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Auditor Report of Gontermann Peipers (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of GONTERMANN-PEIPERS (INDIA) LIMITED ("the company") which comprise the Balance Sheet as at March 31, 2015, 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.

Management's responsibility for the financial statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditor's 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 auditor's 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 Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's 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.

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 in earlier years to the Ex Managing Director of the Company, in excess of the limits prescribed under section 198 read with Schedule XIII to the Act and consequent initiation of recovery process of such excess remuneration after rejection of application u/s 309(5B) of the Companies Act, 1956 by the Central Government.

b) Note No. 31 to the financial statements, wherein as explained, Corporate Debt Restructuring (CDR) Scheme is effective from 1st January, 2012. The outstanding liabilities of the company have been substantially restructured under the aegis of CDR Scheme, which extends till 2021 and stipulation relating to creation of pari-passu charge on the immovable assets of the company is pending for which NOC for ceding first/second charge on the fixed assets of the company has been obtained from the existing charge holder so as to execute necessary legal documents but NDC has not yet been obtained.

c) Note No. 32 to the financial statements, relating to the Scheme of Amalgamation, the accounting treatment laid out in the scheme and consequential adjustments that would arise will be dealt by the company in the financial statements, upon effectiveness of the scheme.

d) Note No. 33 to the financial statements, which indicates the basis and factors for erosion of net worth of the company and position of accumulated losses in excess of net worth of the company. The company has incurred a net cash loss during the current year and in the previous year(s) and the company's current liabilities exceeded its current assets as at the balance sheet date and the company has defaulted in repayment of interest and principal on borrowings. This conditions along with other matters set forth in the above referred note, indicates that the existence of material uncertainty that casts significant doubt about the company's ability to continue as a going concern. However, based upon management's perspective of improved performance and financial position on account of expected enhancement of working capital limits/term loans from bank, infusion of promoter's contribution, diversification in business activities and synergy benefits on amalgamation after necessary approval from High Court and its implementation, the financial statements of the company have been prepared by the management on a going concern basis.

e) Note No. 34 to the financial statements, relating to non-confirmation and reconciliation of most of the parties relating to trade receivable and payable, advances to suppliers and from customers and its consequential impact on the financial statement.

f) The Board of Directors has authorized Mr. Dwijen Lahiri, Whole Time Director and Prof. Manoj Kumar Mitra, Independent Director of the company to sign the financial statements of the company as at 31st March, 2015 for and on behalf of the Board of Directors as the Managing Director is not available on medical grounds since considerable period.

Basis for Qualified Opinion

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

b) The company has recognized Net deferred tax asset (DTA) of Rs. 2820.74 Lacs (including Rs 1059.28 Lacs for the period) up to 31st March, 2015 on account of unabsorbed depreciation, carried forward business losses and disallowances under Income Tax laws (Refer Note No. 11 and 45) based on the future profitability projections made by the management. The company has history of recent losses and in the absence of virtual certainty supported by convincing evidence to the fact that sufficient taxable income will be available against which such deferred tax assets can be realized and also non- disclosure of its nature, in our opinion, the recognition of deferred tax asset is in contravention to Accounting Standard- 22 " Accounting for Taxes on Income".

Had the impact of item stated above been considered, the loss for the year would have been Rs. 4620.66 Lacs (after adjusting deferred tax assets of Rs.1445.82 Lacs recognized upto 31st March, 2014) as against the reported loss of Rs.2115.56 Lacs and balance in Reserve and Surplus would have been Rs. (1522.44) Lacs as against the reported Reserve and Surplus of Rs.1298.30 Lacs.

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 matter 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, 2015;

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.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("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 statement on the matters specified in paragraphs 3 of the Order to the extent applicable to the company relevant to this year.

2. 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 by this Report are in agreement with the books of account

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, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit & Auditors) Rules, 2014, 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 statement.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, and there were no amounts which required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITOR'S REPORT TO THE MEMBERS OF GONTERMANN-PEIPERS (INDIA) LIMITED FOR THE YEAR ENDING 31ST MARCH 2015

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed Assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, the Company has physically verified certain assets during the year in accordance with a programmer of verification, which in our opinion provides for physical verification of fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size and the nature of its business.

