Directors Report of Todays Writing Instruments Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting their Twenty-Third Annual Report on the business and operations of the Company together wITh audITed financial statement for the financial year 2014-15.

FINANCIAL RESULTS

The Company's financial performance for the financial year ended 31st March, 2015 is summarized as below:

(Rs. In Lakhs)

Particulars Year ended Year ended 31st march 31st march 2015 2014

Sales and Other Income 5519.85 5352.42

ProfIT/ (Loss) before Depreciation, Interest, Tax, Extra-Ordinary ITem and Appropriation (8.82) 304.03

Less: Depreciation 205.48 202.42

Interest/ Finance Charges 1136.48 578.14

ProfIT/ (Loss) before Tax and Extra -Ordinary ITem (1350.78) (476.54)

Less: Provision for Taxation (Earlier Year) NIL NIL

Deferred Tax 912.47 NIL

ProfIT/ (Loss) after Tax (2263.26) (476.54)

Balance brought forward from previous year (16491.18) (16014.64)

Amount available for appropriation NIL NIL

Balance carried to Balance Sheet (18754.44) (16491.18)

company's performance

During the year under review, your Company has achieved net sales of Rs. 5259.11 lacs as against Rs. 5034.67 lacs in the previous year for the corresponding period exhibITing a growth of 4.46% over the previous year. However, the Company was not able to report profITs at EBIDTA level unlike last year due to increase in expendITure essentially for repairs and maintenance which was long overdue .

The Company continues to be focused in ITs efforts to improve sales which will automatically absorb a good amount of overhead cost to generate profITs at the EBIDTA level. The implementation of the settlement wITh the secured lenders that is in progress and the approval of DRS by BIFR will eventual result in the company making profITs at the PAT level. The company continued to deliver good growth in exports and efforts are underway to improve market infrastructure for exports. The domestic market remains good but the company has been constraint by working capITal issues which resulted in non acceptance of orders beyond a level by the company.

consolidated financial statement

In accordance wITh the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements read wITh AS - 23 on Accounting for Investments in Associates, the audITed consolidated financial statement is provided in the Annual Report.

DIVIDEND

Your Company is making efforts to improve the performance. In view of the losses, your Directors are not recommending any dividend for the year under review.

EXTRACT OF ANNuAL RETuRN

The extract of Annual Return, in format MGT -9, for the Financial Year 2014-15 has been enclosed wITh this report as Annexure 1.

MEETINGS

During the year under review, five meetings of the Board of Directors, four meetings of the AudIT CommITtee, 2 meetings of the Nomination and Remuneration CommITtee and one meeting of Stakeholders' Relationship CommITtee was held. Details of the meetings are given in detail in the Corporate Governance Report which forms a part of this Annual Report.

management's discussion and analysis

Management's Discussion and Analysis for the year under review is presented as a separate report constITuting this Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 are given in the notes to financial statement.

PARTICULARS OF RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the financial year wITh related parties were in the ordinary course of business and on an arm's length basis. During the year under review, the Company had not entered into any contract/ arrangement/ transaction wITh related parties which could be considered material in accordance wITh the policy of the Company on materialITy of related party transactions.

There are no materially significant related party transactions made by the Company wITh Promoters, Directors, KMPs which may have a potential conflict wITh the interest of the Company at large.

The Policy on materialITy of related party transactions and dealing wITh related party transactions as approved by the Board may be accessed on the Company's websITe at the spare link:http://todays.co.in/downloads/PolicyonMaterialITyofRPTsanddealingw IThRPTs.pdf

The Details of transactions wITh Related Parties are provided as Notes to Financial Statement forming a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has always endeavoured to adhere to high standards of Corporate Governance and ensured ITs compliance both in spirIT and in law. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Report. The requisITe certificate from the AudITors of the Company confirming compliance wITh the statutory corporate governance requirement is attached to the report on Corporate Governance.

SUBSIDIARIES AND ASSOCIATES

Todays Stationary Mart LimITed

This company has ceased all operations since financial year 2012-13 and as such there is no activITy. Eventually we will apply for closing of the company and striking the name of the company, to Registrar of Companies.

Todays Infrastructure and Construction LimITed

No fresh projects are being undertaken in view of the liquidITy constraints faced by the Company. This Company has repaid most of the investments made by the parent Company.

Todays Petrotech LimITed

The Company had entered in to a settlement wITh the lender viz. ICICI bank and could not implement the same before March 2015. However, we have now finalized a buyer for the assets of the company and a fresh proposal has been submITted to ICICI Bank for settlement which is likely to be accepted.

The operations of the company are on a low key and currently the company is able to generate just enough to meet the expenses of the factory.

Todays Fluid Technologies LimITed

The matter relating to striking off the name of the Company from the register of companies maintained by the Registrar of Companies as per the provision of the Companies Act, 1956 as in final stage and same is expected to be completed soon.

RISK Management pOLICY

The Risk Management policy was deliberated by the Board on October 13, 2014 adhering to the requirements of the Companies Act, 2013. The objective was to implement and monITor a risk management plan. The board decided to develop and implement a risk Management policy and inITiated work on identifying the risk that needs periodic attention and mITigation. Broadly, the following risks were identified as risk which should be regularly discussed and mITigating steps to be taken even though they may not be of a nature which threatens the existence of the company:

Market risk

Financial Risk

Exchange Risk

Macro and micro economic risk

PolITical risk especially in export markets

Risk due to civil and milITary disturbances and natural calamITies.

Pursuant to the said decision the Board decided to direct the key functional heads of various departments to identify the risk that needs attention and mITigation on a periodic basis and advised them to hold periodic meetings and submIT a report to the board once every half year. One such meeting of the functional heads was held on 13 November, 2014

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of the Companies Act, 2013, Mr. Ronald Netto, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Mr. Rahul Gupta resigned as an Independent Director of the Company w.e.f. 14th February, 2015.The Board has placed on record ITs appreciation for the contribution made by Mr. Rahul Gupta during his tenure of office.

Pursuant to Sections 149 and 161 of the Companies Act, 2013 and in terms of Clause 49 of the Listing Agreement, the Board of Directors had at ITs meeting held on 14th February, 2015, appointed Ms. Shilpa Joshi as an AddITional Director (Independent Woman Director) of the Company w.e.f. 14th February, 2015. The requisITe resolution for approval of her appointment as an Independent Woman Director is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.

The Company has received declarations from all the Independent Directors of the Company, confirming that they meet wITh the crITeria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement entered into wITh the Stock Exchanges. None of the Directors are disqualified from being appointed as Directors as specified in section 164 of Companies Act, 2013.

