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Gontermann Peiper (India) Ltd.

BSE: 504701 Sector: Engineering
NSE: GONTERPEIP ISIN Code: INE530A01026
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OPEN 9.00
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VOLUME 903688
52-Week high 10.00
52-Week low 5.87
P/E
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Gontermann Peiper (India) Ltd. (GONTERPEIP) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Forty Sixth Annual Report of yourCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2015.The summarized Audited Financial Results for the financial year ended 31stMarch 2015 are as under.

FINANCIAL RESULTS (Rs in Lacs)
Particulars Year ended 31st March 2015 Year ended 31st March 2014
Sales/Income from Operations 17015.95 17071.26
Less: Excise Duty 1253.94 1525.09
Revenue from Operation 15762.01 15546.17
Other Income 440.19 239.96
Total Income 16202.20 15786.13
Total Expenditure 19373.16 17290.97
Profit/(Loss) before Exceptional and Extraordinary Item & Tax (3170.96) (1504.84)
Add: Exceptional Items 3.88 16.21
Profit/(Loss) before Tax (3174.84) (1521.05)
Provision for Taxation
- Current Tax - -
- Deferred Tax (1059.28) 17.33
Net Profit/(Loss) after Taxation (2115.56) (1538.38)

During the year under review the total Income was Rs.16202.20 Lacs as againstRs.15786.13 Lacs in the previous year representing increase in total income. Net lossafter providing for interest depreciation and tax increased to Rs.2115.56 Lacs asagainst net loss of Rs. 1538.38 Lacs during the previous year.

DIVIDEND

In view of the losses during the financial year 2014-15 your Directors do notrecommend any dividend for the financial year 2014-15.

TRANSFER TO RESERVES

The Company is not statutorily required to transfer any amount to the General Reserveas no Dividend has been recommended for the financial year 2014-15.

SHARE CAPITAL

The Paid up Share Capital as on 31st March 2015 was Rs. 2282.44 Lacs. During the yearunder review your company has allotted 8320000 shares to promoter and promoters groupon preferential basis at Rs. 14.75 each including premium of Rs. 4.75 on 29th May 2014 interms of CDR Scheme.

SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ASSOCIATE COMPANY

The Company does not have any Subsidiary Company/Joint Venture Company/AssociateCompany in terms of provisions 134(3) of the Companies Act 2013 read with Rule 8(5)(iv)of Companies (Accounts) Rules 2014 and hence no disclosure is required.

PUBLIC DEPOSIT

During the year your Company has not accepted/ received any deposit pursuant tosection 73 of Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014.

COMPANY’S PERFORMANCE

CAST ROLL DIVISION

Production during the year under review decreased to 8573 MT (Metric Ton) as against9824 MT during the year 2013-14. Cast Roll Sales decreased to 8396 MT as against 10030 MTduring the year 2013-14.Consequently the total revenue from the Cast Roll Divisiondecreased to Rs. 10695.91 Lacs as compared to Rs.13156.87 Lacs in the previous year.

FORGE ROLL DIVISION

Production during the year under review increased to 955 MT as against 855 MT duringthe previous year. Forge Roll sales increased to 936 MT as against 850 MT in the year2013-14.Consequently the total revenue from the Forged roll division was Rs. 1822.86 Lacscompared to Rs.1785.03 Lacs in the previous year which reflects a marginal increase .

EXPORT

During the year under review the Company exported 3120 MT of Cast Rolls as compared to2279 MT during the previous year. Your Company is exploring new markets for Cast Rolls inTurkey UAE Qatar Nigeria Iran Egypt Bangladesh Oman AHMSA (Mexico) whilestrengthening its presence in the existing markets.

CORPORATE DEBT RESTRUCTURING

Your Company continues to be under CDR Scheme as reported in the previous year and ismaking repayments as laid down in the terms and conditions of the Scheme.

SCHEME OF AMALGAMATION

As reported last year your Directors have approved the Scheme of Amalgamation of theCompany with Geetapuram Port Services Limited ("GPSL or the Transferor CompanyNo.1") and its wholly owned subsidiary North East Natural Resources Private Limited("NENRPL or the Transferor Company No.2").

Pursuant to Clause 24(f) of Listing Agreement BSE Limited and The Calcutta StockExchange Limited has given their consent vide their Observation letter dated 2nd December2014 and 3rd December 2014 respectively.

Pursuant to an Order of the Hon’ble High Court of Judicature at Calcutta themeetings of the Equity Shareholders and 6% Cumulative Optionally Convertible RedeemablePreference Shareholder of the Company were held on Saturday the 28th day of March 2015for the purpose of seeking approval of the Shareholders of the Company for the said Schemeof Amalgamation. Thereafter the Scheme of Amalgamation was approved by requisitemajority.

Further the Company has filed the confirmation Petition before the Hon’ble Highof Judicature at Calcutta and the same is pending for approval at present. Theamalgamation if approved will be advantageous and beneficial to all stakeholders of yourCompany.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Pursuant to the provisions of Section 149 of Companies Act 2013 which came with effectfrom 1st April 2014 Mr. Mahesh Trivedi Prof. Manoj Kumar Mitra Dr. Shekhar Chaudhuriand Prof. Binay Bhushan Chakrabarti were appointed as Non-Executive Director (Independent)at the 45th Annual General Meeting of the Company held on 10th September 2015.The termsand conditions of appointment of Independent Directors are as per Schedule IV of theCompanies Act 2013.They have submitted a declaration that each of them meets the criteriaof Independence as provided in Section 149(6) of the Companies Act 2013.

During the year under review Mr.Vinod Kothari and Prof. Binay Bhushan ChakrabartiNon-Executive Independent Directors resigned from the office of Director with effect from21st April 2014 and 7th November 2014 respectively. The Board of Directors placed onrecord their appreciation of the valuable contribution during their association with theCompany.