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) Transactions with parties' u/s 189 of the Companies Act, 2013

a) The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act. Hence the provisions of clause (iii) (a), (b) of paragraph 3 are not applicable to the Company. The company has not taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act.

b) In view of what has been stated in para (iii) clause (a) above, the question of receipt/repayment of principal amount and interest thereof does not arise.

c) In view of what has been stated in para (iii) clause (a) above, the question of overdue amount more than rupees one lakh and reasonable steps for the recovery of principal amount and interest thereof does not arise.

(iv) Internal Control

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to purchase of inventory and fixed assets and for the sale of goods and services

(v) Deposits from the public

In our opinion and according to the information and explanations given to us, company has not accepted deposits from the public, the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under with regard to the deposits accepted from the public are not applicable.

(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 sub-section (1) of section 148 of the Companies Act and are of the opinion that prima- facie, the prescribed accounts and records have been 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 is not regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess Duty, Cess and other statutory dues with the appropriate authorities during the year.

b) According to information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March 2015 for a period of more than six months from the date they became payable.

c) According to information and explanations given to us, following disputed demands have not been deposited, the details of disputed dues are:

c) According to information and explanations given to us, following disputed demands have not been deposited, the details of disputed dues are:

Nature of Amount Period to which Forum where dispute is pending the dues (Rs. in Lacs) amount relates

Excise Duty 209.09 1975 to 1986 Hon'ble High Court Calcutta

4.66 1993-1994 Tribunal (Central Excise) 1.39 2002-2003 Joint Commissioner (Central Excise)

8.60 1998-1999 Commissioner Appeal (Central Excise)

2.02 2007-2008 Commissioner Appeal (Central Excise)

2.09 2006-2007 CESTAT

5.68 2007-2008 CESTAT

4.57 2008-2009 CESTAT

0.96 2008-2009 Commissioner Appeal (Central Excise)

1.39 2007-2008 CESTAT

0.31 2008-2009 Commissioner Appeal (Central Excise)

6.31 2008-2009 Commissioner Appeal

92.26 up to 1977 Hon'ble High Court Calcutta

Sales Tax 34.08 2007-2008 Revision Board of Commercial Tax

84.82 2009-2010 Additional Commissioner

0.82 2010-2011 Senior Joint Commissioner of Sales Tax

20.56 2010-2011 Senior Joint Commissioner of Sales Tax

19.98 2011-12 Additional Commissioner

239.27 1994-1995 Hon'ble High Court Calcutta

93.36 2001-2002 Hon'ble High Court Calcutta

Custom 1.50 1997-1998 Hon'ble High Court Calcutta

Income Tax 177 A.Y.1998- 1999 Hon'ble High Court

1539 A.Y. 2000- 2001 Hon'ble High Court

Service Tax 11.17 2006-07 to 2008-09 Tribunal ( Central Excise )

5.38 2009-2010 Commissioner Appeal Central Excise

85.57 2004-05 to 2007-08 Commissioner Appeal Central Excise

d) In our opinion and according to the information and explanations given to us, there is no amount which required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act and rules made hereunder.

viii) Accumulated losses

The accumulated losses of the Company at the end of the financial year have exceeded the net worth of the Company. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) Repayment of dues of financial institution or bank etc.

Based on 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 term loan dues to banks and the default is continuing throughout the year towards repayment of principal and interest. As on the Balance Sheet date, there is a default of Rs. 247.36 Lacs on account of principal and Rs. 218.18 Lacs on account of interest, the details are given below:

Period of Default Principal Interest (Rs. in Lacs) (Rs. in Lacs)

Less than 30 days 247.36 81.60

31 days to 60 days 0.00 72.76

61 days above 0.00 63.82

Total 247.36 218.18

Working capital loan from banks include Rs. 1206.20 Lacs continuing default towards repayment of working capital facilities (including interest default of Rs. 46.63 lacs, period of default 5 days). The Company did not have any outstanding debentures or dues to the financial institutions during the year.

(x) Loans and Advances

In our opinion and according to the records of the Company examined by us, the company has not given any guarantee for loans taken by others from bank or financial institutions where the terms and conditions are prejudicial to the interest of the company.

(xi) In our opinion and according to the records of the Company examined by us, the term loans were applied for the purpose for which the loans were obtained.

(xii) 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, and according to the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during course of our audit, nor we have been informed of such case by the management.

