Auditor Report of Todays Writing Instruments Ltd.

Mar 31, 2015

We have audITed the accompanying financial statement of TODAYS WRITING INSTRUMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the statement of ProfIT and Loss, the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's responsibilITy for the financial statement.

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act') wITh respect to the preparation of these standalone financial statements that give a true and fair view of the financial posITion, financial performance and cash flow of the Company in accordance wITh accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read wITh Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilITy also includes maintenance of adequate accounting records in accordance wITh the provision of the Act for safeguarding of the assets of the Company and for preventing and detection frauds and other irregularITies; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AudITor's responsibilITy

Our responsibilITy is to express an opinion on these financial statements based on our audIT. We have taken into account the provisions of the Act, the accounting and audITing standards and matters which are required to be included in the audIT report under the provisions of the Act and the Rules made thereunder. We conducted our audIT in accordance wITh the Standards on AudITing, issued by the InstITute of Chartered Accountants of India, as specified under section 143(10) of the act, Those standards require that we comply wITh ethical requirements and plan and perform the audIT to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audIT involves performing procedures to obtain audIT evidence about the amount and disclosures in the financial statements. The procedures selected depend on the audITor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the audITor considers internal control relevant to the company's preparation and fair presentation of the financial statement in order to design audIT procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audIT also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statement give the information required by the Act in the manner so required and give a true and fair view in conformITy wITh the accounting principles generally accepted in India:

a) In the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2015

b) In the case of the Statement of ProfIT and loss, of the loss for the year ended on that date, and

c) In the case of the Cash flow statement, of the Cash flows of the Company for the year ended on that date.

Emphasis of Matter

a) We draw attention to Note No. 37 to the financial statement regarding preparation of account of the company on going concern basis though the accumulated losses of the Company have exceeded ITs net worth. Based on the factors the management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31, 2015.

b) Balance confirmation from debtors, credITors, advances, secured and unsecured lenders etc. are generally not received and accordingly not reconciled / confirmed. In absence of the same these balances and their classification are reflected as per the records produced.

c) Provision of interest on loans from banks & financial instITution are provided as per the earlier CDR scheme and not as per the sanction terms of the banks & financial instITution even though the CDR scheme sanction of consortium Banks has been cancelled.

d) Retirement benefITs of employees in respect of GratuITy and leave encashment are accounted for on payment basis which is not in conformITy wITh Accounting Standard (AS) 15 (Revised 2005) on Employee BenefITs which requires that GratuITy be accounted for on accrual basis.

Our opinion is not qualified in respect of these matters.

Report on other legal and regulatory requirements.

1) As required by the Companies (AudITor's Report) Order, 2015 ("the order") issued by the Central Government of India in terms of sub-section (11) f section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

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

a) We have obtained all the information and explanation which to the best our knowledge and belief were necessary for the purpose of our audIT.

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

c) The Balance Sheet, the statement of ProfIT and loss and the cash flow statement dealt wITh the by this report are in agreement wITh the books of account.

d) In our opinion, the aforesaid standalone financial statements comply wITh the Accounting Standards specified under section 133 of the Act, read wITh Rule 7 of the Companies (Accounts) Rules, 2014;

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

f) WITh respect to the other matters included in the AudITor's Report and to our best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending lITigations on ITs financial posITion in ITs financial statements - Refer Note 28 to the financial statements.

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

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 1 of the section on "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Todays WrITing Instruments Ltd on the financial statements as and for the year ended March 31, 2015.

i. (a) The Company is maintaining proper records showing full particulars, including quantITative details and sITuation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the ITems over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of ITs assets. Pursuant to the programme, the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

ii. (a) The inventory including stocks wITh certain third parties has been physically verified by the Management during the year, in respect of inventory lying wITh third parties, these have substantially been confirmed by them, in our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of ITs business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has not granted any loan during the year.