During the year under review Dr. Buddhadeb Duari was appointed as an AdditionalDirector (Independent) of the company on 31st March 2015 and holds office upto the dateof ensuing Annual General Meeting of the Company. The Company has received Notice alongwith the requisite deposit under section 160 of the Companies Act 2013 proposing thecandidature of Dr. Buddhadeb Duari as an Non-Executive (Independent) Director of theCompany. Your director recommend the appointment of Dr.Buddhadeb Duari as Non-Executive(Independent) Director of the Company.The details of the appointment are set out in thenotice convening the forty- sixth Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

Your Directors at their meeting held on 29th May 2014 noted and ratified theappointment of Mr. Susanta Ghosh Managing Director & CEO Mr. Sandip Gupta ChiefFinancial Officer and Ms. Shabnum Zaman Company Secretary of the Company as the KeyManagerial Personnel of your Company pursuant to the provisions of Section 2(51) andSection 203 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

During the year under review Ms. Shabnum Zaman resigned from the office of CompanySecretary and Key Managerial Personnel of the Company with effect from the closing hoursof 8th December 2014.The Board of Directors placed on record their appreciation for theServices rendered by her.

Further during the said year your Directors at their meeting held on 12th February2015 has appointed Mr. Alok Kumar Samant as Company Secretary and Key ManagerialPersonnel of the Company with immediate effect.

The details of remuneration paid to the Key Managerial Personnel appointed by yourCompany in accordance with the provision of Section 203 of Companies Act 2013 are set outin this Report.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act 2013 and rulesmade thereunder and in terms of the Article of Association of the Company Mr. Anil Sureka(DIN: 00058228) Non-Executive Director of the Company shall retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment asNon-Executive Director of your Company. Your Board of Directors has recommended hisre-appointment. The details of the re-appointment are set out in the notice convening the46th Annual General Meeting of your Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Revised Clause 49 of theListing Agreement the Board has carried out an annual performance evaluation of its ownperformance and that of its Committees and individual Directors. A structuredquestionnaire was prepared after taking into consideration of inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

To determine the criteria of evaluation of the performance of the Independent Directorsas required under the Revised Clause 49 of the Listing Agreement the Nomination andRemuneration Committee at its meeting established the criteria based on which the Boardwill evaluate the performance of the Directors.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on the parameters such as level ofengagement and contribution independence of judgement. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors.

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

MEETING OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of the Company are setout in the Corporate Governance Report which forms part of this report. The interveninggap between the meetings was within the period prescribed by the Companies Act 2013 andthe Listing Agreement.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Companies Act 2013 and Listing Agreement a separatemeeting of the Independent Directors was held on Tuesday the 31st day of March 2015. Inthe said meeting the Directors have reviewed the performance of Board and its CommitteesChairman of the Board Non-Executive Directors and further assessed the quality quantityand the timeliness of flow of information between the management and Board of the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors that theymeet the Criteria of Independence as laid down under the Companies Act 2013 read withSchedule IV and Rules made thereunder as well as Revised Clause 49 of Listing Agreement.The Board considered the independence of each of the Independence Directors in terms ofabove provisions and is of the view that they fulfill the criteria of independence.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company is required to conduct the Familiarisation Programme for IndependentDirectors (IDs) in terms of Clause 49(II)(B)(7) of the Listing Agreement to familiarizethem about the Company and their roles rights responsibilities in the Company nature ofthe industry in which Company operates business model of the Company and other relatedmatters. The details of such Familiarization Programme for Directors are available on theCompany’s website (URL:www.gontermann-peipers.com/investorsrelations/Directors/familiarization programme of Independent Directors).

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (1)(c) of the Companies Act 2013 your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year 31st March 2015the applicable accounting standards and Schedule III to the Companies Act 2013 have beenfollowed and there are no material departure from the same;

(ii) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are responsible and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2015 and of the loss of yourCompany for the year ended on that date ;

(iii) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;

(iv) they have prepared the annual accounts for the year ended 31st March 2015 on agoing Concern basis;

(v) they have laid down internal financial controls to be followed by your company andthat such internal financial control are adequate and operating effectively;

(vi) they have devised proper system to ensure compliance with the provisions of allapplicable laws and that the systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

An Extract of Annual Return as on the financial year ended 31st March 2015 in Form No.MGT-9 as required Under Section 92 of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 is set out as Annexure – I to thisReport.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with rulesmade thereunder and Revised Clause 49 of the Listing Agreement the Board of Directorshave on the recommendation of Nomination and Remuneration Committee formulated thepolicies for Nomination and Remuneration of Directors Key Managerial Personnel(‘KMP’) and Senior Managerial Personnel (‘SMP’) of your Company. Thesame is annexed as Annexure- II to this Report.

STATUTORY AUDITORS

M/s. V. Malik & Associates Chartered Accountants having Registration No. 000155Nissued by The Institute of Chartered Accountants of India the Statutory Auditors of theCompany hold office till the conclusion of the forty-eighth Annual General Meeting of theCompany. The Board in terms of Section 139 of the Companies Act 2013 on therecommendation of Audit Committee has recommended for the ratification by the Membersthe appointment of M/s. V. Malik & Associates Chartered Accountants StatutoryAuditors from the conclusion of the ensuing Annual General Meeting till the conclusion offorty-seventh Annual General Meeting of the Company.

Comments /Qualification of the Auditors in their report and the notes forming part ofthe Accounts are self-explanatory:-

I. Capital Advances (Note No.12) includes long outstanding advances to the tune of Rs.1166.82 Lacs (including amount represented as trade receivables) and advances to suppliers(Note No. 16 – Other Loans & Advances) including long outstanding advances to thetune of Rs 630.75 Lacs in respect of which no Confirmation/ Acknowledgement/ Schedule ofdelivery was available the consequential revenue impact if any is not ascertainable.Accordingly provision for advances doubtful for recovery/ adjustment is necessary andnon-creation of such provision is contrary to the requirement of Accounting Standard-4"Contingencies and Events occurring after the Balance Sheet date".

II. The Company has recognized Net Deferred Tax Asset (DTA) of Rs 2820.74 Lacs(including Rs 1059.28 Lacs for the period) up to 31st March 2015 on account of unabsorbeddepreciation carried forward business losses and disallowances under Income Tax Laws(Refer No. 11 and 45 of Independent Auditors Report) based on the future profitabilityprojections made by the management .The Company has history of recent losses and in theabsence of virtual certainty supported by convincing evidence to the fact that sufficienttaxable income will be available against which such deferred tax assets can be realizedand also non-disclosure of its nature in our opinion the recognition of deferred taxasset is in contravention of Accounting Standard-22"Accounting for Taxes onIncome". Had the impact of item stated above been considered the loss for the yearwould have been Rs 4620.66 Lacs (after adjusting deferred tax assets of Rs 1445.82 Lacsrecognized upto 31st March 2014) as against the reported loss of Rs 2115.56 Lacs andbalance in Reserve and Surplus would have been Rs (1522.44) Lacs as against the reportedReserve and Surplus of Rs 1298.30 Lacs.