For V. Malik & Associates Chartered Accountants

ICAI Firm's Reg. No. 000155N

Vipin Malik

Place: Camp Kolkata/New Delhi (Proprietor)

Date: 29th May, 2015 Membership No. 080468


Mar 31, 2014

We have audited the accompanying financial statements of Gontermann-Peipers (India) Limited which comprise the Balance Sheet as at March 31,2014, 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.

Management''s responsibility for the financial statements

The management is responsible for 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 standards notified under the Companies Act, 1956 (''the act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 auditor''s 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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 31,2014;

(b) in the case of the Statement of Profit and Loss, of the loss for 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.

Emphasis of Matter

We draw attention to the following notes to the financial statements:

Note No. 30 to the financial statements, relating to remuneration paid in earlier years to the Ex -Managing Director of the Company, in excess of the limits prescribed under section 198 read with Schedule XIII to the Act.

Note No. 31 to the financial statements, wherein as explained, Corporate Debt Restructuring (CDR) Scheme is effective from 1st January, 2012. The outstanding liabilities of the company have been substantially restructured under the aegis of CDR Scheme, which extends till 2021.

Note No. 34 to the financial statements, relating to the Scheme of Amalgamation approved by the board, the accounting treatment laid out in the Scheme and consequential adjustments that would arise will be dealt with by the Company in the financial statements, upon effectiveness of the Scheme.

Our opinion is not qualified in respect of these matters.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

Attention is drawn to the fact that:

a) The outstanding advances for capital goods includes long outstanding advances to the tune of Rs.297.00 Lacs and advances to suppliers includes Rs. 446.61 Lacs in respect of which no confirmation / schedule of delivery was available, the consequential revenue impact, if any is not ascertainable. Accordingly, it was felt that the creation of no provision in respect of doubtful /advances is contrary to the requirements of AS 4.

b) Note No. (11) Regarding recognition of Net Deferred Tax Asset (DTA) of Rs.1445.82 lacs (including Rs (17.33) Lacs for the period) recognized up to 31st March, 2014 based on the future profitability projections made by the management. However, we are unable to express any opinion on the virtual certainty of achieving these projections as required by Accounting Standard 22 " Accounting for Taxes on Income" and consequential impact, if any, of the recognition on such deferred tax asset.

Had the impact of item stated above been considered, the loss for the year would have been Rs.2984.20 lacs (after adjusting deferred tax assets of Rs.1463.15 lacs recognized upto 31st March, 2013) as against the reported loss of Rs.1538.38 lacs and balance in Reserve and Surplus would have been Rs. 1586.66 Lacs as against the reported Reserve and Surplus of Rs. 3032.48 lacs.

2. As required by section 227(3) of the Act, we report that except for the effect of the observation in para 1 above :

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 (''the act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and;

e) on the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT TO THE MEMBERS OF GONTERMANN-PEIPERS (INDIA) LIMITED FOR THE YEAR ENDED 31ST MARCH, 2014.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) The nature of the Company''s business/activities during the year is such that clause (xiii) and (xiv) of the paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year ended 31st March 2014.

(ii) In respect of its fixed Assets:-

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of its inventories:-

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) (a) As informed to us, the Company has not granted or taken any secured or unsecured loan to/from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (iv)(a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register.

(vii) As informed to us, the company has not accepted any deposits from the public within the purview of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(viii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(ix) 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 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima- facie, the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the records to ascertain whether they are accurate or complete.

(x) According to information and explanations given to us in respect of statutory and other dues:

a. The company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess Duty, Cess and other statutory dues with the appropriate authorities during the year.

b. According to information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable except for Service Tax Rs. 1.05 lacs, Central Sales Tax Rs.8.77 lacs and ESI aggregating to Rs. 2.04 lacs.

c. Disputed dues in respect of :

Nature of the dues Amount (Rs.in Lacs) Period to which amount relates

Excise Duty 209.09 1975 to 1986

4.66 1993-1994

1.39 2002-2003

8.60 1998-1999

2.02 2007-2008

2.09 2006-2007

5.68 2007-2008

4.57 2008-2009

0.96 2008-2009

1.39 2007-2008

0.31 2008-2009

6.31 2008-2009

Sales Tax 34.08 2007-2008

84.82 2009-2010

0.82 2010-2011

20.56 2010-2011

239.27 1994-1995

93.36 2001-2002

Custom Duty 1.50 1997-1998

Income Tax 177.00 A.Y.1998-1999

1539.00 A.Y. 2000-2001

Service Tax 11.17 2006-2007 to 2008-2009

5.38 2009-2010

85.57 2004-2005 to 2007-2008



Nature of the Dues Forum where dispute is pending

Excise Duty Hon''ble High Court Kolkata

Tribunal (Central Excise)

