Notes to Accounts of Jenson & Nicholson (India) Ltd.

Mar 31, 2016

1. Till 1982, 5,25,000 Ordinary Shares were allotted as fully paid up by way of bonus shares, by capitalization of Reserves.

2. b) 7,50,000 Ordinary shares were allotted as fully paid bonus shares in 1991-92 by capitalization of General Reserves and Share Premium Account.

3. c) 1,14,17,057 Ordinary Shares of Rs.2/- each fully paid were allotted to promoters’ group and overseas corporate bodies at a premium of Rs.7.40 per share on conversion of the Optionally Convertible Debentures amounting to Rs.1000.42 lacs issued to them and interest thereon.

4. d) 53,19,148 Ordinary Shares of Rs.2/- each fully paid were allotted to Unit Trust of India on conversion of the Optionally Convertible Debentures amounting to Rs.500.00 lacs issued to them at a premium of Rs.7.40 per share.

Of the above Preference Shares :

5. 10,00,000 14.5% Cumulative Redeemable Preference Shares of Rs.100/- each issued in three tranches in 1997-98 redeemable at par at the end of the fifth year from the dates of allotment, i.e., 25.09.2002, 27.10.2002 and 08.12.2002 with option for early redemption not exceeding 25% of the aggregate of the Preference Shares outstanding at the end of the fourth year from the date of the allotment, i.e., 25.09.2001, 27.10.2001 and 08.12.2001. These Preference Shares have not been redeemed as yet.

6. 7,00,000 14% Cumulative Redeemable Preference Shares of Rs.100/- each issued in two tranches in 1998-99 are redeemable at par at the end of the fifth year, sixth year and seventh year from the respective dates of allotment i.e., 01.02.2004 and 09.02.2004, 01.02.2005 and 09.02.2005 and 01.02.2006 and 09.02.2006 in the proportion of 30%, 30% and 40% respectively. The Preference Shareholders had filed a notice for redemption of the aforesaid preference shares.

7. Term Loan from Banks and financial institutions (United Bank of India, Dombivli Nagari Sahakari Bank Ltd,PNB, Indian Overseas Bank,IIBI,and IDBI) are secured by equitable mortgage of immovable properties of the Company and by way of charge on movable plant and machinery, machinery spares, tools and accessories and other movables both present and future. The Term Loan from IIBI included in the above loans is also guaranteed by two of the Promoters of the Company. Term loans from IDBI, United Bank of India and Indian Overseas Bank have been assigned in favour of Vivid Colors Pvt Ltd through Sirius Financial Services Pvt. Ltd. The term loan from Dombivli Nagari Sahakari Bank Ltd, IIBI, Canara Bank and Punjab National Bank has been assinged in favour of Vivid Colors Pvt. Ltd. through Asset Care & Reconstruction Enterprise Ltd (ACRE)

8. The company has stopped providing interest on all loans from Banks and Financial Institutions whether secured and unsecured w.e.f. 01.04.2006 on the ground that these loans would have been declared NPA by them.

9. The Security given to secured lenders in fixed assets had been charged in favour of M/s Vivid Colors Pvt Ltd with the Registrar of companies after they took the assignment of all the loans. 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.

10. Cash credit and working capital loan from banks are secured by way of charge on Company''s stocks (not relating to plant and machinery), bills receivable, book debts and other movables both present and future except for certain Jensomatic Automatic Machines hypothecated by way of a first charge in favour of a banker. Temporary over limit taken from a bank is also guaranteed by one of the Directors of the Company. Cash Credit and working capital loans from State bank of India, Bank of Baroda, Bank of India and Union Bank of India have been assigned in favour of Vivid Colors Pvt Ltd through Sirius Financial Services Pvt. Ltd and for Allahabad Bank & Standard Chartered Bank Global Trust Bank (OBC) have been assigned in favour of Vivid Colors Pvt Ltd.

