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Gontermann Peipers (India) Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 6.54 Cr. P/BV -0.04 Book Value (Rs.) -68.70
52 Week High/Low (Rs.) 8/2 FV/ML 10/1 P/E(X) 0.00
Bookclosure 25/09/2017 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2016-03 

Dear Members,

The Directors are pleased to present the Forty Seventh Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2016. The summarized financial performance of your Company for the financial year ended 31st March, 2016 is as follows:-

FINANCIAL RESULTS

(Rs in Lacs)

Particulars

Year ended 31st March, 2016

Year ended 31st March, 2015

Total Revenue

9,240.77

16,202.20

Total Expenditure

12,887.02

19,373.16

Profit/(Loss) before Exceptional and Extraordinary Item & Tax

(3,646.26)

(3,170.96)

Add: Exceptional Items

11.12

3.88

Profit/(Loss) before Tax

(3,657.37)

(3,174.84)

Provision for Taxation

- Current Tax

-

-

- Deferred Tax

(1,126.45)

(1,059.28)

Net Profit/(Loss) after Taxation

(2,530.93)

(2,115.56)

During the year under review, the total Income was Rs. 9,240.77 Lacs as against Rs. 16,202.20 Lacs in the previous year representing decrease in total income. Net loss after providing for interest, depreciation and tax increased to Rs. 2,530.93 Lacs as against net loss of Rs. 2,115.56 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 crunch, borrowing costs and other global factors posed hardships on the Company.

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

CAST ROLL DIVISION

Production during the year under review decreased to 5309 MT (Metric Ton) as against 8573 MT during the year 2014-15. Cast Roll Sales decreased to 5481 MT as against 8396 MT during the year 2014-15. Consequently, the total revenue from the Cast Roll Division decreased to Rs. 7,093.40 Lacs as compared to Rs. 11,613.50 Lacs in the previous year.

FORGE ROLL DIVISION

Production during the year under review decreased to 873 MT as against 955 MT during the previous year. Forge Roll sales decreased to 897 MT as against 936 MT in the previous year 2014-15. Consequently, the total revenue from the Forged roll division was Rs. 2,003.49 Lacs compared to Rs. 2,120.67 Lacs in the previous year which reflects a marginal decrease.

EXPORT

During the year under review, the Company exported 1513 MT of Cast Rolls as compared to 3120 MT during the previous year and exported 186 MT of Forge Rolls as compared to 179 MT during the previous year. Your Company is exploring new markets for Cast Rolls in Turkey, UAE, Qatar, Nigeria, Iran, Egypt, Bangladesh, Oman, AHMSA (Mexico) while strengthening its presence in the existing markets.

DIVIDEND

In view of losses incurred and requirement of capital, considering the capital intensive nature of the industry, for working of the Company, your Directors did not recommend any dividend for the financial year 2015-16.

TRANSFER TO RESERVES

In view of the losses incurred by the Company during the financial year 2015-16 , no amount has been proposed to be carried to the General Reserve.

SHARE CAPITAL

The Authorized Capital and Paid up Share Capital as on 31st March, 2016 was Rs. 3,000.00 Lacs and Rs. 2,282.44 Lacs respectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

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 in the financial year 2013-14, the accumulated losses resulted in erosion of over 50% of the peak net worth during the immediately preceding four financial years, your Company has become a 'Potentially Sick Industrial Company' in terms of the provisions of Section 23 of Sick Industrial Companies (Special Provisions) Act, 1985 and the Shareholders of your Company vide Post Ballot dated 8th November, 2014 had considered and approved that the Company is a Potentially Sick Industrial Company and subsequently the same was intimated to the Board for Industrial & Financial Reconstruction (BIFR).

Further, as per the Audited Financial Statements for the financial year 2015- 16, the accumulated losses of the Company as on 31st March, 2016 are in excess of its entire net worth as on the same date, as such the Company has become a Sick Industrial 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 the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), for determination of measures for its rehabilitation. The Company is in the process of making the necessary statutory compliances.

