Gontermann Peiper India Ltd Auditor Reports

TO

THE MEMBERS OF

GONTERMANN - PEIPERS (INDIA) LIMITED

(CIN-L27106WB1966PLC101410)

1. Report on the Financial Statements

We have audited the accompanying financial statements of GONTERMANN - PEIPERS (INDIA) LIMITED (having CIN- L27106WB1966PLC101410) ("the company") which comprises the Balance Sheet as at March 31,2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters in section 134 (5) of the Companies Act, 2013 (tithe Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

4. Basis for Qualified Opinion

a) Long outstanding (i) capital advances (Note No. 12) of Rs. 925.25 Lacs (including amount represented as trade receivable) and (ii) advances to suppliers (Note No. 16) of Rs. 454.55 Lacs (including Rs. 288.61 Lacs recoverable from related party) in respect of which no confirmation, acknowledgement, schedule of delivery, agreements, etc. are available and in the absence of initiation of concrete steps for recovery/ settlement, non-availability of legal tenable rights and doubt about their ability to pay, besides 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". Consequently, the Loss for the year would be impacted by Rs. 1,379.80 Lacs.

b) The company has recognized Net deferred tax asset (DTA) of Rs.5,332.49 Lacs (including RS.1,385.29 Lacs for the year) up to 31st March, 2017 on account of unabsorbed depreciation, carried forward business losses and disallowances under Income tax laws (Refer Note No. 11 and 51) based on the future profitability projections made by the management. The company has history of continuous losses for last six 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 Loss for the year and financial position to that extent.

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

I) the Loss for the year would have been Rs. 5,902.59 Lacs as against the reported Loss of Rs. 3,137.50 Lacs and

II) the balance in Reserves and Surplus would have been Rs. (11,309.71 Lacs) as against the reported Reserves and Surplus of Rs. (4,597.42 Lacs).

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at March 31,2017;

b) in the case of the Statement of Profit and Loss, of the LOSS the year ended on that date; and

c) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

6. Emphasis Matters

Without qualifying our opinion, we draw attention to the following notes to the financial statements:

a) Note No. 30 to the financial statements, relating to remuneration paid during financial year 2010-11 to Ex-Managing Director of the Company, in excess of the limits prescribed under section 198 read with Schedule XIII of the erstwhile Companies Act, 1956 amounting to Rs. 35.62 Lacs (after recovery of amount payable of Rs. 22.15 Lacs), accordingly, the said amount has been shown as recoverable under Short term Loans and Advances (Note No. 16). The company has initiated recovery process of such excess remuneration paid post rejection of application u/s 309(5B) of the Act by the Central Government during financial year 2014-15, however since recovery has not been made yet, the violation of the act still continues.

b) Note No. 32 to the financial statements, wherein, as explained, Corporate Debt Restructuring (CDR) Scheme is effective from 01st January 2012. The outstanding liabilities of the company have been substantially restructured under the aegis of CDR Scheme, which extends till financial year 2021, and highlighting the position relating to (i) pending creation of pari-passu charge (equitable mortgage) on the immovable assets of the company in favour of CDR lending banks, (ii) increase in working capital borrowings from CDR lenders on account of conversion and utilization of non-fund based limits into fund based limits and temporary overdraft facilities (short term working capital facilities) of Rs. 503.58 lacs (iii) continuous defaults made by the company in repayment of principal and interest to the CDR lender banks, specially UCO bank (Lead bank), the account of which is NPA since financial year 2015-16. For status of defaults in repayment of principal and payment of interest as existing on the balance sheet date, refer Clause No. (viii) of the Companies (Auditors Report) Order, 2016 annexed to this report.

c) Note No. 33 to the financial statements, relating to the Scheme of Amalgamation, the accounting treatment laid out in the scheme and consequential adjustments that would arise on necessary approval of Honble High Court of Calcutta and Bombay will be dealt by the company in the financial statements, upon effectiveness of the scheme.

