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SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS Term Description “Today’s “ or “the Company” or “our Company” or “Today’s Writing Products Limited” or “TWPL” or “we” or “us” and “our”

Today’s Writing Products Limited, a public limited company incorporated under the Companies Act, 1956.

“our Group” or “our Companies” or “Group Companies”

Unless the context otherwise requires, refers to our Company on a consolidated basis and / or promoter group companies i.e M/s Jai Durga Engineering Company; M/s Premium Writing Products and Millenium Writing Products Private Limited.

CONVENTIONAL/ GENERAL TERMS Act The Companies Act, 1956 Companies Act

The Companies Act, 1956, as amended from time to time

Depositories Act

The Depositories Act, 1996, as amended from time to time

Depository A Depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996 as amended from time to time

Depository Participant

A depository participant as defined under the Depositories Act

Directors The Directors of our Company, unless the context otherwise requires.

Equity Shares The equity shares of face value of Rs.10/- each of our Company.

Equity Shareholders

Persons holding Equity Shares of our Company unless otherwise specified in the context thereof

Face Value

Value of paid up equity capital per Equity Share, in this case being Rs. 10/- each

Financial Year /fiscal year/ FY/ fiscal Period of twelve months ended March 31 of that particular year, unless otherwise stated

Government/ GOI The Government of India Indian National

A citizen of India as defined under the Indian Citizenship Act, 1955, who is not an NRI (as defined under the Foreign Exchange Management (Deposit) Regulations, 2000)

IT Act The Income Tax Act, 1961, as amended from time to time.

Lac/Lakhs

One tenth of a Million, i.e 10 Lakhs is equivalent of a million.

NRI/ Non Resident Indian A person resident outside India, as defined under FEMA and who is a citizen of India or a Person of Indian origin under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000

Overseas Corporate Body

A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs, including overseas trusts in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly as defined under Foreign Exchange Management (Deposit) Regulations, 2000. OCBs are not allowed to invest in this Issue.

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Person/Persons

Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, or trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires

PIO/ Person of Indian Origin

Shall have the same meaning as is ascribed to such term in the Foreign Exchange Management (Investment in Firm or Proprietary Concern in India) Regulations, 2000

Reserve Bank of India Act/ RBI Act

The Reserve Bank of India Act, 1934, as amended from time to time

RoC

The Registrar of Companies, Gujarat, Ahmedabad

SCRR

Securities Contracts (Regulation) Rules, 1957, as amended from time to time

SEBI Act Securities and Exchange Board of India Act, 1992 as amended from time to time.

SEBI Guidelines Means the extant Guidelines for Disclosure and Investor Protection issued by Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended), called SEBI (DIP) Guidelines, 2000.

SEBI Takeover Regulations/SAST

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time

SICA

Sick Industrial Companies (Special Provisions) Act, 1995

ISSUE RELATED TERMS Designated Stock Exchange Bombay Stock Exchange Ltd. Eligible Employees

Permanent employees of TWPL and its directors who are Indian Nationals based in India and are present in India on the date of submission of the Application Form.

Existing Shareholders Existing Shareholders of TWPL as on [•] (Record Date i.e. date fixed for the purpose of determining the eligible shareholders) who are holding shares worth upto Rs. 50,000/- determined on the basis of the closing price as on the previous day

Issue The fresh issue of 50,00,000 Equity Shares of Rs.10/- each fully paid up at the Issue Price determined by our Company in terms of this Prospectus.

Issue Management Team The team managing this Issue as set out in the section titled “General Information” in this Prospectus.

Issue Price The final price at which Equity Shares will be issued and allotted in term of this Prospectus. The Issue Price will be decided by our company in consultation with the Lead Managers

Price Band Being the price band of a minimum price (Floor Price) of Rs. 70/- and the maximum price (Cap Price) of Rs. 84/-.

Promoters Mr. Rajesh Kumar Drolia and Mrs. Anita Drolia Prospectus The Prospectus, filed with the RoC containing, inter alia, this Issue Price,

the number of Equity Shares offered through this Issue and certain other information.

Registrar /Registrar to this Issue Intime Spectrum Registry Limited as indicated on the cover page of this Prospectus.

Retail Individual Investors (RII) Means an investor who applies for securities for a value of not more than Rs. 1,00,000/-.

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COMPANY/INDUSTRY-RELATED TERMS Term Description Auditors M/s Ajay Shobha & Co. and M/s Chaturvedi Sohan & Co. Articles/ Articles of Association The Articles of Association of Today’s Writing Products

Limited Board/ Board of Directors Board of Directors of Today’s Writing Products Limited

unless otherwise specified. CBDT Central Board of Direct Taxes CBEC Central Board of Excise and Customs CCL Cash Credit Limit Director(s)

Director(s) of Today’s Writing Products Limited, unless otherwise specified

EPCG Export Promotion Capital Goods EOU Export Oriented Unit EU European Union EXIM Export Import FMCG Fast Moving Consumer Goods G.M. General Manager HDFC Housing Development Finance Corporation Limited ICICI Industrial Credit and Investment Corporation of India KVA Kilo Volts Ampere MonAmi/MA MonAmi Company Limited Memorandum/ Memorandum of Association The Memorandum of Association Today’s Writing

Products Limited OEM Original Equipment Manufacturer OHNS Oil-Hardened Non Shrinking Steel OD Overdraft O/S Outstanding Q.C. Quality Control R&D Research and Development SLC Standby Line of Credit SSI Small Scale Industry US/USA United States of America USB Universal Serial Bus U.T Union Territory VAT Value Added Tax

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ABBREVIATIONS Abbreviation Full Form AGM Annual General Meeting. AS Accounting Standards issued by the Institute of Chartered Accountants of India. ASE The Stock Exchange, Ahemdabad BSE Bombay Stock Exchange Limited. CAGR Compounded Annual Growth Rate. CDSL Central Depository Services (India) Limited. CSE Calcutta Stock Exchange Association Limited. DGFT Directorate General of Foreign Trade. DP Depository Participant. DSE Delhi Stock Exchange Association Limited. EGM Extra Ordinary General Meeting of the shareholders. EPS Earnings Per Equity Share. FCNR Account Foreign Currency Non Resident Account.

FEMA Foreign Exchange Management Act, 1999, as amended from time to time and the regulations issued thereunder.

FII Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in India. FIIs are not permitted to participate in this Issue.

FIs Financial Institutions.

FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital Investor) Regulations, 2000. FVCIs are not permitted to participate in this Issue.

GIR Number General Index Registry Number. GoI/ Government Government of India. HUF Hindu Undivided Family. I. T. Act The Income Tax Act, 1961, as amended from time to time. I. T. Rules The Income Tax Rules, 1962, as amended from time to time, except as stated

otherwise. NAV Net Asset Value. NRE Account Non Resident External Account. NRO Account Non Resident Ordinary Account. NSDL National Securities Depository Limited. NSE National Stock Exchange of India Limited. P/E Ratio Price/Earnings Ratio. PAN Permanent Account Number. RBI The Reserve Bank of India. RBI Act The Reserve Bank of India Act, 1934, as amended from time to time. RoNW Return on Net Worth. Rs./ Rupees Indian Rupees, the legal currency of the Republic of India. USD/ $/ US$ The United States Dollar, the legal currency of the United States of America. VSE Vadodara Stock Exchange

Notwithstanding the foregoing, in the chapter titled “Main Provisions of the Articles of Association of our company on page 136 of this Draft Prospectus, defined terms have the meaning given to such terms in the Articles of Association of our company.

