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Gontermann Peiper (India) Ltd.

BSE: 504701 Sector: Engineering
NSE: GONTERPEIP ISIN Code: INE530A01026
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OPEN 4.14
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VOLUME 6507
52-Week high 10.60
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Mkt Cap.(Rs cr) 8
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Gontermann Peiper (India) Ltd. (GONTERPEIP) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Forty Eighth Annual Report together with theAudited Financial Statements of your Company for the financial year ended March 312017.The summarized financial performance of your Company for the financial year ended March31 2017 is as follows:-

FINANCIAL RESULTS

(Rs in Lacs)

Particulars Year ended 31st March 2017 Year ended 31st March 2016
Total Revenue 6419.69 9240.77
Total Expenditure 10927.01 12887.02
Profit/(Loss) before Exceptional and Extraordinary Item & Tax (4507.32) (3646.26)
Add: Exceptional Items 15.47 11.12
Profit/(Loss) before Tax (4522.79) (3657.37)
Provision for Taxation
- Current Tax - -
- Deferred Tax (1385.29) (1126.45)
Net Profit/(Loss) after Taxation (3137.50) (2530.93)

During the year under review the total Income was Rs. 6419.69 Lacs as against Rs.9240.77 Lacs in the previous year representing decrease in total income. Net loss afterproviding for interest depreciation and tax increased to Rs. 3137.50 Lacs as against netloss of Rs. 2530.93 Lacs during the previous year.

OPERATIONAL HIGHLIGHTS

During the year under review your Company continued to face hurdles from all corners.The overall weak economic conditions rising cost of production liquidity crunchborrowing costs and other global factors posed hardships on the Company.

The Promoter have extended their financial and technical support from time to time. TheCompany has invested these funds towards improvement in infrastructure repayments ofdebts working Capital requirement and loss funding.

CAST ROLL DIVISION

Production during the year under review decreased to 4401 MT (Metric Ton) as against5309 MT during the year 2015-16. Cast Roll Sales decreased to 4391 MT as against 5481 MTduring the year 2015-16. Consequently the total revenue from the Cast Roll Divisiondecreased to Rs. 5363.63 Lacs as compared to Rs. 7093.40 Lacs in the previous year.

FORGE ROLL DIVISION

Production during the year under review decreased to 291 MT as against 873 MT duringthe previous year. Forge Roll sales decreased to 316 MT as against 897 MT in the previousyear 2015-16. Consequently the total revenue from the Forged roll division was Rs. 768.47Lacs compared to Rs. 2003.49 Lacs in the previous year which reflects a marginaldecrease. EXPORT

During the year under review the Company exported 854 MT of Cast Rolls as compared to1513 MT during the previous year and exported 31 MT of Forge Rolls as compared to 186during the previous year. Your Company is exploring new markets for Cast Rolls in TurkeyUAE Qatar Nigeria Iran Egypt Bangladesh Oman AHMSA (Mexico) while strengthening itspresence in the existing markets.

DIVIDEND

In view of losses incurred and requirement of capital considering the capitalintensive nature of the industry for working of the Company your Directors did notrecommend any dividend for the financial year 2016-17.

TRANSFER TO RESERVES

In view of the losses incurred by the Company during the financial year 2016-17 noamount has been proposed to be carried to the General Reserve.

SHARE CAPITAL

The Authorized Capital and Paid up Share Capital as on March 31 2017 was Rs. 3000.00Lacs and Rs. 2282.44 Lacs respectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report except as stated in thereport.

CHANGE IN NATURE OF BUSINESS IF ANY

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

EROSION OF NET WORTH

As reported earlier the accumulated losses of the Company as on March 31 2016 are inexcess of its entire net worth as on the same date as such the Company has become a SickIndustrial Company and the necessary reference to be made with the Board for Industrial& Financial Reconstruction (BIFR) in terms of the provisions of Section 15(1) of theSick Industrial Companies (Special Provisions) Act 1985 (SICA) for determination ofmeasures for its rehabilitation. In view of the complete erosion of the net worth of theCompany the Board of Director at their meeting dated November 112016 has decided torefer the Company to Board for Industrial and Financial Reconstruction (BIFR) in terms ofSection 15(1) of The Sick Industrial Companies (Special Provisions) Act 1985. Further theCompany on November 222016 submitted the application for reference to the Board of BIFRbut due to repealment of Sick Industrial Companies (Special Provisions) Act 1985 (SICA)with effect from 1st December 2016 the Company's application not get registered withBIFR Board.

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.

