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22ND aNNual report 2013 - 2014

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Todays Writing Instruments Limited

Company InformatIonBoard of dIreCtors :

Mr. Rajesh Kumar Drolia : Chairman

Mr. Ronald Netto : Managing Director

Mr. Rahul Gupta : Independent Director

Mr. Shreedhar M. Parande : Independent Director

Company seCretary : Ms. Bhavika Shah

statutory audItors : M/s. Ajay Shobha & Co., Chartered Accountants

BanKers :

State Bank of IndiaBank of IndiaHSBC LimitedICICI Bank LimitedAxis Bank Limited

LoCatIons :-

reGIstered offICe :

Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.) - 396193, India CIN :- L74999DN1992PLC000041Tel No. : 0260-2668574 / 2668538/2669818/819/820 Fax No. : 0260-2668536 Email : [email protected] Website: www.todays.co.in

Corporate offICe :

201, Hari Om Chambers, B-16, New Link Road, Andheri (W), Mumbai – 400 053 Tel No. : 022-66954900/66060800 Fax No. : 022-66954910 Email: [email protected]

WorKs:

Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.) - 396193, India

reGIstrar & transfer aGent :

SATELLITE CORPORATE SERVICES PVT. LTD.B-302,Sony Apartment, 3rd Floor, Opp. St. Jude High School, Andheri-Kurla Road, Sakinaka, Jarimari, Mumbai - 400 072. CIN : U65990MH1994PTC077057Tel No. : 022-28520461 / 28520462 Fax No. : 022-28511809 Email : [email protected] Website: www.satellitecorporate.com

Contents PAGE No.

Notice 1

Directors' Report 11

Directors’ Profile 16

Management Discussion & Analysis 17

Corporate Governance Report 18

Independent Auditors' Report 28

Balance Sheet 32

Statement of Profit and Loss 33

Cash Flow Statement 34

Notes to Financial Statements 35

Auditors’ Report on Consolidated Financial Statements 49

Consolidated Balance Sheet 50

Consolidated Statement of Profit and Loss 51

Consolidated Cash Flow Statement 52

Notes to Consolidated Financial Statements 53

Statement pursuant to Section 212 of the Companies Act, 1956 66

E-Communication Registration Form

Proxy Form

Attendance Slip

1 22nd Annual Report 2013-14


notICenotICe is hereby given that the 22nd annual General meeting of the members of todays WrItInG Instruments LImIted will be held on Thursday, 11th September, 2014 at 10.00 a.m at the Registered Office of the Company at Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.) – 396193, to transact the following business :

ordInary BusIness

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as at that date together with the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Rajesh Kumar Drolia (DIN 00118827), who retires by rotation and being eligible, offers himself for re-appointment.

3. To re-appoint Auditors of the Company and to fix their remuneration and to pass the following resolution with or without modifications as an Ordinary Resolution.

“resoLved that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the recommendations of the Audit Committee and the Board of Directors M/s. Ajay Shobha & Co., Chartered Accountants (Firm Registration No.317031E) be and are hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty fifth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the members at every AGM, held after this AGM), at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.”

speCIaL BusIness

4. To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“resoLved that pursuant to the provisions of sections 149,152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed, clarification issued thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, as amended from time to time, Mr. Rahul Gupta (DIN 00247909), a Director of the Company, who retires by rotation at the ensuing Annual General Meeting as per the provisions of the erstwhile Companies Act 1956, and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years commencing from 11.09.2014.

resoLved further that the Board of Directors and/ or the Company Secretary, be and are hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

5. To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“resoLved that pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed, clarification issued thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act, as amended from time to time, Mr. Shreedhar M. Parande (DIN 00542525), a Director of the Company, whose period of office was liable to determination by retirement of Directors by rotation as per the provisions of the erstwhile Companies Act 1956, who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company not liable to retirement by rotation and to hold office for a term of 5 (five) consecutive years commencing from 11.09.2014.


6. To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

“resoLved that in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to approval of the Central Government,if applicable, approval of the Company be and is hereby accorded to the re-appointment of Mr. Ronald Netto (DIN 00502293) as Managing Director of the Company, for a period of 3 (three) years with effect from March 30, 2014,

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notICeon the terms and conditions including remuneration as set out in the Statement annexed to the Notice convening this Meeting, with liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said re-appointment and / or remuneration as it may deem fit and as may be acceptable to Mr. Ronald Netto , subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereto.


7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“resoLved that pursuant to Section 188 and other applicable provisions, if any, of the Companies Act, 2013, approval of the Company be and is hereby accorded for entering into related party transactions, by the Company with effect from 11.09.2014 up to the maximum amounts per annum as mentioned below:

maXImum vaLue of ContraCt /transaCtIon (per annum)(` in Crs)

Transaction defined u/s 188 (1) of the Companies Act, 2013name of the reLated partIes and nature of reLatIonshIp

l sale, purchase or supply of any goods or materials

l availing or rendering of any services

1. Jai Durga Engineering (Promoter directors’ HUF is a proprietor)

2.00 1.00

2. Premium Writing Products (Relatives of Director are partners)

2.00 1.00

l transactions at market prices and on arm’s length basis are exempted being in the ordinary course of business.

resoLved further that although all these transactions are in the ordinary course of business and at the arms’ length basis, the aforesaid consent is sought as a matter of abundant caution, and thus the Board of Directors and/or any Committee thereof be and is hereby authorised to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution and to do all acts, deeds, things, in its absolute discretion deem necessary, proper desirable and to finalise any documents and writings related thereto.”

8. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“resoLved that pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013, and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the existing Articles of Association of the Company be and are hereby substituted by a new set of Articles of Association, a draft of which has been initialed by the Chairman and made available for inspection by the shareholders at the registered office of the Company, be and are hereby approved and adopted as the Articles of Association of the Company in substitution for and to the entire exclusion of all the Articles contained in the existing Articles of Association.

resoLved further that Board of Directors and/ or Company Secretary of the Company, be and are hereby severally authorised by the Company to undertake such acts, deeds and matters, as they may, in their discretion deem necessary, proper or desirable, including any amendment or modification to the proposed Articles of Association as per the suggestion/direction of the regulatory authorities and settle any question, difficulty or doubt that may arise in this regard, including but not limited to making requisite filings with the Registrar of Companies and the Stock Exchanges, that may be required to give effect to the alteration of the Articles of Association in accordance with this resolution.”

notes :

1. The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (Act) in respect of the business under Item Nos. 4 to 8 of the Notice, is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROxy TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROxy NEED NOT BE A MEMBER OF THE COMPANy. The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office, duly completed and signed, not less than FORTy-EIGHT HOURS before the meeting. Proxies submitted on behalf of Limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.



3. The Register of Members and the share Transfer books of the Company will remain closed from Saturday, 6th September, 2014 to Thursday, 11th September, 2014 (both days inclusive).

4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting.

5. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrars and Transfer Agents, sateLLIte Corporate servICes pvt. Ltd. to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to sateLLIte Corporate servICes pvt. Ltd.

6. As per provision of the Section 205A read with Section 205C of the Companies Act, 1956 the Company is required to transfer unpaid dividends remaining unclaimed and unpaid for a period of 7 years from the due date(s) to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Accordingly the unclaimed dividends up to financial year Dec 2005 has been transferred to the said fund. Unclaimed dividend for the year ended on 31st March , 2007 is due for transfer to IEPF on November 03, 2014. Those members who have not encashed their dividend warrants(s) for the said year are requested to revalidate the same by sending it to the Company or M/s. Satellite Corporate Services Pvt. Ltd. It may be noted that once the unclaimed dividend is transferred to the IEPF as above, no claim shall lie against the IEPF or the Company in respect of any amounts which were unclaimed/unpaid for a period of seven years from the dates that they first became due for payment and no payment shall be made in respect of any such claims.

7. Members are requested to bring their attendance slip along with their copy of the Annual Report as copies of the same will not be distributed at the meeting. Attendance slip duly filled up should be submitted at the entrance of the AGM hall.

8. Members desirous of asking any questions at the Annual General Meeting are requested to send their questions so as to reach the Company at least 10 days before the Annual General Meeting to facilitate suitable reply.

9. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

10. Members holding shares in physical form may obtain Nomination Forms from the Company’s Registrar and Transfer Agents. Members holding shares in electronic form may obtain the Nomination Forms from their respective Depository Participants.

11. In terms of SEBI circular no. MRD/Dop/Cir -05/2009 dated 20th May 2009, it is now mandatory for the transferee of the physical shares to furnish copy of PAN card to the Company or its Registrar and Transfer Agents for registration of transfer of shares. Shareholders are requested to furnish a copy of PAN card at the time of transferring their physical shares.

12. The members holding shares in the same name or in the same order of names, under different folios, are requested to notify the relevant details of the said holdings to Satellite Corporate Service Pvt Ltd for consolidation of their shareholding in to a single folio.

13. Members holding shares in physical form are requested to convert their holdings in to dematerialized mode to avoid loss of shares, for ease of portfolio management and for protection from fraudulent transactions.

14. The Notice of the AGM along with the Annual Report 2013-14 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

To support Green Initiative the members holding shares in dematerialized form are requested to register their email addresses with their Depository Participant(DP) or Registrar and Transfer Agent and members holding shares in physical form are requested to register their email addresses with the Company at [email protected] or with Registrar and Share transfer agents viz, Satellite Corporate services Private Limited at [email protected]

15. In compliance with the provisions of section 108 of the Act and the Rules framed thereunder, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by Central Depository Services Limited (CDSL) , on all resolutions set forth in this Notice.

16. 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 22ndAnnual 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)

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The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Friday, 5th September, 2014 at 9.30 a.m. and ends on Sunday, 7th September, 2014 at 5.30 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on date 1st August, 2014 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(II) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period.

(iii) Click on “Shareholders” tab.

(iv) Now, select the Todays Writing Instruments Limited from the drop down menu and click on “SUBMIT”.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

for members holding shares in demat form and physical form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository Participant are

requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

• In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Members who have not updated their DOB with the Company/Depository Participant are requested to enter 01/08/2014.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded

with the depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN (140729009) for the relevant Company Name (Todays Writing Instruments Limited) on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “yES/NO” for voting. Select the option yES or NO as desired. The option yES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.



(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) you can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xviii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password& enter the details as prompted by the system.

(xix) Note for Institutional Shareholders

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

• After receiving the login details they have to create a compliance user should be created who would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected]

Mr. Jatin Patil partner of Mayekar & Associates, Practicing Company Secretaries has been appointed as scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The Scrutinizer shall within a period not exceeding 3 (three) working days from the conclusion of the e-Voting period unlock the votes in the presence of atleast two witnesses not in the employment of the Company and make a scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

The results shall be declared at the AGM of the Company. The results declared along with the scrutinizers report shall be placed on the Company’ website www.todays.co.in and communicated to the Stock Exchanges where the shares of the Company are listed.

17. As required under clause 49(iv) of the Listing Agreement, the details of the director seeking appointment/re-appointment at the forthcoming Annual General meeting:-

sr. no

name and dIn no. age education Qualification

experience/expertise other directorship and the membership of the Committees

of the Board

no. of shares

held as on 31/03/2014

1 Mr. Rajesh Kumar Drolia (DIN 00118827)

54 Commerce Graduate

33 years in the writing Instruments Industry. Mr. Rajesh Kumar Drolia is a first generation entrepreneur. He actively participates in effective segmentation of the market and comes out with new concepts and innovative designs. His main strength is the ability to innovate and bring new designs, models and concepts, suitable for every segment of the market.

Todays Infrastructure and Construction Limited

Todays Stationery Mart Limited

Todays Petrotech Limited

Todays Fluid Technologies Ltd

1,31,420

6


2. Mr. Rahul Gupta

(DIN 00247909)

49 Commerce Graduate

24 years in the Marketing, Designing and Communication

IBD India Private Limited

Gravitas Brands India Private Limited

Nil

3. Mr. Shreedhar M. Parande

(DIN 00542525)

77 B.SC/M.SC/LLb, LLM.CAIIB,AIB.(London),Diploma in German Language, certificate in French Language

Mr. Shreedhar Parande is a B.S.C gold Medalist along with other high profile qualifications. While working with SBI he was responsible for setting up the first 100% international business banking branch in India. He was responsible for setting up first mutual fund in the country and launched offshore funds of over us $ 250 million in collaboration with Morgan Stanley’s. Associated with three majors group such as Hinduja’s, Mittal’s and Mafatlals. Worked with many other reputed corporate/Companies and was instrumental in their diversification and growth.

Khandwala Securities Ltd.KPM Asset Alliance Private Limited Shakti Press Ltd.Anand Finance Strategic Advisors Private Limted Accentia Technologies Limited.Enkorr Energys Limitedyash Finpro International Private Limited

Nil

4. Mr. Ronald Netto (DIN 00502293)

54 B.Com Mr. Ronald Netto is an experienced strategist, who began his career in the creative field. As advertising professional, he has experience of launching over 100 successful brand-building campaigns. Over 2 decades, as a strategist he has gained experience in the fields of Finance, Advertising, Marketing and Corporate Management. He is active in corporate planning and new project planning and development.

Todays Infrastructure and Construction Limited

Todays Stationery Mart Limited

Todays Petrotech Limited

Todays Fluid Technologies Ltd

Green Fields Mission Private Limited

20,000

By order of the Board of directors for todays Writing Instruments Limited

sd/- Bhavika shah Company secretaryplace: mumbai

date: 01/08/2014



explanatory statement(pursuant to section 102 of the Companies act, 2013)

As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 4 to 8 of the accompanying Notice:

Item nos. 4 to 5:

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges, appointed Mr. Rahul Gupta and Mr. Shreedhar M Parande, as Independent Directors at various times, in compliance with the requirements of the clause.

Pursuant to the provisions of section 149 of the Act, which came in to effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as independent directors, who are not liable to retire by rotation.

Mr. Rahul Gupta and Mr. Shreedhar M. Parande, non-executive directors of the Company, have given a declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, both directors fulfill the conditions specified in the Act and the Rules framed thereunder for appointment as an Independent Directors and they are independent of the management.

The terms and conditions of appointment of the above Directors shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday.

Except these directors, being appointees and their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the said resolutions set out at Item Nos. 4 to 5.

In compliance with the provisions of section 149 read with Schedule IV of the Act, the appointment of these directors as Independent Directors is now being placed before the Members for their approval.

Item no.6

The Board of Directors of the Company (the ‘Board’), at its meeting held on February 13, 2014 has, subject to the approval of members, re-appointed Mr. Ronald Netto as Managing Director, for a period of 3 (three ) years w.e.f. March 30, 2014

It is proposed to seek the members’ approval for the re-appointment of and remuneration payable to Mr. Ronald Netto as Managing Director, in terms of the applicable provisions of the Companies Act, 2013.

Broad particulars of the terms of re-appointment of and remuneration payable to Mr. Ronald Netto are as under:

remuneration:-

salary, perquisite and allowances:- up to maximum of `1, 40,000/- per month

Mr. Ronald Netto shall also eligible for the perquisite specified under section IV of schedule V to the Companies Act, 2013

sitting fees:- To be paid as Board may decide as per the provisions of the Companies Act, 2013 and rules & regulations framed thereunder.

statement as required under condition no. (Iv) of section II of part II of schedule v of the Companies act, 2013 are as follows:-

I. GENERAL INFORMATION:

1) Nature of Industry

The Company is into Manufacturing of Writing Instruments and stationery Products.

2) Date of Incorporation of Company:

your Company has been incorporated on 29th April, 1992

3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus:

Not Applicable

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4) Financial performance based on given indicators: (` in Lakhs)

particulars 31st march 2014 31st March 2013Sales and Other Income 5352.42 5170.19Profit/(Loss) Before Depreciation, Interest, Tax, Extra-Ordinary Item and Appropriation

304.03 (210.10)

Less : Depreciation 202.42 215.18Interest / Finance Charges 578.14 1140.39Profit/(Loss) Before Tax and Extra-ordinary item (476.53) (1,565.68)Less : Provision for Taxation- Earlier year - 100.32Deferred tax - (245.58)Profit/(Loss) After Tax (476.53) (1,420.42)

5) Foreign investments or collaborations, if any: N.A

II. INFORMATION ABOUT THE APPOINTEE

1) Background details:

Mr. Ronald Netto is an experienced strategist, who began his career in the creative field. As advertising professional, he has experience of launching over 100 successful brands- building campaigns. Over 2 decades as a strategist he has gained experienced in the field of Advertising, Marketing, Finance and Corporate Management. He is actively involved in corporate planning and development. He has made significant contribution to improve the performance of the Company.