11. Bill Discounting facility from SIDBI is secured by acharge on whole of the immovable properties of the Company together with building, Plant and Machinery and other items attached to the earth or permanently fastened to earth. Subsequently the entire loan has been assigned in favour of Vivid Colors Pvt Ltd through Sirius Financial Services Pvt. Ltd

12. Loans include Rs.500 lacs received from Global Trust Bank (OBC) originally as Short term in 1997-98 for a period of six months as advance for issue of secured Redeemable Non-Convertible debentures of Rs.100/- each which was subsequently renewed for a further period of six months. No repayment has been made nor any debenture has been issued as yet. Now it has been categorized as Short term as per as per Schedule VI requirements. The entire loan has been assigned in favour of M/s Vivid Colors Pvt Ltd.

13. Includes Rs.500 lacs as Short Term loan from M/s SBI Home Finance Ltd, the entire loan has been assigned in favour of Vivid Colors Pvt Ltd through Sirius Financial Services Pvt. Ltd

14. The company has stopped providing interest on all loans from Banks and Financial Institutions whether secured and unsecured w.e.f. 01.04.2006 on the ground that these loans would have been declared NPA by them.

15. Short Term Borrrowings from other parties amounting to Rs.3523.75 lacs (previous year 3507.25 lacs) secured by mortgaged of Trade mark and Goodwill. During the year Company has taken a loan of Rs.16.50 Lacs as Temporary Advance.

16. The Security given to secured lenders in fixed assets had been charged in favour of M/s Vivid Colors Pvt Ltd with the Registrar of companies after they took the assignment of all the loans. 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.

17. Rs.8,00,00,000/-, 20.5% Non-Convertible Debentures of Rs.100/- each redeemable at 5% premium privately placed with IDBI are redeemable in three tranches amounting to Rs.200 lacs, Rs.400 lacs and Rs.200 lacs on 1st January, 2004, 2005 and 2006. However they said debenture has not been redeemed. Subsequently the entire loan has been assigned in favour of Vivd Colors Pvt Ltd through Sirius Financial Services Pvt. Ltd.

18. Rs.1,00,00,000, 15% Non-Convertible Debentures of Rs.100/- each privately placed with NIA were redeemable at the end of the third year from the date of allotment i.e., 25th February, 2003 at par. However the said debenture has not been redeemed yet.

19. Rs.5,00,00,000, 15% Non-Convertible Debentures of Rs.100/- each privately placed with UTI are redeemable in three tranches of equal amount at the end of the 4th, 5th and 6th year from the date of allotment i.e., on 18th October, 2003, 2004, 2005 respectively at par. The entire loan has been assigned in favour of Vivid Colors Pvt. Ltd. through Asset Care & Reconstruction Enterprises Ltd (ACRE).

20. Rs.10,00,00,000, 13.5% Optionally Convertible Debentures issued to UTI consisting of Part A (10,00,000 Debentures) of Rs.50/- each converted into Equity Shares of Rs.2/- each at a premium of Rs.7.40 on 30th November, 2001.Optional Part B (10,00,000 Debentures) of Rs.50/- each convertible into Equity Shares of Rs.2/- each at a premium of Rs.7.40 on notice being served. If option is not exercised, it shall be redeemed at par in 3 equal installments on 31st May, 2004, 2005, 2006 respectively. However nothing has happened on this front as yet. The entire loan has been assigned in favour of Vivid Colors Pvt. Ltd. through Asset Care & Reconstruction Enterprises Ltd (ACRE).

21. All the Non-Convertible Debentures and Optionally Convertible Debentures are to be secured by an equitable mortgage of the Company’s all immovable properties both present and future and hypothecation of other movable assets save and except stock and book debts (by way of second charge) ranking pari-passu with mortgage / charge created in favour of Vivid Colors Pvt Ltd Security documentations are pending for 15% NCD placed with NIA, 15% NCD placed with UTI and 13.5% OCD placed with UTI.

22. ‘The Company revalued its freehold land, buildings and plant & machinery as at 30.06.85 and thereafter on 30.09.95 further revalued its land and building.

These revaluations resulted in net increase in value of assets by Rs.334063 as at 30th September, 1995 which was credited to Revaluation Reserve.