(b) A Sum of Rs. 1056.00 lacs has been granted to ITs 4 subsidiaries as advance in earlier years, which are interest free. This along wITh advances of Rs. 13.09 lacs made during the year is outstanding at the year end ( Maximum outstanding during the year Rs. 1068.02 lacs). Rs. 1.07 lacs amount have been received back during the year.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate wITh the size of the Company and the nature of ITs business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neITher come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposITs from the public wIThin the meaning of sections 73 and 74 of the Act and the rules framed there under to the extent notified.

vi. The maintenance of cost records has not been applicable to the Company as specified under sub- section (1) of the section 148 of the Act.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is not regular in deposITing the undisputed statutory dues, including provident fund, Income tax, wealth tax, service tax, sales tax, excise duty, value added tax, Cess and other material statutory dues, as applicable, wITh the appropriate authorITies. We have notice serious delays in case of Provident Fund amounting to Rs. 43.38 lacs,Income tax amounting to Rs. 837.72 lacs, TDS amounting to Rs, 12.46 lacs and Service tax amounting to Rs. 2.42 lacs.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Income Tax and Sales Tax, as at 31 st March 2015 which have not been deposITed on account of dispute, are as follows:

Name of the statute Nature of dues Year

Income Tax Act 1961 Assessed Dues 2007-2008

Income Tax Act 1961 Assessed Dues 2008-2009

Maharashtra VAT Act, 2002 Assessed Dues 2006-2007

Maharashtra VAT Act, 2002 Assessed Dues 2007-2008

Maharashtra VAT Act, 2002 Assessed Dues 2008-2009



Name of the statute Amount Forum where the dispute is (Rs.in Lakhs) pending

Income Tax Act 1961 279.33 I. T. A. T. Kolkata

Income Tax Act 1961 753.50 I. T. A. T. Kolkata

Maharashtra VAT Act, 2002 473.19 Sales Tax Tribunal, Mumbai

Maharashtra VAT Act, 2002 706.75 Sales Tax Tribunal, Mumbai

Maharashtra VAT Act, 2002 704.31 Sales Tax Tribunal, Mumbai

According to the information and explanation given to us and the records of the Company examined by us, there are no dues of wealth-tax, Sales Tax, VAT and service tax which have not been deposITed on account of any dispute.

(c) The amount required to be transferred to investor Education and Protection Fund has been transferred wIThin the stipulated time in accordance wITh the provisions of the Companies Act, 1956 and the rule made there under.

viii. The Company has accumulated losses as at the end of the financial year and IT has incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. Based on our audIT procedures and the information and explanations given by management, the Company has defaulted in repayment of dues to banks.

x. According to the information and explanation given to us and the records examined by us, the Company has given corporate guarantee amounting to Rs. 3050.00 lakhs to ICICI Bank Ltd for loans taken by Today's Petrotech Ltd, a subsidiary of the company. The terms and condITion whereof are prima facie not prejudicial to the interest of the Company.

xi. According to the In our opinion, the Company has not availed any term loan during the year and according to the information and explanations given to us, the term loans availed on earlier years were applied, on an overall basis, for the purposes for which they were obtained.

xii. During the course of our examination of the books and records of the Company, carried out in accordance wITh the generally accepted audITing practices in India, and according to the information and explanations given to us, we have neITher come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For AJAY SHOBHA & CO. Chartered Accountants (Firm Registration No: 317031E)

(AJAY GUPTA) Place: Mumbai Partner Date:- 30th May, 2015 M. No.053071

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Mar 31, 2014

We have audited the accompanying financial statement of TODAYS WRITING INSTRUMENTS LIMITED (the Company), which comprise the balance sheet as at 31st March, 2014, and the statement of profit and loss and cash fow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the financial statement

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notifed under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statement give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2014

b) In the case of the Statement of profit and loss, of the loss for the year ended on that date, and

c) In the case of the Cash fow statement, of the Cash flows of the Company for the year ended on that date.

Emphasis of Matter

1. a. We draw attention to Note No. 37 to the financial statement regarding preparation of account of the company on going concern basis though the accumulated losses of the Company have exceeded its net worth.

b) Balance confirmation from debtors, creditors, advances, secured and unsecured lenders etc. are generally not received and accordingly not reconciled / confirmed. In absence of the same these balances and their classifcation are refected as per the records produced.

c) Provision of interest on loans from banks & financial institution are provided as per the previous years and not as per the sanction terms of the banks & financial institution.

d) Retirement benefits of employees are not accounted for as per accounting standard 15 (AS 15) prescribed by ICAI. Our opinion is not qualifed in respect of these matter.

Report on other legal and regulatory requirements.

