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

FINANCIAL RESULTS

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

                                                         (Rs. In Lakhs)

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

Sales and Other Income                       5519.85           5352.42

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

Less: Depreciation                            205.48            202.42

Interest/ Finance Charges                    1136.48            578.14

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

Less: Provision for Taxation
(Earlier Year)                                   NIL               NIL

Deferred Tax                                  912.47               NIL

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

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

Amount available for appropriation               NIL               NIL

Balance carried to Balance Sheet          (18754.44)        (16491.18)

company's performance

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

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

consolidated financial statement

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

DIVIDEND

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

EXTRACT OF ANNuAL RETuRN

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

MEETINGS

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

management's discussion and analysis

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

PARTICULARS OF RELATED PARTY TRANSACTIONS

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

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

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

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

CORPORATE GOVERNANCE

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

SUBSIDIARIES AND ASSOCIATES

Todays Stationary Mart LimITed

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

Todays Infrastructure and Construction LimITed

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

Todays Petrotech LimITed

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

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

Todays Fluid Technologies LimITed

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

RISK Management pOLICY

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

Market risk

Financial Risk

Exchange Risk

Macro and micro economic risk

PolITical risk especially in export markets

Risk due to civil and milITary disturbances and natural calamITies.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

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

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

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

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

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

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

evaluation of the board and of the directors

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

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

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

REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

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

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

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

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

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

DEPOSITS

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

INTERNAL FINANCIAL CONTROLS

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

statutory audIT&audITors

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

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

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

SECRETARIAL AuDIT

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

audIT commITtee

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

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

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

Statutory AudITor

Going Concern

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

Confirmation of Balances

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

Provision of interest

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

Accounting of Employee benefITs and GratuITy

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

Regular deposIT of statutory dues

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

Reply to the "Observations" of the Secretarial audIT report

Secretarial AudITor (SA)

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

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

Filing of form DpT-4

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

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

whistle blower policy/ vigil mechanism

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

prevention of sexual harassment at workplace

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

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

A. Conservation of Energy:

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

B. Technology Absorption:

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

ExpendITure incurred on research and development.

C. Foreign Exchange Earnings and Outgo:

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

acknowledgement

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

                           For and on behalf of the Board of Directors,

                                                   rajesh kumar drolia
07th August, 2015                                             CHAIRMAN
Mumbai