2) Past remuneration:

Up to Maximum `1,40,000 p.m as approved by the members on 30.11.2012

3) Recognition or awards:

Nil

4) Job profile and his suitability:

Mr. Ronald Netto is most suitable for this position as proven by his vast experience in the Advertising, Marketing, Finance and Corporate Management. He is actively involved in corporate planning and development. His association with the writing instruments industry over 17 years is invaluable to the Company.

5) Remuneration proposed:

A maximum of `1,40,000/- p.m. Inclusive of all.

Mr. Ronald Netto shall also eligible for the perquisite specified under section IV of schedule V to the Companies Act, 2013

6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be w.r.t the country of his origin):

The proposed remuneration (,due to current constraints faced by the Company,) is comparatively lower than that paid by industry of comparative size to a person similar to the appointee. However, as and when the performance and financial situation improves, higher remuneration will be considered.

7) Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any:

Apart from Mr. Ronald Netto being a Managing Director of the Company and receiving managerial remuneration, he holds 20,000 Equity Shares of ` 10/- each of the Company in his individual capacity.

III. OTHER INFORMATION

1) Reasons of loss or inadequate profits:

The Company post losses in F.y 2008-09, due to market conditions, slow moving inventory & debtors, has been consciously restructuring its business, operations and finance to align to the realities of the market place, to create a long term sustainable model. This has resulted in progressive reduction of losses. We expect to ramp up capacity in the Coming years and start making profits.

2) Steps taken or proposed to be taken for improvement:

Our goal is to rebuild our financial strength, branding and credibility through focus on our core area of Manufacturing & distribution. We are confident that the restructuring which is underway shall yield the desired results.

3) Expected increase in productivity and profits in measurable terms:

The efforts indicated above have started yielding results while the top line has stabilized, the increase in productivity, profits will largely depend on the successful closure of the recapitalization efforts underway.



IV. DISCLOSURES

1) The following disclosures shall be mentioned in the Board of Director’s Report under the heading ‘Corporate Governance’, if any, attached to the Financial Statement:-

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc. of all the directors: As per Corporate Governance Report attached.

(ii) Details of fixed component and performance linked incentive along with the performance criteria: Not Applicable

(iii) Service contracts, notice period, severance fees: Service contract: 3 years, Notice period: One month, Severance fees: Nil

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable: N.A

The above may be treated as written memorandum setting out the terms of re-appointment of Mr. Ronald Netto as Managing Director under section 190 of the Act.

ExCEPT Managing Director Mr. Ronald Netto, being appointee and his relatives, none of the other Directors and Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 6.

The Board commends the Special Resolution set out at Item No. 6 of the Notice for approval by the Members.

Item no.7transaCtIons WIth reLated partIes u/s 188 of the CompanIes aCt, 2013As per provision of sub-section (1) of Section 188 read with rule 15 of Companies (Meeting of Board and its Powers) Rules 2014, a company (whether private, public or listed) needs to obtain prior approval of the Board of Directors and in case the paid-up share capital of a company is `10 crores or more, in addition, the prior approval of shareholders by way of a Special Resolution for the following transactions with parties considered as related parties:

a) sale, purchase or supply of any goods or materials;

b) selling or otherwise disposing of, or buying, property of any kind;

c) leasing of property of any kind;

d) availing or rendering of any services;

e) appointment of any agent for purchase or sale of goods, materials, services or property;

f) such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company; and

g) Underwriting the subscription of any securities or derivatives thereof, of the company

Further, third proviso to section 188(1) provides that nothing in this sub-section shall apply to any transaction entered into by the company in its ordinary course of business and on arm’s length basis.

The provisions of section 188(3) also provide that if any contract or arrangement entered into under section 188(1) is not ratified by the Board or, as the case may be, by the shareholders at a meeting within three months from the date on which such contract or arrangement is entered into, such contract or arrangement shall be voidable at the option of the Board.

Pursuant, to provisions of the Companies Act, 2013, the Board of Directors of the Company has approved the proposed transactions along with annual limits that the Company may enter into with its Related Parties (as defined under the new Companies Act, 2013) for the financial year 2014-15 and beyond.

All prescribed disclosures as required to be given under the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 are given below in a tabular format for kind perusal of the members:

maXImum vaLue of ContraCt /transaCtIon (per annum) W.e f. 11.09.2013(` in Crs)

Transaction defined u/s 188 (1) of the Companies Act, 2013name of the reLated partIes and nature of reLatIonshIp

sale, purchase or supply of any goods or materials

availing or rendering of any services

1. Jai Durga Engineering (Promoter directors’ HUF is a proprietor)

2.00 1.00

2. Premium Writing Products (Relatives of Director are partners)

2.00 1.00

10


other disclosures:

a Name of the related party and nature of relationship: As provided in table above.b Nature, duration of the contract and particulars of the

contract or arrangement:All proposed transactions would be carried out as part of the business requirements of the Company in ordinary course of business and on arm's length basis.

c Material terms of the contract or arrangementincluding the value, if any:

As referred in point (b) above. Value as mentioned in above table.

d Any advance paid or received for the contract or

arrangement, if any:Nil

e Manner of determining the pricing and other commercial terms both included as part of contract and not considered as part of the contract:

All proposed transactions would be carried out as part of the business requirements of the Company and are on arm's length basis subject to audit regularly.

f Whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors:

All factors have been considered.

g Any other information relevant or important for the members to take a decision on the proposed transaction/resolution:

NIL

Members are hereby informed that pursuant to second proviso of section 188(1) of the Companies Act, 2013, no member of the Company shall vote on such special resolution to approve any contract or arrangement which may be entered into by the Company, if such member is a related party with reference to the contract or arrangement for which the Special Resolution is being passed. The Board of Directors of your Company has approved this item in the Board Meeting and recommends the Resolution as set out in the accompanying Notice for approval of the Members of the Company as a Special Resolution as an abundant precaution.Except Promoter Director (Mr. Rajesh Kumar Drolia) of the Company and his relatives, no other Directors and Key Managerial Personnel of the company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item no.7.Item no.8The existing Articles of Association (AoA) of the Company are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to some provisions of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the provisions of the Companies Act, 2013 (”Act”). The Act is now largely in force. On September 12, 2013, the Ministry of Corporate Affairs (MCA) has notified 98 Sections and on March 26, 2014, MCA has notified most, barring a few, of the remaining Sections. However, substantive Sections of the said Act which deal with the general working of the Companies stand notified. With the coming into force of the Act several regulations of the existing AoA of the Company require alteration or deletion in several articles. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of Articles.The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the Act which sets out the model Articles of Association for a Company limited by Shares. Largely most of the provisions of TABLE ‘F’ has been retained and certain articles have been altered/amended/substituted/modified to facilitate smooth working and to protect the interest of the company and the members. The Proposed new draft AoA shall be open for inspection at the Registered Office of the Company during normal business hours on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.The proposed new draft AoA is being uploaded on the Company’s website for perusal by the Members.None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No.8.

The Board commends the Special Resolution set out at Item No. 8 of the Notice for approval by the Members.

By order of the Board of directors for todays Writing Instruments Limited

sd/- Bhavika shah Company secretaryplace: mumbaidate: 01/08/2014



dIreCtors’ reportTo,

The Members,

your 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:

(` in Lakhs)particulars f.y 2013-2014 f.y 2012-2013Sales and Other Income 5352.42 5170.19Profit/(Loss) Before Depreciation, Interest, Tax, Extra-Ordinary Item and Appropriation 304.03 (210.10)Less : Depreciation 202.42 215.18Interest / Finance Charges 578.14 1140.40Profit/(Loss) Before Tax and Extra-ordinary item (476.53) (1565.68)Less : Provision for Taxation- Earlier year - 100.32deferred 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 ` 5034.66 Lakhs (previous year ` 4947.01 lakhs) and incurred net loss of ` 476.53 Lakhs (previous year ` 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 ` 476.53 lakhs compared to ` 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 ` 1983.69 Lakhs.

dIreCtors’ report

With the notification 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 difficulties 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 fillip 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 confident 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.

12


dIreCtors’ reportstatus 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 ratification 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 ̀ 47.10 Lakhs, Income Tax of ̀ 754.55 Lakhs, TDS of ` 23.20 Lakhs and Maharashtra VAT of ` 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.



dIreCtors’ report 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, fulfil 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 sufficient 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.

14


dIreCtors’ reportCorporate 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 & 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 droliaChairman

place: mumbai

date: 01/08/2014



dIreCtors’ reportanneXure to the dIreCtors’ reportInformatIon reGardInG the CompanIes (dIsCLosure of partICuLars In the report of the Board of dIreCtors) ruLes, 1988.I 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, There were no additional investments or proposal were made to cut down the consumption of energy. The requirement of disclosure under Form A i.e. in respect of conservation of energy is not applicable to the Company.

II teChnoLoGy aBsorptIonII research and development (r & d)1. Specific areas in which R & D carried out by the Company

• Improvement in Processing Techniques • Quality Improvement of Existing Products • Development of New product Design and Moulds

2. Benefits derived as a result of above R & D• New Products have been developed and introduced in our range of Ball pens• Quality Improvement of Existing Products• Development of Techniques and Parameters for End Use Application and Customer Services• Cost Reduction

3. further plan of action Apart from the projects for development of new products, thrust is being given to upgrade the existing products to meet

the changing market taste. With sustainable development being a key component of Corporate function we have initiated action to develop environment friendly pens.

4. expenditure in r & d (` in lakhs)

march, 2014 March, 2013

Recurring 1.34 1.43

II teChnoLoGy aBsorptIon, adaptatIon and InnovatIon The technology orientation is towards reducing cost of the pen in view of the competitive business environment. Innovative

ideas have been suggested and work in these areas are under progress for ensuring long term competitive health of the company. The absorption and improvements are an ongoing process to maximize benefits.

III foreIGn eXChanGe earnInGs and outGo

march, 2014 (` in lakhs )

March, 2013 (` in lakhs )

1. foreIGn eXChanGe earnInGs Foreign Exchange Earnings 780.60 1404.292. outGo of foreIGn eXChanGe Value of Import on C.I.F. Basis

(i) Raw Materials 76.31 51.24 (ii) Finished Goods 82.14 157.53(iii) Components 76.03 197.88

3. eXpendIture In foreIGn eXChanGe Travelling 3.14 2.41

for and on behalf of the Board of directors

rajesh Kumar droliaChairman

place: mumbai

date: 01/08/2014

16


dIreCtors’ profILemr. rajesh Kumar drolia, Chairman

Mr. Rajesh Kumar Drolia (54 years) is a Commerce graduate and a self-made dynamic entrepreneur having 33 years’ experience in the Writing Instruments Industry. A first generation entrepreneur, he actively participates in effective segmentation of the market and comes out with new concepts and innovative designs. His main strength is the ability to innovate and bring new designs, models and concepts, suitable for every segment of the market. Under his leadership the Company has achieved tremendous success over the years.

mr. ronald netto, managing director

Mr. Ronald Netto (54 years) is an experienced strategist, who began his career in the creative field. As advertising professional, he has experience of launching over 100 successful brand-building campaigns. Over 2 decades, as a strategist he has gained experience in the fields of Finance, Advertising, Marketing and Corporate Management. He is active in corporate planning and new project planning and development.

mr. rahul Gupta, non executive director & Independent director

Mr. Rahul Gupta (49 years) is a Commerce graduate having vast experience in the field of marketing, designing and communication. His practical experience in the field of marketing is very helpful in forming various marketing strategies

mr. shreedhar m. parande: non executive & Independent director

Mr. Shreedhar M. Parande (77 years) is a B.S.C gold Medalist along with other qualifications like M. Sc., LLB, LLM. CAIIB, AIB. (London), Diploma in German Language, Certificate in French Language. While working with SBI in the capacity of GM he was responsible for setting up of first 100% international business banking branch in India. He was responsible for setting up first mutual fund in the country and launched off shore funds of over us $ 250 million in collaboration with Morgan Stanleys’. He was associated with three majors group such as Hindujas’, Mittals’ and Mafatlals’. Worked with many other reputed corporate/Companies and was instrumental in their diversification and growth. He is also holding directorship in various reputed listed and unlisted companies. His vast experience in the field of banking, finance and administration is an asset to the Company.



The management of Todays Writing Instruments Limited is pleased to present the overall analysis of the Company’s performance during the year under review and a brief assessment of the future outlook and prospects.Industry struCture and deveLopmentWriting Instruments continued to occupy a very important place in the stationery segment. The existing players have augmented capacity,as slowly the Indian writing instruments industry is gaining in importance as the pen manufacturers for the world. The deepening relationship of the existing tie up of Mitshubishi with Linc pens and the predominant position in the management acquired by BIC in Cello are pointers to the metamorphosis in the industry. The smart rise in exports of the major player also is indicative of the fact that India is emerging as a manufacturing hub for plastic pens, thus providing an option to the world to source their requirement.The industry continued to focus on variety, though, the range is now limited as the focus has shifted to automation which, in turn limits the number of varieties that can be churned out. Moving forward to improve efficiency major automation drive will be witnessed. Further, the industry is keenly awaiting the change in the labour laws in line with global practices as currently it is labour intensive. However, the situation in Iraq and the increase in crude prices are being keenly watched, as it will make a material difference to the input cost of the industry. There are expectations of reduction in import cost due to lowering of import duty on polymers.The aforesaid developments point to an exciting long term prospects for the industry.opportunItIes and threatsThe opportunities are immense in view of the developments stated above. The export opportunities are promising and our Company has continued to perform well in this area. However, the anti-dumping duty on Indian pens in a few countries have been a dampener and the industry is collectively addressing the issue. The currency risk is being closely monitored due to the strengthening of the rupee, since the new government took charge. The opportunities in the domestic market are decent and demand has been growing at a healthy pace despite fear of slowdown.The threat of obsolescence in case of delay in modernisation and adoption of best international practices for manufacture needs to be examined and all the players are addressing the same by undertaking expansion and modernisation drive. Our Company given the constraints is addressing the issue by choosing the price points and geography of operation carefully and given the limited resources are modernising in selected areas relevant to the current business model. In due course, we also intend to undertake a full fledged modernisation drive. Our in- house capabilities continues to be a great strength in countering the modernisation drive of competitors.eXportExport opportunities continue to be promising. While, the Company has exported goods (including deemed export) worth ` 1983.69 Lakhs during this financial year. We have also grown at a healthy pace and increased our exports (including deemed export) from ` 1404.29 Lakhs last year to ` 1983.69 Lakhs in this Financial year, but for the disruption of peace & political uncertainties in the Middle East countries coupled with the difficulties faced in transactional processing with certain Middle East countries due to banking restrictions, the exports could have been much higher. We continue as a leading player in many of the Middle East countries. out LooK This has been dealt with in the Report of Directors.rIsK manaGementSince the Company is operating in a very healthy competitive environment, it is exposed to increasing risk related to operating performance and sustainability. Company has a competition risk where in it is able to sustain the competition by offering wide varieties of pens at very competitive prices. Cost of raw materials too adds up the cost of production, but long healthy relations with the suppliers have enabled Company to procure the raw materials on time and at Competitive prices. The Company’s performance can be affected by weak consumer spending and sluggish economy. But however, with the increasing government spent on education, India’s stationery market is poised to grow significantly. Besides, growing per capita income, increased student enrolment and enhanced literacy are expected to catalyse the demand for writing instruments. The budget announcement of incentives for SME sector, in terms of manufacturing is likely to results in new business establishments being set up. As a spin off, the service sector too will benefit. These augur well for the writing instruments industry. Also, marketing and distribution risk is very well managed as the Company has more than 50 distribution network with reach from metropolitans cities to rural areas. InternaL ControL systemThe Company has implemented Internal Control Systems commensurate with the size of operations of the Company.fInanCIaL and produCt WIse performanCeThis has been dealt with in the report of the Directors.human resourCe deveLopment and IndustrIaL reLatIons Industrial relations continue to remain peaceful and this key resource has been nurtured over a period of time. your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring good performance of the Company during the year.CautIonary statementThe statement made in this report describing the Company’s expectations and estimation may be a forward looking statement within the meaning of applicable securities laws and regulations. Actual results may differ from those expressed or implied in this report due to the influence of external and internal factors, which are beyond the control of the Company.

manaGement dIsCussIon and anaLysIs

18


Corporate GovernanCe reportPursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance is given below:

1. Company’s phILosophy on Code of GovernanCe

Company’s philosophy on corporate Governance is to ensure fairness, transparency, accountability, credibility and responsibility to all stakeholders.

The Company is committed to good Corporate Governance i.e., to achieve business excellence and add shareholder value following desired disclosure practices and sound decision-making achieved through harmonious interactions amongst the Board of Directors, its Committees and Senior Management. Integrity, transparency and ethical practices are the key guiding principle for all decisions, transactions and policy matters.