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

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

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

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

c) The balance sheet, statement of profit and loss and cash fow statement dealt with the by this report are in agreement with the books of account.

d) In our opinion, the balance sheet, statement of profit and loss, and cash fow statement comply with the accounting standards notifed under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the directors as on 31st March 2014, taken on record by the Board of Directors, none of the directors is disqualifed as on 31st March 2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT (referred to in paragraph 1 under the heading "report on other legal and regulatory requirements" of our report of even date)

1. In respect of the Fixed Assets :- a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) The fixed assets are physically verifed by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the and the nature of its business. Pursuant to the programme, a portion of the fixed assets has been physically verifed by the management during the year and no material discrepancies between the books records and the physical inventory has been noticed.

c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year and the going concern status of the company is not affected.

2. In respect of Inventories:- a) The inventory (excluding stocks with third parties and materials in transit) has been physically verifed by the management during the year. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verifcation is reasonable.

b) In our opinion, the procedure of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of inventory as compared to books records were not material and have been properly dealt with in the books of accounts.

3. a) As per the information and explanation given to us, the Company has granted unsecured loans and advances to four subsidiaries covered in the register maintained under section 301 of the Companies Act, 1956. on call basis. The maximum amount outstanding during the year was Rs. 1056.43 Lacs and the year end balance was Rs.1056.43 Lacs (interest free).

b) The advances given by the company is to its subsidiaries and rate of interest on such advances and the terms and conditions of these advances are not prejudicial to the interest of the company.

c) The advances are payable on demand and therefore question of overdue amount does not arise.

d) As per the information and explanation given to us, the Company has taken unsecured loan , from a director and his relatives and other promoter share holders covered in the Register maintained under Section 301 of the companies Act 1956. The maximum amount outstanding due to director during the year was Rs. 963.50 Lacs and the promoter share holders was Rs. 570.36 Lacs and the the year end balance due to director was Rs. 963.50 Lacs and promoter shareholders were Rs. 570.36 Lacs.

e) The rate of interest on such loans and advances and the terms and conditions on which these advance are taken not prejudicial to the interest of the company.

f) There is no prescribed stipulation of repayment of the advance and is payable on demand and therefore question of overdue amount does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods & services. As per the information and explanation given to us, in our opinion there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions covered under section 301 of the Companies Act 1956 :

a) Based on the audit procedures applied by us and according to the information and explanation provided by the Management we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the companies Act 1956, and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under. Hence clause 4 (Vi) of the Order is not applicable.

7. The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by Central Government under Section 209(1)(d) of the of the Companies Act, 1956 and are of the opinion that Prima facie the prescribed cost records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

9. According to the information and explanations given to us in respect of statutory and other dues :

a) The Company has not been regular in depositing undisputed statutory dues of Provident Fund of Rs. 47.10 Lakhs, Income Tax of Rs. 754.55 Lakhs, TDS of Rs. 23.20 Lakhs and Maharashtra VAT of Rs. 59.88 Lakhs with the appropriate authorities, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the company examined by us particulars of Income Tax as ona31st March, 2014 that have not been deposited on account of a pending disputes are as under :

Name of the Statute Nature of Dues Year Amount Forum where dispute is pending (Rs.In Lakhs)

Income Tax Act,1961 Assessed Dues 2007- 2008 279.33 I.T.A.T. , Kolkata

Income Tax Act,1961 Assessed Dues 2008- 2009 753.50 I.T.A.T. , Kolkata

10. The Company has accumulated losses at the end of the financial year and has incurred cash losses during the financial year ended 31st March 2014 and also in the immediately preceding financial Year.

11. Based on our audit procedures and the information and explanations given by management, the Company has defaulted in repayment of dues to banks.

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

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute and provisions applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer / trader in shares & securities.

15. According to the information and explanation given to us and the records examined by us, the Company has given corporate guarantee amounting to Rs. 3050.00 lakhs to ICICI Bank Ltd for loans taken by Today''s Petrotech Ltd, a subsidiary of the Company. The terms and conditions whereof are prima facie not prejudicial to the interest of the company.

16. In our opinion, on the basis of information and explanations given to us, on an overall basis, the term loans were applied for the purposes for which the loans were obtained.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term basis, which have been used for long – term investments.

18. During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. According, clause 4(xviii) of the Order is not applicable.

19. The Company has not issued any debentures. According, clause 4(xix) of the Order is not applicable.

20. During the year Company has not raised any money by way of public issued during the year. According, clause 4(xx) of the Order is not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For AJAY SHOBHA & CO.

