ProgressImage ProgressImage
Skipper Ltd
Engineering
BSE Code 538562 border-img ISIN Demat INE439E01022 border-img Book Value 77.96 border-img NSE Symbol SKIPPER border-img Div & Yield % 0.03 border-img Market Cap ( Cr.) 3812.61 border-img P/E 50.38 border-img EPS 6.98 border-img Face Value 1

Dear Shareholders,

Your Directors take great pleasure in presenting the 42nd Annual Report of the Company, together with the audited financial statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Company's performance during the Financial Year under review, as compared to the previous Financial Year is summarized below:

(` in millions)

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Revenue from Operations 19803.00 17070.80 19803.00 17070.80
Other Income 53.17 40.12 53.17 40.12

Total Income

19856.17 17110.92 19856.17 17110.92

Profit before Finance Cost, Depreciation, and Tax

1978.65 1718.42 2007.23 1683.78
Finance Cost 1040.09 930.03 1040.09 930.03
Depreciation 467.80 484.92 467.80 484.92
Share of Profit/(Loss) of Joint Venture - - 28.58 -34.64

Profit Before Tax (PBT)

470.76 303.47 499.34 268.83
Tax Expenses (Current & Deferred) 143.68 17.36 143.68 17.36

Profit for the Year (PAT)

327.08 286.11 355.66 251.47
Other Comprehensive Income 7.64 1.48 7.43 1.72

Total Comprehensive Income

334.72 287.59 363.09 253.19

Your Company has achieved consistent, robust and continuing growth in the areas of its business segments both domestically and internationally. The Company's revenue from operations has increased to `19,803.00 million as compared to `17,070.80 million in the previous year. The Company earned net Profit of `327.08 million as against a net Profit of `286.11 million in the previous year.

Detailed financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.

NATURE OF BUSINESS

The Company continues to o_er manifold products/services under its Engineering, Polymer and EPC divisions and there has been no change in the nature of business during the year.

STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

The state of Company's affairs and future outlook is discussed in the Management Discussion & Analysis Report forming part of this Annual Report.

SHARE CAPITAL

During the year, the Company has not issued any kind of securities. The Company's paid-up share capital continues to stand at `10,26,70,212 consisting of 10,26,70,212 equity shares of `1 each as on 31st March 2023. The Company's equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

INTEREST IN JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

The Company holds 50% partnership interest in "Skipper-Metzer India LLP" (SMIL) a Limited Liability Partnership engaged in the business of manufacturing of drip irrigation systems. The said LLP has been classified as Joint Venture in accordance with the provision of Indian Accounting Standards (Ind AS). Accordingly, the Consolidated Financial Statements of the Company and its Joint Venture, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS'), forms part of the Annual Report. During the year under review, SMIL achieved a turnover of `840.65 million and earned a net Profit of `57.16 million. The audited standalone and consolidated financial statements of the Company along with the financial statements of Skipper-Metzer India LLP are also available on the website of the Company at www.skipperlimited.com.

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

The Company doesn't have any subsidiary or associate as on 31st March, 2023.

DIVIDEND

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

In line with this Policy and in recognition of the financial performance during FY 2022-23, your Directors are pleased to recommend a dividend of 10% i.e. `0.10 per equity share of face value of `1 each for the Financial Year ended 31st March, 2023. The total Dividend amount aggregates to `10.27 million.

Pursuant to the Finance Act 2020, dividend income is taxable in the hands of the shareholders effective from 1st April, 2020 and the Company is required to deduct tax at source from dividend paid to the members at the prescribed rates as per the Income Tax Act, 1961.

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

The Company has continued to balance the dual objective of appropriately rewarding shareholders through dividends and retaining Profits in order to maintain a healthy capital adequacy ratio to support future growth.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the reserves for the year under review.

UNCLAIMED/UNPAID DIVIDEND

In terms of Section 125 of the Companies Act, 2013 (hereinafter referred to as ‘the Act') read with rules made thereunder, the Company is required to transfer the unpaid/unclaimed dividend amounts which remained unclaimed for seven years from the date of such transfer to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall also be transferred by the Company to the IEPF.

The unpaid/unclaimed dividend for the FY 2015-16 will be due for transfer to the IEPF on 12th September, 2023. The Company will send reminder letters to all those shareholders whose dividend are lying in the unpaid dividend account, requesting them to claim the same at the earliest. Shareholders are requested to kindly check the status of their unpaid or unclaimed dividend available at the website of the Company at https://www.skipperlimited.com/investor-relations/unpaid-unclaimed-dividend.aspx.

DIRECTORS & KEY MANAGERIAL PERSONNEL DIRECTORS

As on 31st March, 2023, the Board consisted of ten (10) Directors comprising of five Independent Directors including a woman director, namely, Mr. Amit Kiran Deb (DIN: 02107792), Mr. Ashok Bhandari (DIN: 00012210), Mr. Pramod Kumar Shah (DIN: 00343256), Mr. Raj Kumar Patodi (DIN: 00167437) and Mrs. Mamta Binani (DIN: 00462925) and five Executive Directors, namely, Mr. Sajan Kumar Bansal (DIN: 00063555), Mr. Sharan Bansal (DIN: 00063481), Mr. Devesh Bansal (DIN: 00162513), Mr. Siddharth Bansal (DIN: 02947929) and Mr. Yash Pall Jain (DIN: 00016663). The position of the Chairman of the Board and the Managing Director are held by separate individuals. Mr. Amit Kiran Deb, Independent Director is the Chairman of the Board. He continues to serve as the lead Independent Director of the Company. The problem of all the Directors can be accessed on the Company's website at https://skipperlimited.com/about-us/senior-management.aspx.

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

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, Qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

Mr. Devesh Bansal (DIN: 00162513) and Mr. Siddharth Bansal (DIN: 02947929) were re-appointed as Whole Time Directors of the Company for a period of three years with effect from 1st April, 2022, liable to retire by rotation, based on the recommendation of the Nomination & Remuneration Committee. The said re-appointments were approved by the shareholders by way of postal ballot on 16th June, 2022.

Pursuant to the recommendation of Nomination & Remuneration Committee, the Board of Directors, after considering the skills, integrity, expertise and experience, appointed Mr. Raj Kumar Patodi (DIN: 00167437) as an Additional Director (Independent) of the Company, with effect from 11th May 2022, not liable to retire by rotation, for a term of five years. The appointment of Mr. Raj Kumar Patodi was approved by the shareholders by way of postal ballot on 16th June, 2022.

Mr. Sharan Bansal (DIN: 00063481) was re-appointed as Whole-Time Director of the Company for a period of three years with effect from 1st July 2022, pursuant to the recommendation of Nomination & Remuneration Committee, liable to retire by rotation. Mr. Yash Pall Jain (DIN: 00016663) was re-appointed as Whole-Time Director of the Company, pursuant to the recommendation of Nomination & Remuneration Committee, liable to retire by rotation, for a period of three years with effect from 6th September 2022. The Nomination and Remuneration Committee and the Board of Directors on the basis of the report of performance evaluation of Directors and expertise and in view of educational background and experience and considering contribution for the growth and development of the Company, recommended reappointment of Mr. Ashok Bhandari (DIN: 00012210) as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years with effect from 6th September, 2022. The said re-appointments were approved by the shareholders at the 41st Annual General Meeting of the Company held on 24th August, 2022.

Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Sharan Bansal will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

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

KEY MANAGERIAL PERSONNEL

Mr. Sharan Bansal, Whole-Time director & Chief Financial Officer of the Company ceased to hold the once of Chief Financial Officer on 4th February, 2023. Based on the recommendation of Nomination and Remuneration Committee & Audit Committee, the Board at its Meeting held on 4th February, 2023 appointed Mr. Shiv Shankar Gupta as Chief Financial Officer of the Company.

Mrs. Anu Singh continues to hold the position of Company Secretary of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

There are five Independent Directors on the Board of the Company as on the date of this report. Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and the required directors have qualified the online proficiency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

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

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

MEETING OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company met separately on 11th May, 2022, without the presence of Non-Independent Directors and members of management. Mr. Amit Kiran Deb designated as the lead independent director, chaired the Independent Director's meeting. Following matters were, inter alia, reviewed and discussed in the meeting:

- Performance of Non-Independent Directors and the Board of Directors as a whole.

- Performance of the Chairman of the Company after taking into account the views of Executive Directors.

- Assessment of the quality, quantity and timeliness of flows of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

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

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

a. To set out a policy relating to remuneration of Directors, Key Managerial Personnel's, Senior Management Personnel's and other employees of the Company.

b. To formulate criteria for appointment of Directors, Key Managerial Personnel's and Senior Management Personnel's.

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

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

The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Company has a two tier evaluation system wherein the Independent Directors evaluate the performance of the Executive Directors, the Chairman and the Board as a whole and thereafter the Board evaluates the performance of all the individual Directors, the committees and the Board as a whole. The Policy lays down the criteria on which the evaluation is to be done and a structured questionnaire (evaluation form) with a rating matrix forms part of the Policy. The Chairman as per the evaluation Policy of the Company, after discussion, deliberation and consultation with all the Directors (except the Director being evaluated) _lls up the evaluation form for the individual Directors, the Committees and the Board as a whole.

During the year under review, the Board carried out annual evaluation in accordance with the above said Policy and expressed satisfaction and contentment on the performance of all the Directors, the Committees and the Board as a whole. The evaluation mechanism with definite parameters has been explicitly described in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the Company confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company as at 31st March, 2023 and of the Profit of the Company for the year ended on that day;

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

(iv) the Annual Accounts for the year ended 31st March, 2023 have been prepared on a "going concern" basis;

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

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

NUMBER OF MEETINGS OF THE BOARD

The Board met 4 (four) times during the Financial Year 2022-23, viz., on 11th May, 2022, 6th August, 2022, 12th November, 2022 and 4th February, 2023. The details relating to attendance of Directors in each board meeting held during the FY 2022-23 has been separately provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

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

During the financial year, the Board of Directors has constituted an Environmental, Social and Governance Committee to identify and oversee ESG matters and to minimize the risks and challenges associated with them while taking effective steps for achievement of the Company's ESG goals. The Committee is also responsible for identifying the sustainability related risks and for taking necessary decisions and compliance on sustainability related issues.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees have been disclosed in the Corporate Governance Report.

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

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee, in terms of provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan and also monitors the progress of the CSR activities. The details of the Committee have been disclosed in the Corporate Governance Report.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://repository.skipperlimited.com/investor-relations/pdf/CSR-Policy-25.05.21.pdf. The policy inter-alia briefs the budget, areas in which CSR outlays can be made, principles of selecting a project, implementing agencies, monitoring procedure, annual action plan.

The Company has undertaken several projects during the year 2022-23 in accordance with the budget laid down by the Board and has spent `4.5 million towards CSR activities. The projects have been continuously monitored by the Board on a quarterly basis.

Since there was no unspent amount, the Company was not required to transfer any amount to any fund or separate bank account during the year, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities, containing details of brief outline of the CSR Policy of the company and the initiatives undertaken by the company during the financial year ended 31st March, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-B" to this report.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The identification of risks is done at strategic, business and operational levels and the risk management process of the Company focuses mainly on three elements, viz. (i) Risk Assessment; (ii) Risk Management; (iii) Risk Monitoring.