d) Note No. 34 to the financial statements indicating assumption of going concern and certain basis and factors for complete erosion of net worth of the company on the reporting date and other factors such as:

i) Company has incurred heavy negative operating cash flows during current year and in past few years on account of economy slowdown, under-utilization of installed production capacities, paucity of adequate working capital & burden of interest costs;

ii) Current liabilities of the company exceed its current assets by Rs. 12,382.44 Lacs as at the balance sheet date, resulting into negative working capital gaps;

iii) Cancellation of term loans by the CDR lenders as envisaged in the CDR scheme;

iv) There are continuous defaults in repayment of interest and principal on borrowings; (Refer Foot Note 2 and 3 under Note No. 4A);

v) Companys inability to pay its creditors on due dates;

vi) Companys inability to pay wages and salaries to its workers and staff within time; and

vii) Non-deposition and substantial delay in deposition of statutory liabilities with Government Exchequer in stipulated time (Total undisputed outstanding statutory dues as on 31st March 2017 are Rs. 834.35 Lakhs).

These conditions, alongwith other matters set forth in the above referred note, indicates the existence of material uncertainty that casts significant doubt about the companys ability to continue functioning as a going concern and that it may be able to realize its assets and discharge is liabilities in the normal course of business.

Though managements perspective of improved performance/ financial position is largely dependent upon other avenues of raising funds, large confirmed orders in hand, companys intention to monetize its identified non-core immovable properties and synergy benefits from ongoing amalgamation process under approval from Honble High Courts of Calcutta and Bombay and its implementation/ effectiveness.

However, in our view, the company will be able to function as a going concern only if managements perspectives/plans are accomplished and the overall industry/ economy boosts. Though under the current situation and based on historical facts and certain inherent limitations of such perspectives such as shortfall in working capital required to execute the confirmed orders, non-compliance of CDR conditions, etc. it is doubtful whether the company will be able to achieve the outlined perspectives or not.

Under these circumstances, the management has prepared the financial statements of the company on a going concern basis and in the opinion of the management no adjustments are considered necessary to the carrying value of its assets and liabilities and accordingly, the financial statements does not include any adjustments, relating to the recoverability and classification of recorded assets and classification of liabilities, that may be necessary if the entity is unable to continue as a going concern.

e) Note No. 35 to the financial statements, relating to receipt of promoters contribution during financial year 2014-15 in compliance of restructuring package by CDR lenders in foreign currency equivalent to Rs. 91.61 Lacs in the shape of advance against share application money which is outstanding and lying on the reporting date under current liabilities (under Note No. 7) and basis and reasons stated in the said note which restrained the company from allotting the shares and the company held such amount in trust in terms of Companies (Acceptance of Deposits) Rules, 2014, as amended pursuant to section 73 and 74 of the Companies Act, 2013. Further, as envisaged in the said note, during the current year, the company has initiated the process of refund with bank(s) subject to compliances of RBI and other regulatory requirements. As on the date of our audit report, such requirements are under compliance.

f) Note No. 38 to the financial statements, relating to pending confirmation/ reconciliation of balances in respect of trade receivables of Rs. 2,373.77 Lakhs, trade payables of Rs. 3,421.89 Lakhs, advances to suppliers of Rs. 609.83 Lakhs and advance from customers of Rs. 205.45 Lakhs, consequential impact whereof cannot be ascertained presently.

7. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure-A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable to the company relevant to this year.

ii) As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with in this Report are in agreement with the books of account and returns.

d) Except for the matters described in Basis for Qualified Opinion paragraphs above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act.

e) The matters described in Point No.4 (a), (b), (d), (e) and (f) of Emphasis of Matters paragraph and our comments on clause v), vii), viii) and xi) of Companies (Auditors Report) Order, 2016, annexed to this report, in our opinion, may have an adverse effect on the functioning of the company.

f) On the basis of written representations received from the directors as on 31st March 2017 and taken on record by the Board of Directors, none of the directors, are disqualified as on 31st March 2017, from being appointed as a director in terms of section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure-B. Our report expresses a Qualified Opinion on the adequacy and operating effectiveness of the companys internal financial controls over financial reporting.

h) With respect to the other matters included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to our best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 28 to the financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts that require provision under any law or accounting standards for which there were any material foreseeable losses.

iii. The company is not liable to transfer any amount of unclaimed dividend to Investor Education and Protection Fund.

iv. The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes (amount not material) during the period from 8th November 2016 to 30th December 2016 (Refer Note No. 57). Based on audit procedures and relying on the management representations, we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management.

