1.  We have audited the attached Balance Sheet of Todays Writing
 Instruments Limited as at 31st March 2012, the Profit and Loss Account
 and the Cash Flow Statement of the Company for the year ended on that
 date annexed thereto. These financial statements are the responsibility
 of the Company''s management. Our responsibility is to express an
 opinion on these financial statements based on our audit.We conducted
 our audit in accordance with Auditing Standards generally accepted in
 India. Those standards require that we plan and perform the audit to
 obtain reasonable assurance about whether the financial''statements are
 free of material mis-statement. An audit includes examining, on a test
 basis, evidence supporting the amounts and disclosures in the financial
 statements. An audit also includes assessing the accounting principles
 used - and significant estimates made by management, as well as
 evaluating the overall financial statement presentation. We believe
 that our audit provides a reasonable basis for our opinion.
 
 2.  As required by the Companies (Auditors'' Report) Order, 2003 and
 amendment thereto issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, and on the
 basis of such checks as we considered appropriate and according to
 information and explanation given to us, we enclose in the annexure
 hereto a statement on the matters specified in paragraphs 4 fit 5 of
 the said Order to the extent applicable to company.
 
 3.  We report the observation I comments as under:
 
 i) The accounts of the Company have been prepared on going concern
 basis through the accumulated losses of the Company have exceeded its
 net worth. (Note 36)
 
 ii) Balance confirmation from debtors, creditors, advances, secured and
 unsecured lenders etc. are generally nof received and accordingly, not
 reconciled I confirmed. In absence of the same, these balances and
 their classification are reflected as per the records produced (Note
 37)
 
 Hi) Provision of interest on loans from banks & financial institution
 are provided as per CDR scheme and not as per the sanction terms of the
 banks & financial institution. (Note 43)
 
 4.  Further to our comments in the Annexure referred to in paragraph
 (2) above, we report that:
 
 a) We have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purpose of our
 audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company, so far as appears from our examination of those
 books ;
 
 c) The Balance Sheet, Profit and Loss Account & Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts;
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement comply with the applicable Accounting Standards referred
 to in sub-section (3C) of section 211 of the Companies Act
 1956,except,Accounting Standard 15 (AS-15) relating to retirement
 benefits of employees as referred to in notes 2(a) of schedule 16.
 
 e) On the basis of written representations received from the directors,
 as on 31st March, 2012 and taken on record by the Board, we report that
 none of the directors is disqualified as on 31st March 2012 from being
 appointed as a director in terms of Clause (g) of Sub section (1) of
 Section 274 of the Companies Act, 1956;
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 significant accounting policies and notes thereon, give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India :
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March , 2012;
 
 ii) in the case of the Profit and Loss Account, of the Loss of the
 Company for the year ended on that date.
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS''REPORT
 
 (Referred to in paragraph 2 of the Auditors Report of even date) .  
 
 1.  In respect of the Fixed Assets :-
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.  
 
 b) The fixed assets are physically verified by the management
 according to a phased programme designed to cover all the items over a
 period of three years, which in our opinion, is reasonable having
 regard to the and the nature of its business. Pursuant to the
 programme, a portion of the fixed assets has been physically verified
 by the management during the year and no material discrepancies between
 the books records and the physical inventory has been noticed.
 
 c) In our opinion, a substantial part of fixed assets has not been
 disposed off by the company during the year and the going concern
 status of the company is not affected.  ''
 
 2.  In respect of Inventories: -
 
 a) The inventory (excluding stocks with third parties and materials in
 transit) has been physical verified by the management during the year.
 In respect of inventory lying with third parties, these have been
 confirmed by them. In our opinion, the frequency of verification is at
 reasonable.
 
 b) In our opinion, the procedure of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 c) On the basis of our examination of the inventory records, in our
 opinion, the company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to books records were not material and have been properly dealt with in
 the books of accounts.
 
 3.  a) As per the information and explanation given to us, the company
 lias granted unsecured loans to three subsidiaries
 
 covered in the register maintained under section 301 of the Companies
 Act, 1956 on call basis. The maximum amount outstanding during the year
 was Rs. 2294.51 Lacs and the year end balance was Rs. 657.52 Lacs.
 
 b) The advance given by the company is to wholly owned subsidiary and
 rate of interest on such advances and the terms and conditions on which
 these advance given are not prejudicial to the interest of the company.
 
 c) There is no prescribed stipulation of repayment of the advance and
 is payable on demand and therefore question of overdue amount does not
 arise.
 
 d) As per the information and explanation given to us, the company has
 taken unsecured loan , from a director covered in the Register
 maintained under Section 301 of the companies Act 1956. The maximum
 amount outstanding during the year was Rs. 982.91 Lacs and the year end
 balance was Rs. 982.91 Lacs.
 
 e) The rate of interest on such loans and advances and the terms and
 conditions on which these advance are taken not prejudicial to the
 interest of the company.
 
 f) There is no prescribed stipulation of repayment of the advance and
 is payable, on demand and therefore question of overdue amount does not
 arise.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are adequate internal''control ¦ procedures
 commensurate with the size of the Company andmature of its business,
 with regard to purchase of inventory, fixed assets and sale#of goods
 6t services. As per the information and explanation given to us, in our
 opinion there is no continuing failure to correct major weaknesses in
 internal control.
 
