Directors Report of Jenson & Nicholson (India) Ltd.

Mar 31, 2016

Dear Members,

The Directors submit their report together with Audited Accounts of the Company for the year ended 31^st March, 2016.

FINANCIAL RESULTS (Rs.In Lakhs)

Particulars	Standalone		Consolidated
	2015-2016 (Current Year)	2014 2015 (Previous Year)	2015-2016* (Current Year)
Total Income	3,771	6977	3774
Total Expenditure	4,803	5897	5156
Operational Profit/(Loss)	(1,032)	1079	(1,382)
Profit/(Loss) before Tax, Exceptional/Extra Ordinary Items	(1,382)	1079	(1,382)
Exceptional/Extra Ordinary Items	0	0	0
Profit/(Loss) before Tax	(1,032)	1079	(1,382)
Profit/(Loss) after Tax	(1,032)	1079	(1,382)

‘Subsidiary Company floated on 02/11/2015 so comparable figures for consolidated financial results are not available.

OPERATIONS

The financial year 2015-16 had started on a weak note for the Company. During the financial year 2015-16 the company faced a decline of 54% (approx)in the total revenue in comparison to the previous financial year. The total operating income earned by the company during the year was to the tune of Rs.3770.65 Lakhs over previous years Rs.5268.53 Lakhs (Standalone). The Company did not meet its turnover and profitability targets. However the management expects better growth prospects and operating results in the forthcoming years.

Financial constraints faced by the company over the last several years could not be resolved, Production at Sikandrabad factory remained at the lower volume.

CONSOLIDATED ACCOUNTS

The Consolidated financial statements of your company for the financial year 2015-16, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (LODR) Regulations, 2015 (erstwhile Listing Agreement) as prescribed by the Securities and Exchange Board of India (SEBI). The financial statement has been prepared on the basis of the audited financial statement of Subsidiary as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link: www.jnpaints.com.

SUBSIDIARIES

Your Company has floated a wholly owned Subsidiary in the name & style ‘JENSON & NICHOLSON PAINTS PVT. LTD.'' on November 2, 2015, which lateron turned to subsidiary by introduction of investors investing up to 45% of total equity share capital. Now your Company has only one Subsidiary. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). Further there has been no material change in the nature of business of the subsidiary. Those Shareholders who are interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company. In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC - 1, which is attached herewith as a separate Annexure - 1.

FINANCIAL AND ORGANISATIONAL RESTRUCTURING

The Company''s second reference before the BIFR under the Sick Industrial Company''s (special provisions) ActRs.1985 registered vide case no. 47/2012 was abated by the Hon''ble BIFR on hearing held on 19^th September, 2013, on an application filed by ACRE after acquisition of the Sikandrabad assets. It is further informed that the company has filed a fresh reference application on 21^st February, 2014 before the BIFR under the Sick Industrial Companies (Special Provisions) ActRs.1985. Further vide their letter no. 3(J-1)/BC/2014 dated 20^th March, 2015 the reference have been registered as case no. 34/2015.

DIVIDENDS

The Directors regret their inability to recommend any dividend in view of present position of the Company.

LOANS, GUARANTEES OR INVESTMENTS

The Company has made investment in its wholly owned subsidiary amounting Rs.1,650,000 (refer note 11 in notes on financial statements-Standalone), apart from this Company has not given any loans, guarantees or made any investments hence there is nothing to report in respect of requirement of Section 134(3)(g) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm length basis except assignment of Company''s trademarks for which Company has obtained shareholders'' approval in its AGM held on 29/09/2015.

There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have potential conflict with the interest of Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company.

In Compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2).

SHARES

The paid up Equity Share Capital as on March 31, 2016 was Rs.244,851,190/-. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy relating to directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under sub-section (3) of section 178; The policy is set out in Annexure-3.

PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors in its meeting held on May 27, 2016 has reviewed the performance of the committees, the members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration policy as annexed to this report.

PARTICULAR OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Section 197 (12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-4 to this report and form part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is given in the Annexure-5 hereto.

DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, your Directors hereby confirm that:

a) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

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

d) they have prepared the annual accounts on a going concern basis; and

e) they have laid down internal financial controls to be followed by the company and that such internal financial control are adequate and were operating effectively.

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

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013, does not applicable on company as it does not meet the criteria to fall in that section however Net-Profit mentioned under Section 135 (1) of the Companies Act, 2013 have crossed the limit given in said section in FY 14-15. Accordingly the policy has been framed by the Company on Corporate Social Responsibility and there is no CSR activities initiated due to negative average net profit of the Company calculated during the three immediately preceding financial years therefore there is no reporting requirement pursuant to provisions of Section 134(3)(o) of the Companies Act, 2013.

LISTING OF SHARES

The Company''s Equity Shares are listed on the Calcutta Stock Exchange, Bombay Stock Exchange and National Stock Exchange. Annual Listing Fee of Stock Exchanges has been paid.

CORPORATE GOVERNANCE

As per Regulation 15 (2) of SEBI (LODR) Regulations, 2015, regulation 15-27 does not applicable to all companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year. Accordingly said regulations does not applicable to your Company.

Accordingly your Company is not submitting compliance certificates from CFO and CEO under Regulation 17 (8).

In this context, your Directors have decided not to submit the Corporate Governance report along (including Auditors Certificate as required under Part C of Schedule V). However as soon as the provisions of said regulation become applicable to a company at a later date, the company shall comply with the requirements of within six months from the date on which the provisions became applicable to the company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return pursuant to Section 92(3) of the Companies Act, 2013 in Form No. MGT-9 is laid out in Annexure-6 to this Report.