Chartered Accountants

(Firm Registration No: 317031E)

(AJAY GUPTA)

Place: Mumbai Partner

Date:- 30th May, 2014 M. No.053071

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Mar 31, 2013

We have audited the accompanying fnancial statement of TODAYS WRITING INSTRUMENTS LIMITED (the Company), which comprises the Balance Sheet as at 31st March, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and explanatory information.

Management''s responsibility for the fnancial statement

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 ("the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

auditors'' responsibility

Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the company''s preparation and fair presentation of the fnancial statement in order to design audit procedures that the appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimated made by management, as well as evaluating the overall presentation of the fnancial statements. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

opinion

In our opinion and to the best of our information and according to the explanations given to us, the fnancial statement give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013

b) In the case of the Statement of Proft and Loss, of the loss for the year ended on that date, and

c) In the case of the Cash Flow statement, of the cash fows for the year ended on that date.

emphasis of matter

1. a) We draw attention to Note No. 37 to the fnancial statement regarding preparation of account of the company on going concern basis though the accumulated losses of the Company have exceeded its net worth.

b) Balance confrmation from debtors, creditors, advances, secured and unsecured lenders etc. are generally not received and accordingly not reconciled / confrmed. In absence of the same these balances and their classifcation are refected as per the records produced.

c) Provision of interest on loans from banks & fnancial institution are provided as per CDR scheme and not as per the sanction terms of the banks & fnancial institution.

d) Retirement benefts of employees are not accounted for as per accounting standard 15 (AS 15) prescribed by ICAI. Our opinion is not qualifed in respect of above matters.

report on other legal and regulatory requirements.

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

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

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

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

c) The Balance Sheet, Statement of Proft and Loss and Cash Flow Statement dealt with the report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

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

anneXure to tHe audItors'' report

(annexure referred to in paragraph 1 under the heading "report on other legal and regulatory requirements” of our report of even date)

1. In respect of the Fixed Assets :- a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

b) The fxed assets are physically verifed by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the and the nature of its business. Pursuant to the programme, a portion of the fxed assets has been physically verifed by the management during the year and no material discrepancies between the books records and the physical inventory has been noticed.

c) In our opinion, a substantial part of fxed assets has not been disposed off by the company during the year and the going concern status of the company is not affected.

2. In respect of Inventories:- a) The inventory (excluding stocks with third parties and materials in transit) has been physical verifed by the

management during the year. In respect of inventory lying with third parties, these have been confrmed by them. In our opinion, the frequency of verifcation is reasonable.

b) In our opinion, the procedure of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verifcation of inventory as compared to books records were not material and have been properly dealt with in the books of accounts.

3. a) As per the information and explanation given to us, the company has granted unsecured loans to three subsidiaries covered in the register maintained under section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 657.52 Lacs and the year end balance was Rs. 548.34 Lacs.

b) The advance given by the company is to wholly owned subsidiary and rate of interest on such advances and the terms and conditions on which these advance given are not prejudicial to the interest of the company.

c) There is no prescribed stipulation of repayment of the advance and is payable on demand and therefore question of overdue amount does not arise.

d) As per the information and explanation given to us, the company has taken unsecured loan , from a director covered in the Register maintained under Section 301 of the companies Act 1956. The maximum amount outstanding during the year was Rs. 982.91 Lacs and the year end balance was Rs. 950 Lacs.

e) The rate of interest on such loans and advances and the terms and conditions on which these advance are taken not prejudicial to the interest of the company.

f) There is no prescribed stipulation of repayment of the advance and is payable on demand and therefore question of overdue amount does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, with regard to purchase of inventory, fxed assets and sale of goods & services. As per the information and explanation given to us, in our opinion there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions covered under section 301 of the Companies Act 1956 :

a) Based on the audit procedures applied by us and according to the information and explanation provided by the Management we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956, and exceeding the value of rupees fve lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the rules framed there under. Hence clause 4 (Vi) of the Order is not applicable.