The profile of Directors seeking appointment/ re-appointment forms part of the Notice calling the Annual General Meeting.

During the year under review, Ms. Bhavika Shah resigned as the Company Secretary &Key Managerial Personnel of the Company w.e.f. 16th March, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read wITh requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profIT of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance wITh the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularITies;

d. the Directors have prepared the annual accounts on a 'going concern' basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance wITh the provisions of all applicable laws and that such systems are adequate and operating effectively.

evaluation of the board and of the directors

The Board of Directors have carried out an evaluation of ITs own performance, of ITs CommITtees and of individual directors. The Board considered this new requirement under the Companies Act, 2013 and revised Clause 49 of the Listing Agreement entered into wITh the stock exchange as an opportunITy for doing self-introspection and improve on areas where bottlenecks were found.

The evaluation of performance was done by rating each individual director on 8 established attributes pertaining to his participation at the Board Meetings and the effectiveness of his participation. Similarly, performance of the Board and ITs CommITtees as a whole was done by evaluating the performance against the goals set for the company.

The Nomination and Remuneration CommITtee conducted evaluation of performance of non-independent as well as independent directors and the Board as a whole. The Independent Directors, in their separate meeting, conducted evaluation of performance of all non-independent director and of the Board as a whole. At the same meeting, the Independent directors have also evaluated the performance of the Chairman of the Board. The Board in their meeting succeeding the separate meeting of Independent Directors noted the inputs given by the Independent Directors.The Board of Directors further conducted evaluation of every Individual Director (including Independent Directors) and of the Board as a whole.

REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read wITh Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limITs set out in the said rules are provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read wITh Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

None of the Directors receive remuneration or commission from subsidiaries of the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals in favour or against your Company.

DEPOSITS

During the year under review, your Company has received loan from Mr. Rajesh Kumar Drolia, Director and non-executive Chairman of the Company. The Company has also received a declaration from him that the loan given by him to the Company are not out of funds acquired by borrowing or accepting loans or deposITs from others and that such amount shall not qualify as deposIT as per Rule 2(vii) of the Companies (Acceptance of DeposIT) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

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

statutory audIT&audITors

The Company had appointed M/s. Ajay Shobha & Co., Chartered Accountants (FRN: 317031E) as the Statutory AudITors of the Company at the last Annual General Meeting for a period for 3 years i.e. till the conclusion of the Twenty-fifth Annual General Meeting subject to ratification at every Annual General Meeting.

M/s. Ajay Shobha & Co. have expressed their willingness to continue to act as Statutory AudITors of the Company and have also submITted a certificate to the effect that they are eligible to be appointed as the Statutory AudITors of the Company under the provisions of the Companies Act, 2013 and the Chartered Accountants Act, 1949 and the rules and regulations made thereunder and that their appointment is wIThin the maximum limIT as specified under section 141(3)(g) of the Companies Act, 2013 and that their term as Statutory AudITor is wIThin the threshold specified under the said Act.

At the ensuing Annual General Meeting, the Members are requested to ratify the appointment of M/s. Ajay Shobha & Co., as the Statutory AudITors of the Company for the financial year 2015-16 and authorize the Board of Directors to fix their remuneration.

SECRETARIAL AuDIT

The Board has appointed M/s. HITesh Buch & Associates, Company Secretaries, to conduct Secretarial AudIT for the financial year 2014-15. The Secretarial AudIT Report for the financial year ended March 31, 2015 is annexed herewITh, marked as Annexure 2 to this Report.

audIT commITtee

The AudIT CommITtee comprises of Mr. Shreedhar Parande (Non-executive Independent Director), Chairman of the CommITtee, Ms. Shilpa Joshi (Non-executive Independent Director) and Mr. Ronald Netto, Managing Director and CEO of the Company.

All recommendations made by the AudIT CommITtee were accepted by the Board of Director.

Reply to the "Emphasis Matter" of the statutory audIT report

Statutory AudITor

Going Concern

In their Report under 'Emphasis Matter' the AudITor has that the losses have exceeded the net worth and based on note 37 to financial statement the accounts have been prepared on the basis of a going concern. Your directors have taken effort and have arrived at settlement wITh the secured lenders and are in the process of filing a Draft RehabilITation scheme wITh BIFR. BIFR has already declared that the company is a sick Industrial concern and once the scheme is approved by BIFR the company will have a clear road map to turn ITs Net worth posITive. As such the assumption of a GOING CONCERN is fair and valid.

Confirmation of Balances

The AudITor has stated that the confirmation of balances from debtors, credITors, advances, secured and unsecured lenders etc are generally not received. The company calls for confirmations and many of the parties do not respond. As the parties are associated wITh the companies for a long while and their accounts are periodically reconciled. Hence, the balances reflect a true and fair view of the assets and liabilITies.

Provision of interest

Under the current scenario where the Company has entered in to a settlement wITh the secured lenders and are in the process of commencing negotiation wITh other lenders the provision of interest does not affect the materialITy of the profITabilITy of the company as these interests will be reversed once the settlement amount is fully paid to the lenders. Hence, the company has continued wITh interest provisioning based on the earlier agreement wITh the lenders under the CDR mechanism.

Accounting of Employee benefITs and GratuITy

The Company is not accounting these benefITs on an accrual basis and is settled as and when an employee leaves the organization. The impact of such a mechanism is minimal and not material and hence IT is not being accounted for on an accrual basis.

Regular deposIT of statutory dues

In the annexure to the AudITors' report vide clause vii(a)and (b) IT has been stated that the company has not deposITed undisputed dues of Provident fund, income tax, service tax , sales tax, excise duty and VAT etc. on time and there are serious delays. Your directors wish to state that at every board meeting these are periodically reviewed and every effort is made to reduce the same. The primacy of cashflow allocation in a sick company is to ensure that the earnings are increased so that the statutory dues are paid at the earliest. Any cash flow surplus is used as a matter of policy to first clear statutory dues. The promoters have to the extent possible infused funds to clear statutory liabilITies based on decision of the Board.

Reply to the "Observations" of the Secretarial audIT report

Secretarial AudITor (SA)

The SA has stated that the company has not appointed a Company Secretary and CFO as per the requirements of section 203 of Company Act, 2013. Your Directors wish to state that your Company is a sick Company and after the resignation of the existing Company Secretary WEF 17th March 2015 we couldn't find a suITable person who would fIT in to the budget of the Company. Hence, in order to ensure smooth functioning and ensure compliance we have appointed a qualified company secretary as a Compliance officer and would be training her to assume the role of the Company Secretary in due course. In the meantime, the Company will explore the option of getting a suITable person to the post wIThin the budget constraints of the company.