Joint Commissioner (Central Excise)

Commissioner Appeal (Central Excise)

Commissioner Appeal (Central Excise)

CESTAT

CESTAT

CESTAT

Commissioner Appeal (Central Excise)

CESTAT

Commissioner Appeal (Central Excise)

Commissioner Appeal

Sales Tax Revision Board of Commercial Tax

Additional Commissioner

Senior Joint Commissioner of Sales Tax

Senior Joint Commissioner of Sales Tax

Hon''ble High Court Kolkata

Hon''ble High Court Kolkata

Custom duty Hon''ble High Court Kolkata

Income Tax Hon''ble High Court

Hon''ble High Court

Service Tax Tribunal (Central Excise)

Commissioner Appeal (Central Excise)

Commissioner Appeal (Central Excise)

Have not been deposited, since the matters are pending before relevant Appellate Authorities.

(xii) The accumulated losses of the Company at the end of the financial year are less than fifty per cent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xiii) Based on 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 term loan dues to banks during the year as given below :

Period of Default Principal (Rs.In lacs) Interest (Rs. In lacs)

Less than 30 days 83.54 84.56

31 days to 60 days 0.00 15.57

Total 83.54 100.12

Working capital loan from banks include Rs.854.42 lacs continuing default towards repayment of working capital facilities, (including interest default of Rs.58.04 lacs, period of default 34 days).

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

(xiv) According to information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xv) In our opinion and according to information and explanations given to us, the Company has not given any guarantees for the loans taken by others from banks or financial institutions.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the company were prima facie applied by the company during the year for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that short term funds to the extent of Rs. 5.73 Crores have been used in funding of a portion of losses.

(xviii) The Company has not made any preferential allotment during the year.

(xix) The Company has not raised any money by public issues during the year.

(xx) To the best of our knowledge and according to information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For V. MALIK & ASSOCIATES Chartered Accountants Firm Registration No: 000155N

VIPIN MALIK Camp : Kolkata/New Delhi Proprietor Dated : 29th May, 2014 Membership No. 80468


Mar 31, 2013

Report on the financial statements

We have audited the accompanying financial statements of Gontermann-Peipers (India) Limited which comprise the Balance Sheet as at March 31, 2013, 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.

Management''s responsibility for the financial statements

Management is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 auditor''s 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 control relevant to the Company''s preparation and fair presentation of the financial statements 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 the management, 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements 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, 2013;

(b) in the case of the Statement of Profit and Loss, of the loss for 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.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

Attention is drawn to the fact that:

a) The outstanding advance for capital goods includes long outstanding advances to the tune of Rs.197.00 Lacs and advances to suppliers includes Rs.148.92 lacs in respect of which no confirmation/ schedule of delivery was available, the consequential revenue impact, if any is not ascertainable.

b) Note No. (11) Regarding recognition of net deferred tax asset (DTA) of Rs.1463.15 lacs (including Rs.1112.21 Lacs for the period) recognized up to 31st March, 2013 based on the future profitability projections made by the management. However, we are unable to express any opinion on the virtual certainty of achieving these projections as required by Accounting Standard 22 " Accounting for Taxes on Income" and consequential impact, if any, of the recognition on such deferred tax asset.

Had the impact of item stated above been considered, the loss for the year would have been Rs.3771.57 lacs (after adjusting deferred tax assets of Rs.350.94 lacs recognized upto 31st March, 2012) as against the reported loss of Rs.3420.63 lacs and balance in Reserve and Surplus would have been Rs.3269.74 Lacs as against the reported Reserve and Surplus of Rs.4732.89 lacs.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORT TO THE MEMBERS OF GONTERMANN- PEIPERS (INDIA) LIMITED FOR THE YEAR ENDING 31ST MARCH 2013.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) The nature of the Company''s business/activities during the year is such that clause (xiii) and (xiv) of the paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year ended 31st March 2013.

(ii) In respect of its fixed Assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of its inventories:- (a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to information and explanations given to us, the procedure of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) As informed to us, the Company has not granted or taken any secured or unsecured loan to/from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register.

