33-2289-5733

Compliance Officer: Mr. Arbind Kumar Jain, Company Secretary

E-mail: [email protected] Website: www.skipperlimited.com

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INFORMATION MEMORANDUM

FOR LISTING OF

10,23,16,462 EQUITY SHARES OF RE. 1/- EACH FULLY PAID-UP

OF

SKIPPER LIMITED

CIN: L40104WB1981PLC033408

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Absolute Responsibility of Skipper Limited

Skipper Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in the Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum, as a whole or any of such information or the expression of any such opinions, misleading in any material respect.

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TABLE OF CONTENTS

TITLE Page No.

I. Definitions and Abbreviations

1. General - Definitions and Abbreviations 5

2. Certain Conventions 7

3. Forward Looking Statements 8

II. Risk Factors 9

III.Introduction

1. Summary of Industry & Business 14

2. General Information 17

3. Financial Information 20

4. Statement of Dividend 24

5. Capital Structure 25

IV. About the Company

1. Industry Overview 32

2. Business Overview 36

3. History and Corporate Structure 45

4. Our Management 47

5. Promoters & Group Companies 54

V. Key Industry Regulations and Policies in India 59

VI. Financial Information

1. Financial Indebtedness 63

2. Stock Market Data of our Equity Shares 65

VII. Outstanding Litigation 66

VIII. Main Provisions of the Articles of Association 70

IX. Declaration 75

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GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, the following terms have the meanings as given below. References to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments, modifications and re-enactment notified thereto, from time to time.

In this Information Memorandum, unless the context otherwise indicates, all references to “we”, “us”, “our”’, “SL”, “the Company”, “our Company” are to Skipper Limited, a company incorporated in India under the Companies Act, 1956 (“the Companies Act”) and having Registered Office at 3A Loudon St, 1st Floor, Kolkata - 700017, West Bengal, India.

Glossary of Terms/ Abbreviations Term Description Act or Companies Act The Companies Act, 1956, and any re-enactment, amendment and

modification thereof form time to time AGM Annual General Meeting Articles of Association or Articles or AoA

The Articles of Association of our Company, as amended from time to time

Auditors The statutory auditors of Skipper Limited, Patanjali & Co., Chartered Accountants

Board or Board of Directors The Board of Directors of our Company BSE BSE Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited Corporate Office 3A, Loudon Street, 1st Floor, Kolkata – 700017, West Bengal

Depositories Act The Depositories Act, 1996, as amended from time to time

Director(s) The Directors of our Company

EGM Extraordinary General Meeting

EPC Engineering Procurement Construction EPS Earnings Per Share

Equity Shares Equity Shares of the Company of face value of Re. 1/- each, unless otherwise specified in the context thereof

ERW Electric Resistance Weld

FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the regulations / notification issued there under

Financial Year/fiscal year/ FY/ fiscal

Period of twelve months ended March 31 of that particular year, unless otherwise stated.

HDD Horizontal Directional Drilling

Memorandum of Association or Memorandum or MoA

The Memorandum of Association of our Company, as amended from time to time

P/E Ratio Price / Earning Ratio PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

Promoter Group The persons and entities constituting our promoter group pursuant to Regulation 2(1)(zb) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

Promoters Mr. Sajan Kumar Bansal

RBI The Reserve Bank of India

Registered Office 3A, Loudon Street, 1st Floor, Kolkata – 700017, West Bengal

ROC The Registrar of Companies, West Bengal RoNW Return on Net-worth

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Term Abbreviation

AS Accounting Standards as issued by the Institute of Chartered Accountants of India

CIN Corporate Identity Number

DIN Director Identification Number

FI Financial Institution

GDP Gross Domestic Product

GoI The Government of India

IT Act The Income Tax Act, 1961, as amended from time to time

LC Letter of Credit

N.A. or NA Not Applicable

NSDL National Securities Depository Limited

p.a. or pa Per Annum

p.m. or pm Per Month

R&D Research and Development

Re./Rs./` Indian National Rupee

SEBI Securities and Exchange Board of India

SEBI ACT Securities and Exchange Board of India Act, 1992, as amended from time to time

The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the Companies Act, 2013 and Companies Act, 1956 to extent not repealed and as may be applicable, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of Articles of Association of the Company”, shall have the meanings given to such terms in that section.

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CERTAIN CONVENTIONS

USE OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION

Certain Conventions In this Information Memorandum, unless the context otherwise requires or stated otherwise, the financial data is derived from our financial statements prepared in accordance with the applicable regulations. Financial Data Unless indicated otherwise, the financial data in this Information Memorandum is derived from our audited financial statements for fiscal 2014, 2013, fiscal 2012, fiscal 2011, fiscal 2010 and fiscal 2009, prepared in accordance with the Generally Accepted Accounting Principles in India (“Indian GAAP”) and the Companies Act. Our fiscal year commences on April 1 of the immediately preceding year and ends on March 31 of that year, so all references to a particular fiscal year are to the 12 month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. All decimals have been rounded off to two decimal points. Currency and Units of Presentation All references to “Rupees” or “`” are to Indian Rupees, the official currency of the Republic of India. Except where specified in this Information Memorandum, all figures have been expressed in “lacs” which means “100 thousand” and a “crore” means “100 lacs”. All references to “US$”, “U.S. Dollar”, “USD” or “US Dollars” are to United States Dollars, the official currency of the United States of America. All references to “€” are to Euros, the single currency of the participating member states in the third stage of the European and Economic Monetary Union of the treaty establishing the European Community. Industry and Market Data Industry and Market data used throughout this Information Memorandum has been obtained from publicly available documents from various sources believed to be reliable but neither it has been independently verified by us nor its accuracy and completeness is guaranteed, and its reliability cannot be assured. Although we believe the industry and market data used in this Information Memorandum is reliable, it has not been independently verified by us. The data used in this Information Memorandum taken from various sources may have been reclassified by us for purposes of presentation. Data from various sources may also not be comparable. The extent to which the industry and market data is presented in this Information Memorandum is meaningful depends upon the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct.

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FORWARD LOOKING STATEMENTS Statements included in this Information Memorandum which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “ estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “ should”, “will pursue” and similar expression or variations of such expressions, that are “forward-looking statements”. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: General economic and business conditions in India and globally.

Our ability to successfully implement our strategy, our growth and expansion, technological

changes, our exposure to market risks that have an impact on our business activities or investments.

The changes in monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices.

The performance of the financial markets in India and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.

Changes in the value of the Rupee and other currencies. The occurrence of natural disasters or calamities. Change in political and social conditions in India. The Loss or shutdown of operations of our Company at any time due to strike or labour

unrest. The loss of our key employees and staff.

Our ability to respond to technological changes.

Our ability to meet capital expenditure requirements.

Infrastructure growth in India and globally.

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RISK FACTORS

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other implications of any of the risks mentioned herein. A. Internal Risk Factors 1. Outstanding litigations/disputes/cases against the Company

Our Company is involved in certain legal proceedings, incidental to its business and operations, which if determined against the Company, could have an adverse impact on the results of its operations and financial condition. Detailed information on legal proceedings has been provided in the section called Outstanding Litigations on page no.66 of this information memorandum. Please refer the same.

2. If we are not able to obtain, renew or maintain the statutory and regulatory permits and approvals required to operate our business, it may have a material adverse effect on our business. We are required to obtain and maintain certain approvals, licenses, registrations and permits in connection with our business and operations. There can be no assurance that we will be able to obtain and maintain such approvals, licenses, registrations and permits in the future. An inability to obtain or maintain such registrations and licenses in a timely manner, or at all, and comply with the prescribed conditions in connection therewith may adversely affect our ability to carry on our business and operations, and consequently our results of operations and financial condition.

3. Our Company has entered into related party transactions with the promoters and/or

Directors and the Group Companies

The company has entered into transactions with the related group companies. Whilst the Company believes that all such transactions have been conducted on an “arm’s length basis”, there can be no assurance that the Company could not have achieved more favourable terms had such transactions not been entered into with related parties. Furthermore, it is likely that the Company may enter into related party transactions in the future. There can be no assurance that such transactions individually or in the aggregate, will not have an adverse effect on the Company’s business and results of operations.

4. Factors affecting the infrastructure development, in particular, global economic conditions, may adversely affect our business, financial condition, results of operations and prospects. Our operating margins and results of operations are influenced by factors relating to the infrastructure development, including but not limited to delays in getting approvals, lack of new awards being made, lack of alternatives to fund new projects and general economic conditions. Further, changes in the international prices of steel and steel products, downturns in requirements of processed steel by traditional bulk steel end users or their customers, and slowdowns in our core buying industries such as Power, Construction, General & Heavy Engineering and Telecom also affects our operating margins and results of operations.

5. Our failure to accurately forecast and manage inventory could result in an unexpected shortfall and/or surplus of products, which could harm our business. We monitor our inventory levels based on our own projections of future demand. Because of the length of time necessary to produce commercial quantities of our products, we must make production decisions well in advance of sales. An inaccurate forecast of demand for any product can result in the unavailability/surplus of products. This unavailability of products in high demand may depress sales volumes and adversely affect customer relationships. Conversely, an inaccurate forecast can also result in an over-supply of products, which may

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increase costs, negatively impact cash flow, reduce the quality of inventory, erode margins substantially and ultimately create write-offs of inventory. Any of the aforesaid circumstances could have a material adverse effect on our business, results of operations and financial condition. The conditions for storing / warehousing the same have to be controlled and constantly monitored, in order to maintain quality of our product. Any deficiency in the same would adversely affect our profitability and results of operations.

6. Under-utilisation of capacity may adversely affect our business, results of operations and financial condition. Use of production capacity is subject to several variables like availability of raw material, power, water, proper working of machinery, orders on hand, etc. It cannot be assured that we shall be able to utilize our existing manufacturing facilities to their full capacity or up to an optimum capacity, and non-utilisation of the same may lead to loss of profits or can result in losses, and may adversely affect our business, results of operations and financial condition.

7. Our business is dependent on our manufacturing facilities. The loss of or shutdown of operations at our manufacturing facilities may have a material adverse effect on our business, financial condition and results of operations. Our manufacturing facilities at Jangalpur and Madhabpur, Howrah, West Bengal are subject to operating risks, such as the breakdown or failure of equipment, power supply or processes, performance below expected levels of output, raw material shortage or unsuitability, obsolescence, labour disputes, strikes, lock-outs, non-availability of services of our external contractors, our ability to respond to technological advances and emerging industry standards and practices in the industries we operate and propose to operate on a cost-effective and timely basis, earthquakes and other natural disasters, industrial accidents and the need to comply with the directives of relevant government authorities, and any other factors which may or may not be within our control. The occurrence of any of these risks could significantly affect our operating results. Although we take precautions to minimize the risk of any significant operational problems at our facilities, our business, financial condition, results of operations and the trading price of our Equity Shares may be adversely affected by any disruption of operations at our facilities, including due to any of the factors mentioned above.

8. Significant increase in prices or shortage of raw materials and finished goods could harm the results of operations and financial position of our Company. In the recent past, there have been fluctuations in the prices of critical raw materials. Such fluctuations in prices of raw material and our Company’s inability to negotiate at optimum market rates may affect our profitability. Similarly, the prices of finished products have also shown price variations, which may impact our profitability.

9. Our Company is dependent on its management and any inability on their part to contribute to the business may affect its performance.

The success of our Company is dependent on the experience of its management. All the expansion strategies and their implementation have been envisaged by; and will be executed by the management with the assistance of our Key Managerial Personnel. Any failure of the management to successfully implement and contribute to the Company’s business would result in our Company not meeting its expansion plans and strategies. Further, if the management is not able to manage the operations of our Company in an efficient and effective manner, it will affect the profitability of our Company.

10. We have significant working capital requirements. Our business involves significant working capital. We meet our working capital requirements through internal accruals and debt. Any shortfall in our internal accruals and our inability to raise debt would result in us being unable to meet our working capital requirements, which in turn will negatively affect our financial condition and results of operations.

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11. Our ability to pay dividends will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditure, lender’s approvals and other factors. The amount of our future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditures, lender’s approvals and other factors. There can be no assurance that we shall have distributable funds or that we will declare dividends.

12. We face substantial competition in the industry, which may affect our revenues in case we are not able to obtain customers and orders. The Company is producing both Iron & Steel and PVC products and providing the services in the area of HDD & EPC which are mainly for infrastructure development. We will face significant competition from existing players and potential entrants in the Indian steel product industry. Further, we will face significant competition mainly from large vertically integrated and diversified companies in Steel industry.

13. Changes in interest rates could affect our results of operations and financial condition. Changes in interest rates could affect our cost of borrowings and our results of operations and financial condition. As of March 31, 2014, Rs. 288.93 crores of our total indebtedness was at floating rates of interest, based on the prime lending rates/base rates of our respective lenders. Further, with regards to our USD 4.73 million External Commercial Borrowings from Allahabad Bank, we have not entered into hedging transactions to hedge against fluctuations in foreign currency. See the risk factor titled "Risks arising from exchange rate fluctuations". If the interest rates for our existing or future borrowings increase significantly, our cost of funds will increase. This may adversely impact our results of operations, planned capital expenditures and cash flows. Further, there can also be no assurance that our existing hedging arrangement or any future hedging arrangements we enter into will successfully protect us from losses due to fluctuations in interest rates because we do not hedge all of our floating rate debt.

14. Risks arising from exchange rate fluctuations. We are exposed to risks related to exchange rate fluctuations, particularly with respect to the U.S. dollar, because we report our results in Indian rupees but have transactions in foreign currencies i.e. External Commercial Borrowings, import of raw materials & machinery and sales. As a result, any changes in currency exchange rates may affect our results of operations. Further, as at March 31, 2014, USD 4.73 Million consists of External Commercial Borrowings. In order to reduce our currency exchange risks, we currently have hedging arrangements for majority of foreign currency transactions. However, there can be no assurance that such measures will enable us to avoid the effect of any adverse fluctuations in the value of the Indian rupee against the U.S. dollar or other relevant foreign currencies. In addition, we have to rely on imports to meet part of the raw materials and machinery requirements. Accordingly, any depreciation of the Indian rupee against the U.S. dollar or other foreign currencies may adversely affect our results of operations by increasing the cost of financing of any debt denominated in foreign currencies or any proposed capital or revenue expenditure in foreign currencies. If we are unable to pass on the costs of foreign exchange variations to our customers, depreciation of the Rupee against foreign currencies may adversely affect our results of operations and financial condition.

15. Industrial disputes and labour problems may lead to disruptions in operations. The operations of the Company could be adversely affected by strikes, work stoppages or other industrial relation problems.

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B. External Risk Factors

1. Our business is significantly dependent on various Government entities and could be materially and adversely affected if there are adverse changes in the policies of such Government entities The Government and State Governments in India are making substantial investments in infrastructure development and construction. Consequently, our business is significantly dependent on projects undertaken by Government entities. Any adverse change in the focus or policy framework regarding infrastructure development by the Government of India or any other State authority, could adversely affect our operational and financial performance.

2. Demand for our products depends on domestic and regional economic growth The infrastructure development business is dependent on the level of domestic, regional and global economic growth, international trade and consumer spending. The rate of growth of India’s economy and of the demand for infrastructure services in India may fluctuate over the years. During periods of strong economic growth, demand for such services may grow at a rate equal to, or even greater than, that of the GDP. Conversely, during periods of slow GDP growth, such demand may exhibit slow or even negative growth. Global economic developments have adversely affected the Indian economy. There can be no assurance that future fluctuations in economic or business cycles, or other events that could influence GDP growth, will not have a material adverse effect on our business, cash flows and results of operations.

3. Failure to comply with environmental laws, rules and regulations may adversely affect our business operations. A failure on our part to adequately comply with applicable environmental laws, rules and regulations, could hamper or adversely impact the operations of our Company, and consequently, could adversely affect the Company and its cash flows and profitability.

4. Changes in Government Policies and political situation in India could adversely affect our business operations. Since 1991, successive Indian governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant. Although the Central government has announced policies and taken initiatives that support the economic liberalization policies that have been pursued by previous governments, the rate of economic liberalization could change, and specific laws and policies affecting foreign investment and other matters affecting investment in our securities could change as well.

5. Terrorist attacks and other acts of violence or war involving India, and other countries could adversely affect the financial markets, result in a loss of business confidence and adversely affect the business, results of operations and financial condition. Terrorist attacks and other acts of violence or war may negatively affect the Indian stock markets and also adversely affect the global financial markets. These acts may also result in a loss of business confidence and have other consequences that could adversely affect the business, results of operations and financial condition.

6. Sensitivity to the economy and extraneous factors.

The Company’s performance is highly correlated to the performance of the economy and the financial markets. The health of the economy and the financial markets in turn depends on the domestic economic growth, state of the global economy and business and consumer confidence, among other factors. Any event disturbing the dynamic balance of these diverse factors would directly or indirectly affect the performance of the Company.

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7. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of our Equity Shares could be adversely affected.

8. Changes in taxation policies could adversely affect our business operations & results of operations. Statutory taxes and other levies may affect our margin in the event of our inability to factor such expense in our trading margin. Any increase in taxes and/ or levies, or the imposition of new taxes and/ or levies in the future, may have a material adverse impact on our business, results of operations and financial condition.

9. We are subject to risks arising from interest rate fluctuations, which could adversely affect our business, financial condition and results of operations. Changes in interest rates could significantly affect our financial condition and results of operations. If the interest rates for our existing or future borrowings increase significantly, our cost of servicing such debt will increase. This may adversely impact our results of operations, planned capital expenditures and cash flows.

10. Any downgrading of India’s debt rating by an international rating agency could have a negative impact on our business and could materially affect our future financial performance and the trading price of our equity shares. Any adverse revisions to India‘s credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing may be available. This could have an adverse effect on our business and future financial performance, our ability to obtain financing for capital expenditures and the trading price of our Equity Shares.

11. Political, economic and social developments in India could adversely affect

company’s business.

Any change in regulations, domestic or international, having an impact on the infrastructure development in general, will affect the industry as a whole.