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

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

As on date, there are no risks which in the opinion of the Board can threaten the existence of the Company. However, some of the probable risks which might pose challenges before the Company have been set out in the Management Discussion and Analysis section of this Annual Report. Details of various foreign exchange risks and commodity risks faced by the Company during the year have been separately disclosed in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC') means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Board is responsible for ensuring that internal financial control is laid down in the Company and that such controls are adequate and operating effectively. The Company's internal control systems commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all once, factories and key business areas of the company.

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at https://www. skipperlimited.com/Media/Whistle-Blower-Policy-19may23.pdf

The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. The Audit Committee oversees the genuine concerns and grievances reported in conformity with this Policy. It is armed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under the Policy during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Act and the Listing Regulations, your Company has formulated a Policy on dealing with Related Party Transactions (‘RPTs') and the same is available on the website of the Company athttps://www.skipperlimited.com/Media/RELATED-PARTY-TRANSACTIONS-POLICY-24may22.pdf. The Policy intends to ensure that proper approval, reporting and disclosure processes are in place for all the transactions taking place between the Company and Related Parties.

All related party transactions are entered into only after receiving prior approval of the Audit Committee. Omnibus approvals are obtained each year for transactions which are repetitive in nature. A statement of all related party transactions entered into is placed before the Audit Committee and Board of Directors for its review on a quarterly basis and a statement of the long term Related Party Transactions (more than one year) is placed before the Audit Committee on an annual basis, specifying the nature, value and terms of the transaction.

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

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which are material in nature in accordance with the Related Party Transactions Policy of the Company nor any transaction has any potential conflict with the interest of the Company at large.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act form part of the Notes to the financial statements of the Company.

No loans, guarantees and investments were made during the year.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/employees of the Company is attached as "Annexure- C" to this report.

EMPLOYEE STOCK OPTION PLAN

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

During the year, there has been no change in the ‘Skipper Employee Stock Option Plan 2015' (scheme) and the same is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Further, no allotment under the ESOP scheme has been made by the Company during the FY 2022-23.

The applicable disclosures as required under SEBI (Share Based Employee Benefits) Regulations, 2021 is available on the website of the Company at https://repository.skipperlimited.com/investor-relations/pdf/ESOP-disclosure-for-website-may23.pdf

The Company has received a certificate from M/s. MKB & Associates., Secretarial Auditors confirming that ‘Skipper Employee Stock Option Plan 2015' have been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The said certificate is available for inspection by the members at the Company's registered once during the business hours on all working days up to the date of ensuing Annual General Meeting and would also be placed at the ensuing Annual General Meeting for inspection by the members.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in "Annexure – D" to this report.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor's Report

M/s. Singhi & Co., Chartered Accountants (Firm Registration No.: 302049E) have been appointed as the Statutory Auditors of the Company for a term of five years until the conclusion of 43rd Annual General Meeting of the Company to be held in 2024. The Auditors fulfill the eligibility and Qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing quarterly Limited Review reports.

The Auditor's Report on the standalone and consolidated financial statements of the Company for the year ended 31st March, 2023 forms part of this Annual Report and there are no Qualifications, reservation, adverse remark or disclaimer made by the statutory auditors in their report.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s. MKB & Associates, Practicing Company Secretaries (FRN No. P2010WB042700) as Secretarial Auditor of the Company for the FY 2022-23. The Secretarial Audit Report for FY 2022-23 in form MR-3 is annexed to this report as "Annexure- E".

There are no Qualifications, reservations or adverse remark or disclaimer in the Secretarial Audit Report.

Cost Auditors and Cost Audit Report

Pursuant to the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records for few of its products and get the same audited by a Cost Accountant in practice. Accordingly, the cost records are made and maintained by the Company.

The Board of Directors, on the recommendations made by the Audit Committee, has appointed M/s. AB & Co., Cost Accountants as the Cost Auditors of the Company for the FY 2022-23 at a remuneration of `70,000/- plus reimbursement of out of pocket expenses at actual and applicable taxes.

Pursuant to Section 148 of the Act read with Rule 14(a) (ii) of Companies (Audit & Auditors) Rules, 2014, rustications of the remuneration payable to the cost auditor is being sought from the members of the Company at the ensuing Annual General Meeting. The requisite resolution has been set forth in the notice of the impending Annual General Meeting of the Company and the same is recommended for your consideration.

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

Relevant cost audit report for the year 2021-22 was submitted to the Central Government within stipulated time and was free from any Qualification or adverse remarks.

Internal Auditors

The internal audit for the FY 2022-23 was conducted by qualified Chartered Accountants employed by the Company in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors have reported any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, as amended, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2023 is available on the website of the Company at https://www.skipperlimited.com/Media/Form-MGT-7-for-website-may23.pdf

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on 31st March 2023, there were no deposits lying unpaid or unclaimed.

CREDIT RATING

The credit rating of your Company for long term facilities is "ACUITE A-/ Stable" and for short term facilities is "ACUITE A2+". Details of the same are provided in the Corporate Governance Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Statutory Auditors confirming compliance with the same has been disclosed under the Corporate Governance Report section of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2) (e) of Listing Regulations is provided in a separate section and forms an integral part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2022-23, the Company has complied with all the relevant provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, as amended, the top 1000 listed companies are required to submit the Business Responsibility & Sustainability Report (‘BRSR') depicting initiatives taken by the Company from an environmental, social and governance perspective. The Company has accordingly prepared a Business Responsibility & Sustainability Report as set out in "Annexure–F" to this Report and the same is also available on the website of the Company at https://www.skipperlimited.com/Media/Skipper_BRSR_Final_PDF-27jul23.pdf.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. The core focus of the Company has been on improvement and enlistment of the employees through continuous training & development programmes. The human resource department of the Company through its persistent exports strives to achieve amicable working and industrial relations as a result of which the employee relations remained cordial throughout the year. The Company had 2211 permanent employees on its rolls as on 31st March, 2023.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

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

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

GENERAL DISCLOSURES

Your Directors state that:

1. No material changes and commitments affecting the financial position of the Company have occurred between the close of the financial year to which the Financial Statement relate till the date of this report.

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

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

4. No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

5. The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated exports put in by all the employees at all the levels during this challenging time. Your Directors take this opportunity to express their grateful appreciation for the encouragement, co-operation and support received by the Company from the local authorities, bankers, customers, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

For and on behalf of the Board of Directors

Place: Kolkata Sajan Kumar Bansal Devesh Bansal
Date: 15th May, 2023 Managing Director Director
(DIN: 00063555) (DIN: 00162513)

Annexure to Directors' Report Annexure – A

Form AOC-1

(Pursuant to rest proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A-Subsidiaries

1 Name of Subsidiary

NOT APPLICABLE

2 The date since when subsidiary was acquired
3 Reporting period for the subsidiary concerned, if different from the holding company's reporting period.

4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

5 Share capital
6 Reserves and surplus

7 Total assets

8 Total Liabilities
9 Investments
10 Turnover
11 Profit before taxation
12 Provision for taxation
13 Profit after taxation
14 Proposed Dividend
15 Extent of shareholding (in percentage)

Notes: 1. Names of subsidiaries which are yet to commence operations- NA

2. Names of subsidiaries which have been liquidated or sold during the year-NA

Part B -Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Sr. No. Name of Joint Venture

Skipper- Metzer India LLP
1 Latest audited Balance Sheet Date 31st March, 2023
2 Date on which the Associate or Joint Venture was associated or acquired 9th March, 2018
3 Shares of Associate or Joint Ventures held by the company on the year end No. N.A

4 Amount of Investment in Associates or Joint Venture Extent of Holding (in percentage) Description of how there is significant influence

`104.23 million 50% partnership Interest By virtue of joint arrangement whereby the Company has joint control and has the rights to the net assets of the arrangement.
5 Reason why the associate/ joint venture is not consolidated N.A
6 Net Worth attributable to shareholding as per latest audited Balance Sheet `98.76 million
7 Profit or Loss for the year
i. Considered in Consolidation `28.58 million
ii. Not Considered in Consolidation N.A

Notes: 1. Names of associates or joint ventures which are yet to commence operations - None

2. Names of associates or joint ventures which have been liquidated or sold during the year - None

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal
Managing Director Director
(DIN: 00063555) (DIN: 00162513)
Place: Kolkata Shiv Shankar Gupta Anu Singh
Date: 15th May, 2023 Chief Financial Officer Company Secretary

Annexure to Directors' Report Annexure – B

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE YEAR ENDED 31ST MARCH, 2023 [Pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief outline on CSR Policy of the Company:

Skipper has a legacy to be engage in philanthropic cause and considered giving back to society is an essential part of the Company's ecosystem. Skipper journey, over the years, started towards contributing to the society driven through sustainable measures actively contributed to the social, economic and environmental development of the society. We at Skipper committed towards long-term sustainable growth to improve quality of lives of the people with focus on communities that are disadvantaged, vulnerable and marginalized. We have always been conscious of our social responsibility and believe that the CSR activities create a long lasting relationship between a Company in one hand and the society and environment on the other. The Board has constituted a CSR committee which identifies the key areas for rolling out CSR activities and for monitoring the same. Skipper through its CSR Programs has set up the vision to develop 100 villages under its Integrated Village Development Programme ("IVD") and making it one of the most crucial mission under which the Company have dedicatedly working to reaching out to most deprived tribal and rural brethren in remotest villages of India and help them to become self-reliant. Our CSR philosophy is not limited to philanthropy, but encompasses holistic community development, institution-building and sustainability-related initiatives with an aim to bring about transformation in the local communities life through multi-faceted programmes of rural development through focused interventions in the areas of education, environmental sustainability, health services, skill training and livelihood enhancement to ensure socio-economic development of the community and environment through different participatory and need-based initiatives in the best interest of the poor and deprived sections of the society so as to help them to become self-reliant and build a better tomorrow for themselves.

The Company has formulated a CSR Policy in accordance with the applicable provisions of the Companies Act, 2013 read with the relevant rules framed thereunder and the same is available on the website of the Company at https://repository.skipperlimited.com/ investor-relations/pdf/CSR-Policy-25.05.21.pdf.

The CSR Policy reflects the Company's intent and sense of commitment as a corporate citizen and lays down the guidelines for adopting a meticulous approach with an aims to set up a framework governed by basic principles and actions to be taken by the management for safeguarding the interest of the society. The Policy provides for guiding principles for selection, formulation, implementation, monitoring, evaluation, documentation and reporting of CSR initiatives of the Company as well as formulation of annual action plan.

2. Composition of the CSR Committee:

Sl. No. Name of Director

Designation/Nature of Directorship No. of meetings of CSR Committee held during the year No. of meetings of CSR Committee attended during the year
1 Mr. Amit Kiran Deb Chairman- Non-Executive Independent Director 1 1
2 Mr. Sajan Kumar Bansal Member-Managing Director 1 1
3 Mr. Devesh Bansal Member-Executive Director 1 1

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the Company.

No. Particulars

Web-link
1 Composition of the CSR Committee https://repository.skipperlimited.com/investor-relations/pdf/BOARD-STRUCTURE-28may22.pdf
2 CSR Policy https://repository.skipperlimited.com/investor-relations/pdf/CSR-Policy-25.05.21.pdf
3 CSR Projects https://www.skipperlimited.com/Media/CSR-ACTION-PLAN-2022-23-18may22.pdf

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:

Not applicable.