SUBSIDIARY COMPANY/JOINT VENTURE COMPANY/ASSOCIATE COMPANY

The Company does not have any Subsidiary Company/Joint Venture Company/Associate Company 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 to section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE DEBT RESTRUCTURING

Your Company continues to be under CDR Scheme as reported in the previous year and is making 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 Equity Shareholders and 6% Cumulative Optionally Convertible Redeemable Preference Shareholder at their Court Convened Meeting held on 28th March, 2015) of the Company has approved the Scheme of Amalgamation of Geetapuram Port Services Limited (“GPSL or the Transferor Company No.1”) and its wholly owned subsidiary North East Natural Resources Private Limited (“NENRPL or the Transferor Company No.2”) with Gontermann-Peipers (India) Limited (GPIL or the Transferee Company”).

Necessary approval for approving the said Scheme is pending before the Hon'ble High Courts. The amalgamation, if approved will be advantageous and beneficial to all stakeholders of the Company.

EXTENSION OF ANNUAL GENERAL MEETING

In accordance with the provisions of Section 96 read with Section 129 of the Companies Act, 2013, the Annual General Meeting of the Company for the financial year 2015-16 was due to be held on 30th September, 2016. Since the Company is in process of Amalgamation, the Board of Directors at their meeting held on 20th May, 2016 directed the Company to pray for extension of holding the Annual General Meeting for the financial year 2015-16 by three months i.e., up to 31st December, 2016 to the Registrar of Companies, West Bengal. Necessary approval was granted by the Registrar of Companies, West Bengal vide their letter dated 5th July, 2016.

INTERNAL FINANCIAL CONTROL

The Internal Financial Control with reference to the Financial Statements are considered to be commensurate with the size, scale and complexity of the operations of the Company. All Operations are executed through Standard Operating Procedures (SOPs) in all functions activities for which key manuals have been put in place. The manuals are operated and validated periodically. Approvals of all transactions is ensured through a pre 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 checked and monitored by the Auditors. The Company's Books of Accounts are maintained in SAP and transactions are executed through SAP (ERP) setup to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment(s)

During the year under review, Mr. Dwijen Lahiri was appointed as an Additional Director, Whole Time Director and Key Managerial Personnel ('KMP') of the company by the Board of Directors with effect from 1st April, 2015. Subsequently, the Shareholders of the Company at their Annual General Meeting held on 30th December, 2015 approved the appointment of Mr. Dwijen Lahiri as Director and Whole Time Director ('KMP') of the company. Further, Dr. Buddhadeb Duari, who was appointed as Additional Director and Non-Executive Director (Independent) of the company by the Board of Directors at their meeting held on 31st March, 2015 was also approved by the Shareholders of the Company at their Annual General Meeting held on 30th December, 2015 as Non-Executive Director (Independent) of the company for a tenure of five (5) years with effect from 31st March, 2015. The terms and conditions of appointment of Independent Director are as per Schedule IV of the Companies Act, 2013 and he has also submitted a declaration that he meets with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

Mr. Dwijen Lahiri, Whole Time Director, Mr. Sandip Gupta, Chief Financial Officer and Mr. Alok Kumar Samant, Company Secretary of the Company are the Key Managerial Personnel’s of your Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015.

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

Resignation(s)

During the year under review, Mr. Susanta Ghosh, Managing Director & CEO and Key Managerial Personnel of the Company has resigned from the position of Managing Director & CEO with effect from 29th May, 2015 and Mr. Mahesh Trivedi, Nonexecutive (Independent) Director has resigned from the position of Non-Executive (Independent) Director with effect from 11th February, 2016. Further, Mr. Anil Sureka, Non-Executive Director of the Company has resigned from the position of Nonexecutive Director with effect from 11th August, 2016.

The Board of Directors placed on record their appreciation for the valuable contribution during their long term association with the Company.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and rules made there under and in terms of the Article of Association of the Company, Mr. Pramod Kumar Mittal (DIN:00772690), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Board of Directors recommends his re-appointment. The details of the re-appointment are set out in the notice convening the 47th Annual General Meeting of your Company.

BOARD EVALUATION

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

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

MEETING OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of the Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed by the Companies Act, 2013 and the 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 Corporate Governance Report forming part of this Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a separate meeting of the Independent Directors was held on Tuesday, the 29th day of March, 2016. In the said meeting the Directors have reviewed the performance of Board and its Committees, Chairman of the Board, Nonexecutive Directors and further assessed the quality, quantity and 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 they meet the criteria of Independence as laid down under the Companies Act, 2013 read with Schedule IV and Rules made there under, as well as SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.The Board considered the independence of each of the Independence Directors in terms of above 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 Familiarization Programme for Independent Directors (IDs) in terms of Regulation 25 (7) of the SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015 to familiarize the Independent Directors about the Company and their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and other related matters. During the year under review, the Company continuously through its Board Meeting and/or Committee meeting(s) aggregating to thirteen in number facilitated Directors to familiarize about the Company performance and in turn helped them in their active participation in managing the affairs of the Company. The details of such Familiarization Programme 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 31st March, 2016, the applicable accounting standards have been followed and there are no material departure for the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the loss of the Company for the year ended on that date;