The Board of Directors at their meeting held on 7th August 2015 has appointed a CFO .

Filing of form DpT-4

The company is of the considered opinion that the outstanding liabilITies in the name of the Promoters of the Company are a 'faIT accompli 'sITuation due to the sale of pledges shares of the promoters by the lenders to recover their dues. Hence, IT is not a proactive action by the company in seeking deposIT from the promoters. Further, the amount infused later by the promoters are for meeting the working capITal needs of the company and would eventually form a part of the promoters contribution stipulation as per the guidelines issued by BIFR for rehabilITating the company. The relevant explanation has been made in the note no 45 to accounts.

The amounts referred to above are brought in by the promoters/directors in addITion to the amount that is owed to them by the company due to sale of shares by the lenders are exempted deposITs under clause 2(1)(viii) and 2(1)(xiii) of The Companies ( Acceptance of DeposITs) Rules , 2014 and as such there is no requirement of filing form Dpt4.

whistle blower policy/ vigil mechanism

The Company is commITted to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages ITs employees who have concerns about suspected misconduct to come forward and express these concerns wIThout fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the AudIT CommITtee in appropriate or exceptional cases.

prevention of sexual harassment at workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, ProhibITion & Redressal) Act, 2013 and Rules made thereunder, your Company has constITuted Internal Complaints CommITtee (ICC) as per the provisions of the said Act. No complaint has been received by the commITtee till date.

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

A. Conservation of Energy:

The Company has adequate system of energy conservation wITh the requisITe equipment and installations to conserve the energy resources and to avoid wastage wITh continuous improvements in the production process. The Company's working staff has adopted energy efficient working habITs. No capITal investment was made on upgradation, purchase or installation of energy conservation equipments.

B. Technology Absorption:

The technology required for the operation of business of the Company has already been absorbed. No technology was imported during the last three years.

ExpendITure incurred on research and development.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings during the year - Rs. 800.85 lac Foreign Exchange Outgo during the year - Rs. 234.79 lac

acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial instITutions, banks, Government authorITies, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commITted services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors,

rajesh kumar drolia 07th August, 2015 CHAIRMAN Mumbai

---

Mar 31, 2014

The Members,

The Directors are pleased to present the 22nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2014.

FINANCIAL RESULTS

THE COMPANY''S FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW ARE AS UNDER:

(Rs. in Lakhs)

Particulars F.Y 2013-2014 F.Y 2012-2013

Sales and Other Income 5352.42 5170.19

Profit/(Loss) Before Depreciation, Interest, Tax, Extra-Ordinary Item and Appropriation 304.03 (210.10)

Less : Depreciation 202.42 215.18

Interest / Finance Charges 578.14 1140.40

Profit/(Loss) Before Tax and Extra-ordinary item (476.53) (1565.68)

Less : Provision for Taxation- Earlier year - 100.32

Deferred tax - (245.59)

Profit/(Loss) After Tax (476.53) (1420.41)

Balance brought forward from previous year (16014.64) (14594.22)

Amount available for appropriation(16491.17) (16014.64)

Balance carried to Balance Sheet (16491.17) (16014.64)

PERFORMANCE

During the year under review, your Company has achieved net sales of Rs. 5034.66 Lakhs (previous year Rs. 4947.01 lakhs) and incurred net loss of Rs. 476.53 Lakhs (previous year Rs. 1420.41 Lakhs). We are glad to inform the members that your Company has marginally improved its performance and reduced losses comparatively. Thus, the post tax losses stand at Rs. 476.53 lakhs compared to Rs. 1420.41 lakhs in the previous year. However, the sales continued to suffer due to inability to supply on time due to lack of working funds. The measures started in 2009 continued in right earnest and the Company has started making profits at the EBIDTA level during the current year. The total export including deemed export during the year under review was Rs. 1983.69 Lakhs.

DIRECTORS'' REPORT

With the notifcation of Section 134 of the Companies Act, 2013 effective from 01.04.2014, this report needs to be set out as indicated therein. However, pursuant to issue of General Circular No.8/2014 dated April 4, 2014 by the Ministry of Corporate Affairs, disclosure under this report are made as per the provisions of Section 217 and other relevant rules applicable under the erstwhile Companies Act, 1956.

DIVIDEND

In view of losses, your directors do not recommend any dividend for the year.

OUTLOOK

The outlook for the industry despite the diffculties faced by the economy is good. The rise in rural income and the significant reduction in the poverty line will give a boost to education. The thrust given to SME segment in the budget and the incentives provided for the manufacturing section will see increase in demand for writing instruments and stationery. This will give a fllip to the writing instrument industry. The export to the middle east countries are a challenge due to the general turmoil there and the anti dumping duty that has been levied. However, with the revival signs in USA and expected recovery in Europe things on the export front appears satisfactory.

FINANCIAL RESTRUCTURING

The settlement negotiations with the lenders are at advanced stage and your Company is confdent of formalizing the same with all lenders during the course of the current year. The Board expresses its gratitude to the Lenders for supporting the Company at this crucial juncture.

STATUS OF BIFR REGISTRATION

your Company has been declared as Sick Company within the meaning of section 3(o) of SICA, Act 1985 vide order of Hon''ble BIFR dated 24/01/2014. State Bank of India has been appointed as operating Agency (OA). The Company is in process for preparation and finalization of scheme which will be thereafter submitted to all concerned for their consideration.

STATUS REPORT ON THE SUBSIDIARIES

TODAY''S STATIONERY MART LTD.

There is hardly any activity in this company and the chances of the Company reviving its operations in the near future is remote. However, the bank liability in respect of this Company has been settled by the promoters of Todays Writing Instruments Limited by selling their personal property.

TODAY''S INFRASTRUCTURE AND CONSTRUCTION LTD.

No fresh projects are being undertaken in view of the liquidity constraints faced by the Company. This Company has repaid most of the investments made by the parent Company.

TODAYS PETROTECH LIMITED.

During the year under review Todays Petrotech Limited has become subsidiary of your Company as per the provision of section 4 (1)(a) of the erstwhile Companies Act, 1956.

TODAY''S FLUID TECHNOLOGIES LTD.

The matter relating striking off the name of the Company from the register maintained by Registrar of Companies as per the provision of Companies Act, 1956 is in process and same is expected to be done during the course of this year.

Pursuant, to the provision of section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Holding Company. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the annual report. The annual accounts of these subsidiaries and the related information will be made available to any member of the Company/ its subsidiaries seeking such information and are available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection at the Corporate offices/Registered offices of the respective subsidiary companies.

