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)

‘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