For V. Malik & Associates

Chartered Accountants

ICAI Firms Reg. No. 000155N

Vipin Malik

(Proprietor)

Membership No. 080468

Place of Signing : New Delhi

Date: 25th May, 2017

ANNEXURE - A TO THE AUDITORS REPORT TO THE MEMBERS OF GONTERMANN - PEIPERS (INDIA) LIMITED (CIN-L27106WB1966PLC101410) FOR THE YEAR ENDING 31ST MARCH 2017

(Referred to in paragraph (i) under Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act

(i) In respect of its Fixed Assets:

(a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) According to the information and explanation given to us, fixed assets have been physically verified by the management at reasonable intervals in phased manner; and as informed, no material discrepancies were noticed on such verification. However, physical verification has not been carried out during the year;

(c) The title deeds of Immovable Properties are held in the name of the company

(ii) In respect of its Inventories:

According to information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the internal auditors/ external agency and as explained, no material discrepancies were noticed on such verifications.

(iii) Transactions with Related Parties u/s 189 of the Companies Act, 2013

According to information and explanations given to us and records of the company examined by us, the company has not granted any loans; secured or unsecured; to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

In view of what has been stated above, the question, (a) whether terms and conditions of grant of such loans is prejudicial to the companys interest, (b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular, and (c) whether the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest, do not arise;

(iv) Section 185 and 186 of the Companies Act, 2013

In our opinion and according to the information and explanations given to us, the company has not advanced any loan to any of its directors or to any other person in whom director is interested or has not given any guarantee or has not provided any security in connection with any loan taken by such directors or such other person under section 185.

In our opinion and according to the information and explanations given to us, the company has given any loan or given any guarantee or provided any security or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, in compliance with the provision of section 186.

(v) Deposits from the Public

According to the information and explanations given to us, company has not accepted deposits from the public under the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, However,

a) the company had received promoters contribution in compliance of restructuring package by CDR lenders in foreign currency equivalent to Rs. 91.61 Lacs where promoter company had restrained the company to al/ot shares till finality of formal approval from its board/ general meeting. During the year, promoter company has requested the company to refund the aforesaid money, in tranches, vide its letter dated 01st August 2016. Accordingly, the company has initiated the process of refund with bank(s) subject to compliances of RBI and other regulatory requirements. As on the date of our audit report, such requirements are under compliance; and

b) credit balances of some of the customers which is outstanding in the normal course of business and pertains to the period prior to 01st April, 2016 which arises due to goods returned by customers for quality issue and company has issued credit notes in lieu of same till replacement is made or liability persist due to part lifting or delay in lifting of goods since production and turnover has been badly affected due to financial crises, accordingly, till such time the company is holding such amount in trust in terms of Companies (Acceptance of Deposits) Rules, 2014, as amended pursuant to section 73 and 74 of the Companies Act, 2013, such balances are moneys received or held by the company in trust.

(vi) Maintenance of Cost Records

We have broadly reviewed the books of accounts maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of the opinion that prima-facie, the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records to ascertain whether they are accurate or complete.

(vii) Statutory Dues

(a) According to information and explanations given to us and records of the company examined by us, in our opinion, the company was Generally Not regular in depositing undisputed statutory dues throughout the year, including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities during the year and there have been serious delays in a large number of cases. The arrears of outstanding statutory dues as on 31st March 2017 concerned for a period of more than six months from the date they became payable, are given below;