AUDITORS'' AND AUDITORS'' REPORT

The Statutory Auditors of the Company M/s Ajay Shobha & Co., Chartered Accountants (Firm Registration No. 317031E), retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. your Company has received a letter from the retiring auditors to the effect that their appointment, if made, would be within the prescribed limits under section 141 of Companies Act, 2013 and rules made thereunder. Further, the appointment will have to be in terms of provisions of section 141 of the Companies Act, 2013.

The said Auditors'' have confirmed their willingness to accept office, if re-appointed. The Board on the recommendation of the Audit Committee have proposed the re-appointment of M/s Ajay Shobha & Co as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of the 25th Annual General Meeting to be held in the year 2017 (subject to ratifcation of the appointment by the members at every Annual General Meeting held after this AGM).

1 The Auditors'' have made comment vide para a) of point 9 of the annexure to the Auditors'' Report that 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.

Due to recurring cash losses and the consequent liquidity constraints, there is a delay. However, it will be the endeavour of the company to make payment of above dues in the manner decided by the BIFR BENCH based on the DRS that will be submitted to them for consideration.

2. The Auditors'' have made comment vide point 10 of the annexure to the Auditors'' Report that 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.

The Company has been addressing the issue and is in discussion with the lenders for a settlement. The Company''s reference is registered in BIFR and should be submitting a Draft Rehabilitation Scheme once the settlement with the lenders are agreed upon which will ensure that the net worth of the Company turns positive in due course of time.

3. The Auditors'' have made comment vide point 11 of the annexure to the Auditors'' Report that the Company has defaulted in repayment of dues to banks.

Due to recurring cash losses and the consequent liquidity constraints, the Company has defaulted in repayment of dues to banks. However, the Company is in active discussion with the lenders for settlement of their dues and we expect the same to be finalised shortly.

4. The Auditors'' have made comment vide Point 1 (d) of Auditors'' report that Retirement benefits of employees are not accounted for as per accounting standard 15 (AS 15) prescribed by ICAI.

The Company has accounted the same on cash basis in the books of Accounts and there is no significant and material impact on the profitability / loss of the Company.

Other Observations in the Auditors'' Report are dealt with in the Notes to Accounts at appropriate places and being self- explanatory, need no further explanations.

DIRECTORS

In terms of the provisions of the new Companies Act, 2013, your Company needs to have at least one-third of the total number of directors as independent directors(ID) who shall hold the office for term up to 5 consecutive years. Section 149 of the new Act further provides that any balance tenure of an Independent Director on the date of commencement of the Companies Act, 2013 i.e. 01.04.2014 shall not be counted as term for aforesaid period of 5 years.

In the opinion of the Board, Mr. Rahul Gupta and Mr. Shreedhar Mukund Parande, fulfl the conditions specified in the Act and the Rules framed thereunder for appointment as an Independent Director and they are independent of the management.

Mr. Rahul Gupta, an Independent Director of the Company, retire by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. Under Section 149(10) of the Companies Act, 2013 and Rules made thereunder, and as per Clause 49 of the Listing Annual Agreement, an Independent Director shall now hold office for a term of 5 (five) consecutive years on the Board of the Company and is not subject to retirement by rotation. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Rules made thereunder Mr. Rahul Gupta, being eligible and offering himself for such appointment, is proposed to be re- appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from 11th September, 2014.

Mr. Shreedhar M. Parande, an Independent Director of the Company, whose period of office is liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. Under section 149(10) of the Companies Act, 2013 and Rules made thereunder, and as per Clause 49 of the Listing Agreement, an Independent Director shall now hold office for a term of 5 (five) consecutive years on the Board of the Company and is not subject to retirement by rotation. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Rules made thereunder, Mr. Shreedhar M. Parande being eligible and offering himself for such appointment, is proposed to be re- appointed as an Independent Directors of the Company for a term of 5 (five) consecutive years commencing from 11th September, 2014.

In view of foregoing, Mr. Rajesh Kumar Drolia, will retire at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Director''s Responsibility Statement, the Directors hereby confirm that;

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure;

b) they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the loss of the Company for the year ended on that date;

c) they have taken proper and suffcient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

WHISTLE BLOWER POLICY

The Board of Directors of the Company at its meeting held on May 30, 2014 has adopted the Whistle Blower Policy and has established the necessary Vigil mechanism for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committee.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements have been provided in the Annual Report. These consolidated Financial Reports provide financial informations about your Company and its subsidiaries as a single economic entity. The consolidated financial statements form part of this Annual Report.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public as per Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a Report on Corporate Governance and a certifcate from the Auditors of the Company is given separately, which forms part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

A separate report is appended herewith.

Green InItIatIve

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate Governance" (Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011) allowing paperless compliances by Companies through electronic mode.

Keeping in view the underlying theme and the circular issued by MCA, your Company has participated in Green Initiative and sent documents like General Meeting Notices (including AGM), Audited Financial Statements, Directors'' Report, Auditors'' Report etc. to the shareholders in the electronic form, to the E-mail addresses so provided by the shareholder and made available to the Company by the Depositories, NSDL & CDSL using data maintained by the Depository Participants (DP).

In compliance with the provisions of Section 108 of the Companies Act, 2013, and the Rules made thereunder, the Company is pleased to provide its shareholders with the facility to exercise their right to vote at the 22nd Annual General Meeting of the Company by electronic means and the business may be transacted through e-Voting services provided by the Central Depository Services Limited (CDSL).

ENVIRONMENT AND INDUSTRIAL SAFETY

The Company implements all necessary measures at its plant for protection of environment and industrial safety. The Company carries out improvements regularly to ensure full compliance with statutory requirements & regulations.

RESEARCH AND DEVELOPMENT

The R & D effort of the Company has been limited to improving quality and consistency of the product.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings outgo as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and forms part of the Report.

PARTICULARS OF EMPLOYEES

During the financial year under review, the Company has no employee drawing remuneration above the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 including any amendments thereto and accordingly no statement is annexed.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation of the dedication and commitment of employees during the challenging year. They are instrumental in your Company succeeding in meeting these challenges. your Directors express their gratitude to Government and Non-Government Agencies including SEBI, Stock Exchange, Registrar of Companies, NSDL, CDSL, Bankers, Suppliers Agencies, Customers and shareholders for their continued co- operation and support.