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CERTAIN CONVENTIONS; USE OF MARKET DATA In this Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and the word “Lakh” or “Lac” means “one hundred thousand” and the word “million” means “ten lakh” and the word “Crore” means “ten million”. In this Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding-off. Throughout this Prospectus, all figures have been expressed in Lakhs or Crores. Unless otherwise stated all references to “India” contained in this Prospectus are to the Republic of India. For additional definitions used in this Prospectus, see the section “Definitions and Abbreviations” on page iii of this Prospectus. In the section entitled “Main Provisions of Articles of Association” commencing on page 136 of this Prospectus, defined terms have the meaning given to such terms in the Articles of Association of our company. Industry data used throughout this Prospectus has been obtained from industry publications and other authenticated published data. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe industry data used in this Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports, while believed by us to be reliable, have not been verified by any independent sources.

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FORWARD-LOOKING STATEMENTS In this Prospectus, the terms “we”, “us”, “our Company”, “the Company” or “Today’s ” or “TWPL” unless the context otherwise implies, refers to Today’s Writing Products Limited. We have included statements in this Prospectus which contain words or phrases such as “will”, “may”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Such forward looking statements include statements that describe our company’s objectives, plans or goals and other statements that are not matters of historical facts. All forward looking statements are subject to risks, uncertainties and assumption that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, among others:

• General economic and business conditions in India and other countries ; • Our ability to successfully implement our strategy, growth and expansion plans and technological

initiatives ; • Changes in laws and regulations that apply to writing instruments industry, including laws that

impact our ability to enforce our collateral ; • Changes in political and social conditions in India; • Changes in the foreign exchange control regulations in India. • Our ability to respond to technological changes; • The loss of our key employees and staff; • Our ability to successfully launch the new products; • Any adverse outcome in the legal proceedings in which our Company is involved; • The loss or shutdown of operations of our Company at any time due to strike or labour unrest. • Changes in the value of the Rupee and other currencies; • Potential mergers, acquisitions or restructurings and increased competition; • Changes in our pricing policies or those of our competitors; • Our ability to retain our clients and acquire new clients; • Other factors beyond our control.

For further discussion of factors that could cause our actual results to differ, see the section entitled “Risk Factors” beginning on page ix of this Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither we, our Directors, the Lead Managers, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company, the Lead Managers will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges.

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SECTION II – RISK FACTORS RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all of the information in this Draft Prospectus, including the risks and uncertainties described below, before making an investment in our Company’s Equity Shares. If any of the following risks occur, our business, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment. Unless specified or quantified in the relevant risk factors below, the financial or other implications of any of the risks described in this section cannot be quantified. A. SPECIFIC TO THE PROJECT Only our EOU project is appraised by the Bank. The other ‘Objects of the Issue’ for which the funds are being raised has not been appraised by any Bank or Financial Institution ICICI Bank has appraised our EOU project and sanctioned USD 3 million term loan for the same. Other objects of the Issue for which the funds are being raised such as the stationery project, general corporate purposes have not been appraised by any Bank or Financial Institution. In the absence of any such independent appraisal, the requirement of funds raised through this Issue as stated in the section titled “Objects of the Issue” are based on our estimates and deployment of these funds is at the discretion of our management and Board of Directors. We have not placed orders for the plant and machinery, equipments etc. to be purchased from the proceeds of the Issue. We have received quotations from various suppliers. However, we are yet to negotiate and place orders for the plant and machinery, equipments; and, the actual price may differ at the time of placing of the order. Further, any delay in placing orders or procurement of such plant and machinery etc. may delay implementation of the Expansion Project. Such delays may also lead to increase in prices of these equipments further affecting our cost estimates of the Expansion Project. Also, the cost of imported machinery may differ due to any fluctuation in the exchange rate. Our proposed manufacturing facility is being setup as a 100% EOU which will have certain tax benefits, which may not be available in the future. We are setting up a factory to manufacture 20 lakhs pens per day as a 100% EOU, which qualify for Income Tax benefit U/S 10 B of the Income Tax Act, 1961, which may not be available after April 01, 2009. The loss or unavailability of these benefits in future would increase our income tax obligations and have a material adverse effect on our after tax profits and cash flow. Delay or Non-receipt of regulatory approvals may delay the Expansion Project We are required to obtain licenses/permissions/consents for the Expansion Projects for the 100% EOU and Stationery Project, for which we have made applications. In regards to the expansion project we have only received approval for setting up an EOU unit. Certain other regulatory approvals for setting-up the EOU project are pending. However, any delay in receipt of such approvals may adversely affect our business.

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Our inability to deliver as per our business plan could have an adverse impact on our results from operations Our growth plans are considerable and would put significant demands on our management team and other resources. Any delay by the developers in handing over the possession of land to us may lead to delays in our opening of stores could impact our roll out schedules and cause cost and time over runs. Rising real estate costs and acquisition, construction and development costs could also inhibit our ability to grow. Also, overseas demand for writing instruments produced by our proposed EOU unit may not grow at the rate anticipated by our Company. In addition, our expansion in new and existing markets may present distribution and merchandising challenges that differ from those in our current operations. These factors could cause diversion of management attention from the expansion plans leading to delays and cost overruns. We may require additional capital resources to achieve our expansion plans The rate of our expansion will depend to an extent on the availability of adequate debt and equity capital. Our cash flow requirements will be based on cash flows generated by our business. Further, the actual expenditure incurred on our ongoing projects may be higher than current estimates owing to but not limited to, implementation delays, cost over runs or adverse market developments, which may require us to source external capital resources. Some sources of funds available include commercial borrowings, vendor financing and issuing of equity or debt instruments. Increased debt financing would result in higher outflow of interest payments and we may be subject to additional covenants, limiting our ability to access the cash generated from the business. Any equity financing would result in your shareholding in our company getting diluted. B. INTERNAL TO OUR COMPANY Our Company is involved legal proceedings pending as mentioned below Our Company is involved in certain legal proceedings and claims in relation to certain civil, criminal and taxation matters. These legal proceedings are pending at different levels of adjudication before various courts and tribunals. Should any new developments arise, such as a change in Indian law or rulings against us by trial or appellate courts or tribunals, we may need to make provisions in our financial statements, which could increase our expenses and our current liabilities. We can give no assurance that these legal proceedings will be decided in our favour. Any adverse decision may have a significant effect on our business and results of operations. A classification of the legal proceedings instituted by and against our Company and the monetary amount involved in these cases is given in the following table:

Type of litigation Total no of pending cases against the Company

Remarks and amount involved (Rs. in lakhs)