Further the management representation to the above qualifications/comments are asfollows :

I. As regards advances to the tune of Rs 1166.82 Lacs and advances to Suppliersincludes Rs 630.75 Lacs the management is assuring that the same will be adjusted againstprocurement of raw material or realization of advances.

II. As regards Net Deferred Tax Asset (DTA) based on future profitabilityprojections management is assuring of achieving the profitability in the forthcomingyears and the Company is virtually certain that there would be sufficient taxable incomein the future against which the Deferred Tax Asset can be accounted for or realised.

COST AUDITORS

Your Board on the recommendation of the Audit Committee has approved the appointmentof M/s. Datta Chakraborty & Associates having firm registration No. 000300 issued byThe Institute of Cost & Works Accountants of India Cost Accountants for audit ofcost records maintained by the Company for the financial year ended 2015- 2016.In terms ofsection 148 of Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 appropriate resolution seeking your ratification of the remuneration M/s. DattaChakraborty & Associates Cost Accountants is included in the Notice convening 46thAnnual General Meeting of the Company.

SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. MKB & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as Annexure-III to this Report.

The following qualification was observed by the Secretarial Auditor in their report towhich the Board has shared the following explanation .

Qualification:

Prof. Binay Bhushan Chakrabarti an Independent Director resigned from the office ofdirector from the closing hours of 7th November 2014 which was subsequently filled upbelatedly by the Board of Directors of the Company by appointing Dr. Buddhadeb Duari as anIndependent Director with effect from 31st March 2015.

Management Response:

After resignation of Prof. Binay Bhushan Chakrabarti as Independent DirectorManagement has taken great effort for getting a suitable Candidate in his place.Subsequently Dr. Buddhadeb Duari was appointed as Non Executive Independent Director bythe Board during the financial year 2014-15.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

There was no such loan given investment made guarantee given or security provided bythe Company to any entity pursuant to the provisions of section 186 of the Companies Act2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on arm’s length basis. During the yearunder review the Company has not entered into any contracts/arrangements/transactionswith related parties which could be considered as material in accordance with theprovision of the Listing Agreement.

Your Board of Directors based on the recommendation of audit committee has approvedthe Policy on materiality of related arty transactions and dealing with related partytransactions in accordance with the clause 49 of Listing Agreement and Companies Act2013. The said policy is hosted in Company’s Website: www.gontermann-peipers.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO.

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 is annexed herewith as Annexure-IV to thisReport.

RISK MANAGEMENT

The Company has in place robust risk management framework which identifies andevaluates business risk and opportunities. Pursuant to the provisions of the CompaniesAct 2013 and Clause 49 of Listing Agreement the Company has a Risk Management Committeeof the Board which looks after the identification of risks and their mitigation plans.

During the year under review the Board and Management teams are embracing the conceptof Enterprise Risk Management (ERM). ERM is used as a strategy decision making tool torefine management strategies and risk controls. Thereafter the management evaluated therisk on priorities basis and their mitigation plan were formulated and implemented onregular basis. The evaluated risk along with their mitigation plan and theirimplementation are presented before the Board on time to time basis.

COMPOSITION OF AUDIT COMMITTEE AND OTHER COMMITTEE

The Composition of Audit Committee and other Committees is provided in the CorporateGovernance Report forming part of this Report.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has formulated a codified Whistle Blower Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013read with Companies (Meeting of Board and its Powers) Rules 2014 and Revised Clause 49 ofthe Listing Agreement in order to encourage Directors and Employees of your Company toescalate to the level of the Audit Committee any issue of concerns impacting andcompromising with the interest of your Company and its stakeholders in any way.

Your Company is committed to adhere to highest possible standards of ethical moral andlegal business conduct and to open communication and to provide necessary safeguards forprotection of employees from reprisals or victimisation for whistle blowing in goodfaith. The said Policy is hosted on the Company’s website:www.gontermann-peipers.com.

REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES.

The information required to be disclosed in the Director’s Report pursuant to theprovisions of Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are set out in as anAnnexure-V to this Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. TheCompany in its endeavour to provide a safe and healthy work environment for all itsemployees has developed a policy to ensure zero tolerance towards verbal physicalpsychological conduct of a sexual nature by any employee or stakeholder that directly orindirectly harasses disrupts or interferes with another’s work performance orcreates an intimidating offensive or hostile environment such that each employee canrealize his / her maximum potential.

Your Company has put in place a ‘Policy on Prevention of Sexual Harassment’as per The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Policy is meant to sensitize the employees about their fundamental right tohave safe and healthy environment at workplace. As per the Policy any employee may reporthis / her complaint to the Internal Complaint Committee formed for this purpose. TheCompany affirms that during the year under review adequate access was provided to anycomplainant who wished to register a complaint under the Policy.

During the year under review there was no such Complaints received by the InternalComplaint Committee.

INTERNAL CONTROL SYSTEM

Your Company has in place adequate Internal Controls System commensurate with thesize scale and complexity of its operations. To maintain its objectivity andindependence the internal audit report were presented before the Chairman of AuditCommittee of the Board.

The Internal Audit team monitors and evaluates efficacy and adequacy of internalcontrol system in the Company. Based on the report of internal auditors process ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board on quarterly basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain and adhere highest standards of CorporateGovernance requirements as stipulated in Listing Agreement. The Corporate GovernanceReport along with the Certificate from M/s. V. Malik & Associates CharteredAccountants confirming compliance with the conditions of Corporate Governance is attachedwith this report.

CEO/CFO Certification

Pursuant to the provisions of Listing Agreement pertaining to Corporate Governance Mr.Dwijen Lahiri Whole Time Director and Mr. Sandip Gupta Chief Financial Officer of theCompany have certified inter-alia about review of financial statements for the financialyear ended 31st March 2015.The said Certificate has been provided elsewhere in the AnnualReport.

CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT (RTA)

During the year under review your Directors at their meeting held on 12th February2015 has decided to change its existing Registrar & Share Transfer Agent M/s. MCALimited to M/s. MCS Share Transfer Agent Limited having its office at 12/1/5 ManoharpukurRoad Kolkata-700026.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review your Company has transferred a sum of Rs. 31368/-(Rupees thirty one thousand three hundred sixty eight Only) to the Investor EducationProtection Fund (IEPF) of the Central Government being the dividend amount pertaining tothe financial year ended 31st March 2007 which was due and payable and remained unclaimedand unpaid for period of seven (7) years as provided in Section 205A and 205C ofCompanies Act 1956 read with Investor Education and Protection Fund (Awareness andProtection of Investors) Rules 2001.

AWARDS AND RECOGNITION

Your Company has participated in National Convention of Quality Circle organized byPune Chapter and had been recognized in Category of Excellent and Par Excellent Category.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement being presented in a separate section forming apart of this Annual Report.

APPRECIATION

Your Directors would like to express their appreciation for the assistance andco-operation received from the Financial Institutions Banks Government AuthoritiesCustomers Vendors and Members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the services rendered by theofficers staff and workers of the Company at all levels and look forward to theircontinued co-operation.

For and on behalf of the Board
Place: Kolkata Prof. Manoj Kumar Mitra Dwijen Lahiri
Date: 13th November 2015 Director Whole Time Director

ANNEXURE-II

REMUNERATION POLICY FOR BOARD MEMBERS AND EXECUTIVE MANAGEMENT OF GONTERMANN-PEIPERS(INDIA) LIMITED

1. PREAMBLE

1.1 Sub-section (3) of Section 178 of the Companies Act 2013 states that theNomination and Remuneration Committee shall formulate the criteria for determiningqualifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration for the directors key managerial personneland other employees.

1.2 Section 178 of the Companies Act 2013 has been made effective from April 1 2014by the Central Government vide notification no. S.O. 902(E) issued on March 26 2014.Therefore this Remuneration Policy ("the Policy") is being framed and formulatedin adherence with the provisions of the Act and Rules made thereunder as amended fromtime to time.

1.3 The Policy provides a framework for remuneration to the members of the Board ofDirectors ("Board") Key Managerial Personnel ("KMP") and the SeniorManagement Personnel ("SMP") of the Company (collectively referred to as "Executives").

Key Managerial Personnel (KMP) means-

(i) Executive Chairman and / or Managing Director;

(ii) Whole-time Director;

(iii) Chief Financial Officer;

(iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions /regulations.

The expression ‘‘senior management’’ means personnel of the companywho are members of its core management team excluding Board of Directors comprising allmembers of management one level below the executive directors including the functionalheads.

The term `one level below the executive directors including functional heads’shall include:

1. Head of Operations not below the level of President (Operations)

2. Head of Marketing not below the level of General Manager (Marketing)

3. Head of Finance & Accounts not below the level of Chief Financial Officer

4. Head of Legal & Secretarial not below the level of Company Secretary

1.4 The existing Remuneration Committee of the Board of Directors is being re-named asNomination and Remuneration Committee ("the Committee") so as to adhere to withthe provisions of Section 178(1) of the Act. Members of the Committee shall be appointedby the Board and shall comprise of three or more non-executive directors out of which notless than one-half shall be independent directors.

1.5 The Policy will be reviewed every year by the Nomination and RemunerationCommittee.

2. AIMS & OBJECTIVES

2.1 The aims and objectives of the Policy may be summarized as follows:

2.1.1 The Policy shall set criteria for determining qualifications positiveattributes independence of a director and remuneration of the Executives.

2.1.2 The Policy aims to enable the company to attract retain and motivate highlyqualified members for the Board and other executive level to run the Company successfully.

2.1.3 The Policy seeks to enable the company to provide a well-balanced andperformance-related compensation package taking into account shareholder interestsindustry standards and relevant Indian Corporate Policies /Practices.

2.1.4 The Policy will ensure that the interests of Board members & seniorexecutives are aligned with the business strategy and risk tolerance objectives valuesand long-term interests of the company and will be consistent with the"pay-for-performance" principle.

2.1.5 The Policy will ensure that remuneration to directors key managerial personneland senior management personnel involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of thecompany and its goals.

3. PRINCIPLES OF REMUNERATION

3.1 Support for Strategic Objectives: Remuneration and reward frameworks anddecisions shall be developed in a manner that is consistent with supports and reinforcesthe achievement of the Company’s vision and strategy.

3.2 Transparency: The process of remuneration mechanism shall be transparentconducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the Executives in terms oftheir roles within the organisation.

Positions shall be formally evaluated to determine their relative weight in relation toother positions within the Company.

3.4 External equity: The Company strives to pay an equitable remunerationcapable of attracting and retaining high quality personnel. Therefore the Company willremain logically mindful of the ongoing need to attract and retain high quality peopleand the influence of external remuneration pressures. Reference to external market normswill be made using appropriate market sources including relevant and comparative surveydata as determined to have meaning to the Company's remuneration practices at that time.

3.5 Flexibility: Remuneration and reward offerings shall be sufficientlyflexible to meet both the needs of individuals and those of the Company whilst complyingwith relevant tax and other relevant laws.

3.6 Performance-Driven Remuneration: The Company shall entrench a culture ofperformance driven remuneration through the implementation of the Performance IncentiveSystem.

3.7 Affordability and Sustainability: The Company shall ensure that remunerationis affordable on a sustainable basis.

4. NOMINATION AND REMUNERATION COMMITTEE

4.1 The Committee shall be responsible for:

4.1.1 Formulating framework and/or policy for remuneration terms of employment and anychanges including service contracts remuneration policy for and scope of pensionarrangements etc for Executives and reviewing it on a periodic basis;

4.1.2 Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the Executives.

4.1.3 Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down in this Policyrecommend to the Board their appointment and removal and carry out evaluation of everydirector’s performance.

4.1.4 Formulating terms for cessation of employment and ensure that any payments madeare fair to the individual and the company that failure is not rewarded and that the dutyto mitigate loss is fully recognised;

4.2 The Committee shall:

4.2.1 review the ongoing appropriateness and relevance of the Policy;

4.2.2 ensure that all provisions regarding disclosure of remuneration includingpensions leave encashment gratuity etc. are fulfilled;

4.2.3 obtain reliable up-to-date information about remuneration in other companies;

4.2.4 ensure that no director or executive is involved in any decisions as to their ownremuneration.