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 as well as the Shareholders (Both EquityShareholders and 6% Cumulative Optionally Convertible Redeemable Preference Shareholder attheir Court Convened Meeting held on March 28 2015) of the Company has approved theScheme of Amalgamation of Geetapuram Port Services Limited ("GPSL or the TransferorCompany No.1") and its wholly owned subsidiary North East Natural Resources PrivateLimited ("NENRPL or the Transferor Company No.2") with Gontermann-Peipers(India) Limited (GPIL or the Transferee Company No. 1").

Necessary approval for approving the said Scheme is pending before the Hon'ble HighCourts. The amalgamation if approved will be advantageous and beneficial to allstakeholders of your Company.

INTERNAL FINANCIAL CONTROL

The Internal Financial Control with reference to the Financial Statements areconsidered to be commensurate with the size scale and complexity of the operations of theCompany. All Operations are executed through Standard Operating Procedures (SOPs) in allfunctions activities for which key manuals have been put in place. The manuals areoperated and validated periodically. Approvals of all transactions is ensured through apre approved Delegation of Authority (DOA) Schedule which is in built into the SAP system.DOA is reviewed periodically by the management and compliance of DOA is regularly checkedand monitored by the Auditors. The Company's Books of Accounts are maintained in SAP andtransactions are executed through SAP (ERP) setup to ensure correctness/effectiveness ofall transactions integrity and reliability of reporting.

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 SOCIAL RESPONSIBILITY (CSR)

As per section 135 (1) of the Companies Act 2013 every Company having a net worth ofRupees five hundred crores or more or turnover of Rupees one thousand crores or more ornet profit of Rupees five crores or more during any financial year is required toconstitute a Corporate Social Responsibility Committee of the Board consisting of three ormore Directors out of which at least one Director shall be Independent Director.

Your Company is suffering losses since FY 2011-12 and doesn't fulfill any of thecriteria's as specified under section 135 (1) of the Companies Act 2013 thereforeCorporate Social Responsibility Committee of the Board is not required and as a resultCompany has not constituted a Corporate Social Responsibility Committee. Your Company hastried to meet its social obligations wherever possible with its limited resources.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the future operations of theCompany during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment(s)

During the year under review Mr. Aurindam Dey was appointed as an Chief ExecutiveOfficer (CEO) and Key Managerial Personnel ('KMP') of the Company with effect from August11 2016 and Mr. Prithwi Manas Mitra was appointed as Chief Financial Officer (CFO) andKey Managerial Personnel ('KMP') of the Company with effect from September 12016.

Mr. Dwijen Lahiri Whole Time Director Mr. Prithwi Manas Mitra Chief FinancialOfficer and Mr. Alok Kumar Samant Company Secretary of the Company are the Key ManagerialPersonnel's of your Company in accordance with the provisions of Section 2(51) and Section203 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015.

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.

Resignation(s)

During the year under review Mr. Anil Sureka Non-Executive Director has resigned fromthe position of Non-Executive Director with effect from August 11 2016. Mr. Sandip GuptaCFO and Key Managerial Personnel(KMP) of the Company has been relieved from the positionof CFO and KMP due to reaching the age of Superannuation with effect from August 29 2016.Further Mr. Aurindam Dey CEO and KMP of the Company has resigned from the position of CEOand KMP with effect from November 112016.

The Board of Directors placed on record their appreciation for their valuablecontribution during their association with the Company.

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 Ms. ShristiMittal (DIN:02451240) Non-Executive Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. Your Board of Directors recommends her re-appointment. The details of there-appointment are set out in the notice convening the 48th Annual General Meeting of yourCompany.

BOARD EVALUATION

During the year under review in terms of requirement of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the formal annualevaluation was carried out for the Board's own performance its committees &individual directors. The Evaluation process focused on various aspects of the functioningof the Board and Committees such as composition of the Board and Committees experienceand competencies performance of specific duties and obligations governance issues etc.The manner in which evaluation was carried out is stated in the Corporate GovernanceReport which is annexed and forms a part of this report.