In line with the said commitment, the Company has ensured that persons having vast professional experience in various functional areas are appointed on the Board of Directors. Similarly, the Committees are headed by independent directors having expertise in the related areas.

2. Board of dIreCtors

The Board of Directors is entrusted with the ultimate responsibility of the management, direction, performance and good Corporate Governance of the Company, and is vested with requisite authority. The present strength of the Board is four Directors. The Board comprises of one Executive Director and three Non-Executive Directors including 2 Independent Directors.

Composition of Board as on 31st march, 2014

name of director designation CategoryMr. Rajesh Kumar Drolia Chairman Non-Executive Director (Promoter)Mr. Ronald Netto Managing Director Executive DirectorMr. Rahul Gupta Director Non-Executive & Independent DirectorMr. Shreedhar M. Parande Director Non-Executive & Independent Director

None of the Directors is a member of the Board of more than fifteen companies or Members of more than ten Board level Committees or a Chairman of more than five such Committees.

Four Board Meetings were held during the financial year 2013-14 on the following dates:

April, 2013 to June, 2013

July, 2013 to September, 2013

October, 2013 to December, 2013

January, 2014 to March, 2014

29/05/2013 14/08/2013 14/11/2013 13/02/2014

The maximum interval between any two meetings was well within the maximum permitted gap of 120 days.

The attendance record of the Directors at Board Meetings held during the financial year 2013-14 and their memberships to the committees of the Board and shareholding of the Directors are given below:

name no. of Board meetings attended

attendance at the Last aGm

no. of directorship

in other public Limited Companies #

no. of Committee positions held in

other public Limited Companies#*

share holding by the

director as on31/03/2014

Chairman MembersMr. Rajesh Kumar Drolia 4 yes 4 Nil Nil 1,31,420Mr. Rahul Gupta 4 No Nil Nil Nil 0Mr. Ronald Netto 4 yes 4 Nil Nil 20,000Mr. Shreedhar M. Parande 4 yes 4 1 1 0

#For the purpose of considering the number of directorships and Committee positions, all Public Limited Companies, whether listed or not, have been included and all other Companies including Private Limited Companies, Foreign Companies and companies under Section 25 of the Companies Act, 1956, have been excluded.

*In accordance with Clause 49 of the Listing Agreement, Membership /Chairmanships of only Audit Committees and Shareholders’/Investors’ Grievances Committees in all public limited Companies have been considered.

Our definition of Independence of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationship disclosed, all Non-Executive Directors other than the Chairman are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.



Corporate GovernanCe report3. audIt CommIttee

The Audit Committee of the Company comprises of two Non-executive & Independent directors and one Executive director. The Committee is headed by Mr. Shreedhar M. Parande, an Independent Director. All the members have relevant finance and accounting expertise. The Audit Committee plays an important role in reporting the financial performance and review of internal control procedures apart from providing direction to and overseeing the Audit and Risk Management functions, interacting with statutory auditors and reviews matters of special interest.

The Committee’s Composition meets with requirements of section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Role of the Audit Committee interalia, includes the following:

• Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

• Matters required to be dealt with in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956

• Changes, if any, in accounting policies and practices and reasons for the same

• Major accounting entries involving estimates based on the exercise of judgment by management

• Significant adjustments made in the financial statements arising out of audit findings

• Compliance with listing and other legal requirements relating to financial statements

• Disclosure of any related party transactions

• Qualifications in the draft audit report.

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

• Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the Internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors any significant findings and follow up there on.

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults, if any in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

• Carrying out such other functions as may be specifically referred to the Committee by the Company’s Board of Directors and /or other Committees of Directors.

20


Corporate GovernanCe report• Reviewing the following information:

• The Management discussion & analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• The appointment, removal and terms of remuneration of internal auditors/ the Chief internal auditor.

During the financial year under review, four meetings of the Audit Committee were held on 29.05.2013,14.08.2013, 14.11.2013,13.02.14. The composition of the Audit Committee as on 31st March, 2014 and attendance of the members in the meetings held during the financial year 2013-14 are as under:

sr. no.

name of director Category designation no. of meetings held during the

year

no. of Committee meetings attended

1 Mr. Shreedhar M. Parande

Non-Executive, Independent Director Chairman 4 4

2 Mr. Rahul Gupta Non-Executive, Independent Director Member 4 4

3 Mr. Ronald Netto Managing Director Member 4 4

Senior key financial officials and Statutory Auditors are permanent invitees. Executives of the Finance, Accounts, Secretarial, internal Audit and other departments are invited on a need based manner. The Company Secretary acts as the Secretary to the Committee.

The Audit Committee reviews the consolidated financial statements of the Company and the investments made by its unlisted subsidiary companies. The minutes of the board meetings along with a report on significant developments of the unlisted subsidiary companies are periodically placed before the Board of Directors of the Company.

Mr. Shreedhar M. Parande, Chairman of Audit Committee was present at the last Annual General Meeting to answer shareholders queries.

4. remuneratIon CommIttee / nomInatIon and remuneratIon CommIttee

The Board of Directors of the Company has constituted the Remuneration Committee to recommend the remuneration payable to the Managing Director, Whole time Director, Non-Executive Directors as per the erstwhile Companies Act, 1956. The Committee met once on 13.02.2013 during the financial year 2013-14, which was attended by all members of the Committee.

Pursuant to the Section 178(1) of the Companies Act, 2013, the Board of Directors at its meeting held on May 30, 2014 constituted a committee known as Nomination and Remuneration Committee. The Committee’s Composition meets with requirements of section 178 of the Companies Act, 2013

The terms of reference of the Committee inter-alia includes the following

(a) identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal

(b) To carry out evaluation of every Director’s performance

(c) To formulate the criteria for determining qualifications positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees

(d) To formulate the criteria for evaluation of Independent Directors and the Board

(e) To devise a policy on Board Diversity

(f) To Recommend/review remuneration of the Managing Director based on their performance and defined assessment criteria

(g) To carry out such other functions as may be necessary or appropriate for the performance of its duties.

(h) while formulating the policy as far as possible ensure that:-



Corporate GovernanCe report• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of

the quality required to run the Company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentives pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

In view of the setting up of the Nomination and Remuneration Committee, the erstwhile Remuneration committee was dissolved by the Board of Directors at its meeting held on May 30, 2014.

remuneratIon poLICy

The Remuneration policy takes in to account Company’s financial position, the grade and the position held by the incumbent concerned and his overall performance.

Remuneration of the Directors as per Accounts for the financial year ended 31st March 2014

Name All elements of remuneration package

i.e salary, benefits, bonuses, pension etc.

(In `)

Fixed component and performance linked

incentives along with the performance

criteria ( In `)

Service contracts notice period severance fees

Stock option details,

Mr. Ronald Netto *12,00,000/- P.A Nil Notice period :- 1 months, Severance fees :- N.A

Please see Note ‘a’

a . Presently the Company does not have any stock Option Scheme.

Non-Executive Directors of the Company are only entitled to the sitting fees for the meeting of the Board of Directors attended by them.

*During the F.y. 2013-14 Mr. Ronald Netto has drawn only ` 6,90,700/-, in view of the liquidity constraints in the Company.

5. sharehoLders/Investors’ GrIevanCe CommIttee/staKehoLders’ reLatIonshIp CommIttee

The Shareholders/Investors’ Grievance Committee oversees redressal of Shareholders and investor grievances/complaints like delay in transfer of shares, non-receipts of annual report /dividend warrants, issue of duplicate Shares etc., The Committee also monitors and reviews the performance of Registrar & Transfer Agents and recommends measures for overall improvements in the quality of investor services.

The Investors’ Grievance Committee is headed by Mr. Rahul Gupta, an Independent & Non-Executive Director. Four meetings of the Shareholders/ Investors’ Grievance Committee were held during the year 2013-2014.

The composition of the Committee during the year 2013-14 and attendance of the members in the meetings of the Committee held during the financial year 2013-14 are as under:

sr. no.

name of director Category designation no. of meetings held

during the year

no.of Committee meetings attended

1 Mr. Rahul Gupta Non-Executive, Independent Director Chairman 4 42 Mr. Ronald Netto Managing Director Member 4 43. Mr. Rajesh Kumar Drolia Non-Executive Director Member 4 4

To expedite the process of share transfer, the Board has delegated necessary process to the Registrar and Share Transfer Agents viz; M/s. Satellite Corporate Services Pvt. Ltd, Mumbai.

Pursuant to clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half yearly basis, have been issued by a Company Secretary- in Practice for due Compliance of Share transfer formalities by the Company.

The Company has dealt with all queries received from its shareholders in accordance with law. It is the Company’s endeavour to promptly attend to all complaints and queries. No complaint was pending as on 31st March, 2014.

The Company Secretary acts as the Secretary and Compliance officer to the Committee.

As per the provisions of sub-section (5) of Section 178 of the Companies Act, 2013, the Committee has been re-named as the Stakeholders’ Relationship Committee by the Board of Directors at their meeting held on 30.05.2014. The Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of

22


Corporate GovernanCe reportShareholders’/investors’/security holders’ Complaints. The Committee’s Composition and terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provision of the Companies Act, 2013.

6. GeneraL Body meetInGs

During the last three years General Meetings of the Shareholders of the Company were held at Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, D & N.H. (U.T.) – 396 193 on the following dates :

For the year AGM/EOGM Date Time Special Resolutions Passed 2010-2011 19th AGM 29th September, 2011 9.30 a.m 2 2011-2012 20th AGM 30th November, 2012 10.00 a.m 12012-2013 21st AGM 30thSeptember, 2013 10.00 a.m 0

NB: No special resolution was passed through Postal Ballot during the Financial year 2013-14. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a special resolution through Postal Ballot. The Company has proposed 3 Special Resolutions through Postal Ballot, the process for which is underway. Procedure for Postal Ballot is being followed as per the Provisions of the Companies Act, 2013.

7. dIsCLosures

Materially significant related party transactions

During the financial year 2013-14 there were no transactions of material nature with the directors or the management or their relatives that had potential conflict with the interest of the Company. Besides the transactions reported elsewhere in the Annual Report, there were no other related party transactions with the promoters, Directors, the management or their relatives during the year with potential conflict of interest with the Company at large.

statutory Compliance

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties/strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above. Apart from the above, the Company has complied with the mandatory provisions of corporate governance

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 mechanism for employees to report concerns about unethical behavior. No person has been denied access to the Audit Committee.

The Company has constituted Nomination and Remuneration Committee meeting the requirement of Clause 49 of the Listing Agreement and the Companies Act, 2013.

accounting treatment

In the preparation of the financial statements, the generally accepted accounting principles and policies were followed. All the mandatory Accounting standards were followed in the preparation of the financial statements. During the year under review the Company has not changed its Accounting Policies.

Board disclosure- risk management

The main objective of Risk Management is risk reduction and avoidance as also to help the Company to identify the risks faced by the business and optimise the risk management strategies. The Company has a defined risk management framework.

8. ImpLementatIon of Code of ConduCt for InsIder tradInG

Today’s has adopted Code of Conduct for Insider Trading and is based on the SEBI framework. Today’s follows strict guidelines in respect of insiders’ stock trading and related disclosures. Under the aforesaid code all Directors and Designated Employees are required to conduct all their dealing in securities of the Company only in valid trading window after obtaining pre clearance from the Company as per the pre dealing procedure described in the Code.

Further, the Board of Directors have approved and adopted a Code of Conduct for the members of the Board and senior management of the Company as per clause 49 of the Listing Agreement. This Code of Conduct is posted on the website of the Company and the members of the Board and senior management have affirmed the annual compliance of the Code. A declaration to this effect duly signed by the MD & CEO forms part of this report.

9. reConCILIatIon of CapItaL

As stipulated by SEBI, a Chartered Accountant carries out Audit to reconcile the total admitted capital with National Securities Depository Limited and Central Depository Services (India) Limited as also the total issued and listed capital.



Corporate GovernanCe reportThis audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges. The audit confirms that the total Listed and paid up Capital is in agreement with the aggregate of the total number of Shares in dematerialised form (held by NSDL and CDSL) and total number of Shares in physical form.

10. CompLIanCe

The Company is fully compliant with all the provisions of clause 49 of the Listing Agreement entered in to with the stock Exchange(s). A certificate from statutory Auditors of the Company as stipulated in clause 49 of the Listing Agreement is annexed and forms part of this Annual report.

As required, a brief profile and other particulars of the directors seeking Appointment/reappointment are given in the Notice of the ensuing Annual General Meeting and forms a part of this report.

11. Ceo/Cfo CertIfICatIon

The Managing Director, being the CEO of the Company have submitted a Certificate to the Board regarding the Financial Statements and other matters as required under Clause 49(V) of the Listing Agreement.

12. means of CommunICatIon

Quarterly Results Quarterly results are taken on record by the Board of Directors, submitted to the Stock Exchange and then published in Newspapers in terms of the requirements of Clause 41 of the Listing Agreement.

Newspapers in which results are normally published The Audited/ Unaudited Results are published in Free Press Journal English Newspaper and in Navshakti, Marathi News paper and Daman Ganga in Gujarati News paper.

Any Website, where displayed todays.co.inWhether Management Discussions and Analysis Report is a part of Annual Report

yes

Whether Corporate Governance Report forms Part of the Annual Report

yes

There was no presentation made by the Company to any of the Institutional Investors or Analysts.

The Company has not entered into agreement with any Media Companies.

13. GeneraL sharehoLders InformatIon

22nd annual General meeting Date & Time Venue

: 11th September, 2014 at 10.00 A.MSurvey No. 251/2, Valsad Falia,Near Jain Temple, Dadra,D & N.H. (U.T.) - 396 193

Book Closure date : 06th September, 2014 to 11th September, 2014 (both days inclusive)

Registered Office : Survey No. 251/2, Valsad Falia,Near Jain Temple, Dadra,D & N.H. (U.T.) - 396 193Tel.: (0260) 2668538, 2668574, 2668884Fax : (0260) 2668536E-mail : [email protected] website :todays.co.in

dividend payment datefinancial Calendar (tentative) financial year financial reporting for the quarter ending June 30, 2014financial reporting for the quarter ending september 30, 2014financial reporting for the quarter ending december 31, 2014financial reporting for the annual results for the year ended on march 31, 2015

::::::

Not Applicable 1st April to 31st MarchOn or before August 14, 2014On or before November 14, 2014On or before February 14, 2015On or before May 30, 2015

Listing on stock exchanges : Bombay Stock Exchange Ltd

National Stock Exchange of India LimitedNote : Listing fees to all above Stock Exchanges have been paid for the year 2014-2015

24


stock Codes/symbol:

BSE 531830

NSE Todays

Demat ISIN Numbers allotted by NSDL and CDSL INE944B01019

Corporate Identification Number (CIN) of the Company L74999DN1992PLC000041

market price data

The monthly high and low closing prices of shares traded during the financial year 2013-2014 are as given below:

Bombay stock exchange Limited

(Bse)

Bse sensex national stock exchange of India Ltd

(nse)

nIfty

month high (`) Low (`) high Low high (`) Low (`) high LowApril-13 3.00 1.5 19622.68 18144.22 2.85 1.45 5962.3 5477.2May-13 2.05 1.25 20443.62 19451.26 1.80 1.05 6229.95 5910.95June-13 1.76 1.30 19860.19 18467.16 1.45 1.30 6011 5566.25July-13 1.72 1.35 20351.06 19126.82 1.65 1.35 6093.35 5675.75August-13 2.68 1.72 19569.20 17448.71 1.80 1.70 5808.5 5118.85September-13 2.50 1.84 20739.69 18166.17 1.95 1.75 6142.5 5318.9October-13 2.42 2.10 21205.44 19264.72 2.20 1.90 6309.05 5700.05November-13 2.80 2.15 21321.53 20137.67 2.30 2.30 6342.05 5972.45December-13 2.73 2.00 21483.74 20568.70 2.30 2.20 6415.25 6129.95January-14 2.55 1.98 21409.66 20343.78 2.30 2.10 6358.3 6027.25February-14 2.35 2.02 21140.51 19963.12 2.40 2.10 6382.7 5933.3March-14 2.83 2.11 22467.21 20920.98 2.55 2.20 6730.05 6212.25

Share performance of the Company in Comparison to BSE Sensex

registrars and transfer agents(Share transfer and communication regarding share certificates, dividends and change of address)

: satellite Corporate services pvt. Ltd. B-302,Sony Apartment,3rd Floor, Opp, St. Jude High School,Andheri-Kurla Road,Sakinaka,Jarimari,Mumbai - 400 072.CIN : U65990MH1994PTC077057Tel No. : 022-28520461 / 28520462Fax No. : 022-28511809Email : [email protected]: www.satellitecorporate.com

Corporate GovernanCe report



share transfer system

Transfer of shares in dematerialised form is done through the depositories without any involvement of the Company. Transfer of shares in physical form is normally processed within a period of 15 days from the date of lodgement, subject to documents being valid and complete in all respects. To expedite the process of share transfer, the Board has delegated necessary power to the Registrar and Share Transfer Agents viz; M/s. Satellite Corporate Services Pvt. Ltd, Mumbai.