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INTRODUCTION

SUMMARY OF INDUSTRY & BUSINESS

The following summary should be read with the Risk Factors included from page numbers 9 to 13 of this Information Memorandum and the more detailed information about the Company and the financial statements included in the Information Memorandum. INDUSTRY The infrastructure is an integral part of Indian economy and a conduit for a substantial part of its development investment, is poised for growth on account of industrialization, urbanization, economic development and people's rising expectations for improved quality of living. After recording a spectacular growth of over 12%, more than the country’s GDP in the past half decade, the Indian construction sector all of a sudden lost stream in last fiscal largely due to global financial turmoil. But few sectors such as power, telecom, urban infrastructure, railways, oil and gas, which are also generating large share of construction activities have not been affected badly. These segments have registered a noticeable growth in project orders from centre, states, and local firms. In India, construction is the second largest economic activity after agriculture. Construction accounts for nearly 65 per cent of the total investment in infrastructure and is expected to be the biggest beneficiary of the surge in infrastructure investment over the next five years. Investment in construction accounts for nearly 11 per cent of India’s Gross Domestic Product (GDP). As opportunities in the sector continue to come to the fore, foreign direct investment has been moving upwards. For further details see the section on Industry Overview on page no. 32 of the Information Memorandum. OUR BUSINESS Skipper Limited is the flagship company of the Kolkata based, S K Bansal Group led by Mr. Sajan Kumar Bansal. Over the decades, the flagship Skipper Limited (founded in 1981) has emerged as a leading manufacturer of Power Transmission Towers, Telecom Towers, PVC, GI, and SWR Pipes & Fittings, Tubular poles, Scaffolding systems. The Company has three manufacturing facilities in the state of West Bengal. Skipper Limited prides on its quality and service; the ability to reach products across the country through its dealer distribution network; the ability to customize products as per specific sectoral and customer needs; the ability to graduate from mere product sale to turnkey tower installation solutions; and the ability to expand from manufacturing to service. These values have helped the company to grow from a turnover of Rs. 100 crores in 2006-7 to over Rs.1,000 crores in 2012-13 with a vision to grow to Rs.5,000 crores by 2020. Skipper has firmly established itself as among the three largest Transmission Tower manufacturing companies in India and among the 10 largest in the world. Skipper is the first choice for Tower supplies for all major EHV Transmission projects in India and is probably the only company in India to operate in all 3 verticals for Power Transmission – Angle Rolling, Tower production and EPC Line construction. The Company also offers a huge range of Plumbing Pipes and Fittings which are used in different areas such as Agricultural, Paper, Dye, Paint industries, and have made our own niche in the industry. Our Company has the latest manufacturing facilities which help us to deliver high-quality plastic and steel plumbing pipes. The Company is also engaged in manufacturing of Octagonal and Swaged Tubular poles, scaffolding systems and Solar Structures used in Power Distribution, Construction and Solar sectors respectively. New Products of the Company also include High Mast lighting, Telecom Monopoles and Fasteners (Bolt/Nuts/Washers). Further, the Company undertakes Horizontal

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Directional Drilling (HDD) - trench-less horizontal drilling for the installation of optic fiber cable networks, oil and gas pipelines and cable networks, among others and Power Transmission Line Engineering Procurement Construction (EPC) contracts in infrastructure sector. Our Company maintain a Quality Management System and the operations are ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2008 certified. All three plants of the Company are PGCIL (Powergrid Corporation of India Ltd) approved. The Company carries out its manufacturing operations in one of the most environment friendly conditions. We also adhere with demanding national and international quality certifications like ISI (India), ASTM (USA) and BSEN (UK) to attract large and quality-conscious clients in critical public utility applications like Power Transmission, industrial infrastructure, airports and water transport. The installed capacity of the Company comprises of:

Product Units Installed Capacity

Tower MT 151000

ERW Tubes – Black MT 72000

ERW Tubes – Galvanized MT 48000

Tubular Products - Pole/Scaffoldings/Solar Structures etc. MT 42000

Hot Rolled Product MT 180000

Plastic Tubes & Fittings MT 10000

The premium customers of the Company include Power Grid Corporation of India Ltd, Tata Projects Ltd., Rajasthan Rajya Vidyyut Prasaran Nigam EMCO, EMC among others. Using a state-of-the-art manufacturing setup, the Company has accomplished successful projects in almost every state in India. OUR STRENGTHS Healthy Order book of over Rs.2,000 crores. Stable External Credit Rating of BBB+ More than 60% of our overall production is carried out on CNC machines or Automatic

Rolling mills, which ensures superior productivity. Extensive use of technology across the Company – use of SAP.

The Company is led by a dedicated and passionate professional management team and each key member of the team has years of experience in the industry.

Our commitment towards quality of product and timely delivery and project execution fetch repeat orders from our customers and enable us to maintain our brand image in the market.

Our capability to customise products as per critical customer requirements. Strong dealer and sub-dealer network of 350 across 5 Eastern region states. We enjoy cordial relations with our employees. Company has plants situated at Howrah, West Bengal, which is close to the steel producing

belt of Durgapur / Bokaro which gives us advantages in steel sourcing. Our plants are located on the National Highway and well connected to Kolkata and also have

easy access to Haldia/Kolkata ports which makes foreign trade smooth. SOCIAL RESPONSIBILITY Our Company recognises its responsibilities towards society. Environment and health are given utmost important at Skipper. The Company discharges its social responsibility through its CSR arm Skipper Foundation. The Company takes significant initiatives to promote health care and education. It organise free health check-up and physical training camps in and around the areas it operates. The Company also distributes text books amongst students and provide infrastructure support to the local schools. The Company had provided financial support to The

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Friends of Tribals Society to impart education to around 3,000 tribal students. The Company also organise culture events for promoting communal harmony in and around the areas it operates. Further, recognising its obligation towards environment, the Company carry its manufacturing operations in one of the most environment friendly conditions. To ensure the pollution control and compliance with carbon emission standards, the Company has taken appropriate initiatives and is pursuing alternatives to implement a green policy. The Company has formulated and implemented safety standards at workplace across the organisation and adherence to the same is encouraged. OUR STRATEGY Vision To be a billion dollar company by 2020 that is focused on producing industrialized, market oriented and finished products and services, with an increasing affinity to customer-centricity. The Company conducts its business in the most efficient and effective way to ensure supply of quality products that satisfy its focused-customer's needs and add value to its stakeholders. The focus of the Company is to increase the contribution on the products by reducing the cost of production, control over logistics, ensure uninterrupted raw material supply, command high prices through gradual shifting to value added products and to ensure long term sustainability of the Company. We continuously focus on consistently meeting quality standards so as to ensure product acceptance by customers. We are one of the leading players in the key segments we operate in the eastern part of India. We intended to expand our market presence through communications and promotion, interaction with industry research organizations, participation in industry events, public relations and investor relations efforts. Our overall business strategy shall be to • Maximize revenue through capacity expansion and increase in efficiency • Reduction in cost of borrowing • Enhancing production efficiency and minimize process losses • Reduce operational costs and be cost competitive • Have a consumer centric approach • Deliver value for money to our clients • Adopt best practices in all functions and processes • Perform in an environment friendly condition • To constantly expand to new geographies and to take our products to newer markets

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GENERAL INFORMATION

Our Company was incorporated under the Companies Act, 1956 on March 5, 1981, as Skipper Investments Limited. The name of the Company was changed to Skipper Steels Limited and a fresh Certificate of Incorporation consequent upon change of name was issued on April 26, 1984. Thereafter, the name of the Company was changed to Skipper Limited and a fresh Certificate of Incorporation consequent upon change of name was issued on September 7, 2009.

In 2008, pursuant to a Scheme of Amalgamation, Bansal Cylinders & Tubes Limited and Vishwajyothi Tracon Private Limited, S K Bansal Group companies, were amalgamated with Skipper Steels Limited vide order dated April 28, 2008 of the Honb’le High Court at Calcutta. Subsequently, Bansal Cylinders & Tubes Limited and Vishwajyothi Tracon Private Limited were dissolved pursuant to the said Scheme of Amalgamation. Further, in 2009, pursuant to a Scheme of Amalgamation, Skipper Infrastructure Limited, a S K Bansal Group company, was amalgamated with Skipper Steels Limited vide order dated March 24, 2009 of the Honb’le High Court at Calcutta. Subsequently, Skipper Infrastructure Limited was dissolved pursuant to the said Scheme of Amalgamation.

Our Company is one of the leading manufacturers of Transmission towers, Telecom Towers, PVC, GI, and SWR Pipes & Fittings, Tubular Poles, Scaffolding Systems. The Company is also engaged in Horizontal Directional Drilling (HDD) and Transmission Line Engineering Procurement Construction (EPC) which are mainly used in infrastructure development. The basic information about the Company is as under:

Corporate Identification No.

L40104WB1981PLC033408

Registered Office 3A, Loudon Street, Kolkata- 700 017 Corporate Office 3A, Loudon Street, Kolkata- 700 017 Registration No. 033408

Address of ROC Nizam Palace, II MSO Bldg., 2nd floor, 234/4, AJC Bose Road, Kolkata – 70020

Website www.skipperlimited.com Email ID [email protected]

Board of Directors The below table sets out the details regarding our Board as on the date of the filing of this Information Memorandum:

Name of the Director Designation DIN Status Address

Mr. Sadhuram Bansal

Chairman Emeritus

00063541 Non-Executive and Non-Independent

17, Moore Avenue, Regent Estate, Kolkata, 700040, West Bengal, India

Mr. Amit Kiran Deb

Chairman 02107792 Independent Director Block - DA -38, Sector - 1, Salt Lake, Bidhannagar (N), North 24 Parganas, 700064, West Bengal, India

Mr. Sajan Kumar Bansal

Managing Director

00063555 Executive and Non-Independent


Mr. Sharan Bansal

Whole-Time Director



Mr. Devesh Bansal

Whole-Time Director



18

Mr. Siddharth Bansal

Whole-time Director



Mr. Manindra Nath Banerjee

Director 00312918 Independent Director 124, Jodhpur Park, Kolkata 700068, West Bengal, India

Mr. Shyam Bahadur Singh

Director 01982407 Independent Director 135, Chira Chas, Chas P.O., Bokaro - 827013, Jharkhand, India

Registrar & Share Transfer Agent ABS Consultants (P) Limited Stephen House, Room No. 99, 6th Floor, 4 BBD Bag (East), Kolkata - 700001 E-mail- [email protected] Tel: 91 33 2220 1043 Fax: 91 33 2243 0153 Company Secretary & Compliance Officer Mr. Arbind Kumar Jain, Company Secretary 3A, Loudon Street, Kolkata- 700 017 Tel: +91 33 2289 5731/32 Fax: +91 33 2289 5733 Auditors Patanjali & Co. Chartered Accountants 161/1 Mahatma Gandhi Road, Kolkata – 700007 Tel: +91 03322689802 Plant Locations 1. Unit I

Jalan Industrial Complex NH-VI, Village: Jangalpur, Post: Andul Mouri Howrah – 711302, West Bengal

2. Unit II Jalan Industrial Complex NH-VI, Village: Jangalpur, Post: Andul Mouri Howrah – 711302, West Bengal

3. Uluberia Unit

NH-VI, Village: Madhavpur, Post: Mahishrekha Howrah – 711303, West Bengal

Listing The Equity Shares of the Company are listed on the following stock exchanges: 1. The Calcutta Stock Exchange Limited, Kolkata 2. UP Stock Exchange Limited, Kanpur Eligibility Criterion The Company is submitting this Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement as provided in Schedule II of

19

Companies Act, 1956, for public issues, to the extent applicable, to BSE for making this Information Memorandum available to public through their website viz. www.bseindia.com. Reasons for seeking listing of our securities on BSE Our equity shares are presently listed on Calcutta Stock Exchange Limited (Scrip code 1029348) and UP Stock Exchange Limited (Scrip code S00010). There has been only few instances of trading in the shares of the Company on the exchanges for the past many years. Our Company has lined up massive expansion plans for which we would require equity capital infusion by way of a further public offering or a rights issue, Qualified Institutional placement or such other means as may be beneficial for the Company. However, such offerings are possible only once the shares are listed on a nationwide exchange. Listing will help generation of an independent valuation of the Company by the market. Listing will also raises our public profile with customers, suppliers, investors, financial institution and media. Moreover, listing in a nationwide terminal will provide a continuing liquidity to our shareholders and in turn help us to broaden our shareholder base. Hence, considering the interest of our shareholders and our future growth and expansion plans, we seek direct listing of our equity shares.

20

FINANCIAL INFORMATION

Statement of Assets and Liabilities as on March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, March 31, 2010 and March 31, 2009.

(Rs. in Lacs) Year ended

(As pre revised Schedule VI) PARTICULARS March 31,

2014 March 31,

2013 March 31,

2012 March 31,

2011 1. Equity & Liabilities a. Share Capital 1,023.16 974.44 3,604.44 3,604.44

b. Reserves and Surplus 22,094.36 19,634.82 12,749.19 12,113.68

2. Liabilities and Provisions:

a. Non Current Liabilities 25,342.50 21,829.87 18,902.90 14,657.03 b. Current Liabilities 39,692.00 36,247.33 31,683.04 24,229.39

TOTAL 88,152.02 78,686.47 66,939.57 54,604.54

Assets:

3. Non Current Assets

Fixed Assets

a. Tangible Assets 33,735.08 32,500.28 28,145.66 20,792.57 b. Intangible Assets 116.43 120.43 131.36 17.38 c. Capital Work-in-Progress 829.39 359.00 204.83 3,348.62

d. Non Current Investments - - 0.07 0.07 e. Other Non Current Assets 211.11 86.93 69.94 85.54

4. Current Assets

a. Inventories 22,901.08 23,778.58 16,892.78 17,604.60 b. Trade Receivables 23,181.93 15,487.09 14,494.41 9,207.61 c. Cash and Bank Balances 2,630.70 1,282.00 857.03 686.49 d. Short term Loans and Advances

4,546.30 5,072.17 6,143.50 2,861.66

Total 88,152.02 78,686.47 66,939.57 54,604.54

Source: Audited financial statements for FY11, FY12, FY13 and FY14.

21

Year ended

(As per old Schedule VI)

PARTICULARS March 31, 2010 March 31, 2009

1. Equity & Liabilities

a. Share Capital 704.44 561.84

b. Share Capital Suspense - 67.60

c. Reserves and Surplus 10,395.98 7,740.64

2. Deferred Tax Liability 621.90 379.66

3. Liabilities and Provisions:

a. Secured Loans 18,745.72 9,477.64

b.Unsecured Loans 1,184.29 1,387.17

c. Current Liabilities and Provisions 3,677.37 4,054.45

d. Deferred Tax Liabilities 187.74 106.21

TOTAL 35,517.45 23,775.21

4.Assets: a. Fixed Assets:

Gross Block 14,378.30 6,052.96

Less: Depreciation 1,078.71 805.41

Net Block 13,299.60 5,247.55

Capital Work In Progress (CWIP) 4,717.37 3,093.38

SUB-TOTAL 18,016.97 8,340.93

5. Investment 19.03 19.03

6. Current Assets, Loans and Advances:

a. Inventories 8,289.94 5,519.16

b. Sundry Debtors 6,066.93 7,814.01

c. Cash and Bank Balances 809.37 263.39

d. Loans and Advances 2,315.21 1,818.69

TOTAL 35,517.45 23,775.21

Source: Audited financial statements for FY09 and FY10.

22

Statement of Profit & Loss for the Financial Years ending March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011, March 31, 2010 and March 31, 2009.

(Rs. in lacs)

Year ended (As pre revised Schedule VI)

PARTICULARS March 31, 2014 March 31,

2013 March 31,

2012 March 31,

2011

INCOME: Revenue from Operations (Gross)

1,16,516.10 1,01,373.49 82,351.12 55,851.79

Less: Excise Duty 9,210.93 8,556.36 6,063.39 4,024.88

Sales Tax/ Value Added Tax 3,154.63 2,782.49 2,164.33 1,579.91

Net Sales 1,04,150.54 90,034.64 74,123.40 50,247.00

Other Income 212.53 141.73 78.06 445.17

Total Revenue (A) 1,04,363.08 90,176.37 74,201.46 50,692.17

EXPENSES:

Cost of Materials Consumed 78,698.50 71,938.57 53,611.84 44,116.24

Change in inventories of Finished Goods & Work in Progress

-2,693.59 (3,652.53) 2,210.04 (4,784.94)

Employee Benefit Scheme 2,739.24 1,946.30 1,698.85 1,213.40

Manufacturing, Administrative, Selling & Other Expenses

14,385.33 11,275.43 10,374.07 5,011.63

Total Expenses 93,129.49 81,507.77 67,894.80 45,556.33

Earning before Interest, Tax, Depreciation and Amortization (EBITDA)

11,233.59 8,668.60 6,306.66 5,135.84

Finance costs 6,054.25 4,635.85 3,674.87 1,951.27

Depreciation & Amortization Expenses

1,507.84 1,256.65 1,171.08 657.27

Profit/(Loss) before Tax 3,671.50 2,776.10 1,460.71 2,527.30

Tax Expense

Income Tax - Current Tax 607.46 191.33 285.00 504.00

Income Tax for earlier year 6.40 6.33 18.90 -61.82

Wealth Tax - Current Year 1.65 1.60 1.42 1.11

Wealth Tax for earlier year -0.02 -0.03 -0.01 -

Deferred Tax 365.02 705.56 165.98 319.04

Profit/(Loss) for the year 2,690.99 1,871.30 989.43 1,764.97

Source: Audited financial statements for FY11, FY12, FY13 and FY14.

23

Year ended (As per old Schedule VI)

PARTICULARS March 31, 2010 March 31, 2009

INCOME:

Income from Operations 50,036.84 47,119.53

Less: Excise Duty 2,113.81 3,548.75

Sales Tax/ Value Added Tax 1,349.74 1,301.50

Net Sales 46,573.28 42,269.29

Less: Inter Unit Sales 5,676.71 5,649.80

40,896.58 36,619.49

Other Income 76.23 58.26

Increase/(Decrease) in Inventories 1,336.80 1,307.41

Total 42,309.61 37,985.16

EXPENDITURE: Materials Consumed 34,823.74 31,323.51

Manufacturing and Project Expenses 1,704.97 2,218.89

Personnel Cost 723.78 539.84

Administrative, Selling and Other Expenses 1,703.57 1,137.87

Finance charges 991.35 1,130.74

Depreciation 319.77 243.05

Total Expenditure 40,267.18 36,593.90

Less: Self Consumption of iron and Steel Products 18.03 26.21

40,249.16 36,567.69

Profit before Tax 2,060.45 1,417.48

Provision for Tax

Income Tax-Current Year 425.00 450.00

Income Tax-Earlier Years 35.97 -

Wealth Tax-Current Year 0.85 0.67

Fringe Benefit Tax-Current Year - 20.00

Deferred Tax 242.24 43.59

Profit After Tax 1,356.38 903.22

Source: Audited financial statements for FY09 and FY10.

24

STATEMENT OF DIVIDEND

DETAILS OF DIVIDEND FOR LAST 5 YEARS The dividends declared by the Company during the last ten fiscal years have been presented below: Equity Shares:

Particulars Fiscal 2013 Fiscal 2012 Fiscal 2011 Fiscal 2010 Fiscal 2009

Face value per Share (`) 1 1 1 10 10

Total Dividend Paid (`)* 97,44,425 70,44,425 1,05,66,638 1,05,66,638 62,94,425

Rate of Dividend (%) 10 10 15 15 10


Face value per Share (`) 10 10 10 10 10

Total Dividend Paid (`)*

43,68,425 17,00,175 NIL NIL NIL

Rate of Dividend (%) 10 10

NIL NIL NIL

*Excluding dividend tax. Redeemable Non-Cumulative Preference Shares:


Face value per Share (`) _ 100 100

NA NA

Total Dividend Paid (`)* _ 2,32,00,000 63,562** NA NA

Rate of Dividend (%) - 8

8 NA NA

*Excluding dividend tax. ** Paid for one day only.

