1. We have audited the attached Balance Sheet of Todays Writing
Instruments Limited as at 31st March 2012, the Profit and Loss Account
and the Cash Flow Statement of the Company for the year ended on that
date annexed thereto. These financial statements are the responsibility
of the Company''s management. Our responsibility is to express an
opinion on these financial statements based on our audit.We conducted
our audit in accordance with Auditing Standards generally accepted in
India. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial''statements are
free of material mis-statement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used - and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
2. As required by the Companies (Auditors'' Report) Order, 2003 and
amendment thereto issued by the Central Government of India in terms of
sub-section (4A) of Section 227 of the Companies Act, 1956, and on the
basis of such checks as we considered appropriate and according to
information and explanation given to us, we enclose in the annexure
hereto a statement on the matters specified in paragraphs 4 fit 5 of
the said Order to the extent applicable to company.
3. We report the observation I comments as under:
i) The accounts of the Company have been prepared on going concern
basis through the accumulated losses of the Company have exceeded its
net worth. (Note 36)
ii) Balance confirmation from debtors, creditors, advances, secured and
unsecured lenders etc. are generally nof received and accordingly, not
reconciled I confirmed. In absence of the same, these balances and
their classification are reflected as per the records produced (Note
Hi) Provision of interest on loans from banks & financial institution
are provided as per CDR scheme and not as per the sanction terms of the
banks & financial institution. (Note 43)
4. Further to our comments in the Annexure referred to in paragraph
(2) above, we report that:
a) We have obtained all the information and explanations which, to the
best of our knowledge and belief, were necessary for the purpose of our
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
c) The Balance Sheet, Profit and Loss Account & Cash Flow Statement
dealt with by this report are in agreement with the books of accounts;
d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
Flow Statement comply with the applicable Accounting Standards referred
to in sub-section (3C) of section 211 of the Companies Act
1956,except,Accounting Standard 15 (AS-15) relating to retirement
benefits of employees as referred to in notes 2(a) of schedule 16.
e) On the basis of written representations received from the directors,
as on 31st March, 2012 and taken on record by the Board, we report that
none of the directors is disqualified as on 31st March 2012 from being
appointed as a director in terms of Clause (g) of Sub section (1) of
Section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with
significant accounting policies and notes thereon, give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India :
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March , 2012;
ii) in the case of the Profit and Loss Account, of the Loss of the
Company for the year ended on that date.
iii) in the case of the Cash Flow Statement, of the cash flows of the
Company for the year ended on that date.
ANNEXURE TO THE AUDITORS''REPORT
(Referred to in paragraph 2 of the Auditors Report of even date) .
1. In respect of the Fixed Assets :-
a) The Company has maintained proper records showing full particulars,
including quantitative details and situation of fixed assets.
b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the and the nature of its business. Pursuant to the
programme, a portion of the fixed assets has been physically verified
by the management during the year and no material discrepancies between
the books records and the physical inventory has been noticed.
c) In our opinion, a substantial part of fixed assets has not been
disposed off by the company during the year and the going concern
status of the company is not affected. ''
2. In respect of Inventories: -
a) The inventory (excluding stocks with third parties and materials in
transit) has been physical verified by the management during the year.
In respect of inventory lying with third parties, these have been
confirmed by them. In our opinion, the frequency of verification is at
b) In our opinion, the procedure of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the company and the nature of its business.
c) On the basis of our examination of the inventory records, in our
opinion, the company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory as compared
to books records were not material and have been properly dealt with in
the books of accounts.
3. a) As per the information and explanation given to us, the company
lias granted unsecured loans to three subsidiaries
covered in the register maintained under section 301 of the Companies
Act, 1956 on call basis. The maximum amount outstanding during the year
was Rs. 2294.51 Lacs and the year end balance was Rs. 657.52 Lacs.
b) The advance given by the company is to wholly owned subsidiary and
rate of interest on such advances and the terms and conditions on which
these advance given are not prejudicial to the interest of the company.
c) There is no prescribed stipulation of repayment of the advance and
is payable on demand and therefore question of overdue amount does not
d) As per the information and explanation given to us, the company has
taken unsecured loan , from a director covered in the Register
maintained under Section 301 of the companies Act 1956. The maximum
amount outstanding during the year was Rs. 982.91 Lacs and the year end
balance was Rs. 982.91 Lacs.
e) The rate of interest on such loans and advances and the terms and
conditions on which these advance are taken not prejudicial to the
interest of the company.