Summary Suit 1 Rs. 12.39 Income Tax 2 Rs. 579.55

Rs. 339.82 For more information regarding litigation, please refer to the section titled “Outstanding Litigation and Defaults” beginning on page 107 the Draft Prospectus. Trading Suspension and Sebi Inquiry Suspension of Trading BSE issued a show cause notice to the Company on October 10, 2003 for non-compliance of the listing agreement whereby application for listing of 15,60,000 equity shares of Rs. 10/- each allotted to MonAmi Company Limited was not made; information regarding foreign and NRI shareholding and list of shareholders holding above 1% in the Company was not submitted for the period from March 2001-September 2002; also, information to BSE regarding the merger of Today’s Writing Instruments Limited with the Company was not duly intimated. The Company also failed to make disclosures under Reg 6(2), Reg

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8(3) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 for the years 1998, 1999 and 2002 and failed to dispose the pending investor complaints and also failed to appoint compliance officer and registrar and transfer agent. BSE further issued a letter dated December 4, 2003 demanding information regarding outcome and date of the Board meeting in which proposal for the same merger was approved, information with regards to Mrs Anita Drolia and Mr. Sanjay Mishra trading in equity shares of the Company during the period between July 31, 2000 and October 31, 2000, prior to informing the stock exchanges in respect of the approval obtained from the Court to the merger of TWIL with the Company. Subsequent to the hearing, BSE vide notice no 20040204-20 dated 4th February, 2004 suspended members from trading in the equity shares of Today’s Writing Products Limited (Scrip Code 531830) for a period of seven days from Tuesday, 10th February, 2004 for non compliance of clauses of Listing Agreement. The trading was allowed to be resumed from Tuesday, 17th February, 2004. For further information on Suspension of Trading of shares of the Company by BSE, refer “Outstanding Litigation.” Page 107 of the Draft Prospectus. Inquiry against our Promoter Mrs Anita Drolia and Compliance Officer Mr. Sanjay Mishra by the Adjudicating Officer of SEBI.

A show cause notice dated March 23, 2004 was issued against our Promoter, Mrs. Anita Drolia and our compliance officer, Mr. Sanjay Mishra under Section 15G of the SEBI Act, 1992, Reg. 4 of the Securities and Exchange Board of India (Insider Trading) Regulations, 1992 by the Adjudicating Officer of SEBI on the grounds that the they were aware of the merger of the Company with Today’s Writing Instruments Private Limited (TWIL) and various developments in this regard. Hence a monetary penalty was sought to be imposed on Mrs. Anita Drolia and Mr. Sanjay Mishra. It was apprehended that in the intervening period during July 31, 2000 and November 20, 2000, they acted on unpublished price sensitive information of the merger and in the course of the same acquired gains of approximately Rs. 9,55,000/- and Rs. 3,04,000/- by those transactions respectively. Mrs. Anita Drolia and Mr. Sanjay Mishra in their respective replies dated May 2, 2004 stated that the information of merger was already public in view of the newspaper advertisement, notice to the stock exchanges, on-going Court proceedings in respect of the merger and shareholder’s meeting for approval on the same when they traded in the shares of the Company and thus the same information was not price sensitive or unpublished. After hearing Mrs. Anita Drolia and Mr. Sanjay Mishra, the Adjudicating Officer passed orders on September 30, 2004, wherein no penalty was levied by SEBI and the matter against Mrs. Drolia and Mr. Sanjay Mishra was disposed off. Investigation against our promoter Mrs Anita Drolia and our compliance officer Mr. Sanjay Mishra by the Investigation Department of SEBI On the same matter as mentioned above, another Show cause notice was issued by the Investigation Department of SEBI on November 20, 2003 to our Promoter, Mrs. Anita Drolia and our compliance officer, Mr. Sanjay Mishra u/s 11 and 11B of the SEBI Act, 1992, Reg. 11 of SEBI (Prohibition of Insider Trading) Regulations, 1992. In relation to the same our promoter, Mrs. Anita Drolia and Compliance Officer, Mr. Sanjay Mishra in their respective replies dated January 21, 2004 stated that the information of merger was already public in view of the newspaper advertisement, notice to the stock exchanges, on-going Court proceedings in respect of the merger and shareholder’s meeting for approval on the same when they traded in the shares of the Company and thus the same information was not price sensitive or unpublished. After several adjournments for hearing, the Company appeared before the Investigation Department on January 2, 2006. The matter is pending for orders. Our business is dependent on our manufacturing facilities. The loss of or shutdown of operations at any of our manufacturing facilities may have a material adverse effect on our business, financial condition and results of operations.

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Our principal manufacturing facilities at Dadra & Nagar Haveli are subject to operating risks, such as the breakdown or failure of equipment, power supply or processes, performance below expected levels of output or efficiency, obsolescence, labour disputes, strikes, lock-outs continued availability of services of our external contractors, earthquakes and other natural disasters, industrial accidents and the need to comply with the directives of relevant government authorities. The occurrence of any of these risks could significantly affect our operating results. We carry out planned shutdowns of our plants for maintenance. Although we take precautions to minimize the risk of any significant operational problems at our facilities, our business, financial condition and results of operations may be adversely affected by any disruption of operations at our facilities, including due to any of the factors mentioned above. Outsourcing of jobs in the existing facilities Out of 15 lakhs pens per day, our company manufactures 9.5 lakhs pens per day in-house and outsources 5.5 lakhs pens per day through exclusive manufacturing contracts with our group companies- M/s Millennium Writing Products Private Limited and M/s Premium Writing Products. To the extent works are outsourced, we are dependent on job workers and any delay/failure on their part may adversely affect our operations and turnaround time/delivery schedule. Further, any failure on our part to ensure quality from job workers may adversely affect our reputation and business.

Any rise in the price of raw materials and packaging consumed by us may adversely affect our profitability. Our principal raw materials comprises of plastic granules, tips, inks, stamping foils, springs and packing material. Any increase in the prices of the major raw materials or packaging materials would adversely impact the business of our company. We are dependent on few suppliers for our raw material. We depend on a few suppliers for our raw material especially plastic granules, tips and inks which are our main raw material input. Any delay in availability of required raw material or any other item of production in appropriate quantity and right quality at the right time may lead to cancellation of orders. Further any delays or non conformance to quality requirements by our suppliers can impact our ability to meet our customer’s requirements and thus impact our business continuity in the long term. We are dependent on our distribution network in India and overseas to market our products. We distribute our pen products through 57 super distributors, 1,440 dealers and 4.40 lakhs retailers in India. We will also be dependent on MonAmi’s international distribution network of over 330 distributors in 140 countries to market our pens, which will be manufactured at our new 100% EOU. Any non-performance by our dealers, distributors, MonAmi and other sales channels may affect our turnvover and profitability. Competition Risk In an unorganized market, we face competition risk from smaller players with a business model revolving around copying designs as opposed to genuine design development. Price Decline Risk We belong to a segment, which primarily caters to price-conscious consumers. The entry of new players may impact our sales in the short-term, resulting in a decline of our market share.. Promotion-dependence Risk Being an industry cluttered with large number of players, the role of advertising and promotion become crucial. As the segment is governed by small and medium enterprises, the risk of promotion-dependant products could lead to an increase in expenditure, not commensurate with an increase in revenues.