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

(iv) they have prepared the annual accounts for the financial year ended 31st March, 2016 on a going concern basis;

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

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

EXTRACT OF THE ANNUAL RETURN

An Extract of Annual Return as on the financial year ended 31st March, 2016 in Form No. MGT-9 as required under section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is set out as Annexure - I to this Report and forms part of this Annual Report.

REMUNERATION POLICY

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the Board. The Nomination and Remuneration Policy of the Company includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies 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 forms integral part of this Report.

STATUTORY AUDITORS

M/s. V. Malik & Associates, Chartered Accountants, having Registration No. 000155N, issued by The Institute of Chartered Accountants of India, the Statutory Auditors of the Company hold office till the conclusion of the forty-eighth Annual General Meeting of the Company. The Board in terms of Section 139 of the Companies Act, 2013, based on the recommendation of Audit Committee, has recommended for the ratification by the Members, the appointment of M/s. V. Malik & Associates, Chartered Accountants, Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of forty-eighth Annual General Meeting of the Company.

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

1. Long outstanding (i) capital advances of Rs.1,188.51 Lacs (including amount represented as trade receivable) and (ii) advances to suppliers of Rs.454.55 Lacs (including Rs.288.61 Lacs recoverable from related party) in respect of which no confirmation / acknowledgement, schedule of delivery and agreements was available and in the absence of initiation of concrete steps for recovery / settlement and non-availability of legal tenable rights and doubt about the inability to pay decides other factors, equivalent provision for advances doubtful for recovery is necessary considering the magnitude of above factors coupled with considerable delay by these parties, non-creation of such provision is contrary to the requirements of Accounting Standard-4, “Contingencies and Events occurring after the Balance Sheet date”. The Consequential, the loss for the year would be impacted by Rs.1,643.06 Lacs.

2. The company has recognized Net Deferred Tax Asset (NDTA) of Rs. 3947.19 Lacs (including Rs.1126.45 Lacs for the year) up to 31st March, 2016 on account of unabsorbed depreciation, carried forward business losses and disallowances under Income tax laws based on the future profitability projections made by the management. The company has history of continuous losses for last 5 years and in the absence of virtual certainty supported by convincing evidence along with non-disclosure of nature of evidences supporting its recognition that sufficient taxable income will be available against which such deferred tax assets can be realized in near future, in our opinion, the recognition of deferred tax asset is in contravention to Accounting Standard-22 “Accounting for Taxes on Income” and impacted the financial position to that extent.

Had the impact of our opinion above been considered.

i) The loss for the year would have been Rs.5,300.43 Lacs as against the reported loss of Rs.2,530.93 Lacs and

ii) Balancing Reserves & Surplus would have been Rs.6,951.70 Lacs as aginst the reported Reserve & Surplus of Rs.1,361.45 Lacs.

3. During the year, there are unfilled key positions in the management and non-availability of promoters-cum-directors in India and in view of only one executive director on the Board of the company, Mr. Buddhadeb Duari, Independent Director, has been authorized to sign the financial statements of the company as at 31st March 2016 for and on behalf of the Board of Directors.

Further the management representation to the above qualifications/comments are as follows:

1. As regards long outstanding (i) Capital advances of Rs.1,188.51 Lacs (including amount represented as trade receivables) and (ii) advances to suppliers of Rs.454.55 Lacs, the management is confident that the same will be adjusted against supply of materials or realization of advances.

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

3. During the year, there are no such unfilled Key positions in the management of the Company and regarding non-availability of Promoter-cum-Director, there stands no provision for staying of promoter-cum-director in India in Companies Act, 2013. However, the Promoter-cum-director has attended the Board Meeting of the Company through Video Conferencing which is permissible under Companies Act, 2013.Since there is one Executive Director (Whole Time Director) in the Company and in case of absence of Managing Director & CEO, the Board of Directors of the Company has authorized Mr. Dwijen Lahiri, Whole Time Director and Mr. Buddhadeb Duari, Non-Executive Director to sign the financial statements of the Company on behalf of the Board, which is permissible under Companies Act, 2013.