7. The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 and are of opinion that prima facie, the prescribed account and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

9. According to the information and explanations given to us in respect statutory and other dues :

a) The Company has been not regular in depositing undisputed statutory dues of Provident Fund of Rs. 54.23 Lakhs, Income Tax of Rs. 881.58 Lakhs, Fringe Beneft Tax of Rs. 20.89 Lakhs, TDS of Rs. 25.12 Lakhs and Maharashtra VAT of Rs. 50.88 Lakhs with the appropriate authorities, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the company examined by us particulars of Income Tax as ona31st March, 2013 that have not been deposited on account of a dispute pending are as under :

Name of the Statute Nature of Dues Year Amount Forum where dispute is pending (Rs. In Lakhs)

Income Tax Act,1961 Assessed Dues 2007-2008 279.33 I.T.A.T. , Kolkata

Income Tax Act,1961 Assessed Dues 2008-2009 753.50 I.T.A.T. , Kolkata

10. The Company has accumulated losses at the end of the fnancial year and has incurred cash losses during the fnancial year ended 31st March 2013 and also in the immediately preceding fnancial Year.

11) Based on our audit procedures and the information and explanations given by management, the Company has defaulted in repayment of dues to banks.

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

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute and provisions applicable to chit fund / nidhi / mutual beneft fund / societies are not applicable to the Company.

14) In our opinion and according to the information and explanations given to us, the Company is not a dealer / trader in shares & securities.

15) According to the information and explanation given to us and the records examined by us, the Company has given corporate guarantees amounting to Rs. 3050.00 lacs to ICICI Bank Ltd for loan taken by Today''s Petrotech Ltd, in which the Company is a Shareholder. The terms and conditions whereof are prima facie not prejudicial to the interest of the Company.

16) In our opinion, on the basis of information and explanations given to us, on an overall basis, the term loans were applied for the purposes for which the loans were obtained.

17) On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term basis, which have been used for long – term investments.

18) During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. According, clause 4(xviii) of the Order is not applicable.

19) The Company has not issued any debentures. According, clause 4(xix) of the Order is not applicable.

20) During the year Company has not raised any money by public issued during the year. According, clause 4(xx) of the Order is not applicable.

21) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, not have we been informed of such case by the management.

For aJay sHoBHa & Co.

Chartered Accountants

(Registration No. 317031E)

(aJay Gupta)

Place: Mumbai Partner

Date:- 29th May, 2013 M. No.053071

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Todays Writing Instruments Limited as at 31st March 2012, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial'statements are free of material mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used - and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors' Report) Order, 2003 and amendment thereto issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanation given to us, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 fit 5 of the said Order to the extent applicable to company.

3. We report the observation I comments as under:

i) The accounts of the Company have been prepared on going concern basis through the accumulated losses of the Company have exceeded its net worth. (Note 36)

ii) Balance confirmation from debtors, creditors, advances, secured and unsecured lenders etc. are generally nof received and accordingly, not reconciled I confirmed. In absence of the same, these balances and their classification are reflected as per the records produced (Note 37)

Hi) Provision of interest on loans from banks & financial institution are provided as per CDR scheme and not as per the sanction terms of the banks & financial institution. (Note 43)

4. Further to our comments in the Annexure referred to in paragraph (2) above, we report that:

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956,except,Accounting Standard 15 (AS-15) relating to retirement benefits of employees as referred to in notes 2(a) of schedule 16.

e) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of Clause (g) of Sub section (1) of Section 274 of the Companies Act, 1956;

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

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

ii) in the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS'REPORT

(Referred to in paragraph 2 of the Auditors Report of even date) .

1. In respect of the Fixed Assets :-

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

b)" The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the and the nature of its business. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the books records and the physical inventory has been noticed.

c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year and the going concern status of the company is not affected. '

2. In respect of Inventories: -

a) The inventory (excluding stocks with third parties and materials in transit) has been physical verified by the management during the year. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification is at reasonable.

b) In our opinion, the procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books records were not material and have been properly dealt with in the books of accounts.

3. a) As per the information and explanation given to us, the company lias granted unsecured loans to three subsidiaries

covered in the register maintained under section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 2294.51 Lacs and the year end balance was Rs. 657.52 Lacs.

b) The advance given by the company is to wholly owned subsidiary and rate of interest on such advances and the terms and conditions on which these advance given are not prejudicial to the interest of the company.

c) There is no prescribed stipulation of repayment of the advance and is payable on demand and therefore question of overdue amount does not arise.

d) As per the information and explanation given to us, the company has taken unsecured loan , from a director covered in the Register maintained under Section 301 of the companies Act 1956. The maximum amount outstanding during the year was Rs. 982.91 Lacs and the year end balance was Rs. 982.91 Lacs.

e) The rate of interest on such loans and advances and the terms and conditions on which these advance are taken not prejudicial to the interest of the company.

f) There is no prescribed stipulation of repayment of the advance and is payable, on demand and therefore question of overdue amount does not arise.