23. The company''s second reference before the Board for Industrial and Financial Reconstruction (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 Sikanderabad assets. It is further informed that the company has filed a fresh reference application on 21th February, 2014 before the Board for Industrial and Financial Reconstruction (BIFR) under the sick Industrial companies (Special Provisions) Act, 1985. The reference has been registered as case no. 34/2015 vide their letter no. B(J-1)/BC/2014 dated March 20, 2015.

24. The company has incorporated a wholly owned subsidiary in the name of Jenson & Nicholson Paints Pvt. Ltd. (JNPL) in the month of November,

2015 thereafter the company has entered into a Trademark License cum Assignment agreement with the subsidiary JNPL to use the trademark of the company and start marketing activities. The subsidiary allotted equity shares on preferential allotment basis to the investors, by virtue of this allotment, Company''s shareholding reduced to 55% in the subsidiary JNPL. The subsidiary has started all activities of marketing and selling decorative paints and related products and the like all sales activities of the company January, 2016 onwards.

25. DEFERRED TAX

In view of carry forward losses, in drawing up the Accounts, the Company has not considered the impact of Net Deferred tax assets after setting off deferred tax liability arising out of timing difference. Deferred Tax Assets have not been recognized in accounts since it cannot be stated with reasonable certainty that there will be sufficient future income to recover such deferred tax assets.

26. SEGMENT REPORTING

As the Company''s business activity falls within a single business segment viz. paints and the sales substantially being in the domestic market, the financial statements are reflective of the information required by Accounting Standard 17 “Segment Reporting”, referred to in section 133 read with Rule 7 of Companies (Accounts), Rules, 2014.

27. RELATED PARTIES

Related party disclosures in accordance with the Accounting Standard (AS-18) referred to in section 133 read with Rule 7 of Companies (Accounts), Rules, 2014, the related parties are as follows:

28. Debts Restructuring

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. The security given to secured lenders in fixed assets has also been charged in favour of M/s Vivid Colors Pvt. Ltd., with the Registrar of Companies after they took the assignment of loan. 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.

29. 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.

---

Mar 31, 2015

1. The company's second reference before the Board for Industrial and Financial Reconstruction (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 21stFebruary, 2014 before the Board for Industrial and Financial Reconstruction (BIFR) under the Sick Industrial Company's (Special Provisions) Act, 1985. The reference has been registered as case no. 34/2014 vide their letter no. 3(J-1)/BC/2014 dated March 20, 2015.

2. Due to non-payment of debts, Asset Care Reconstruction Enterprises Limited (ACRE) had acquired the possession of SIKANDRABAD PROPERTY situated at Sikandrabad, Plot No.21 & 22 UPSIDC, Industrial Area, Distt. Bulandshahar, UP in exercise of powers conferred u/s 13(4) of the said Act, on 21st May,2013, During this year, 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 assignment of 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.

3. DEFERRED TAX

In view of carry forward losses, in drawing up the Accounts, the Company has not considered the impact of Net Deferred tax assets after setting off deferred tax liability arising out of timing difference. Deferred Tax Assets have not been recognized in accounts since it cannot be stated with reasonable certainty that there will be sufficient future income to recover such deferred tax assets.

4. SEGMENT REPORTING

As the Company's business activity falls within a single business segment viz. paints and the sales substantially being in the domestic market, the financial statements are reflective of the information required by Accounting Standard 17 "Segment Reporting", notified under the Companies (Accounting Standards) Rules, 2006.

5. RELATED PARTIES

Related party disclosures in accordance with the Accounting Standard (AS-18) issued by the Institute of Chartered Accountants of India, the related parties are as follows:

A) Enterprise Under Common Control

- Maurya Management Pvt. Ltd

- Bihar Hotels Ltd.

6. Debts Restructuring

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. The security given to secured lenders in fixed assets has also been charged in favour of M/s Vivid Colors Pvt. Ltd., with the Registrar of Companies after they took the assignment of loan. 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.

7. 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.

8. Letter from NSE relating to Manner of dealing with Qualified Audit Reports filed by Listed Companies Receipt from National Stock Exchange (NSE) letter 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 made 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. These 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. 89046 Lacs.