The Company obtains from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities as required under clause 47(c) of the Listing Agreement with Stock Exchanges and files a copy of the said certificate with Stock Exchanges

dividend

Shareholders who have not encashed their Dividend instruments (for earlier periods) may approach our Registrar & Share Transfer Agent M/s. Satellite Corporate Services Pvt. Ltd, Mumbai for issue of cheques/Demand drafts in lieu of dividend instruments quoting the Folio No / Client Id. Please note that as per Section 205 (a) as per Companies Act, 1956 dividend which remains unpaid / unclaimed for a period over 7 years has to be transferred by the company to the Investor Education & Protection Fund (IEPF) and no claim shall lie on such unclaimed dividends from IEPF by the members. year wise details are given below.

year dividend type dividend paidpercentage (%)

* Last date for claiming unpaid dividend//due date for transfer to the Investor education and protection fund

2006-07 Final 5% 04/11/20142007-08 Final 5% 04/11/2015

*Indicative dates. Actual Dates may vary

distribution of shareholding as on :

31.03.2014 31.03.2013no. of equity shares

heldno. of share

holders

% of share

holders

no. of shares held

% share holding

no. of share

holders

% of share

holders

no. of shares held

% share holding

1 – 100 2842 36.90 190482 1.49 2864 36.60 191711 1.50101 – 200 956 12.41 176612 1.38 970 12.40 179532 1.40201 – 500 1686 21.89 665606 5.19 1710 21.85 674699 5.27501 – 1000 982 12.75 839606 6.55 1016 12.98 868681 6.781001 – 5000 964 12.52 2300695 17.96 990 12.65 2364191 18.455001 – 10000 138 1.79 1038598 8.11 143 1.83 1072928 8.3710001 and above 133 1.74 7601701 59.33 132 1.69 7461558 58.23total 7701 100 12813300 100 7825 100 12813300 100

Categories of shareholding as on :

31.03.2014 31.03.2013Category no. of

share holders

% of share

holders

no. of shares held

% share holding

no. of share

holders

% of share

holders

no. of shares held

% share holding

Promoters 16 0.21 1590862 12.42 13 0.17 15,90,862 12.42Individuals 7399 96.08 7533605 58.80 7483 95.63 73,31,570 57.22Banks & FI’s 3 0.04 786813 6.14 3 0.04 7,86,813 6.14Corporate 238 3.09 2779064 21.69 277 3.54 29,78,962 23.25NRI & OCBs and others 45 0.58 122956 0.96 49 0.63 1,25,093 0.98total 7701 100.00 12813300 100.00 7825 100 12813300 100


26


sharehoLdInG pattern as on 31/03/2014

dematerialisation of shares as on 31.03.2014

1,26,41,833 Equity Shares of the Company representing 98.66% of the Company’s Share capital is dematerialized as on 31.03.2014, the details of which are as under:

mode shares shareholders

no. of shares % total Capital no. of shareholders

% to total shareholders

holdings in physical mode 1,71,467 1.34 759 9.85

held in demat form with nsdL 91,11,137 71.11 4182 54.31

held in demat form with CdsL 35,30,696 27.55 2760 35.84

total 1,28,13,300 100 7701 100

The Company has paid Annual Custodial Fees of F.y 2014-15 for both the Depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

outstanding Gdrs /adrs/Warrants etc.

The Company has not issued any GDRs /ADRs/Warrants and hence no amount is outstanding as at the year end.

details on use of public funds obtained in the last three years

No funds have been raised from Public in the last three years.

plant Location : Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, D & N. H. (U.T.) – 396 193

address for correspondence :

(a) For Shares held in Physical Form

Satellite Corporate Services Pvt. Ltd. B-302,Sony Apartment, 3rd Floor, Opp, St. Jude High School, Andheri-Kurla Road, Sakinaka, Jarimari, Mumbai - 400 072.

Tel No.: 022-28520461/28520462, Fax No.: 022-28511809, Email: [email protected]

(b) For shares held in Demat Form to the respective Depository Participants.

(c) For any other query

Ms. Bhavika Shah, Compliance Officer at Todays Writing Instruments Limited.

Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, D & N.H. (U.T.) - 396 193

Tel.: 91- 260- 2669818/819/820, 91-22-66954900,66060800 Fax No. (0260) 2668536/91-22-66954910

E-mail-: secretarial@todays–pens.com




deCLaratIon

I. Ronald Netto, Managing Director of Todays Writing Instruments Limited hereby declare that all the members of the Board of Directors and the Senior Management Personnel have affirmed compliances with the Code of Conduct for the year ended 31st March, 2014.

place: mumbai By and on BehaLf of the Board

date:- 01/08/2014

ronaLd netto

manaGInG dIreCtor & Ceo


to the members of todays Writing Instruments Limited

We have examined the compliance of conditions of Corporate Governance by Todays Writing Instruments Limited, for the year ended 31st March, 2014, as stipulated in clause 49 of the Listing Agreements executed by the Company with the Stock Exchanges .

The compliance of conditions of corporate governance is the responsibility of the management. Our examination has been limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated in the said clause. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made to us by the Directors and the management, we certify that the Company has complied with the conditions or Corporate Governance as stipulated in clause 49 of the above mentioned Listing Agreements.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

for aJay shoBha & Co.Chartered accountants

(firm registration no. 317031e)

(aJay Gupta)Place:- Mumbai PartnerDated:- 01/08/2014 Membership No. 053071

audItors’ CertIfICate on Corporate GovernanCe

28


Independent audItors’ reportto the memBers of todays WrItInG Instruments LImIted

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 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 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 notified 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 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, 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 flow 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 classification are reflected 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 qualified in respect of these matter.



Independent audItors’ reportreport 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 flow 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 flow statement comply with the accounting standards notified 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 disqualified as on 31st March 2014, from being appointed as a director in terms of section 274(1)(g) of the Act.

For aJay shoBha & Co.Chartered Accountants

(Firm Registration No: 317031E)

(aJay Gupta)Place:- Mumbai PartnerDated:- 30th May, 2014 M. No. 053071

30


(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 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 physically 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 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 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 ` 1056.43 Lacs and the year end balance was `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 ` 963.50 Lacs and the promoter share holders was ` 570.36 Lacs and the the year end balance due to director was ` 963.50 Lacs and promoter shareholders were ` 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.

anneXure to the audItors’ report



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 ` 47.10 Lakhs, Income Tax of ` 754.55 Lakhs, TDS of ` 23.20 Lakhs and Maharashtra VAT of ` 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 (` In Lakhs)

Forum where dispute is pending

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

anneXure to the audItors’ report

32


BALANCE SHEETBALANCE SHEET AS AT 31 MARCH, 2014

(Amount in `) Note No. As at

31 March 2014 As at

31 March 2013 EQUITY AND LIABILITIES

Shareholders’ funds(a) Share capital 2 128,133,000 128,133,000 (b) Reserves and surplus 3 (1,501,388,579) (1,453,734,883)

(1,373,255,579) (1,325,601,883)Non-current liabilities(a) Long-term borrowings 4 236,600,000 236,600,000 (b) Other long-term liabilities 5 579,044,145 393,144,283 (c) Long-term provisions 6 8,211,347 87,946,454

823,855,492 717,690,737 Current liabilities(a) Short-term borrowings 7 1,165,068,041 1,257,594,606 (b) Trade payables 8 201,094,316 201,963,648 (c) Other current liabilities 9 82,258,627 172,815,279 (d) Short-term provisions 10 1,158,495 11,559,629

1,449,579,479 1,643,933,162 TOTAL 900,179,392 1,036,022,017 ASSETSNon-current assets(a) Fixed assets 11 (i) Tangible assets 255,106,062 273,210,537 (ii) Intangible assets 2,301,366 4,493,143 (b) Non-current investments 12 41,660,333 41,660,333 (c) Deferred tax assets (net) 32 308,938,323 308,938,323 (d) Long-term loans and advances 13 2,544,934 2,641,837 (e) Other non-current assets 14 10,308,797 41,535,212

620,859,816 672,479,385 Current assets(a) Inventories 15 56,345,991 48,376,144 (b) Trade receivables 16 75,685,961 49,390,273 (c) Cash and cash equivalents 17 82,088,223 194,144,458 (d) Short-term loans and advances 18 59,761,351 56,386,139 (e) Other current assets 19 5,438,050 15,245,617

279,319,576 363,542,632 TOTAL 900,179,392 1,036,022,017 See accompanying notes forming part of the financial statements

In terms of our attached report of even date. For and on behalf of the Board of DirectorsFor Ajay Shobha & Co. Chartered Accountants(Firm Registration No. 317031E) Rajesh Kumar Drolia Ronald Netto

Chairman Managing Director

Ajay Gupta Partner Membership No. 053071

Bhavika Shah Company Secretary

Place : Mumbai Date : 30th May, 2014




STATEMENT OF PROFIT AND LOSSSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2014

(Amount in `)

Note No. For the year ended 31 March 2014

For the year ended 31 March 2013

INCOME

Revenue from operations 20 503,466,109 494,701,345

Other income 21 31,776,211 22,317,750

Total revenue (1+2) 535,242,320 517,019,095

OPERATING EXPENDITURE

(a) Cost of materials consumed 22 295,044,293 284,516,561

(b) Purchases of stock-in-trade 23 28,443,283 34,388,359

(c) Changes In Inventories Of Finished Goods, 24 (7,628,707)

1,934,414

Work -In -Progress And Stock In Trade.

(d) Employee benefits expense 25 58,588,767 58,938,444

(e) Finance charges, 26 57,814,384 114,039,973

(f) Depreciation 20,242,346 21,518,081

(g) Other expenses 27 130,391,650 158,251,359

Total Expense 582,896,016 673,587,191

PROFIT BEFORE TAX (47,653,696) (156,568,096)

Tax expense:

(a) Current tax expense relating to prior years - 10,032,481

(b) Deferred tax - (24,558,833)

Profit / (Loss) after tax (47,653,696) (142,041,744)

Earnings per share (of ` 10/- each): 33

(a) Basic (3.72) (11.09)

(b) Diluted (3.72) (11.09)

See accompanying notes forming part of the financial statements







34


CASH FLOWCASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THE YEAR ENDED 31ST MARCH, 2014

(Amount in `)MARCH, 2014 MARCH, 2013

A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit/(Loss) before tax and extraordinary items (47,653,696) (156,568,096) Adjustments for : Depreciation 20,242,346 21,518,081 Interest income (26,158,113) (15,395,377) Interest expense 57,646,700 113,814,073 (Profit) / Loss on Sale of Fixed Assets (1,231,689) 879,424 Share of loss in partnership firm 905,000 51,404,244 905,000 121,721,201

Operating Profit before Working Capital Changes 3,750,547 (34,846,895)

Adjustments for : (Increase) / decrease in inventories (7,969,847) 6,853,274 (Increase) / decrease in Trade receivable (26,295,687) (1,152,826) (Increase) / decrease in Short term loans and advances (3,375,212) 8,844,606 (Increase) / decrease in other current assets 9,807,567 (3,678,634) (Increase) / decrease in long term loans and advances 96,903 42,712 (Increase) / decrease In other non current assets 31,226,414 4,564,546 Increase / (decrease) in trade payable (869,332) (18,612,996) Increase / (decrease) in other current liabilities (90,556,654) 41,330,152 Increase / (decrease) in short term provisions (10,401,134) 13,469 Increase / (decrease) in long term provisions (79,735,107) (178,072,089) (936,611) 37,267,692 Cash generated from / used in operations (174,321,542) 2,420,797 Direct Taxes paid - - Net cash generated from / (used in) operating activities (A) (174,321,542) 2,420,797 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets including CWIP (1,052,716) (1,081,531) Sale/Discarded of Fixed Assets 1,106,622 453,330 Profit on sale of fixed assets 1,231,689 - Share of loss in partnership firm (905,000) (905,000) Interest income 26,158,113 26,538,708 15,395,377 13,862,176 Net cash (used) in investing activities (B) 26,538,708 13,862,176 C. CASH FLOW FROM FINANCING ACTIVITIES Interest paid (57,646,700) - (113,814,073) - Net increase / (decrease) in working capital borrowings (92,526,565) 4,292,375 Net increase / (decrease) in Other long term liabilities 185,899,862 35,726,597 104,557,946 (4,963,752) Net cash (used in) from financing activities (C) 35,726,597 (4,963,752) Net Cash Flow for the year (112,056,236) 11,319,221 Cash and cash Equivalents as at 31.03.2013 194,144,459 182,825,238 Cash and cash Equivalents as at 31.03.2014 82,088,223 194,144,459

Note : 1) The Cash Flow Statements has been prepared under the “Indirect Method” as set our in Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2) Previous years figures have been regrouped / rearranged wherever necessary.









NOTESNotes forming part of the financial statements As at and for the year ended March 31,20141) SIGNIFICANT ACCOUNTING POLICIES

a) Basis of accounting and preparation of financial statements The financial statements of the Company have been prepared on accrual basis under the historical cost convention in

accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under section 211(3C) of the Companies Act, 1956 and the relevant provisions thereof.

All assets and liabilities have been classified as Current or non- current as per operating cycle criteria set out in the Revised Schedule VI to the Companies Act, 1956.

b) Use of estimates The preparation of the financial statements in conformity with Indian GAAP requires the Management to make

estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

c) Fixed Assets Tangible fixed assets Fixed assets are stated at cost of acquisition and installation less accumulated depreciation and impairment losses.

Cost is inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their working condition for intended use.

Capital work in progress Project under which assets are not ready for their intended use and other capital work in progress are carried at cost,

comprising direct cost, related incidental expenses and attributable interest. Intangible assets Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The cost of an

intangible asset comprises its purchase price and any directly attributable expenditure on making the asset ready for its intended use.

Depreciation and amortization Depreciation has been provided on the straight-line method as per the rates prescribed in Schedule XIV to the Companies

Act, 1956 except Individual items of assets costing up to `5000/- are full depreciated in the year of acquisition. Depreciation is charged from the month of the date of purchases in the case of acquisitions made during the year. In

respect of assets sold, depreciation is provided up to the month prior to the date of sale. Intangible assets are amortized over their estimated useful life. d) Inventories Inventories are valued at the lower of cost (on FIFO / weighted average basis) and the net realisable value after

providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty.

e) Investments Investments are classified as current or long-term in accordance with Accounting Standard 13 on “Accounting for

Investments”. Current investments are stated at lower of cost or fair value in respect of each separate investment. Long term investments are stated at cost less provision for diminution in value other than temporary, if any.f) Revenue recognition Sale of goods Revenue is recognized when significant risks and rewards of ownership of the goods sold are transferred to the

customer and the commodity has been delivered to the shipping agent / customer. Revenue represents the invoice value of goods and services provided to parties net of discounts, sales tax / value added tax and rebate.

Income from services Revenue is respect of contracts for services is recognized on completion of services. Other Income Interest income is recognized on a time proportion basis by reference to the principal outstanding and at the interest

rate applicable.

36


NOTESg) Foreign currency transaction and translations Transactions in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Year

end balances of monetary assets and liabilities are translated at the year end rates. Exchange differences arising on restatement of settlement is charged to the Statement of Profit and Loss.

h) Retirement Benefits And Leave Encashment Retirement benefits are dealt with in the following manner:

i) Contribution to Provident Fund and Family Pension Fund are accounted on accrual basis with corresponding contribution to relevant authorities.

ii) Liabilities in respect of gratuity of employees are funded under the employees’ group gratuity scheme with the Life Insurance Corporation of India

iii) Encashment of leave lying to the credit of employees is not provided for on actuarial basis. It is accounted on cash basis. Therefore, it is not possible to ascertain the liability at the end of the accounting year.

i) Taxes On Income Income tax is accounted for in accordance with Accounting Standard 22 on “Accounting for Taxes on Income”. Taxes

comprise both current and deferred tax. Tax on income for the current period is determined on the basis of taxable income and tax credits computed in

accordance with the provisions of the Income Tax Act, 1961, and based on the expected outcome of assessments/appeals.

Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred Tax assets are reviewed as at each balance sheet date.

j) Impairment Of Assets: Impairment is ascertained at each balance sheet date in respect of the company’s fixed assets. An impairment loss

is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor. This is in accordance with the “Accounting Standard 28” issued in this regard by the Institute of Chartered Accountants of India.

k) Borrowing Costs Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting Standard

16 on “Borrowing Costs” are capitalized as part of the cost of such asset up to the date when the asset is ready for its intended use. Other borrowing costs are expensed as incurred.

l) Accounting For Provisions, Contingent Liabilities & Contingent Assets Provisions are recognized in terms of Accounting Standard 29- “Provisions, Contingent Liabilities and Contingent

Assets issued by the ICAI, when there is a present legal or statutory obligation as a result of past events where it is probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made.

Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or where reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent Assets are not recognized in the financial statements. m) Segment Reporting The business of the company falls under a single segment i.e., “ Writing Instrument and Stationeries”. In view of

the general clarification issued by the Institute of Chartered Accountants of India for companies operating in single segment, the disclosure requirement as per Accounting Standard 17 “Segment Reporting” are not applicable to the Company.

n) Earnings Per Share The Company reports Earnings Per Share (EPS) in accordance with Accounting Standard 20 on “Earning Per Share”.

Basic EPS is computed by dividing the net profit for the year by the weighted average number of Equity shares outstanding during the year. Diluted EPS is computed by dividing the net profit or loss for the year weighted average number of equity shares outstanding during the year as adjusted for the effect of all dilutive potential equity shares, except where the result are anti- dilutive.

o) Cash flow statement Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is

adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.



NOTESNotes forming part of the financial statements as at and for the year ended March 31, 20142 SHARE CAPITAL

Particulars 31-Mar-14 31-Mar-13Number of Shares (Amt. in `) Number of Shares (Amt. in `)

AuthorisedEquity shares of ` 10 each with voting rights 25000000 250,000,000 25000000 250,000,000 Issued, subscribed and fully paid - upEquity shares of ` 10 each with voting rights, fully paid up 12813300 128,133,000 12813300 128,133,000 Total 12813300 128,133,000 12813300 128,133,000

Out of above 4125000 Equity Shares of `10 each are alloted as fully paid up pursuant to the scheme of amalgamation without payment being received in cash

a. Reconciliation of equity shares and amounts outstanding

Particulars 31-Mar-14 31-Mar-13Number of Shares (Amt. in `) Number of Shares (Amt. in `)

At the beginning of the year 12813300 128,133,000 12813300 128,133,000 At the end of the year 12813300 128,133,000 12813300 128,133,000

b. Terms /rights attached to equity shares The Company has only one class of equity shares having a par value of ` 10. The equity shares have rights, preferences

and restrictions which are in accordance provisions of law, in particular the Companies Act, 1956 and MOA & AOA of the Company.

c. Details of shareholders holding more than 5 % shares in the Company.

Particulars 31-Mar-14 31-Mar-13

Number of Shares % of Holding Number of Shares % of Holding

Bennett Coleman & Company Limited 844400 6.59 844400 6.59

3 RESERVE AND SURPLUS (Amt. in `)


a) Capital reserve Balance as at the beginning and end of the year 16,109,000 16,109,000 b) Securities premium account Balance as at the beginning and end of the year 85,933,960 85,933,960 c) Amalgamation reserve Balance as at the beginning and end of the year 45,686,384 45,686,384 d) Surplus / (Deficit) in the Statement of Profit and Loss Balance as at the beginning of the year (1,601,464,227) (1,459,422,483) Add: Profit / (Loss) for the year (47,653,696) (142,041,744) Balance as at the end of the year (1,649,117,923) (1,601,464,227)

Total (1,501,388,579) (1,453,734,883)

4 LONG- TERM BORROWINGS (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Secured loan From Banks 236,600,000 236,600,000

236,600,000 236,600,000

38


Details of Security The Company has created a mortagage on all its assets both current and fixed assets, both moveable and immovable in

favour of lenders to SBI Trusteeship services(SBIT). vide security trust deed dated 19th March 2008. and accordingly the term lenders ICICI Bank Ltd and Axis Bank Ltd are secured by first paripassu charge on immovable and movable fixed assets (except those pertaining to the current assets charged in favour of working capital bankers) and second charge on current assets and movable assets. Further, the Immovable property of Premium Writing Products(PWP) has been charged to the lenders through a guarantee by PWP to the extent of value of the immovable property of PWP, pending transfer to the Company. Also, personal gurantee of Mr. Rajesh Kumar Drolia has been provided to all secured lenders except ICICI Bank Ltd and Mrs. Anita Drolia’s personal guarantee is given only to SBI and Bank of India.

Terms of Repayment The repayment of term loans amounting to ` 16,56,00,000/- were rescheduled by CDR cell on restructuring and it was

payable @ 3.75 % per quarter commencing from 01/10/2015. The Company subsequently opted to enter in to settlment with the lenders and consequently CDR scheme was withdrawn. The Company is currently in advance stage of discussion with the lenders for a settlement.

5 OTHER LONG TERM LIABILITIES (Amt. in `)


Unpaid interest of earlier years on Term Loan 70,163,180 55,504,180 Unpaid interest on earlier years on working capital loan 428,036,940 330,993,873 Income Tax Assessed Dues [07-08] 75,455,233 - Unclaimed Dividend of earlier years 318,305 1,575,743

Maharashtra VAT of earlier years 5,070,487 5,070,487

579,044,145 393,144,283

6 LONG TERM PROVISIONS (Amt. in `)


Provision for Gratuity 6,042,898 55,63,275

Compensated absences 2,168,449 2,168,449

Provision for Income Tax (earlier years) - 80,214,730

Total 82,11,347 87,946,454

7 SHORT TERM BORROWINGS (Amt. in `)


Secured:Loans repayable on demand from banksCash Credit 628,198,537 828,486,067 Total 628,198,537 828,486,067

Details of Security The Company has a created a mortgage on all its assets both current and fixed assets both movable and immovable in

favour of the lenders through State Bank of India trusteeship services (SBIT) vide security trust deed dated 19th March 2008 and accordingly the working capital lenders State Bank of India, Bank of India, ICICI Bank Ltd. and HSBC Bank Ltd. are secured by first paripassu charge on all current assets and movable assets (except those charged in favour of term lenders) and second charge on all immovable assets Further, the Immovable property of Premium Writing Products(PWP) has been charged to the lenders through a guarantee by PWP to the extent of value of immovable property pending transfer of immovable property to the Company. Also, personal gurantee of Mr. Rajesh Kumar Drolia have been provided to all secured lenders except ICICI Bank and Anita Drolia’s personal guarantee is given only to SBI and Bank of India.

NOTESNotes forming part of the financial statements as at and for the year ended March 31, 2014





Unsecured:

Loan Received From Directors & Relatives 153,385,912 95,000,000

Trade Deposits 7,800,000 1,000,000

Inter Corporated Deposit 47,245,592 4,670,539

Short Term Loans From Banks 328,438,000 328,438,000

536,869,504 429,108,539

Total 1,165,068,041 1,257,594,606

8 TRADE PAYABLES (Amt. in `)


Other than acceptances

Micro and small enterprise (Refer note 41) 1,898,113 2,596,139

Others 199,196,203 199,367,509

Total 201,094,316 201,963,648

9 OTHER CURRENT LIABILITIES (Amt. in `)


Interest accrued on borrowings 37,275,000 112,116,000

Employee related liabilities 11,726,845 12,478,324

Other Liabilities 29,529,940 45,649,493

Statutory dues payable 3,726,842 2,571,462

Total 82,258,627 172,815,279

10 SHORT TERM PROVISIONS (Amt. in `)


Provision for employee benefits 1,158,495 1,527,148

Provision - Others

Provision for income tax (net of advances) - 10,032,481

Total 1,158,495 11,559,629

40

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NOTES



12 NON CURRENT INVESTMENT (Amt. in `)

Particulars 31-Mar-14 31-Mar-13INVESTMENTLong Term Inverstments(a) Non Traded, Unquoted(I) Investments in Subsidiaries I) Todays Infrastructure and Construction Ltd. 500,000 500,000 50000 (Previous Year 50000)Equity Shares of face value of ` 10 each fully paid up ii) Todays Stationery Mart Ltd. 40,000,000 40,000,000 4000000 (Previous Year 4000000) Equity Shares of facevalue of `10 each fully paid up iii) Todays Fluid Technologies Ltd. 500,000 500,000 50000 (Previous Year 50000) Equity Shares of facevalue of `10 each fully paid up(ii) Others i) Todays Petrotech Ltd. 275,000 275,000 27500 (Previous Year 27500) Equity Shares of facevalue of `10 each fully paid up ii) 10040 (Previous Year 10040) Equity Shares of 251,000 251,000 face value of ` 25 each fully paid up of Kalyan Janata Sahakari Bank Limited iii) 10 (Previous Year Nil) Equity Shares of 1,000 1,000 face value of ` 100 each fully paid up of The Mogaveera Co-op Bank Limited(iii) Investment in Partnership Firm 133,333 133,333

Total 41,660,333 41,660,333

13 LONG TERM LOANS AND ADVANCES (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Deposits 2,544,934 2,641,837

2,544,934 2,641,837

14 OTHER NON CURRENT ASSETS (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Advance Income Tax & Tax receivable (earlier years) - 32,723,607 VAT receivable 10,091,105 8,723,967.23 Prepaid Expenses 217,692 87,638.00

10,308,797 41,535,212

15 INVENTORIES (Amt. in `)

Particulars 31-Mar-14 31-Mar-13At lower of cost and net realisable valueRaw materials 14,290,823 15,396,826 Packing Material 8,605,252 7,139,993 Semi Finished Goods 10,785,647 8,479,218 Finished goods 20,856,907 15,534,629 Stores and spares 1,807,362 1,825,478 Total 56,345,991 48,376,144


42



16 TRADE RECEIVABLE (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Trade receivable outstanding for a period exceeding six months from the date they were due for payment Unsecured, considered good 54,651,404 24,051,391.26 Doubtful 587,254,839 587,254,839

641,906,243 611,306,230 Less: Provision for doubtful trade receivables 40,019,340 587,254,839 Less: Bad debt written off 547,235,499 -

54,651,404 24,051,391 Others trade receivable 21,034,557 25,338,882 Unsecured, considered goods

Total 75,685,961 49,390,273

17 CASH AND CASH EQUIVALENTS (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Cash on hand 1,435,463 2,382,994 Balances with banks In current accounts 4,753,156 11,285,072 In Unpaid dividend account 337,225 1,589,622 In Earmarked deposit Margin Money account 75,562,379 178,886,770 Total 82,088,223 194,144,458

18 SHORT TERM LOANS AND ADVANCES (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Unsecured, considered good unless otherewise statedLoans and advances to related parties 105,643,325 106,661,766 Loans and advances to employees 1,121,910 584,954 Loans & Advances to Others 7,590,012 4,971,295 Advance income tax {net of provision for income tax} 2,111,541 873,561

116,466,788 113,091,576 Less: Provision for doubtful loans and advances 56,705,437 56,705,437 Total 59,761,351 56,386,139

19 OTHER CURRENT ASSETS (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Interest accrued on deposit 5,438,050 15,245,617 Total 5,438,050 15,245,617

20 REVENUE FROM OPERATIONS (Amt. in `)

Particulars 31-Mar-14 31-Mar-13Sale of productsa) Domestic sale 425,403,789 354,271,498 b) Export sale 78,062,320 140,429,847

503,466,109 494,701,345




21 OTHER INCOME (Amt. in `)


Interest 26,158,113 15,395,377 Duty drawback / Export incentive 3,869,730 6,070,509 Foreign Currency Gain 162,243 146,632 Miscellaneous Income 354,436 705,232 Profit on sale of fixed assets 1,231,689 - Total 31,776,211 22,317,750

22 Cost of Materials Consumed (Amt. in `)


Raw Material ConsumedPlastic Granules 152,688,802 126,239,476 Ball Pen Tips 41,436,293 40,325,594 Ink 29,385,052 27,724,511 Others 32,435,105 43289876Packing Material Consumed 39,099,041 46,937,104 Total 295,044,293 284,516,561

23 Purchase of Traded Goods (Amt. in `)


Traded Goods Purchased 28,443,283 34,388,359

28,443,283 34,388,359

24 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK -IN -PROGRESS AND STOCK IN TRADE. (Amt. in `)


Inventories at the beginning of the year

Finished goods 15,534,629 17,380,653

Work in progress 8,479,218 8,567,608

24,013,847 25,948,261

Inventories at the end of the year

Finished goods 20,856,907 15,534,629

Work in progress 10,785,647 8,479,218

31,642,554 24,013,847

Net decrease / (increase) (7,628,707) 1,934,414

25 EMPLOYEE BENEFITS EXPENSES (Amt. in `)


Salaries, wages and incentives 53,352,733 53,408,635

Contributions to provident and other funds 4,635,390 4,866,584

Staff welfare expenses 600,644 663,225

Total 58,588,767 58,938,444

44


26 FINANCE COST (Amt. in `)


Interest expenses 57,646,700 113,814,073

Bank charges and Other Borrowing Costs 167,684 225,900

Total 57,814,384 114,039,973

27 OTHER EXPENSES (Amt. in `)


a. Manufacturing Expenses

Consumption of stores and spare parts 3,317,656 3,328,112

Repairs and maintenance

Plant and machinery 5,724,716 11824000

Building 648,148 1,158,725

Others 926,868 992,600

Power and Fuel 10,841,308 9,078,670

Insurance 206,617 188,464

Factory Rent - 61,000

Other Manufacturing Expenses 43,845,004 54,987,372

Carriage inward & Transporation 3,082,802 2,856,235

b. Selling & Distribution Expenses

Sales Promotion 12,088,059 13,461,519

Discount & Commission 17,882,103 25,767,444

Carriage, Sales Tax & Octroi 7,517,081 8,515,911

Advertisement and publicity Expenses 1,608,640 958,615

c. Establishment Expenses

Travelling and Conveyance 2,587,442 2,280,589

Subscripting & Donation 333,266 671,525

Legal and Professional chrages 7,617,206 8,866,108

Rent 310,143 142,800

Printing & Stationery 435,170 457,007

Loss on sale of Fixed Assets - 879,424

Foreign Currency Loss 930,054 527,540

Loss From Partnership Firm 905,000 905,000

Payment to Auditors

- Statutory audit 150,000 150,000

- Tax Audit 75,000 75,000

- Reimbursement of expenses 75,513 44,736

Miscellaneous Expenses 9,283,854 10072962

Total 130,391,650 158,251,359





28 CONTINGENT LIABILITIES: (Amt. in `)


i) Claims against the Company not acknowledgement as debts

a) Income tax matters disputed in appeal 103,283,133.00 103,283,133.00

b) Sales tax matter disputed in appeal 184,826,315.00 70,431,625.00

In all the above matters, the Company is hopeful of succeeding and as such does not expect any significant liability to crystallize.

ii) Bank guarantee

a) Guarantee issued to various government departments and the Company is hopefull to meet its obligations.

12,800,900 12,800,900

b) Corporate guarantee given on behalf of others - covered by indemnity undertaking from Today’s Petrotech Limited.

305,000,000 312,000,000

29 DISCLOSURES UNDER SECTION 22 OF THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT 2006.

(Amt. in `)


Principal amount remaining unpaid to suppliers as at the end year. 18,98,113 25,96,139

Interest due on the above mentioned principal amount remaining unpaid to any supplier as at the year end.

- -

Amount of the interest paid by the Company in terms of Section 16 - -

Amount of interest due and payable for the period of delay in making payment but without adding the interest specified under the MSM Act.

- -

Amount of interest accrued and remaining unpaid at the end of the accounting year.

- -

Dues to micro and small enterprises have been determined to the extent such parties have been identified on the basis of intimation received from the “suppliers” regarding their status under the Micro, small and Medium Enterprises Development Act, 2006.

30 EMPLOYEE BENEFITS PLANS:

Disclosure as required by Accounting Standard 15 Liability In respect of gratuity and leave encashment are accounted on payment basis which is not in conformity with Accounting Standard (AS)15 (Revised 2005) on Employee Benefits as issued by the Institute of Chartered Accountant of India, which requires that gratuity and Leave Encashment Liabilities be accounted for on accrual basis and as per actuarial basis.

DEFINED BENEFIT PLAN

a) The amount recognized in the Statement of Profit and Loss are as follows: (Amt. in `)


Current Service Cost of :

Gratuity 1,283,457 1,527,148

Leave Encashment - -

Providend Fund 3,215,605 3,206,006

Total 4,499,062 4,733,154

46



b) The amount recognized in the Balance Sheet are as follows: (Amt. in `)

Particulars 31-Mar-14 31-Mar-13GratuityOpening defined benefits 7,090,423 5,655,777 Current service cost 1,283,457 1,527,148 Benefits paid during the year 1,172,487 92,502 Closing defined benefit obligation 7,201,393 7,090,423 Total 7,201,393 7,090,423 Leave EncashmentOpening defined benefits 2,168,449 2,193,757 Current service cost - - Benefits paid during the year - 25,308 Closing defined benefit obligation 2,168,449 2,168,449

Total 2,168,449 2,168,449

31 RELATED PARTY INFORMATION:

Related party information as required by AS 18 is given below:

Relationships:

Sr. No.