25

CAPITAL STRUCTURE

Our share capital as on the date of this Information Memorandum is set forth below:

Rs. in Lacs

Particulars Aggregate Nominal Value (A) Authorised Share Capital 41,00,00,000 Equity Shares of Re. 1/- each 4,100.00 (B) Issued, Subscribed and Paid-up Equity Capital 10,23,16,462 Equity Shares of Re. 1/- each 1,023.16 Notes to Capital Structure: Changes in the Authorized Share Capital Structure since inception are given below:

Date of change Details of change in authorized capital

March 31, 2003* Authorised share capital of Rs. 100 lacs.

May 12, 2003 Increase in authorised share capital from Rs. 100.00 Lacs to Rs. 200.00 Lacs

February 21, 2008 Increase in authorised share capital from Rs. 200.00 Lacs to Rs. 250.00 Lacs

April 28, 2008 Increase in authorised share capital from Rs. 250.00 Lacs to Rs. 451.00 Lacs pursuant to the Scheme of Amalgamation

December 4, 2008 Increase in authorised share capital from Rs. 451.00 Lacs to Rs.1000.00 Lacs

March 15, 2011 Increase in authorised share capital from Rs. 1000.00 Lacs to Rs.3500.00 Lacs

March 15, 2011 Increase in authorised share capital from Rs. 3500.00 Lacs to Rs.4000.00 Lacs

April 10, 2014** Increase in authorised share capital from Rs. 4000.00 Lacs to Rs.4100.00 Lacs pursuant to the Scheme of Amalgamation

* The information has been compiled from the Balance Sheet as at March 31, 2003, in absence of relevant records of ROC filings. ** Form 21 filed with ROC on May 5, 2009 and approved on April 10, 2014. The following is the history of the Equity Share Capital of the Company:

Date of Allotment

No. of Equity Shares Allotted

Face Value

(In Rs.)

Issue Price

(In Rs.)

Cumulative paid up capital (In Rs.)

Consid-eration

Remarks

On incorporation 70 10 10 700 Cash Subscribers to the MOA

As on March 31, 1989

-- 10 -- 2,400,700 --

May 8, 1989 360,105 10 30 6,001,750 Cash Right Issue in the ratio of 3 shares for every 2 shares held.

May 27, 2003 600,000 10 30 12,001,750 Cash Preferential issue March 24, 2007 500,000 10 100 17,001,750 Cash Preferential issue

26

October 1, 2008 2,668,250 10 N.A. 43,684,250 NA On amalgamation of Bansal Cylinders & Tubes Limited and Vishwajyothi Tracon Private Limited with the Company.

March 31, 2009 1,250,000 10 200 56,184,250 Cash Preferential issue May 27, 2009 676,000 10 N.A. 62,944,250 NA On amalgamation

of Skipper Infrastructure Ltd with the Company.

June 30, 2009 750,000 10 200 70,444,250 Cash Preferential issue December 10, 2010

NA 1 NA 70,444,250 NA Sub-division of equity share of Rs.10/- each into equity share of Re.1/- each

February 8, 2013 27,000,000 1 20 97,444,250 Cash Preferential issue December 18, 2013

4,872,212 1 NA 102,316,462 NA Bonus issue of 1 equity share for every 20 equity shares held

The following is the history of the Preference Share Capital of the Company:

Date of Allotment

No. of Preference Shares Allotted

Face Value

(In Rs.)

Issue Price

(In Rs.)

Cumulative paid up capital (In Rs.)

Consid-eration

Remarks

March 31, 2011 2,900,000* 100 100 290,000,000 Cash Preferential issue * Preference shares were redeemed on February 8, 2013 at par. Outstanding convertible instruments including warrants pending conversion Our company does not have any outstanding convertible instrument including warrants pending conversion. Top 10 shareholders of our Company The list of top 10 shareholders of our Company as on June 30, 2014 is as under:

Sl. No.

Name of Shareholder No. of Shares held

Percentage

1. Skipper Plastics Limited (Formerly known as Rama Consultancy Company (1993) Limited)

2,20,50,000 21.55%

2. Sajan Kumar Bansal 82,48,596 8.06%

3. Siddharth Bansal 80,68,725 7.89% 4. Rashmi Bansal 68,64,396 6.71% 5. Sumedha Bansal 57,66,631 5.64% 6. Ventex Trade Private Limited 49,87,500 4.87% 7. Sharan Bansal 41,96,955 4.10% 8. Sadhuram Bansal 36,60,489 3.58% 9. Devesh Bansal 31,22,175 3.05% 10. Meera Bansal 25,19,370 2.46%

There are no outstanding convertible instruments including warrants which are pending for conversion as on June 30, 2014. No payment, direct, indirect in the nature of brokerage, discount, commission, and allowance or other special terms including an option for the issue of any kind of securities has been granted to any person.

27

Shareholding Pattern of the Company as on June 30, 2014 is as follows: Introductory sub-table (I)(a) Name of the Company: Skipper Limited

Scrip Code, Name of the scrip, class of security: INE439E01022

As on June 30, 2014

Partly paid-up shares:- No. of partly paid-up

shares As a % of total no. of partly paid-up shares

As a % of total no. of shares of the company

Held by promoter/promoter group

0 0 0

Held by public 0 0 0 Total 0 0 0 Outstanding convertible securities:-

No. of outstanding securities

As a % of total no. of outstanding convertible securities

As a % of total no. of shares of the company, assuming full conversion of the convertible securities


0 0 0

Held by public 0 0 0 Total 0 0 0 Warrants:- No. of warrants As a % of total no.

of warrants As a % of total no. of shares of the company, assuming full conversion of warrants


0 0 0

Held by public 0 0 0 Total 0 0 0 Total paid-up capital of the company, assuming full conversion of warrants and convertible securities

102,316,462

28

Statement Showing Shareholding Pattern

Table (I)(a) Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

As a percentage of(A+B)1

As a percentage of (A+B+C)

Number of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

(A) Shareholding of Promoter and Promoter Group2

1 Indian (a) Individuals/ Hindu

Undivided Family 8 4,24,47,337 4,23,72,537 41.49 41.49 - 0.00

(b) Central Government/ State Government(s) - - - - - - -

(c) Bodies Corporate 7 3,16,07,625 3,16,07,625 30.89 30.89 - 0.00 (d) Financial Institutions/

Banks - - - 0.00 0.00 - 0.00

(e) Any Others(Specify) - - - 0.00 0.00 - 0.00 Sub Total(A)(1) 15 7,40,54,962 7,39,80,162 72.38 72.38 - 0.00 2 Foreign a Individuals (Non-

Residents Individuals/ Foreign Individuals)

- - - 0.00 0.00 - 0.00

b Bodies Corporate - - - 0.00 0.00 - 0.00 c Institutions - - - 0.00 0.00 - 0.00 d Qualified Foreign

Investor - - - 0.00 0.00 - 0.00

e Any Others(Specify) - - - 0.00 0.00 - 0.00 Sub Total(A)(2) - - - 0.00 0.00 - 0.00

Total Shareholding of

Promoter and Promoter Group (A)= (A)(1)+(A)(2)

15 7,40,54,962 7,39,80,162 72.38 72.38 - 0.00

(B) Public shareholding 1 Institutions (a) Mutual Funds/ UTI - - - 0.00 0.00 (b) Financial Institutions /

Banks - - - 0.00 0.00 (c) Central Government/

State Government(s) - - - 0.00 0.00 (d) Venture Capital Funds - - - 0.00 0.00 (e) Insurance Companies - - - 0.00 0.00 (f) Foreign Institutional

Investors - - - 0.00 0.00 (g) Foreign Venture Capital

Investors - - - 0.00 0.00 (h) Qualified Foreign

Investor - - - 0.00 0.00 (i) Any Other (specify) - - - 0.00 0.00 Sub-Total (B)(1) - - - 0.00 0.00

29

B 2 Non-institutions (a) Bodies Corporate 39 2,12,03,970 2,11,11,470 20.72 20.72 (b) Individuals I Individuals -i. Individual

shareholders holding nominal share capital up to Rs 1 lakh

498 1,94,730 1,64,530 0.19 0.19

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

12 68,62,800 68,62,800 6.71 6.45

(c) Qualified Foreign Investor - - - - -

(d) Any Other (specify) - - - - - Sub-Total (B)(2) 549 2,82,61,500 2,81,38,800 27.62 27.62 (B) Total Public

Shareholding (B)= (B)(1)+(B)(2)

549 2,82,61,500 2,81,38,800 27.62 27.62

TOTAL (A)+(B) 564 10,23,16,462 10,21,18,962 100.00 100.00 (C) Shares held by

Custodians and against which Depository Receipts have been issued

1 Promoter and Promoter Group - - - - - -

2 Public - - - - Sub-Total (C ) - - - - - - GRAND TOTAL

(A)+(B)+(C) 564 10,23,16,462 10,21,18,962 100.00 - 0.00

(I)(b) Statement showing holding of securities (including shares, warrants, convertible securities) of

persons belonging to the category “Promoter and Promoter Group”

SrNo Name of the shareholder

Details of Shares held Encumbered shares (*) Details of warrants Details of

convertible securities

Total shares (including underlying

shares assuming full conversion of warrants and

convertible securities) as

a % of diluted share

capital

Number of shares held

As a % of grand

total (A) +(B)

+( C )

No As a

percentage

As a % of grand

total (A)+(B)+(C) of

sub-clause (I)(a )

Number of

warrants

held

As a % total

number of

warrants

of the same class

Number of convertible securi

ties held

As a % total

number of

convertible

securities

of the same class

(I) (II) (III) (IV) (V) (VI)=(V)/(III)*100

(VII) (VIII) (IX) (X) (XI) (XII)

1 Meera Bansal 25,19,370 2.46 - - - - - - - 2.46 2 Devesh Bansal 31,22,175 3.05 - - - - - - - 3.05 3 Sadhuram Bansal 36,60,489 3.58 - - - - - - - 3.58 4 Sharan Bansal 41,96,955 4.10 - - - - - - - 4.10 5 Sumedha Bansal 57,66,631 5.64 - - - - - - - 5.64 6 Rashmi Bansal 68,64,396 6.71 - - - - - - - 6.71 7 Siddharth Bansal 80,68,725 7.89 - - - - - - - 7.89 8 Sajan Kumar Bansal 82,48,596 8.06 - - - - - - - 8.06

9 Vaibhav Metals Private Limited 3,67,500 0.36 - - - - - - - 0.36

10 Utsav Ispat Private Limited 3,80,625 0.37 - - - - - - - 0.37

11 Prakriti Steels Private Limited 3,99,000 0.39 - - - - - - - 0.39

30

12 Samriddhi Ferrous Private Limited 14,43,750 1.41 - - - - - - - 1.41

13 Aakriti Alloys Private Limited 19,79,250 1.93 - - - - - - - 1.93

14 Ventex Trade Private Limited 49,87,500 4.87 - - - - - - - 4.87

15

Skipper Plastics Limited (Formerly known as Rama Consultancy Company (1993) Limited)

2,20,50,000 21.55 - - - - - - - 21.55

TOTAL 7,40,54,962 72.38 - - - - - - - 72.38

(*) The term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011 (I)(c)(i) Statement showing holding of securities (including shares, warrants, convertible securities)

of persons belonging to the category “Public” and holding more than 1% of the total number of shares

Sr. No. Name of the shareholder

Number of shares held

Shares as a percentage

of total number of shares {i.e.,

Grand Total

(A)+(B)+(C) indicated in Statement

at para (I)(a)

above}

Details of warrants Details of convertible securities

Total shares (including underlying

shares assuming

full conversion

of warrants

and convertible securities) as a % of

diluted share

capital

Number of

warrants held

As a % total

number of

warrants of

the same class

Number of convertible securities

held

% w.r.t total

number of convertible securities

of the same

class

1 Bonus Retails Private Limited 11,55,000 1.13 - - - - 1.13

2 Kotiratan Distributors Private Limited 12,50,000 1.22 - - - - 1.22

3 Marigold Glass Industries Ltd. 13,12,500 1.28 - - - - 1.28

4 Purushottam Distributors Private Limited 13,68,150 1.34 - - - - 1.34

5 Virat Vincom Private Limited 13,91,250 1.36 - - - - 1.36 6 Komal Vincom Private Limited 15,75,000 1.54 - - - - 1.54

7 Aakarshan Tracom Private Limited 15,75,000 1.54 - - - - 1.54

8 Propack Tradelinks Private Limited 16,27,500 1.59 - - - - 1.59

9 Yajnesh Commercial Private Limited 19,42,500 1.90 - - - - 1.90

10 Kanta Agarwal 10,50,000 1.03 - - - - 1.03 11 Kiran Devi Jain 11,55,000 1.13 - - - - 1.13 TOTAL 1,54,01,900 15.05 - - - - 15.05

31

(I)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities) of

persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sr. No.

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them

Number of shares

Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

Details of warrants Details of convertible securities

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

Number of warrants

As a % total number of warrants of the same class

Number of convertible securities held

% w.r.t total number of convertible securities of the same class

NIL - - - - - - - TOTAL - - - - - - -

(I)(d) Statement showing details of locked-in shares

Sr. No. Name of the shareholder Number of locked-in shares

Locked-in shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

1 Skipper Plastics Limited (Formerly known as Rama Consultancy Company (1993) Limited) 1,94,88,850 19.05

TOTAL 1,94,88,850 19.05

(II)(a) Statement showing details of Depository Receipts (DRs)

Sr. No. Type of outstanding DR (ADRs, GDRs, SDRs, etc.)

Number of outstanding DRs

Number of shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

NIL

TOTAL - - -

(II)(b) Statement showing holding of Depository Receipts (DRs), where underlying shares held by "promoter/promoter group" are in excess of 1% of the total number of shares

Sr. No. Name of the DR Holder Type of outstanding DR (ADRs, GDRs, SDRs, etc.)

Number of shares underlying outstanding DRs

Shares underlying outstanding DRs as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above}

NIL

TOTAL - - -

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INDUSTRY OVERVIEW India is a growing economy. It is estimated to be the third largest economy by 2050. The development of a country’s infrastructure is vital to the growth of its sectors and the overall economy. More emphasis has been given on infrastructure growth, from roadways to airways, ports to airports and power production facilities. Indian infrastructure segment is vital for the development of the nation and hence enjoys intense attention from top-grade policy makers of the country. Infrastructure growth is a stepping stone of a stable and productive society, it presents unique challenges but also brings opportunities for private and public sectors in the field of engineering and construction. Development will lead to massive construction and there will be a positive growth in industries related to construction. Reports also suggest that the upward trend has been witnessed by these sectors. Given the fact that strong infrastructure facilities form the backbone of a nation’s economy, the Indian government began to shift its focus to infrastructure development, as was evident from the 10th and 11th Five Year plans. During this period, the Planning Commission identified inadequate infrastructure as a significant barrier to economic growth. It persuaded the government to undertake initiatives such as public private partnerships (PPPs), to draw private sector investments into the infrastructure sector. This move has benefited several infrastructure companies, and has consequently renewed their interest in undertaking large scale infrastructure projects within the country. INFRASTRUCTURE INDUSTRY The infrastructure is an integral part of Indian economy and a conduit for a substantial part of its development investment, is poised for growth on account of industrialization, urbanization, economic development and people's rising expectations for improved quality of living. After recording a spectacular growth of over 12%, more than the country’s GDP in the past half decade, the Indian construction sector all of a sudden lost stream in last fiscal largely due to global financial turmoil. But few sectors such as power, telecom, urban infrastructure, railways, oil and gas, which are also generating large share of construction activities have not been affected badly. These segments have registered a noticeable growth in project orders from centre, states, and local firms. In India, construction is the second largest economic activity after agriculture. Construction accounts for nearly 65 per cent of the total investment in infrastructure and is expected to be the biggest beneficiary of the surge in infrastructure investment over the next five years. Investment in construction accounts for nearly 11 per cent of India’s Gross Domestic Product (GDP). As opportunities in the sector continue to come to the fore, foreign direct investment has been moving upwards. Overview of the Indian Power Sector There are three major pillars of power sector and these are Generation, Transmission, and Distribution. Greater scale of electrification, increasing household incomes and a fast growing economy with a GDP growth rate of 5-8% has been pushing the demand for electricity in the upward direction. Per capita electricity consumption has increased at a CAGR of 6% over the last five years and has reached 880 kWh in 2011-12 from 672 kWh in 2006-07. Considering that this consumption is much lower than the global average consumption of 2,800 kWh, it is expected that India will continue to see a growth in demand as more electricity provides tremendous room to improve quality of life. Generation The installed generating capacity in the country as on 31st March, 2013, was 223 GW. Capacity addition during the financial year for the country was 23 GW as compared to capacity addition of 26 GW during the previous financial year. The target for the 12th Plan (2012-17) has been set at 118 GW (88 GW of conventional power and 30 GW of renewable). More than half the capacity addition is expected to be from the private sector. With about 70 GW of capacity addition planned

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through coal based thermal power plants in the 12th Plan, coal is expected to remain a major generation fuel source in the next five years. However, availability of domestic coal has been a major challenge. Domestic gas availability for power generation has been steadily declining and coupled with the high cost of imported LNG, share of gas as a source of power generation is expected to decline. Renewable energy is expected to be an important driver of capacity growth in India, given the policy focus, the reducing cost of power and the shorter gestation time for commissioning projects. Transmission The Transmission network (at voltages of 220 kV and above) in India has grown at a rate of around 6-7% p.a. during the past decade. The transmission lines capacity has increased from 1,98,407 Circuit kilometer (Ckm) at the end of 10th Plan (FY07) to about 2,68,693 Ckm by March 31, 2013. The backbone transmission system in India is mainly through 400 kV AC network with approximately 1,13,000 Ckm coverage. The highest transmission voltage level is 765 kV with line length of approximately 5,730 Ckm. Over the next few years, the demand for transmission capacity is expected to increase significantly, driven primarily by significant increases in generation capacity and also due to requirements of open access, inter-regional transfers and integration of infirm renewable power in the system. It is being observed that the present capacity available in the interregional transmission lines needs tremendous enhancement as it is already tending to show constraints in transfer of power from available generation to load centres. The concerned authorities have already conceptualized projects to augment the inter-regional flow of power. The need of the hour is to expeditiously implement them. Distribution Considering the various challenges such as high distribution losses, poor financial health of distribution companies and low billing recovery, the government has introduced a financial re-structuring plan for the State Electricity Boards/distribution companies. Eight States which account for 70% of the short-term liabilities have evinced interest to participate in this programme. Reforms in the distribution sector are crucial for success of the sector as generation companies cannot sell power to financially unviable entities. Additionally, many of the States where costs far exceed Revenue that can be recovered based on fixed tariffs have adopted the concept of Regulatory Assets. These are recoverable from future tariff increases, which if delayed, cause tremendous cash management challenges for the distribution companies. Hence, there is a need to address the issue of Regulatory Assets through early solutions. Overview of Indian Telecom and Telecom Tower Industry India’s telecom sector was the poster boy for India’s growth story over the last decade. In last four years, the sector grew by 20% CAGR and the mobile subscriber base crossed 900 million, second only to China. Telecom contributes approximately 3% to India’s GDP. More importantly Telecommunications, along with Information Technology, has provided the platform for acceleration of the economic and social growth of the country across all sectors. It has empowered the small entrepreneur, whether it be a carpenter or an electrician, as much as it has facilitated the growth of companies dependent on global e-Trade. The country is completely dependent on the instant voice and data communication provided by the telecom networks; this dependency is irreversible. The National Telecom Policy (NTP) has targeted 100% tele-density and 600 million broadband connections by 2020, which includes connecting 250,000 Gram Panchayats by optical fibre network. This will translate into demand for an additional 400,000 base stations and 50,000 towers with average tenancy of 2.3 at an investment of Rs.50,000 Crores. The NTP is visualizing doubling the current telecom capacity and increasing its reach to 95+% of India while providing broadband level of internet capability. The tower infrastructure industry has fuelled Indian telecom growth by investing over Rs.100,000 Crores in the last 15 years. The tower industry has been granted infrastructure status in recognition of the key role it plays in increasing telecom/ broadband coverage.