---

Mar 31, 2014

1. The company''s second reference before the Board for Industrial and Financial Reconstruction (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 a application filed by ACRE after acquisition of the Sikandrabad Assets

It is further informed that the company have filed a fresh reference application on 21st February,2014 before the Board for Industrial and Financial Reconstruction (BIFR) under the sick Industrial companies (Special Provisions) Act, 1985.

2. During the year ended 31 st March,2014 the Land and Building situated at Panvel has been sold by Asset Care Reconstruction Enterprises Limited (ACRE) under Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest(SARFAESI) Act. Also Plant & Machinery situated at Panvel has been sold during the year. The profit from sale of Land & Building and Plant & Machinery are included in other income.

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

4. Contingent liabilities not provided for in respect of:

Particulars 31 March,2014 31March,2013 Rs in lacs Rsin lacs

1 Sales Tax Matter under Appeal 253.30 255.92

2 Income Tax Matter under Appeal 39,29 39.29

3 Panvel octroi under dispute 71,91 71.91

4 Excise Duty under Appeal 567.91 536.45

5 Interest on custom duty payable 285.12 266.40

6 Arrear Pref. Share Dividend 3645 3402.00

7 Interest payable under dispute 739.67 739.67

8 Interest on loans taken from banks, financial institutions and other lenders which has not been provided after 31 st March''2006. 112655.45 88306.33

9 Claim against the company not acknowledged 12461.81 9774.18 as debts.

10 Claim against the company for given corporate guarantees including interest thereon 18150.30 15285.78

11 Interest on loan from Vivid Color Pvt. Ltd. 2572.90 2075.13

12 Claim by Kolkata Port Trust on account 191.97 171.52 of difference in rent.

5. DEFERRED TAX

In view of carry forward losses, in drawing up the Accounts , the Company has not considered the impact of Net Deferred tax assets after setting off deferred tax liability arising out of timing difference. Deferred Tax Assets have not been recognized in accounts since it cannot be stated with reasonable certainty that there will be sufficient future income to recover such deferred tax assets.

6. SEGMENT REPORTING

As the Company''s business activity falls within a single business segment viz. paints and the sales substantially being in the domestic market, the financial statements are reflective of the information required by Accounting Standard 17 "Segment Reporting", notified underthe Companies (Accounting Standards) Rules, 2006.

7. RELATED PARTIES

Related party disclosures in accordance with the Accounting Standard (AS-18) issued by the Institute of Chartered Accountants of India, the related parties are as follows:.

A) Enterprise Under Common Control - Maurya Management Pvt. Ltd -Bihar Hotels Ltd.

Note:

1 .No amount has been written off/ written back during the year in respect of debts due from or to the related parties.

2.Figures in brackets denote the amount receivable.

8. By virtue of Memorandum of understanding between the lender, investors and the company on various dated all rights, power of the lenders consisting of banks, financial institutions & debenture holders, a major portion of secured loan shall be settled by an investor and during this intervening period all the power of the lenders shall remain suspended after execution of MOU till assignment of debts to the investor. The investor shall assume all the risks and litigation claimed by lenders and provide suitable indemnity to the secured lenders in this regard and accordingly modification of charge in favour of the investors are required to be made.

In view of above interest on loans taken from Banks and Financial Institutions has not been provided for in the accounts since 2006.

---

Mar 31, 2013

1. The company''s earlier reference before the Board for Industrial and Financial Reconstruction (BIFFt) under the sick Industrial company''s (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 the company have filed a fresh reference application before the Board for Industrial and Financial Reconstruction (BIFR) under the sick Industrial companies (Special Provisions) Act, 1985 and is registered vide case no. 47/2012 and subsequently the company is declared as a sick company under section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 vide order dated 17th December, 2012 by the Hon''ble BIFR. The board appointed IFCI as Operating Agency (OA) for Draft Rehabilitation Scheme (DRS). The future viability of the operation depends on the acceptability of the Rehabilitation package. The company is in the process of finalization of DRS.