5. (a) Average net Profit of the company as per sub-section (5) of section 135.: `220.81 million

(b) Two percentage of average net Profit of the company as per sub-section (5) of section 135.: `4.42 million (c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years: Nil (d) Amount required to be set-off for the financial year, if any.: Nil

No.

Financial Year financial years (` In million) financial year, if any (` in million)
1 2020-21 - -
2 2021-22 0.57 -
3 2022-23 0.08 -
Total 0.65 -

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. `4.42 million

6. (a) Amount spent on CSR Projects (other than Ongoing Projects). `4.50 million (b) Amount spent in Administrative Overheads: Nil (c) Amount spent on Impact Assessment, if applicable.: Not Applicable (d) Total amount spent for the Financial Year [(a)+(b)+(c)]. `4.50 million (e) CSR amount spent or unspent for the Financial year:

Total amount spent for the Financial Year (in ` )

Total amount transferred to Unspent CSR Account as per section sub-section (6) 135.

Amount Unspent (in ` ) Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) 135

Amount Date of transfer Name of the Fund Amount Date of transfer
`4.50 million Nil N.A. N.A. Nil N.A.

(f) Excess amount for set-o_, if any:

Sl. No. Particulars

Amount (` in million)

(1) (2)

(3)
(i) Two percent of average net Profit of the company as per sub-section (5) of section 135 4.42
(ii) Total amount spent for the Financial Year 4.50
(iii) Excess amount spent for the financial year [(ii)-(i)] 0.08
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
(v) Amount available for set o_ in succeeding financial years [(iii)-(iv)] 0.08

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Year:

1 2

3 4 5

6

7 8

Sl. No. Preceding Financial Year(s)

Amount transferred to Unspent CSR Account under subsection (6) of section 135 (in `)

Balance Amount in Unspent CSR Account under subsection (6) of section 135 (in `)

Amount Spent in the Financial Year (in `)

Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135, if any

Amount remaining to be spent in succeeding Financial Years (in `)

Deficiency, if any

Amount (in `) Date of Transfer
1. FY-1 N.A
2 FY-2 N.A
3 FY-3 N.A

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Yes No

If yes, enter the number of Capital assets created/acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl. No.

Short particulars of the property or asset(s) [including complete address and location of the property] Short particulars of the property or asset(s) [including complete address and location of the property] Date of creation Amount of CSR amount spent

Details of entity/ Authority/ beneficiary of the registered owner

(1)

(2) (3) (4) (5)

(6)

CSR Registration Number, if applicable Name Registered address
N.A

(All the fields should be captured as appearing in the revenue record, _at no, house no, Municipal Once/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net Profit as per subsection (5) of section 135.

Not Applicable

For and on behalf of the Board of Directors

Sajan Kumar Bansal Amit Kiran Deb
Place: Kolkata Managing Director Chairman- CSR Committee
Date: 15th May, 2023 (DIN: 00063555) (DIN: 02107792)

Annexure to Directors' Report Annexure – C

STATEMENT PURSUANT TO SECTION 197_12_ OF THE COMPANIES ACT, 2013 READ WITH RULE 5_1_ OF THE COMPANIES _APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL_ RULES, 2014

(i) Ratio of remuneration of each director to the median remuneration of employees of the Company for the financial year 2022-23 and percentage increase in remuneration of each Directors, Chief Financial Officer and Company Secretary during the financial year 2022-23 are as under.

Name of Director/KMP

Designation Ratio of remuneration of each Director to the Median remuneration of employees Percentage increase in Remuneration

Executive Directors

Mr. Sajan Kumar Bansal Managing Director 48.36:1 0.00%
Mr. Sharan Bansal Executive Director 40.30:1 0.00%
Mr. Devesh Bansal Executive Director 40.30:1 0.00%
Mr. Siddharth Bansal Executive Director 40.30:1 0.00%
Mr. Yash Pall Jain Executive Director 18.47:1 10.00%

Non-Executive Directors

Mr. Amit Kiran Deb Independent Director 0.89 NA
Mr. Raj Kumar Patodi Independent Director 0.40 NA
Mr. Ashok Bhandari Independent Director 0.79 NA
Mr. Pramod Kumar Shah Independent Director 0.49 NA
Mrs. Mamta Binani Independent Director 0.45 NA

Key Managerial Personnel

Mr. Sharan Bansal Chief Financial Officer NA NA
Mr. Shiv Shankar Gupta Chief Financial Officer NA NA
Mrs. Anu Singh Company Secretary NA 0.00%

Note- a) Mr. Sharan Bansal ceased to be the Chief Financial Officer of the Company w.e.f. 4th February, 2023 and Mr. Shiv Shankar Gupta was appointed as the Chief Financial Officer of the company w.e.f 4th February, 2023. b) Non-Executive Directors were only paid sitting fees for the Board and Committee meetings attended by them and therefore the percentage increase in their remuneration is Not Applicable.

(ii) The percentage increase in the median remuneration of employees in the financial year 2022-23 was 9.00 %.

(iii) The Company has 2211 permanent employees on the rolls of the Company as on 31st March 2023.

(iv) Average percentile increase in the salaries of employees other than the managerial personnel in the financial year 2022-23 was 0.10%, whereas the average percentile increase in the managerial remuneration was 0.90%.

Increase in remuneration of employees is based inter alia on an overall appraisal of the employees, Company's business performance and Nomination and Remuneration Policy of the Company.

(v) It is hereby armed that the remuneration paid during the year ended 31st March 2023 is as per the Nomination and Remuneration Policy of the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal
Place: Kolkata Managing Director Director
Date: 15th May, 2023 (DIN: 00063555) (DIN: 00162513)

STATEMENT PURSUANT TO SECTION 197_12_ OF THE COMPANIES ACT, 2013 READ WITH RULE 5_2_ AND 5_3_ OF THE COMPANIES _APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL_ RULES, 2014

Sl. No Name

Age (years) Qualification Experience (years) Designation Nature of employment Date of commencement of employment Remuneration/ CTC (` p.a.)- Considering Mar'23 provision Particulars of last employment Percentage of equity shares held in the company

1 Sajan Kumar Bansal

64 B.Com 38 MD Contractual 26-10-84 1,44,00,000 NA 0.09%

2 Sharan Bansal

42 Graduate in Mechanical Engineering 20 WTD Contractual 02-04-02 1,20,00,000 NA 0.01%

3 Devesh Bansal

40 Master of Science in International Business & Management 20 WTD Contractual 05-04-02 1,20,00,000 NA 0.01%

4 Siddharth Bansal

35 Bachelor of Science in Management 12 WTD Contractual 10-03-10 1,20,00,000 NA 0.01%

5 Sushil Kumar Beriwal

58 B.Com 27 President - Project Confirmed 01-03-95 68,14,002 NA 0.004%

6 Sujal Kumar Bipinchandra Shah

45 Master of Engineering (Civil- Structural) 22 Vice President- Design & Engineering Confirmed 17-01-22 59,00,028 ADANI Group Nil

7 Yash Pall Jain

63 B.Com 39 WTD Contractual 06-09-17 55,00,008 Bhushan Power & Steel Limited Nil

8 Asish Raha

52 MBA, MSc 29 Sr Vice President- Human Resource Confirmed 16-08-22 54,00,005 AMRI Hospitals Ltd Nil

9 Ashish Kukreja

48 BE (Electronics) 27 Head of Sales- Rest of India Confirmed 01-11-21 52,15,219 FINOLEX CABLES LTD Nil

10 Shiv Shankar Gupta

53 CA 28 Chief Financial Officer Confirmed 03-05-22 51,00,000 West Coast Optilinks, a division of West Coast Paper Mills Ltd Nil

Note: None of the above employees are relative of any of the Director of the Company.

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal
Place: Kolkata Managing Director Director
Date: 15th May, 2023 (DIN: 00063555) (DIN: 00162513)

Annexure to Directors' Report Annexure – D

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134_3_ OF THE COMPANIES ACT, 2013 READ WITH RULE 8_3_ OF THE COMPANIES _ACCOUNTS_ RULES, 2014

Our environmental programs are embedded in our organizational sustainability framework and focus on the reduction of greenhouse gas emissions and increasing resource efficiency along the entire value chain. Our resource efficiency program is helping to reduce all our environmental impacts.

Your Company works diligently to explore the latest carbon mitigation technologies to reduce the carbon footprint. Our ISO 50001 implementation is under process across the factory locations. Various energy conservation measures ranging from process re-engineering, enhanced capacity utilization, use of higher quality fuel, installation of variable frequency drive ( VFDs) ,replacement of conventional lighting with LED lights & others have been developed and implemented.

Rooftop Solar Energy generation units:

At Skipper, clean solar energy is used to reduce carbon footprint and create an overall positive impact on the natural environment. We have installed approx. 1.4 MWp capacity rooftop solar plants at our Uluberia, Janagalpur & BCTL units which will reduce approx. 39320 MT of equivalent quantities of CO2 emission in expected lifespan of installed solar modules. In addition, 750 kWp rooftop solar power generation plant is also in pipeline for Guwahati unit which will be completed by mid of FY 23-24. All such clean energy initiatives will reduce significant quantities of Carbon footprint.

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:

Energy conservation has been one of the focus areas for the Company and conscious exports are being made towards improving energy performance, year on year. The Company is putting best endeavor to reduce energy consumption in all its operations and activities. Energy related parameters are monitored on regular basis and regular maintenance of plant & machinery, installation of automated machines and watchful supervision has resulted in reduction in energy consumption. Steps are also taken for replacing defective and inefficient equipment as and when required. All of our Rolling mills are equipped with state of art APCD which comprise of cyclone separator with bag filters to ensure controlled source emission as per PCB guideline.

Some of the steps undertaken by the Company towards conservation of energy are outlined as under:

a) Heat Recovery System with rolling mill:

As a sustainable energy conservation initiative, we have installed recuperator with all rolling mills by which we are recovering significant quantities of waste heat (approx. 350oC -400oC) from _ue gases & reusing for preheating of furnaces. Hence, we are saving bulk quantities of coal consumption by this heat recovery process through recuperate. Pulverized Coal is being used as the principle fuel for rolling mills operations and Indonesian coal is being used to achieve optimum output.

b) Installation of Energy efficient lighting arrangement & motors:

Based on lux level monitoring we are doing phase wise replacement of conventional lighting arrangement with energy efficient LED lights across the organization. In addition, higher rated motor & blowers are also getting replaced with energy efficient alternatives. Initially, we have achieved approx. 948668 KHW energy savings through these EP initiatives.

c) Close room concept for GI operation:

Instead of open galvanizing, we have implemented close room Galvanizing process. This entire activity comprises of VFD control mechanism which has significant role in energy conservation. Due to enclosed fume extraction system, energy consumption required for blower operation is also very less in respect of convention open dipping galvanizing process.

d) Other Energy Conservation initiatives:

• Incorporation of Two Stage & VFD Compressor of 400 CFM to save electricity of air Compressor & replacement of GI pipe with Aluminum Pipe in old PVC unit.- Approx annual energy Savings: 477379 KWH

• Captive Rooftop Solar Plant-Solar energy generated in FY 22-23: 550631 KWH

• Automatic HDPE Raw Material Feeding through Octopus System for HDPE project- Approx annual energy Savings achieved: 505428 KWH

• GBT based welding machine replaced to transformer based welding machine- Approx annual energy Savings achieved: 156816 KWH

(ii) Steps taken by the Company for utilizing alternate sources of energy:

• Installation of turbo vents for better air circulation without electrical energy.