4.3 Without prejudice to the generality of the terms of reference as set out above theCommittee shall:

4.3.1 operate the Company's share option schemes (if any) or other incentives schemes(if any) as they apply to. It shall recommend to the Board the total aggregate amount ofany grants to the Executives including individual limit and make amendments to the termsof such schemes as the case may be;

4.3.2 liaise with the trustee / custodian of any employee share scheme which is createdby the Company for the benefit of employees or Directors.

4.3.3 review the terms of Executives service contracts from time to time.

5 PROCEDURE FOR SELECTION AND APPOINTMENT OF THE BOARD MEMBERS

5.1 Board membership criteria:

5.1.1 The Committee along with the Board shall review on an annual basis appropriateskills characteristics and experience required of a Board Member KMP and SMP for thebetter management of the Company. The objective is to have a Board with diverse backgroundand experience in business government academics technology and in areas that arerelevant for the Company’s global operations.

5.1.2 In evaluating the suitability of individual Board members the Committee shalltake into account many factors including general understanding of the Company’sbusiness dynamics global business and social perspective educational and professionalbackground and personal achievements. Directors must possess experience at policy-makingand operational levels in large organizations with significant international activitiesthat will indicate their ability to make meaningful contributions to the Board’sdiscussion and decision-making in the array of complex issues facing the Company.

5.1.3 Director should possess the highest personal and professional ethics integrityand values. They should be able to balance the legitimate interest and concerns of all theCompany’s stakeholders in arriving at decisions and carrying out the affairs of thecompany in true fair & transparent manner rather than advancing the interests of aparticular constituency.

5.1.4 In addition Directors must be willing to devote sufficient time and energy incarrying out their duties and responsibilities effectively. They must have the aptitude tocritically evaluate management’s working as part of a team in an environment ofcollegiality and trust.

5.1.5 The Committee shall evaluate each individual with the objective of having a groupthat best enables the success of the Company’s business.

5.2 Selection of Board Members/ extending invitation to a potential director to jointhe Board:

5.2.1 One of the roles of the Committee is to periodically identify competency gaps inthe Board evaluate potential candidates as per the criteria laid above ascertain theiravailability and make suitable recommendations to the Board. The objective is to ensurethat the Company’s Board is appropriate at all points of time to be able to takedecisions commensurate with the size and scale of operations of the Company. The Committeealso identifies suitable candidates in the event of a vacancy being created on the Boardon account of retirement resignation or demise of an existing Board member. Based on therecommendations of the Committee the Board evaluates the candidate(s) and decides on theselection of the appropriate member.

5.2.2 The Board then shall make an invitation (verbal / written) to the new member tojoin the Board as a Director.

On acceptance of the same the new Director may be appointed by the Board.

6 PROCEDURE FOR SELECTION AND NOMINATION OF KMPS AND SMPS.

6.1 The Committee shall actively liaise with the Human Resource departments of theCompany to study the requirement for management personnel and produce a written documentthereon;

6.2 The Committee may conduct a wide-ranging search for candidates for the positions ofKMP and SMP within the Company within enterprises controlled by the Company or withinenterprises in which the Company holds equity and on the human resources market;

6.3 The professional academic qualifications professional titles detailed workexperience and all concurrently held positions of the initial candidates shall be compiledas a written document;

6.4 A meeting of the Committee shall be convened and the qualifications experienceskills and other capability of the initial candidates shall be examined on the basis ofthe recommendation for appointment of KMP and SMP shall be made to the Board of Directorsof the Company;

6.5 Before the selection of KMP or SMP the recommendations of the Committee togetherwith the relevant information about the appropriate candidate(s) shall be submitted to theBoard of Directors;

6.6 The Committee shall carry out other follow-up tasks based on the decisions of andfeedback from the Board of Directors.

7 COMPENSATION STRUCTURE

7.1 Remuneration to Non-Executive Directors:

The Non-Executive Directors of the company are paid remuneration by way of sitting feesonly for attending the meetings of the Board of Directors and its Committees. The sittingfees paid to the Non-Executive Directors for attending meetings of Board of Directors andAudit Committee of Board of Directors is Rs. 15000/- per meeting. However sitting feesfor attending other Committee meetings i.e. Nomination and Remuneration CommitteeStakeholders Relationship Committee Project Management Committee Risk ManagementCommittee and Allotment Committee is Rs. 5000/- per meeting and for Finance Committee isRs. 10000/- per meeting. The Non-executive Directors of the Company shall not be entitledto any other remuneration or commission.

The sitting fees of the Non-Executive Directors for attending meetings of Board ofDirectors and the Committees thereof may be increased from time to time only with theapproval of the Board and in compliance of the provisions of Companies Act 2013 asamended from time to time.

7.2 Remuneration to Executive Directors Key Managerial Personnel(s) (KMPs)& Senior Management Personnel (s) (SMPs):

The Company has a credible and transparent framework in determining and accounting forthe remuneration of the Managing Director / Whole Time Directors (MD/WTDs) Key ManagerialPersonnel(s) (KMPs) and Senior Management Personnel(s) (SMPs). Their remuneration shall begoverned by the external competitive environment track record potential individualperformance and performance of the company as well as industry standards.

The remuneration to the MD/WTDs shall be determined by the Committee as per theprovisions of the Companies Act 2013 and Schedule (V) and recommended to the Board forapproval. The remuneration shall be subject to the approval of members at the next generalmeeting of the Company and by the Central Government in case such appointment is atvariance to the conditions specified in Schedule V of the Companies Act 2013.

The remuneration to the Chief Financial Officer Company Secretary and SMP’s shallbe determined by the Committee as per the prevailing HR Policy of the Company andrecommended to the Board for approval.

Where any insurance is taken by the Company on behalf of its Managing DirectorWhole-time Director Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

As a policy the Executive Directors are not entitled to sitting fee nor anycommission.

8 ROLE OF INDEPENDENT DIRECTORS

8.1 The Committee shall in consultation with the Independent Directors of the Companyprepare and submit this Policy to the Board for its approval .

8.2 The Independent Directors shall have power and authority to determine appropriatelevels of remuneration of executive directors key managerial personnel and seniormanagement personnel and have a prime role in appointing and where necessary recommendremoval of executive directors key managerial personnel and senior management personnel.

8.3 The Independent Directors shall submit its recommendations/ proposals/ decisions tothe Committee which the Committee shall consult and place before to the Board ofDirectors.