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The value of our brand, and our sales, could be diminished if we are associated with negative publicity. Our business is dependent on the trust our customers have in the quality of our merchandise. Any negative publicity regarding our company, brands, or products, including those arising from a drop in quality of merchandise from our vendors, mishaps at our store sites, or any other unforeseen events could adversely affect our reputation and our results from operations. Our success depends upon our ability to manage our growth of business Our Company has experienced rapid growth in our business in past few years. However, such growth will create pressure on our management and other resources. Any inability on our part to address the challenges associated with expansion such as ours may adversely affect our prospects of our Company. Further, any inability on our part to generate orders for the expanded capacities may adversely affect our growth prospects. Changes in technology may impact our business by making our plants less competitive Advancement in technology may require us to make additional capital expenditure for upgrading our manufacturing facilities or may make our competitors plants more competitive. If we are not able to respond to such technological advancement well in time, we may loose our competitiveness. Our success depends largely on our senior management and our ability to attract and retain our key personnel. Our success depends on the continued services and performance of the members of our management team and other key employees. Competition for senior management in the industry is intense, and we may not be able to retain our existing senior management or attract and retain new senior management in the future. The loss of the services of our Promoters could seriously impair our ability to continue to manage and expand our business. Further, the loss of any other member of our senior management or other key personnel may adversely affect our business, results of operations and financial condition. We do not maintain ‘key man’ life insurance for our Promoters, senior members of our management team or other key personnel. We have a significant number of transactions with our Group Companies Our company manufactures 9.5 lakhs pens per day and outsources 5.5 lakhs pens per day from our group companies, M/s. Premium Writing Products and Millenium Writing Products Private Limited. M/s. Jai Durga Engineering Company, a Proprietary firm of our Promoter, Mr. Rajesh Drolia is in the business of manufacturing dies and moulds which are supplied exclusively to our Company. For more information on related party transaction, refer page no. 91 of this prospectus. As both our group companies and we are controlled by our promoter group, there can be no assurance that the transactions with our Group Companies will be entered into on an arm’s length basis. We may continue to be controlled by our Promoters and other principal shareholder following this Issue and our other shareholders may not be able to affect the outcome of shareholding voting. After the completion of the Issue, our Promoters will collectively hold approximately 33.94% of the outstanding Equity Shares. Consequently, our Promoters and other principal shareholders, if acting jointly, may exercise substantial control over us and inter alia may have the power to elect and remove a majority of our Directors and/or determine the outcome of proposals for corporate action requiring approval of our Board of Directors or shareholders, such as lending and investment policies, revenue budgets, capital expenditure, dividend policy and strategic acquisitions/joint ventures.

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Risk associated with contingent liabilities As on September 30, 2005, contingent liability is as follows:

Sr. No. Particulars Amount (Rs. in lakhs)

a) Contingent Liabilities Bill Acceptance - Letter of Credit to Bank 229.88 EPCG Scheme 69.90 Bank Guarantee 8.55 Income Tax Assessed Dues 938.88 Claims not acknowledged as debts 4.49

b) Capital contract 280.00 Total 1531.70

In the event such contingent liability materializes it may have an adverse affect on our financial performance. We are yet to receive renewal of certain statutory approvals required in the ordinary course of our business and if we are unable to obtain these approvals, our business could be adversely affected. Our company has been granted consent dated 18/06/2003 from Maharashtra Pollution Control Board to operate under Section 25 of the Water (Prevention & Control of Pollution) Act 1974, vide consent order no. PCC/DDD/WH/975/DR/WA/95-96/30. This consent is valid upto 31/12/2003. The Company has not as of date made any application for renewal of the same. Our Company has also made applications for 52 trademarks of various classes; for their every new product name; which are pending at some stage before the Trade Mark Registry. We have limited protection of our trademark “Today’s”. We have applied for our trademark “Today’s”which is still pending as of the date of the Draft Prospectus. Application may not be allowed or competitiors may challenge the validity or scope of this application or trademark if the application is approved. Any such change may impact our business and require us to incur additional costs. This may impact our business, financial condition and result operations. Delisting of equity shares from ASE, CSE, DSE and VSE. Our company has obtained the shareholders approval for the purpose of delisting of the equity shares from ASE, CSE, DSE and VSE in the AGM dated September 28, 2005. We have made delisting applications to these exchanges vide our letters dated December 29, 2005. However, we have are yet to receive the delisting approval from these exchanges. Shortfall in objects of the previous public issue Our Company issued 25,00,000 Equity Shares of Rs. 10/- each for cash at par aggregating to Rs. 250.00 lakhs to the public vide the prospectus dated April 04, 1996. The objects for such public issue were to enable our Company to expand facilities to manufacture pens, refills, crayons and other stationery items and to meet the working capital requirements. Our Company manufactured pens and refills only post issue and crayons and other stationery items were not manufactured by us. However the same was subsequently outsourced.

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EXTERNAL RISK FACTORS Manufacturing of pens and stationery items is reserved for SSI Sector The pens and stationery items manufacturing in India is reserved for the small-scale sector. Faced with quantitative restrictions on the investments in plant and machinery, the industry is facing difficulties in upgrading its machinery & technologies, which affects the scale of production. This in turn is the major hindrance in competing with international players in the global markets. Recently the government has enhanced the quantitative restriction in the investment in plant and machinery, which is a good for the industry although it is not sufficient for rapid growth of the industry. Small-scale sector regulations restricted development of technologically superior products and also restrict economies of scale in operations. We face significant competition from the existing companies and future entrants in the industry We conduct our business under a highly competitive environment. Competition is characterized by many factors, including assortment of pen products, advertising, price, quality, service, location, reputation and credit availability. Additionally, we may face competition from international players, if the Government of India allows foreign participation in this sector. Changing consumer preferences Writing instruments are consumer products are susceptible to consumer preference. Consumer preferences are highly fickle and can change with changes in fashion, technology, market conditions, product availability, raw materials and product mix. We are subject to adverse impact of economic and political conditions. Global economic and political factors that are beyond our control, influence forecasts and directly affect performance. These factors include interest rates and its impact on rates of economic growth, fiscal and monetary policies of governments, inflation, deflation, consumer credit availability, consumer debt levels, tax rates and policy, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, and other matters that influence consumer confidence, spending and tourism. Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude. The taxation system within the country still remains complex. Advancement in technology could impact the demand for writing products. The development of science and technology has lead to computerization to a large extent where emphasis is on the paperless office. The traditional letter writing has been replaced with emails and fax. The development of electronic-ink (E Ink), PDA (Personal Digital Assistant), Smart phone and Mobile Technology (SMS) will limit the use of writing products in future thereby affecting the demand for writing pens.