NO. OF MEETINGS OF THE BOARD

During the twelve months ended March 31, 2016, the Board of Directors met six times on 22^nd May, 2015, 24^th July, 2015, 20^th August, 2015, 6^th November, 2015, 7^th January, 2016 and5^th February, 2016. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS& KEY MANAGERIAL PERSONNEL Directors

During the year under review, Mr. Ranjit Singh resigned from the Board with effect from January 07, 2016. Therefore, the Board had appointed an Independent Director Mr. Ajay Kumar Srivastava in place of Mr. Ranjit Singh w.e.f. January 07, 2016 in compliance with the provisions of Companies Act, 2013. The Board has placed on records deep appreciation of the contribution and guidance rendered by Mr. Ranjit Singh during his tenure as director with the Company.

The Company has received declarations from all Independent Directors that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Regulations.

The Board of Directors has on the recommendation of the Nomination & Remuneration Committee appointed Mr. Ajay Kumar Srivastava as an Additional Director in capacity of Independent Director of the Company w.e.f. January 07, 2016. Mr. Ajay Kumar Srivastava holds office upto the date of the forthcoming Annual General Meeting and he is eligible for appointment as Director of the Company and in this respect the Company has received a notice from a member in writing under section 160 of the said Act, proposing his candidature as a Director of the Company along with the deposit of requisite amount. Accordingly his candidature for appointment as a Director has been included in the Notice convening the forthcoming Annual General Meeting of the Company.

In accordance with the provisions of the section 152(6) of the Companies Act, 2013, Mr. B.C. Srivastava retires by rotation and is eligible for re-appointment. Accordingly his re- appointment has been included in the Notice convening the Annual General Meeting of the Company.

Key Managerial Personnel

Mr. Subrata Roy, Company Secretary & Compliance Officer, has resigned vide his letter dated June 19, 2015, which was considered and approved vide Company''s Board Meeting dated July 24, 2015. The Company had also appointed Mr. Yogesh Kumar Gautam as Company Secretary& Compliance Officer w.e.f August 10, 2015.

AUDIT COMMITTEE

As on the date of the report, of the Audit Committee comprises the following Members:

Mr. N.M.Sahai (Chairman)

Mr. Ranjit Singh (resigned w.e.f. January 7, 2016)

Mr. Faisal Alam

Mr. Ajay Kumar Srivastava (appointed w.e.f. January 7, 2016)

The above composition of the Audit Committee consists of Independent Directors viz. Mr. N. M. Sahai, Mr. Ranjit Singh and Mr. Ajay Kumar Srivastava who form the majority.

There were no recommendations made by Audit Committee which were not accepted by the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY Pursuant to section 177 (10) of the Companies Act,2013 the Board of Directors have formulated a Whistle Blower Policy. The policy provides for a framework and process whereby concerns can be raise by its directors and employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company. The said policy is uploaded on the Company''s website and can be accessed at: www.jnpaints.com/investor-relation.php.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s 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 disclosures.

The internal controls and governance process are duly reviewed for their adequacy and effectiveness through regular testing of key controls by independent internal auditors.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination a harassment including sexual harassment.

The Company has in place a Robust Policy on prevention of sexual harassment of employees lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year under review, no Complaints were received.

RISK MANAGEMENT POLICY

As per requirement of Section 134(3)(n) of the Companies Act, 2013, your Directors have adopted/framed a Risk Management Policy for the Company. This policy forms part of the internal financial control and corporate governance process of the Company. The aim of this policy is not to eliminate risks, rather to manage the risks involved in the Company activities.

STATUTORY AUDITORS

The Auditors M/s. M. Mukerjee & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and have given their consent for re-appointment. The company has received a certificate confirming their eligibility to be reappointed as auditors of the Company in terms of the provisions of section 141 of the Companies Act 2013 and rules framed there under. The resolution for appointment of M/s. M. Mukerjee & Co., as the Statutory Auditors of your Company is being placed at the forthcoming Annual General Meeting.

COMMENT ON AUDITORS’ REPORT

The remarks contain in the Auditor''s Report have been appropriately explained in statement on impact on audit qualification-Standalone & consolidated which forms part of this report.

COST AUDIT

The Ministry of Corporate Affairs (MCA) vide Notification dated 31^st December, 2014 made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2015. As per the Amendment Rules, our Company is exempted from the requirement to conduct Cost Audit. Our Company is required to maintain Cost Audit Records only as turnover of the Company for fy ending 31/03/2015 exceeds 35 Crores.

FIXED DEPOSIT

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.Anuj Gupta, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-7.

The remarks contain in the Secretarial Audit''s Report have been appropriately explained in Annexure-7 (i) to the Director''s Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and analysis is appended as Annexure-8.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF

THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

A wholly owned Subsidiary has been floated in the name & style JENSON & NICHOLSON PAINTS PVT. LTD. on November 2, 2015 for marketing and distributing its products and also raise finance through the subsidiary on the strength of the brands and network and this proposal has been approved by the shareholders in General Meeting held on 29/09/2015.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

Pursuant to Section 134 (3) (q) of the Companies Act,2013 read with Companies (Accounts) Rules, 2014, it is stated that no material order has been passed by any regulator, court or tribunal impacting the Company''s operation and its going concern status during the Financial Year 2015-16.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers and government authorities for their continued support.

For and on behalf of the Board

Sd/- Sd/-

Place : Patna N.M. Sahai B.C.Srivastava

Dated: 28th July, 2016 (Chairman) Managing Director

DIN: 00422704 DIN: 00929674

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Mar 31, 2015

Dear Members,

The Directors submit their report together with Audited Accounts of the Company for the year ended 31st March, 2015.