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FUTURE OUTLOOK The government has initiated innumerable initiatives to lift the sector. The 12th Five-Year Plan projects the total investment in infrastructure during the period to be Rs.51.46 trillion, with 47 per cent contributed by private participation and 53 per cent by the central and state governments. The below table shows the breakup of these investments across various infrastructure sectors.

Construction projects account for a substantial portion of the proposed investments, making the engineering and construction (E&C) sector one of the biggest beneficiaries. The regulatory environment is relaxing to encourage further foreign direct investment (FDI). Private sector participation is integral to these plans. PPPs have been identified as the most suitable mode for the implementation of projects – and indeed, are rapidly becoming the funding norm. Their share of the total planned infrastructure improvements is projected to be around 30%. Power and road projects top the list, and other transportation sectors such as railways, ports, airports and housing are also targeted for major investments. To boost urban infrastructure across the country, the government has initiated multiple measures to lift the infrastructure and construction sectors from the ongoing slowdown and has allocated Rs.11,842 crore under the Jawaharlal Nehru National Urban Renewal Mission (JNNURM), which is much higher than Rs. 6,870 crore sanctioned in the previous budget. The government has also launched the Urban Infrastructure Development Scheme for Small and Medium Towns (UIDSSMT) with an outlay of Rs. 64 billion to address infrastructure needs of 5,098 small towns and cities with an outlay of about Rs. 1,064. The JNNURM outlay of over Rs.1 trillion is targeted at augmenting urban infrastructure needs of over 65 mission cities under which the government provides grants ranging from 35% to 90% of the project cost, depending upon the size of the city with state governments and private players contributing the rest. India will no longer reside in its villages, as the urban population is increasing by 3% p.a. Contrary to the popular belief, the bulk of urban population growth is likely to occur in smaller cities and towns of less than 500,000 people. It is expected that urbanization will occur at five times the number by which GDP would have multiplied by 2030. This will open up investment opportunities of US$700bn. Key big sectors in this are Solid Waste Management (SWM) and Water supply/Sewerage. The infrastructure sector is also attracting foreign players due to following: One of the world’s fastest growing economies. Few restrictions on foreign direct investment (FDI) for infrastructure projects. Tax holidays for developers of most types of infrastructure projects, some of which are of

limited duration. Opening up of the infrastructure sector through PPPs.

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Based on these factors, the company believes a significant scope of appreciation in demand. Moreover, with the government’s thrust on the infrastructure, demand for steel products is set to increase manifold.

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BUSINESS OVERVIEW

Skipper Limited is the flagship company of the Kolkata based, S K Bansal Group led by Mr. Sajan Kumar Bansal. Over the decades, the flagship Skipper Limited (founded in 1981) has emerged as a leading manufacturer of Power Transmission Towers, Telecom Towers, PVC, GI, and SWR Pipes & Fittings, Tubular poles, Scaffolding Systems. The Company has 3 manufacturing facilities in the state of West Bengal. Skipper Limited prides on its quality and service; the ability to reach products across the country through its dealer distribution network; the ability to customize products as per specific sectoral and customer needs; the ability to graduate from mere product sale to turnkey tower installation solutions; and the ability to expand from manufacturing to service. Skipper has firmly established itself as among the three largest Transmission Tower manufacturing companies in India and among the 10 largest in the world. Skipper is the first choice for Tower supplies for all major EHV Transmission projects in India and is probably the only company in India to operate in all 3 verticals for Power Transmission – Angle Rolling, Tower production and EPC Line construction. The Company also offers a huge range of Plumbing Pipes and Fittings which are used in different areas such as Agricultural, Paper, Dye, Paint industries, and have made our own niche in the industry. Our Company has the latest manufacturing facilities which help us to deliver high-quality plastic and steel plumbing pipes. The Company is also engaged in manufacturing of Octagonal and Swaged Tubular poles, scaffolding systems and Solar Structures, used in Power Distribution, Construction and Solar sectors respectively. New Products of the company also include High Mast lighting, Telecom Monopoles and Fasteners (Bolt/Nuts/Washers). Further, the Company undertakes Horizontal Directional Drilling (HDD) - trench-less horizontal drilling for the installation of optic fiber cable networks, oil and gas pipelines and cable networks, among others and Power Transmission Line Engineering Procurement Construction (EPC) contracts in infrastructure sector. Our Company maintain a Quality Management System and the operations are ISO 9001:2000, ISO 14001:2004 and OHSAS 18001:2008 certified. All Three plants of the Company are PGCIL (Powergrid Corporation of India Ltd) approved. The Company carries out its manufacturing operations in one of the most environment friendly conditions. We also adhere with demanding national and international quality certifications like ISI (India), ASTM (USA) and BSEN (UK) to attract large and quality-conscious clients in critical public utility applications like Power Transmission, industrial infrastructure, airports and water transport. The office and manufacturing facilities of the Company are situated at:

Sl. No. Location Utilization

Nature of Possession

1. 3A Loudon St, 1st Floor, Kolkata - 700017 Registered Office Owned 2. Unit I - Jalan Industrial Complex

NH-VI, Village: Jangalpur, Post: Andul Mouri Howrah – 711302, West Bengal

Factory Owned

3. Unit II - Jalan Industrial Complex NH-VI, Village: Jangalpur, Post: Andul Mouri Howrah – 711302, West Bengal

Factory Owned

4. Uluberia Unit - NH-VI, Village: Madhavpur, Post: Mahishrekha, Howrah – 711303, West Bengal

Factory Owned

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The details of the registered Trade Marks of our Company are as under: 1. Metallic pipes and tubes – In class 6 in the name of Bansal Cylinders and Tubes Ltd.,

which was merged with the Company, vide order dated April 28, 2008. Trade Mark Regd. No. – 1406378.

2. Metallic pipes and tubes, steel tubular poles, steel tubular structure, telecom and transmission tower – In class 6 in the name of Skipper Limited. Trade Mark Regd. No. - 1406377

3. Metallic pipes and tubes, steel tubular poles, steel tubular structure, telecom and transmission tower – In class 6 in the name of Skipper Limited. Trade Mark Regd. No. - 1406376

Competitive Strengths Quality Our Company enjoys certifications from demanding clients, including multinationals, nationally reputed companies and nodal government agencies, for our product quality and safety, conforming to domestic and international standards. Acceptance from demanding clients like Power Grid Corporation as well as alliances with design houses like Ramboll (Denmark) showcase our quality excellence. The Company also holds QS 1400 accreditation. Sectoral Spread Our clients comprise brand-enhancing names from the high-growth telecommunication, power, infrastructure, irrigation and construction sectors. Customer Proximity Majority of the Company’s turnover is derived from within 1,000 km of our manufacturing location. Seamless Service The Company’s superior and timely service through nationwide branches has strengthened client loyalty. Integration The Company is able to meet its requirements through captive. Since the commissioning of Uluberia plant, our Company is able to meet 90% of our hot-rolled structure requirement through captive sources. Customisation Our Company possess the capability to customise products as per critical customer requirements. Profitable Alliances Our Company has alliances with Ramboll of Denmark, world’s leading tower designing company. Turnkey Capability Our Company provides a one-stop convenience by offering complete solution for the manufacturing and installation of power transmission and telecom towers. Repeat and Referral Business Our Company has built an excellent customer relation with superior quality of products. A substantial portion of our revenues are derived through repeat business from existing customers.

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Scale Our Company has reached 85% capacity utilisation in 2008-09 in Tubes division, and became the largest ERW tube manufacturer- merchant in eastern India’s secondary sector. We are also among the three largest tower manufacturers in India. People Power Our Company growth is led by dynamic human resource, in the challenging work environment, with an average age of below 35 years. Management Expertise The promoters of our Company have vast experience in manufacturing industry of over more than five decades. The Promoters have put in place a professional management team and each key member of the team has vast experience in the industry. Strong technical skills along with vast industry experience enable the senior management to handle projects of complex and diversified nature efficiently. At the middle management level, the group has a strong execution team capable of individually handling and executing the assignments. The Company has a well-established marketing and distribution network which makes us confident of facing any adverse conditions. Strong Brand Recognition Our Company enjoys strong brand recognition in the industry it operates. With a dependable back-up of committed employees as well as a strong and ever-growing customer support, the Group has emerged over the period of time as a steady performer, undeterred even during the cyclic fluctuation and unsteadiness of the market. It has at all time’s depicted continuous growth backed with strong financial performance. Our commitment towards quality of products, processes and inputs fetch repetitive orders from our customers, and enabling us to maintain our brand image in the market. Cordial Relationship between management and labour Our Company enjoy cordial relations with our employees. Further, there is no trade union of employees. There have been no strikes, lock-out or any other labour protest in our organization since the incorporation of our Company. Location Advantage Company has plants situated in Jalan Industrial Complex and Uluberia both in West Bengal, wherein all the required infrastructural facilities are available. The site at this place was selected keeping in view the availability of raw material, quality and availability of labour, distribution channel and market. The site is also well connected through all type of transportation. Opportunities With Indian Government focusing on infrastructure developments, particularly in power,

telecommunication, ports, roads, etc., the demand for Company’s products is expected to grow in the near future.

Indian infrastructure industry is on the growth path with growing domestic demand, unexplored rural market and rapid urbanisation. The strong growth in automotive industry and power sectors would drive steel output and consumption.

Opening up of the infrastructure sector through PPPs. Rising living standards, strong GDP growth, high infrastructure investments and low per capita

consumption will drive market for Towers (telecom and transmission), PVC, GI, and SWR Pipes & Fittings.

Business Strategy The key components of our strategy to drive profitable growth and to maximize value are to continuously enhance customer satisfaction, attract, develop, and retain talent, and maintain stringent standards of environmental safety and corporate responsibility. To this end, the Company operates the business in the most efficient & effective way to ensure supply of quality products that satisfy its focused-customer's needs and add value to its stakeholders. The focus of the Company is to increase the contribution on the products by reducing the cost of production,

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control over logistics, ensure uninterrupted raw material supply, command high prices through gradual shifting to value added products and to ensure long term sustainability of the Company. Continued focus on consistently meeting quality standards so as to ensure product acceptance by customers We have created a reputation with our suppliers who can consistently supply quantity without compromising on the quality and delivery schedules. We intend to continue to focus on this. Since, we are ISO certified Company we intend to continue with the same methodology. Continue to Focus on Training and Motivating our work force Our Company strongly focuses on training its work force with adequate product knowledge, market knowledge and above all the application of knowledge to the industry. Our Company shall always focus on narrowing the hierarchy for free and transparent two-way communication between management and employees for better exchange of ideas, views and opinions for maintaining good competitive work atmosphere at all levels. Reduce Operational cost thereby increasing our cost competitiveness. One way to increase the profitability of the company is by reducing the operational cost. We have been making various efforts to reduce the operational cost, thus, increasing the profitability of our Company. Increase profitability by proper product mix We plan to increase our profitability by concentrating on our product mix as per requirement of the customer. Expand into new geographies We are reasonably positioned in the key segment across India. We intended to expand our market presence through communications and promotion, interaction with industry research organizations, participation in industry events, public relations and investor relations efforts. Contracts for supply of transmission towers Our Order Book comprises of contracts entered into with either an EPC or ultimate customer both under public and private sector such as Power Grid Corporation of India Limited, Tata Projects Limited etc. These contracts may vary from initially decided 18 to 36 months to such extended time period as may be agreed with the customer. The prices agreed are variable throughout the contract execution period with an escalation clause for fluctuating material and labour cost. Such price variation clause acts as a natural hedge for us against rising market prices of main raw materials. To tide over the huge working capital requirement for our long production cycle, these contracts provide a pre-declared down payment against the contract price. This gets adjusted proportionately with each billing. This facility is even extended for the increment value in case of revision of contract. Our overall business strategy shall be to • Maximize revenue through capacity expansion and increase in efficiency

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• Reduction in cost of borrowing • Enhancing production efficiency and minimize process losses • Reduce operational costs and be cost competitive • Have a consumer centric approach • Deliver value for money to our clients • Adopt best practices in all functions and processes • Perform in an environment friendly condition Products manufactured by the Company Skipper Limited is a leading manufacturer of PVC, GI, and SWR Pipes & Fittings. The Company offers a huge range of plumbing pipes and fittings which are used in different areas such as Agricultural, Paper, Dye and Paint industries, and have made our own niche in the industry. Our Company has the latest manufacturing facilities which help us to deliver high-quality plastic and steel plumbing pipes. The Company also manufactures tubular poles, scaffolding systems and towers (telecom and transmission) used in constructional and industrial applications. Further, the Company is also engaged in the Horizontal Directional Drilling (HDD) and Engineering Procurement Construction (EPC), which are mainly used in infrastructure development. Our Company provides trench-less horizontal drilling for the installation of optic fiber cable networks, oil and gas pipelines and cable networks, among others. Our Company analyses the feasibility and geo-technical report for installation through the HDD method. Skipper Limited pioneered trench-less technology in India. 1. Telecom & Transmission Towers Within a very short span of time, the Company has established its presence as among the top 3 players in the Indian Power Transmission & Distribution industry. Our Company has the largest Transmission Tower manufacturing capacity in Eastern India with three large manufacturing units in Kolkata and an annual production capacity of 151,000 TPA. We are amongst the first manufacturers in India to successfully manufacture and supply 800 KV Transmission towers to Power Grid Corporation. With most modern plant facilities spread across 2 million square feet, Skipper uses high performance CNC Angle and Plate production lines to ensure the highest product quality and timely supply to Transmission projects. Skipper has also successfully completed upstream integration and is now manufacturing Mild Steel & High Tensile Angles in-house, which gives it a superior control over its value chain. Like all other units of Skipper, the Tower manufacturing units are also ISO- 9001, ISO – 14001 and OHSAS – 18001 certified. Utmost care is given to Health & Safety, Environment and Pollution control. It is for this reason that the world’s leading tower engineer company, Ramboll of Denmark has chosen Skipper as its manufacturing partner in India to cater to Indian as well as foreign markets. Through Ramboll towers, Skipper provides a high quality, cost-effective solution for Telecom operators and Infrastructure providers looking to roll-out smart economical networks in the shortest possible time. These towers use 25-30% lesser steel than conventional towers of similar loading capacity and are becoming the preferred solution for Telecom customers.

2. Mild Steel Tubes & Galvanized (GI) Pipes The Company has manufacturing capacity of 140000 TPA for Square, Hollow, Rectangular Pipes. Our rich 25-year experience in mild steel and galvanized steel pipe manufacture ensures that every pipe rolled out of our plant is of the highest quality. We manufacture MS tubes in adherence with the IS 1161 standard for structural purposes and IS 1239 standard for water pipes, employing non-destructive testing system (digital flaw detection system) and sophisticated tests (tensile test, drift test and hydrostatic test) to ensure conformity

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to the standards. We also manufacture as per EN 10255, EN 39, BS 1387, DIN 2440, ASTM A 53 Gr A and other international standards. We offer a product range of galvanized and black tubes that extends across 15 to 200 mm in 16 sizes in various thickness and grades. We also manufacture pipes of other standards like IS 4270/3589/3601/9295. We possess ISO 9001:2000 certification and adhere with the demanding national and international quality certifications like ISI (India), ASTM (USA) and BSA (UK) attract large, quality-conscious clients (Power Grid, Reliance, IVRCL and Simplex, among others) in critical public utility applications like industrial infrastructure, airports and water transport. 3. PVC Pipes Our company manufactures PVC pipes and fittings for water, sewage and industrial requirements. PVC pipes are an obvious choice for the following reasons: Lightness enhances transportation and handling ease while enhancing safety Corrosion proof, rust free and chemical inertness makes it non-reactive with drinking water Smooth wall surfaces reduce fluid friction and resistance to abrasion Lower energy consumption during production and product lifecycle Resistance to fracture enhances flexibility Our PVC pipes conform to various demanding national standards like IS: 12818/1922, IS: 13592/1992 and IS: 4985/2000 and international standards like ASTM: D-1785. We ensure extensive product inspection and testing prior to loading and dispatch. Our PVC division offers the following varieties: Drainage and sewage pipes: Superior properties, cost-effective, worry-free and efficient

operations, make the Skipper’s pipes obvious choice for underground water mains, above ground sewage and drainage systems and for exteriors and interiors of buildings.

Plumbing pipes and fittings: With the light weight, high strength, low reactivity and resistance to fungi and bacteria, Skipper’s pipes are well suited and safe for residential and commercial water distribution.

Agricultural (uPVC) pipes: The use of uPVC pipes in general pumping and suction applications, sprinkler systems, rainwater systems, bore wells, sanitation and sewage systems helps to boost irrigation.

Plain castings and ribbed screen pipes: Skipper’s pipes perform well at great depths and are preferred for being non-reactive to corrosion, bacterial and fungal build-up and saving pumping energy.

PVC fittings: Skipper’s PVC fittings have domestic and commercial use such as SWR drainage systems, waste lines and vent lines, among others.