Terrorist attacks or acts of war may seriously harm our business Terrorist attacks may cause damage or disruption to our company, our employees, our facilities and our customers, which could impact our sales and results from operations. Any future terrorist attacks, the national and international responses to terrorist attacks, or other acts of war or hostility may cause greater uncertainty and cause our business to suffer in ways that we currently cannot predict. We are subject to risks arising from exchange rate fluctuation Uncertainties in the global financial markets may have an adverse impact on the exchange rate between Rupee vis-à-vis other currencies. The exchange rate between Rupee and other currencies is variable and may continue to remain volatile in future depending upon the foreign exchange reserve position of India. Fluctuations in the exchange rates may have a serious impact on the revenues from our export business. Any depreciation of Rupee against other currencies may have an adverse impact on the Project Cost, as we will be

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placing orders with overseas suppliers for buying equipments for the Expansion Project. Accordingly, any adverse fluctuation in the exchange rate between Rupee and other currencies may adversely affect our financial position and results of operation. Also exchange rate changes can impact our competitiveness, as we import our raw material components and finished goods from China, Korea, Japan, Taiwan and other countries. We may experience fluctuations in our stock price, which may affect the trading price of the equity shares issued in this Offering. The stock market in general and the market for shares of FMCG companies in particular, have from time to time experienced considerable price fluctuations. Often, these changes may have been unrelated to the operating performance of the affected companies. In addition, factors such as competition, new store openings, general regional and national economic conditions, bulk deal in our stocks, consumer trends and preferences, new product introductions and changes in our product mix, timing and effectiveness of promotional events and lack of new product introductions to spur growth in sales may have an adverse effect on the market price of our shares. A slowdown in economic growth in India could cause our business to suffer. The Indian economy has shown sustained growth over the last few years with gross domestic products (“GDP”) growing at 6.9% in fiscal 2005 and 8.5% in fiscal 2004. In its mid-term review of annual policy published on October 25, 2005, the RBI stated that its GDP growth forecast for fiscal 2006 is between 7.0% to 7.5% as a result of a pick-up in agricultural output and increased momentum in other sectors, and its inflation forecast for fiscal 2006 is between 5.0% to 5.5%. However, any slowdown in the Indian economy could reduce consumer/institutional spend and adversely affect our financial performance. Natural calamities could have a negative impact on the Global economy and cause our business to suffer. India and other countries of the world have experienced natural calamities such as earthquakes, tsunami, floods and drought in the past few years. The extent and severity of these natural disasters has an impact on the Global economy. Any negative impact of natural disasters on the Global economy could adversely affect our business and the market price of our Equity Shares. Insurance cover is unavailable for certain risks or may be inadequate. Our Company has covered itself against certain risks. Insurance cover may not have been taken or is generally not available for certain kind of risks. We believe our insurance coverage is consistent with the industry practice. To the extent that any uninsured risks materialize, our operating results and financial performance could be detrimentally affected. Notes to Risk Factors 1. Public Issue of 50,00,000 Equity Shares of Rs. 10 each in a price band of Rs.70/- to Rs. 84/- per

equity share for cash aggregating Rs.3,500 lakhs to Rs.4,200 lakhs. 2. The net worth of our Company, as per our financial statements as at September 30, 2005 is Rs.

5653.41 lakhs 3. The average cost of acquisition of Equity Shares by our Promoters are as follows:

Mr. Rajesh Drolia Rs. 1.23 Mrs. Anita Drolia Rs. 8.18

4. Book value of the Equity Shares of our company, as per our financial statements as at September 30,

2005, is Rs. 46.10 Equity Share.

xvii

5. For details on Related Party Transactions refer to the chapter titled "Related Party Transactions" on page 91 of this Draft Prospectus.

6. Investors are free to contact the Lead Managers for any complaints/ information/ clarification

pertaining to this Issue. For contact details of the Lead Managers, please refer to the cover page of this Draft Prospectus.

7. All information shall be made available by the Lead Managers and our company to the public and

investors at large and no selective or additional information would be available only to a section of the investors in any manner whatsoever.

8. Investors are advised to refer to the paragraph on “Basis of Issue Price” on page 30 of this Draft

Prospectus before making an investment in this Issue.

1

SECTION III: INTRODUCTION SUMMARY

This is only a summary and does not contain all the information that you should consider before

investing in our Equity Shares. You should read the entire Draft Prospectus, including the information contained in the chapters titled “Risk Factors” and “Financial Statements” and related notes

beginning on pages ix and 77 of this Draft Prospectus before deciding to invest in our Equity Shares.

INDUSTRY OVERVIEW There has been a need to document through the use of writing instruments since the dawn of mankind,. Pens and pencils continue to be the staples of everyday life and indispensable items for every day use. Writing instruments continue to play an integral part in the life of practically every business, school and household. The advent of computers and related technologies has yet to make writing instruments obsolete. In fact, the writing instrument industry embraces the evolution of technology by incorporating it into new products and using it to enhance business aspects and client services. The size of the writing instruments industry in India is estimated at about Rs. 1800 crores of which organized players account for 70% of the market share and the unorganized players for the rest. The industry grew by about 15% in 2004-05, largely driven by the growth of the organized sector, indicating that consumers are responding favorably to quality and branding. It is expected that growing promotion, easy availability and affordability, branded offtake will accelerate and help the organized sector eat into unorganized presence. India’s writing instruments industry is reserved for the small-scale sector with a statutory limit on the maximum investment in plant and machinery at Rs. 5.00 crores. As a result, critical pen components like refills are manufactured in-house, while all non-critical components are outsourced. Most Indian companies cater to the ‘value for money’ segment i.e. the high volume-low value strategy, while international players cater to the premium segment operating through exclusive distributors. Globally writing instrument industry is estimated at Rs. 50,000 crores p.a. China controls approximately 10% of the global markets while the Indian share had so far been miniscule. But given the superior quality perception that “Made in India” pens have over the Chinese, the buying preference of major retailers has been shifting to India COMPANY OVERVIEW Today’s Writing Products Limited (TWPL), incorporated in April 29, 1992 as Creative Stationo Products Pvt. Ltd and promoted by Mr. Rajesh K. Drolia, a first generation entrepreneur is one of the leading manufacturers of pens in India. Our company has changed its name to the present one in October 1995. Our company came out with its maiden public issue at par in April 1996, which was oversubscribed two and a half times. The subsequent years were spent in brand-building exercise hiring the endorsement services of celebrities from the Bollywood and cricketing world. Our company markets its products under the Today’s brand name both nationally and internationally. Our company’s product portfolio includes Ball pens, gel pens, roller pens, markers and highlighters. Our company owns two production facilities at Dadra both equipped with in-house tool room, design and moulding and quality control facilities. Today’s Writing Instruments Limited, a group company was amalgamated with TWPL effective from October 4, 2000 as a part of business synergy plan. We have entered into a strategic and equity partnership with MonAmi Co. Ltd., one of the leading pen makers of Korea. It has 330 distributors spread over 140 countries, which has helped Today’s increase its exports.