Financial Results

(Rs. in Lacs)

2014-2015 2013-2014 Particulars (Current Year) (Previous Year)

Total Income 6977 9758

Total Expenditure 5897 6228

Operational Profit /(Loss) 1079 3530

Profit/(Loss) before Tax, Exceptional 1079 3530 /Extra Ordinary Items

Exceptional / Extra Ordinary Items 0 0

Profit/ (Loss) before Tax 1079 3530

Profit / (Loss) after Tax 1079 3530

OPERATIONS

The financial year 2014-15 had started on a weak note for the Company. During the financial year 2014-15 the company faced a decline of 2.36% in the total revenue in comparison to the previous financial year. The total income above includes other income which mainly on account of sale of assets. The total operating income earned by the company during the year was to the tune of Rs. 5268.53Lacs over previous years Rs. 5395.89 Lacs. The Company did not meet its turnover and profitability targets. However the management expects better growth prospects and operating results in the forthcoming years. Financial constraints faced by the company over the last several years could not be resolved. Production at Naihati Factory remained suspended. Production at Sikandrabad factory remained at the lower volume.

FINANCIAL AND ORGANISATIONAL RESTRUCTURING

During the year ended 31st March, 2015, due to non-payment of debts, the surplus land situated at Sikandrabad Plot No. 21 has been sold by Asset Care & Reconstruction Enterprises (ACRE) under SARFAESI Act in exercise of the powers conferred u/s 13(4) of the said Act. ACRE thereafter assigned the loan of Canara Bank to M/s Vivid Colors Pvt. Ltd. on 18th November,2014. After assigning the Canara Bank's Loan by ACRE, the SARFAESI act is automatically withdrawn. Now the company has only one secured lender which is M/s Vivid Colors Pvt. Ltd. and no bank and financial institutions are lenders of the company.

The Company's second reference before the BIFR under the Sick Industrial Company's (special provisions) Act' 1985 registered vide case no.47/2012 was abated by the Hon'ble BIFR on hearing held on 19th September,2013, on an application filed by ACRE after acquisition of the Sikandrabad assets. It is further informed that the company has filed a fresh reference application on 21st February'2014 before the BIFR under the Sick Industrial Companies (Special Provisions) Act' 1985. Further vide their letter no. 3(J-1)/BC/2014 dated 20th March, 2015 the reference has been registered as case no. 34/2014.

DIVIDENDS

The Directors regret their inability to recommend any dividend in view of present position of the Company.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments hence there is nothing to report in respect of requirement of Section 134(3)(g) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

During the year under review, the company has not entered into any transactions referred in sub-section (1) of Section 188 of the Companies Act, 2013 with related parties; hence there is nothing to report in respect of requirement of Section 134(3)(h) of the Companies Act, 2013. Accordingly, the disclosure of Related Party Transactions as required under 134(3)(h) of the Companies Act, 2013 in Form AOC is not applicable. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and relevant Clause of the Listing Agreement during the financial year were in the ordinary course of business and on an arm length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS-18) has been made in the notes to the Financial Statements.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy relating to directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under sub-section (3) of section 178; The policy is set out in Annexure-I.

DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

The ratio of the remuneration of each director to the median employee's remuneration and such other details 2015 are given in the Annexure–II hereto.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Information on Conservation of Energy and Technology absorption by your company as per Section 134(3)(m) of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 is for the year ended 31st March, 2015 are given in the Annexure–III hereto.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of expenditure in foreign exchange are given in Note 19 of Notes to the Financial Statements and Earnings in Foreign Exchange during the year ended 31st March, 2015 was Nil against Nil during the year ended 31st March, 2015.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration stipulated under provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, your Directors hereby confirm that : a) in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the accounting policies have been selected and applied consistently and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2015 and of the profit and loss of the company for that period;

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

d) the annual accounts for the year ended 31st March, 2015 have been prepared on a going concern basis;

e) adequate internal financial controls laid down by the directors were followed by the company and were operating effectively. Based on the framework of internal financial controls including the financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management, the Board is of the opinion that the Company's internal financial controls are adequate and effective during the Financial Year 2014-15.

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013, in respect of Corporate Social Responsibility is not applicable to the Company as the net worth, turnover and net profit (Average Net profit calculated in accordance with the provisions of section 198) during the financial year is less than the stipulated amount. Though the policy has been framed by the Company on Corporate Social Responsibility and there is no CSR activities initiated due to lack of profits therefore there is no reporting requirement pursuant to provisions of Section 134(3)(o) of the Companies Act, 2013.

LISTING OF SHARES

The Company's Equity Shares are listed on the Calcutta Stock Exchange, Bombay Stock Exchange and National Stock Exchange. Annual Listing Fee of Stock Exchanges has been paid.

CORPORATE GOVERNANCE

SEBI has vide its Circular No. CIR/CFD/POLICY CELL/7/2014 September 15, 2014 amended clause 49 of the Equity Listing agreement. The Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. However, compliance with the provisions of Clause 49 shall not be mandatory, for the time being, in respect of Companies having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding Rs. 25 crore, as on the last day of the previous financial year; Provided that where the provisions of Clause 49 becomes applicable to a company at a later date, such company shall comply with the requirements of Clause 49 within six months from the date on which the provisions became applicable to the company.

In this context, your Directors have decided not to submit the Corporate Governance report along with the Auditors Certificates. However as soon as the provisions of Clause 49 become applicable to a company at a later date, the company shall comply with the requirements of Clause 49 within six months from the date on which the provisions became applicable to the company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return pursuant to Section 92(3) of the Companies Act, 2013.in Form No.MGT-9 is laid out in Annexure-IV to this Report. NO. OF MEETINGS OF THE BOARD

During the twelve months ended March 31, 2015, the Board of Directors met four times on 28th May, 2014, 24th July, 2014, 31st October, 2014, 29th January, 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS

During the year under review, the Board had appointed the existing Independent Directors Mr. B. S. Sahay, Mr. N.M. Sahai and Mr. Ranjit Singh as Independent Directors under the Companies Act, 2013.