2. Contingent liabilities not provided for In respect of:

S. No. Particulars 31st March,2013 31st March, 2012 (Rs.In lacs) (Rs.in lacs)

1. Sales Tax Matter under Appeal 255.92 182.76

2. Income Tax Matter under Appeal 39.29 44.99

3. Panvel octroi under dispute 71.91 71.91

4. Excise Duty under Appeal 536.45 404.51

5. Interest on custom duty payable 266.40 247.68

6. Arrear Pref. Share Dividend 3402.00 3,159.00

7. Interest payable under dispute 739.67 739.67

8. Interest on loans taken from banks, financial institutions and other lenders which has not been 88306.33 67,740.16 provided after 31st March''2006

9. Claim against the company not acknowledged as debts. 9774.18 7,696.87

10. Claim against the company for given corporate guarantees including interest thereon 15285.78 12,873.87

11. Interest on loan from Vivid Color Pvt Ltd : 2075.13 1,617.17

12. Claim by Kolkata Port Trust on account of difference in rent 171.52 156.38

3. DEFERREDTAX

In view of carry forward losses, in drawing up the Accounts, the Company has not considered the impact of Net Deferred tax assets after setting off deferred tax liability arising out of timing difference. Deferred Tax Assets have not been recognized in accounts since it cannot be stated with reasonable certainty that there will be sufficient future income to recover such deferred tax assets.

4. SEGMENT REPORTING

As the Company''s business activity falls within a single business segment viz.''paints and the sales substantially being in the domestic market, the financial statements are reflective of the information required by Accounting Standard 17 "Segment Reporting", notified under the Companies (Accounting Standards) Rules, 2006.

5. RELATED PARTIES

Related party disclosures in accordance with the Accounting Standard (AS-18) issued by the Institute of Chartered Accountants of India, the related parties are as follows:.

A) Affiliates

Maurya Management Pvt. Ltd Bihar Hotels Ltd.

6. By virtue of Memorandum of understanding between the lender, investors and the company on various dated all rights, power of the lenders consisting of banks, financial institutions & debenture holders, a major portion of secured loan shall be settled by an investor and during this intervening period all the power of the lenders shall remain suspended after execution of MOU till assignment of debts to the investor. The investor shall assume all the risks and litigation claimed by lenders and provide suitable indemnity to the secured lenders in this regard and accordingly modification of charge in favour of the investors are required to be made.

In view of above interest on loans taken from Banks and Financial Institutions has not been provided for in the accounts since 2006.

---

Mar 31, 2012

1.1 Till 1982, 5,25,000 Ordinary Shares were allotted as fully paid up by way of bonus shares, by capitalisation of Reserves.

1.2 7,50,000 Ordinary shares were allotted as fully paid bonus shares in 1991-92 by capitalisation of General Reserves and Share Premium Account.

1.3 1,14,17,057 Ordinary Shares of 7 21- each fully paid were allotted to promoters' group and overseas corporate bodies at a premium of Rs. 7.40 per share on conversion of the Optionally Convertible Debentures amounting to Rs. 1000.42 lacs issued to them and interest thereon.

1.4 53,19,148 Ordinary Shares of X 21- each fully paid were allotted to Unit Trust of India on conversion of the Optionally Convertible Debentures amounting to Rs. 500.00 lacs issued to them at a premium of Rs. 7.40 per share.

Of the above Preference Shares :

1.5 10,00,000 14.5% Cumulative Redeemable Preference Shares of Rs. 100/- each issued in three tranches in 1997-98 redeemable at par at the end of the fifth year from the dates of allotment, i.e., 25.09.2002, 27.10.2002 and 08.12.2002 with option for early redemption not exceeding 25% of the aggregate of the Preference Shares outstanding at the end of the fourth year from the date of the allotment, i.e., 25.09.2001, 27.10.2001 and 08.12.2001. These Preference Shares have not been redeemed as yet.

1.6 7,00,000 14% Cumulative Redeemable Preference Shares of f 100/- each issued in two tranches in 1998-99 are redeemable at par at the end of the fifth year, sixth year and seventh year from the respective dates of allotment i.e., 01.02.2004 and 09.02.2004, 01.02.2005 and 09.02.2005 and 01.02.2006 and 09.02.2006 in the proportion of 30%, 30% and 40% respectively. The Preference Shareholders had filed a notice for redemption of the aforesaid preference shares.