COST AUDITORS

Your Board on the recommendation of the Audit Committee, has approved the appointment of M/s. Datta Chakraborty & Associates, having firm registration no. 000300 issued by The Institute of Cost & Works Accountants of India, Cost Accountants, for audit of cost records maintained by the Company for the financial year 2016- 2017. In terms of section 148 of Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 appropriate resolution seeking your ratification of the remuneration payable to M/s. Datta Chakraborty & Associates, Cost Accountants, is included in the Notice convening the 47th 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 has appointed M/s. MKB & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year 2015-16.The Report of the Secretarial Audit is attached herewith as Annexure-III to this report.

Below mention qualification is observed by the Secretarial Auditor in their report to which the Board has shared the following explanation:

Qualifications:

During the year under review consequent to the resignation of Mr. Mahesh Trivedi, an Independent Director, from the closing hours of 11th February, 2016, the composition of the Board of Directors was not in accordance with the provisions of the SEBI Listing Regulations.

Management Response:

After resignation of Mr. Mahesh Trivedi, an Independent Director, Management has taken great effort for getting suitable candidate in place. However, subsequent to the resignation of Mr. Anil Sureka, Non-Executive Director on 11th August, 2016 the composition of the Board of Directors stands corrected and is in accordance with the Regulations of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

There was no such loan given, investment made, guarantee given or security provided by the Company to any entity pursuant to the provisions of section 186 of the Companies Act, 2013 during the financial year 2015-16.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year under review, the Company has not entered into any contracts/arrangements/transactions with related parties which could be considered as material in accordance with the provision of Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Your Board of Directors, based on the recommendation of audit committee has approved the Policy on materiality of related party transactions and dealing with related party transactions in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Companies Act, 2013. The said 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 Ordinary course of Business and were on arms length basis, form AOC-2 is not applicable to your Company.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO.

The information on conservation of energy, technology, absorption and foreign exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-IV to this Report.

RISK MANAGEMENT

The Company has in place robust risk management framework which identifies and evaluates business risk and opportunities. Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company has a Risk Management Committee of 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 concept of Enterprise Risk Management (ERM). ERM is used as a strategy decision making tool to refine management strategies and risk controls. Thereafter, the management evaluated the risk on priorities basis and their mitigation plan were formulated and implemented on regular basis. The evaluated risk along with their mitigation plan and their implementation are presented before the Board/Committee on time to time basis.

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Your Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in order to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising 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 and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle blowing in good faith. 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 congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another's work performance or creates an intimidating, 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 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 to have safe and healthy environment at workplace. As per the Policy, any employee may report his / her complaint to the Internal Complaint Committee formed for this purpose. The Company affirms that during the year under review adequate access was provided to any complainant who wished to register a complaint under the Policy.

During the year under review, there was no such Complaints received by the Internal Complaint Committee.

PARTICULARS OF EMPLOYEES AND OTHER RELATED INFORMATIONS

The information required to be disclosed in the Director's Report pursuant to the provisions 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 an Annexure-V to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain and adhere highest standards of Corporate Governance requirements as stipulated in SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 . The Corporate Governance Report along with the Certificate from M/s. V. Malik & Associates, Chartered Accountants, Statutory Auditors of the Company is attached with this report.

CEO/CFO Certification

Pursuant to the provisions of Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulation, 2015 pertaining to Corporate Governance, Mr. Dwijen Lahiri, Whole Time Director and Mr. Sandip Gupta, Chief Financial Officer of the Company have certified inter-alia, about review of financial statements for the financial year ended 31st March, 2016. The said Certificate has 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 Investor Education Protection Fund (IEPF) of the Central Government, as there were no unclaimed or unpaid amount of dividend due and payable at the end of the financial year 2015-16.

AWARDS AND RECOGNITION

During the year under review, your Company had participated in National Convention of Quality Circles organized by Quality Circle Forum of India, Chennai Chapter and had been recognized in Excellent Category.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 being presented in a separate section forming a part of this Annual Report.

APPRECIATION

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

For and on behalf of the Board

Sd/- Sd/-

Place: Kolkata Prof. Manoj Kumar Mitra Dwijen Lahiri

Date: 11th August, 2016 Director Whole Time Director


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