f) There is no prescribed stipulation of repayment of the advance and
is payable, on demand and therefore question of overdue amount does not
4. In our opinion and according to the information and explanations
given to us, there are adequate internal''control ¦ procedures
commensurate with the size of the Company andmature of its business,
with regard to purchase of inventory, fixed assets and sale#of goods
6t services. As per the information and explanation given to us, in our
opinion there is no continuing failure to correct major weaknesses in
5. In respect of transactions covered under section 301 of the
Companies Act 1956 :
a) Based on the audit procedures applied by us and according to .the,
information and explanation provided by the, Management we are of the
opinion that the transactions that need to be entered into the register
maintained under section 301 have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transaction made in pursuance of such contracts or
arrangements entered in the register maintained under section 301 of
the companies Act 1956, and exceeding the value of rupees five lacs in
respect of any party during the''year have been made at prices which are
reasonable having regard to the market prices prevailing at the
6. In our opinion and according to''the information and explanations
given to us, the Company has not accepted any deposits from the public
within the meaning of Section 58Aand 58AAof the Companies Act, 1956,
and the rules framed there under. Hence clause 4 (Vi> of the Order is
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
8. We have broadly reviewed the books of account maintained by the
Company pursuant to the rules made by the Central Government for the
maintenance of cost records under clause (d) of sub section (1) of
section 209 of the Companies Act, 1956 and are of opinion that prima
facie, the prescribed account and records have been maintained. We have
not, however, made a detailed examination of the records with a view to
determine whether they are accurate and complete.
9. According to the information and explanations given to us in
respect statutory and other dues :
a) The Company has been not regular in depositing undisputed statutory
dues of Provident Fund dues oft 61.14 Lakhs, Income Tax oft 768.15
Lakhs, Dividend Tax oft 39.16 Lakhs, Fringe Benefit Tax oft 18.16, TDS
oft 39.86 Lakhs and Sales tax of t 44.09 Lakhs with the appropriate
authorities, which were outstanding for a period of more than six
months from the date they became payable.
b) According to. the information and explanations given to us and the
records of the company examined by us particulars of Income Tax as on
31st March, 2012 that have not been deposited on account of a dispute
pending are as under:
Statute Nature of
Dues Year Amount
(Rs.In Lakhs) Forum where
Dues 2007-2008 279.33 C.I.T(Appeals),
Dues 2008-2009 1753.50 C.I.T(Appeals),
10. The Company has accumulated losses at the end of the financial
year and has incurred cash losses during the financial year ended 31s''
March 2012 and also in the immediately preceding financial Year.
11) Based on our audit procedures and the information and explanatidns
given by management, the Company has defaulted in repayment of dues to
12) According to the information and explanations given to us, the
Company has not given loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13) In our opinion, considering the nature of activities carried on by
the Company during the year, the provisions of any special statute and
provisions applicable to chit fund / nidhi / mutual benefit fund /
societies are not applicable to the Company.
14) In our opinion and accordingto the information and explanations
given to us, the Company is not a dealer / trader in shares &
15) According to the information and explanation given to us and the
records examined by us, the Company has given corporate guarantees
amounting to t 3050.00 lacs & 170.00 lacs to ICICI Bank Ltd & State
Bank of India for loans taken by erstwhile Subsidiary Company Today''s
Petrotech Ltd, in which the company is a Shareholder, and by Today''s
Stationery Mart Ltd, a wholly owned subsidiary of the Co. respectively.
The terms and conditions whereof are prima facie not prejudicial to the
interest of the company. »
16) In our opinion, on the basis of information and explanations given
to us, on an overall basis, the term loans were applied for the
purposes for which the loans were obtained.
17) On the basis of an overall examination of,the Balance Sheet of the
Company, in our opinion and according to the information and
explanation given to us, there are no funds raised on a short-term
basis, which have been used for long - term investments.
18) During the year the company has not made any preferential allotment
of shares to parties or companies covered in the register maintained
under section 301 of the Companies Act, 1956. According, clause
4(xviii) of the Order is not applicable.
19) The Company has not issued any debentures. According, clause 4(xix)
of the Order is not applicable.
20) During the year Company has not raised any money by public issued
during the year. According, clause 4(xx) of the Order is not
21) During the course of our examination of the books of account
carried out in accordance with the generally accepted * auditing
practices in India, and according to the information and explanation
given to us, we have neither come across any instance of fraud on or by
the Company, noticed or reported during the year, not have we been
informed of such case by the management.
For AJAY SHOBHA a CO.
Place: Dadra Partner
Date:-27th August, 2012 M. No.053071