2.1 Term Loan from Banks and financial institutions (United Bank of india, Dombivli Nagari Sahakari Bank Ltd.PNB, Indian Overseas Bank,IIBI,and IDBI) are secured by equitable mortgage of immovable properties of the Company and by way of charge on movable plant and machinery, machinery spares, tools and accessories and other movables both present and future. The Term Loan from IIBI included in the above ioans is also guaranteed by some of the Promoters of the Company.Term loans from IDBI, United Bank of India and Indian Overseas Bank have been assigned in favour of IFCI Ltd through ARCIL. The term loan from Dombivli Nagari Sahakari Bank Ltd, IIBI and Punjab National Bank has been assinged in favour of Asset Care & Reconstruction Enterprise Ltd (ACRE)

2.2 Loan received from M/s Vivid Colors Pvt Ltd. Remaining outstanding as on 31st March, 2012 Rs.2827.25 lacs. This was taken by executing deed of assignment of Trade Marks of the company for a total period of 3 Years or such other period as may be agreed between the parties subject to finalisation of restructuring package.

2.3 The company has stopped providing interest on all loans from Banks and Financial Institutions whether secured and unsecured w.e.f. 01.04.2006 on the ground that these loans would have been declared NPA by them.

2.4 Loans and advances from Related Parties are:

Advance received from M/s Maurya Management Pvt Ltd. Remaining outstanding as on 31st March, 2012 Rs. 500 Lacs. Refer note no. of the Note on the Financial Statements

3.1 Cash credit and working capital loan from banks are secured by way of charge on Company's stocks (not relatingto plant and machinery), bills receivable, book debts and other movables both present and future except for certain Jensomatic Automatic Machines hypothecated by way of a first charge in favour of a banker. Temporary overlimit taken from a bank is 3lso guaranteed by one of the Directors of the Company, Cash Credit and working capital loans from State bank of india, Bank of Baroda, Bank of India and Union Bank of India have been assigned in favour of IFCI Ltd through ARCIL and for Allahabad Bank & Standard Chartered Bank Global Trust Bank (OBC) have been assigned in favour of Vivid Colors Pvt Ltd,

3.2 Bill Discounting facility from SIDBI is secured by acharge on whole of the immovable properties of the Company together with building. Plant and Machinery and other items attached to the earth or permanently fastened to earth. Subsequently the entire loan has been assigned in favour of IFCI Ltd through ARCIL.

3.3 Loans include 500.00 lacs received from Global Trust Bank (OBC) originally as Short term in 1997-98 for a period of six months as advance for issue of secured Redeemable Non-Convertible debentures of 100/- each which was subsequently renewed for a further period of six months. No repayment has been made nor any debenture has been issued as yet. Now it has been categorised as Long term as per as per Schedule VI requirements.The entire loan has been assigned in favour of M/s Vivid Colors Pvt Ltd.

3.4 Includes 500.00 lacs as Short Term loan from M/s SBI Home Finance Ltd, the entire loan has been assigned in favour of IFCI Ltd through ARCIL.

3.5 The company has stopped providing interest on all loans from Banks and Financial Institutions whether secured and unsecured w.e.f 01.04.2006 on the ground that these loans would have been declared NPA by them.

4 OTHER CURRENT LIABILITIES

4.1 7 8,00,00,000/-, 20.5% Non-Convertible Debentures of 7 100/- each redeemable at 5% premium privately placed with IDBI are redeemable in three tranches amounting to 7 200 lacs, 7 400 lacs and 7 200 lacs on 1st January, 2004, 2005 and 2006. However the said debenture has not been redeemed. Subsequently the entire loan has been assigned in favour of IFCI Ltd through ARCIL.

4.2 7 1,00,00,000, 15% Non-Convertible Debentures of 7 100/- each privately placed with NIA were redeemable at the end of the third year from the date of allotment i.e., 25th February, 2003 at par.However the said debenture has not been redeemed yet.