Name of the Statute	Nature of the Dues	Amount (Rs. In Lacs)	Period to which the amount relates	Due Date	Date of Payment
		2.61	July 2015	07-Aug-2015	Not Paid
		3.74	August 2015	07-Sep-2015	Not Paid
		3.00	September 2015	07-0ct-2015	Not Paid
		1.47	October 2015	07-Nov-2015	Not Paid
		1.85	November 2015	07-Dec-2015	Not Paid
		1.43	December 2015	07-Jan-2016	Not Paid
Income tax Act, 1961	Tax Deducted and Collected at Source	0.91	January 2016	07-Feb-2016	Not Paid
		1.82	February 2016	07-Mar-2016	Not Paid
		3.01	March 2016	30-Apr-2016	Not Paid
		2.22	April 2016	07-May-2016	Not Paid
		3.10	May 2016	07-Jun-2016	Not Paid
		4.48	June 2016	07-Jul-2016	Not Paid
		3.14	July 2016	07-Aug-2016	Not Paid
		6.07	August 2016	07-Sep-2016	Not Paid
	SubTotal	38.83
		3.12	October 2015	06-Nov-2015	Not Paid
		31.03	November 2015	06-Dec-2015	Not Paid
		NIL	December 2015	06-Jan-2016	Not Paid
		40.66	January 2016	06-Feb-2016	Not Paid
		8.85	February 2016	06-Mar-2016	Not Paid
Central Excise	Excise Duty	22.37	March 2016	31-Mar-2016	Not Paid
Act, 1944		10.76	April 2016	06-May-2016	Not Paid
		1.80	May 2016	06-Jun-2016	Not Paid
		17.15	June 2016	06-Jul-2016	Not Paid
		49.98	July 2016	06-Aug-2016	Not Paid
		66.33	August 2016	06-Sep-2016	Not Paid
		252.04
West Bengal State tax on		0.78	April 2016	21-May-2016	Not Paid
		0.79	May 2016	21-Jun-2016	Not Paid
Professions, Trades, Callings and Employments Act, 1979	Professional Tax	0.78	June 2016	21-Jul-2016	Not Paid
		0.78	July 2016	21-Aug-2016	Not Paid
		0.78	August 2016	21-Sep-2016	Not Paid
	SubTotal	3.91
Name of the Statute	Nature of the Dues	Amount (Rs. In Lacs)	Period to which the amount relates	Due Date	Date of Payment
		4.87	March 2015	31-Mar-2015	Not Paid
		3.72	April 2015	06-May-2015	Not Paid
		4.80	May 2015	06-Jun-2015	Not Paid
		2.28	June 2015	06-Jul-2015	Not Paid
		2.26	July 2015	06-Aug-2015	Not Paid
		5.42	August 2015	06-Sep-2015	Not Paid
		2.44	September 2015	06-0ct-2015	Not Paid
		2.37	October 2015	06-NOV-2015	Not Paid
Finance Act, 1994	Service Tax	2.24	November 2015	06-Dec-2015	Not Paid
		3.67	December 2015	06-Jan-2016	Not Paid
		2.12	January 2016	06-Feb-2016	Not Paid
		3.04	February 2016	06-Mar-2016	Not Paid
		8.37	March 2016	31-Mar-2016	Not Paid
		NIL	April 2016	06-May-2016	Not Paid
		1.73	May 2016	06-Jun-2016	Not Paid
		2.32	June 2016	06-Jul-2016	Not Paid
		3.04	July 2016	06-Aup-2016	Not Paid
		2.11	Auaust 2016	06-SeD-2016	Not Paid
	SubTotal	56.82
	Employers Contribution to Provident Fund	11.67	Feb 2016	15-Mar-2016	Not Paid
		12.27	Mar 2016	15-Apr-2016	Not Paid
		11.97	April 2016	15-May-2016	Not Paid
		12.04	May 2016	15-Jun-2016	Not Paid
Employees Provident Fund & Misc. Provisions Act, 1952		11.90	June 2016	15-Jul-2016	Not Paid
		13.01	July 2016	15-Aug-2016	Not Paid
		13.18	August 2016	15-Sep-2016	Not Paid
	SubTotal	86.05
	Employees Contribution to Provident Fund	12.60	July 2016	15-Aug-2016	Not Paid
		12.77	August 2016	15-Sep-2016	Not Paid
	SubTotal	25.37
	GrandTotal	463.01

However, as on 31st March 2017, the total undisputed outstanding statutory dues are Rs. 834.35 Lakhs.