4. Magik Flow: Premium Quality SWR Pipes & Fittings Skipper MagikFlow SWR Exterior Pipes and MagikFit SWR Fittings are created with the use of cutting edge technology. All the products adhere to IS 13592:1992 and IS 14735:1999 standards. These high quality products are the result of years spent on research and innovation, giving ultra smooth finish enabling free flow and ensuring superior performance, making it the perfect option for drainage solutions. MagikFlow SWR pipes are available in 75/110 & 160 mm variants and MagikFit fittings are available in 75 and 110mm variants. These uPVC Pipes are light and easy to handle and have high tensile & impact strength making them tough, resilient and durable. Being resistant to rust, ultraviolet radiation and most chemical reactions, the estimated life of these products is approximately 70 years.

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Attributes & Advantages of MagikFlow & MagikFit: Universal Compatibility of Fittings Strong and Durable Light and Easy to Install Smooth and Easy Flow Leak Proof Minimum Maintenance Smartly Built for Easy Cleaning Fire Resistant Chemical Resistant Rust Free UV Ray Resistant

5. Poles Skipper’s Steel Poles are used extensively for Power Distribution & Lighting projects in India (RGGVY and APDRP) as well as in the Gulf & African countries. Poles are supplied as Painted or Galvanized as per project requirements. Our wide selection of commercial poles comprises Tubular Swaged poles, High Mast Poles and Octagonal poles. Our product value chain begins with the procurement of Hot Rolled Coils, confirming to IS : 10748 / IS : 5986 or equivalent standards which are then, either used as inputs for the manufacture of Steel Tubes and subsequently for Swaged Poles, or straight away slit and cut to size for manufacture of High Mast / Octagonal Poles. The 14 meter long Galvanizing unit ensures that all sizes of Poles & Structures can be galvanized in a single dip, thereby eliminating double-dipping and zinc marks. Our product versatility allows architects, engineers and design professionals to use our products for a wide range of commercial, residential, municipal and industrial applications. The durability and strength of the product, along with its lightweight, maintenance-free construction results in minimum installation time and lower shipping cost. Each phase of design, fabrication, finishing and delivery is planned and seamlessly carried out to ensure that customers receive the highest quality products. 6. Scaffoldings Capitalizing on the growing importance of steel scaffoldings, Skipper Limited has emerged as eastern India’s largest steel scaffolding manufacturer and among India’s top five scaffolding manufacturers. We have access to ready raw material for captive pipe manufacture, ensuring timely product delivery. We possess a credible quality assurance in the form of our ISO certification. Our product is manufactured in adherence to ASTM, BS/EN and BIS norms. Our in-house tube production enhances cost competitiveness and facilitates ready tube availability. With a strong technical and design team driving customization of product as per customer requirement, we enjoy enduring relationships with reputed construction giants like DLF, Simplex, Unitech and Shapoorji Pallonji, among others. Benefits of scaffoldings: In India, use of bamboo and timber are banned beyond a certain height, making steel

scaffoldings mandatory. Scaffoldings are reusable and easy to handle. They are eco-friendly and safer than alternatives. Our state-of-the-art scaffolding division manufactures the following products consistent with the industry standards: Scaffold tubes, Couplers, Cup-lock System, Kwick Stage Systems, Props and Jacks, Scaffold Planks and Frame Systems.

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7. Hot Rolled Products Skipper Limited offers one of the finest and most varied product ranges among hot rolled products in Eastern India. These products have numerous applications owing to their high quality assurance and superior performance characteristics. Our hot rolled products are also used in-house for the production of steel towers, pipes and tubes. Hot Rolled Coils: Skipper’s hot rolled coils have versatile usage. The product’s strength and superior welding properties ensures its suitability in various applications. Shipper coils are ideal for cold-rolling purposes and also for cold-forming for bending, and deep drawing and for pickling and welding. The grades supplied by us are also suitable for the manufacture of steel tubes and pipes. The product incorporates good quality and characteristics that enable greater performance. Our company also offers custom-made products manufactured with dedicated properties for specific applications. Hot Rolled Structural: Our Company manufactures a wide range of steel structural to meet in-house and market requirement. Manufactured products undergo well-defined quality procedures and are, therefore, credibly quality-assured, manufactured in conformity with the IS: 2062 Standard. Skipper structurals are widely applied in the Transmission Tower manufacturing and general construction purpose. Our product range includes the following:

Mild Steel & High Tensile Angles - Size 35x35x3 up to 200x200x20 MS Channels - Size 75x40 up to 300x90 MS Joists - Size 125x70 up to 400x140 MS Flats MS Rounds 8. HDD Projects Horizontal Directional Drilling (HDD) facilitates the faster installation of underground utilities, eliminating the need for surface excavation. HDD reduces environmental damage and associated costs of underground working. We provide trench-less horizontal drilling for the installation of optic fiber cable networks, oil and gas pipelines and cable networks, among others. Our Company analyses the feasibility and geo-technical report for installation through the HDD method. Skipper Limited pioneered trench-less technology in India. Our clients include large reputed corporations like Reliance Infocom, BSNL, VSNL, Tata Tele services, Bharti Televentures and Hutch Telecom, among others. Using state-of-the-art equipment, we have accomplished successful projects in Delhi, Punjab, Mumbai, Chennai, Bangalore, Orissa, Jharkhand, Bihar and West Bengal. With HDD it is possible to install utilities such as optic fibre cables, HDPE ducts, power cables and steel pipelines (for sewage, waterlines or gas lines). Process of procuring Raw Material The Company is having a designated purchase department which discharges procurement function. The main raw materials of the Company comprises of PVC resin, steel and zinc. There are regular suppliers of raw materials ensuring smooth supply of proper quality of raw materials to the Company. The Company procured its raw material mainly from Eastern India region and the same is brought to the factory by the mode of road transport. The Company regularly enters into annual/quarterly MOUs for steel products with steel giant SAIL. Because the steel consumed by Skipper is mostly of value-added variety SAIL gives top

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priority to Skipper’s Steel requirements (Billets, HR Coils, Plates) and is always open to Enhancement of quantity under MOU scheme for any additional requirements of Skipper. Competition The Company faces competition for products from other manufacturers in the domestic market. The Company competes with other manufacturers on the basis of product range, product quality, and product price including factors, based on reputation, regional needs, and customer convenience.

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HISTORY AND CORPORATE STRUCTURE

Our Company was incorporated under the Companies Act, 1956 on March 5, 1981, as Skipper Investments Limited. The name of the Company was changed to Skipper Steels Limited and a fresh Certificate of Incorporation consequent upon change of name was issued on April 26, 1984. Thereafter, the name of the Company was changed to Skipper Limited and a fresh Certificate of Incorporation consequent upon change of name was issued on September 7, 2009.

In 2008, pursuant to a Scheme of Amalgamation, Bansal Cylinders & Tubes Limited and Vishwajyothi Tracon Private Limited, S K Bansal Group companies were amalgamated with Skipper Steels Limited vide order dated April 28, 2008 of the Honb’le High Court at Calcutta. Subsequently, Bansal Cylinders & Tubes Limited and Vishwajyothi Tracon Private Limited were dissolved pursuant to the said Scheme of Amalgamation. Further, in 2009, pursuant to a Scheme of Amalgamation, Skipper Infrastructure Limited, a S K Bansal Group company was amalgamated with Skipper Steels Limited vide order dated March 24, 2009 of the Honb’le High Court at Calcutta. Subsequently, Skipper Infrastructure Limited was dissolved pursuant to the said Scheme of Amalgamation.

Our Company is one of the leading manufacturers of Transmission towers, Telecom Towers, PVC, GI, and SWR Pipes & Fittings, Tubular Poles, Scaffolding Systems. The Company is also engaged in Horizontal Directional Drilling (HDD) and Transmission Line Engineering Procurement Construction (EPC) which are mainly used in infrastructure development.

Important events in the history of the Company are as follows: Year Milestone 1981 Incorporated as Skipper Investments Limited 1990 Name changed to Skipper Steels Limited and diversified into manufacturing of Telecom

Towers & Masts 2001 Set up LPG Cylinder unit 2003 Set up first Tube mill 2005 Set up first Galvanizing plant 2006 Crossed INR 1 billion revenue

Got Powergrid approval for Tower unit and order for 400KV (the highest voltage level at that time)

Entered into a manufacturing tie-up with Ramboll, Denmark, world’s largest Tower designing company

2007 Entered into value addition of Steel Tubes as scaffoldings 2008 Started process of conversion of Tower production process from manual to Automated

CNC 2009 Got India’s first order for 800KV transmission tower from PGCIL

Commissioned Uluberia unit with first PVC unit and India’s first double side Tube GI Plant

2009 Name changed to Skipper Limited 2010 Entered into backward integration of the two major product verticals Tubes and

Towers, by way of Strip mill and Angle mill Crossed INR 5 billion revenue

2013 Crossed INR 10 billion revenue MAIN OBJECTS OF THE COMPANY AS SET OUT IN THE MEMORANDUM OF ASSOCIATION

1. To carry on the business of iron founders, civil and mechanical engineers and manufacturers of agricultural, industrial and other machinery and tools bits, machine tools-makers, brass founders metal workers boiler-makers, makers of locomotive and engines of every description, mill-wrights. machinists, Iron and steel converters, smiths, wood workers, builders, painters, metallurgists, electrical engineers, water supply engineers, gas markers, framers, printers, carriers and merchants and to buy, sell,

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manufacturer, repair, convert, alter. let on hire and deal In machinery, Implement, dressers, preheaters, burners, steel fiies, .furnaces, oil, fired or otherwise, welding rods, fluxes., welding safety equipments, air 'compressors, roiling stock and hardware of all kinds, nuts, bolts, hooks, pins, pannels, iron doors and windows, grills, trucks, and bus body buildings, pressing and punching, moulding, carpentary machine, tools, tips wagons, railway points and crossing. railways signals, wire rope, civil rope, coir rope, jute rope, canvas tarpaulins small machineries, hamilton poles, and pole fixtures procelains, flour mills, all mills, del mills and machineries for flour mills (chakki) oil mills, dal mills, jute mills, machineries and spares, looms, leather, milling machine, drilling machine, general fittings, accessories and appliances.

2. To carry on the business of metal founders manufacturers of aluminium, brass, copper, lead, silver and metal sheets, wires rod, squares and plates of all sizes and description, aluminium, lead and other metal foils, and utensils, lead and bares pipes, sets, ingots and circles and other manufacturers and parts.

3. To carry on all kinds of business of designers, manufacturers, processors, assemblers, dealers, traders, distributors, importers, exporters, agents, consultants, system designers, and contractors for erection and commissioning or to deal in any other manner including storing, packing, transporting, converting, repairing, installing, training, servicing maintenances of all types, varieties and kinds relating to Infrastructure including (i) signalling, telecommunication and control equipments used In roads, railways, ships, aircrafts, airports, railway stations, public places along with associated accessories and test rigs, (Ii) towers used for distribution and supply of electricity and (iii) instruments, testing equipments, accessories for repair, maintenance, calibration and standardization of all the above items In laboratories, service centres, processing plants, manufacturing plants and at customers and clients places.

4. To carryon all or any of the business 01 producers, manufacturers, generators, suppliers, distributors, transformers, converters, transmitters, processors, developers, storers, procurers, carriers, and dealers In electricity, all form of energy and any such products and by products derived from such business including without limitation, steam, fuels, ash. conversion of ash into bricks and any .products derived from or connected with any other form of energy including without limitation to conventional sources such as heat, thermal hydel and/or from non-conventional sources such as tidal wave, wind, solar, geothermal, biological, biogas and coal bed methane.

5. To carry on all or any of the business of purchasers, creators, generators, manufacturers, producers, procurers, suppli.ers, distributors, 'converters, processors,' developers, stores, carriers, and dealers In, design or otherwise acquire to use, sell, transfer or otherwise dispose of electricity, steam, hydro or tidal, water, wind, solar, hydrocarbon fuels, fuel handling equipments and machinery and fuel handling facilities thereto and any products or by products derived from any such business (including without limitation distillate fuel oil and natural gas whether In liquefied or vaporized form) or other energy 01 every kind and description and stoves, cookers, healers, geysers, biogas, plants, gas and steam turbines, boilers, generators, alternators, diesel generating sets and other energy devices and appliances of every kind and description.

Material Contracts: The Company has not entered into any material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or any material contract more than two years before the date of the Information Memorandum. Our Subsidiaries: Our Company at present has no subsidiary as on the date of this Information Memorandum.

47

OUR MANAGEMENT

In accordance with our Articles, our Company is required to have not less than three directors and not more than twelve directors. Our Company has eight Directors on its Board. The details of the Board of Directors of the Company are given below: Sl. No.

Name, Designation Address, DIN

Date of Appointment

Age in

Years

Directorship in other Companies

1 Mr. Sadhuram Bansal Chairman Emeritus Non-Independent 17, Moore Avenue, Regent Estate, Kolkata, 700040, West Bengal, India DIN No. 00063541

28/09/2006 78 1. Utkarsh Tubes & Pipes Ltd. 2. Skipper Realties Ltd.

2 Mr. Amit Kiran Deb Chairman-Independent Director Block - DA -38, Sector - 1, Salt Lake, Bidhannagar (N), North 24 Parganas, 700064, West Bengal, India DIN No. 02107792

28/01/2010 65 1. Emami Ltd. 2. India Power Corporation Ltd.

3 Mr. Sajan Kumar Bansal Managing Director 17, Moore Avenue, Regent Estate, Kolkata, 700040, West Bengal, India DIN No. 00063555

26/10/1984 56 1. Skipper Telelink Ltd. 2. Skipper Realties Ltd. 3. Vanbandhu Prakashan Pvt. Ltd. 4. Ventex Trade Pvt Ltd. 5. Suviksit Investments Ltd. 6. Skipper Plastics Ltd. 7. Mayur Apartments Pvt. Ltd. 8. Saraogi Oxygen Ltd.

4 Mr. Sharan Bansal Whole-Time Director 17, Moore Avenue, Regent Estate, Kolkata, 700040, West Bengal, India DIN No. 00063481

02/04/2002 34 1. Skipper Realties Ltd. 2. Skipper Telelink Ltd. 3. Suviksit Investments Ltd. 4. Skipper Plastics Ltd.

5 Mr. Devesh Bansal Whole-Time Director 17, Moore Avenue, Regent Estate, Kolkata, 700040, West Bengal, India DIN No. 00162513

05/04/2002 31 1. Skipper Realties Ltd. 2. Skipper Telelink Ltd. 3. Suviksit Investments Ltd. 4. Skipper Plastics Ltd. 5. Ventex Trade Pvt Ltd. 6. Saraogi Oxygen Ltd.

6 Mr. Siddharth Bansal Whole-time Director 17, Moore Avenue, Regent Estate, Kolkata, 700040, West Bengal, India DIN No. 02947929

10/03/2010 25 1. Kumar & Prabhakar Construction Company Pvt. Ltd.

2. Saraogi Oxygen Ltd.

7. Mr. Manindra Nath Banerjee Independent Director 124, Jodhpur Park, Kolkata 700068, West Bengal, India DIN No. 00312918

17/09/2007 76 1. Century Plyboards (India) Ltd. 2. Star Ferro and Cement Ltd.

48

Sl. No.

Name, Designation Address, DIN

Date of Appointment

Age in

Years

Directorship in other Companies

8 Mr. Shyam Bahadur Singh Independent Director 135, Chira Chas, Chas P.O., Bokaro - 827013, Jharkhand, India DIN No. 01982407

25/11/2009 72 1. Jai Balaji Industries Ltd. 2. Adhunik Industries Ltd.

Brief Profile of the Directors – Mr. Sadhuram Bansal, designated as Chairman Emirates, having more than 50 years of experience in the manufacturing industry. He has pioneered the conversion of the Bansal group in the early 70’s from a small trading house to a large manufacturing conglomerate. He continues to inspire the young leadership to dream big and take the business to newer heights.

Mr. Amit Kiran Deb, IAS (Retired), is an Independent Chairman of the Board of Director of the Company. Mr. Deb holds a Masters Degree in Political Science from Allahabad University. He had joined the Indian Administrative Service (IAS) in year 1971 assigned then to the West Bengal Cadre. He has over 30 years of experience in State & Central Government governance, before served as the Chief Secretary, Government of West Bengal. He has handled several important portfolios of the West Bengal Government such as Home, C&I (Culture & Information), Tourism and Industry, before finally retired as Chief Secretary. Mr. Deb has profound knowledge and experiences in different types of industries.

Mr. Sajan Kumar Bansal, designated as Managing Director, is the driving force behind the Company’s exponential growth since the beginning of the new millennium. Under his visionary leadership, the Company has grown from a single unit, single product manufacturer to multi product manufacturer with products ranging from steel to plastics.

Mr. Sharan Bansal, Whole-Time Director, is holding a B.Tech in Mechanical Engineering. He is heading the Tower manufacturing and EPC businesses of the Company.

Mr. Devesh Bansal, Whole-Time Director, is holding Master degree in International Business. He is heading the Tubes and Tubular products divisions of the Company. He is credited with the group’s upstream expansions.

Mr. Siddharth Bansal, Whole-Time Director, is holding a degree in Entrepreneurship from University of Illinois, USA. He has led the Company’s first diversification into non-steel products and is heading the PVC pipe manufacturing divisions of the Company.

Mr. Manindra Nath Banerjee, IAS (Retired) has a long spanning service career. He had served as Managing Director as well as Chairman of more than 10 State Government undertakings. He has also worked in Durgapur steel Plant on deputation from State Government. Having substantial administrative experience, Mr. Banerjee presently serves as an Independent Director on the Board of Directors of the Company.

Mr. Shyam Bahadur Singh, Ex MD, Steel Authority of India Limited, is graduated in Engineer in 1959. He rose to become Managing Director of Durgapur Steel Plant and a Director on the Board of SAIL in 1993, finally retiring from that position in 2001. Widely travelled, he is associated with several reputed business houses. Mr. Singh presently serves as an Independent Director on the Board of Directors of the Company.