The Board approved the evaluation made by Nomination and Remuneration Committee of theBoard of Directors.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Companies Act 2013 and Regulation 25 of SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 a separate meeting of theIndependent Directors was held on Thursday March 30 2017. In the said meeting theDirectors have reviewed the performance of Board and its Committees Chairman of theBoard Non-Executive Directors and further assessed the quality quantity and thetimeliness 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 SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015.The Board considered the independence of each of theIndependence Directors in terms of above provisions and is of the view that they fulfillthe criteria of independence.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company is required to conduct the Familiarisation Programme for IndependentDirectors (IDs) in terms of Regulation 25(7) of the SEBI (Listing Obligations anddisclosure Requirements) Regulation 2015 to familiarize the Independent Directors aboutthe Company and their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and other relatedmatters. During the year under review the Company continuously through its Board Meetingand/or Committee meeting(s) aggregating in twelve in number facilitated Directors tofamiliarize about the Company performance and in turn helped them in their activeparticipation in managing the affairs of the Company. The details of such FamiliarizationProgramme for Directors are available on the Company'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 March 31 2017the applicable accounting standards have been followed and there are no material departurefor the same;

(ii) they have 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 at the end of the financial year 2016-17 andof the loss of the Company for the year ended on that date;

(iii) they have 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 the Company and for preventing and detecting fraud and otherirregularities;

(iv) they have prepared the annual accounts for the financial year ended March 31 2017on a going concern basis;

(v) they have laid down internal financial controls to be followed by the 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 to your Company and that such systems were adequate and operatingeffectively.

EXTRACT OF THE ANNUAL RETURN

An Extract of Annual Return as on the financial year ended March 312017 in Form No.MGT-9 as required Under Section 92(3) of the Companies Act 2013 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is set out as Annexure -1 to thisReport and forms part of this Annual Report.

REMUNERATION POLICY

The Company has in place a Nomination and Remuneration policy duly adopted and approvedby the Board. The Nomination and Remuneration Policy of the Company includes the terms andconditions for appointment and payment of remuneration to the Directors and Key ManagerialPersonnel (KMP) and other senior management personnel including criteria for determiningqualifications positive attributes independence of a director as per Schedule IV of theCompanies Act 2013. The said policy has been made available on the website of the Company"www.gontermann-peipers.com".The same is attached as Annexure - II and formsintegral part of 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. They have audited the Financial Statements of the Company for the Financial Yearunder review.

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

1. Long outstanding (i) capital advances (Note No. 12) of Rs. 925.25 Lacs (includingamount represented as trade receivable) and (ii) advances to suppliers (Note No. 16) ofRs. 454.55 Lacs (including Rs. 288.61 Lacs recoverable from related party) in respect ofwhich no confirmation acknowledgement schedule of delivery agreements etc. areavailable and in the absence of initiation of concrete steps for recovery/ settlementnon-availability of legal tenable rights and doubt about their ability to pay besidesother factors equivalent provision for advances doubtful for recovery is necessaryconsidering the magnitude of above factors coupled with considerable delay by theseparties non-creation of such provision is contrary to the requirements of AccountingStandard-4 "Contingencies and Events occurring after the Balance Sheet date".Consequently the Loss for the year would be impacted by Rs. 1379.80 Lacs.

2. The company has recognized Net deferred tax asset (DTA) of Rs.5332.49 Lacs(including Rs.1385.29 Lacs for the year) up to March 312017 on account of unabsorbeddepreciation carried forward business losses and disallowances under Income tax laws(Refer Note No. 11 and 51) based on the future profitability projections made by themanagement. The company has history of continuous losses for last six years and in theabsence of virtual certainty supported by convincing evidence along with non-disclosure ofnature of evidences supporting its recognition that sufficient taxable income will beavailable against which such deferred tax assets can be realized in near future in ouropinion the recognition of deferred tax asset is in contravention to AccountingStandard-22 "Accounting for Taxes on Income" and impacted the Loss for the yearand financial position to that extent.

Had the impact of 'Basis of Qualified Opinion' Para 4 (a) and (b) above been consideredand not considering the impact of Para 6 though Emphasized by us

i) the Loss for the year would have been Rs. 5902.59 Lacs as against the reported Lossof Rs. 3137.50 Lacs and

ii) the balance in Reserves and Surplus would have been Rs. (11309.71 Lacs) as againstthe reported Reserves and Surplus of Rs. (4597.42 Lacs).

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

1. As regards long outstanding (i) Capital advances of Rs. 925.25 Lacs (includingamount represented as trade receivables) and (ii) advances to suppliers of Rs.454.55 Lacsthe management is confident that the same will be adjusted against supply of materials orrealisation of advances.

2. As regards Net Deferred Tax (NDTA) based on the future profitability projectionsmanagement is confident of achieving the profitability in the coming years and the Companyis virtually certain that there would be sufficient taxable income in the future againstwhich the Deferred Tax Asset can be accounted for.