9 APPROVAL AND PUBLICATION

9.1 This Policy as framed by the Committee shall be recommended to the Board ofDirectors for its approval.

9.2 The Policy shall form part of Director’s report to be issued by the Board ofDirectors in terms of Companies Act 2013

10 SUPPLEMENTARY PROVISIONS

10.1 This Policy shall formally be implemented from the date on which they are adoptedpursuant to a resolution of the Board of Directors.

10.2 Any matters not provided for in this Policy shall be handled in accordance withrelevant laws and regulations and the Company’s Articles of Association. If thisPolicy conflict with any laws or regulations subsequently promulgated by the State Unionor with the Company’s Articles of Association as amended pursuant to lawfulprocedure the relevant laws and regulations and the Company’s Articles ofAssociation shall prevail and this Policy shall be amended in a timely manner andsubmitted to the Board of Directors for their review and adoption.

10.3 The right to interpret this Policy vests in the Board of Directors of the Company.

10.4 The policy may be amended by the Committee as and when required subject to theapproval of the Board.

Sd/-
Place: Kolkata Susanta Ghosh
Date: 29.05.2014 Managing Director & CEO

ANNEXURE-III

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[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

GONTERMANN-PEIPERS (INDIA) LIMITED

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by GONTERMANN-PEIPERS (INDIA)LIMITED (hereinafter called "the Company"). Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

The Company’s Management is responsible for preparation and maintenance ofsecretarial and other records and for devising proper systems to ensure compliance withthe provisions of applicable laws and regulations.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance- mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015 to theextent 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 thereunderto the extent of Foreign Direct Investment Overseas Direct investment and ExternalCommercial Borrowings;

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

a) The Securities & Exchange Board of India (Substantial Acquisition of Shares andTakeover) Regulations 2011

b) The Securities & Exchange Board of India (Prohibition of Insider Trading)Regulations 1992

c) The Securities & Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009

d) The Securities & Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999

e) The Securities & Exchange Board of India (Issue and listing of Debt securities)Regulations 2008

f) The Securities & Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993

g) The Securities & Exchange Board of India (Delisting of Equity Shares)Regulations 2009

h) The Securities & Exchange Board of India (Buyback of Securities) Regulations1998

vi) As identified by the Management no laws/acts are specifically applicable to theCompany.

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Listing Agreements entered into by the Company with BSE Limited and The CalcuttaStock Exchange Limited.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above except thatduring the year under review Prof. Binay Bhushan Chakrabarti an Independent Directorresigned from the office of director from the closing hours of 7th November 2014 whichwas subsequently filled up belatedly by the Board of Directors of the Company byappointing Dr. Buddhadeb Duari as an Independent Director with effect from 31st March2015.

I further report that

a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

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

c) None of the directors in any meeting dissented on any resolution and hence there wasno instance of recording any dissenting member’s view in the minutes.

I further report that subject to our observation above there are adequate systems andprocesses in the Company commensurate with the size and operations of the Company tomonitor and ensure compliance with applicable laws rules regulations and guidelines.

I further report that during the audit period the Company has passed following specialresolutions which authorize the Board to exercise powers in relation thereto butpresently do not have any major bearing on the Company’s affairs:

(i) Increase in borrowing limits under section 180(1)(c) of the Companies Act 2013.

(ii) To create mortgage(s) and/or charge(s) on all or any of the moveable and/orimmoveable properties of the Company under section 180(1) (a) of the Companies Act 2013.

I further report that pursuant to provisions of Section 391/394 of the Companies Act1956 a scheme of amalgamation being Company Petition no. 317 of 2015 between GeetapuramPort Services Limited (‘the Transferor Company 1") and North East NaturalResources Private Limited (‘the Transferor Company 2") and Gontermann-Peipers(India) Limited (‘the Transferee Company") is pending adjudication before theHon’ble High Court at Calcutta. The Appointed Date for the aforesaid Scheme is 1stApril 2013.

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

For MKB & Associates
Company Secretaries
Manoj Kumar Banthia
Date: 13.11.2015 ACS no. 11470
Place: Kolkata COP no. 7596

Annexure – 1

To

The Members

GONTERMANN-PEIPERS (INDIA) LIMITED

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

1. It is management’s responsibility to identify the Laws Rules RegulationsGuidelines and Directions which are applicable to the Company depending upon the industryin which it operates and to comply and maintain those records with same in letter and inspirit. My responsibility is to express an opinion on those records based on our audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the process and practices I followed provide areasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required I have obtained the Management’s Representation about thecompliance of Laws Rules Regulations Guidelines and Directions and happening eventsetc.

5. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For MKB & Associates
Company Secretaries
Manoj Kumar Banthia
Date: 13.11.2015 ACS no. 11470
Place: Kolkata COP no. 7596

ANNEXURE-IV

INFORMATION PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READ WITH RULE 8OF COMPANIES (ACCOUNTS) RULES 2014 PERTAINING TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO FOR THE YEAR ENDED 31ST MARCH 2015.

A. CONSERVATION OF ENERGY

i) Energy Conservation Measures Taken:

The Company is continuously engaged in the process of energy conservation throughimproved operational and maintenance practices. Following measures have been taken by theCompany:

1. LPG based Heat Treatment Furnace with recuperator commissioned thus reducing fuelconsumption.

2. Fuel conversion work done on existing 30T Heat Treatment Furnace & 60T Dry Ovenfrom Oil to LPG fuel which are working satisfactorily.

3. HSD consumption for Ladle heating system has been reduced.

4. Electrical consumption reduced by installation of LED light fittings.

5. Variable machine drive consumption reduced by using AC & DC drives.

6. All reciprocating compressors changed to screw compressor thus reducing powerconsumption and cost.

7. LPG based Rapid Heating furnace commissioned thus reducing fuel consumption.

8. Crane with AC drive system introduced in machine shop reducing the powerconsumption.

9. Small transformer installed at one of the induction furnace for holding & liningpurpose which reduces power consumption.