49

Key Managerial Personnel

Name Designation Qualification Area of Expertise

Experience in our

Company (years)

Shankar Lal Poddar Sr. Executive B.Com Administration & Purchase

27

Sanjay Kr. Agrawal VP-Finance B.com , FCA Finance 3

G.D. Mazumder GM-Production & Planning

DME, AMIE Tower-Production 4

Sushil Beriwal Vice President B.Com Administration & Infrastructure – Project

19

Nand Kishore Maheshwari

GM-P.V.C. Marketing B.SC, MA PVC Marketing 7

S. Madeka GM Quality M.Sc. (Chemistry)

Quality 6

Arindam Banerjee Manager - Production

DME Tower-Production 2

Rajiv Agarwal GM-Production & Planning

B.Com Tower-Production 9

Arbind Jain Company Secretary B.Com, CA, CS, ICWA

Finance & Secretarial

7

Suresh Mahawar AGM-Purchase B.com Purchase 4 mths

Rajat Subhra Mukherjee

General Manager-HR M.Sc., MBA, Exec. MBA

HR 2

Abhishek Goel Sr. Manager Technical

B.Tech, M.Sc. Technical & Maintenance

2

Manish Jain AGM Commercial C.A. Commercial 1

Ranjit Mukherjee Chief Manager (Drawing)

DME Drawing & Pre-Engineering

1

Borrowing powers of Board of Directors Pursuant to a resolution passed by our shareholders in accordance with the provisions of the Companies Act, 1956, at their meeting held on July 22, 2010, our Board of Directors has been authorised to borrow money for the purposes of the Company upon such terms and conditions and with/without security as the Board may think fit, provided that the money or monies to be borrowed together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not exceed, at any time, a sum of Rs. 1,000 Crores. Terms and conditions of employment of our Executive Directors The details of terms and conditions of appointment, including remuneration, of Executive Directors are as under:

Particulars Mr. Sajan Kumar Bansal

(Managing Director)

Mr. Sharan Bansal (Whole-Time

Director)

Mr. Devesh Bansal (Whole-Time

Director)

Mr. Siddharth Bansal

(Whole-Time Director)

Tenure 3 years 3 years 3 years 3 years 21 days

From October 1, 2013 to September 30, 2016

From July 1, 2014 to June 30, 2017

From April 1, 2013 to March 31, 2016

From March 10, 2013 to March 31, 2016

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Notice Period Three months Three months Three months Three months

Maximum Remuneration in case of inadequate profit or no profit

In accordance with the limits specified under Schedule XIII of the Companies Act, 1956




Remuneration per month

Rs.11.00 lacs (10% increase every year)




Allowance & Perquisites

As per the rules of the Company




Remuneration of our Independent Director The Independent Directors are not entitled to receive any remuneration except sitting fees for attending meetings of the Board of Directors and Committee thereof. Independent Directors are entitled to a sitting fee of Rs.7,500 per meetings of the Board and Committee thereof. During FY2013-14, the Company has paid Rs.6.00 lacs to Mr. Amit Kiran Deb, Independent Chairman after obtaining the requisite approval from the Ministry of Corporate Affairs as per of Section 309(4) of the Companies Act, 1956. The details of sitting fees paid to non-executive directors during FY2013-14 are given below:

Name of Director Amount of Sitting Fees (Rs.)

Mr. Manindra Nath Banerjee 60,000 Mr. Shyam Bahadur Singh 30,000

Mr. Amit Kiran Deb Nil

Corporate Governance Corporate Governance is a set of systems and practices which ensures that the affairs of the Company are being managed in a way which ensures integrity, fairness, equity, transparency, accountability and commitment to values. The Company’s focus has always been on adopting the good governance practices. The Corporate Governance demands an improved level of competency among the executives to meet the expectations in managing the enterprises and its resources effectively in an ethical and transparent manner. The company promotes the values in its relationships with employees, shareholders, creditors, consumers and other stakeholders. Corporate Governance is a journey for constantly improving sustainable value creation and its upward moving target. The Company believes that good corporate governance is pre-requisite for achieving the highest standards of ethics in the overall interest of all the stakeholders. Board of Directors The Board of Directors is the apex body for overseeing the overall functioning of the Company. The Board provides the strategic direction and management policies and evaluates their effectiveness to ensure that the long-term interests of the shareholders are being served. The Managing Director is assisted by Whole-Time Directors and senior managerial personnel in overseeing the functional matters of the Company. At present, we have eight Directors on our Board, out of which three are Independent Directors. The Chairman of the Board is an Independent Director. We are in compliance with the requirements of corporate governance set forth in Clause 49 of the Listing Agreement.

51

Audit Committee

Our Audit Committee was constituted on November 25, 2009. Currently, our Audit Committee comprises of the following members: Member of the Audit Committee Designation Mr. Manindra Nath Banerjee Chairman (Independent Director) Mr. Shyam Bahadur Singh Member (Independent Director) Mr. Sharan Bansal Member (Whole-Time Director)

Terms of reference The terms of reference, role and scope of Audit Committee are in line with those prescribed by Clause 49 of the Listing Agreement with the stock exchange(s).

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company’s internal control and financial reporting process and, inter alia, performs the following functions:

1. Overseeing the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

3. Approving payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to: a) Matters required to be included in the Director’s Responsibility Statement to be

included in the Board’s report in terms of clause (2AA) of Section 217 of the Companies Act, 1956, as amended;

b) Changes, if any, in accounting policies and practices along with reasons for the same; c) Major accounting entries involving estimates based on the exercise of judgment by

management; d) Significant adjustments made in the financial statements arising out of audit findings; e) Compliance with listing and other legal requirements relating to financial statements; f) Disclosure of any related party transactions; and g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the uttilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

8. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

9. Discussing with the internal auditors any significant findings and follow up there on; 10. Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

11. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

12. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

13. Reviewing the functioning of the Whistle Blower mechanism, in case the same is existing; 14. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other

person heading the finance function or discharging that function) after assessing the

52

qualifications, experience & background, etc. of the candidate; and 15. Carrying out any other function as is mentioned in the terms of reference of the Audit

Committee or contained in the Listing Agreement as and when amended from time to time.

Remuneration Committee Remuneration Committee is a non-mandatory requirement under Clause 49 of the Listing Agreement with stock exchanges, hence, not formed. The Board of Directors determines the remuneration payable to the Executive Directors subject to the approval of the shareholders. Shareholders/Investors’ Grievances Committee Our Shareholders/Investors’ Grievances Committee was constituted on November 25, 2009. Currently, the Shareholders/Investors’ Grievances Committee comprises of the following members: Member of the Compensation Committee Designation Mr. Manindra Nath Banerjee Chairman (Independent Director) Mr. Sharan Bansal Member (Whole-Time Director)

Terms of reference The terms of reference, role and scope of the Shareholders/Investors’ Grievances Committee are in line with those prescribed by Clause 49 of the Listing Agreement with the stock exchange(s). The Committee was constituted to address investor grievances and complaints such as transfer of equity shares, non-receipt of annual reports and non-receipt of declared dividends, among others, and ensure an expeditious resolution of the matter. The Committee also evaluates performance and service standards of Registrar and Transfer Agent and provides continuous guidance to improve the service levels for investors. Shareholding of the Directors The following table shows the direct shareholding of our Directors in our Company, as on the date of filing of this Information Memorandum: S. No. Name No. of Equity Shares

1. Mr. Sadhuram Bansal 36,60,489 2. Mr. Amit Kiran Deb Nil 3. Mr. Sajan Kumar Bansal 82,48,596 4. Mr. Sharan Bansal 41,96,955 5. Mr. Devesh Bansal 31,22,175 6. Mr. Siddharth Bansal 80,68,725 7. Mr. Manindra Nath Banerjee Nil 8. Mr. Shyam Bahadur Singh Nil

Interest of Directors All Independent Directors, may be deemed to be interested to the extent of fees, if any, payable to them for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under our Articles of Association. The executive Directors are interested to the extent of remuneration paid to them for services rendered as an officer or employee of our Company and the terms of such remuneration are set forth in contracts executed between our executive Directors and our Company. All our Directors, including Independent Directors, may also be deemed to be interested to the extent of Equity Shares, if any, already held by them and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

53

Changes in Directors during the last three years The changes in our Board of Directors in the three years preceding the date of this Information Memorandum are as follows: Sl. No.

Name of Directors Date of Appointment

Date of Cessation

Reason

1 Mr. Malay Sengupta 11/08/2009 16/06/2012 Resignation

Disclosure on materially significant related party transaction The Company does not have any related party transaction, which may have potential conflict with the interest of the Company. Other related party transactions have been reported in Notes on Accounts in the financial statements every year. The Register of Contracts containing transactions, in which the Directors are interested, is placed before the Board regularly. Code of conduct The Code of Business Conduct and Ethics for Directors and Management Personnel (‘the Code’), as adopted by the Board of Directors, is a comprehensive Code applicable to all Directors and management personnel. The copy of the Code has been put on the Company’s website www.skipperlimited.com. The Code has been circulated to all the members of the Board and management personnel and the compliance of the same is affirmed by them annually. A declaration to this effect signed by the Managing Director is included in the Annual Report every year. Disclosure of Accounting Treatment The Company has followed the prescribed Accounting Standards in preparation of financial statements. The accounting treatment has been disclosed in the Notes to accounts to the financial statements. Risk Management The Company has laid down the procedures to inform the Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management control risks through means of properly defined framework. Details of non-compliances There has been no instance of non-compliance by the Company on any matter relating to capital market. Means of communication Quarterly results of the Company are communicated to the Stock Exchanges immediately after the Board meeting held to consider the same. The results for the year under review were published in English in the ‘Business Standard’ and in Bengali in ‘Dainik Lipi/Arthik Lipi’. Share Transfer System The Shareholders/Investors Grievance Committee approves transfer of shares in physical mode. Transfers of shares are affected by the Company’s Registrar and Transfer Agent within 15 days of receipt of request. Dematerialization is done within 15 days of receipt of request from the shareholder along with the shares certificate through the Depository Participant.

54

PROMOTERS

The details of the promoter of the Company are as follows: Mr. Sajan Kumar Bansal

Permanent Account Number AHDPB8853A

Voter ID Card No. LFB0838953

DIN 00063555

Address


Mr. Sajan Kumar Bansal, designated as Managing Director, is the driving force behind the Company’s exponential growth since the beginning of the new millennium. Under his visionary leadership, the Company has grown from a single unit, single product manufacturer to multi product manufacturer with products ranging from steel to plastics.

55

GROUP COMPANIES The top five companies which are the part of our promoter Group are as follows: a) Skipper Telelink Limited b) Skipper Realties Limited c) Ventex Trade Private Limited d) Suvikist Investments Limited e) Skipper Plastics Limited a) Skipper Telelink Limited Skipper Telelink Limited was incorporated originally incorporated as BMW Tele-Link Limited on April 22, 2004. Thereafter, the name of the company was changed to Skipper Telelink Limited and a fresh Certificate of Incorporation was issued on March 9, 2007 by the Registrar of Companies West Bengal. The main object of the Company is to carry on the business of providing value added services, undertaking job works, designing manufacturing, researching, developing buying, selling, exporting, importing, collaborating etc. of all types of Telecommunication equipments, including telecommunication cables, wires, optical fibres, jointing kits and accessories etc. radio communication equipments, analogue and digital types, optical communication equipments etc. The registered office of the company is situated at 3A, Loudon Street, 1st Floor, Block-A, Kolkata–700017, West Bengal. Corporate Identity Number: U64202WB1994PLC063002 Shareholding Pattern The current shareholding pattern of Skipper Telelink Limited is as follows: Particulars No. of Shares % Promoter & Promoter Group 551,700 98.48 Others 8,500 1.52

Total 560,200 100.00 Board of Directors The Board of Directors of Skipper Telelink Limited comprises of: Sl. No. Name Designation

1. Mr. Sajan Kumar Bansal Director 2. Mr. Sharan Bansal Director 3. Mr. Devesh Bansal Director

Change in the Management There has been no change in the management of Skipper Telelink Limited in the last three years. b) Skipper Realties Limited Skipper Realties Limited was incorporated on July 10, 2003 as Bansal TMT Steels Limited. Subsequently, the name of the company was changed to Skipper Realities Limited and a fresh certificate of incorporation was issued by the Registrar of Companies, West Bengal dated September 21, 2013. The main object of the company is to carry on all or any of the business of manufacturers, assemblers fitters, engineers, erectors, founders, smelters, refiners, makers, drawers, miners, repairers, rollers, re-rollers, importers, exporters, agents, representatives, proprietors,

56

contractors, merchants, suppliers, manipulators and dealers of and in pig iron and steels of all kinds, of ferrous and non-ferroue metals and alloy, Iron and metal scraps, ferro-alloys, machines, machinery parts and accessories, tools and implements of all kinds, machines tools, rollers and tappers bearings, heavy and other machines and tools, cast-iron, steel and metal goods, Iron, steel and other metal castings, and forgings, jute mill machines, mining accessories, agricultural machinery, implements and accessories, earth cutting and moving machines, bull-dozers, dumpers, dredgers, shovels, road rollers, building etc. The registered office of the company is situated at 3A, Loudon Street, 1st Floor, Block-A, Kolkata–700017, West Bengal. Corporate Identity Number: U70102WB2003PLC096549 Shareholding Pattern The current shareholding pattern of Skipper Realties Limited is as follows: Particulars No. of Shares % Promoter & Promoter Group 1,445,400 99.66 Others 5,000 0.34

Total 1,450,400 100.00 Board of Directors The Board of Directors of Skipper Realties comprises of: Sl. No. Name Designation

1. Mr. Sadhuram Bansal Director 2. Mr. Sajan Kumar Bansal Director 3. Mr. Sharan Bansal Director 4. Mr. Devesh Bansal Director

Change in the Management There has been no change in the management of Skipper Realties Limited in the last three years. c) Ventex Trade Private Limited Ventex Trade Private Limited was incorporated vide certificate of Incorporation dated October 13, 1995 issued by the Registrar of Companies, West Bengal. The main object of the Company is to carry on the business of exporters, importers, buying, selling, agents, commission agent, manufactures, processors, traders, suppliers, dealers in all kinds of fabrics & articles made of them jute, jute goods, jute rejection, hession, A twills, B twills, silk, cotton etc. The registered office of the company is situated at 3A, Loudon Street, 1st Floor, Block-A, Kolkata–700017, West Bengal. Corporate Identity Number: U51109WB1995PTC075034

Shareholding Pattern The current shareholding pattern of Ventex Trade Private Limited is as follows:

Particulars No. of Shares % Promoter & Promoter Group 1,466,690 100.00 Others - -

Total 1,466,690 100.00

57

Board of Directors The Board of Directors of Ventex Trade Private Limited comprises of:

Sl. No.

Name Designation

1 Mr. Sajan Kumar Bansal Director 2 Mr. Devesh Bansal Director

Change in the Management There has been no change in the management of Ventex Trade Private Limited in the last three years. d) Suviksit Investments Limited Suviksit Investments Limited was incorporated vide Certificate of Incorporation dated on October 13, 1978 issued by the Registrar of Companies, West Bengal. The main object of the Company is to carry on the investment business and to purchase, acquire, hold and dispose of or otherwise deal and invest in shares, stocks, debentures, debenture stock, bonds, obligations and securities issued guaranteed by any company, government, state, dominion etc. The registered office of the company is situated at 2A, Mayur Apartmenta 2nd Floor, Kolkata – 700017, West Bengal.

Corporate Identity Number: U67120WB1978PLC031740

Shareholding Pattern The current shareholding pattern of Suviksit Investments Limited is as follows: Particulars No. of Shares % Promoter & Promoter Group 50,000 100.00 Others Nil -

Total 50,000 100.00 Board of Directors The Board of Directors of Suviksit Investments Limited comprises of: Sl. No. Name Designation

1. Mr. Sajan Kumar Bansal Director 2. Mr. Sharan Bansal Director 3. Mr. Devesh Bansal Director

Change in the Management There has been no change in the management of Suviksit Investments Limited in the last three years. e) Skipper Plastics Limited Skipper Plastics Limited was incorporated as Rama Consultancy Company (1993) Private Limited on November 16, 1993 as a private limited company. Subsequently, Rama Consultancy Company (1993) Private Limited was converted into a public limited Company and renamed as Rama Consultancy Company (1993) Limited and a fresh certificate of incorporation consequent upon change of name was issued on October 10, 2011 by the Registrar of Companies, West Bengal. Thereafter, the name of the Company has been changed to Skipper Plastics Limited and a

58

fresh certificate of incorporation consequent upon change of name was issued on September 21, 2013 by the Registrar of Companies, West Bengal. The main object of the Company is to establish, own, run, mange and to carry on the business as manufacturers, producers developers, traders, buyers, sellers, exporters, importers, operators, engineers, fabricators, contractors, sub-contractors, brokers, assemblers, packers, re-packers, jobbers, designers, laminators, merchants, resellers, dealers, distributors, converters, recyclers and/or in any other capacity in which the business may be carried on all kinds of goods used for the purpose of the irrigation, water transportation, sanitary systems, drainage systems, cable dueling or for any other purpose wherein it can be used conveniently such as pipe, tubes, hoses, sprinklers, polyethylene pipes for sprinkler irrigation system, drippers, accessories, fittings HOPE material for moulding and extrusion and all other ancillary and auxiliary materials or derivatives or articles or things which can be made by using rigid PVC, polythene, LOPE, HDPE, PP, LLDPE, plastic resins, plastic granules, polymers, monomers, polypropylene, thermoplastic, foam, adhesives, synthetic resins, emulsions, fiberglass, PVC Compound, PVC Dryblend, PVC Premix and the like by whatever name called or their derivatives/mixtures and to do all incidental acts and things necessary for the attainment of the above objects,

The registered office of the company is situated at 3A, Loudon Street, 1st Floor, Block-A, Kolkata–700017, West Bengal.

Corporate Identity Number: U25200WB1993PLC060734

Shareholding Pattern The current shareholding pattern of Skipper Plastics Limited is as follows: Particulars No. of Shares % Promoter & Promoter Group 33,76,98,420 78.89 Others 9,03,72,200 21.11

Total 42,80,70,620 100.00 Board of Directors The Board of Directors of Skipper Plastics Limited comprises of: Sl. No. Name Designation

1. Mr. Sajan Kumar Bansal Director 2. Mr. Sharan Bansal Director 3. Mr. Devesh Bansal Director 4. Mr. Mohan Kumar Kedia Director 5. Ms. Sarita Devi Kedia Director

Change in the Management The existing promoter of our Company has acquired control over Skipper Plastics Limited in the year 2011.

59

KEY INDUSTRY REGULATION AND POLICY Our Company, in its business of manufacturing of PVC, GI, and SWR Pipes & Fittings, tubular poles, scaffolding systems and towers (telecom and transmission) and is governed by various legislations as applicable to it, and its unit at Jangalpur and Uluberia in the State of West Bengal. Some of the key regulations applicable to us are summarised hereunder: Environment Laws The Environment (Protection) Act, 1986: The Act prescribes the powers of the Government of

India for the protection of the environment and control of environmental pollution. The Government of India is empowered to prescribe and lay down the standards for protection of the environment; these measures include the standards for emissions and discharge from different sources, restriction on the area where certain activities may be carried out. Any contravention of the Environment (Protection) Act, 1986 is punishable by fines and/or imprisonment.

The Water (Prevention & Control of pollution) Act, 1974: The Act provides for the setting up of Central and State Pollution Control Boards for the protection and the control of the water pollution. The board lay down the standards and the levels of effluent discharge that is permissible. The prior consent of the relevant board is also required for carrying of any activity which is likely to discharge sewage and trade effluent. Any contravention of the provisions of this Act is punishable by fines and /or imprisonment.