For and on behalf of the Board of directors

Rajesh Kumar Drolia Chairman Place: Mumbai

Date: 01/08/2014

---

Mar 31, 2013

To , The Members,

The Directors are pleased to present the 21st Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2013.

fInanCIaL resuLts tHe Company''s fInanCIaL resuLts for tHe year under reVIeW are as under:

(Rs. in Lakhs) particulars f.y 2012-2013 f.y 2011-2012

Sales and Other Income 5170.19 5948.24

Proft/(Loss) Before Depreciation, Interest,Tax, Extra-Ordinary Item and Appropriation (210.10) (9974.12)

Less : Depreciation 215.18 851.03

Interest / Finance Charges 1140.40 1135.62

Proft/(Loss) Before Tax and Extra-ordinary item (1565.68) (11960.77)

Less : Provision for Taxation- Earlier year 100.32 105.90

and deferred tax (245.59) (1931.32)

Proft/(Loss) After Tax (1420.41) (10135.35)

Balance brought forward from previous year (14594.22) (4458.86)

Amount available for appropriation (16014.64) (14594.22)

Balance carried to Balance sheet (16014.64) (14594.22)

performanCe

This year the Company set itself the target of ensuring that the costs are reduced considerably and the losses are reduced. We are glad to inform the members that the Company has achieved this and the loss at the EBIDTA LEVEL has reduced from Rs. 99.74 Crs to Rs. 2.10 Crs. Likewise, Loss after tax also has reduced from Rs. 101.35 Crs to Rs. 14.20 Crs. While, there was an improvement in the effciency, quality and check on costs, the sales continued to suffer due to lack of working funds. Hence, during the year under review your Company has achieved net sales of Rs. 49.17 Crs (previous year Rs. 57.79 Crs) and incurred net loss of Rs.14.20 Crs (previous year Rs. 101.35 Crs). The measures started in 2009 continued in right earnest and the Company''s performance in the current year is likely to improve. The total export during the year under review was Rs. 14.04 Crs.

dIVIdend

In view of losses, your Directors do not recommend any dividend for the year.

outLooK

The outlook for the industry despite the diffculties faced by the economy is good. The current slowdown in the economy is not expected to affect the industry. The rise in rural income and the signifcant reduction in the poverty line will give a boost to education. This will give a fllip to the writing instrument industry. Your Company is now in a position to beneft from these developments.

fInanCIaL restruCturInG

The settlement negotiations with the lenders are in progress and we are hopeful of formalising the same during the course of this year. The process has taken much longer than anticipated. The Board expresses its gratitude to the Lenders for supporting the Company at this crucial juncture.

status of BIfr proCeedInGs

Pending settlement with the lenders, they have been raising objections at BIFR. In order to bring clarity on issues with reference to reasons for sickness the BIFR has ordered a Special Investigative Audit, which is underway. Your Company is confdent of cruising through the said audit without any problem. A scheme can be submitted once the settlement with the lenders and other creditors are fnalised.

status report on tHe suBsIdIarIes

today''s stationery mart Ltd.

There is hardly any activity in this Company and the chances of the Company reviving its operations in the near future is remote. However, the bank liability in respect of this Company has been settled by the Promoters of Todays Writing Instruments Ltd. by selling personal properties.

today''s Infrastructure and Construction Ltd.

No fresh projects are being undertaken in view of the liquidity constraints faced by the Company. This Company has repaid most of the investments made by the parent Company.

today''s fluid technologies Ltd.

During year this subsidiary has not commenced any business. As the Company is inoperative since incorporation, it has been decided to apply for striking off the name from the register of Companies, maintained by Registrar of Companies.

annuaL aCCounts of suBsIdIarIes

The Ministry of Corporate Affairs has vide General Circular No. 2/2011 dated 8th February 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with account of Holding Company

Pursuant to said circular, the Board of Directors of your Company in their meeting held on 29th May, 2013 has given their consent for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company. Accordingly, we are not attaching Balance sheet, Proft & Loss Account, Directors'' Report and Auditors'' Report and other documents of the Subsidiary Companies. However these documents shall be made available upon request to member of the Company interested in obtaining the same and shall be available for inspection at the Head/Registered Offce of your Company and that of the concerned Subsidiary. As required, the fnancial data of the Subsidiary Companies has been furnished along with the statement pursuant to section 212 of the Companies Act, 1956 and form a part of this Annual Report.

audItors and audItors'' report

The Statutory Auditors of the Company M/s Ajay Shobha & Co., Chartered Accountants(Firm Registration No. 317031E), hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring auditors to the effect that their appointment, if made, would be within the limits specifed in the subsection (1B) of Section 224 of the Companies act, 1956.

1) The Auditor has made comment vide para a) of point 9 of the annexure to the Auditors'' Report that 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.

Due to recurring cash losses and the consequent liquidity constraints, there is a delay. However it will be the endeavour of the Company to make payment of above dues in the manner decided by the BIFR BENCH based on the DRS that will be submitted to them for consideration.

2. The Auditor has made comment vide point 10 of the annexure to the Auditors'' Report that 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.

The Company has been addressing the issue and is in discussion with the lenders for a settlement. The Company''s reference is registered in BIFR and we should be submitting a Draft Rehabilitation Scheme once the settlement with the lenders are agreed upon which will ensure that the net worth of the Company will be positive in due course of time.

3. The Auditor has made comment vide point 11 of the annexure to the Auditors'' Report that the Company has defaulted in repayment of dues to banks.

Due to recurring cash losses and the consequent liquidity constraints, the Company has defaulted in repayment of dues to banks. However, the Company is in active discussion with the lenders for settlement of their dues and we expect the same to be fnalised shortly.

4. The Auditors has made comment vide Point 1 (d) of emphasis of matter of Auditors'' report that Retirement benefts of employees are not accounted for as per accounting standard 15 (AS 15) prescribed by ICAI.

The Company has accounted the same in cash basis in the books of Accounts and there is no signifcant and material impact on the proftability / loss of the Company.

Other Observations in the Auditors'' Report are dealt within Notes to Accounts at appropriate places and being self- explanatory, need no further explanations.

dIreCtors

In accordance with the requirements of the Companies Act, 1956, Mr. Rajesh Kumar Drolia, Director of the Company will retire by rotation at ensuing Annual General Meeting and being eligible, have offered himself for re-appointment at the ensuing Annual General Meeting of the Company.

dIreCtors'' responsIBILIty statement

Pursuant to Section 217(2AA) of Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confrm that ;

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure;

b) they have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the loss of the Company for the year ended on that date;

c) they have taken proper and suffcient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

ConsoLIdated fInanCIaL statement

In accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements have been provided in the Annual Report. These Consolidated Financial Reports provide fnancial informations about your Company and its subsidiaries as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

deposIts

During the year under review, your Company has not accepted any deposits from the public as per Section 58A of the Companies Act, 1956.