In the mean time Mr B. S. Sahay resigned from the Board with effect from 31stJuly, 2014. The Board has placed on records its deep appreciation of the contribution and guidance rendered by Mr. B.S. Sahay during his tenure as director with the Company.

Thereafter the Members at the Annual General Meeting held on 18th September, 2014 had approved the appointment of Mr. N. M. Sahai and Mr. Ranjit Singh as Independent Directors under the Companies Act, 2013, for a term of five years each to hold office upto the conclusion of 96th Annual General Meeting to be held in the year 2019.

All the Independent Directors have given declarations that they continue to meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

The Board of Directors has on the recommendation of the Nomination & Remuneration Committee appointed Mrs. Kiran Sahai as Additional Director of the Company w.e.f. 31st October, 2014. Mrs. Sahai holds office upto the date of the forthcoming Annual General Meeting and she is eligible for appointment as Director of the Company and in this respect the Company has received from a member a notice in writing under section 160 of the said Act, proposing her candidature as a Director of the Company along with the deposit of requisite amount. Accordingly her candidature for appointment as a Director has been included in the Notice convening the forthcoming Annual General Meeting of the Company. In accordance with the provisions of the section 152(6) of the Companies Act, 2013, Mr. Faisal Alam retires by rotation and is eligible for re-appointment. Accordingly his re- appointments has been included in the Notice convening the Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors has on the recommendation of the Nomination & Remuneration Committee re-appointed Mr B.C. Srivastava as Managing Director for a further period of 3 years with effect from November, 2014 without any remuneration.

Pursuant to the provisions of section 196(3)(a) of the Companies Act, 2013 his appointment is subject to the approval of shareholders by special resolution and accordingly his re-appointment has been included in the Notice convening the Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr Joginder Batra was confirmed as the Chief Financial Officer w.e.f. from 1st April 2014.

The Company had also appointed Mr Subrata Roy as Company Secretary w.e.f 11th June 2014.

AUDIT COMMITTEE

As on the date of the report, of the Audit Committee comprises the following Members:

- Mr. N.M. Sahai (Chairman)

- Mr. Ranjit Singh

- Mr. Faisal Alam

- Mrs. Kiran Sahai

There were no recommendations made by Audit Committee which were not accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to section 177 (10) of the Companies Act, 2013 the Board of Directors have formulated a Whistle Blower Policy. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The said policy is uploaded on the Company's website and can be accessed at: www.jnpaints.com /investor-relation.php

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

RISK MANAGEMENT POLICY

As per requirement of Section 134(3)(n) of the Companies Act, 2013 the Board of Directors has approved and adopted a Risk Management Policy. The Company is taking steps to identify and address the risks as outlined in the policy.

BOARDS' EVALUATION

In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder the Board of Directors, based on recommendation of the criteria of evaluation laid down by the Nomination and Remuneration Committee, have carried out evaluation of the effectiveness of the Board/ Director(s) Committees for Financial Year 2014-15.

STATUTORY AUDITORS

The Auditors M/s. M. Mukerjee & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have given their consent for re-appointment. The company has received a certificate confirming their eligibility to be reappointed as auditors of the Company in terms of the provisions of section 141 of the Companies Act, 2013 and rules framed thereunder. The resolution for appointment of M/s. M. Mukerjee & Co., as the Statutory Auditors of your Company is being placed at the forthcoming Annual General Meeting.

COMMENT ON AUDITOR'S REPORT

The remarks contain in the Auditor's Report have been appropriately explained in Annexure-V to the Director's Report. COST AUDIT

The Ministry of Corporate Affairs (MCA) vide Notification dated 31st December, 2014 made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the Amendment Rules, our Company is exempted from the requirement to conduct Cost Audit. Our Company has availed the exemption granted by the MCA.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms Indrani Chaudhuri, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-VI.

The remarks contain in the Secretarial Audit's Report have been appropriately explained in Annexure-VI(i) to the Director's Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company has received a letter from National Stock Exchange (NSE) dated April 23, 2015 asking the Company to restate the Financial Statements pertaining to Financial Year 2013-14 on the qualifications raised by the Statutory Auditors as per clause 5(d)(ii) of SEBI circular no. CIR/CFD/DIL/7/2012 dated August 13, 2012 read with SEBI clarificatory circular no. CIR/CFD/DIL/9/2013 dated June 5, 2013 relating to Manner of dealing with Qualified Audit Reports filed by Listed Companies. The company was advised to restate the Financial Statement pertaining to financial year 2013-14 suitably on the qualifications raised by the Statutory Auditors. By this directive the company has to provide Rs. 739.67 Lacs on account of claims by lenders (Banks and Financial Institutions) and Rs. 88306.33 Lacs on account of unprovided interest for the period from 1st April, 2006 to 31st March, 2013.

The company has prepared the financial statements for year 2014-15 without giving the effect of the above directives due to the following reasons:

1. The company is Sick Company within the purview of SICA.

2. This claims/interest pertain to Banks and Financial Institutions, now by virtue of Assignment of Debts, all the secured loans from banks, financial institutions & debenture holders have been settled by M/s Vivid Colors Pvt. Ltd.

3. The company will take the legal opinion and go with the due course of law and act.

If after contesting with the NSE/SEBI, any adverse order will come, then the net worth of the company will be further negative by Rs. 89,046 Lacs.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Pursuant to Section 134(3)(q) of the Companies Act,2013 read with Companies (Accounts) Rules, 2014, it is stated that no material order has been passed by any regulator, court or tribunal impacting the Company's operation and its going concern status during the Financial Year 2014-15.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers and government authorities for their continued support.

For and on behalf of the Board

sd/- sd/-

Place : Patna B.C. Srivastava N. M. Sahai

Dated : 22nd May, 2015 Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors submit their report together with Audited Accounts of the Company for the year ended 31st March, 2014.