(b) According to information and explanations given to us, following disputed demands of income tax or sales tax or service tax or duty of excise have not been deposited, the details of disputed dues are:

Nature of the dues	Amount (Rs. in Lacs)	Period to which amount relates	Forum where dispute is pending
Excise Duty	209.09	1975 to 1986	Honble High Court Calcutta
	4.66	1993-1994	Tribunal (Central Excise)
	1.39	2002-2003	Joint Commissioner (Central Excise)
	8.60	1998-1999	Tribunal (Central Excise)
	2.02	2007-2008	Tribunal (Central Excise)
	2.09	2006-2007	Tribunal (Central Excise)
	5.68	2007-2008	Tribunal (Central Excise)
	4.57	2008-2009	Tribunal (Central Excise)
	0.96	2008-2009	Tribunal (Central Excise)
	1.39	2007-2008	Tribunal (Central Excise)
	0.31	2008-2009	Tribunal (Central Excise)
	6.31	2008-2009	Tribunal (Central Excise)
	48.00	2011-2012	Tribunal (Central Excise)
	92.29	upto 1977	Honble High Court Calcutta
	78.11	2012-2014	Assessing Officer
	0.57	2013-2014	Additional Commissioner
	30.61	2011-2015	Assessing Officer
Sub-Total	496.66
Sales Tax	34.08	2007-2008	Revision Board of Commercial Tax
	84.82	2009-2010	Revision Board of Commercial Tax
	21.38	2010-2011	Revision Board of Commercial Tax
	9.91	2011-2012	Revision Board of Commercial Tax
	23.00	1994-1995	Honble High Court Calcutta
	93.36	1994-1995	Honble High Court Calcutta
	39.20	2013-2014	Commissioner (Appeal)
Sub-Total	305.76
Custom Duty	1.50	1997-1998	Honble High Court Calcutta
Sub-Total	1.50
Income Tax	2.19	2007-08 to 2016-17	TDS Officer
	177.00	A.Y. 1998-1999	Honble High Court
	1,539.00	A.Y. 2000-2001	Honble High Court
Sub-Total	1,718.19
Service Tax	11.17	2006-07 to 2008-09	Tribunal (Central Excise)
	1.26	2010-11	Tribunal (Central Excise)
	64.47	2004-05 to 2007-08	Commissioner (Appeal)
Sub-Total	76.90
Total	2,599.01

(viii) Repayment of dues of Financial Institutions, Banks, Government, Debentures Holders : Based upon examination of the books of account and related records and our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has defaulted in repayment of principal and payment of interest to all CDR lender banks and the default is continuing throughout the year and exists on reporting date.

Details of lender-wise defaults made during the year in respect of TL (Term Loans), WCTL (Working Capital Term Loan) and FITL (Funded Interest Term Loan) of all CDR lenders. (Refer Foot Note 2 under Note No. 4A):

Name of the Bank	Nature	Instances of Defaults	Range of Amount of Default (Min Max)	Range of Period of Default (Min Max)
Allahabad Bank	Principal	15 Instances	Rs.5.25 Lakhs - Rs.43.50 Lakhs	1 day - 166 days
	Interest	54 instances	Rs.0.02 Lakhs Rs.12.88 Lakhs	1 day 135 days
SBI	Principal	11 instances	Rs.1.18 Lakhs Rs.12.18 Lakhs	1 day 84 days
	Interest	43 instances	Rs.0.00 Lakhs Rs.3.21 Lakhs	1 day 170 days
UCO Bank	Principal	48 instances	Rs.5.16 Lakhs Rs.128.97 Lakhs	1 day 640 days
	Interest	144 instances	Rs.1.30 Lakhs - Rs.37.85 Lakhs	1 day 701 days

Out of above, as on the Balance Sheet date, there is a default of Rs.1,859.04 Lacs on account of principal and Rs.1,485.64 Lacs on account of interest, the details of which are given below (Refer Foot Note 3 under Note No. 4A):

Period of Default	Allahabad Bank		SBI		UCO Bank
(Ranges)	Principal	Interest	Principal	Interest	Principal	Interest	Total
Less than 30 days	58.95	13.66	14.73	3.17	223.17	66.18	379.86
30 days to 60 days	-	27.30	-	3.59	-	124.45	155.34
60 days to 90 days	-	1.88	-	0.01	223.17	64.58	289.64
90 days to 180 days	-	-	-	-	-	125.50	125.50
180 days to 365 days	-	-	-	-	446.34	364.20	810.54
More than 365 days	-	-	-	-	892.68	691.12	1,583.80
Total	58.95	42.84	14.73	6.77	1,785.36	1,436.03	3,344.68

Working capital facilities from all CDR lender banks (Allahabad Bank, State Bank of India and UCO Bank) generally remain overdrawn and the default is continuing throughout the year. As on the balance sheet date, there is a default of Rs. 1,117.38 Lacs on account of overdrawn amount (including default of Rs. 389.52 Lacs on account of interest).