Corporate GoVernanCe

Pursuant to clause 49 of the Listing Agreement, a Report on Corporate Governance and a certifcate from the Auditors of the Company is given separately, which forms part of this Report.

manaGement dIsCussIon & anaLysIs

A separate report is appended herewith.

enVIronment and IndustrIaL safety

The Company implements all necessary measures at its plant for protection of environment and industrial safety. The Company carries out improvements regularly to ensure full compliance with statutory requirements & regulations.

researCH and deVeLopment

The R&D effort of the Company has been limited to improving quality and consistency of the product.

ConserVatIon of enerGy, teCHnoLoGy aBsorptIon and foreIGn eXCHanGe

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings outgo as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and forms part of the Report.

partICuLars of empLoyees

During the year under review, the Company has no employee drawing remuneration above the limit prescribed under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 including any amendments thereto and accordingly no statement is annexed.

aCKnoWLedGement

Your Directors place on record their deep acknowledge of the dedication and commitment of employees during the challenging year. They are instrumental in your Company succeeding in meeting these challenges. Your Directors express their gratitude to Government and Non-Government Agencies including SEBI, Stock Exchange, Registrar of Companies, NSDL, CDSL, Bankers, Suppliers Agencies, Customers and shareholders for their continued co- operation and support. for and on behalf of the Board of directors

Registered Offce:

Survey No.251/2,

Valsad Falia, Near

Jain Temple, rajesh Kumar drolia

Dadra, Dadra & Nagar

Haveli, (U.T.)-396 193 Chairman

Date:- 29/05/2013

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Mar 31, 2012

To, The Members,

The Directors are pleased to present the Twentieth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

THE COMPANY'S FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW ARE AS UNDER:

(Rs. in Lacs)

Particulars March-2012 March-2011

Sales and Other Income 5948.24 6768.66

Profit/ (Loss) Before Depreciation, Interest, Tax, Extra-Ordinary Item and Appropriation (9974.12) (1091.27)

Less : Depreciation 851.03 827.53

Interest / Finance Charges 1135.62 1235.21

Profit/(Loss) Before Tax and Extra-ordinary item (11960.77) (3154.02)

Less : Provision for Taxation- Earlier year 105.90 197.24

deferred (1931.32) 88.24

Profit/(Loss) After Tax (10135.35) (3439.51)

Balance brought forward from previous year (4458.87) (1019.35)

Amount available for appropriation (14594.22) (4458.87)

Balance carried to Balance Sheet (14594.22) (4458.87)

DIVIDEND

In view of losses, your directors do not recommend any dividend for the year.

PERFORMANCE

This year was one of great challenge to your Company. While, the key to consolidate the business was the infusion of additional working capital the challenges faced there could not be surmounted totally. While, there was an improvement in the efficiency and check on costs, the sales suffered due to the inability to supply on time due to lack of working funds. While the CDR restructuring should have resulted in additional working capital the bankers refused to consider working capital at this stage. Hence during the year under review your Company has achieved net sales of Rs. 57.79 Crores (previous year Rs. 67.00) and incurred net loss of Rs. 101.35 Crores (previous year Rs. 34.39 crores). During the year, your Company has continued its remedial measures which were started since 2009. Continuing the ongoing exercise of aligning the inventory to realistic value necessitated due the massive exercise of business, restructuring undertaken by the company further diminution in value to the extent of Rs. 48.00 Crores was factored in the year under review. Likewise, the Company has also made suitable provisions for debtors for Rs. 38.21 Crores after reviewing and analyzing the same in detailed, considering all factors affecting the debtors.

The silver lining has been the exports which moved up fromRs. 9.12 Crores in 2010-11 toRs. 14.09 crores in 2011-12. The growipg trend is likely to continue in the current year.

OUTLOOK

The outlook for the industry despite the difficulties faced by the economy is good. The expectation of FDI in multibrand retail is another area that could result in consolidation in the industry. Your Company is expected to strengthen the current phase of restructuring and consolidation during the year and is likely to emerge stronger at the end of the year.

FINANCIAL RESTRUCTURING

The settlement negotiations with the lenders are in progress. There is investor interest in the Company and once the contours of the settlement with the lenders are clear the way forward could be decided. -

The Board expresses its gratitude to the Lenders for supporting the company at this crucial juncture..

STATUS OF BIFR REGISTRATION

The company has been pursuing* the matter with the BIFR and hearings are underway. A scheme can be submitted once the v settlement with the lenders and other creditors are finalized.

CHANGE OF NAME

To reflect the wider coverage of the Company's operations and business, your directors had proposed for change the name * of Company from Today's Writing Products Limited TO Todays writing Instruments Limited. The Members had approved same at the previous Annual General Meeting held on September, 29, 2011. Consequent upon the receipt of all required approvals, name of the Company has been changed from Today's Writing Products Limited to Todays Writing Instruments Limited with effect from 02111.2011. The Fresh Certificate of Incorporation consequent upon Change of Name has been received from the Registrar of Companies, Mumbai, Maharashtra.

EXTENSION OF TIME FOR HOLDING THE ANNUAL GENERAL MEETING

Upon the application of the Company, the Registrar of Companies, Ahmedabad vide its letter dated September 18, 2012, has granted extension for a period up to November 30, 2012 to hold the Annual General Meeting of the Company for the financial year ended March 31, 2012.

STATUS REPORT ON THE SUBSIDIARIES

Today's Stationery Mart Ltd.

There is hardly any activity in this company and the ways of clearing the bank liability is the primary focus at this point in time.

Today's Infrastructure and Construction Ltd.

No fresh projects are being undertaken in view of the liquidity constraints faced by the company.

Today's. Fluid Technologies Ltd.

During year this subsidiary has not commenced any business. Since the Company is inoperative since incorporation, it has been

decided to get the name of company strike off from the register of Companies, maintained by Registrar of Companies.

The Ministry of Corporate Affairs has vide General Circular No. 2/2011 dated 8th February 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with account of Holding Company.

Pursuant to said circular, the Board of Directors of your Company in their meeting held on 31st August, 2012 has given their consent for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company. Accordingly, we are not attaching Balance sheet, Profit & Loss Account, Directors' Report and Auditors' Report and other documents of the Subsidiary Companies. However these documents shallbe made available upon request to member of the Company interested in obtaining the same and shall be available for inspection at the Head/Registered Office of your Company and that of the concerned Subsidiary. As required, the financial data of the Subsidiary Companies has been furnished along with the statement pursuant to section 212 of the Companies Act, 1956 and form a part of this Annual Report.

AUDITORS

M/s Ajay Shobha 6 Co., "Chartered Accountants Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible for reappointment, they have filed a Certificate with the Company to the effect that their appointment, if made, will be within the limits specified in the subsection (1B) of Section 224 of the Companies act, 1956.