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 2017- 2018. In termsof section 148 of Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 appropriate resolution seeking your ratification of the remuneration payable to M/s.Datta Chakraborty & Associates Cost Accountants is included in the Notice conveningthe 48th Annual 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 for the financial year 2016-17.The Reportof the Secretarial Audit is attached herewith as Annexure-lll to this report.

Below mentioned qualification is observed by the Secretarial Auditor in their report towhich the Board has shared the following explanation:

Qualifications:

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

1. the company has not complied with provisions of Section 197 read with Schedule V ofCompanies Act 2013 as salary has been paid to Whole-time Director of the Company withouttaking approval of Central Government as the Company has defaulted in payment of loans andinterest thereon;

2. the promoter contribution of Rs. 91.61 Lacs received against share application moneyin the Financial Year 2014-15 against which shares have not been allotted till date hasbeen shown under current liabilities.

Management Response:

1. NOC as required under the Act is awaiting from the lender for filing of applicationto Central Government. Upon receipt of the NOC from the lender Company would submit theapplication for waiver/approval to Central Government.

2. Global Steel Holding Limited (the Foreign Promoter/GSHL) vide their letter dated01st April 2015 has been directed the Company to hold the allotment of the shares andkeep the said amount in trust as a non-interest bearing till the formal approval of theBoard of GSHL. Further they have requested to refund the said amount and refund of same isunder process. For refund of same RBI approval is required and necessary application isunder process for filing with RBI for their approval to refund the said Rs. 91.40 Lacs toGHSL.

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 during the financial year 2016-17.

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 ami's length basis. During the year underreview the Company has not entered into any contracts/arrangements/transactions withrelated parties which could be considered as material in accordance with the provision ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

Your Board of Directors based on the recommendation of audit committee has approvedthe Policy on materiality of related party transactions and dealing with related partytransactions in accordance with the Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 and Companies Act 2013. Thesaid policy is also hosted in Company's Website www.gontermann-peipers.com .

Since all the related party transactions entered into by your Company were on Ordinarycourse of Business and were on arms length basis form AOC-2 is not applicable to ourCompany.

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 Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 the Company has a Risk Management Committee of the Boardwhich 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.

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 Regulation 22 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 in order toencourage Directors and Employees of your Company to escalate to the level of the AuditCommittee any issue of concerns impacting and compromising with the interest of yourCompany 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 .

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 or creates anintimidating offensive or hostile environment such that each employee can realize his /her maximum potential.

Your Company has put in place a 'Policy on Prevention of Sexual Harassment' as per TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Policy is meant to sensitize the employees about their fundamental right to have safeand healthy environment at workplace. As per the Policy any employee may report his / hercomplaint to the Internal Complaint Committee formed for this purpose. The Company affirmsthat during the year under review adequate access was provided to any complainant whowished to register a complaint under the Policy.

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

POLICY FOR PRESERVATION OF DOCUMENTS

Your Company has put in place a policy on preservation of documents and achieving ofthe documents and policy to determine material of events pursuant to requirement ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. The said Policy is hosted on the Company's website:www.gontermann-peipers.com .

PARTICULARS OF EMPLOYEES AND OTHER RELATED INFORMATIONS

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.

CORPORATE GOVERNANCE

Your Company is committed to maintain and adhere highest standards of CorporateGovernance requirements as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Corporate Governance Report along with theCertificate from Mr. Pankaj Kumar Modi Practicing Company Secretary of CorporateGovernance is attached with this report.

CEO/CFO Certification

Pursuant to the provisions of Regulation 34(3) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosures Requirements) Regulation 2015 pertaining toCorporate Governance Mr. Dwijen Lahiri Whole Time Director and Mr. Prithwi Manas MitraChief Financial Officer of the Company have certified inter-alia about review offinancial statements for the financial year ended 31st March 2017. The said Certificatehas been provided elsewhere in the Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review your Company has not transferred any sum to the InvestorEducation Protection Fund (IEPF) of the Central Government as there was no unclaimed orunpaid amount of dividend which was due and payable at the end of the financial year2016-17.

AWARDS AND RECOGNITION

Your Company had participated in Chapter Convention on Quality Concepts (CCQC - 2016)organized by Kolkata Chapter and had been recognized and awarded as "GoldCategory" (Kaizen).

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulatedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 being presented in a separate section forming a part ofthis 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

Sd/- S6I-
Prof. Manoj Kumar Mitra Dwijen Lahiri
Director Whole Time Director
DIN-00050929 DIN-07165572
Place: Kolkata
Date: May 25 2017