4.3 7 5,00,00,000, 15% Non-Convertible Debentures of 7 100/- each privately placed with UTI are redeemable in three tranches of equal amount at the end of the 4th, 5th and 6th year from the date of allotment i.e., on 18th October, 2003, 2004, 2005 respectively at par. The entire loan has been assigned in favour of Asset Care & Reconstruction Enterprises Ltd (ACRE).

4.4 7 10,00,00.000, 13.5% Optionally Convertible Debentures issued to UTI consisting of Part A (10,00,000 Debentures) ofRs. 50/- each converted into Equity Shares of 7 21- each at a premium of 7 7.40 on 30th November, 2001 .Optional Part B (10,00,000 Debentures) of 7 50/- each convertible into Equity Shares of 7 21- each at a premium of 7 7.40 on notice being served. If option is not exercised, it shall be redeemed at par in 3 equal instalments on 31st May, 2004, 2005, 2006 respectively. However nothing has happened on this front as yet.The entire loan has been assigned in favour of Asset Care & Reconstruction Enterprises Ltd (ACRE).

4.5 All the Non-Convertible Debentures and Optionally Convertible Debentures are to be secured by an equitable mortgage of the Company's all immovable properties both present and future and hypothecation of other movable assets save and except stock and book debts (by way of second charge) ranking pari-passu with mortgage / charge created in favour of IDBI / IFCI /IIBI. Security documentations are pending for 15% NCD placed with NIA, 15% NCD placed with UTI and 13.5% OCD placed with UTI.

5. On April 20, 2006 the company was declared sick by BIFR. The Company had made a reference to the Board for Industrial & Financial Reconstruction (BIFR) under Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 on October 10, 2003 in view of the accumulated losses exceeding its net worth. The reference has been registered by BIFR as Case No.395/2003, The Board appointed IDBI as operating Agency(OA)for Draft Rehabilitation Schemes (DRS). Pending consent from the BIFR, the future viability of the operation depends on the acceptability of the "Rehabilitation Package." The matter is still pending before BIFR.

6. Contingent liabilities not provided for in respect of:

S.No. Particulars 31st, March,2012 31st March, 2011 (Rs. in lacs) (Rs. in lacs)

1. Sales Tax Matter under Appeal 182.76 242.27

2. Income Tax Matter under Appeal 44.99 44.99

3. Panvel octroi under dispute 71.91 71.91

4. Outstanding Bank Guarantee 7.05 7.05

5. Excise Duty under Appeal 404.51 416.25

6. Interest on custom duty payable 247.68 228.96

7. Arrear Pref. Share Dividend 3,159.00 2,916.00

8. Interest payable under dispute 739.67 739.67

9. Interest on loans taken from banks, financial institutions and other lenders which has not been provided after 31st March'2006 67,740.16 51,416.12

10. Claim against the company not acknowledged as debts. 7,696.87 6,041.87

11. Claim against the company for given corporate guarantees including interest thereon 12,873.87 10,842.96

12. Interest on loan from Vivid Color Pvt Ltd 1,617.17 1,217.90

13. Claim by Kolkata Port Trust on account of difference in rent 156.38 141.90

7. DEFERRED TAX

In view of carry forward losses, in drawing up the Accounts, the Company has not considered the impact of Net Deferred tax assets after setting off deferred tax liability arising out of timing difference . Deferred Tax Assets have not been recognized in accounts since it cannot be stated with reasonable certainty that there will be sufficient future income to recover such deferred tax assets.

8. SEGMENT REPORTING

As the Company's business activity falls within a single business segment viz.'paints and the sales substantially being in the domestic market, the financial statements are reflective of the information required by Accounting Standard 17 "Segment Reporting", notified under the Companies (Accounting Standards) Rules, 2006.

9. RELATED PARTIES

Related party disclosures in accordance with the Accounting Standard (AS-18) issued by the Institute of Chartered Accountants of India, the related parties are as follows:.

A) Affiliates

Maurya Management Pvt. Ltd Bihar Hotels Ltd.