• Use of transparent roofing sheets in factory sheds for illuminating the area by solar radiation in place of electrical lighting appliances.

(iii) Capital investment on energy conservation equipments:

During the current financial year, the Company has not incurred any major capital expenditure on energy conservation equipment except maintenance capex.

B. TECHNOLOGY ABSORPTION

(i) Exports made towards technology absorption:

• In-house research is being carried out by the Company for developing new and better products and also for improving the quality of existing products.

• New technology machines are being used by the Company for better production and effective utilization of resources.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

• Improved product quality.

• Improvement in productivity and cost reduction.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No new technologies were imported during the last three years, however few machineries were imported during the said period.

(iv) Expenditure incurred on Research and Development (R&D):

The details of the expenditure incurred are as follows:

Particulars

Rs. in million
Capital Expenditure 29.06
Revenue Expenditure 156.16

Total

185.22

C. FOREIGN EXCHANGE EARNINGS AND OUTGO DURING THE YEAR

Particulars

Rs. in million
Foreign Exchange earned 8163.52
Foreign Exchange outgo 2866.27

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal

Place: Kolkata Managing Director Director Date: 15th May, 2023 (DIN: 00063555) (DIN: 00162513)

Annexure to Directors' Report Annexure – E

FORM NO. MR_3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

SKIPPER LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SKIPPER LIMITED (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

The Company's Management is responsible for preparation and maintenance of secretarial and other records and for devising proper systems to ensure compliance with the provisions of applicable laws and Regulations.

Based on our verification of the books, papers, minute books, forms and returns _led and other records maintained by the Company and also the information provided by the Company, its Officers, agents and authorised representatives during the conduct of secretarial audit and considering the relaxations granted by Ministry of Corporate Affairs and Securities and Exchange Board of India due to COVID-19 pandemic, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns _led and other records maintained by the Company for the financial year ended on 31st March, 2023, to the extent applicable, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 and Rules made thereunder; iii) The Depositories Act, 1996 and Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct investment and External Commercial Borrowings;

v) The Regulations and Guidelines prescribed under the Securities & Exchange Board of India Act, 1992 ("SEBI Act") or by SEBI, to the extent applicable:

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021; e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; e) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

v) Other than scald, labour and environmental laws which are generally applicable to all manufacturing/trading companies, no other laws/acts are spherically applicable to the Company.

We have also examined compliance with the applicable clauses of Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that.

We further report that a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) None of the directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member's view in the minutes.

We further report that a fine has been imposed by NSE and BSE on the allegation of Company's appointment of Mr. Raj Kumar Patodi as an Independent Director on the Board, whose age is above 75 years, without passing a prior special resolution in terms Regulation 17(1A) of the Listing Regulation. The Company has submitted its clarification to the stock exchanges, that it is in compliance of the Listing Regulations and the Companies Act, with regard to the above. The Company has also made an application for waiver of the fine on the basis of its clarifications. The Securities Appellate Tribunal in its judgment on 27.04.2023 in a similarly related matter has held inter alia, that Regulation 17(1A) of the Listing Regulations should be read harmoniously with Regulation 17(1C) and the relevant provisions of the Companies Act, 2013 and that the word 'unless' depicted in Regulation 17(1A) of the Listing Regulations does not mean 'prior approval' nor the requirement of passing a special resolution is a quality factory condition for appointment of a person as a non-executive director.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the period under audit, the Company has passed the following special resolutions:

(a) re-appointment of Sri Sharan Bansal (DIN: 00063481) as a Whole-Time Director of the Company, liable to retire by rotation, for a period of 3 (three) years with effect from 1st July, 2022;

(b) re-appointment of Sri Yash Pall Jain (DIN: 00016663) as a Whole-Time Director of the Company, liable to retire by rotation, for a period of 3 (three) years with effect from 6th September, 2022;

(c) re-appointment of Sri Ashok Bhandari (DIN: 00012210) as an Independent Director of the Company, not liable to retire by rotation, for a second consecutive term of 5 (Five) years with effect from 6th September 2022;

(d) approval for payment of the remuneration to Sri Sajan Kumar Bansal as Managing Director of the Company for the remaining period of his tenure i.e., from 1st July, 2022, to 30th June, 2024;

(e) alteration of the Object Clause of Memorandum of Association (‘MoA') of the Company by adding of new object;

(f) re-appointment of Sri Devesh Bansal (DIN: 00162513) as a Whole-Time Director of the Company, liable to retire by rotation, for a period of 3 (three) years with effect from 1st April, 2022;

(g) re-appointment of Sri Siddharth Bansal (DIN: 02947929) as a Whole-Time Director of the Company, liable to retire by rotation, for a period of 3 (three) years with effect from 1st April, 2022;

(h) appointment of Sri Raj Kumar Patodi (DIN : 00167437) as an Independent Director of the Company, not liable to retire by rotation, to hold once for a term of 5 (five) consecutive years with effect from 11 May 2022.

This report is to be read with our letter of even date which is annexed as Annexure – I which forms an integral part of this report.

For MKB & Associates
Place: Kolkata Company Secretaries
Date: 15 May 2023 Firm Reg No: P2010WB042700
Raj Kumar Banthia
Date: 15.05.2023 Partner
Place: Kolkata Membership no. 17190
UDIN: A017190E000311022 COP no. 18428

To

The Members,

SKIPPER LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For MKB & Associates
Place: Kolkata Company Secretaries
Date: 15 May 2023 Firm Reg No: P2010WB042700
Raj Kumar Banthia
Date: 15.05.2023 Partner
Place: Kolkata Membership no. 17190
UDIN: A017190E000311022 COP no. 18428

Business Responsibility and Sustainability Reporting

The Directors present its Business Responsibility and Sustainability Report (BRSR) for the financial year ended on 31st March, 2023. The Business Responsibility and Sustainability Report (BRSR) is provided in lieu of Business Responsibility Report (BRR) and is aligned with the National Guidelines on Responsible Business Conduct (NGRBCs), issued by Ministry of Corporate Affairs (MCA) and is in accordance with the clause(f) of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 as amended from time to time and Circular no. SEBI/HO/CFD//CMD-2/P/CIR/2021/562 dated 10th May, 2021.

SECTION A: GENERAL DISCLOSURE I. Details of Listed Entity

1 Corporate Identity Number (CIN) of the Company L40104WB1981PLC033408
2 Name of the Company SKIPPER LIMITED
3 Year of Incorporation 1981
4 Registered Once address 3A, LOUDON STREET, 1ST FLOOR KOLKATA WB 700017 IN
5 Corporate Address 3A, LOUDON STREET, 1ST FLOOR KOLKATA WB 700017 IN
6 Email ID investor.relations@skipperlimited.com
7 Telephone +91 33 22895731/5732
8 Website www.skipperlimited.com
9 Financial year for which Reporting is being done 1st April, 2022 to 31st March, 2023

10 Name of the Stock Exchange(s) where shares are listed

Bombay Stock Exchange Limited (BSE) & National Stock Exchange of India Limited (NSE)
11 Paid Up Capital `10,26,70,212

12 Name and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report:

Company Secretary: Mrs. Anu Singh Email ID: investors.relations@skipperlimited.com Telephone No: +91 33 22895731/5732
13

Reporting boundary:

Standalone

II. Products/Services

14. Details of business activities (accounting for 90% of the turnover):

Sl. No. Description of Main Activity

Description of Business Activity % of Turnover of the entity
1 Engineering products Manufactures T&D structures and distribution poles 77%

2 Polymer products

Manufactures products funding applications in plumbing and agriculture 20%

3 Infrastructure projects

EPC solutions in tower design, tower testing, manufacturing and onsite construction 3%

15. Products/Services sold by the entity (accounting for 90% of the entity's Turnover):

Sl. No. Product/Service

NIC Code % of Total Turnover contributed
1 Manufacturing of Engineering products 2511 77%
2 Manufacturing of Polymer products 2220 20%
3 Infrastructure projects 4220 3%

III. Operations

16. Number of locations where plants and/or operations/once of the entity are situated:

Location

Number of Plants Number of Once Total
National 5 3 8
International 0 0 0

17. Markets served by the entity: a. Number of locations

Location

Number
National (No. of states) 28
International (No. of countries) 14

b. What is the contribution of exports as a percentage of the total turnover of the entity?

36.51% contribution of total turnover comes from exports.

c. A brief on types of customers:

The company primarily operates in the B2B segment. The company's product range spans engineering, infrastructure, polymer and pipes and, is sold to a wide range of customers including players engaged in Power Distribution and Transmission, Telecom, Railways, Water Utilities, etc.

IV. Employees

18. Details as at the end of Financial Year: a. Employees and workers (including differently abled):

Sl. No. Particulars

Male

Female

Total (A) EMPLOYEES

No. (B)

% (B / A)

No. (C)

% (C / A)

1. Permanent (D) 1,153 1,139 98.8% 14 1.2%
2. Other than Permanent (E) 0 0 0% 0 0%
3. Total employees (D + E) 1,153 1,139 98.8% 14 1.2%
WORKERS
4. Permanent (F) 1,058 1,058 100.0% 0 0%
5. Other than Permanent (G) 4,000 3,985 99.6% 15 0.4%
6 Total workers (F + G) 5,058 5,043 99.7% 15 0.4%

b. Differently abled Employees and workers:

The company has 1 permanent differently-able male worker

19. Participation/Inclusion/Representation of women

No. and percentage of Females

Sl. No. Particulars

Total (A) No. (B) % (B / A)
1. Board of Directors 10 1 10%
2. Key Management Personnel 2 1 50%

20. Turnover rate for permanent employees and workers

FY2022-23

FY2021-22

FY2020-21

Particulars

Male Female Total Male Female Total Male Female Total
Permanent Employees 11.55% 0.42% 11.98% 5.47% 0.19% 5.66% 3.26% 0.06% 3.31%
Permanent Workers 6.60% 0% 6.60% 13.66% 0% 13.66% 15.52% 0% 15.52%

V. Holding, Subsidiary and Associate Companies (Including Joint Ventures)

21. (a) Names of holding / subsidiary / associate companies / joint ventures

Sl. No. subsidiary / associate companies / joint ventures (A)

Indicate whether holding/ Subsidiary/ Associate/ Joint Venture % of shares held by listed entity Does the entity indicated at column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/No)
3 Skipper-Metzer India LLP Joint Venture 50% No

VI. CSR Details

22. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes (ii) Turnover (in ` ): 19,803 million

(iii) Net worth (in ` ): 7,679.61 million

VII. TRANSPARENCY AND DISCLOSURES COMPLIANCES

23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct:

The company has received no material complaints/grievances against it from communities, investors, shareholders, employees and workers, customers, and value chain partners.

The Company prioritises the highest standards of ethics in all aspects of its business activities and maintains a robust mechanism for grievance redressal. The details of the policy and related mechanism can be found in the link - https://repository.skipperlimited. com/investor-relations/pdf/CodeofConductforDirectors&SMP-25.05.21.pdf

24. Overview of the entity's material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format.

Sl. No. Material issue identified

Indicate whether risk or opportunity Rationale for identifying the risk/ opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (positive or negative)

1. Occupational Health and Safety

Risk and Opportunity

Risk: Occupational health and safety practices, if not managed properly, can expose our employees to physical, ergonomic, and other risks while working with heavy machinery in our facilities. Opportunity: Promoting a safety-first culture and putting comprehensive health and safety programs, with a focus on regular training, equipment maintenance, and hazard identification, along with regular assessments as well as safety certifications. This improves employee/worker safety and well-being, leading to higher productivity.