2

Today’s pens are always available at every price point between Rs. 2 and Rs.10. We were once the leaders at the Rs.10 price point. This was before gel ink pens started selling for Rs. 10. Three years ago, we formulated a strategy of becoming No. 1 or No. 2 at every price point i.e. Rs. 2, Rs. 3, Rs. 5, Rs. 6, Rs.7, Rs. 8 and Rs.10. The point at which we have the least resistance is the Rs. 2 and Rs.3 price points, where the unorganized sector operates. As a branded player at that price point the risk was non-existent. Our company was able to deploy its vast infrastructure to produce these high volume-low value goods to good effect. This enabled our company to gain a stranglehold of the market to enable us to expand into higher value pens’ market. Having established a good position at Rs.2, Rs.3 and Rs. 5, our company is now also refocusing on the Rs.10 price point. It’s a long-term strategy and at every price point there are different competitors and tactics are also different. Based on the above strategy, our average realisation per pen has grown from Rs. 1.60 per pen in FY 2004 to Rs. 2.02 per pen in FY 2005 and Rs. 2.60 per pen in first six months of FY 2006. We have also started sourcing premium quality metal pens from overseas and will market these products in the Indian market under the brand name ‘Wordsworth’. Innovation is an extremely important part of our company’s strategy and has been the fuel for growth. Our company is constantly looking for innovation in product design, production, promotion and advertising. The “Khusboowala pen with scented ink”, Thixo Fluid Ink Pen, that wrote like a gel pen and wrote as long as the longest writing pen”, “Climate Controlled Ink Pen, which was a proposition created out of existing ink property – remains stable between minus 25 degree Celsius and plus 50 degree Celsius and addressed the perceived problem of ink drying or/and ink leaking”, Liquid Express with low viscosity, free flowing ink to give stress free writing”, Stepny pen that had a spare refill in the body of the pen” are some of the innovative pens introduced by our company. TWPL’s R&D has mastered the art of making dies and designs of the pen, which gives us a significant advantage over our competitors, both in organized and unorganized segment. We have one of the largest distribution networks in our segment with 57 super distributors, 1,440 dealers and 4.40 lakhs retailers. Our existing manufacturing capacity is fully utilized. Out of 15 lakhs pens per day we manufacture 9.5 lakhs pens per day in house and outsource 5.5 lakhs pens per day through exclusive manufacturing contracts. We are embarking upon a major expansion plan in order to primarily focus on the export market. With strong demand our company plans to expand the production and outsourcing capacity to 35 lakhs pens a day. This additional capacity of 20 lakhs pens a day would be met by our export oriented unit, involving a project cost of Rs 5800.00 lakhs; Rs 3800.00 lakhs for fixed assets and Rs 2000.00 lakhs as working capital. We are in tax free zone enjoying benefits from Income Tax and now setting up 100% EOU shall make us more competitive globally and give our company an added advantage over its competitors. Further, we want to leverage on the phenomenal growth in Retail market. We want to be amongst the first few organized entities to offer an entire range of stationery items including Office Supplies, Children's stationery and of course Writing Products. KEY STRENGTHS OF OUR COMPANY

Brand Equity

The brand “ TODAY’S” is well known in the country through some very high profile advertising and marketing campaigns. Our company has a strong platform to extend the brand into other product categories within stationery. These products can be driven through its distribution network all over India and even abroad. The use of celebrities like Salman Khan, Preeti Jhangiani, Raima Sen, comedians Satish Kaushik and Johnny Lever, Hritik Roshan through an exclusive merchandising deal, and also the Mumbai Cricket Team (MCA) which included stars such as Sachin Tendulkar, Vinod Kambli, Ajit Agarkar, etc have all contributed to establish “TODAY’S” as one of the most visible brands in the writing instruments industry in India.

3

Competency of Promoters

The promoters of our company have over two decades of experience in the industry and have stayed consistently focused on manufacturing quality products at low cost and distributing the same through our extensive distribution network. With the introduction of MonAmi, as an equity investor and technical collaborator in 2002, an additional 4 decades of international pioneering experience in the writing instruments industry makes our company significantly stronger, competitive and a better designer of new products

Strategic and equity partner – MonAmi Co. Ltd. Korea

MonAmi, one of the largest companies in Korea in the pen and stationery segment. was set up in 1960, and has presence in the global market for the last 45 years. TWPL has a technical collaboration with MonAmi Co Ltd. MonAmi has manufacturing facilities in Korea, Thailand, Poland and China. and markets the entire range of pens (ball pen, gel pen, highlighter pens) and stationery items like crayons, color pencils, paper products and other stationery products in 140 countries across the globe. MonAmi has taken a 12.17% stake in Today’s at a price of Rs.27/- per share. Apart from the transfer of technology, we would be using MonAmi’s international distribution network of over 330 distributors in 140 countries to increase our exports by 20 lakhs pens per day, which will be manufactured at our new 100% EOU . Currently, both the companies are working out a proposal to use TWPL’s manufacturing base to manufacture MonAmi’s lower value pens and supply it all over the world. TWPL holds the full exclusive rights to market MonAmi Products in the Indian Sub-continent.

Designing and Mould Making

Our Company is one of its kind in the country having its own exclusive designing and mould making facilities. This enables our company to introduce new products at a much higher frequency at lower risk. Cost of a mould to our company is about 15-20% lower than what it costs the competitors. Our company, at any given point in time, has over 40 different product varieties in the market. We launch over 15 new pen designs every year in the market. Our company also enjoys a reputation in the market for bringing out a constant stream of innovative pen products.

Mass Manufacturing

Currently, our company’s production averages 9.50 Lakhs pens per day. However, demand is in excess of supply. Our company has outsourcing arrangements with contract manufacturers to add to this capacity upto 5.50 Lakhs pens per day. Additional outsourcing capacities are being developed both from India and overseas.

High Quality/ Low Cost

Due to our mass manufacturing and in-house mould making ability, our company is able to manufacture quality products at low prices while maintaining profit margins.

Domestic Distribution

Our strength lies in our huge distribution base in India, which reaches out to over 4,40,000 outlets plus an additional 200,000 outlets through its wholesale network. This extensive pipeline currently delivers only plastic ball pens and gel ink pens, which our company manufactures at its plants in Dadra and outsources from contract manufacturers. Our company has capability of building distribution networks in the country, which holds value for international brands, which have an intention of entering the Indian market.

4

Institutional Sales

We consistently sell 5% to 10% of our annual sales to companies like Hindustan Levers, Colgate Palmolive, Phillips, Warner Lambert, and several other pharmaceutical companies. We have a wide range of pen products. Hindustan Lever launched their Fair and Lovely Rs.5/- sachets along with a trade scheme that offered Today’s branded pens. The success they achieved prompted other brand managers in HLL to develop similar schemes. Today’s has supplied HLL over 250 Lakhs pens. The promotion market, still in its nascent stage in India with respect to plastic pens, promises to contribute in a huge way to our company’s turnover in the coming years. International promotion companies too have begun to source from our company in the recent past.

Brand Extension and Recall

To leverage on our existing distribution network and brand equity, we have started outsourcing stationery items like pencils, erasers, sharpeners, rulers and notebooks and sell them under our “Today’s” brand name. This has resulted in growth in our topline and bottomline in the current year.