10. Vertical CCM Digital DC Drive installed & commissioned thus reducing powerconsumption.

11. Arresting compressed air leakages thus reducing power consumption.

12. Improvement of Power Factor thus resulting in power saving.

13. Three numbers of Heat Treatment furnaces are gas fired resulting in overallreduction of energy consumption.

14. Energy Audit carried out periodically.

ii) Additional Investment and Proposals if any being implemented for reduction ofconsumption of energy:

1. Installation of new mould drying oven to improve fuel efficiency.

2. To change all tube lights and shed lighting to LED completely.

3. Installation of LPG fired recuperator fitted VFD operated Heat Treatment Furnaces.

4. To install an Energy Management System (EMS) with automatic recording of powerconsumption.

5. LT Energy & multifunctional meters to be installed to further improve powerfactor.

iii) Impact of Measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:

The above measures have resulted /will result in reduction in energy consumptionincrease in productivity and reduction in energy cost.

FORM ‘A’

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption
2014-2015 2013-2014
1. Electricity
a) Purchased
Unit (Kwh) 16122000 20644900
Total Amount (Rs.) 145509475 167566810
Rate/Unit (Rs.) 9.03 8.12
b) Own generation
i) Through diesel generator Unit (Kwh) 128850 83140
Units per ltr. of HSD/Furnace Oil 2.93 1.83
Cost/Unit (Rs.) 19.11 30.67
c) Diesel/Light Diesel Oil/Furnace Oil
Quantity (K.ltr) 351 595
Total Amount (Rs.) 21060623 29021575
Average Rate (Rs./K.ltr) 60002 48776
d) LPG Gas
Quantity (Kgs) 1106098 1260285
Total Amount (Rs.) 80861797 98674884
Rate/Unit (Rs.) 73 78
B. Consumption per M.T. of production
Electricity (Kwh/M.T) 1706 1941
Furnace Oil (Ltr/M.T) 37 56
Coal (Kgs) NIL NIL
LPG (Kgs/M.T) 116 118

(B) TECHNOLOGY ABSORPTION

DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION RESEARCH ANDDEVELOPMENT (R&D)

1. SPECIFIC AREAS OF R&D CARRIED OUT BY THE COMPANY.

• Development of value added High End EC-ICDP Rolls for CSP Mills for improvedperformance and Roll life.

• Development of SS-ICDP Rolls for finishing stands of Stainless Steel Tandem HotStrip Mills.

• Development of Graphitic steel Rolls for improving fire crack resistance ofRolls of Finishing stands of Wire Rod Mills.

• Establishment of modified Heat Treatment Cycle through structure propertycorrelation for improved consistency of Performance of EC-ICDP Rolls.

• Establishment of improved hardening cycle of HiCr Steel Roughing Mill Rollsthrough microstructural characterization for enhanced performance.

• Development of modified Heat Treatment cycle for reduction in premature failureof static cast bigger diameter (>1000 mm diameter) Steel Rolls.

• Development of high hardness smaller diameter (<300 mm diameter) Forged WorkRolls through optimization of Induction Hardening parameters.

• Establishment of Modified Induction Hardening practice for enhancing wearresistance of 3 % Cr Forged Work Rolls.

• Development of modified Heat Treatment cycle for improved Journal strength ofForged Work Rolls.

2. MEANS & OBJECTIVES

a) The In-house R&D centre of the company is recognised by the Council ofScientific & Industrial Research Ministry of Science & Technology Government ofIndia. The R&D centre is equipped with the MAGMA simulation software for castingLEICA image analysis system Computerised INSTRON Universal testing machine ARL OpticalEmission spectrometer Programmable Laboratory Muffle furnace (1450 0C) KrautkramerUltrasonic tester and other very sophisticated state of the art equipments for testingand Research & Development.

b) The entire product range of GPI is covered under ISO 9001:2008 certification &subject to stringent quality assurance checks & Testing. The R&D Centre is engagedin New Product Development Process Improvement and continuously carries out tests toensure superior Quality Assurance levels of the products.

3. BENEFITS DERIVED AS A RESULT OF THE ABOVE R&D:

a) Development of New Products has resulted in improvement in the market share of thecompany.

b) The Cast and Forged Rolls manufactured by the company have been established in theInternational market. This has resulted in receiving of repetitive and more numbers ofexport orders both in cast and forged rolls.

c) The company has been able to consolidate its quality by way of consistency ofmicrostructure and mechanical properties for ICDP EC-ICDP HiCr Iron and High Cr SteelRolls through revisiting of SOPs and standardization of Heat Treatment cycles.

d) Improvement in quality has led to reduction in premature failures and improvement inPerformance of the Rolls at the Customers’ end.

4. FUTURE PLAN OF ACTION

New Product Development:

a) Development of special Grade of Hollow Calendar Rolls for Non Metallurgicalapplications.

b) Development of Enhanced HiCr Iron Rolls for Hot Strip Mills

c) Development of Forged Work Rolls for Hot Mill applications through modified volumehardening route.

Process Improvement:

a) Yield improvement of Static Cast Rolls through improved Methoding.

b) Optimization of machining time of Forged Rolls.

c) Introduction of No Bake Sand system for reducing sand fusion and machining time ofCast Rolls.

5. EXPENDITURE ON R & D
(Rs. in Lacs)
a) Capital: 0.00
b) Recurring: 63.47
c) Total: 63.47
d) Total R&D expenditure as a percentage of total turnover 0.40%
Technology absorption adaptation and innovation: None

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to export; initiatives taken to increase exports;development of new export markets for products and services; and export plans

The Company has continued to maintain focus and avail of export opportunities. TheCompany exported 1810 MT of Cast and Forge Rolls 179 MT valued at Rs 3020.61 Lacs duringthe financial year ended 31st March 2015.

The market expansion activities have met success in several advanced and developingmarkets like US Italy China Malaysia Libya Thailand Bulgaria Taiwan Indonesia etc.and the Company have been able to secure repeat orders from these territories.

Improved market penetration planned in South American Countries Canada RussiaUkraine Egypt Africa Ethiopia Iran Vietnam & other Latin American countries byappointing agents in different regions/areas.