4. In our opinion and according to the information and explanations given to us, there are adequate internal'control ¦ procedures commensurate with the size of the Company andmature of its business, with regard to purchase of inventory, fixed assets and sale#of goods" 6t services. As per the information and explanation given to us, in our opinion there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions covered under section 301 of the Companies Act 1956 :

a) Based on the audit procedures applied by us and according to .the, information and explanation provided by the, Management we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the companies Act 1956, and exceeding the value of rupees five lacs in respect of any party during the'year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. In our opinion and according to'the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58Aand 58AAof the Companies Act, 1956, and the rules framed there under. Hence clause 4 (Vi> of the Order is not applicable.

7. The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business. *

8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 and are of opinion that prima facie, the prescribed account and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete.

9. According to the information and explanations given to us in respect statutory and other dues :

a) The Company has been not regular in depositing undisputed statutory dues of Provident Fund dues oft 61.14 Lakhs, Income Tax oft 768.15 Lakhs, Dividend Tax oft 39.16 Lakhs, Fringe Benefit Tax oft 18.16, TDS oft 39.86 Lakhs and Sales tax of t 44.09 Lakhs with the appropriate authorities, which were outstanding for a period of more than six months from the date they became payable.

b) According to. the information and explanations given to us and the records of the company examined by us particulars of Income Tax as on 31st March, 2012 that have not been deposited on account of a dispute pending are as under:

Name of the Statute Nature of Dues Year Amount (Rs.In Lakhs) Forum where dispute is pending

Income Tax Act, 1961 Assessed Dues 2007-2008 279.33 C.I.T(Appeals), Kolkata

Income Tax Act, 1961 Assessed Dues 2008-2009 1753.50 C.I.T(Appeals), Kolkata

10. The Company has accumulated losses at the end of the financial year and has incurred cash losses during the financial year ended 31s' March 2012 and also in the immediately preceding financial Year.

11) Based on our audit procedures and the information and explanatidns given by management, the Company has defaulted in repayment of dues to banks.

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

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute and provisions applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion and accordingto the information and explanations given to us, the Company is not a dealer / trader in shares & securities.

15) According to the information and explanation given to us and the records examined by us, the Company has given corporate guarantees amounting to t 3050.00 lacs & 170.00 lacs to ICICI Bank Ltd & State Bank of India for loans taken by erstwhile Subsidiary Company Today's Petrotech Ltd, in which the company is a Shareholder, and by Today's Stationery Mart Ltd, a wholly owned subsidiary of the Co. respectively. The terms and conditions whereof are prima facie not prejudicial to the interest of the company. »

16) In our opinion, on the basis of information and explanations given to us, on an overall basis, the term loans were applied for the purposes for which the loans were obtained.

17) On the basis of an overall examination of,the Balance Sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term basis, which have been used for long - term investments.

18) During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. According, clause 4(xviii) of the Order is not applicable.

19) The Company has not issued any debentures. According, clause 4(xix) of the Order is not applicable.

20) During the year Company has not raised any money by public issued during the year. According, clause 4(xx) of the Order is not applicable.

21) During the course of our examination of the books of account carried out in accordance with the generally accepted * auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, not have we been informed of such case by the management.

For AJAY SHOBHA a CO.

Chartered Accountants

(AJAY GUPTA)

Place: Dadra Partner

Date:-27th August, 2012 M. No.053071

---

Mar 31, 2010

We have audited the attached Balance Sheet of Todays Writing Products Limited as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 and amendment thereto issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanation given to us, we enclose in the annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order to the extent applicable to company.

3. Further to our comments in the Annexure referred to in paragraph (2) above, we report that :

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

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

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the applicable Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956,except,Accounting Standard 15 (AS-15) relating to retirement benefits of employees as referred to in notes 2(a) of schedule 16.

e) On the basis of written representations received from the directors, as on 31s1 March, 2010 and taken on record by the Board, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of Clause (g) of Sub section (1) of Section 274 of the Companies Act, 1956;

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

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

ii) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 2 of the Auditors Report of even date)

1. In respect of the Fixed Assets :-

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

b) The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the and the nature of its business. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and no material discrepancies between the books records and the physical inventory has been noticed.

c) In our opinion, a substantial part of fixed assets has not been disposed off by the company during the year and the going concern status of the company is not affected.