(vii) As informed to us, the company has not accepted any deposits from the public within the purview of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(viii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(ix) 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 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima- facie, the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the records to ascertain whether they are accurate or complete.

(x) According to information and explanations given to us in respect of statutory and other dues:

The company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess Duty, cess and other statutory dues with the appropriate authorities during the year.

(xii) The Company does not have accumulated losses at the end of the financial year and it has incurred cash losses in the current and immediately preceding financial year.

(xiii) The defaults of the company towards repayment of the dues to banks has been adjusted upon reschedulement of loans in terms of the scheme for Corporate Debt Restructuring sanctioned, the effect of which has been given in the books of accounts during the period under review.

(xiv) According to information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xv) In our opinion and according to information and explanations given to us, the Company has not given any guarantees for the loans taken by others from banks or financial institutions.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the company were prima facie applied by the company during the year for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that short term funds to the extent of Rs. 29.00 Crores have been used in funding of a portion of losses.

(xviii) The Company has not made any preferential allotment during the year.

(xix) The Company has not raised any money by public issues during the year.

(xx) To the best of our knowledge and according to information and explanations given to us, no fraud on or by the Company was noticed or reported during the year. For V. MALIK & ASSOCIATES

Chartered Accountants

Firm Registration No: 000155N

VIPIN MALIK

Camp : Kolkata/New Delhi Proprietor

Dated : 30th May, 2013 Membership No. 80468


Mar 31, 2012

1. We have audited the attached Balance Sheet of Gontermann-Peipers (India) Limited as at 31st March, 2012 and also the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that: -

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, subject to accounting policy as stated in Annexure 1 as (i) regarding non-accounting of certain income/expenses on accrual basis, proper books of account, as required by law, have been kept by the company so far as appears from our examination of those books;

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except reported otherwise;

(v) On the basis of written representations received from the directors as on 31st March 2012, we report that none of the director is disqualified as on 31st March 2012 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act 1956. As regards institutional nominee directors, they are exempted from the provisions of Section 274(1 )(g) in view of general circular issued by Department of Company Affairs.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31 st March 2012;

(ii) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date, and

(iii) in the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT TO THE MEMBERS OF GONTERMANN-PEIPERS (INDIA) LIMITED FOR THE YEAR ENDING 31ST MARCH 2012

(i) The nature of the Company's business/activities during the year is such that clause (xiii) and (xiv) of the paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for the year ended 31st March, 2012.

(ii) In respect of its Fixed Assets :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of its inventories:-

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to information and explanations given to us, the procedure of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) As informed to us, the Company has not granted or taken any secured or unsecured loan to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register.

(vii) As informed to us, the company has not accepted any deposits from the public within the purview of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(viii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(ix) 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 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima- facie, the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the records to ascertain whether they are accurate or complete.

(x) According to information and explanations given to us in respect of statutory and other dues:

a. The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess Duty, cess and other statutory dues with the appropriate authorities during the year.

b. According to information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable except for Gratuity aggregating to Rs.107.67 Lacs and ESI Rs.1.21 Lacs.

c. Disputed dues in respect of

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 Hon'ble Calcutta High Court

4.66 1993-1994 Tribunal (Central Excise)

1.39 2002-2003 Joint Commissioner (Central Excise)

8.60 1998-1999 Commissioner Appeal (Central Excise)

2.02 2007-2008 Commissioner Appeal (Central Excise)

2.09 2006-2007 Commissioner Appeal (Central Excise)

5.68 2007-2008 Commissioner Appeal (Central Excise)

4.57 2008-2009 Commissioner Appeal (Central Excise)

0.96 2008-2009 Commissioner Appeal (Central Excise)

0.31 2007-2008 Commissioner Appeal (Central Excise)

6.31 2008-2009 Dy. Commissioner Excise

Sales Tax 34.08 2007-2008 Revision Board of Commercial Tax

15.28 2008-2009 Dy Commissioner of Commercial Tax

Service Tax 11.17 2006-2007 to 2008-2009 Tribunal (Central Excise)

5.38 2009-2010 Commissioner Appeal (Central Excise)

85.57 2004-2005 to 2007-2008 Commissioner Appeal (Central Excise)

have not been deposited since the matters are pending before relevant Appellate Authorities.