The Air (Prevention & Control of pollution) Act, 1981: The Act provides for setting up of Central and State Pollution Control Boards for the protection and the control of the air pollution. The board lay down the standards and the levels of emission of pollutants that is permissible from various sources. The board has the power to designate certain areas as air pollution control area. The prior consent of the relevant board is also required for carrying of any activity in an air pollution control area. Any contravention of the provisions of this Act is punishable by fines and/or imprisonment.

Industrial and Labour Laws Factories Act, 1948 provides for healthy working environment for the workers/ labourers to

work, it not only regulates the health, safety, welfare and other working conditions of workers in the factory but also the working hours of the workers and labourers.

Industrial Dispute Act, 1947 provides for the investigation and settlement of industrial disputes. It also contains various provisions to prohibit strikes and lock-outs, declaration of strikes and lockouts as illegal and provisions relating to lay-off and retrenchment and closure, Conciliation and adjudication of industrial disputes by; Conciliation Officers, a Board of Conciliation, Courts of Inquiry, Labour Courts, Industrial Tribunals and a National Industrial Tribunal.

Payment of Wages Act, 1936 contains provisions as to the minimum wages that are to be fixed by the appropriate Governments for the employees, fixation and revision for the minimum wages of the employees, entitlement of bonus to the employees, fixing the payment of wages to workers and ensuring that such payments are disbursed by the employers within the stipulated time frame and without any unauthorized deductions.

Workmen's Compensation Act, 1923 aims at providing financial protection to employees (their dependents in the event of fatal accidents) by means of payment of compensation by the employers, if personal injury is caused to them by accidents arising out of and in the course of their employment. This Act makes it obligatory for the employers brought within the ambit of the Act to furnish, to the State Governments/Union Territory Administrations, annual returns containing statistics relating to the average number of workers covered under the Act, number of compensated accidents and the amount of compensation paid.

The Contract Labour (Regulation and Abolition) Act, 1970 (the “CLRA”) requires establishments that employ or have employed on any day in the previous 12 months, 20 or

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more workmen as contract labour to be registered and prescribes certain obligations with respect to the welfare and health of contract labour. The CLRA places an obligation on the principal employer of an establishment to which the CLRA applies to make an application for registration of the establishment. In the absence of registration, contract labour cannot be employed in the establishment. Likewise, every contractor to whom the CLRA applies is required to obtain a license and not to undertake or execute any work through contract labour except under and in accordance with the license issued. To ensure the welfare and health of contract labour, the CLRA imposes certain obligations on the contractor including the establishment of canteens, rest rooms, washing facilities, first aid facilities, and provision of drinking water and payment of wages. In the event that the contractor fails to provide these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period.

Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. It is applicable to the establishment employing more than 20 employees and as notified by the government from time to time. All the establishments under the Act are required to be registered with the appropriate Provident Fund Commissioner. Also, in accordance with the provisions of the Act the employers are required to contribute to the employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining allowance (if any) payable to the employees. The employee shall also be required to make the equal contribution to the fund. As per the provision of the Act, employers are to contribute 12% of the basic wages, dearness allowances and remaining allowances (if any) payable for the time being to the employees.

Employees’ State Insurance Act, 1948. All the establishments to which the ESI Act applies

are required to be registered under the Act with the Employees State Insurance Corporation. The Act requires all the employees of the establishments to which the Act applies to be insured in the manner provided under the Act. Employer and employees both are required to make contribution to the fund. The return of the contribution made is required to be filed with the ESI department.

The Minimum Wages Act, 1948 gives power to appropriate government (Central or State)

to fix minimum wages to be paid to the persons employed in scheduled or non scheduled employment and the concerned employer is required to pay the minimum wages, fixed by the appropriate government. Such employer is also required to maintain registers and exhibits giving the particulars of wages paid to employees.

The Payment of Bonus Act, 1965 imposes statutory liability upon the employers of every

establishment covered under the Act to pay bonus to their employees. It further provides for payment of minimum and maximum bonus and linking the payment of bonus with the production and productivity.

Payment of Gratuity Act, 1972 are applicable on all the establishments in which ten or

more employees were employed on any day of the preceding twelve months and as notified by the government from time to time. As Act provides that within 30 days of opening of the establishment, it has to notify the controlling authority in Form A thereafter whenever there is any change it the name, address or in the change in the nature of the business of the establishment a notice in Form B has to be filed with authority. The Employer is also required to display an abstract of the act and the rules made there under in Form U to be affixed at the or near the main entrance. Further, every employer has to obtain insurance for his liability towards gratuity payment to be made under payment of Gratuity Act 1972, with Life Insurance Corporation or any other approved insurance fund.

Trade Union Act, 1926 provides that any dispute between employers and workmen or

between workmen and workmen, or between employers and employers which is connected with the employment, or no employment, or the terms of employment or the conditions of labour, of any person shall be treated as trade dispute. For every trade dispute a trade union has to be form. For the purpose of Trade Union Act, 1926, Trade Union means combination, whether temporary or permanent, formed primarily for the purpose of regulating the relations between workmen and employers or between workmen and workmen, or between employers and employers, or for imposing restrictive condition on the conduct of any trade or business etc.

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Apart from the above, certain other industrial and labour legislations which are applicable are as follows: Indian Boilers Act, 1923 and rules framed thereunder Indian Explosive Act, 1884 and the Rules framed thereunder Equal Remuneration Act, 1976 and Rules framed thereunder Apprentices Act, 1961 and Rules framed thereunder Fatal Accidents Acts, 1855 and Rules framed thereunder Negotiable Instrument Act, 1881 and Rules framed thereunder Tax Laws The Central Excise Act, 1944 seeks to impose an excise duty on excisable goods which are

produced or manufactured in India. The rate at which such a duty is imposed is contained in the Central Excise Tariff Act, 1985. However, the Indian Government has the power to exempt certain specified goods from excise duty by notification. Steel products are classified under Chapter 72 of the Central Excise Tariff Act and presently attract an ad-valorem excise duty at the rate of 10% and also an education cess of 2% and Higher Education cess of 1% over the duty element.

Central Sales Tax Act, 1956: In accordance with the Central Sales Tax Act, every dealer registered under the Act shall be required to furnish a return in Form I (monthly/ quarterly/ annually) as required by the State Sales Tax laws of the assessing authority together with treasury challan or bank receipt in token of the payment of taxes due.

Value Added Tax, 2005: Value Added Tax (VAT) is charged by laws enacted by each State on sale of goods affected in the relevant States. VAT is a multi-point levy on each of the entities in the supply chain with the facility of set-off of input tax that is the tax paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. Only the value addition in the hands of each of the entities is subject to tax. VAT is not chargeable on the value of services which do not involve a transfer of goods. Periodical returns are required to be filed with the VAT Department of the respective States by the Company.

Customs Act, 1962: The provisions of the Customs Act, 1962 and rules made there under

are applicable at the time of import of goods i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside India. Any Company requiring to import or export any goods is first required to get it registered and obtain an IEC (Importer Exporter Code).

Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the provisions of this Act or Rules made under it depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1) every Company is required to file its Income tax Return for every Previous Year by 31st October of the Assessment Year. Other compliances like those relating to Tax Deduction at Source, Fringe Benefit Tax, Advance Tax, Minimum Alternative Tax and like are also required to be complied by every Company.

Intellectual Property Law Trademarks Act, 1999 ("Trademarks Act"): Under the Trademarks Act, 1999, a

trademark is a mark capable of being represented graphically and which is capable of distinguishing the goods or services of one person from those of others used in relation to goods and services to indicate a connection in the course of trade between the goods and some person having the right as proprietor to use the mark. A ‘mark’ may consist of a device, brand, heading, label, ticket, name signature, word, letter, numeral, shape of goods, packaging or combination of colors or any combination thereof. Section 18 of the Trademarks Act requires that any person claiming to be the proprietor of a trade mark used or proposed to be used by him, must apply for registration in writing to the registrar of trademarks. The trademark, once applied for and which is accepted by the Registrar of Trademarks (“the Registrar”), is to be advertised in the trademarks journal by the Registrar. Oppositions, if any,

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are invited and, after satisfactory adjudications of the same, a certificate of registration is issued by the Registrar. The right to use the mark can be exercised either by the registered proprietor or a registered user. The present term of registration of a trademark is 10 years, which may be renewed for similar periods on payment of a prescribed renewal fee

Other legislations applicable to the business: Shops and Establishments legislation in State The Company will be governed by the State Shops and Establishments legislation, as applicable, in the State. This legislation regulate the conditions of work and employment in shops and commercial establishments and generally prescribe obligations in respect of inter-alia registration, opening and closing hours, daily and weekly working hours, holidays, leave, health and safety measures and wages for overtime work.

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FINANCIAL INDEBTEDNESS Outstanding loans and borrowings from Banks/NBFCs/others as on March 31, 2014 are asunder: 1. Term Loan

Sr. No.

Name of the lender

Sanctioned Amount

(Rs. unless stated otherwise)

Balance outstanding as on 31.03.2014

(Rs. unless stated otherwise)

Interest Rate (incl. services charges and

fees)

Date of commence-

ment

End of repayment

Security

1 Allahabad Bank 15,00,00,000 62,887,089 13.20%* 31-12-2010 30-09-2016 1st charge on fixed assets of Uluberia unit(excluding assets on HP basis) on pari passu basis with other term lenders for the uluberia unit.2nd charge on stock, Book Debts & current assets of the company on paripasu basis with other working capital bankers

Allahabad Bank (ECB)

USD 63,00,000 USD 47,25,000 6 month Libor+3%

31-12-2012 30-09-2018

Allahabad Bank 7,75,00,000 58,178,000 12.45%* 31-12-2012 30-09-2018

Allahabad Bank 24,00,00,000 240,000,000 12.45%* 30-06-2014 31-03-2020

2 Bank of Baroda 30,00,00,000 125,000,000 13.00%* 31-12-2010 30-09-2016 1st charge on fixed assets of Uluberia unit(excluding assets on HP basis) on pari passu basis with other term lenders for the uluberia unit.2nd charge on stock, Book Debts & current assets of the company on paripasu basis with other working capital bankers

Bank of Baroda 11,00,00,000 82,500,000 13.00%* 31-12-2012 30-09-2018 1st charge on fixed assets of Jangalpur unit(excluding assets on HP basis) on pari passu basis with other term lenders for the uluberia unit.2nd charge on stock, Book Debts & current assets of the company on paripasu basis with other working capital bankers

3 Oriental Bank of Commerce

6,50,00,000 20,00,000 14.50%* 31-12-2009 30-06-2014 1st charge on fixed assets of the company suitated at Jangalpur unit(excluding assets on HP basis) on pari passu basis with other term lenders of the company.2nd charge on stock, Book Debts & current assets of the company on paripasu basis with other working capital bankers

4 State Bank of India

45,00,00,000 11,273,339

14.40%* 31-12-2010 30-09-2016 1st charge on fixed assets of Uluberia unit(excluding assets on HP basis) on pari passu basis with other term lenders for the uluberia unit.2nd charge on stock, Book Debts & current assets of the company on paripasu basis with other working capital bankers

State Bank of India

24,000,000

14.40%* 31-12-2010 30-09-2016

State Bank of India

42,476,880

4.4098% 10-06-2013 04-06-2014

State Bank of India

108,307,000

4.4104% 09-07-2013 02-07-2014

State Bank of India

32,701,213

4.3479% 20-12-2013 15-12-2014

* Rate of interest is base rate plus fixed percentage charged by the bank. 2. Cash Credit

Name of the Bank

Sanctioned Amount Outstanding as on 31.3.2014 (Rs.

in crores)

Rate of Interest

Security

State Bank of India

CC - Rs.75.00 Crores Rs. 25.00 crores from NFB to FB

72.65 11.70% 1st charge on stock, Book Debts & current assets of the company on pari pasu basis with other working capital bankers, 2nd charge on entire fixed assets of the Jangalpur and uluberia unit of the company (excluding assets acqiured

64

on HP basis) on pari passu basis with other working capital banker.

Bank of Baroda CC-Rs.33.00 Crores

26.04 12.50% 1st charge on stock, Book Debts & current assets of the company on pari pasu basis with other working capital bankers, 2nd charge on entire fixed assets of the Jangalpur and uluberia unit of the company (excluding assets acqiured on HP basis) on pari passu basis with other working capital banker.

Oriental Bank of Commerce

CC-Rs.2.00 Crores 0.13 12.50% 1st charge on stock, Book Debts & current assets of the company on pari pasu basis with other working capital bankers, 2nd charge on entire fixed assets of the Jangalpur and uluberia unit of the company (excluding assets acqiured on HP basis) on pari passu basis with other working capital banker.

Corporation Bank


Allahabad Bank


PPuunnjjaabb NNaattiioonnaall BBaannkk

CC-4.00 Crores 1.24 12.50% 1st charge on stock, Book Debts & current assets of the company on pari pasu basis with other working capital bankers, 2nd charge on entire fixed assets of the Jangalpur and uluberia unit of the company (excluding assets acqiured on HP basis) on pari passu basis with other working capital banker.

IInnddiiaann OOvveerrsseeaass BBaannkk

CC-20.00 Crores 9.9 11.95% 1st charge on stock, Book Debts & current assets of the company on pari pasu basis with other working capital bankers, 2nd charge on entire fixed assets of the Jangalpur and uluberia unit of the company (excluding assets acqiured on HP basis) on pari passu basis with other working capital banker.

BBaannkk ooff IInnddiiaa CC-12.50 Crores 1.31 11.75% 1st charge on stock, Book Debts & current assets of the company on pari pasu basis with other working capital bankers, 2nd charge on entire fixed assets of the Jangalpur and uluberia unit of the company (excluding assets acqiured on HP basis) on pari passu basis with other working capital banker.

Note: Rate of interest mentioned above is base rate plus fixed percentage charged by the bank. 3. Bank Guarantee and Letter of Credit Non-Fund Based Limit Sanctioned

amount Utilisation as on

31.03.2014 S.

No. Name of the Bank Total

(Rs. in Crores)

Total (Rs. in Crores)

1 Allahabad Bank 194.00 193.91 2 Bank of Baroda 145.00 138.37

3 Oriental Bank of Commerce 28.00 27.93 4 Punjab National bank 59.00 54.41 5 State Bank of India* 177.00 140.31 6 Corporation Bank 46.00 32.18

7 Indian Overseas Bank 26.00 25.83 8 Bank of India 35.00 34.66 Total Working Capital Non-Fund Based Limit 710.00 647.60

*Rs 25 crores has been utilised in FB limit

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STOCK MARKET DATA OF OUR EQUITY SHARES

The equity shares of the company are listed only on the Calcutta Stock Exchange Association Limited (CSE) and the UP Stock Exchange Limited (UPSE). The trading data of the equity shares of the Company during last three years are as under: a. High/low price in each of the last three years:

CSE UPSE

Year High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)

2011 20.00 20.00 No Trade 2012 No Trade No Trade 2013 20.00 20.00 No Trade

b. High/low price in during last six months: There has been no trade in the shares of the Company during the last six months on any stock exchanges where the shares of the Company are listed.

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OUTSTANDING LITIGATIONS

Except as described below, there are no outstanding litigations, suits or criminal or civil prosecutions, proceedings or tax liabilities against the Company that would have a material adverse effect on the business of the Company and there are no defaults, non payment or overdue of statutory dues, institutional / bank dues and dues payable to holders of debentures, bonds and fixed deposits that would have a material adverse effect on the Company’s business other than unclaimed liabilities against the Company.

S. No.

Name of the party

Amount involved

Nature of dispute

Nature of the case

Name of the Court and Case no.

Present status of the case

1 Sipper Limited vrs. North Star

Rs.50,00,000/- Cheque issued by the party dishonoured

Case filed u/s.138 of the Negotiable Instrument Act, 1881 (N.I. Act)

In the Court of 8th Metropolitan Magistrate, Bankshal court. Case no. C/5443/12

Case posted 19.08.14 for evidence.

2 -Do- Rs.1,34,46,341/- Cheque issued by the party dishonoured

Case filed u/s.138 of the N.I. Act

In the Court of 15th Metropolitan Magistrate, Bankshal court. Case no. C/8233/12

Case listed for taking evidence on 09.07.14

3 -Do- Rs.1,84,46,341/- Non-payment of principal amount with interest

Civil suit for recovery of dues

In the Hon'ble High Court of Calcutta, GA 1622/12 with CS no. 213/12

Instruction has been given to Sharma Kajaria for listing of the case for hearing as the party is not interested to settle the matter amicably as discussed at the time of taking evidence at Hyderabad.

4 -Do- Rs.1,84,46,341/- Non-payment of principal amount

Application u/s. 156(3) of the Cr.Pc moved in the Court and the Court passed order directing the police to investigate.

In the Court of Chief Metropolitan Magistrate Bankshal Court. Case no. C/12844/12

No fruitful action has been made by the Police yet. It seems that Police may close the file taking into consideration of the nature of the dispute.

5 Skipper Limited vrs. Andaman Trading Company

Rs.5,17,487.00 Cheque issued by the party dishonoured

Case filed u/s.138 of the N.I. Act C/7610/09

In the Court of 15th Metropolitan Magistrate Bankshal Court.

An amount of Rs.1.00 lacs has been deposited by Andaman Trading as per direction of the Hon'ble High Court on the basis of revision filed by them. We have filed contested application in the Hon'ble High Court. Advocate letter has been issued to their Advocate for appearance in the Court. Trying to list up the case again.

6 -Do- Do Non-payment of principal amount with interest.

Winding up petition filed in the High Court. Case no. CA 365/12, CP 589/11 ACO 184/12, APOT/392/12

In the Hon'ble High Court of Calcutta

Review petition filed by Andaman Trading has been dismissed by the Hon'ble High Court due to non-appearance by them.

7 Skipper Limited vrs. BSNL

Rs.5,96,017/- Non-payment of principal amount with interest

Application under Article 226 of the Constitution of India, Case no. WP398/2011 GA 15/12

In the Hon'ble High Court of Calcutta

Amount short paid by BSNL. We have already issued demand letter to them for making balance payment.

11 Skipper Ltd. vrs. Skipper Textiles Ltd.

Opposition on registration of mark "Skipper" on the name of Skipper Ltd. in class – 17

Opposition no. 78900 to Appeal no. 2019208 in Class - 17

The Registrar of Trade Mark

Our Affidavit in reply has been filed on 23.11.12. Accordingly, the Hon'ble Registrar will fix the next date of hearing.

67

S. No.

Name of the party

Amount involved

Nature of dispute

Nature of the case



12 Superintendent of Service Tax vrs. Skipper Limited

Rs.10,87,647/- towards penalty and Rs.3,01,231/- towards interest

Taxation Dispute Taxation Dispute Commissioner (Appeal-1)

Order received from the authority wherein he has demanded to pay the interest amount. Appeal has been filed before the Commissioner (appeal-1).


Rs.50,851.55 towards penalty as well as penalty u/s.76.