10. By virtue of Memorandum of understanding between the lender, investors and the company on various dated all rights, power of the lenders consisting of banks, financial institutions & debenture holders, a major portion of secured loan shall be settled by an investor and during this intervening period all the power of the lenders shall remain suspended after execution of MOU till assignment of debts to the investor. The investor shall assume all the risks and litigation claimed by lenders and provide suitable indemnity to the secured lenders in this regard and accordingly modification of charge in favour of the investors are required to be made.

In view of above interest on loans taken from Banks and Financial Institutions has not been provided for in the accounts since 2006.

---

Mar 31, 2010

1. There is no estimated amount of contracts remaining to be executed on Capital Account.

2. Contingent liabilities not provided for in respect of:

i) Sales Tax matter - Rs. 24749 thousand (31.03.09 - Rs. 25742 thousand)

ii) Income Tax under appeals - Rs. 206044 thousand (31.03.09 - Rs.4434 thousand)

iii) Panvel Octroi - Rs. 7191 thousand (31.03.09 - Rs.7191 thousand)

iv) Bank Guarantee outstanding - Rs. 705 thousand (31.03.09 - Rs. 705 thousand)

v) Excise Duty under appeal - Rs 39539 thousand (31.03.09 - Rs. 39763 thousand)

vi) Interest on Custom Duty payable - Rs. 21024 thousand (31.03.09 - Rs. 19152 thousand)

vii) Arrear Preference Dividend for 1999-2000 to 31st March,2010 Rs.267300 thousand (31.03.09 -Rs.243000 thousand)

viii) Disputed interest - Rs. 73967 thousand (31.03.09 - Rs. 73967 thousand)

ix) Interest on loans taken from banks, financial institutions and other lenders which has not been provided after 31 st March 2006 - Rs.3698462 thousand (31.03.09 - Rs. 2497923 thousand)

x) Claims against the company not acknowledged as debts Rs. 471909 thousand (31.03.09 - Rs. 365869 thousand).

xi) Claim against the company for given corporate guarantees including interest thereon upto 31.03.2010 amounting to Rs. 913281 thousand (31.03.2009- Rs.769270 thousand), not acknowledged as debts as the obligation to honour the above guarantees has been taken over by a buyer of Jenson & Nicholson Financial Services Ltd.

xii) Interest on Loan from Vivid Colors Pvt. Ltd. - Rs. 85936 thousand (31.03.09 - Rs. 50510 thousand)

xiii) Interest on claims of Kolkata Port Trust on account of difference of Rent - Rs. 12811 thousand (31.03.09 - Rs. 11491 thousand).

3. DEFERREDTAX

In view of carry forward losses, in drawing up the Accounts, the company has not considered the impact of Net Deferred tax assets after setting off deffered tax liability arising out of timing difference. Deferred Tax Assets have not been recognized in accounts since it cannot be stated with reasonable certainty that there will be sufficient future income to recover such deferred tax assets.

4. SEGMENTREPORTING

The Company has only one business segment i.e. Paints.

5. In view of erosion of its Net worth.the Company was registered with Board for Industrial & Financial Reconstruction (BIFR) as Sick Companyunderthe provisons of Sick Industrial Companies(Special Provisions)Act 1985.BIFR had appointed IDBI as Operating Agency (OA) who had been asked to submit a Draft Rehabilitaion Scheme to BIFR for consideration.

6. Regarding disclosure of Sundry Creditors under Current Liabilities under the Micro,Small and Medium Enterprises Development Act, we are unable to find out the exact amount of overdue principal and specified interest thereon, in absence of complete information, documentry evidences and confirmations about the suppliers status. Whatever communications we have received so far in this regard from the various suppliers, none of them are registered with MSME Act,2006.

7. Prior period item includes amount payable to ex-employees of Naihati Factory who had retired in prior years. The amount primarily consists of Gratuity, Leave Encashment, Bonus, LTA and additional retirement benefit.

8. The balances of assets in Pakistan as on 31st March , 2010, have been taken into account at par

9. Amounts payable under IDBI Deferred Payment Scheme are secured by hypothecation of assets acquired under the schemes.

10. Previous years figmes have been re-arranged / re-grouped wherever necessary. Signatures to Schedules 1 to 17