(xi) The Company does not have accumulated losses as at 31st March, 2012. The Company has incurred cash loss in the current year but has not incurred any cash loss in the immediately preceding financial year.

(xii) Based on our audit procedure and as per information and explanation given by the management, the company has delayed in repayment of dues to domestic financial institutions, banks during the year to the extent of Rs.1213.33 Lacs which includes Rs.558.10 Lacs towards working capital facilities (delay in such repayments for more than 60 days being Rs.535.09 Lacs). Further Rs.794.88 Lacs of such dues were in arrears as on the balance sheet date which includes Rs.371.81 Lacs towards working capital (the dues in arrears for a period more than 60 days being Rs.215.07 Lacs).

(xiii) According to information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion and according to information and explanations given to us, the Company has not given any guarantees for the loans taken by others from banks or financial institutions..

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the company were prima facie applied by the company during the year for the purpose for which the loans were obtained.

(xvi) According to the information and explanations given to us and on overall examination of the balance sheet of the company, in our opinion, funds raised on short term basis have not been used for long term investment.

(xvii) The Company has not made any preferential allotment during the year.

(xviii) The Company has not raised any money by public issues during the year.

(xix) To the best of our knowledge and according to information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For V. MALIK & ASSOCIATES

Chartered Accountants

Firm Registration No: 000155N

VIPIN MALIK

Camp : Kolkata Proprietor

Dated : 29th May, 2012 Membership No. 80468


Mar 31, 2011

1. We have audited the attached Balance Sheet of Gontermann-Peipers (India) Limited as at 31st March 2011 and also the Profit and Loss Account and Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that: -

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, subject to Note No.1 (i) on Schedule 18 regarding non-accounting of certain income/expenses on accrual basis, proper books of account, as required by law, have been kept by the company so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except reported otherwise;

(v) On the basis of written representations received from the Directors as on 31st March 2011, we report that none of the director is disqualified as on 31st March 2011 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act 1956. As regards institutional nominee directors, they are exempted from the provisions of Section 274 (1) (g) in view of general circular issued by Department of Company Affairs.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2011;

(ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date, and

(iii) in the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT TO THE MEMBERS OF GONTERMANN-PEIPERS (INDIA) LIMITED FOR THE YEAR ENDING 31ST MARCH 2011

(i) The nature of the Company's business/activities during the year is such that clause (xiii) and (xiv) of the paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company for the year ended 31st March 2011.

(ii) In respect of its fixed Assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of its inventories:-

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to information and explanations given to us, the procedure of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) As informed to us, the Company has not granted or taken any secured or unsecured loan to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register.

(vii) As informed to us, the company has not accepted any deposits from the public within the purview of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(viii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(ix) 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 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima- facie, the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the records to ascertain whether they are accurate or complete.

(x) According to information and explanations given to us in respect of statutory and other dues:

a. The company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Custom Duty, Excise Duty, Cess Duty, cess and other statutory dues with the appropriate authorities during the year.

b. According to information and explanations given to us, no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable.

c. Disputed dues in respect of

Nature of the Amount Period to Forum dues (Rs. In which amount where lacs) relates dispute is pending

Excise Duty 209.09 1975 to 1986 Hon'ble Calcutta High Court

4.66 1993-1994 Tribunal (Central Excise")

139 2002-2003 Joint Commissioner (Central Excise)

8.60 1998-1999 Commissioner Appeal ( Central Excise) 2.00 2007-2008 Asstt.Commissioner (Central Excise)

2.09 2006-2007 Dy.Commissioner Excise

5.68 2007-2008 Joint Commissioner (Central Excise)

4.57 2008-2009 Joint Commissioner (Central Excise)

0.31 2008-2009 Dy. Commissioner Excise

1.39 2007-2008 Dy.Commissioner Excise

0.96 2008-2009 Dy.Commissioner Excise

4.41 2008-2009 Dy.Commissioner Excise

Sales Tax 209.92 2006-2007 Dy.Commissioner Appeal.

34.13 2007-2008 Dy.Commissioner Appeal.

Service Tax 11.17 2006-2007 to Joint Commissioner 2008-2009 Service Tax 2.78 2009-2010 Joint Commissioner Service Tax

have not been deposited since the matters are pending before relevant Appellate Authorities.

(xi) The company does not have accumulated losses as at 31st March, 2011 and has not incurred cash losses during the financial year covered by our audit or in the immediately preceeding financial year.