2. In respect of Inventories:-

a) The inventory (excluding stocks with third parties and materials in transit) has been physical verified by the management during the year. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification is at reasonable intervals.

b) In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books-records were not material and have been properly dealt with in the books of accounts.

3. a) As per the information and explanation given to us, the company has granted unsecured loans to three subsidiaries

covered in the register maintained under section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs.3090.45 Lacs and the year end balance was Rs. 2719.73 Lacs.

b) The advance given by the company is to wholly owned subsidiary and rate of interest on such advances and the terms and conditions on which these advance given are not prejudicial to the interest of the company.

c) There is no prescribed stipulation of repayment of the advance and is payable on demand and therefore question of overdue amount does not arise.

d) As per the information and explanation given to us, the company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the Register maintained under Section 301 of the companies Act 1956. Consequently clause 4 (iii) (f) & (g) of the Order is not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business, with regard to purchase of inventory, fixed assets and sale of goods & services. As per the information and explanation given to us, in our opinion there is no continuing failure to correct major weaknesses in internal control.

5. In respect of transactions covered under section 301 of the Companies Act 1956 :

a) Based on the audit procedures applied by us and according to the information and explanation provided by the Management we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the companies Act 1956, and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58Aand 58AAof the Companies Act, 1956, and the rules framed there under. Hence clause 4 (Vi) of the Order is not applicable.

7. The Company has an internal audit system, which in our opinion, is commensurate with the size of the Company and the nature of its business.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9. According to the information and explanations given to us in respect statutory and other dues :

a) The Company has not been regular in depositing undisputed statutory dues of Provident Fund dues of Rs.40.10 Lakhs, Income Tax of Rs. 584.38 Lakhs, Dividend Tax of Rs. 53.27 Lakhs, Fringe Benefit Tax of Rs. 23.79 and TDS of Rs. 43.68 Lakhs with the appropriate authorities, which were outstanding for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the company examined by us particulars of Income Tax as on 31st March, 2008 that have not been deposited on account of pending disputes are as under :

Name of the Statute Nature of Dues Year

Income Tax Act,1961 Assessed Dues 2005-2006

Income Tax Act, 1961 Assessed Dues 2006-2007

Income Tax Act, 1961 Assessed Dues 2007-2008



Name of the Statute Amount Forum where dispute is pending

(Rs. In Lakhs)

Income Tax Act, 1961 47.37 C.I.T(Appeals), Kolkata

Income Tax Act, 1961 173.79 C.I.T(Appeals), Kolkata

Income Tax Act, 1961 14.03 C.I.T(Appeals), Kolkata



10. The Company has accumulated losses at the end of the financial year and has incurred cash losses during the financial year ended 31st March 2010 and also in the immediately preceding financial Year.

11) Based on our audit procedures and the information and explanations given by management, the Company has defaulted in repayment of dues to banks.

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

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute and provisions applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

14) In our opinion and according to the information and explanations given to us, the Company is not a dealer / trader in shares fit securities.

15) According to the information and explanation given to us and the records examined by us, the Company has given corporate guarantees amounting to Rs. 3050.00 lacs & Rs.796.00 lacs to ICICI Bank Ltd & State Bank of India for loans taken by Todays Petrotech Ltd, in which the company is a Shareholder, and by Todays Stationery Mart Ltd, a wholly owned subsidiary of the Co. respectively. The terms and conditions whereof are prima facie not prejudicial to the interest of the company.

16) In our opinion, on the basis of information and explanations given to us, on an overall basis, the term loans were applied for the purposes for which the loans were obtained.

17) On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanation given to us, there are no funds raised on a short-term basis,*which have been used for long - term investments.

18) During the year the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. According, clause 4(xviii) of the Order is not applicable.

19) The Company has not issued any debentures. According, clause 4(xix) of the Order is not applicable.

20) During the year Company has not raised any money by public issue. According, clause 4(xx) of the Order is not applicable.

21) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, not have we been informed of such case by the management.

For AJAY SHOBHA & CO.

Chartered Accountants

(AJAY GUPTA)

Partner

M. No.053071

Place: Dadra

Date:-30th August 2010