The Company has a strong focus on the health, and safety of employees and workers, and the processes are aligned to the ISO 45001 standards. The rigorous hazard management practices, regular safety audits, and continuous training ensure the overall well-being of workers and the prevention of accidents. The Company has also established grievance redressal mechanisms to address the concerns of employees & workers to promote a conducive working environment.

Positive and Negative

2. Energy Management

Risk and Opportunity

Risk: The Company has high energy consumption during the production process, which contributes to carbon emissions and exacerbates climate change. Inadequate energy management practices could lead to increased reliance on fossil fuels and hinder the transition to renewable energy sources.

The company is working on heat recovery systems to conserve significant quantities of waste heat generated from the heating furnaces of rolling mills, by reusing it back in the process. Installation of Solar panels, LEDs and natural lighting to manage energy

Positive and Negative

Opportunity: Energy management presents a unique opportunity and provides the company with a competitive edge. The energy-efficient technologies projects can reduce operational costs, resulting in improved margins and enabling us to mitigate climate change impacts. Further, using non-renewable energy would help create access to cleaner and more energy efficient sources.

efficiently

3. Emissions Management

Risk and Opportunity Risk: Globally, greenhouse gas emissions continue to rise at a time when there is an urgent need to be rapidly declining. If GHG emissions continue to rise unabated, they can pose risks. The company recognises the importance of reducing GHG emission footprint and has implemented an emissions management program to achieve Positive & Negative
Opportunity: Effectively controlling GHG emissions could create significant economic, environmental, and social benefits. It provides a responsible ecosystem and enhances company's relationships with all its stakeholders. this. The program focuses on identifying emission hotspots and reducing GHG emissions through initiatives focused on optimal fuel usage and cleaner alternatives in the production process, wherever feasible. Furthermore, the company is constantly exploring new opportunities for preserving biodiversity through the innovative design of our products.

4. Employees

Risk and Opportunity Risk: If employee engagement is not prioritized, it can have an adverse long-term impact on the company's performance. The company prioritizes employee satisfaction and has implemented a robust HR framework with five Positive and Negative
Opportunity: Building a culture of employee engagement can lead to higher retention, greater job satisfaction, better performance, and sustained organizational success in the long term. employee focus areas and a nine- grid performance management system to enhance productivity and employee motivation.

 

Sl. No. Material issue identified

Indicate whether risk or opportunity Rationale for identifying the risk/ opportunity

In case of risk, approach to adapt or mitigate

Financial implications of the risk or opportunity (positive or negative)

5. Effluents Management

Risk The company recognizes that efficiently managing Effluents even if it has only a small footprint is essential for companies in our sector.

The company has a state-of-the- art ETP, which ensures that the Effluents are fully treated and used for various purposes at the factories and leftover sludge is disposed responsibly.

Negative

6. Waste Management

Risk and Opportunity Risk: The Company recognizes that poor waste management practices exacerbate the impact of climate change effects and create negative health impacts for workers and surrounding communities.

Our company places utmost importance to minimizing waste – both hazardous and non-hazardous – with a focus on Reduce, Recycle, and

Positive and Negative
Opportunity: Comprehensive waste management programs with heightened environmental and social consciousness can effectively contribute to the mitigation of climate change impacts while promoting the overall well-being of workers and communities.

Reuse principles. Our waste management commitments are designed to meet all the statutory guidelines and industry standards. Further our focus on circularity initiatives, ensure judicious usage of natural and manmade resources.

7. Community and Society

Opportunity

Corporate engagement in communities is positive towards people and society and creates a conducive environment for inclusive growth. These initiatives can help Corporate to better understand the social, economic, and environmental contexts in which they operate, build stronger relationships with stakeholders, and identify new opportunities for innovation and sustainable growth.

NA

Positive

8. Responsible Sourcing

Opportunity

Extending the sustainability agenda to suppliers can significantly reduce company's exposure to risks related to economic, environmental, social, and governance. Getting all our suppliers to commit to our Supplier Code of Conduct and Business Conduct Guidelines, with an emphasis on legal compliance, anti-bribery and anti-corruption, human rights, health and safety, and environmental protection, along with regular risk assessments and monitoring, ensures that our operations are truly sustainable at an enterprise level.

NA

Positive

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

Disclosure Questions

P 1 P 2 P 3 P 4

P 5

P 6

P 7

P 8 P 9

Policy and management processes

1. a. Whether your entity's policy/policies cover each principle and its core elements of the NGRBCs. (Yes/No) Y Y Y Y Y Y Y Y Y
b. Has the policy been approved by the Board? (Yes/No)

Yes

c. Web Link of the Policies, if available

https://repository.skipperlimited.com/investor-relations/pdf/brp.pdf

2. Whether the entity has translated the policy into procedures. (Yes / No)

Yes

3. Do the enlisted policies extend to your value chain partners? (Yes/No)

Although the Company encourages its value chain partners to adopt NGRBC principles and other responsible business practices, duly following them is based on the partner's business model.

4. Name of the national and international codes/ certifications/labels/ standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to each principle.

1) ISO 9001:2008 for Quality Management

2) ISO 45001:2018 for Occupational Health & Safety

3) ISO 14001:2015 for Environmental Management System

4) Bureau of Indian Standards (ISI)

5. Specific commitments, goals and targets set by the entity with defined timelines, if any.

TheCompanyplacesemphasisongoalsandtargetsrelatingtoeconomic,environmental, social, and governance aspects. The individual goals have speci_c timelines based on the nature of each goal. For instance, economic growth has a quarterly timeline, while environmental goals, involving carbon reduction initiatives, are set on a one-year timeline. Similarly, CSR initiatives are budgeted and implemented within a one-year time frame. Moreover, the company consistently monitors the progress and takes any necessary corrective actions.

 

Disclosure Questions

P 1

P 2

P 3

P 4

P 5

P 6

P 7

P 8

P 9

6. Performance of the entity against the speci_c commitments, goals and targets along-with reasons in case the same are not met.

Performance evaluation is an integral component of all functions throughout the organization. On the environmental front, the company has made progress on multiple initiatives such as shifting to low-sulphur fuels, increasing the capacity of electricity generated from renewable sources, conserving and reusing waste heat, reducing ETP sludge, and reusing process waste. Additionally, the company has earned certification as a Great Place to Work reflecting focus on its employees and work culture. The company has also successfully met its CSR budgeted expenditure, positively impacting the community.

Governance, leadership and oversight 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has _exibility regarding the placement of this disclosure)

At Skipper, we take our role as responsible corporate citizens seriously and remain dedicated to improving our performance in environmental and social areas while maintaining our focus on value creation for all our stakeholders. All our businesses strive to create a positive impact on the world around us and are committed to maximizing that impact by implementing sustainable and socially responsible practices.

8. Details of the highest authority responsible for implementation and oversight of the Business Responsibility policy (ies).

Board of Directors

9. Does the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details.

Yes, the Company has an Environmental, Social and Governance (ESG) Committee in place which is duly responsible for decision-making on sustainability issues. The Committee comprises of two Executive Directors, one Non-Executive Independent Director and one senior executive of the company. The composition of the Committee is as follows:
1. Mr. Devesh Bansal – Executive Director (Chairman)
2. Mrs. Mamta Binani – Independent Director (Member)
3. Mr. Yash Pall Jain - Executive Director (Member)
4. Mr. Raj Kumar Nanda – AGM-EHS (Member)

10. Details of Review of NGRBCs by the Company:

Subject for Review

Indicate whether review was undertaken by Director/ Committee of the Board/ Any other Committee

Frequency (Annually/Half yearly/Quarterly/ Any other – please specify)

P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9 P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9

Performance against above policies and follow up action

Committee of the Board

Annually

Compliance with statutory requirements of relevance to the principles, and, rectification of any non-compliances

Committee of the Board

Continuous evaluation of statutory compliances with various principles through regular assessments and internal audits, is made on a continuous basis (Any other).

 

P 1 P 2

P 3

P 4 P 5

P 6

P 7 P 8

P 9

11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency.

The company gets all the major policies reviewed and verified through an external consultant, wherever necessary before the policies are presented to the Board.

12. If answer to question (1) above is "No" i.e. not all Principles are covered by a policy, reasons to be stated:

Questions

P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9

The entity does not consider the Principles material to its business (Yes/No)

Not Applicable

The entity is not at a stage where it is in a position to formulate and implement the policies on specified principles (Yes/No)

The entity does not have the financial or/human and technical resources available for the task (Yes/No)

It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify)

SECTION C PRINCIPLE_WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1: BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH INTEGRITY IN A MANNER THAT IS ETHICAL, TRANSPARENT AND ACCOUNTABLE

Essential Indicators

1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:

Total number of training and awareness % age of persons Segment Topics / principles covered under the training and its impact programmes held covered

Board of Directors 2 • Relevant statutory amendments & a brief article on 100% relevant topic

• Recent major amendments in context of Corporate Social Responsibility

KMP 3 • Recent Amendments as introduced by SEBI 100%

• Various aspects of managerial remuneration

• Recent major amendments in context of Corporate Social Responsibility and its practical implementation.

Employees other 4 • Induction training 100% than BoD and • Prevention of Sexual Harassment (POSH) KMPs • Code of conduct

• Skill development programs

Workers 4 • Prevention of Sexual Harassment (POSH) 70%

• Health & Safety

• On the Job training

• SOP training

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format

There are no fines, penalties, punishments, awards, compounding fees or settlement amounts paid by the Company or by Directors/ KMPs to regulators/law enforcement agencies/judicial institutions in the financial year. Further, there were no non-monetary penalties paid by the Company during the year.

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary action has been appealed.

Not Applicable.

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy.

Yes, The Company has an Anti-Bribery and Anti-Corruption (ABAC) policy that serves as the guiding principle for all employees. This policy mandates that employees, directors, and Officers recognise questionable transactions, behaviour, or conduct and take the required action to record such activities. The Company has established procedures to create awareness and address such behaviour or conduct. The Company also encourages its business partners to adhere to the Code.

https://repository.skipperlimited.com/investor-relations/pdf/ANTI-BRIBERY-POLICY.pdf

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption:

There are no disciplinary actions against any Directors, KMPs, employees, or workers by any enforcement agency for charges related to bribery or corruption during the current and previous financial years.

6. Details of complaints with regard to conflict of interest:

There are no complaints received in relation to issues of Conflict of Interest of the Directors and KMPs.

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest:

Not Applicable

Leadership Indicators

1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year:

The Company engages with vendors and contractors to enable them to follow the company's business responsibility policies such as the Code of Conduct, prevention of sexual harassment, and Standard Operating Procedures (SOPs) for health and safety. The company also encourages all its value chain partners to integrate environmental and social considerations in doing business.

2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If Yes, provide details of the same.