1. The Auditor has made comment vide para a) of point 9 of the annexure to the audit report that statutory dues of Provident Fund dues of Rs. 61.14 Lakhs, Income Tax ofRs. 768.15 Lakhs, Dividend Tax of Rs. 39.16 Lakhs, Fringe Benefit Tax of Rs. 18.16, TDS of Rs. 39.86 Lakhs and Sales tax of Rs. 44.09 Lakhs were outstanding for a period of more than six months from the date they became payable.

Due to recurring cash losses and the consequent liquidity constraints, there is a delay. However it will be the endeavor of the company to make payment of above dues as proposed in the restructuring proposal which is underway.

2. The auditor has made comment vide point 11 of the annexure to the audit report that the Company has defaulted in repayment of dues to banks.

Due to recurring cash losses and the consequent liquidity constraints, the Company has defaulted in repayment of dues to banks/However it will be the endeavor of the company to make payment of above dues as proposed in the restructuring scheme which is underway .This when implemented will regularize the repayment of liabilities

3. The auditor has made comment vide point 11' of the annexure to the audit report that the Company has accumulated losses at the end of the financial year and has incurred cash losses during the financial year ended 31st March 2012 and also in the immediately preceding financial Year.

Revenue of the Company's has suffered due to inability to supply on time due to lack of working funds. However, The perfomance has been satisfactory since the Company has retained its market and consolidated it's presence and the Company has continued its remedia measures which were started since 2009.

4. The Auditors has made comment vide Point 3 (d) of Auditors report that the Company has not complied with the Accounting standard 15 (AS-15) relating to provision for retirement benefits of employees.

The Company has accounted the same in cash basis in the books of Accounts and there is no significant and material impact on the profitability / loss of the Company but the Directors of the Company would examine the desirability of changing the method of accounting.

Other Observations in the Auditors' Report are dealt within Notes to Accounts at appropriate places and being self- explanatory, need no further explanations.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Shreedhar M Parande, Director of the Company will retire by rotation at ensuing Annual General Meeting and being eligible, have offered himself for re-appointment.

Mr. Sunil Agarwal, Whole time Director of the Company has resigned from the Board with effect from 14/06/2011.The Board placed on record their sincere appreciation for the services rendered by him during his tenure as Director.

DIRECTORS'RESPONSIBILITY STATEMENT

As stipulated in section 217(2AA) of the Companies Act, 1956, your directors subscribe to the "Directors' Responsibility Statement" and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

b) the selected accounting policies were applied consistently and the directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the loss of the Company for the year ended on that date;

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

d) that the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements have been providedin the Annual Report. These consolidated Financial Reports provide financial information about your Company and its subsidiaries as a single economic entity. The consolidated financial statements form part of this Annual Report. .

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a Report on Corporate Governance and a certificate from the Auditors of the Company is given separately, which forms part of this Report.

MANAGEMENT DISCUSSION a ANALYSIS

A separate report is,appended herewith.

ENVIRONMENT AND INDUSTRIAL SAFETY

The Company implements all necessary measures at its plant for protection of environment and industrial safety. The Company carries out improvements regularly to ensure full compliance with statutory requirements & regulations.

RESEARCH AND DEVELOPMENT

The R&D effort of the Company has been limited to improving quality and consistency of the product.

DEPOSITS

The Company has not accepted any deposits under Section 58A of the Companies Act, 1956.

CONSERVATION OF ENERGYJECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings outgo as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and forms part of the Report.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The Company has no employee drawing remuneration above the limit mentioned at 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 including any amendments thereto and according no statement is annexed.

ACKNOWLEDGEMENT

Your Directors place on record their deep acknowledge of the dedication and commitment of employees during the challenging year. They are instrumental in your company succeeding in meeting these challenges. Your Directors express their gratitude to Government and Non Government Agencies including SEBI, Stock Exchange, Registrar of Companies, Bankers, Suppliers Agencies, Customers and shareholders for their continued co- operation and support.

For and on behalf of the Board of Directors

Sd/-

Rajesh Kumar Drolia

Chairman

Regd. Office :

Survey No.251/2,

Valsad Falia,

Near Jain Temple,

Dadra, Dadra &

Nagar Haveli, (U.T.)-396 193

Date : 19.10.2012

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Mar 31, 2010

The Directors are pleased to present the Eighteenth Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

THE COMPANYS FINANCIAL RESULTS FOR THE YEAR UNDER REVIEW ARE AS UNDER:

(Rs. in Lakhs)

March 2010 March 2009

Sales and Other Income 6533.16 25725.51

Profit/(Loss) Before Depreciation, Interest, Tax, Extraordinary Item and Appropriation (1224.03) (2158.52)

Less: Depreciation 772.34 587.80

Interest / Finance Charges 1848.89 1310.65

Profit/(Loss) Before Tax and Extra ordinary item " (3845.26) (4056.97)

Less: Provision for Taxation - Current - -

- Deferred (391.47) (974.44)

- Fringe Benefit - 7.90

Profit/Loss) After Tax (3453.79) (3090.43)

Balance brought forward from previous year 2094.44 5184.87

Amount available for appropriation (1359.35) 2094.44

Balance carried to Balance Sheet (1359.35) 2094.44



DIVIDEND



In view of losses, your directors do not recommend any dividend for the year.

PERFORMANCE

During the year under review your Company achieved net sales of Rs 63.11 Crores (previous year Rs.256.32Crores) and incurred net loss of Rs. 34.54 Crores (previous year 30.90 crores). During the year the Company has entered in to a consolidation phase and the focus largely has been on cost cutting and other measures and augmenting the working funds to ensure that the order position is met. The concern of market risk has been addressed by setting up distributor limits.for exposure and stopping supplies wherever there was a problem of bad debt. Further, the process of analysis of debtors and taking corrective action to realize or settle the accounts was set in motion. Further, provision of Rs15.80Crs has been made to ensure that greater focus is given on these doubtful debts.

OUTLOOK

The outlook for the industry is optimistic. With more and more international players keen to participate in the domestic growth story of writing instruments due to critical mass and competitive edge attained by this industry in India, the reality of this particular sector becoming the hub for the world is not far away. Simultaneously there is a greater acceptance of the products in the international market. Coupled with the strengthening of the yuan and the better writing quality that the Indian companies have been providing the export market is on an exponential growth path. Your company has during the past four years done lot of ground work to tap this market and currently we are exporting to 16 countries and detailed plans have been drawn up to give further thrust to exports.

On the domestic front, the education and literacy drive of the Government and the increase in per capita GDP in India are creating a platform for a structural growth phase. We are in a virtuous cycle now. We feel confident. And our confidence stems from the team we have built that is passionate about the business we are in.