Financial Results (Rs in Lacs)

Particulars 2013-2014 2012-2013 (Current Year) (Previous Year)

Total Income 9758 6145

Total Expenditure 6228 6729

Operational Profit /(Loss) 3530 (584)

Profit/(Loss) before Tax, Exceptional 3530 (584) /Extra Ordinary Items

Exceptional / Extra Ordinary Items 0 0

Profit/ (Loss) before Tax 3530 (584)

Profit / (Loss) after Tax 353O (584)

Operations

The financial year 2013-14 had started on a weak note for the Company. During the financial year 2013-14 the company faced a decline of 8.95% in the total revenue in comparison to the previous financial year. The total operating income earned by the company during the year was to the tune of Rs. 5395.89 Lacs over previous years Rs. 5924.71 Lacs. This was mainly due to shortage of working capital in the company. Accordingly the operating profit for the year also witnessed decline in comparison to the last year. The net effect was that the Company did not meet its turnover and profitability targets. However the management expects better growth prospects and operating results in the forthcoming years.

Financial constraints faced by the company over the last several years could not be resolved Production at Naihati Factory remained suspended. Production at Sikandrabad factory remained at the lower volume.

Financial and Organisational Restructuring During the year ended 31 st March'' 2014, the Land & Buildings situated at Panvel has been sold by Asset Care & Reconstruction Enterprises (ACRE) under SARFAESI Act. Also Plant & Machinery situated at Panvel has been sold during the year. The Profits from sale of Land & Building and Plant & Machinery are included in other income.

Further due to non-payment of debts, ACRE has acquired the possession of the SIKANDRABAD PROPERTY situated at Sikandrabad, Plot No. 21 & 22 UPSIDC, Industrial Area, Distt. Bulandshahr, UP in exercise of powers conferred U/s 13(4) of the said Act, on 21st May''2013 and is still continuing.

The Company''s second reference before the BIFR under the sick Industrial company''s (special rovisions) Act'' 1985 regd vide case no.47/2012 was abated by the Hon''ble BIFR on hearing held on 19.09.2013, on a application filed by ACRE after acquisition of the Sikandrabad Assets. It is further informed that the Company has filed a fresh reference application on 21st February''2014 before the BIFR under the Sick Industrial Companies (Special Provisions) Act'' 1985. Dividends

The Directors regret their inability to recommend any dividend in view of present position of the Company.

Conservation of Energy & Technology Absorption

Information on Conservation of Energy and Technology absorption by your company as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31st March, 2014 are given in the Annexure-1 hereto.

Foreign Exchange Earnings and Outgo

Details of expenditure in foreign exchange are given in Note 21 of Notes to the Financial Statements and Earnings in Foreign Exchange during the year ended 31st March, 2014 was Nil against Nil during the year ended 31st March, 2013. Particulars of Employees

None of the employees of the Company was in receipt of remuneration stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, the Directors hereby confirm that :

In the preparation of the annual accounts, the applicable accounting standards have been followed;

- The accounting policies have been selected and applied consistently and the judgments and estimates made, are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2014 and of the profit and loss of the company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

- The annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

Listing of Shares

The Company''s Equity Shares are listed on the Calcutta Stock Exchange, Bombay Stock Exchange and National Stock Exchange. The Company has made application for delisting of shares with Ahmedabad, Bangalore, Delhi and Magadh Stock Exchanges.

Corporate Governance

In compliance with requirements of Clause 49 of the Listing Agreement, a separate Report as Annexure II on Corporate Governance along with the Auditors Certificates on its compliance forms an intergral part of this Report.

COstAuditor

Your Company had appointed M/s. Mitra Bose & Associates, Cost Accountants as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of the Company.

The Cost Audit report for the financial year 2012-13 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2013-14 is within 180 days from 31 st March, 2014.

The Company is seeking the ratification of the Shareholders for the appointment of M/s. Mitra Bose & Associates., Cost Accountants as the Cost Auditors of the Company for the financial year 2014-15 vide resolution no. 4 of the Notice of AGM.

Management Discussion and Analysis

Management discussion and Analysis has been appended to this report in terms of the Listing Agreement is given in Annexure III.

Directors

Mr. Faisal Alam retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Shri N M Sahai, Shri B S Sahay and Shri Ranjit Singh as Independent Directors of your Company up to 5 (five) consecutive years up to on 31 st March,2019.

Appropriate resolutions for the appointment/re-appointment of Directors are being placed before you for your approval at the ensuing Annual General Meeting. The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment/re- appointment as Directors of your Company.

The Company has received declaration from all the Independent directors confirming that they meet the criteria of independence as prescribed both Section 149 (6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

Auditors'' Report

The remarks contain in the Auditor''s Report have been appropriately explained in Annexure IV to the Director''s Report.

Auditors

The Auditors M/s. M. Mukerjee & Co., Chartered Accountants, is due for retirement in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting. M/s. M. Mukerjee & Co., Chartered Accountants is being appointed as the Statutory Auditors of your Company at the ensuing Annual General Meeting. Your Directors recommend their appointment for the ensuing year.

Appreciation

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers and government authorities for their continued support.

For and on behalf of the Board

Gurgaon B.C. Srivastava N. M. Sahai Dated: 28th May,2014 Managing Director Director

---

Mar 31, 2013

The Directors submit their report together with Audited Accounts of the Company for the year ended 31st March, 2013.

Financial Res ults

(Rs.in Lacs) Particulars 2012-2013 2011-2012 (Current Year) (Previous Year)

Total Income 6145 5675

Total Expenditure 6729 5988

Operational Profit /(Loss) (584) (313)

Profit/(Loss) before Tax, Exceptional/ Extra Ordinary Items (584) (313)

Exceptional / Extra Ordinary Items 0 382

Profit/ (Loss) before Tax (584) 69

Profit /(Loss) after Tax (584) 69

Operations

Total income for the year ended 31st March, 2013 amounted to f 6145 Lacs as against f 5675 Lacs for the year ended 31st March, 2012. Acute shortage of working capital is still the main hindrance which has its negative impact on everywhere. Increase in the cost of all inputs remained a matter of concern throughout the year.