Nature of Relationship Name of Related Parties

1) Subsidiary Company Today’s Stationery Mart LimitedToday’s Infrastructure and Construction LimitedToday’s Petrotech LimitedTodays Fluid Technologies Limited

2) Key Management Personnel Mr. Rajesh Kumar DroliaMr. Ronald Netto

3) Associate Companies / Firms Premium Writing ProductsJaidurga Engineering CompanyTirupati Tips Industries

4) Relatives of Key Management Personnel Smt. Anita DroliaRajesh Kumar Drolia (HUF)Smt. Akriti Gupta

a) Transaction during the year with related parties (` in lacs)

Sr. No.

Nature of Transaction Nature of RelationshipSubsidiary

companyKey

Management Personnel

Associates Relatives Total

1 Unsecured loan / Advance given (2013-14) 7.95 - - - 7.95 (2012-13) (4.36) - - - (4.36)

2 Unsecured loans & Advances taken (2013-14) 17.14 13.50 - 570.36 601.00 (2012-13) (113.54) - - - (113.54)

3 Managerial Remuneration (2013-14) - 12.00 - - 12.00 (2012-13) - (12.00) - - (12.00)

4 Repairs and Maintenance (2013-14) - - - - - (2012-13) - - (90.65) - (90.65)

5 Share of loss in firm (2013-14) - - 9.05 - 9.05 (2012-13) - - (9.05) - (9.05)



Notes forming part of the financial statements as at and for the year ended March 31, 2014

b) Balance as at 31st March 2014 with related parties (` in lacs)

Sr. No.

Nature of Transaction Nature of Relationship

Subsidiary company

Key Management Personnel

Associates Relatives Total

1 Loans & Advances given (2013-14) 1,056.43 - - - 1,056.43

(2012-13) 1,065.61 - - - 1,065.61

2 Loans & Advances received (2013-14) - 963.50 - 570.36 1,533.86

(2012-13) - (950.00) - - (950.00)

3 Advance due to (2013-14) - - 143.33 - 143.33

(2012-13) - (6.97) (967.84) - (974.81)

4 Advance due from (2013-14) - 12.06 235.45 - 247.51

(2012-13) - - (69.34) - (69.34)

5 Investment in Firm (2013-14) - - 1.33 - 1.33

(2012-13) - - (1.33) - (1.33)

32 Deferred Tax Liability / Assets (Amt. in `)

Particulars March 31, 2014 31-Mar-13

Deferred Tax Liability

Difference between book and tax depreciation 29,280,361 29,280,361

Total 29,280,361 29,280,361

Deferred Tax Asset

Disallowances under Income Tax 338,218,684 338,218,684

Total 338,218,684 338,218,684

Deferred Tax Liability / (Assets)( Net) (308,938,323) (308,938,323)

33 EARNINGS PER SHARE: (Amt. in `)

Particulars March 31, 2014 March 31, 2013Basic earning per shareProfit after tax (` in lacs) (47,653,696) (142,041,744)Weighted average no. of equity shares 12,813,300 12,813,300 Nominal value of each equity shares 10 10 Basic earning per share (in `) (3.72) (11.09)Diluted earnings per share (in ` ) (3.72) (11.09)

34 CIF VALUE OF IMPORTS (Amt. in `)

Particulars March 31, 2014 March 31, 2013

Raw Material 7,631,514 5,124,149

Components, Spare Parts 7,603,574 19,788,697

Traded goods 8,214,358 15,753,447

48



35 EXPENDITURE INCURRED IN FOREIGN CURRENCY (Amt. in `)


Travelling 314,108 241,210

36 EARNING IN FOREIGN EXCHANGE (Amt. in `)


FOB Value of Export 78,062,320 140,429,847

37. The networth of the Company is fully eroded as on 31/03/2011 and the Company has filed reference with the Board of Industrial and Financial Restruction (BIFR) under the section 15 of the sick Industrial Companies (Special provisions) Act, 1985 (SICA). The Company has been declared as sick Company within the meaning of section 3(o) of SICA Act, 1985 vide order of Honorable BIFR dated 24/01/2014. The Company is in the process of preparing and filing a draft rehabilitation scheme with BIFR. On approval and implementation of the said scheme the net worth of the Company is expected to turn positive hence the Company is treated as a going concern, So no adjustments are required to the carrying value of assets and liabilities.

38. Some of the sundry debtors, sundry creditors and loans & advances are subject to confirmation and reconciliation. Consequential adjustment thereof, if any, will be given effect into the books of accounts in the year of such adjustment.

39. In the opinion of the Board, the Current Assets, Loans & Advances are approximately of the value stated and are realizable in the ordinary course of business except for those which are considered doubtful & provided for. The provision for all known liabilities is adequate.

40. As the Company is registered with BIFR, all proceedings in DRT and winding up cases & other suits for recovery of money has been stayed, except in the DRT proceeding instituted by Royal Bank of Scotland at New Delhi, where the Honarable Tribunal has taken a different view based on a Delhi High Court’s judgement.

41. Provision for interest on loans taken from banks, financial institutions has been provided as per earlier years. However, in respect of banks where settlement has been arrived, no interest has been provided.

42. Since 01.01.2009 the Company has not paid any term loan installments & also interest on term loan & working capital loans. The Company has approached the banks & financial Institution for a settlement. The unpaid interest provision of earlier years has been regrouped under the head other long term liabilities.

43. The management did not considered creating more deferred tax assets during the year since in their opinion and looking at the present status of the Company, the accumulated deferred tax assets of earlier year would not be recovered. Hence, no deferred tax assets has been booked.

44. The Company has discarded few obsolete and idle assets during the year, the cost of repairing were much more than it’s utility and have outlived the average life of assets. It was decided to discard these assets as Scrap or ‘as is where is basis’ and utilize the fund for working capital needs. In respect of flats, they were in a dilapidated condition and as such the cost of repairs were prohibitive and unviable. The tenants occupying the same were also not vacating. Hence, it was decided to sell the flats to the occupants at a nominal value considering the huge cost of repairs.

45. Previous year figure have been regrouped / reclassified to confirm with current year presentation, wherever considered necessary.

Signature to notes forming part of the Financial Statements.In terms of our attached report of even date. For and on behalf of the Board of DirectorsFor Ajay Shobha & Co. Chartered Accountants(Firm Registration No. 317031E) Rajesh Kumar Drolia Ronald Netto








INDEPENDENT AUDITORS’ REPORT CONSOlIDATED

To, The Board of Directors of Todays writing Instruments Limited

We have audited the accompanying consolidated financial statements of Todays Writing Instruments Ltd (“the Company”) its subsidiaries (collectively referred as Group) which comprise the consolidated Balance Sheet as at March 31, 2014, and the consolidated Statement of Profit and Loss and consolidated Cash Flow Statements for the year ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with requirements of Accounting Standard 21, Consolidated Financial Statements issued by the Institute of Chartered Accountants of India (“ICAI”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statement 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 consolidated 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 consolidated financial statement are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amount and disclosures in the consolidated financial statements. These procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors considers internal control relevant to the Company’s preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 consolidated 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 and based on the consideration of the report of the other auditors on the financial statements as noted below, the consolidated financial statements, read with our comments on Emphasis of Matter paragraph, give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the consolidated Balance Sheet, of the state of affairs of the group as at March 31, 2014

b) In the case of the consolidated Statement of Profit and Loss, loss of the group for the year ended on that date; and

c) In the case of the consolidated Cash Flow Statement, of the cash flows of the group for the year ended on the date.

Emphasis of Matter

a) 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.

b) 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.

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

For AJAY SHOBHA & CO. Chartered Accountants

(Registration No. 317031E)

(AJAY GUPTA) Place:- Mumbai Partner Dated:- 30th May, 2014 M. No. 053071

CONSOlIDATED FINANCIAl STATEmENTS

50


CONSOlIDATED BAlANCE SHEET CONSOlIDATED BAlANCE SHEET AS AT 31 mARCH, 2014

(Amount in `) Note No. As at

31 march 2014As at

31 March 2013EQUITY AND lIABIlITIESShareholders’ funds(a) Share capital 2 128,133,000 128,133,000 (b) Reserves and surplus 3 (1,738,516,745) (1,526,913,045)

(1,610,383,745) (1,398,780,045)Non-current liabilities(a) Long-term borrowings 4 330,996,751 236,600,000 (b) Other long-term liabilities 5 579,044,145 396,128,574 (c) Long-term provisions 6 8,211,347 87,990,266

918,252,243 720,718,840 Current liabilities(a) Short-term borrowings 7 1,268,107,574 1,302,258,404 (b) Trade payables 8 205,398,542 203,309,035 (c) Other current liabilities 9 305,484,735 173,224,074 (d) Short-term provisions 10 1,158,495 11,559,629

1,780,149,345 1,690,351,142 1,088,017,843 1,012,289,938

ASSETSNon-current assets(a) Fixed assets 11(i) Tangible assets 403,768,880 276415641(ii) Intangible assets 2,301,366 4,493,143 (b) Non-current investments 12 35,263,818 35,483,818 (c) Deferred tax assets (net) 13 292,130,989 310,576,464 (d) Long-term loans and advances 14 14,054,654 10,621,981 (e) Other non current assets 15 16,738,302 50,733,019 (f) Minority interest 33,706,946 -

797,964,955 688,324,067 Current assets(a) Inventories 16 56,353,991 48,376,144 (b) Trade receivables 17 76,277,194 49,390,273 (c) Cash and cash equivalents 18 85,630,654 196,398,784 (d) Short-term loans and advances 19 65,693,669 14,555,053 (e) Other Current Assets 20 6,097,380 15,245,617

290,052,888 323,965,871 1,088,017,842 1,012,289,938

See acCompanying notes forming part of the financial statements


Chairman managing Director

Ajay Gupta Partner membership No. 053071






CONSOlIDATED STATEmENT OF PROFIT AND lOSSCONSOlIDATED STATEmENT OF PROFIT AND lOSS FOR THE YEAR ENDED 31 mARCH, 2014

(Amount in `)

Note No. For the year ended 31 march 2014

For the year ended 31 March 2013

I. INCOmE

II. Revenue from operations 21 503,466,109 494,701,345

III. Other income 22 32,404,889 24,482,692

Total revenue (1+2) 535,870,998 519,184,037

IV. OPERATING EXPENDITURE

(a) Cost of materials consumed 23 295,044,293 284,516,561

(b) Purchases of traded goods 24 28,443,283 34,388,359

(c) Changes in inventories 25 (7,628,707) 1,934,414

(d) Employee benefits expense 26 59,071,561 59,073,644

(e) Finance charges, 27 101,504,170 116,465,972

(f) Depreciation 28,316,111 21,921,038

(g) Other expenses 28 132,495,517 159,880,964

637,246,228 678,180,953

V. PROFIT BEFORE TAX (101,375,229) (158,996,916)

Add:- Prior Period Expenses 277,761 -

(101,652,990) (158,996,916)

VI. Tax expense:

(a) Current tax expense relating to prior years 93,206 10,032,481

(b) Deferred tax 1,267,862 (24,532,071)

VII. Profit / (Loss) after tax (103,014,058) (144,497,326)

less: minority Interest (34,171,939) -

Profit / (Loss) after tax and minority interest (68,842,120) (144,497,326)

VIII. Earnings per share (of ` 10/- each): 33

(a) Basic (5.37) (11.28)

(b) Diluted (5.37) (11.28)

See acCompanying notes forming part of the financial statements







52


CONSOlIDATED CASH FlOWCONSOlIDATED CASH FlOW STATEmENT ANNEXED TO THE BAlANCE SHEET FOR THE YEAR ENDED 31ST mARCH, 2014

(Amount in `)mARCH, 2014 MARCH, 2013

A. CASH FlOW FROm OPERATING ACTIVITIES Net Profit/(Loss) before tax and extraordinary items (101,652,991) (158,996,916) Adjustments for : Depreciation 28,316,111 21,921,038 Interest income (26,317,886) (15,429,813) Interest expense 101,334,512 116,234,298 (Profit) / Loss on Sale of Fixed Assets (1,231,689) 879,424 Share of loss in partnership firm 905,000 103,006,048 (1,259,942) 122,345,005 Operating Profit before Working Capital Changes 1,353,057 (36,651,911) Adjustments for : (Increase) / decrease in inventories (7,977,847) 6,853,274 (Increase) / decrease in Trade receivable (26,886,921) (1,152,826) (Increase) / decrease in Short term loans and advances (51,138,616) 21,094,632 (Increase) / decrease in other current assets 9,148,237 (3,678,634) (Increase) / decrease in long term loans and advances (3,432,673) (7,572,432) (Increase) / decrease In other non current assets 33,994,717 (4,621,452) Increase / (decrease) in trade payable 2,089,507 (8,993,088) Increase / (decrease) in other current liabilities 132,260,660 16,164,939 Increase / (decrease) in short term provisions (10,401,134) 13,469 Increase / (decrease) in long term provisions (79,778,919) (2,122,989) (892,799) 17,215,083 Cash generated from / used in operations (769,932) (19,436,828) Direct Taxes paid - - Net cash generated from / (used in) operating activities (A) (769,932) (19,436,828)B. CASH FlOW FROm INVESTING ACTIVITIES Purchase of Fixed Assets including CWIP (1,052,716) 48,388,656 Sale/Discarded of Fixed Assets 1,106,622 453,330 Profit on sale of Fixed Assets 1,231,689 - Share of loss in partnership firm (905,000) 1,259,942 Minority interest / Adjustment due to new subsidiary

(278,743,658) -

Interest income 26,317,886 15,429,813 Non current investment 220,000 (251,825,177) (34,709,985) 30,821,756 Net cash (used) in investing activities (B) (251,825,177) 30,821,756 C. CASH FlOW FROm FINANCING ACTIVITIES Share application money - - Interest paid

(101,334,512)(116,234,298)

Net increase / (decrease) in working capital borrowings (34,150,831) 7,942,717 Net increase / (decrease) in long term borrowings 94,396,751 - Net increase / (decrease) in Other long term liabilities 182,915,571 141,826,979 107,542,237 (749,344) Net cash (used in) from financing activities (C ) 141,826,979 (749,344) Net Cash Flow for the year (110,768,130) 10,635,584 Cash and cash Equivalents as at 31.03.2013 196,398,784 185,763,200 Cash and cash Equivalents as at 31.03.2014 85,630,654 196,398,784

Note : 1) The Cash Flow Statements has been prepared under the “Indirect Method” as set our in Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India.

2) Previous years figures have been regrouped / rearranged wherever necessary 3) The figures of current year are not comparable with figures of previous year due to addition of a subsidiary during the year.


Chairman managing DirectorAjay Gupta Partner membership No. 053071






NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTSNOTES FORmING PART OF THE FINANCIAl STATEmENTS1. SIGNIFICANT ACCOUNTING POLICIES :

i) Basis of Consolidation :

a) Basis of Preparation :

The consolidated financial statements are prepared in accordance with Accounting Standard (AS) 21 on “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India. Reference in these notes to Company, Companies or Group shall mean to include Today’s Writing Instruments Limited and its subsidiaries, unless otherwise stated.

b) Principle of Consolidation :

The Consolidated financial statements comprise of financial statements of Todays Writing Instruments Limited (hereinafter referred as “Today’s”) and subsidiaries incorporated in India viz. Today’s Stationery Mart Limited (hereinafter referred as TSML), Today’s Infrastructure & Construction Limited (hereinafter referred as TICL), Today’s Fluid Technologies Limited (hereinafter referred as TFTL) and Today’s Petrotech Limited (hereinafter referred as TPL). The financial statements of all these companies are prepared according to uniform accounting policies, in accordance with generally accepted accounting principles in India. The effect of inter-Company transactions between the above mentioned companies are eliminated on consolidation.

c) SIGNIFICANT ACCOUNTING POlICIES

i. Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared on accrual basis under the historical cost convention in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies Act, 2013 and the relevant provisions thereof.

All assets and liabilities have been classified as Current or non- current as per operating cycle criteria set out in the Revised Schedule VI to the Companies Act, 1956.

ii. Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

iii. Fixed Assets

Tangible fixed assets

Fixed assets are stated at cost of acquisition and installation less accumulated depreciation and impairment losses. Cost is inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their working condition for intended use.

Capital work in progress

Project under which assets are not ready for their intended use and other capital work in progress are carried at cost, comprising direct cost, related incidental expenses and attributable interest.