FINANCIAL RESTRUCTURING

The Company has taken various steps to initiate and conclude a comprehensive financial restructuring. The Company, in March 2009 had submitted a restructuring proposal to all banks under the CDR mechanism .The scheme was admitted by the CDR Empowered group on 12th March 2010 and the final package has been drawn up. We expect the final package to be approved shortly. This will facilitate the smooth working of the Company and alignment of the loan repayment to the cash flow realities of the Business. We are addressing the loan repayment issues with all the non - CDR lenders and are hopeful of an early resolution.

Some lenders and creditors have initiated winding up proceedings against the company to recover their dues. The winding up proceeding instituted by HDFC, which subsequently assigned their debt to IARC has been admitted by the high court.

STATUS REPORT ON THE SUBSIDIARIES:

Todays Stationery Mart Ltd.

The Company will not be opening additional stores for the time being in view of the financial constraintsfaced by the parent company. However, various options in terms of taking that business forward are under consideration.

Todays Infrastructure and Construction Ltd.

The effort is directed towards realizing all the investments made by this company so that same can be ploughed back to the parent company for furthering its business under the current scenario.

Todays Fluid Technologies Ltd

This subsidiary has not commenced any business. The company has shelved the water project initiative as it was unviable.

Delinking Todays Petrotech Ltd from the Company.

The project had a set back due to the problems faced by the Todays Writing Products Ltd. . The delay in project completion lead to cost escalation and a host of other problems. Further, funding of the project also was becoming difficult .Hence, in order to ensure smooth completion and for carrying on the business smoothly additional capital was infused thereby diluting the holding of your company to 37%. Further, the managing of the business is entirely done by professionals and Mr. Rajesh Kumar Drolia and Mr. Ronnie Netto has resigned from the board of Todays Petrotech Ltd. Hence, Todays Petrotech Ltd. is no more a subsidiary. However, as Todays Petrotech Ltd. has a promising future your directors are hopeful of realizing excellent value for the investment at a later date.

AUDITORS

M/s Ajay Shobha & Co., Chartered Accountants Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible for reappointment, they have filed a Certificate with the Company to the effect that their appointment, if made, will be within the limits specified in the subsection (1B) of Section 224 of the Companies act, 1956.

1. The auditor has made comment that the Company has defaulted in repayment of dues to banks

The Company was facing liquidity Constraints from January 2009 due to the global crisis that surfaced in Sept. 2008.The Company immediately approached its bankers with a proposal to restructure its debt given the fact that the business cycle in terms of offtake and payments had considerably slowed down. Since then a series of measures were initiated to limit the damage and the company was successful in it effort to protect its market share and shelf space. The business and the operations were restructured to meet the objectives. The lenders after detailed evaluation admitted the proposal under the CDR mechanism. Thereafter, series of meeting were held to fine tune the package. Further, a TEV study has been conducted which has established the viability of the Company and based on the same final package has been worked out by the lenders. The revised repayment to the banks and financial institution has been proposed based on the said report which your Directors are confident of meeting without any delay.

2. The auditor has made comment that statutory dues of Income tax of Rs. 584.35 Lakh, provident fund dues of Rs. 40.10 Lakh, Dividend Tax of Rs.53.27 Lakhs, Fringe Benefit Tax of Rs. 23.79 Lakh and TDS of Rs.43.68 Lakh were outstanding for a more than six month from the date they became payable.

Due to recurring losses, and the consequent liquidity constraints there is a delayed. However, it will be the endeavor of the Company to make payment of above dues as proposed in the CDR package.

3. The auditor has made comment that The Company has not comply with the Accounting standard 15 (AS-15) relating to provision for retirement benefits of employees.

The Company has accounted the same in cash basis in the books of Accounts and there is no significant and material impact on the profitability /loss of the Company but the Directors of the Company would examine the desirability of changing the method of accounting

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in section 217(2AA) of the Companies Act, 1956, your directors subscribe to the "Directors Responsibility Statement" and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

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

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

d) that the annual accounts have been prepared on a going concern basis.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements have been provided in the Annual Report. These consolidated Financial Reports provide financial information about your Company and its subsidiaries as a single economic .entity. The consolidated financial statements form part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement, a Report on Corporate Governance and a certificate from the Auditors of the Company is given separately, which forms part of this Report.

MANAGEMENT DISCUSSION a ANALYSIS

A separate report is appended herewith.

COMMUNITY DEVELOPMENT AND WELFARE ACTIVITIES

Commitment to the development of a self-reliant community has long been a part of the Todays. The Company has consciously laid emphasis on corporate social responsibility and also on ecology and environment protection. Our business is labour intensive and we have assembling of pens happening over a radius of 100km around Dadra. In our own small way we initiate local program for development and welfare. However, during this year the level, of such activity has been low due to the Companys liquidity constraints.

ENVIRONMENT AND INDUSTRIAL SAFETY

The Company implements all necessary measures at its plant for protection of environment and industrial safety. The Company carries out improvements regularly to ensure full compliance with statutory requirements Et regulations.

RESEARCH AND DEVELOPMENT.

The R&D effort of the Company has been limited to improving quality and consistency of the product this year as a part of strategy to have specific program for overall improvement in quality to be a competitive player in the global market.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr Rajesh Kumar Drolia Director of the Company-will retire by rotation at ensuing Annual General Meeting and, being eligible, have offered himself for re-appointment.

Mr. Sunil Kedia and Mr. Mukesh Gupta Directors of the Company have resigned from the Board due pre occupation else where, with effect from 30/08/2010 respectively. The Board placed on record their sincere appreciation for the services rendered by them during their tenure as Directors,

DEPOSITS

The Company has not accepted any deposits under Section 58A of the Companies Act, 1956..

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Statement giving the particulars relating to conservation of energy, technology absorption and foreign exchange earnings outgo as required under the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and forms part of the Report.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

The Company has no employee drawing remuneration above the limit mentioned at 217 (2A) of the Companies Act, 1956 and according no statement is annexed.

ACKNOWLEDGEMENT

Your Directors place on record their deep acknowledge of the dedication and commitment of employees during the challenging year. They are instrumental in your company suceeding in meeting these challenges. Your Directors express their gratitude to Government and Non Government Agencies including SEBI, Stock Exchange, Registrar of Companies, Bankers, Suppliers Agencies, Customers and shareholders for their continued co- operation and support.

FOR AND ON BEHALF OF THE BOARD

(RAJESH KUMAR DROLIA)

CHAIRMAN

Registered Office :

Survey No.251/2, Valsad Falia,

Near Jain Temple,

Dadra, Dadra & Nagar Haveli, (U.T.J-396 193

Date: 30/08/2010