(xii) According to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or bank.

(xiii) According to information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion and according to information and explanations given to us, the Company has not given any guarantees for the loans taken by others from banks or financial institutions.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the company were prima facie applied by the company during the year for the purpose for which the loans were obtained.

(xvi) According to the information and explanations given to us and on overall examination of the balance sheet of the company, in our opinion, funds raised on short term basis have not been used for long term investment.

(xvii) The Company has not made any preferential allotment during the year.

(xviii)The Company has not raised any money by public issues during the year.

(xix) To the best of our knowledge and according to information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.



For V. MALIK & ASSOCIATES Chartered Accountants Firm Registration No: 000155N VIPIN MALIK Proprietor Membership No. 80468

Camp : Kolkata Dated : 30th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Gontermann-Peipers (India) Limited as at 31st March 2010 and also the Profit and Loss Account and Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that: -

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, subject to Note No.1 (i) on Schedule 18 regarding non-accounting of certain income/expenses on accrual basis, proper books of account, as required by law, have been kept by the company so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except reported otherwise;

(v) On the basis of written representations received from the directors as on 31st March 2010, we report that none of the director is disqualified as on 31st March 2010 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act 1956. As regards institutional nominee directors, they are exempted from the provisions of Section 274 (1) (g) in view of general circular issued by Department of Company Affairs.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010;

(ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date, and

(iii) in the case of Cash Flow Statement of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT TO THE MEMBERS OF GONTERMANN-PEIPERS (INDIA) LIMITED FOR THE YEAR ENDING 31ST MARCH 2010

(i) The nature of the Companys business/activities during the year is such that clause (xiii) and (xiv) of the paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year ended 31st March 2010.

(ii) In respect of its fixed Assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the Company has physically verified certain assets during the year in accordance with a programme of verification, which in our opinion provides for physical verification of fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposals during the year.

(iii) In respect of its inventories:- (a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to information and explanations given to us, the procedure of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) As informed to us, the Company has not granted or taken any secured or unsecured loan to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(vi) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, there are no transactions that need to be entered in the register.

(vii) As informed to us, the company has not accepted any deposits from the public within the purview of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(viii) In our opinion, the Company has adequate internal audit system commensurate with the size and nature of its business.

(ix) 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 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima- facie, the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the records to ascertain whether they are accurate or complete.

(x) According to information and explanations given to us in respect of statutory and other dues:

a. The company has been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess Duty, cess and other statutory dues with the appropriate authorities during the year.

b. According to information and explanations given to us, no undisputed amount payable in respect of Income tax, Wealth tax, Sales tax, Custom Duty, Excise Duty and cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

c. Disputed dues in respect of

Nature of Amount Period to which Forum where dispute the dues (Rs. In lacs) amount relates is pending

Excise Duty 209.09 1975 to 1986 Honble Calcutta High Court

4.66 1993-1994 Tribunal (Central Excise)

1.39 2002-2003 Joint Commissioner (Central Excise)

8.60 1998-1999 Commissioner Appeal (Central Excise)

2.00 2007-2008 Asstt. Commissioner (Central Excise)

2.09 2006-2007 Dy. Commissioner Excise

Sales Tax 10.87 1994-1995 Honble Calcutta High Court

209.92 2006-2007 Dy Commissioner Appeal.



have not been deposited since the matters are pending before relevant Appellate Authorities.

(xi) The company does not have accumulated losses as at 31st March, 2010 and has not incurred cash losses during the financial year covered by our audit or in the immediately preceeding financial year.

(xii) According to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or bank

(xiii) According to information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) In our opinion and according to information and explanations given to us, the Company has not given any guarantees for the loans taken by others from banks or financial institutions.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the company were prima facie applied by the company during the year for the purpose for which the loans were obtained.

(xvi) According to the information and explanations given to us and on overall examination of the balance sheet of the company, in our opinion, funds raised on short term basis have not been used for long term investment.

(xvii) The Company has not made any preferential allotment during the year.

(xviii)The Company has not raised any money by public issues during the year.

(xix) To the best of our knowledge and according to information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For V. MALIK & ASSOCIATES

Chartered Accountants

Firm Registration No: 000155N

VIPIN MALIK

Camp : Kolkata Proprietor

Dated : 19th May, 2010 Membership No. 80468

 
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