Management's responsibilITy for the financial statement.

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act') wITh respect to the preparation of these standalone financial statements that give a true and fair view of the financial posITion, financial performance and cash flow of the Company in accordance wITh accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read wITh Rule 7 of the Companies (Accounts) Rules, 2014. This responsibilITy also includes maintenance of adequate accounting records in accordance wITh the provision of the Act for safeguarding of the assets of the Company and for preventing and detection frauds and other irregularITies; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 have taken into account the provisions of the Act, the accounting and audITing standards and matters which are required to be included in the audIT report under the provisions of the Act and the Rules made thereunder. We conducted our audIT in accordance wITh the Standards on AudITing, issued by the InstITute of Chartered Accountants of India, as specified under section 143(10) of the act, 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, 2015

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

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. Based on the factors the management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31, 2015.

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 earlier CDR scheme and not as per the sanction terms of the banks & financial instITution even though the CDR scheme sanction of consortium Banks has been cancelled.

d) Retirement benefITs of employees in respect of GratuITy and leave encashment are accounted for on payment basis which is not in conformITy wITh Accounting Standard (AS) 15 (Revised 2005) on Employee BenefITs which requires that GratuITy be accounted for on accrual basis.

Our opinion is not qualified in respect of these matters.

Report on other legal and regulatory requirements.

1) As required by the Companies (AudITor's Report) Order, 2015 ("the order") issued by the Central Government of India in terms of sub-section (11) f section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

2) As required by section 143(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, the statement of ProfIT and loss and the cash flow statement dealt wITh the by this report are in agreement wITh the books of account.

d) In our opinion, the aforesaid standalone financial statements comply wITh the Accounting Standards specified under section 133 of the Act, read wITh Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of wrITten representations received from the directors as on 31st March 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015, from being appointed as a director in terms of section 164(2) of the Act.

f) WITh respect to the other matters included in the AudITor's Report and to our best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending lITigations on ITs financial posITion in ITs financial statements - Refer Note 28 to the financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 1 of the section on "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Todays WrITing Instruments Ltd on the financial statements as and for the year ended March 31, 2015.

i. (a) The Company is maintaining 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 size of the Company and the nature of ITs assets. Pursuant to the programme, the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

ii. (a) The inventory including stocks wITh certain third parties has been physically verified by the Management during the year, in respect of inventory lying wITh third parties, these have substantially been confirmed by them, in our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures 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 book records were not material.

iii. (a) The Company has not granted any loan during the year.

(b) A Sum of Rs. 1056.00 lacs has been granted to ITs 4 subsidiaries as advance in earlier years, which are interest free. This along wITh advances of Rs. 13.09 lacs made during the year is outstanding at the year end ( Maximum outstanding during the year Rs. 1068.02 lacs). Rs. 1.07 lacs amount have been received back during the year.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate wITh the size of the Company and the nature of ITs business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neITher come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposITs from the public wIThin the meaning of sections 73 and 74 of the Act and the rules framed there under to the extent notified.

vi. The maintenance of cost records has not been applicable to the Company as specified under sub- section (1) of the section 148 of the Act.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is not regular in deposITing the undisputed statutory dues, including provident fund, Income tax, wealth tax, service tax, sales tax, excise duty, value added tax, Cess and other material statutory dues, as applicable, wITh the appropriate authorITies. We have notice serious delays in case of Provident Fund amounting to Rs. 43.38 lacs,Income tax amounting to Rs. 837.72 lacs, TDS amounting to Rs, 12.46 lacs and Service tax amounting to Rs. 2.42 lacs.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of Income Tax and Sales Tax, as at 31 st March 2015 which have not been deposITed on account of dispute, are as follows:

Name of the statute           Nature of dues        Year

Income Tax Act 1961           Assessed Dues       2007-2008

Income Tax Act 1961           Assessed Dues       2008-2009

Maharashtra VAT Act, 2002 Assessed Dues 2007-2008

Maharashtra VAT Act, 2002 Assessed Dues 2008-2009

Name of the statute             Amount       Forum where the dispute is
                            (Rs.in Lakhs)              pending

Income Tax Act 1961              279.33      I. T. A. T. Kolkata

Income Tax Act 1961              753.50      I. T. A. T. Kolkata

Maharashtra VAT Act, 2002 706.75 Sales Tax Tribunal, Mumbai

Maharashtra VAT Act, 2002 704.31 Sales Tax Tribunal, Mumbai

According to the information and explanation given to us and the records of the Company examined by us, there are no dues of wealth-tax, Sales Tax, VAT and service tax which have not been deposITed on account of any dispute.

(c) The amount required to be transferred to investor Education and Protection Fund has been transferred wIThin the stipulated time in accordance wITh the provisions of the Companies Act, 1956 and the rule made there under.

viii. The Company has accumulated losses as at the end of the financial year and IT has incurred cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. Based on our audIT procedures and the information and explanations given by management, the Company has defaulted in repayment of dues to banks.

x. According to the information and explanation given to us and the records examined by us, the Company has given corporate guarantee amounting to Rs. 3050.00 lakhs to ICICI Bank Ltd for loans taken by Today's Petrotech Ltd, a subsidiary of the company. The terms and condITion whereof are prima facie not prejudicial to the interest of the Company.

xi. According to the In our opinion, the Company has not availed any term loan during the year and according to the information and explanations given to us, the term loans availed on earlier years were applied, on an overall basis, for the purposes for which they were obtained.

xii. During the course of our examination of the books and records of the Company, carried out in accordance wITh the generally accepted audITing practices in India, and according to the information and explanations given to us, we have neITher come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

                                                  For AJAY SHOBHA & CO.
                                                 Chartered Accountants
                                        (Firm Registration No: 317031E)

                                                           (AJAY GUPTA)
Place: Mumbai                                                  Partner
Date:- 30th May, 2015                                     M. No.053071