Financial constraints faced by the company over the last several years could not be resolved. Production at Naihati Factory remained suspended. Production at Sikandrabad factory remained at the lower volume. Financial and Organisational Restructuring Sale of Panvel Factory could not take a final shape for some reason or the other. However, it is expected to realize better price in the rising real estate market. That the Asset Care and Reconstruction Ltd (ACRE) have acquired the debt and financial assets from the Dombivali Nagari Sahkari Bank Ltd., specified undertaking of the Unit Trust of India, Industrial Investment Bank of India, Punjab National Bank and Canara Bank. The aforesaid debts /financial assets are secured by equitable mortgage of immovable properties of the company and by way of charge on movable plant and machinery and other movables both present and future. In the last year ACRE took possession of the Panvel property in exercise of powers conferred under section 13(4) of the said Act and is still continuing. Description of Immovable Property taken by ACRE Land admeasuring 24,195 Sq yds situated at Panvel (Khanda), taluka-Panvel, Dist. Raigad (Maharashtra) and comprised in Survey no. 102(P),107(p) and 780(Part). The Asset care and Reconstruction Ltd. (ACRE) have advertised for the sale of Panvel Factory to realise their dues.

The Company''s earlier reference before the Board for Industrial & Financial Reconstruction (BIFR) under the Sick Industrial Companies (Special Provisions) Act,1985 registered vide Case no. 395/2003 was abated by the Hon''ble BIFR on hearing held on 20"'' April. 2012 on a application filed by ACRE after acquisition of the aforesaid assets. It is further informed that the Company have filed a fresh reference application before the Board for : Industrial & Financial Reconstruction (BIFR) under the Sick Industrial Companies (Special Provisions) Act,1985 registered vide Case no. 47/2012 and subsequently the company is declared as a sick compnay under section 3(1)(o) of the Sick industrial Companies (Special Provision) Act, 1985 vide order dated 17th December 2012 by Hon''ble BIFR. Futhur. ACRE has also aquire the possession of Sikandrabad Property, the entire movable assets including Current Assets situated at Plot No. 21 & 22, Sikandrabad Industrial Area, Dist.

Bullandshahar (U.P.) in exercise of power conferred under section 13(4) of the said Act, on 21 st May 2013.

Dividends

The Directors regret their inability to recommend any dividend in view loss and present position of the Company. Conservation of Energy & Technology Absorption Information on Conservation of Energy and Technology absorption by your company as per Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31st March, 2013 are given in the Annexure-I hereto.

Particulars of Employees None of the employees of the Company was in receipt of remuneration stipulated under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Directors'' Responsibility Statement Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed ;

- The accounting policies have been selected and applied consistently and the judgments and estimates made, are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 * March, 2013 and of the profit and loss of the company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The annual accounts for the year ended 3.1a March, 2013 have been prepared on a going concern basis.

Foreign Exchange Earnings and Outgo Earnings/Outflow of Foreign Exchange during the year ended 31s'' March, 2013 was nil against nil during the year ended 31st March, 2012.

Listing of Shares The Company''s Equity Shares are listed on the Calcutta Stock Exchange, Bombay Stock Exchange and National Stock Exchange. The Company has made application for delisting of shares with Ahmedabad, Bangalore, Delhi and Magadh Stock Exchanges.

Corporate Governance

The report of the Corporate Governance certified by

M. Mukerjee & Co., Statutory Auditors confirming compliance as stipulated in Clause 49 of the Listing Agreement has been set out in Annexure II.

Cost Auditor

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditor, your board has reappointed M/s Mitra Bose & Associates, as the Cost Auditor of your company for the F/Y 2012-13 to conduct the audit of the cost records of the company.

The Cost Audit Report for the F/Y 2011 -12, due on 28th February 2013 was filed by the Cost Auditor on 28th February, 2013. Further for the F/Y 2012-13 due date for submission of Cost Audit Report is 27th September, 2013.

Management Discussion and Analysis

Management discussion and Analysis has been appended to this report in terms of the Listing Agreement is given in Annexure III. Directors

Mr. B.S. Sahay & Mr. Ranjit Singh retire by rotation and being eligible offer himselves for re-appointment. Auditors''Report The remarks contain in the Auditor''s Report have been appropriately explained in Annexure IV to the Director''s Report. Auditors

M/s. M. Mukerjee & Co., Chartered Accountants, retiring Auditors have been proposed for reappointment at the Annual General Meeting.

Appreciation

The Director''s wish to put on recored their appreciation for the support and contribution made by the employees at all levels towards the operation. The Director''s also wish to place on record their appreciation for the help and support extended by the Banks and Financial Institutions during the year under review.

For and on behalf of the Board

Place : Gurgaon B.C. Srlvastava

Dated : 28* May, 2013 Managing Director

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Mar 31, 2012

The Directors submit their report together with Audited Accounts of the Company for the year ended 31st March, 2012.

Financial Results

Particulars 2011-2012 2010-2011 (Current Year) (Previous Year)

Total Income 5675 4788

Total Expenditure 5988 5290

Operational Profit/(Loss) (313) (502)

Profit/(Loss) before Tax, Exceptional/ Extraordinary Items (313) (502)

Exceptional / Extra Ordinary Items 382 101

Profit/(Loss) before Tax 69 (401)

Profit / (Loss) after Tax 69 (401)

Operations

Total income for the year ended 31st March, 2012 amounted to 5675 Lacs as against 4788 Lacs for the year ended 31st March, 2011. Acute shortage of working capital is still the main hindrance which has its negative impact on everywhere. However, introduction of good product mix and high value premium products helped the Company to realize better margin. Increase in the cost of all inputs remained a matter of concern throughout the year.