2. Total foreign exchange used and earned

No. Particulars (Rs. In lacs)
1. Foreign Exchange Earnings 3020.60
2. Foreign Exchange Outgo :
CIF Value of Imports of raw materials 284.85
components & spare parts 4.58
Capital Goods NIL
Others

ANNEXURE-V

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 FOR THEFINANCIAL YEAR ENDED 31ST MARCH 2015

i. Ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2014-15:-

Sl.No. Name of Director Category Remuneration (Rs.) Ratio to Median Remuneration
1. Mr. Pramod Kumar Mittal Non –Executive Director 0 0
2. Ms. Shristi Mittal Non –Executive Director 30000 0.11
3. Mr. Mahesh Trivedi Non –Executive Director (Independent) 170000 0.64
4. Prof. Manoj Kumar Mitra Non –Executive Director (Independent) 205000 0.77
5. Dr. Shekhar Chaudhuri Non –Executive Director (Independent) 85000 0.32
6. Mr. Vinod Kothari Non –Executive Director (Independent) 0 0
7. Prof. Binay Bhushan Chakrabarti Non –Executive Director (Independent) 0 0
8. Dr. Buddhadeb Duari Non –Executive Director (Independent) 0 0
9. Mr. Anil Sureka Non –Executive Director 60000 0.23
10. Mr. Susanta Ghosh Executive Director 6046450 22.75

Notes:

1. Remuneration includes sitting fees paid to Non-Executive Directors.

2. Mr. Vinod Kothari and Prof.Binay Bhushan Chakrabarti ceased to be Directors of theCompany w.e.f 21st April 2014 & 7th November 2014 respectively. Dr. Buddhadeb Duariwas appointed as Director of the Company w.e.f 31st March 2015.

3. Median Remuneration for all its employees of the Company for the financial year2014-15 is Rs. 265794.

ii. Percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2014-15.

There has been no increase in the remuneration of Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager of the Company in the financial yearended 31st March 2015.

iii. Percentage increase in the median remuneration of employees in the financial year2014-15:

Median Remuneration of Previous years 2013-14. Median Remuneration of Current years 2014-15. % increase
(Rs.) (Rs.)
262999 265794 1.05

iv. Number of permanent employees on the rolls of Company as on 31st March 2015.

There were 601 employees on the rolls of the Company as on 31st March 2015.

v. The explanation on the relationship between average increase in remuneration andCompany performance.

During the year under review the Company’s performance was under pressure. TheCompany has recorded loss and its overall performance is not satisfactory. The increaseregistered during the year is mainly attributable to normal salary revisions as per theinternal norms of the Company and the increasing inflationary pressure.

vi. Variation in the market capitalization of the Company price earnings ratio as atthe closing data of the current financial year and previous financial year:

Sl.No. Particulars As at 31st March 2015 As at 31st March 2014 % Increase
1. Marketing Capitalization (Rs. in lacs) 15.14 10.41 4.73
2. Price Earnings Ratio (PE) : (Market Price/EPS) N.A. N.A. N.A.

Note:

1. Since the EPS for the financial years 31st March 2015 & 31st March 2014 arenegative PE has been shown as N.A.

2. Closing share price on the BSE Limited (BSE) has been used for the above tables.

vii. Percentage increase or decrease in market quotations of the shares of the Companyin comparison to the rate at which the Company came out with the last public offer:

Market Share Price as on 31st March 2015 Rs 6.81
Rate at which the Company came out with the initial public offer in 1994 Rs 10.00
% increase in market price of the shares over the price at the time of initial public offer --

Note: Closing share price on the BSE Limited (BSE) has been used for the above tables

vii. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

Sl.No. Particulars Average % increase
1. Increase in salary of Managerial Personnel Nil
2. Increase in salary of employees (other than Managerial Personnel) Nil

viii. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company.

In the event of being no profit there has been no increase in the remuneration of theKey Managerial Personnel’s (KMPs) and the remuneration of all KMPs is as per theresponsibility taken up by them and as per the remuneration policy of the Company.

ix. The key parameters for any variable component of remuneration availed by theDirectors.

No Variable Compensation is paid by the Company to its Directors.

x. The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year.

Not Applicable.

xi. Affirmation that the remuneration is as per the remuneration policy of the Company.

Yes it is affirmed that the remuneration is as per the remuneration policy of theCompany.

PARTICULARS OF EMPLOYEES

Pursuant to Section 197(12) of Companies Act 2013 read with Rule 5(2) & 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

i. The employees employed throughout the financial year and was in receipt ofremuneration for that year in aggregate Rs. 60 Lacs or more.

Sl.No. Name Designation Remuneration Received (Amount in Rs.) Nature of Employment Qualification & Experience in years Date of Commencement of employment Age in years Last employment held % of Equity shares held by the employee in the Company
1. Mr. Susanta Ghosh Managing Director & CEO 6046450 Contractual Bachelor of Engineering (Metallurgy) 25 years 12th November 2013 47 Balasore Alloys Limited 0.00

Notes:-

1. Remuneration received includes salary Allowances Taxable value of Perquisites andCompany’s Contribution to Provident fund etc.

2. The employee is not a relative of any Director of the Company.

ii. The employee if appointed for part of the financial year was in receipt ofremuneration for that year in aggregate Rs. 5 Lacs per month:- Not Applicable.

iii. The employee if employed throughout the financial year or part thereof was inreceipt of remuneration in that year in aggregate is in excess of that drawn by themanaging director or whole-time director or manager and holds by himself or along with hisspouse and dependent children not less than two per cent of the equity shares of theCompany:- Not Applicable.

Auditor’s Certificate regarding compliance of Conditions of Corporate Governance

To

The Members of

Gontermann-Peipers (India) Limited

We have examined the compliances of conditions of corporate governance byGontermann-Peipers (India) Limited for the period from 1st April 2014 to 31st March 2015as stipulated in revised clause 49 of the Listing Agreement of the said company with thestock exchanges.

The compliance of conditions of corporate governance is the responsibility of themanagement. Our examination was limited to the procedures and implementation thereofadopted by the company for ensuring the compliance of the conditions of the corporategovernance. It is neither an audit nor an expression of opinion on the financialstatements of the company.

In our opinion and best of our information and according to the explanations given tous;

We certify that the company has complied with the conditions of corporate governance asstipulated in the above mentioned Listing Agreement.

We state that no investor grievance is pending for a period exceeding one month againstthe company as certified by the share transfer agents of the Company based on therecords maintained by them.

We further state that such compliances are neither an assurance as to the futureviability of the company nor the efficiency or the effectiveness with which the managementhas conducted the affairs of the company.

VIPIN MALIK
PROPRIETOR
V. MALIK & ASSOCIATES
CHARTERED ACCOUNTANTS
Place: Kolkata / New Delhi MEMBERSHIP NO 80468
Date: 29th May 2015 FIRM REGISTRATION NO. 000155N