Yes. The Company has a Code of Conduct for the Directors and Senior Management Personnel (SMPs) to manage conflict of interest involving members of the Board. The Board of Directors & SMPs are required to affirm the compliance of the code every year. The policy can be found on Skipper's website at the link:

https://repository.skipperlimited.com/investor-relations/pdf/CodeofConductforDirectors&SMP-25.05.21.pdf

PRINCIPLE 2 BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A MANNER THAT IS SUSTAINABLE AND SAFE

Essential Indicators

1. Percentage of R&D and capital expenditure (capex) investments in speci_c technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.

FY 2022-23 Details of improvements in environmental and social impacts

R&D

0% In addition to economic impacts, the company also considers environmental and social impact while designing its

Capex

11.20% Products or incurring capex.

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) b. If yes, what percentage of inputs were sourced sustainable?

Yes, 93% of inputs are sourced sustainable. The Company's commitment to sustainability management is an integral part of its corporate purpose. The company encourages sustainability even in its value chain through various initiatives. The Company prefers local sourcing, with about 90% of its raw-material procured from producers within India. Out of this 6.37% is sourced from small and medium Enterprises. The Vendor Monitoring process strives to align the suppliers with critical sustainability focus areas of the company. These would extend to aspects such as legal compliance, anti-bribery and anti-corruption, human rights, health and safety, and environmental protection. Both the existing and new suppliers are encouraged to perform self-assessments, along with periodic risk assessments by Skipper Ltd, and third-party assessments.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.

The Company is committed to responsibly managing its environmental footprint through the ISO 14001 certification for its plants. The company follows Reduce, Reuse, and Recycle approach to manage its waste across its operations.

The Company also follows a responsible disposal mechanism for both its hazardous and non-hazardous waste. All hazardous waste is sent to registered recyclers or to CPCB/WBPCB Authorised TSDF (transportation, storage, and disposal facilities) for disposal. In the polymers division much of the plastic waste is re-used as a part of the production. Plastic packaging and E-waste are sent to authorised recyclers.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity's activities (Yes / No). If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.

Yes. The company is following all the processes in line with the statutory requirements.

Leadership Indicators

1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format?

The company has not conducted any Life Cycle Assessments during the year.

2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same.

Although the company hasn't conducted any formal LCA studies, the management team regularly evaluates the risks and opportunities arising from the production and disposal of the products. In this regard, the company has been evaluating several initiatives such as recovery of waste heat and carbon capture and re-use in the processes, which has the potential to significantly reduce coal consumption in certain processes.

3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry). (Costing/Accounts)

The Company, wherever possible, strives to explore opportunities for recycling or reusing input material to minimize waste from the process.

4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely disposed:

The Company's products are designed to have a long lifespan. The packaging plastic footprint is minimal, reflecting the company's commitment to reducing environmental impact. The company's end-of-life E-waste generated from corporate use is sent to authorised recyclers.

5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.

Not Applicable

PRINCIPLE 3 BUSINESSES SHOULD RESPECT AND PROMOTE THE WELL_BEING OF ALL EMPLOYEES, INCLUDING THOSE IN THEIR VALUE CHAINS

Essential Indicators 1. a. Details of measures for the well-being of employees:

% of Employees covered by

Health insurance

Accident insurance

Maternity benefits

Paternity Benefits

Day Care facilities

Category

Total (A) Number (B) % (B / A) Number (C) % (C / A) Number (D) % (D / A) Number (E) % (E / A) Number (F) % (F / A)

Permanent employees

Male 1,139 1,095 96% 1,139 100% 0 0% 0 0% 0 0%
Female 14 12 86 % 14 100% 14 100% 0 0% 0 0%

Total

1,153 1,107 96% 1,153 100% 14 100% 0 0% 0 0%

Other than Permanent employees

Male NA NA NA NA NA NA NA NA NA NA NA
Female NA NA NA NA NA NA NA NA NA NA NA

Total

NA NA NA NA NA NA NA NA NA NA NA

b. Details of measures for the well-being of workers:

% of Employees covered by

Health insurance

Accident insurance

Maternity benefits

Paternity Benefits

Day Care facilities

Category

Total (A) Number (B) % (B / A) Number (C) % (C / A) Number (D) % (D / A) Number (E) % (E / A) Number (F) % (F / A)

Permanent employees

Male 1,058 1,058 100% 1,058 100% NA NA 0 0% 0 0%
Female 0 0 0% 0 0% 0 0% 0 0% 0 0%

Total

1,058 1,058 100% 1,058 100% 0 0% 0 0% 0 0%

Other than Permanent employees

Male 3,985 3,985 100% 0 0% NA NA 0 0% 0 0%
Female 15 15 100% 0 0% 15 100% 0 0% 0 0%

Total

4,000 4,000 100% 0 0% 15 100% 0 0% 0 0%

2. Details of retirement benefits, for Current FY and Previous Financial Year.-

No. of employees covered as a % of total employees FY2022-23 No. of workers covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.) No. of employees covered as a % of total employees FY2021-22 No. of workers covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.)
PF 96% 100% Y 96% 100% Y
Gratuity 98% 100% N.A 99% 100% N.A
ESI 50% 100% Y 56% 100% Y

3. Accessibility of workplaces

Are the premises / once of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.

Though the premises/ once of the entity are not entirely as per the requirements of the Rights of Persons with Disabilities Act, 2016, the company is focused on creating inclusive workplaces and it has taken necessary steps at its work locations and facilities to ensure that differently-abled persons do not face any challenges. The Company sensitizes employees to ensure that they are aware of the needs and requirements of differently-abled individuals and can provide the necessary assistance as required.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy.

Though the entity does not have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016, Skipper promotes diversity, equity, and inclusion. The Business Responsibility & Sustainability policy along with various HR policies underscores the company's commitment as an equal opportunity employer. The company provides equal opportunities for all employees, regardless of their race, gender, religion, or any other characteristic. The Company continuously reviews and improves its policies and practices to ensure that it fosters a work environment that is free from discrimination and promotes equal opportunities for all.

https://repository.skipperlimited.com/investor-relations/pdf/brp.pdf

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Not Applicable

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and worker? If yes, give details of the mechanism in brief.

Yes/No (If Yes, then give details of the mechanism in brief)

Permanent Workers Other than Permanent Workers

Yes, any worker who has a grievance can raise their issue with the concerned department through email. They can also connect with the local HR team (at the corporate or factory level), which is responsible for managing and overseeing the grievance mechanism.

Permanent Employees Other than Permanent Employees

If the issue cannot be resolved at this level, the employee or worker can escalate the grievance to the management. The company also conducts programs such as Coffee with MD where employees get an opportunity to interact with senior management. These forums facilitate employees to share their ideas, opinions or concerns directly with the Managing Director. The employees will also have access to the channels such as the whistle-blower mechanism.

7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:

The company has no employees & workers in associations or unions recognised by the company.

8. Details of training given to employees and workers:

FY 2022-23 FY 2021-22

Category

On Health and safety measures

On Skill up gradation

On Health and safety measures

On Skill up gradation

Total (A) Number (B) % (B / A) Number (C) % (C / A) Total (D) Number (E) % (E / D) Number (F) % (F / D)

Employees

Male 1,139 1,037 91% 1,037 91% 919 919 100% 919 100%
Female 14 14 100% 14 100% 18 18 100% 18 100%

Total

1,153 1,051 91% 1,051 91% 937 937 100% 937 100%
Workers
Male 5,043 5,043 100% 5,043 100% 4,693 4,693 100% 4,693 100%
Female 15 15 100% 15 100% 0 0 0 0 0

Total

5,058 5,058 100% 5,058 100% 4,693 4,693 100% 4,693 100%

9. Details of performance and career development reviews of employees and worker:

FY2022-23 FY2021-22

Category

Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 1,139 1,139 100% 919 919 100%
Female 14 12 86% 18 13 72%

Total

1,153 1,151 99% 937 932 99%
Workers
Male 5,043 5,043 100% 4,693 4,693 100%
Female 15 15 100% 0 0 0%

Total

5,058 5,058 100% 4,693 4,693 100%

10. Health and safety management system: a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage such system?

Yes, the Company gives paramount importance to employee safety and well-being of its employees and workers. All the Company's facilities are compliant with ISO 45001:2018 certification for Occupational Health and Safety Standards. All the employees and workers working at our locations are covered under the EHS system. The EHS focuses on all aspects of operations including the design and implementation of safe work practices, the provision of appropriate personal protective equipment, and the identification and control of risks in the workplace.

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?

The company has an EHS team at the group level and also at each facility location. All the workers are provided with comprehensive safety training. Especially, for new workers, after the 90-day induction program, the company gathers feedback on all parameters including health and safety. The workers are permitted on the job only after they are provided with a safety briefing by the supervisors on the activities to be performed. The health & safety team across all plant locations regularly undertakes audits & inspections to determine the safety risk based on the likelihood and severity of the hazard. As a part of the inspections, they also have discussions and take feedback from workers and supervisors on the shop floor. All the recommendations are discussed by the management, and any corrective actions are promptly implemented to ensure the health and safety performance.

c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. (Y/N)

Yes, in addition to the health and safety team interactions with workers to identify any work-related hazardous, the company encourages employees and workers to report any unsafe conditions or unsafe acts or near miss incidents immediately to the health & safety team and ask them to stay away and safeguard themselves from such processes till a root cause analysis is complete and a corrective action is put in place.

d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No)

Yes, the Company has equipped all its sites with emergency healthcare facilities. Furthermore, the Company provides medical insurance or ESI coverage to its employees/workers and their immediate family members to cover the costs of hospitalization in the event of an accident or other unforeseen medical emergencies.

11. Details of safety related incidents, in the following format:

Safety Incident/Number

Category CY 2022* CY 2021*

Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked)

Employees Workers 1.44 2.61

Total record able work-related injuries

Employees Workers 12 21

No. of fatalities

Employees Workers 0 0

High consequence work-related injury or ill-health (excluding fatalities)

Employees Workers 0 0

*The above-mentioned data is of the calendar year.

12. Describe the measures taken by the entity to ensure a safe and healthy work place.

To ensure a safe and healthy workplace, all workers are provided with comprehensive safety training. They are only permitted to start the work after receiving a safety briefing from their supervisors regarding the specific activities to be performed. In addition to safety training, the company also prioritizes the overall health of its employees by providing periodic medical assessments and health check-ups and various facilities to monitor their well-being.

13. Number of Complaints on the following made by employees and workers:

There are no complaints made by employees or workers on the working conditions and health and safety during FY 2021-22 and FY 2022-23.

14. Assessments for the year:

% of your plants and once that were assessed (by entity or statutory authorities or third parties)
Health and safety practices 100%
Working Conditions 100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions.

The Company places highest priority on employees & workers health and safety. The management along with the department heads and EHS team regularly reviews safety related risks and incidents and takes required corrective actions such as safety training and updating SOPs.

Leadership Indicators

1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N) (B) Workers (Y/N).

Yes, The Company has provided its employees and workers with Group Life Insurance coverage and Accidental Life Insurance coverage or ESI coverage as per applicability. The workers are also covered by the Workmen Compensation Act, 1923.

2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners.

To ensure that statutory dues are deducted and deposited by the value chain partners, the company has implemented a monthly tracking mechanism for monitoring statutory compliance. In addition, the company conducts periodic reviews to ensure compliance. These measures help in maintaining transparency and accountability in the operations, and help the company remain committed to complying with all applicable laws and regulations.