The Company did not have any outstanding debentures or dues of loan or borrowings to the financial institutions or government during the year.

(ix) Initial Public Offer or Further Public Offer

According to information and explanations given to us, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year.

(x) Fraud

During the course of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instances of fraud by the company, noticed or reported during the year under audit, nor have we been informed of any such case by the management of the company.

(xi) Managerial Remuneration

In view of defaults made by the company in repayment of loans taken from Banks and interest thereon for a continuous period of 30 days in the financial year preceding (i.e. Financial Year 2014-15) the date of appointment (i.e. 01st April 2015) of Mr. Dwijen Lahiri as Whole Time Director (Executive Director), the managerial remuneration of Rs. 14,37,744/- paid to him during the financial year 2016-17 is in excess of the limits prescribed under section 197 and 198 read with Schedule-V of the Companies Act, 2013 and accordingly the aforesaid provisions have been violated.

(xii) Nidhi Companies

The company is not a Nidhi company hence the question is not applicable.

(xiii) Compliance and Disclosure of Related Party Transactions

According to information and explanations given to us and records examined by us, the transactions with related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) Allotment of Shares

According to information and explanations given to us and records of the company examined by us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and consequently the questions of complying with the requirements of section 42 of the Companies Act, 2013, and utilization of amount raised for the purposes for which it was raised, do not arise.

(xv) Non-Cash transactions

According to information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him and accordingly the question of compliance of the provisions of section 192 of Companies Act, 2013 does not arise.

(xvi) Registration with RBI

The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the question of obtaining registration do not arise.

For V. Malik & Associates

Chartered Accountants

ICAI Firms Reg. No. 000155N

Vipin Malik

(Proprietor)

Membership No. 080468

Place of Signing :

New Delhi

Date: 25th May, 2017

ANNEXURE - B TO THE AUDITORS REPORT TO THE MEMBERS OF GONTERMANN - PEIPERS (INDIA) LIMITED (CIN-

L27106WB1966PLC101410) FOR THE YEAR ENDING 31ST MARCH 2017

(Referred to in paragraph (ii) (g) under Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of Gontermann - Peipers (India) Limited (having CIN: L27106WB1966PLC101410) ("the Company") as of March 31, 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

2. Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

3. Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Companys internal financial controls system over financial reporting.

4. Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting & the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

5. Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

6. Qualified Opinion on adequacy (and therefore operating effectiveness) of Internal Financial Controls over Financial Reporting

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31,2017:

a) The Company did not have an appropriate internal control system for obtaining periodic balance confirmations of trade receivables, trade payables and advances to suppliers and advances from customers which could potentially impact the financial position and operating statement.

b) The Company did not have an appropriate internal control system for control over SAP support (Including AMC of servers and UPS), non-availability of functional consultants for SAP updation/ modification which could potentially impact the companys internal controls over book keeping, book closure and financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31,2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31,2017 financial statements of the Company, and these material weaknesses do not affect our opinion on the financial statements of the Company.

7. Qualified Opinion on operating effectiveness of Internal Financial Controls over Financial Reporting and unmodified opinion on adequacy of such controls

According to the information and explanations given to me and based on my audit, the following material weaknesses have been identified in the operating effectiveness of the Companys internal financial controls over financial reporting as at March 31, 2017:

a) The Companys internal financial controls over effective monitoring of action points and internal audit recommendations which could potentially result in rendering the system of internal controls as less effective.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31,2017, based on, for example, the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India, and except for the possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Companys internal financial controls over financial reporting were operating effectively as of March 31,2017.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in my audit of the March 31,2017 financial statements of the Company, and these material weaknesses have affected our opinion on the standalone financial statements of the Company and we have issued a qualified opinion on the standalone financial statements.

For V. Malik & Associates

Chartered Accountants

ICAI Firms Reg. No. 000155N

Vipin Malik

(Proprietor)

Membership No. 080468

Place of Signing : New Delhi

Date: 25th May, 2017