5

FINANCIAL HIGHLIGHTS

TREND IN INCOME AND PAT (Rs. In Crores)

93.2

82.48

72.778.8580.55

7.53

5.32

2.38

4.76

6.24

0

10

20

30

40

50

60

70

80

90

100

2001 2002 2003 2004 2005

Years

INC

OM

E

0

1

2

3

4

5

6

7

8

PA

T

INCOME PAT

Segment wise Sales

Re.1-Rs.321%

Rs.3-Rs.518%

Rs.5-Rs.751%

Rs.7-Rs.102%

Rs.10 and above8%

05

1015202530354045

OWNED VIS-A VIS OWED FUNDS

Debt (Rs. In crores) 10.76 18.39 21.28 18.32 25.77

Networth (Rs. Incrores)

21 24.98 31.82 37.15 43.46

2001 2002 2003 2004 2005

DIVIDEND VIS-À-VIS PROFITS

0

1

2

3

4

5

6

7

8

2001 2002 2003 2004 2005

Years

PA

T &

DIV

IDE

ND

(Rs.

In c

rore

s)

0

5

10

15

20

25

DIV

IDE

ND

%

PAT

DIVIDEND

RATE OFDIVIDEND %

EPS

7.47

4.57

1.71

4.44

6.29

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

2001 2002 2003 2004 2005

EPS

BOOK VALUE

25.1 2429.1 31.1

36.3

05

10152025303540

2001 2002 2003 2004 2005

Rupees

6

THE ISSUE Type of Issue Type of

Instrument No. of equity shares

Face Value (Rs.)

Issue Price (Rs.)

Consideration

Public Issue Equity Shares 50,00,000 10/- Rs. 70/- Rs. 84/- Cash

ISSUE BREAK-UP Equity Shares offered

50,00,000 Equity Shares

Reserved for allotment to Employees/ Directors

2,50,000 Equity Shares

Reserved for allotment to NRI’s/FII’s

7,50,000 Equity Shares

Reserved for allotment to Banks/Mutual Funds/ Indian Financial Institution

12,50,000 Equity Shares

Reserved for allotment to the existing shareholders

5,00,000 Equity Shares

Net Issue to the public

22,50,000 Equity Shares

Equity shares outstanding prior to the Issue

1,28,13,300 Equity Shares

Equity shares outstanding after the issue

1,78,13,300 Equity Shares

Use of proceeds:

Please see section entitled “Objects of the Issue” on page no. 20 of this Prospectus Under-subscription, if any, in any of the above categories would be allowed to be met with spillover inter-se from any other categories, at the sole discretion of our company and Lead Managers. ISSUE PROGRAMME

OFFER OPENS ON [•] OFFER CLOSES ON [•]

7

GENERAL INFORMATION Registered Office of our company Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra 396 193, Dadra and Nagar Haveli (U.T.), India. Tel No.: +91- 0260-2668574; Fax No.: +91-0260-2668536 Website: www.todays-pens.com; E-mail : todays@todays-pens.com Contact Person: Mr. Sanjay Mishra, Compliance Officer Registration Number: 04-54-00041 of 1992-93. Our Company is registered with the Registrar of Companies, Gujarat situate at ROC Bhavan, Opposite Rupal Park, Near Ankur Bus Stop, Naranpura, Ahemdabad – 380 061. Board of Directors Our current Board of Directors consists of the following:

Nos. Name Designation 1. Mr. Rajesh Kumar Drolia Chairman & Managing Director 2. Mr. Arun Beswal Whole Time Director 3. Mr. Ronald Netto Non Executive Director 4. Mr. Mukesh Gupta Non Executive Director 5. Mr. Rahul Gupta Non Executive Director 6. Mr. Parag Sanghavi Non Executive Director

For further details of our Board of Directors, please refer to the chapter titled “Our Management” on page 64 of this Draft Prospectus. COMPANY SECRETARY Mr. Navin Choudhary Company Secretary 201, Hariom Chambers, B-16, New Link Road, Andheri(W), Mumbai 400 053. Tel No.: 91-22-56954900 Fax No.: 91-22-56954910 E-mail: pi@todays-pens.com COMPLIANCE OFFICER Mr. Sanjay Mishra Compliance Officer Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra 396 193, Dadra and Nagar Haveli (U.T.), India. Tel No.: +91- 0260-2668574; Fax No.: +91-0260-2668536 E-mail: todays@todays-pens.com

8

REGISTRAR TO THE ISSUE

INTIME SPECTRUM REGISTRY LIMITED C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup West, Mumbai – 400 078 Tel.: (022) 5555 5491 Fax: (022) 5555 5499 E-mail: twplfoo@intimespectrum.com Website: www.intimespectrum.com SEBI Regn. No.: INR 00003761 Contact Person: Mr. Vishwas Attavar Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc. LEAD MANAGER

307, Regent Chambers Nariman Point, Mumbai – 400 021 Tel : (022) 22025230, Fax: (022) 22835467 E-mail: mbd@keynoteindia.net Website: www.keynoteindia.net Contact Person: Ms. Kavita Nachnani

CO-LEAD MANAGER

CANARA BANK Merchant Banking Division, Varma Chambers, 11 Homji Street, Fort, Mumbai 400 001. Tel: (022) 22677405 Fax: (022) 22677404 Email: mbdcomcity@canbank.co.in Website:www.canbankindia.com Contact Person: Mr. P. Sitaram

LEGAL ADVISORS TO THE ISSUE M/s. Crawford Bayley & Co. State Bank Building, 4th floor N. G. N. Vaidya Marg Fort, Mumbai - 400 023 Tel.: +91 22 2266 3713 Fax: +91 22 2266 0355

E-mail: sanjay.asher@crawfordbayley.com

9

BANKERS TO THE ISSUE

To be appointed STATUTORY AUDITORS

M/s Ajay Shobha & Co. 5/4, Clive Row, 4th Floor, Room No. 116, Kolkata 700001. Tel. No.: +91 33 22210133 Fax No.: +91 33 22210133 Email: akg-asc@yahoo.com

M/s Chaturvedi Sohan & Co. 320, Tulsiani Chambers, Nariman Point, Mumbai 400 021. Tel. No.: +91 22 22815154 Fax No.: +91 22 22814871 Email: chaturvn@vsnl.com

BANKERS TO OUR COMPANY State Bank of India Commercial Branch, Dadar ( E ) Mumbai – 400 014 Tel : 2410 1893 / 94, 2411 8791/ 92/ 93 Fax : 2410 1891 ICICI Bank Ltd. Bandra Kurla Complex, Mumbai – 400 051 Tel : 2653 1414 Fax : 2653 1659 HDFC Bank Ltd. Kamala Mills Compound, 2nd Floor, Process House, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 Tel : 2498 8783, 2498 8484 Fax : 2496 3994 The Development Bank of Singapore Ltd. 3rd Floor, Fort House, Dr. D. N. Road, Mumbai – 400 001 Tel : 5638 8888 Fax : 5638 8898 Bank of Bahrain & Kuwait B. S. C. Jolly Maker Chambers – II Ground Floor, 225, Nariman Point, Mumbai – 400 021 Tel : 2282 3698 Fax : 2204 4458

10

Allahabad Bank Worli Branch, 216-A, Dr. Annie Besant Road, Worli, Mumbai – 400 030 Tel : 2493 0744 Fax : 2492 7798 Bank of Rajasthan Ltd. Vishal Apartment, Shopping Centre, Andheri Kurla Road, Andheri (W), Mumbai – 400 069 Tel : 2683 6617, 2683 9152 Fax : 2683 2872 Credit Rating As this is an Issue of Equity Shares there is no credit rating for this Issue. Trustees As this is an Issue of Equity Shares, the appointment of Trustees is not required. Underwriting Agreement The present Public Issue is not underwritten

11

INTER-SE ALLOCATION OF RESPONSIBILITY The responsibilities and co-ordination for various activities in this Issue to be carried out by the Lead Managers are given below: -

Sr. No.