3. Provide the number of employees / workers having suffered high consequence work- related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment:

There have not been any instances of employees/ workers suffering from high consequence work- related injury/ ill- health/ fatalities.

4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? Yes/No

Yes, the Company provides transition assistance to retired employees wherever feasible.

5. Details on assessment of value chain partners on health and safety practices and working conditions

Nil

6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners.

The Company encourages the value chain partners to adopt NGRBC principles and other responsible business practices but has not carried out any external assessments of health and safety practices and working conditions of value chain partners. However, the company regularly reviews any health and safety risks and, if any corrective action is required, will implement it promptly.

PRINCIPLE 4 BUSINESSES SHOULD RESPECT THE INTERESTS OF AND BE RESPONSIVE TO ALL ITS STAKEHOLDERS

Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity.

The Company's stakeholder identification process is based on a detailed analysis of its operations and business environment. The company identifies and prioritizes stakeholders based on their level of influence and interest in our business operations. The Company uses a variety of methods for stakeholder identification, including stakeholder discussions, surveys, researching information, and closely following industry associations and regulators.

2. List stakeholder groups identified as key for your entity & the frequency of engagement with each stakeholder group.

Stakeholder Group

Whether identified as Vulnerable & Marginalized Group (Yes/No

Channels of communication

Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify)

Purpose and scope of engagement including key topics and concerns raised during such engagement

Investors

No

• Website • Quarterly financial results • Annual reports • Investor presentations & meetings • Annual General Meeting

Annually / Quarterly / Need-based

Garner the confidence of our investors to maintain access to capital and manage it effectively.

Customers

No

• Ads, exhibitions and events • Digital and social media connect • Brochures and catalogues • Website • Phone calls, e-mails • Formal informal review of customer relationships & requirements

Regular and Continuous Engagement

Developing a deeper understanding of our customer needs and preferences, which is essential for our growth

Stakeholder Group

Whether identified as Vulnerable & Marginalized Group (Yes/No

Channels of communication

Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify)

Purpose and scope of engagement including key topics and concerns raised during such engagement

Employees

No

• Online and offline trainings • Emails, newsletters & intranet portals • Team & Staff meetings • Open forums • Performance appraisal reviews

Regular and Continuous Engagement

Creating a healthy, safe, rewarding, and fulfilling work environment for our workers and employees.

Suppliers

No

Supplier questionnaires and on boarding platform • E-mails and phone calls • meets

Regular and Continuous Engagement

Nurturing relationships with vendors to maintain an efficient and responsible supply chain

Regulators

No

• E-mails • Regulatory _lings • Statutory compliance inspections and reports • Annual reports

Regular and continuous Engagement (as per regulatory guidelines)

Comply with all the current and evolving statutory requirements.

Community

Yes

• Community meetings • CSR programs, reviews, and feedback discussions

Regular and Continuous Engagement

Building and maintaining healthy relationships with communities and using and sharing the local resources responsibly.

Industry bodies and associations

No

• Conferences and industry events

Regular and Continuous Engagement

Collaboratively developing solutions for common challenges.

Leadership Indicators

1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.

The Board Members directly as well as through management subcommittees, hold regular consultations with various stakeholders, including customers, employees, suppliers, and local communities. The Board receives feedback from these consultations through regular reporting by management and, based on the funding, takes an appropriate course of action to integrate environmental and social initiatives in to the strategy.

2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes/No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity.

The Company actively embraces stakeholder consultation to identify and address economic, environmental, social, and governance matters. It has undertaken a review of environmental and social practices in light of evolving sustainability regulations and has strengthened its practices to align more closely with the National Guidelines for Responsible Business Conduct (NGRBC). Additionally, the company consistently evaluates feedback from its factories and designs programs aimed at reducing emissions, energy and water consumption, as well as waste generation. The company's continuous engagement with employees and workers and incorporating their feedback has also resulted in achieving the distinction of being recognised as a Great Place To Work.

3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups.

The Company engages and receives regular inputs / feedback / assessments from community members, NGOs, and other stakeholders. The inputs received were incorporated into the company's CSR policy and programs.

PRINCIPLE 5 BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

Category

Total (A) FY2022-23 No. employees of employees / workers covered (B) % (B / A) Total (C) FY2021-22 No. employees of employees / workers covered (D) % (D / C)

Employees

Permanent 1,153 1,153 100% 937 937 100%
Other than permanent 0 0 0% 0 0 0%

Total Employees

1,153 1,153 100% 937 937 100%

Workers

Permanent 1,058 1,058 100% 1,013 1,013 100%
Other than permanent 4,000 4,000 100% 3,680 3,680 100%

Total Workers

5,058 5,058 100% 4,693 4,693 100%

2. Details of Minimum wages paid to Employees and workers in the following format

FY 2022-23 FY 2021-22

Category

Equal to minimum wages

More than Minimum Wages

Equal to minimum wages

More than Minimum Wages

Total (A) Number (B) % (B / A) Number (C) % (C / A) Total (D) Number (E) % (E / D) Number (F) % (F / D)

Employees

Permanent

Male 1,139 0 0% 1,139 100% 919 0 0% 919 100%
Female 14 0 0% 14 100% 18 0 0% 18 100%

Total

1,153 0 0% 1,153 100% 937 0 0% 937 100%

Other than Permanent

Male NA NA NA NA NA NA NA NA NA NA
Female NA NA NA NA NA NA NA NA NA NA

Total

NA NA NA NA NA NA NA NA NA NA
Workers

Permanent

Male 1,058 0 0% 1,058 100% 1,013 0 0% 1,013 100%
Female 0 0 0% 0 0% 0 0 0% 0 0%

Total

1,058 0 0% 1,058 100% 1,013 0 0% 1,013 100%

Other than Permanent

Male 3,985 0 0% 3,985 100% 3,680 0 0% 3,680 100%
Female 15 0 0% 15 100% 0 0 0% 0 0%

Total

4,000 0 0% 4,000 100% 3,680 0 0% 3,680 100%

3. Details of remuneration/salary/wages, in the following format:

(Amount in ` /Per Annum)

Gender

Number Male Median remuneration/ salary/ wages of respective category Number Female Median remuneration/ salary/ wages of respective category
Board of Directors (BoD) 9 1,20,00,000 1 1,35,000
Key Managerial Personnel 1 65,00,040 1 13,01,111
Employees other than BoD and KMP 1138 2,97,179 13 3,84,883
Workers 5023 1,20,000 15 1,20,000

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? Yes

Yes, the HR team works closely with relevant stakeholders to identify and address any potential or actual human rights impacts that may arise from the operations or supply chain. The company is committed to upholding human rights by ensuring compliance with all applicable laws and regulations related to human rights.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.

The Company has established internal mechanisms to address grievances related to human rights issues. The employees and stakeholders can report human rights concerns or grievances to the HR department or can use the whistleblower mechanism. All reported grievances are investigated promptly and impartially, and appropriate corrective actions are taken to address any identified human rights issues.

The Company also provides regular training and awareness-raising activities to its employees on human rights and grievance mechanisms.

6. Number of Complaints on the following made by employees and workers on sexual harassment, discrimination at the workplace, child labor, forced labour/involuntary labour, wages, etc.

No complaints were _led under any category.

7. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.

The Company is committed to maintaining a safe and respectful workplace for all employees and stakeholders. The company has policies and procedures in place to prevent adverse consequences to the complaint in case of discrimination and harassment. The company takes all complaints seriously and ensure all investigations relating to sexual harassment or discrimination are conducted confidentially and impartially through an Internal Complaints Committee (ICC).

The policies such as Prevention of Sexual Harassment at the Workplace (POSH) and non-discrimination protect the complaint against retaliation and ensure that they are not subjected to adverse consequences for reporting incidents of discrimination or harassment.

8. Do human rights requirements form part of your business agreements and contracts?

While the company does not explicitly include all the human rights clauses in the contracts, it actively encourages the business partners to adopt responsible business practices and to comply with all relevant laws and regulations. The company believes that ethical and sustainable practices are essential to building strong, long-term partnerships and creating shared value for all stakeholders. Therefore, the company engages in regular communication with its partners to ensure that they understand the company's expectations and commitments regarding responsible business practices.

9. Assessments for the year:

% of your plants and ones that were assessed (by entity or statutory authorities or third parties)

% of your plants and once that were assessed (by entity or statutory authorities or third parties)
Child labour The company through various channels, regularly monitors its facilities and ensures that there are no human rights
Forced/involuntary labour violations either at its factories or once.
Sexual harassment
Discrimination at workplace
Wages

10. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above.

Not Applicable

Leadership Indicators

1. Details of a business process being modified / introduced as a result of addressing human rights grievances/ complaints.

Not Applicable

2. Details of the scope and coverage of any Human rights due-diligence conducted.

Not Applicable

3. Is the premise/once of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016?

Skipper is focused on creating inclusive workplaces and it has taken necessary steps at the work locations and facilities to ensure that differently-abled persons including visitors do not face any challenges. The company sensitizes employees to ensure that they are aware of the needs and requirements of differently-abled individuals including visitors and can provide the necessary assistance as required.

4. Details on assessment of value chain partners

The Company through various channels, regularly monitors its facilities and ensures that there are no human rights violations either at its factories or once.

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above.

Not Applicable

PRINCIPLE 6: BUSINESSES SHOULD RESPECT AND MAKE EFFORTS TO PROTECT AND RESTORE THE ENVIRONMENT

Essential Indicators

1. Details of total energy consumption (Giga Joules) and energy intensity, in the following format:

Parameter

FY 2022-23 FY 2021-22
Total electricity consumption (A) 1,51,156 1,37,698
Total fuel consumption (B) 5,14,027 4,52,425
Energy consumption through other sources (C) - -

Total energy consumption (A+B+C)

6,65,183 5,90,123

Energy intensity per million of turnover (Total energy consumption/ turnover in per million rupees)

33.59 34.57

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? No.

2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any.

No, the entity does not have any sites/ facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India, as of now.

3. Provide details of the following disclosures related to water, in the following format:

Parameter

FY 2022-23

Water withdrawal by source (in kilolitres)

(i) Surface water -
(ii) Groundwater 72,453
(iii) Third party water -
(iv) Seawater / desalinated water -
(v) Others -

Total volume of water withdrawal (in kilolitres)

72,453

Total volume of water consumption (in kilolitres)

72,453

Water intensity per million of turnover (Water consumed / turnover in million rupees)

3.66

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? No

4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.

Though the Company has not yet implemented a mechanism for Zero Liquid Discharge, it has taken measures to minimise its environmental impact by setting up efficient treatment plants (ETP) at its facilities. The state of art ETP treats wastewater and removes any harmful pollutants before releasing the treated water back into the environment. The company also recycles sewage in the sewage treatment plant (STP). The treated water is used for maintaining green belt, dust suppression & reuse in the process.

5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter*

Please specify unit FY 2022-23
NOx Mg/NM3 176
SOx Mg/NM3 98
Particulate matter (PM) Mg/NM3 74
Persistent organic pollutants (POP) NA -
Volatile organic compounds (VOC) NA -
Hazardous air pollutants (HAP) NA -
Others – Oxygen % 13.6
Others – Carbon dioxide % v/v 6.2
Others – Carbon monoxide % v/v <0.2
Others – Hydrochloric acid mist Mg/NM3 40.5

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? Yes, R.V. BRIGGS & CO PRIVATE LTD.