 5.  In respect of transactions covered under section 301 of the
 Companies Act 1956 :
 
 a) Based on the audit procedures applied by us and according to .the,
 information and explanation provided by the, Management we are of the
 opinion that the transactions that need to be entered into the register
 maintained under section 301 have been so entered.
 
 b) In our opinion and according to the information and explanations
 given to us, the transaction made in pursuance of such contracts or
 arrangements entered in the register maintained under section 301 of
 the companies Act 1956, and exceeding the value of rupees five lacs in
 respect of any party during the''year have been made at prices which are
 reasonable having regard to the market prices prevailing at the
 relevant time.
 
 6.  In our opinion and according to''the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of Section 58Aand 58AAof the Companies Act, 1956,
 and the rules framed there under.  Hence clause 4 (Vi> of the Order is
 not applicable.
 
 7.  The Company has an internal audit system, which in our opinion, is
 commensurate with the size of the Company and the nature of its
 business.  *
 
 8.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under clause (d) of sub section (1) of
 section 209 of the Companies Act, 1956 and are of opinion that prima
 facie, the prescribed account and records have been maintained. We have
 not, however, made a detailed examination of the records with a view to
 determine whether they are accurate and complete.
 
 9.  According to the information and explanations given to us in
 respect statutory and other dues :
 
 a) The Company has been not regular in depositing undisputed statutory
 dues of Provident Fund dues oft 61.14 Lakhs, Income Tax oft 768.15
 Lakhs, Dividend Tax oft 39.16 Lakhs, Fringe Benefit Tax oft 18.16, TDS
 oft 39.86 Lakhs and Sales tax of t 44.09 Lakhs with the appropriate
 authorities, which were outstanding for a period of more than six
 months from the date they became payable.
 
 b) According to. the information and explanations given to us and the
 records of the company examined by us particulars of Income Tax as on
 31st March, 2012 that have not been deposited on account of a dispute
 pending are as under:
 
 Name of 
 the 
 Statute     Nature of 
             Dues         Year       Amount 
                                    (Rs.In Lakhs)    Forum where 
                                                     dispute is 
                                                     pending
 
 Income 
 Tax Act, 
 1961        Assessed 
             Dues        2007-2008   279.33          C.I.T(Appeals),
                                                     Kolkata
 
 Income 
 Tax Act, 
 1961        Assessed 
             Dues        2008-2009   1753.50         C.I.T(Appeals),
                                                     Kolkata
 
 10.  The Company has accumulated losses at the end of the financial
 year and has incurred cash losses during the financial year ended 31s''
 March 2012 and also in the immediately preceding financial Year.
 
 11) Based on our audit procedures and the information and explanatidns
 given by management, the Company has defaulted in repayment of dues to
 banks.
 
 12) According to the information and explanations given to us, the
 Company has not given loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 13) In our opinion, considering the nature of activities carried on by
 the Company during the year, the provisions of any special statute and
 provisions applicable to chit fund / nidhi / mutual benefit fund /
 societies are not applicable to the Company.
 
 14) In our opinion and accordingto the information and explanations
 given to us, the Company is not a dealer / trader in shares &
 securities.
 
 15) According to the information and explanation given to us and the
 records examined by us, the Company has given corporate guarantees
 amounting to t 3050.00 lacs & 170.00 lacs to ICICI Bank Ltd & State
 Bank of India for loans taken by erstwhile Subsidiary Company Today''s
 Petrotech Ltd, in which the company is a Shareholder, and by Today''s
 Stationery Mart Ltd, a wholly owned subsidiary of the Co. respectively.
 The terms and conditions whereof are prima facie not prejudicial to the
 interest of the company.  »
 
 16) In our opinion, on the basis of information and explanations given
 to us, on an overall basis, the term loans were applied for the
 purposes for which the loans were obtained.
 
 17) On the basis of an overall examination of,the Balance Sheet of the
 Company, in our opinion and according to the information and
 explanation given to us, there are no funds raised on a short-term
 basis, which have been used for long - term investments.
 
 18) During the year the company has not made any preferential allotment
 of shares to parties or companies covered in the register maintained
 under section 301 of the Companies Act, 1956. According, clause
 4(xviii) of the Order is not applicable.
 
 19) The Company has not issued any debentures. According, clause 4(xix)
 of the Order is not applicable.
 
 20) During the year Company has not raised any money by public issued
 during the year. According, clause 4(xx) of the Order is not
 applicable.
 
 21) During the course of our examination of the books of account
 carried out in accordance with the generally accepted * auditing
 practices in India, and according to the information and explanation
 given to us, we have neither come across any instance of fraud on or by
 the Company, noticed or reported during the year, not have we been
 informed of such case by the management.
 
                                             For AJAY SHOBHA a CO.
 
                                            Chartered Accountants
 
                                                      (AJAY GUPTA)
 
 Place: Dadra                                             Partner
 
 Date:-27th August, 2012                             M. No.053071