Taxation Dispute Taxation Dispute Commissioner (Appeal-1)

Order received wherein the learned authority demanded to pay penalty u/s.76 and 78 both. However, we have paid penalty u/s.78. Appeal has been filed before the Commissioner (appeal-1)


Rs.55,95,812/- towards short payment of service tax as well as penalty for the like amount and interest thereon.

Taxation Dispute Taxation Dispute The Commissioner of service Tax, Kolkata

Hearing completed before the Commissioner on 05.03.14. Order is yet to be passed. We are following the same to get favourable order.

15 The Registrar of Trade Mark

NA For registration of Device mark 'S' under class - 6 & 17

Trademark Registration


Registration certificate has been received recently.


NA For registration of Device mark SKIPPER' under Class 6 & 17



An application being no. 2052163 filed on 11.11.10 for registration. The Registrar objected to such mark on 24.09.11. We replied to said objection on 12.03.12. We are preparing 'Affidavit of user and Evidence of use and will be filed as soon as possible. Amendment on our application has been made showing the date of user w.e.f. 30.03.10. Necessary amendment made and order passed by the Registrar. But it is understood from our Advocate that Skipper Textile has objected to such application.


NA For registration of Word Mark 'BANSAL' in class 6 & 17



The Registrar objected to such mark. We replied to the said objection on 16.11.11. Affidavit of Users and Evidence of use has been filed. On hearing the Examiner accepted the same. Copy of the order is awaited.


NA For registration of word mark "SKIPPER BANSAL" in class 6



-Do-


NA For registration of word mark "SKIPPER BANSAL" in class 17



-Do-


NA For registration of word mark "BUILDSAFE" in class 6



Application being no.2249540 filed on 14.12.11. It is now marked for examination by the Registrar.

21 Skipper Limited vrs. Broadcast Infratel India Private Limited

Rs.32,65,401/- Non-payment of principal amount

Winding up petition filed on 02.11.10 for recovery of dues.

In the Hon'ble High Court of Karnataka

The Hon'ble High Court passed an order on 09.01.12 allowing the winding up petition and

68

S. No.

Name of the party

Amount involved

Nature of dispute

Nature of the case



appointed Official Liquidator. The Hon'ble Court also directed to deposit Rs.10,000/- and to serve a copy of the order to the Registrar of Companies. The Court directed to give advertisement. All the compliances as per the direction of the Court have been made. The official Liquidator intimated about the non availability of the directors as per the address given in the petition. Intimation of fresh address of the directors has been made to the Official Liquidator on 17.07.12. We have contacted the Official Liquidator who in turn informed that he is working on it and will intimate us as soon as any development occures. The party has filed a recalling petition in the Hon'ble High Court. We are taking action to contest the case.

22 Skipper Limited vrs. Broadcast Infratel India Private Limited

Rs.25,39,366/- Cheque issued by the party dishonoured

Complaint u/s.138 of N.I. Act filed Case no. C/24047/10

In the Court of 10th Metropolitan Magistrate Bankshal.

Case adjourned to 08.07.14 for plea.

23 Skipper Limited vrs. The Oriental Bank of Commerce and another

Rs.11,22,950.00 For return of bank guarantee

Civil suit no. 254 of 2007

In the High Court at Calcutta

For non-performance of the contract, BSNL threatened to invoke the bank guarantee submitted in lieu of Earnest Money Deposited at the time of submission of tender. While issuing the work order, BSNL changed the BOQ item of its own deviating from the very nature of the contract. We have already filed Judges’ brief to the Court. Case is likely to be heard shortly.

24 BCTL vrs. BSNL, Kolkata

Rs.16,58,250/- For return and cancellation of Bank guarantees

Civil suit no 155 of 2007

In the Hon’ble High Court of Calcutta

BSNL appeared in the case. BSNL filed their documents in the Court. Case is likely to be listed shortly for hearing.


NA For registration of trade mark "Magic fit" under class 6 and 17 w.e.f. 01.07.12



Application filed before the Registrar on 30.07.12. We have received search certificate issued by the Technical examiner. We have filed NOC before the Examiner.


NA For registration of trade mark "Magic fix" under class 6 and 17 w.e.f. 01.07.12



Application filed before the Registrar on 30.07.12. We have received search certificate issued by the Technical examiner. NOC has been filed.

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S. No.

Name of the party

Amount involved

Nature of dispute

Nature of the case




NA For registration of trade mark "Magic flow" under class 6 and 17 w.e.f. 01.07.12



Application filed before the Registrar on 30.07.12. We have received search certificate issued by the Technical examiner. NOC has been filed.

28 Skipper Ltd. vrs. State of West Bengal

NA Challenging the validity of the Entry Tax Act

Writ petition u/a. 226 of the Constitution of India

In the Hon’ble High Court of Calcutta

Case filed on 12.12.12 After completion of hearing of appeal filed by the Govt. Our case will be heard on that line and order will be passed accordingly.

29 Skipper Ltd. vrs. SIGDCL, Goa

Rs.1,00,69,000/- Suit filed for recovery of money

C.S. No. 343/12 In the Hon’ble High Court of Calcutta

Suit admitted by the Hon'ble Court. Notice to be issued to the party by the Court. Reply to the notice of SIGDCL's Advocate has been made. We have drafted for amendment of our plaint. Shortly the amendment application will be filed.

30 Skipper Limited vrs. National Insurance Co.

Rs. 2,00,000.00 Claim for recovery of amount.

Recovery of money

Before the District Consumer Forum

Case filed. Objection filed by the Insurance Co. Action is being taken accordingly.

31 Abir Infrastructure Pvt. Ltd.

Rs.1,48,99,655/- Claim for recovery of amount.

Recovery of money

Matter to be decided by the Arbitrator

Claim petition has been drafted by Senior Advocate. We are preparing our notice to appoint arbitrator to Abir Infrastructure.

32 Vodafone Spacetel Ltd.

Rs. 30,15,000/- Claim for recovery of amount.

Recovery of money

In the Hon’ble High Court of Delhi

Case adjourned to 19.05.14.

33 Commissioner of Central Excise, Haldia Commissionerate, 3rd floor, 25, Princep Street, Kolkata -72

Rs. 8,55,102/- plus penalty of equal amount

Taxation dispute Taxation dispute Commissioner of Central Excise, Haldia Commissionerate, 3rd floor, 25, Princep Street, Kolkata -72

Show cause notice received. Reply to be filed.

34 Geetashree Bandopadhyay BLRL Industries

Rs.2,48,200.00 138 N.I,Act Cheque bounce C.M.M.Court Kolkata

Case filed on 07.03.14

70

MAIN PROVISIONS OF ARTICLE OF ASSOCIATION

The main provisions of the Articles of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares or debentures, their consolidation or splitting are as provided below. Each provision below is numbered as per the corresponding article number in the Articles of Association and defined terms herein have the meaning given to them in the Articles of Association. SHARES 3. Subject to the provisions of the Act, shares may be issued with the sanction of the Company

in General meeting by Special Resolution with such rights and privileges 'annexed thereto and upon such terms and conditions as by the general meeting sanctioning the issue of such shares be directed and no such direction be given as the Board shall determine and In particular such shares may be issued with a preferential or qualified right to dividends and in distribution of assets of the Company, without, prejudice, however, to any rights and privileges already conferred on the holders of any shares of class of shares for the time being issued by the Company.

4A. Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in the capital of the Company in payment or party, payment for any property or assets or any kind whatsoever, sold, supplied or transferred, goods or machinery supplied or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business and any shares which may be so allotted may be issued, as fully paid up or partly paid up otherwise than In cash, and, if so, Issued, shall be deemed to be fully paid up or partly paid up shares, as the case may be.

4B. The Directors shall not except with the sanction of the company in general meeting give to

any person any option or right to call for the allotment of any shares either at per or at a premium for any period or for any consideration.

5. An application signed by or on behalf of an application for shares in the Company followed

by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles.

6. The money (if any) which the Directors shall, on the allotment of any shares being made by

them, require or direct to be paid by way of deposit, call or otherwise, in respect of any shares allotted by them shall immediately on the inscription of the name of the allottee in the Register of Members as the holder of such shares become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

7. If by the conditions of allotment of any shares, the whole or part of the amount or issue

price thereof shall be payable by installments, every such installment shall, when due, be paid to the Company by the person who, for the time being and from time to time, shall be the registered holder of the share or by his legal representative.

8. Except as required by law, no person shall be recognized by the Company as holding any

share upon any trust and the Company shall not be bound by or be compelled in any way, to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share, or (except only as by these Articles or as ordered by a Court of competent jurisdiction or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirely thereon in the registered holder. The Board, however, shall be at liberty at their sole discretion to register any share in the joint names of any two or more persons, not exceeding four, or the survivor or survivors of them.

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INCREASE, REDUCTION AND ALTERATION IN AUTHORISED ISSUED AND'SUBSCRIBED CAPITAL 49. The Company may from time to time in general meeting by ordinary Resolution alter the

conditions of its memorandum by increase of its authorised share-capital by creation of new shares of such amount as it thinks expedient.

50. Subject to the provision of the Companies Act, 1956, the Company may from time to time in

general meeting by special Resolution increase its subscribed share capital by issue of new shares upon such terms and conditions and with such rights, and privileges annexed thereto as by the general meeting issuing the same shall be directed and if no direction be given, as the Directors shall determined, and in particular, such shares may be issued with a preferential, or qualified right to dividends and in the distribution of assets of the Company, provided always that any preference shares may be issued on the terms provided always that any Preference Shares may be issued on the terms and they are or at option of the Company are to be liable to be redeemed and on such terms and conditions of redemption as may be prescribed.

51. Except so far as otherwise provided by the conditions of issue or by these presents any

capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained the reference, to the payment of calls and installments, transfer and transmissions, forfeiture, lien, surrender, voting and otherwise.

52. Notwithstanding anything contained in these Articles, in the case of the issue of redeemable

Preference shares under the provisions Articles 51 hereof the provisions of Section 80 of the act shall apply.

53. The Company may (subject to provisions of section 100 to 105 of the Act), from time to time

by Special Resolution reduce its share capital or any Capital Redemption Reserve Account of Share premium Account in any way authorized by law and in particular may payoff any, paid up share capital upon the footing that it may be called up again, or otherwise, and may, if and as far as is necessary, alter its Memorandum by reducing the amount of its share Capital and of its shares accordingly.

54. The Company in general Meeting by special Resolution, may alter the conditions it

Memorandum as follows:

(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares.

(b) Sub-divide its shares or any of them into shares of smaller amounts than originally fixed by the Memorandum, subject nevertheless to the provisions of the Act and of these Articles.

(c) Cancel shares which, at the date of the passing of the resolution In that behalf have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

55. The rights conferred upon the holders of the shares of any class issued with preferred or

other rights shall not unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed, to be varied by the creation or issue of further shares ranking pari passu therewith, but in no respect in priority thereto.

MODIFICATION OF CLASS RIGHTS 56. If at any time the capital by reason of the issue of preference shares or otherwise is divided

into different classes shares, all or any of the rights and privileges attached, to each class may, subject to the provision of section 106 and 107 of the Act, be modified, abrogated or dealt with subject to:

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a. the consent, of the holder of not less than three-fourths of the issued shares of that class, or

b. the sanction of Special Resolution passed at a separate meeting of the holders of the issued shares of that class.

To every such separate meeting, the provisions herein contained as to general meeting shall mutatis mutandis apply.

BORROWING POWERS 58. Subject to the provisions of the Act and these Articles and without prejudice to the other

powers conferred by these Articles, the Directors shall have power from time to time at their discretion to accept deposits from members of the Company either in advance of calls or otherwise and generally to raise to borrow or secure the payment of any sum of sums of money for the purposes of the Company, provided that the aggregate of the amount borrowed at any time together with the moneys, already borrowed by the Company ,(apart from temporary loans as defined in section 293 of the Act, obtained from the Company's bankers in the ordinary course of business) end remaining outstanding and undischarged at the time, shall not, without the consent of the Company's bankers in the ordinary course of business) and remaining outstanding and undischarged at that time shall not, without, the consent of the Company in general meeting exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say reserves not set apart for any specific purpose.

POWERS OF DIRECTORS

122(i). Subject to the provisions of the Act and these Articles, the Board of Directors of the Company shall be entitled to exercise all such powers, and to do all such acts and things as the Company is authorised to exercise and to provided that the Board shall not exercise any power or do any act or thing which is directed or required whether by the Act or by the memorandum or Articles or otherwise, to be exercised or done by the Company in general meeting, provided further that in exercising and such power or doing any such act or thing the Board shall be subject to the provisions contained in that behalf in the Act or in the Memorandum or in these Articles or in any regulations not inconsistent therewith any duly made thereunder including regulations made by the Company in general meeting.

(ii). No regulation made ,by the Company in general meeting shall invalidate any prior act of the

Board which would have been valid if that regulation had not been made. Provided that the Board shall not, except with the consent of the Company in general meeting by Special Resolution, sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company or where the Company owns more than one undertaking of the whole or substantially the whole or any such undertaking.

123(i) Without prejudice to the general powers conferred by the proceeding article the Directors

may from time to time and at any time, subject to the restrictions contained in the Act, delegate to Managers, Secretaries, Officers, assistants and other employees or other persons (including any firm or body corporate) any of the powers, authorities and discretions for the time being vested in the Directors.

(ii) All deeds, agreements and documents and all cheques promissory notes, drafts, hundies,

bills or exchange and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn accepted or endorsed, or otherwise executed, as the case may be, by such person (including any firm or body corporate) whether in the employment of the company or not and in such manner as the Directors shall from time to time by resolution determine.

124. The Directors may make such arrangements as may be thought fit for the management of

the company's affairs abroad, and may for this purpose (without prejudice to the generality of their power) appoint local offices and fix their remuneration and delegate to them such powers as may be deemed requisite and expedient. The foreign seal shall be affixed by the authority and in the presence of and instruments sealed therein shall be signed by, such

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persons as the Directors shall from time to time by writing under the Common Seal appoint. The Company may also exercise the powers of keeping of Foreign Registers.

INTEREST OUT OF CAPITAL 131. Where any shares are issued for the purpose of raising money to defray the expenses of the

construction of any works or buildings or the provisions of any plant, which cannot be made profitable for a lengthy period, the Company may pay interest on so much of that share capital, as is for the time being paid up, for the period, at the rate, and subject to the conditions and restrictions provided by section 208 of the Act and may charge the same to capital as part of the cost of construction of the work or building or the provisions of any plant.

DIVIDENDS 132. The profits of the Company subject to special rights, if any, relating thereto created or

authorised to be created by the Memorandum or these Articles, and subject to the provisions of these Articles, shall be divisible among the members in proportion to amount of capital paid up on the shares held by them respectively. Provided always that subject as aforesaid, any capital paid up on a share during the period in respect of which a dividend is declared shall, unless the Board otherwise determine, only entitle the holder of such share to an apportioned amount of such dividend as from the date of payment.

133. Where capital is paid up in advance of call upon the footing that the same shall carry

interest, such capital shall not whilst carrying interest confer a right to participate in profit. 134. The Company may pay dividends in proportion to the amount paid up or credited as paid up

on each share, where a large amount is paid up or credited as paid up on some shares than on others.

135(1). The Company is annual general meeting may declare a dividend to be paid to the members

according to their respective rights and interests in the profits, and subject to the provisions of the Act may fix the time for payment. When a dividend has been so declared, the warrant in respect thereof shall be posted within forty-two days from the date of the declaration to the shareholder entitled to the payment of the same.

(2) No larger dividend shall be declared than is recommended by the Directors, but the

Company in general meeting may declare a smaller dividend, subject to the provisions of the Act and in particular section 205 thereof, no dividend shall be payable except out of the profits of the year or any other undistributed profits of the Company, subject to the provisions of the Act and the declaration of the Directors as to the, amount of the net proms of the Company shall be conclusive.

(3) No dividend shall carry interest as against the Company. 136. Subject 10 the provisions of the Act, the Directors may from time to time pay to the

members on account of the next forthcoming dividend such interim dividends as in their judgement the position of the Company justifies.

CAPITALISATION

144(1) Any general meeting may resolve that any amount to the credit of the Share premium Account or the Capital Redemption Reserve Account or any monies, investment or other assets forming Part of the undivided profits (including profits of surplus moneys arising from the realisation and where permitted by law, Company) standing to the credit of the general reserve, reserve or any reserve fund or any other fund of the Company or in the hands of the Company and available for dividend may be capitalised. Any such amount (excepting the amount standing to the credit of the Share Premium Account and/or the Capital Redemption Reserve Account) may be capitalized:

(a) by the issue and distribution as fully paid shares, debentures, debenture stock, bonds or

other obligations of the Company, or

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(b) by crediting the shares of the Company which may have been issued and are not fully

paid up, with the whole or any part of the seem remaining unpaid thereon.

Provided that any amounts standing to the credit of the Share Premium Account and Capital Redemption Reserve Account may be applied in: (i) paying up unissued shares of the Company to be issued to members of the Company

as fully paid bonus shares. (ii) in writing off the preliminary expenses of the Company. (iii) in writing off the expenses of or the commission paid or discount allowed on any issue

of shares or debentures of the Company, or (iv) in providing for the premium payable on the redemption of any redeemable preference

shares or of any debentures of the Company

(2) Such issue and distribution under sub-clause (1)(a) above and such payment to the credit of unpaid share capital under sub clause (1)(h) above shall be made to among and in favour of the members of any class of them or any of them entitled thereto and in accordance with their respective rights and interest and in proportion to the amount of capital paid up on the shares held by them respectively in respect of which such distribution under sub clause (1)(a) or payment under sub-clause (1)(b) above shall be made on the footing that such members become entitled thereto as capital.

(3) The Directors shall give effect to any such resolution and apply such portion of the profits,

general reserve fund or any other funds or account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or debenture stock, bonds or other obligations of the Company so distributed under sub-clause (1)(a) above or (as the case may be for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid up under sub-clause (1)(a) above provided that no such distribution or payment shall be made unless recommended by the Directors and if so recommended such distribution and payment shall be accepted by such members as aforesaid in full satisfaction of their interest in the said capitalised sum.

(4) For the purpose of giving effect to any such resolution, the Directors may settle any difficulty

which may arise in regard to the distribution or payment as aforesaid as they think expedient and in particular they may issue fractional certificates and may determine that cash payment be made to any members and may vest any such cash in trustees upon such trusts for the person entitled thereto as may seem expedient to the Directors.

(5) When deemed requisite a proper contract shall be filed with the Register of Companies in

accordance with the Act and Board may appoint any person to sign such contract on behalf of the members entitled as aforesaid and such appointment shall be effective.

SKIPPER LIMITED - Bombay Stock Exchange LIMITED Registered & Corporate Office: 3A Loudon Street, 1st...

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Transcript of SKIPPER LIMITED - Bombay Stock Exchange LIMITED Registered & Corporate Office: 3A Loudon Street, 1st...