Financial constraints faced by the company over the last several years could not be resolved. Production at Naihati Factory remained suspended. Production at Sikandrabad factory remained at the lower volume. Financial and Organisational Restructuring Company's efforts for restructuring is yet to take a positive shape The company has been able to find some strategic investor and with the assistance extended by them, has been able to settle the dues all most of all the secured creditors. The Company has been able to settle with nearly 92% of its secured creditors. During the year the company has repaid the Loan of FUJI Bank (Kotak Bank) under One Time Settlement. Sale of Panvel property also could not take a final shape for some reason or the other. However, it is expected to realize better price in the rising real estate market. That the Asset Care and Reconstruction Ltd (ACRE) has acquired the debt and financial assets from the Dombivali

Nagari Shahkari Bank Ltd., Specified Undertaking of the Unit Trust of India, Industrial Investment Bank of India and Punjab National Bank. The aforesaid debts /financial assets are secured by equitable mortgage of immovable properties of the company and by way of charge on movable plant and machinery and other movables both present and future. The ACRE under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act,2002 and in exercise of powers conferred under section 13(12) read with rule 9 of the security interest(Enforcement) Rules 2002 issued Demand Notice dated 21.11.2011 calling upon the company to repay the amount mentioned in the said notice being Rs. 10280.82 Lacs. The Company have failed to repay the amount, so the ACRE has taken position of the Panvel Property in exercise of powers conferred under section 13(4) of the said act on 9th February, 2012. Description of Immovable Property Taken by ACRE Land admeasuring 24,195 Sq yds situated at Panvel (Khanda), taluka-Panvel, dist. Raigad (Maharashtra) and comprised in Survey no. 102(P),107(p) and 780(Part). The Company's earlier reference before the Board for Industrial & Financial Reconstruction (BIFR) under the Sick Industrial Companies (Special Provisions) Act, 1985 registered vide Case no. 395/2003 was abated by the Hon'ble BIFR on hearing held on 20th April,2012 on a application filed by ACRE after acquisition of the aforesaid assets. It is further informed that since the Company owns 2 other Factories at Naihati and Sikandrabad, the industrial character of the Company is persisting. The Company is going to file fresh reference to the BIFR. Dividends

The Directors regret their inability to recommend any dividend in view of the present position of the Company. Conservation of Energy & Technology Absorption Information on Conservation of Energy and Technology absorption by your company as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for the year ended 31s1 March, 2012 are given in the Annexure-I hereto. Particulars of Employees

None of the employees of the Company was in receipt of remuneration stipulated under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975. Directors' Responsibility Statement Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed ;

- The accounting policies have been selected and applied consistently and the judgments and estimates made, are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit and loss of the company for that period;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- The annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

Foreign Exchange Earnings and Outgo

Earnings/Outflow of Foreign Exchange during the year ended 31st March, 2012 was nil against nil during the year ended 31st March, 2011.

Listing of Shares

The Company's Equity Shares are listed on the Calcutta Stock Exchange, Bombay Stock Exchange and National Stock Exchange. The Company has made application for delisting of shares with Ahmedabad, Bangalore, Delhi and Magadh Stock Exchanges.

Corporate Governance

The report of the Corporate Governance certified by M. Mukerjee & Co., Statutory Auditors confirming compliance as stipulated in Clause 49 of the Listing Agreement has been set out in Annexure II.

Cost Auditor

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditor, your board has proposed the appointment M/s Mitra Bose & Associates, as the Cost Auditor of your company for the F/Y 2011-12 to conduct the audit of the cost records of the company.

For the F/Y 2011-12, due date for submission of Cost Audit Report is 27th September, 2012.

Management Discussion and Analysis

Management discussion and Analysis has been appended to this report in terms of the Listing Agreement is given in Annexure III.

Directors

Mr. B.C. Srivastava was appointed as an additional director at the board meeting held on 3rd November, 2011. A notice pursuant to Section 257 of the Companies Act, 1957 has been received from a member proposing the name of Mr. Srivastava as a Director.

Mr. B. C. Srivastava was also appointed as the Managing Director for a period of 3 years effective from that date without any remuneration.

Mr. Faisal Alam was appointed as an additional director at the board meeting held on 3,d November, 2011. A notice pursuant to Section 257 of the Companies Act, 1957 has been received from a member proposing the name of Mr. Alam as a Director.

Mr. A. S. Varma erstwhile Chairman and Managing Director expired on 29th August, 2011. He was associated with the company in different capacities for nearly four decades. The Board of Directors deeply mourned the sad demise of Mr. Varma and placed on record their appreciation for the services rendered by him during his active association with the company.

Mr. Gopal Ji resigned from the Board effective from August 18, 2011. Mr.V.S.Varma resigned from the board on 7th January, 2012 respectively. The Board placed on record their appreciation of the services rendered by Mr. Gopal Ji and Mr. V.S. Varma during their association with the company.

Mr. N.M. Sahai retire by rotation and being eligible offers himself for re-appointment.

Auditors' Report

Observations made in para 4(i) & (ii) of the Auditors' Report are self explanatory and for further details reference is made to schedules 6.5, 6.6 and 8.1 to 8.5 of the accounts. Observations also made in para ix)(a),x),xv),xix). of the Annexure to the Auditors' Report are self explanatory.

As regards observations made in para ix)(b) and xi) of the Annexure to the Auditors' Report are self explanatory and for further details reference is made to schedule 3 & 6 of the accounts. Necessary remedial measures have been initiated by the company.

Auditors

M/s. M. Mukerjee & Co., Chartered Accountants, retiring Auditors have been proposed for reappointment at the Annual General Meeting.