6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:

Parameter

Unit FY 2022-23 FY 2021-22

Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O,

Metric tonnes of CO2 40,277 36,708
HFCs, PFCs, SF6, NF3, if available) equivalent

Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O,

Metric tonnes of CO2 32,740 30,214
HFCs, PFCs, SF6, NF3, if available) equivalent

Total Scope 1 and Scope 2 t-Co2e emissions per million rupee

3.69 3.92

of turnover

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? No

7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.

Yes, the company regularly evaluates opportunities for reducing Green House Gas emissions. One of the steps taken by the company is shifting from furnace oil to low-sulphur heavy stock (LSHS) and light diesel oil (LDO) as sources of fuel. This transition, along with optimizing fuel efficiency, has resulted in a reduction of 13% in greenhouse gas emissions at a process level in the furnace. The company is further evaluating opportunities to replace LSHS/LDO with cleaner alternatives. The company has solar panels at three of its key facilities to meet a portion of its power consumption needs and thereby reduce its reliance on electricity based on fossil fuels. The company is also exploring opportunities for heat recovery within rolling mills, which could further reduce coal consumption.

8. Provide details related to waste management by the entity, in the following format:

Parameter

FY 2022-23 FY 2021-22

Total Waste generated (in metric tones)

Plastic waste (A) 2,029 1,681
E-waste (B) 0 0
Bio-medical waste (C) 0 0
Construction and demolition waste (D) 0 0
Battery waste (E) 2.57 0
Radioactive waste (F) 0 0
Other Hazardous waste. Please specify, if any. (G) 3,100 3,243
Other Non-hazardous waste generated (H). Please specify, if any. 21,529 NA

Total (A+B + C + D + E + F + G+ H)

26,660 4,924

For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tones)

Category of waste

(i) Recycled 0 0
(ii) Re-used 1,463 0
(iii) Other recovery operations 0 0

Total

1,463 0

For each category of waste generated, total waste disposed by nature of disposal method (in metric tones)

Category of waste

(i) Incineration 0 0
(ii) Land filling 0 0
(iii) Other disposal operations 23,853 3,647

Total

23,853 3,647

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? No

9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.

The Company is committed to responsibly managing its environmental footprint through the ISO 14001 certification for all plants. The company follows Reduce, Reuse, and Recycle approach to manage its waste across its operations. The company also follows a responsible disposal mechanism for both its hazardous and non-hazardous waste. All hazardous waste is sent to registered recyclers or to CPCB/WBPCB Authorised TSDF (transportation, storage, and disposal facilities) for disposal. E-waste is sent to registered recyclers. In the polymer units the plastic waste is re-used as a part of the production. Non-hazardous waste such as paper is reused as packaging material.

10. If the entity has operations/once in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format:

The Company does not have any of its facilities or once in these areas

11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year:

Nil

12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules there under (Y/N). If not, provide details of all such non-compliances, in the following format:

Yes, the Company is in compliance with all applicable environment related legislations

Leadership Indicators

1. Provide break-up of the total energy consumed (in Giga Joules) from renewable and non-renewable sources, in the following format:

Parameter

FY 2022-23 FY 2021-22

From renewable sources

Total electricity consumption (A) 1,960 12
Total fuel consumption (B) - -
Energy consumption through other sources (C) - -

Total energy consumed from renewable sources (A+B+C)

1,960 12

From non-renewable sources

Total electricity consumption (D) 1,49,196 1,37,686
Total fuel consumption (E) 5,14,027 4,52,425
Energy consumption through other sources (F) - -

Total energy consumed from non-renewable sources (D+E+F)

6,63,223 5,90,112

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency. If yes, name of the external agency: No.

2. Provide the following details related to water discharged:

Parameter

FY 2022-23 FY 2021-22

Water discharge by destination and level of treatment (in kilolitres)

(i) To Surface water
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(ii) To Groundwater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(iii) To Seawater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(iv) Sent to third-parties
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(v) Others
- No treatment 0 0
- With treatment – please specify level of treatment 0 0

Total water discharged (in kilolitres)

0 0

3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):

The Company doesn't operate its facilities in any water-stress areas.

4. Please provide details of total Scope 3 emissions & its intensity, in the following format:

Parameter

Unit FY 2022-23 FY 2021-22

Total Scope 3 emissions

Metric tones of CO2 0 0

(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available)

equivalent

Total Scope 3 emissions per rupee of turnover

0 0

Total Scope 3 emission intensity (optional) – the relevant metric may be selected by the entity

0 0

Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name of the external agency: No

5. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.

None of the Company's facilities exist is eco-sensitive and bio-diversity protected areas.

6. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format:

Sr. No Initiative undertaken

Details of the initiative (Web-link, if any, may be provided along-with summary) Outcome of the initiative

1 Shifting to low-sulphur fuels

Replaced furnace oil with low-sulphur heavy stock (LSHS) and light diesel oil (LDO) as sources of fuel 23% reduction in GHG emissions at the process level

2 Renewable energy

Installed solar panels at three key facilities with further expansion plans. Reduce reliance on electricity based on fossil fuels.

3 Recycling and reusing treated water

Recycling and reuse of effluents treated water in galvanizing plants Reduction of freshwater consumption
4 Re-use of process waste Re-use of process waste as inputs back in production. Reduce the waste sent to the landfalls

5 Conservation & reuse of waste heat

Heat recovery system to conserve significant quantities of waste heat generated from heating furnaces of Rolling mills. Reduction of coal consumption at the processes level

6 Reduction of ETP sludge

Reduction of ETP sludge generation through sludge driers Reduce overall reduction of waste generated

7. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.

Yes, the Company business continuity and disaster management framework is designed to ensure the resilience of its operations. In the event of an emergency, the Onsite Emergency Preparedness and Response (OEPR) plan serves as a guide for all personnel. The company places the utmost priority on protecting the life, health, and safety of its personnel and thereafter focuses on minimizing property damage. The company's protocol requires systematic coordination of emergency control actions, such as evacuation and rehabilitation. The plan further lays out guidelines for restoring normalcy and providing timely updates to the concerned stakeholders. The department heads actively assess potential risks and work diligently to develop strategies to mitigate them. The management regularly reviews the strategies and protocols to align with industry best practices and evolving circumstances.

8. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard.

NA

9. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts.

Nil

PRINCIPLE 7 BUSINESSES, WHEN ENGAGING IN INFLUENCING PUBLIC AND REGULATORY POLICY, SHOULD DO SO IN A MANNER THAT IS RESPONSIBLE AND TRANSPARENT

Essential Indicators

1. a. Number of affiliations with trade and industry chambers/ associations.

Skipper has 10 affiliations with trade and industry chambers/ associations.

b. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member of/ affiliated to.

Sr. No Name of the trade and industry chambers/ associations

Reach of trade and industry chambers/ associations (State/National)
1. Bharat Chamber of Commerce National
2. Indian Chamber of Commerce National
3. Confederation of Indian Industry National
4. Indo American Chamber of Commerce National
5. Engineering Export Promotion Council of India National
6. Merchant Chamber of Commerce and Industry National
7. Federation of Indian Export Organizations National
8. Federation of Indian Chambers of Commerce and Industry National
9. Indian Electrical and Electronics Manufacturers Association National
10. Steel Re-Rolling Mills Association of India National

2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities.

There were no incidents of anti-competitive behaviour involving the company during the year.

Leadership Indicator

1. Details of public policy positions advocated by the entity.

Not Applicable

PRINCIPLE 8 BUSINESSES SHOULD PROMOTE INCLUSIVE GROWTH AND EQUITABLE DEVELOPMENT

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year.

Not Applicable

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format

The company does not have any such ongoing projects.

3. Describe the mechanisms to receive and redress grievances of the community.

The Company's CSR Committee and its senior officials actively seek feedback from the community through various channels, and consider their suggestions in decision-making processes. The company listens to their concerns and implement solutions collaboratively to minimize grievances. In the rare instances where community-level grievances persist, the Executive Leadership of the company engages directly with the community to resolve the issues on a priority basis, reflecting the strong commitment to the communities in which we operate.

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2022-23 FY 2021-22
Directly sourced from MSMEs/ small producers 6.37% 30% to 40%
Sourced directly from within the district and neighboring districts 0 0

Leadership Indicators

1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above):

NA

2. Provide the following information on CSR projects undertaken by your entity in designated inspirational districts as identified by government bodies:

The Company undertakes the CSR initiatives in the surrounding locations where it has its business presence. It has not undertaken any CSR projects in inspirational districts.

3. A) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized /vulnerable groups? B) From which marginalized /vulnerable groups do you procure? C) What percentage of total procurement (by value) does it constitute?

The Company places emphasis on promoting local procurement and collaborates with micro, small, and medium enterprises (MSMEs) across its three divisions. The company acknowledges the significance of supporting marginalized communities and proactively seeks to partner with them and support in their activities.

4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge

Not Applicable

5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved.

Not Applicable

6. Details of beneficiaries of CSR Projects:

Sr. No CSR Project

No. of persons Benefited from CSR Projects % of beneficiaries from vulnerable and marginalized groups

1 Integrated Village Development Program, Dumma, Deoghar

1,942 100% of the Project serve the beneficiaries who are from under privileged, marginalized,

2 Healthcare

10,425 vulnerable and backward community of the society
3 Protecting Environment Cannot be Ascertained

PRINCIPLE 9 BUSINESSES SHOULD ENGAGE WITH AND PROVIDE VALUE TO THEIR CONSUMERS IN A RESPONSIBLE MANNER

Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.

Skipper Limited has a well-established mechanism in place to receive and address consumer complaints and feedback. The company prioritizes providing high-quality products, timely delivery, and excellent service that meet the customer's needs and expectations. The customer complaints are registered, and corrective and preventive actions are taken promptly. The management team periodically reviews these actions to ensure that they are effective in addressing the root cause of the complaint and preventing it from happening again.

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about a) Environmental and social parameters relevant to the product b) Safe and responsible usage c) Recycling and/or safe disposal

Not Applicable

3. Number of consumer complaints in respect of the following:

There are no complaints against the company on data privacy, advertising cyber-security, delivery of essential services, restrictive or unfair trade practices during FY 2021-22 and FY 2022-23

4. Details of instances of product recalls on account of safety issues:

None

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy

Yes, the Company has an IT security policy

https://www.skipperlimited.com/Media/IT-SECURITY-POLICY-final-23jun23.pdf

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services.

The Company periodically reviews customer engagement processes and procedures to identify and address any concerns. The company has established mechanisms to take corrective actions wherever required and ensure compliance with regulatory requirements.

Leadership Indicators

1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).

The website contains all information on products and services of the entity which can be accessed at https://www.skipperlimited. com/

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/ or services.

NA

3. Mechanisms in place to inform consumers of any risk of disruption/ discontinuation of essential services.

NA

4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)

Yes, the Company adheres to all legal statutes with respect to product labeling and display of product information.

5. Provide the following information relating to data breaches: a. Number of instances of data breaches along-with impact: Nil

b. Percentage of data breaches involving personally identifiable information of customers- NA

For and on behalf of the Board of Directors

Sajan Kumar Bansal Devesh Bansal
Place: Kolkata Managing Director Director
Date: 15th May, 2023 (DIN: 00063555) (DIN: 00162513)

   

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