Intangible assets

Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The cost of an intangible asset comprises its purchase price and any directly attributable expenditure on making the asset ready for its intended use.

Depreciation and amortization

Depreciation has been provided on the straight-line method as per the rates prescribed in Schedule XIV to the Companies Act, 1956 except Individual items of assets costing up to `5000/- are full depreciated in the year of acquisition.

Depreciation is charged from the month of the date of purchases in the case of acquisitions made during the year. In respect of assets sold, depreciation is provided up to assets sold, depreciation is provided up to the month prior to the date of sale.

Intangible assets are amortized over their estimated useful life.

54


NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS iv. Inventories

Inventories are valued at the lower of cost (on FIFO / weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty.

v. Investments

Investments are classified as current or long-term in accordance with Accounting Standard 13 on “Accounting for Investments”.

Current investments are stated at lower of cost or fair value in respect of each separate investment.

Long term investments are stated at cost less provision for diminution in value other than temporary, if any.

vi. Revenue recognition

Sale of goods

Revenue is recognized when significant risks and rewards of ownership of the goods sold are transferred to the customer and the commodity has been delivered to the shipping agent / customer. Revenue represents the invoice value of goods and services provided to parties net of discounts, sales tax / value added tax and rebate.

Income from services

Revenue is respect of contracts for services is recognized on completion of services.

Other Income

Interest income is recognized on a time proportion basis by reference to the principal outstanding and at the interest rate applicable.

vii. Foreign currency transaction and translations

Transactions in foreign currencies are recorded at exchange rates prevailing on the date of the transaction. Year end balances of monetary assets and liabilities are translated at the year end rates. Exchange differences arising on restatement of settlement is charged to the Statement of Profit and Loss.

viii. Retirement Benefits And Leave Encashment

Retirement benefits are dealt with in the following manner:

a. Contribution to Provident Fund and Family Pension Fund are accounted on accrual basis with corresponding contribution to relevant authorities.

b. Liabilities in respect of gratuity of employees are funded under the employees’ group gratuity scheme with the Life Insurance Corporation of India

c. Encashment of leave lying to the credit of employees is not provided for on actuarial basis. It is accounted on cash basis. Therefore, it is not possible to ascertain the liability at the end of the accounting year.

ix. Taxes On Income

Income tax is accounted for in accordance with Accounting Standard 22 on “Accounting for Taxes on Income”. Taxes comprise both current and deferred tax.

Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961, and based on the expected outcome of assessments/appeals.

Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred Tax assets are reviewed as at each balance sheet date.



NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS x. Impairment Of Assets:

Impairment is ascertained at each balance sheet date in respect of the Company’s fixed assets. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value based on an appropriate discount factor. This is in accordance with the “Accounting Standard 28” issued in this regard by the Institute of Chartered Accountants of India.

xi. Borrowing Costs

Borrowing costs attributable to the acquisition or construction of qualifying assets, as defined in Accounting Standard 16 on “Borrowing Costs” are capitalized as part of the cost of such asset up to the date when the asset is ready for its intended use. Other borrowing costs are expensed as incurred.

xii. Accounting For Provisions, Contingent liabilities & Contingent Assets

Provisions are recognized in terms of Accounting Standard 29- “Provisions, Contingent Liabilities and Contingent Assets issued by the ICAI, when there is a present legal or statutory obligation as a result of past events where it is probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made.

Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or where reliable estimate of the obligation cannot be made. Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources are provided for.

Contingent Assets are not recognized in the financial statements.

xiii. Segment Reporting

The business of the Company falls under a single segment i.e., “ Writing Instrument and Stationeries”. In view of the general clarification issued by the Institute of Chartered Accountants of India for companies operating in single segment, the disclosure requirement as per Accounting Standard 17 “Segment Reporting” are not applicable to the Company.

xiv. Earnings Per Share

The Company reports Earnings Per Share (EPS) in accordance with Accounting Standard 20 on “Earning Per Share”. Basic EPS is computed by dividing the net profit for the year by the weighted average number of Equity shares outstanding during the year. Diluted EPS is computed by dividing the net profit or loss for the year weighted average number of equity shares outstanding during the year as adjusted for the effect of all dilutive potential equity shares, except where the result are anti- dilutive.

xv. Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

xvi. Other Significant Accounting Policies:

There are set out in the notes under significant accounting policies for financial statement of respective Companies, Todays Writing Instruments Limited, Today’s Stationery Mart Limited, Today’s Infrastructure and Construction Limited, Today’s Fluid Technologies Limited and Today’s Petrotech Limited.

ii) Companies considered in the consolidated financial statement are as follows:

Sr. No. Name of the Subsidiary Company % voting power held as on 31.03.2014

1 Today’s Stationery Mart Limited 100

2 Today’s Infrastructure and Construction Limited. 100

3 Today’s Fluid Technologies Limited 100

4 Today’s Petrotech Limited * 37.16

* Today’s Petrotech Limited considered as subsidiaries on the basis of Management control.

56


2 SHARE CAPITAl

Particulars 31-mar-14 31-Mar-13Number of Shares (Amt. in `) Number of Shares (Amt. in `)

AuthorisedEquity shares of `10 each with voting rights 25000000 250,000,000 25000000 250,000,000 Issued, subscribed and fully paid - upEquity shares of ` each with voting rights, fully paid up 12813300 128,133,000 12813300 128,133,000 Total 12813300 128,133,000 12813300 128,133,000

Out of above 4125000 Equity Shares of ` 10 each are alloted as fully paid up pursuant to the scheme of amalgamation without payment being- received in cash]

a. Reconciliation of equity shares and amounts outstanding

Particulars 31-mar-14 31-Mar-13Number of Shares (Amt. in ` ) Number of Shares (Amt. in ` )

At the beginning of the year 12813300 128,133,000 12813300 128,133,000 At the end of the year 12813300 128,133,000 12813300 128,133,000

b. Terms /rights attached to equity shares The Company has only one class of equity shares having a par value of ` 10. The equity shares have rights, preferences

and restrictions which are in accordance provisions of law, in particular the Companies Act, 1956.

e Details of shareholders holding more than 5 % shares in the Company othe than as shown in (c) above.

Particulars 31-mar-14 31-Mar-13Number of Shares % of Holding Number of Shares % of Holding

Bennett Coleman & Company Limited 844400 6.59 844400 6.593 RESERVE AND SURPlUS (Amount in ` )

Particulars 31-mar-14 31-Mar-13Capital reserveBalance as at the beginning and end of the year 16,109,000 16,109,000 Securities premium accountBalance as per Balancesheet 91,693,960 85,933,960 Amalgmation reserveBalance as per Balancesheet 45,686,384 45,686,384 Surplus / (Deficit) in the Statement of Profit and LossBalance as at the beginning of the year (1,526,913,045) (1,530,145,063)Add: Adjustment due to Induction of a Subsidiary (296,250,925)Add: Profit / (Loss) for the year (68,842,120) (144,497,326)Balance as at the end of the year (1,892,006,090) (1,674,642,389)Total (1,738,516,746) (1,526,913,045)

net of corporate dividen tax credit on dividend received from a subsidiary

4 lONG- TERm BORROWINGS (Amount in ` )

Particulars 31-mar-14 31-Mar-13Secured loan From Banks 330,996,751 236,600,000

330,996,751 236,600,000

Details of Security The Company has created a mortagage on all its assets both current and fixed assets, both moveable and immovable in

favour of lenders to SBI Trusteeship services(SBIT). vide security trust deed dated 19th March 2008. and accordingly the term lenders ICICI Bank Ltd and Axis Bank Ltd are secured by first paripassu charge on immovable and movable fixed assets (except those pertaining to the current assets charged in favour of working capital bankers) and second charge on current

NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS



NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTSassets and movable assets. Further, the Immovable property of Premium Writing Products(PWP) has been charged to the lenders through a guarantee by PWP to the extent of value of the immovable property of PWP, pending transfer to the Company. Also, personal gurantee of Mr. Rajesh Kumar Drolia has been provided to all secured lenders except ICICI Bank Ltd and Mrs. Anita Drolia’s personal guarantee is given only to SBI and Bank of India.

Terms of Repayment The repayment schedule of term loans of ` 16,56,00,000/- were rescheduled by CDR cell on restructuring and it was

payable @ 3.75 % per quarter commencing from 01/10/2015. The Company subsequently opted to enter in to settlment with the lenders and consequently CDR scheme was withdrawn.

5 OTHER lONG- TERm lIABIlITIES (Amount in `)

Particulars 31-mar-14 31-Mar-13Unpaid interest on term liabilities of earlier years 70,163,180 55,504,180 Unpaid interest on working capital loan of earlier years 428,036,940 333,978,164 Income Tax Dues 75,455,234 Unclaimed Dividend of earlier years 318,305 1,575,743

MVAT of earlier years 5,070,487 5,070,487

579,044,146 396,128,574

6 lONG TERm PROVISIONS (Amount in ` )

Particulars 31-mar-14 31-Mar-13

Provision for employee benefits 6,042,898 5,563,275

Compensated absences 2,168,449 2,168,449

Provision for Income Tax (earlier years) - 80,258,542

Total 8,211,347 87,990,266

7 SHORT TERm BORROWINGS (Amount in ` )

Particulars 31-mar-14 31-Mar-13Secured:Loans repayable on demand from banks Cash credit 659,878,308 834,553,647

659,878,308 834,553,647

Details of SecurityThe Company has a created a mortgage on all its assets both current and fixed assets both movable and immovable in favour of the lenders through State Bank of India trusteeship services (SBIT) vide security trust deed dated 19th March 2008 and accordingly the working capital lenders State Bank of India, Bank of India, ICICI Bank Ltd. and HSBC Bank Ltd. are secured by first paripassu charge on all current assets and movable assets (except those pertaining to the charged in favour of term lenders) and second charge on all immovable assets Further, the Immovable property of Premium Writing Products(PWP) has been charged to the lenders through a guarantee by PWP to the extent of value of immovable property pending transfer of immovable property to the Company. Also, personal gurantee of Mr. Rajesh Kumar Drolia have been provided to all secured lenders except ICICI Bank and Anita Drolia’s personal guarantee is given only to SBI and Bank of India.Unsecured:

Loan Received from Directors & Relatives 207,745,674 110,976,000

Trade Deposits 7,800,000 1,000,000

Inter Corporate Deposit 64,245,592 27,290,757

Short Term Loans 328,438,000 328,438,000

Total 608,229,266 467,704,757

58


NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS8 TRADE PAYABlES (Amount in ` )


Other than acceptances

Micro and small enterprise (Refer note 25) 1,898,113 2,596,139

Others 203,500,429 200,712,896

Total 205,398,542 203,309,035

9 OTHER CURRENT lIABIlITIES (Amount in ` )

Particulars 31-mar-14 31-Mar-13Interest accrued but not due on borrowings 259,014,622 112,116,000 Employee related liabilities 11,736,845 12,488,324 Advances from customers 27,670,129 44,138,650 Other Sundry Creditors 2,498,701 1,072,042 Statutory dues payable 4,564,438 3,409,059 Total 305,484,735 173,224,075

10 SHORT TERm PROVISIONS (Amount in ` )

Particulars 31-Mar-14 31-Mar-13Provision for employee benefits 1,158,495 1,527,148 Compensated absences - - Provision for income tax (net of advances) - 10,032,481 Total 1,158,495 11,559,629

11. FIXED ASSETS (Amount in ` )

Sr. No.

Assets GROSS BlOCK DEPRECIATION NET BlOCKAs at

01/04/2013 Addition

During the year

DeductionsDuring the

year

As at 31/03/2014

Up to 31-03-2013

Sales/Adjustments

For the period

Up to 31-03-2014

As at 31.03.2014

As at 31.03.2013

Tangible Assets (A)1 Freehold Land 24,254,823 - - 24,254,823 - - 24,254,823 24,254,823 2 Buildings 139,496,498 - 1,168,164.00 138,328,334 30,742,375 817,715 4,426,283 34,350,943 103,977,391 108,754,123 3 Plant & Machinery 364,880,000 479,409.00 - 365,359,409 96,295,893 - 17,336,114 113,632,007 251,727,402 268,584,107 4 Electrical

Installations 9,062,066 117,250.00 - 9,179,316 4,386,163 - 434,025 4,820,188 4,359,128 4,675,903

5 Moulds 393,142,896 - - 393,142,896 391,447,897 - - 391,447,897 1,694,999 1,694,999 6 Office Equipments 8,248,123 157,150.00 - 8,405,273 3,400,658 - 395,751 3,796,409 4,608,864 4,847,465 7 Computer 11,716,942 199,658.00 - 11,916,600 9,006,405 - 1,385,621 10,392,026 1,524,574 2,710,537 8 Furniture and

Fixtures 15,098,577 95,049.00 149,413.00 15,044,213 8,516,867 113,494 951,784 9,355,157 5,689,056 6,581,710

9 Vehicles 18,615,118 4,200 6,038,989 12,580,329 10,771,664 5,318,735 1,194,757 6,647,686 5,932,643 7,843,454 Total 984,515,043 1,052,716 7,356,566 978,211,193 554,567,922 6,249,944 26,124,335 574,442,313 403,768,880 429,947,121 Previous Year 811,567,676 1,081,531 2,542,976 810,106,231 515,171,550 1,210,222 19,729,262 533,690,590 276,415,641 296,396,126 Intangible Assets (B) - -

1 Technical Knowhow 21,917,770 - - 21,917,770 17,424,627 - 2,191,777 19,616,404 2,301,366 4,493,143 Total 21,917,770 - - 21,917,770 17,424,627 - 2,191,777 19,616,404 2,301,366 4,493,143 Previous Year 21,917,770 - - 21,917,770 15,232,850 - 2,191,777 17,424,627 4,493,143 6,684,920 Grand Total (A+B) 1,006,432,813 1,052,716 7,356,566 1,000,128,963 571,992,549 6,249,944 28,316,112 594,058,717 406,070,246 434,440,264 Previous Year (A+B) 833,485,446 1,081,531 2,542,976 832,024,001 530,404,400 1,210,222 21,921,039 551,115,217 280,908,784 303,081,046



NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS12 NON CURRENT INVESTmENT (Amount in ` )


INVESTmENTlong Term Inverstments(a) Non Traded, Unquoted(I) Investments in Subsidiaries(ii) Others i) Today's Petrotech Ltd. - 275,000

27500 (Previous Year 27500) Equity

Shares of face value of `10 each fully paid up

ii) 10040 (Previous Year 10040) Equity Shares of 251,000 251,000

face value of `25 each fully paid up of Kalyan

Janata Sahakari Bank Limited

iii) 10 (Previous Year Nil) Equity Shares of 1,000 1,000

face value of `100 each fully paid up of

The Mogaveera Co-op Bank Limited

iv) National Saving Certificate 55,000 55,000

(iii) Investment in Partnership Firm 2,356,775 2,356,775

(iv) Investments 32,600,043 32,545,043

35,263,818 35,483,818

13 DEFERRED TAX LIABILITY / ASSETS (Amount in `)


Deferred Tax liability

Difference between book and tax depreciation 48,595,748 30,150,273

Total 48,595,748 30,150,273

Deferred Tax Asset

Disallowances under Income Tax 340,726,737 340,726,737

Total 340,726,737 340,726,737

Deferred Tax Liabilitiy / (Assets)( Net) (292,130,989) (310,576,464)

14 lONG TERm lOANS AND ADVANCES (Amount in `)


Deposits 14,054,654 3,006,837

Others - 7,615,144

14,054,654 10,621,981

15 OTHER NON CURRENT ASSETS (Amount in ` )


Advance Income Tax & Tax receivable (earlier years) - 32,937,859

VAT receivable 16,520,610 17,450,204

Prepaid Expenses 217,692 3,44,957

Total 16,738,302 50,733,020

60


NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS16 INVENTORIES (Amount in ` )

Particulars 31-mar-14 31-Mar-13At lower of cost and net realisable valueRaw materials 14,290,823 15,396,826 Packing Material 8,605,252 7,139,993 Semi Finished Goods 10,785,647 8,479,218 Finished goods 20,864,907 15,534,629 Stores and spares 1,807,362 1,825,478 Total 56,353,991 48,376,144

17 TRADE RECEIVABlE (Amount in `)

Particulars 31-mar-14 31-Mar-13Trade receivable outstanding for a period exceeding six months from the date they were due for paymentUnsecured, considered good 55,242,637 24,051,391 Doubtful 587,254,839 587,254,839

642,497,476 611,306,230 Less: Provision for doubtful trade receivables 40,019,340 587,254,839 Less: Bad Debts Written off 547,235,499 -

55,242,637 24,051,391 Others trade receivable 21,034,557 25,338,882 Unsecured, considered good