Appreciation

Industrial relations remained cordial during the period under review. Your Directors place on record their appreciation for the support and contribution made by the employees at all levels. Your Directors also wish to place on record their appreciation for the help and support extended by the Banks and Financial Institutions during the year under review.

For and on behalf of the Board Place : Patna B.C. Srivastava

Dated : 29,th May, 2012 Managing Director

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Mar 31, 2010

The Directors submit their report together with the Audited Accounts of the Company for the year ended 31st March, 2010.

Financial Results

(Rs.in Lacs)

Particulars 2009-2010 2008-2009

(Current Year) (Previous Year)

Total Income 4000 3922

Total Expenditure 4051 4210

Operational Profit/(Loss) (52) (287)

Interest 172 171

Depreciation 212 214

Profit/(Loss) before Tax,

Exceptional/Extra Ordinary Items (436) (673)

Exceptional/Extra Ordinary Items 110 (81)

Profit/(Loss) before Tax (326) (754)

Provision for Tax - 7

Profit/(Loss)after Tax before

Prior period items, (326) (761)

Prior Period Items 62 -

Profit/((Loss) after Tax (387) (761)

Profit/(Loss) brought forward

from previous year (47083) (46321)

Balance Carried to Balance

Sheet (47470) (47083)

Operations

Total income for the year ended 31st March, 2010 is Rs.4,000 Lacs against Rs. 3,922 Lacs for the year ended 31st March, 2009. Shortage of working capital is still a big hindrance in the improvement of performance.However.good product mix and greater focus on high value products,helped the com- pany to realize better margin inspite of constant pressure on cost escalation .Production at Naihati Factory remained sus- pended. Production at Sikandrabad factory continued at the lower level. Financial constraints faced by the company over the last several years still remains unresolved.

Financial and Organisational Restructuring

Companys efforts for restructuring is likely to take a positive shape. The Company has been able to find some strategic investor and with the assistance extended by them, decided to settle the secured creditors on negotiations. However, much of restructuring depends on the sale of Panvel property which could not be formalized beacuse of the inability on the part of the bidder to keep the commitment as a result of economic melt down and depressed real estate market. The matter has been taken up witrrtHe Assests sale Committee to find out a way. The real estate market is picking up gradually and hopefully the company would be able to tide over the situation shortly.

Information pursuant to Section 217 of the Companies Act, 1956

A) Conservation of Energy & Technology Absorption

Every effort is there for optimal use of energy and minimize the cost for energy consumption through close monitoring.

Information pursuant to section 217(1) (e) of the com- panies Act.,1956 read with the Companies (Disclo- sures of Particulars in the Report of Board of Direc- tors), Rules, 1988, for the year ended 31st March,2010 are given in the Annexure-I hereto.

B) Particulars of Employees

Particulars of Employees under Section 217(2A) of the Companies Act, 1956.

Nil.

C) Directors Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Act, the Directors state that :

a) In the preparation of the accounts for the year ended 31st March, 2010, applicable accounting standards have been followed with no material departure;

b) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the loss for the year ended on that date;

c) Your Directors have taken proper and sufficient care for the maintenance of adequate account- ing records in accordance with the provisions of the Act for safeguarding the assets of the Com- pany and for preventing and detecting fraud and other irregularities.

d) The accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

Foreign Exchange Earnings and Outgo

1. Earnings of Foreign Exchange during the year ended 31st March, 2010 was Rs. NIL Lacs against Rs. NIL Lacs during the year ended 31st March, 2009.

2. The outflow of foreign Exchange during the year ended 31st March, 2010 was Rs. NIL lacs against Rs. 15.03 Lacs during the year ended 31st March, 2009.

Listing of Shares

Ordinary Shares of the Company continued to be listed with the Calcutta, Mumbai and National Stock Exchange.

The Company has made application for delisting of shares with Ahmedabad, Bangalore, Delhi and Magadh Stock Ex- changes.

Corporate Governance

The report of the Corporate Governance certified by M. Mukerjee & Co.,Statutory Auditors confirming compliance as stipulated in Clause 49 of th. Listing Agreement has been set out in Annexure II.

Management Discussion and Analysis

Management discussion and Aialysis has been appended to this report in terms of the L;ting Agreement is given in Annexure III.

Directors

Mr. Ranjit Singh was appointed s an Additional Director at the Board Meeting held on 28th Jiy, 2009 pursuant to Article 91 of the Articles of Association ani Section 260 of the Com- panies Act, 1956. However, his temre expired on the day of the Annual General Meeting held n 22" September,2009. Mr.Singh was again appointed as ,n Additional Director at the Board Meeting held on 29th Oc:>ber,2009 to hold office upto the date of ensuing Annual Geieral Meeting. A notice has been received from a member imposing the name of Mr.Singh for appointment as a Direcsr.

Mr.Arun Ramanathan has been apposed as Special Direc- tor by the Board for Industrial and Finncial Reconstruction.

Mr. Gopal Ji retires and being eligible ofers himself for reap- pointment.

Auditors Report

Observations made in paras 4(i) and 4w) of the Auditors Report are self explanatory and for furthtr details reference is made to schedules 16 &17 of the accounts. Necessary remedial measures have been initiated in espect of item nos.4(ii) and 4(iii) of the Auditors Report.

Auditors

M/s. M. Mukerjee & Co., Chartered Accointants, retiring Auditors have been proposed for reappointmmt at the Annual General Meeting.

Appreciation

Industrial relations remained cordial during he period under review. Your Directors place on record theiiappreciation for the support and contribution made by the smployees at all levels. Your Directors also wish to placeon record their appreciation for the help and support extenod by the Banks and Financial Institutions during the year uider review.

For and on behlf of the Board

Place : Patna

A. S. Varma

Date: 28th May, 2010 Chairman