Total 76,277,194 49,390,273

18 CASH AND CASH EQUIVAlENTS (Amount in ` )

Particulars 31-mar-14 31-Mar-13Cash on hand 3,310,679 4,115,384 Balances with banksIn current accounts 4,873,872 11,807,008 In Unpaid dividend account 337,225 1,589,622 In Earmarked deposit Margin Money account 77,108,879 178,886,770 Total 85,630,655 196,398,784

19 SHORT TERm lOANS AND ADVANCES (Amount in ` )

Particulars 31-mar-14 31-Mar-13Unsecured, considered good unless otherewise statedLoans and advances to related parties 89,669,193 40,770,452 Others 26,871,190 26,215,222 Loans and advances to employees. 1,172,090 3,401,255 Advance income tax {net of provision for income tax} 4,686,633 873,561

122,399,106 71,260,490 Less: Provision for doubtful loans and advances 56,705,437 56,705,437 Total 65,693,669 14,555,053

20 OTHER CURRENT ASSETS (Amount in ` )

Particulars 31-mar-14 31-Mar-13Interest Accrued On Deposits 6,097,380 15,245,617Total 6,097,380 15,245,617



NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS21 REVENUE FROm OPERATIONS (Amount in ` )


a. Sale of products

Domestic sale 425,403,789 351,271,498

Export sale 78,062,320 140,429,847

Total 503,466,109 491,701,345

22 OTHER INCOmE (Amount in ` )


Interest

on bank deposits 26,317,886 15,429,813

Export incentive 3,869,730 6,070,509

Foreign Currency Gain 162,243 146,632

Profit on sale of Fixed Assets 1,231,689 -

Miscellaneous Income 823,341 670,796

Share of profit from Partnership Firm - 2,164,942

Total 32,404,889 24,482,692

23 COST OF mATERIAlS CONSUmED (Amount in ` )


Raw material Consumed

Plastic Granules 152,688,802 126,239,476

Ball Pen Tips 41,436,293 40,325,594

Ink 29,385,052 27,724,511

Others 32,435,105 43,289,876

Packing Material Consumed 39,099,041 46,937,104

Total 295,044,293 284,516,561

24 PURCHASE OF TRADED GOODS (Amount in ` )

Particulars 31-mar-14 31-Mar-13Traded Goods Purchased 28,443,283 34,388,359 Total 28,443,283 34,388,359

25 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK -IN -PROGRESS AND STOCK IN TRADE. (Amount in ` )

Particulars 31-mar-14 31-Mar-13Inventories at the beginning of the yearFinished goods 15,542,629 17,380,653 Work in progress 8,479,218 8,567,608

24,021,847 25,948,261 Inventories at the end of the yearFinished goods 20,864,907 15,534,629 Work in progress 10,785,647 8,479,218

31,650,554 24,013,847 Net decrease / (increase) (7,628,707) 1,934,414

62


NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS26 EmPlOYEE BENEFITS EXPENSES (Amount in ` )

Particulars 31-mar-14 31-Mar-13Salaries, wages and incentives 53,151,677 53,543,835 Contributions to provident and other funds 3,351,933 4,866,584 Staff welfare expenses 2,567,951 663,225 Total 59,071,561 59,073,644

27 FINANCE COST (Amount in ` )

Particulars 31-mar-14 31-Mar-13Interest expenses 101,334,512 116,234,298 Other Borrowing Costs 169,658 231,674 Total 101,504,170 116,465,972

28 OTHER EXPENSES (Amount in ` )

Particulars 31-mar-14 31-Mar-13manufacturing ExpensesConsumption of stores and spare parts 3,317,656 3,328,112 Repairs and maintenance Plant and machinery 5,808,016 11,824,000 Building 688,148 1,158,725 Others 1,006,049 992,600 Power and Fuel 11,302,919 9,078,670 Insurance 206,617 294,550 Factory Rent - 61,000 Other Manufacturing Expenses 43,845,004 54,987,372 Carriage inward & Transporation 3,082,802 2,856,235 Selling & Distribution ExpensesSales Promotion 12,088,059 13,461,519 Discount & Commission 17,882,103 25,767,444 Carriage, Sales Tax & Octroi 7,517,081 8,515,911 Advertisement and publicity Expenses 1,608,640 958,615 Establishment ExpensesTravelling and Conveyance 2,637,023 2,288,485 Subscripting & Donation 333,266 671,525 Legal and Professional chrages 7,887,486 9,064,308 Printing & Stationery 435,170 457,007 Loss on sale of Fixed Assets - 879,424 Rent 470,143 142,800 Loss From Partnership Firm 905,000 905,000 Payment to Auditors As Auditors- Statutory audit 282,360 170,000 For taxation matters 75,000 75,000 Reimbursement of expenses 75,513 44,736 Miscellaneous Expenses 11,041,462 11,897,926 Total 132,495,517 159,880,964



NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTS29 CONTINEGENT lIABIlITIES: (Amount in ` )

Particulars 31-mar-14 31-Mar-13a) Income tax matters disputed in appeal In all the above matters, the Company is hopeful of succeeding and

as such does not expect any significant liability to crystallize. 103,283,133 103,283,133

b) Sales Tax:- Sales tax matter disputed in Appeal. 184,826,315 70,431,625 In all the above matters, the Company is hopeful of succeeding and as

such does not expect any significant liability to crystallize.c) Bank guarantee i) Guarantee issued to various government departments and the

Company is hopefull to meet its obligations. 12,800,900 12,800,900

ii) Corporate guarantee given on behalf of others - covered by indemnity under taking from Today's Petrotech Limited.

- 30,50,00,000

30 DISClOSURES UNDER SECTION 22 OF THE mICRO, SmAll AND mEDIUm ENTERPRISES DEVElOPmENT ACT 2006.(Amount in `)

Particulars 31-mar-14 31-Mar-13Principal amount remaining unpaid to suppliers as at the end year. 1,898,113 2,596,139 Interest due on the above mentioned principal amount remaining unpaid to any supplier as at the year end.

- -

Amount of the interest paid by the Company in terms of Section 16 - - Amount of interest due and payable for the period of delay in making payment but without adding the interest specified under the MSM Act.Amount of interest accrued and remaining unpaid at the end of the accounting year.

- -

Dues to micro and small enterprises have been determined to the extent such parties have been identified on the basis of intimation received from the “ suppliers” regarding their status under the Micro, small and Medium Enterprises Development Act, 2006.

31 EmPlOYEE BENEFITS PlANS:

Disclosure as required by Accounting Standard 15

Liability In respect of gratuity and leave encashment are accounted on payment basis which is not in conformity with Accounting Standard (AS)15 (Revised 2005) on Employee Benefits as issued by the Institute of Chartered Accountant of India, which requires that gratuity and Leave Encashment Liabilities be accounted for on accrual basis and as per actuarial basis.

The amount recognized in the Statement of Profit and Loss are as follows:

DEFINED BENEFIT PlAN (Amount in ` )

Particulars 31-mar-14 31-Mar-13Current Service Cost of :Gratuity 2,677,881 1,527,148 Leave Encashment - - Providend Fund 268,676 3,206,006 Total 2,946,557 4,733,154 GratuityOpening defined benefits 7,090,423 5,655,777 Current service cost 2,677,881 1,527,148 Benefits paid during the year 1,172,487 92,502 Closing defined benefit obligation 8,595,817 7,090,423 Total 8,595,817 7,090,423

64


NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTSParticulars 31-mar-14 31-Mar-13leave EncashmentOpening defined benefits 2,168,449 2,193,757 Current service cost - - Benefits paid during the year - 25,308 Closing defined benefit obligation 2,168,449 2,168,449 Total 2,168,449 2,168,449

32 RElATED PARTY INFORmATION: Related party information as required by AS 18 is given below:

Relationships:Sr. No. Nature of Relationship Name of Related Parties

1) Key Management Personnel Mr. Rajesh Kumar DroliaMr. Ronald NettoMr. Ranjiv SallyMr. Anil HaralalkaMr. Rajiv Drolia

2) Associate Companies / Firms Premium Writing ProductsJaidurga Engineering Company / Rajesh Kumar Drolia (HUF)Tirupati Tips Industries

3) Relatives of Key Management Personnel Smt. Anita DroliaSmt. Akriti DroliaRajesh Kumar Drolia (HUF)Mr. Chirag Drolia

a) Transactions during the year with related parties (` in lacs)

Sr. No.

Nature of Transaction Nature of RelationshipKey management

PersonnelAssociates Relatives Total

1 Unsecured loan / Advance taken (2013-14) 14.00 - 655.00 669.00 (2012-13) - - - -

2 Service / Job work Charges Paid (2013-14) - - - - (2012-13) - - - -

3 Directors Remuneration (2013-14) 12.00 - - 12.00 (2012-13) (12.00) - - (12.00)

4 Share of loss from firm (2013-14) - 9.05 - 9.05 (2012-13) - (9.05) - (9.05)

5 Sales (2013-14) - - - - (2012-13) - - - -

b) Balance as at 31st March 2014 with related parties ( ` in lacs)

Sr. No.



1 Loans & Advances given (2012-13) - - 4 4 (2011-12) - - (11.00) (11.00)

2 Loans & Advances received (2012-13) 990.00 116.00 654.00 1,760.00 (2011-12) (976.00) (116.00) - (1,092.00)



NOTES FORmING PART OF THE CONSOlIDATED FINANCIAl STATEmENTSSr. No.



3 Advance due to (2012-13) 7.00 289.00 - 296.00 (2011-12) (12.00) (53.00) - (65.00)

4 Advance due from (2012-13) 76.00 - - 76.00 (2011-12) (76.00) - - (76.00)

5 Investment in Firm (2012-13) - 1.00 - 1.00 (2011-12) - (1.00) - (1.00)

33 EARNINGS PER SHARE: (Amount in ` )

Particulars march 31, 2014 March 31, 2013

Basic earning per share

Profit after tax (Amt. in `) (68,842,120) (144,497,326)

Weighted average no. of equity shares 12,813,300 12,813,300

Nominal value of each equity shares 10 10

Basic earning per share (in `) (5.37) (11.28)

Diluted earnings per share (in ` ) (5.37) (11.28)

34 Segment Reporting:

Primary (Business) Segment:

The segment of the Company has been identified in line with the Accounting Standard 17 on “Segmental Reporting” issued by the ICAI, taking into account the organization structure as well as the different risks and return of different segments. However during the period under review the Company was operating in single segment “stationery and writing instruments”, business activities of subsidiaries. were not in major operations hence segment reporting is not applicable.

35. The Company has discarded few obsolete and idle assets during the year, the cost of repairing were much more than it’s utility and have outlived the average life of assets. It was decided to discard these assets as Scrap or ‘as is where is basis’ and utilize the fund for working capital needs. In respect of flats, they were in a dilapidated condition and as such the cost of repairs were prohibitive and unviable. The tenants occupying the same were also not vacating. Hence, it was decided to sell the flats to the occupants at a nominal value considering the huge cost of repairs.

36. Previous year figure have been regrouped / reclassified to confirm with current year presentation, wherever considered necessary.

Signature to notes forming part of the Financial Statements.In terms of our attached report of even date. For and on behalf of the Board of DirectorsFor Ajay Shobha & Co. Chartered Accountants(Firm Registration No. 317031E) Rajesh Kumar Drolia Ronald Netto






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E-COmmUNICATION REGISTRATION FORm

Dear Shareholders,You are aware that the provisions of Companies Act, 2013 have been made effective. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules issued thereunder, Companies can serve Annual Reports and other communications through electronic mode to those shareholders who have registered their email address either with the Company or with the Depository. The members may also exercise their right to vote of any General Meeting and Postal Ballot by electronic means i.e., through e-voting.It is a welcome move for the society at large, as this will reduce paper consumption to a great extent and allow shareholders to contribute towards a greener environment. This is a golden opportunity for every shareholder of Todays to contribute to the cause of Green Initiative.We also draw your attention to the Section (88)(1) a the Companies Act, 2013 and rule 3 (i) of the Information pursuant to section 88(1)(a) of the Companies Act, 2013 and Rule 3(1) of the Companies (Management and Administration) Rules, 2014.We therefore invite all our shareholders to contribute to the cause to receive communication from the Company in electronic mode and to enable the Company to update your details, by filling up the form given below. let’s be a part of this ‘Green Initiative’!Please note that as a member of the Company, you will be entitled to receive all such communication in physical form, upon request.

Best Regards,

Ms.Bhavika ShahCompany Secretary

To,

Todays Writing Instruments limited

Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra – 396 193 Dadra & Nagar Haveli (U.T.)

With reference to section 88(i) of the Companies Act, we give the following information.

NameFolio No.Contact No. Res.:

Mob:Email IdAddress

CIN Registration No.

(in case of companies)Date of BirthPan No.NationalityBank NameBranch NameAccount NumberMICR NumberRTGS/NEFT/IFSC Code

Note: Shareholder(s) are requested to keep the Company informed as and when there is any change in the e-mail address.

Thanking You

Sincerely,

Name of the shareholder

Signature

TODAYS WRITING INSTRUmENTS lImITEDRegistered Office : Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra – 396 193 Dadra & Nagar Haveli (U.T.)

CIN :- L74999DN1992PLC000041, Tel No. : 0260-2668574, Fax No. : 0260-2668536Email : [email protected], Web: www.todays.co.in

Form No. mGT-11

PROXY FORm[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]Name of the Member(s): _______________________________________________________________________________________

Registered address:___________________________________________________________________________________________

E-mail ID: _____________________________________________________Folio No./DP ID and Client ID: ____________________

I/We, being the Member(s) of_______________________________________ shares of the above named Company, hereby appoint

1.Name:_________________________________________________________ E-mail ID_____________________________________

Address:_______________________________________________________________________________________________________

________________________________________________________________ Signature: _________________________________

Or failing him/her

2.Name:__________________________________________________________E-mail ID_____________________________________

Address:_______________________________________________________________________________________________________

________________________________________________________________ Signature: _________________________________

as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the 22nd Annual General Meeting of the Company, to be held on Thursday, 11th September, 2014 at 10.00 a.m at the Registered Office of the Company at Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra & Nagar Haveli, (U.T.) – 396193 and at any adjournment thereof in respect of such resolutions as are indicated below: -

Reso. No Description

1 Adoption of Annual Accounts and Reports thereon for the financial year ended 31st March, 2014

2 Re-appointment of Mr. Rajesh Kumar Drolia, who retires by rotation

3 Appointment of M/s. Ajay Shobha & Co., as Statutory Auditors of the Company and to fix their remuneration

4 Appointment of Mr. Rahul Gupta as an Independent Director of the Company

5 Appointment of Mr. Shreedhar M. Parande as an Independent Director of the Company

6 Re-appointment of Mr. Ronald Netto as Managing Director

7 Transactions with Related Parties u/s 188 of the Companies Act, 2013

8 Adoption of new Articles of Association of the Company

Signed this__________________________________________________ day of________________________________________ 2014.

Signature____________________________

Affix

Revenue

Stamp

Notes:

1. A Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as proxy on behalf of not more than fifty Members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as proxy for any other Member.

2. This form of Proxy, to be effective, should be deposited at the Registered Office of the Company at Survey No.251/2, Valsad Falia, Dadra-396193 D&NH (U.T), INDIA not later than FORTY-EIGHT HOURS before the commencement of the aforesaid meeting.

TODAYS WRITING INSTRUmENTS lImITEDRegistered Office : Survey No.251/2, ValsadFalia, Near Jain Temple, Dadra – 396 193 Dadra & Nagar Haveli (U.T.)

CIN :- L74999DN1992PLC000041, Tel No. : 0260-2668574, Fax No. : 0260-2668536

Email : [email protected], Web: www.todays.co.in

(PLEASE FILL THE ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL).

ATTENDANCE SlIP

I/We hereby record my/our presence at the 22nd Annual General Meeting of the Company to be held on Thursday, 11th September,

2014 at 10.00 a.m at the Registered Office of the Company at Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra, Dadra &

Nagar Haveli, (U.T.) – 396193

For Physical Holding For Electronic Form (Demat) NSDL/CDSL No. of Shares

Folio No. DP ID CLIENT ID

Name of the Member/Proxy (in Block Capitals)

Signature of the Member / Proxy

(Only members/proxies and representatives are allowed to attend the Meeting)

Notes: Shareholder/Proxy wishing to attend the meeting must complete this Attendance Slip and hand it over at the entrance of

the venue of the meeting.

If undelivered, please return to :

TODAYS WRITING INSTRUmENTS lImITEDRegistered Office : Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra – 396 193 Dadra & Nagar Haveli (U.T.) CIN :- L74999DN1992PLC000041, Tel No. : 0260-2668574, Fax No. : 0260-2668536Email : [email protected], Web: www.todays.co.in

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