Activity Responsibility Coordinator

A. i)

ii)

Capital Structuring with relative components and formalities such as composition of debt equity, type of instruments, etc. Structuring of the issue instrument

Keynote Corporate Services Limited

Keynote Corporate Services Limited

B. i)

ii)

Offer document – draft and design of offer document, due diligence and completion of formalities with Stock Exchange, SEBI and Registrar of Companies. Selection of Ad agencies, design of statutory advertisement and press releases

Keynote Corporate Services Limited

& Canara Bank

Keynote Corporate Services Limited

C. i)

Marketing of the Issue, which will cover, interalia formulating of marketing strategies, preparation of publicity budget, arrangement for Ad Media Centres of holding conferences of Brokers, Investors etc, and Bankers to the Issue.

Keynote Corporate Services Limited

& Canara Bank

Keynote Corporate Services Limited

D. Selection of various agencies connected with the issue such as Registrars to the Issue, Printers and Brokers.

Keynote Corporate Services Limited

& Canara Bank

Keynote Corporate Services Limited

E. Selection of Bankers to the Issue, collection centres

Keynote Corporate Services Limited

& Canara Bank

Keynote Corporate Services Limited

F. Follow up with Bankers to the issue on collections and advising the issuer about closure of the issue based on correct figures

Canara Bank

Canara Bank

G.

Post issue activities will involve submission of statutory reports, essential follow up steps including finalization of basis of allotment, listing of instrument and dispatch of certificates and refunds, coordination with various agencies connected with the work such as registrars to the issue, bankers to the issue and the bank handling the refund business. Even if many of these activities will be handled by other intermediaries, the designated Lead Manager shall be responsible for ensuring that these agencies fulfill their functions and enable to discharge this responsibility through suitable agreement with the issue company.

Canara Bank

Canara Bank

12

CAPITAL STRUCTURE The share capital of our Company as on the date of filing of this Draft Prospectus with SEBI is as set forth below. Particulars Nominal Value

(Rs.) Premium

(Rs.) Total Amount

(Rs.) A AUTHORISED

2,50,00,000 equity shares of Rs. 10/- each 25,00,00,000 - 25,00,00,000

B ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL 1,28,13,300 equity shares of Rs. 10/- each

12,81,33,000 8,80,76,760 21,62,09,760

C PRESENT PUBLIC ISSUE 50,00,000 equity shares of Rs. 10/- each being offered at a price of Rs. [•] per share aggregating to Rs. [•] Lakhs

5,00,00,000

[•] [•]

D Out of (C) above i. 2,50,000 equity shares of Rs. 10/- each being issued at a

price of Rs[•] per share aggregating to Rs. [•] lakhs are reserved for allotment to Employees/Directors on competitive basis (1)

ii. 7,50,000 equity shares of Rs. 10/- each being issued at a price of Rs. [•] per share aggregating to Rs. [•] lakhs are reserved for NRIs/FIIs on competitive basis.

iii. 12,50,000 equity shares of Rs. 10/- each being issued at a price of Rs. [•] per share aggregating to Rs. [•] lakhs are reserved for Banks, Mutual Funds & Indian Financial Institutions on competitive basis.

iv. 5,00,000 equity shares of Rs. 10/- each being issued at a price of Rs. [•] per share aggregating to Rs. [•] lakhs are reserved for allotment to the existing sharesholders on competitive basis

25,00,000

75,00,000

1,25,00,000

50,00,000

[•]

[•]

[•]

[•]

[•]

[•]

[•]

[•]

E NET OFFER TO PUBLIC 22,50,000 equity shares of Rs. 10/- each being offered at a price of Rs. [•] per share aggregating to Rs. [•] lakhs in terms of the Prospectus

2,25,00,000 [•] [•]

F TOTAL PAID UP CAPITAL AFTER THE PUBLIC ISSUE 1,78,13,300 equity shares of Rs. 10/- each

17,81,33,000 [•] [•]

G SHARE PREMIUM ACCOUNT Before the Public Issue(2) After the Public Issue

8,80,76,760

[•]

(1) The employee reservation of 2,50,000 equity shares reserved for allotment to employees/directors includes our promoter director.

(2) The increase in the Securities Premium Account as a result of the Issue will be completed only after the Issue Price is determined. Note: i. Undersubscribed portion in any reserved category may be added to any other reserved category ii. The unsubscribed portion, if any, after such inter se adjustments amongst the reserved category shall be added back

to the net offer to the public. iii. In case of undersubscription in the net offer to the public portion, spillover to the extent of undersubscription shall be

permitted from the reserved category to the net offer to the public.

13

iv. Changes in the authorized capital since inception are as follows: (Fig in Rs.)

Date of Resolution Authorized Capital increased from

Authorized capital increased to

29th April, 1992 Nil 10,000 equity shares of Rs. 100/- each aggregating to Rs. 10,00,000

29th September, 1995 10,000 equity shares of Rs. 100/- each aggregating to Rs. 10,00,000

68,50,000 equity shares of Rs. 10/- each aggregating to Rs. 6,85,00,000

27th September, 1999 68,50,000 equity shares of Rs. 10/- each aggregating to Rs. 6,85,00,000

1,50,00,000 equity shares of Rs. 10/- each aggregating to Rs. 15,00,00,000

28th September, 2005 1,50,00,000 equity shares of Rs. 10/- each aggregating to Rs. 15,00,00,000

2,50,00,000 equity shares of Rs. 10/- each aggregating to Rs. 25,00,00,000

Notes to the Capital Structure:

1. Details of present Equity Share Capital of our company are as follows:

Date of allotment

Face Value (Rs.)

Issue Price (Rs.)

No. of shares

Cumulative paid-up capital

Nature of allotment Consideration % of pre issue

capital

% of post issue

capital 19/04/1992 100.00* 100.00 20 2,000 Subscribers to the

Memorandum Cash 0.00 0.00

28/03/1994 100.00* 100.00 660** 68,000 Allotment to the promoters & promoter group

Cash 0.05 0.04

12/05/1995 100.00* 100.00 3850** 4,53,000 Allotment to the promoters & promoter group

Cash 0.30 0.22

10/08/1995 100.00* 100.00 40** 4,57,000 Allotment to the promoters & promoter group

Cash 0.00 0.00

15/11/1995 10.00 10.00 17,44,600 1,79,03,000 Allotment to the promoters & promoter group

Cash 13.62 9.79

14/05/1996 10.00 10.00 20,05,400 3,79,57,000 Allotment to the promoters & promoter group

Cash 15.65 11.26

07/06/1996 10.00 10.00 25,01,300 6,29,70,000 Public Issue Cash 19.52 14.04 12/10/2000 10.00 10.00 41,25,000 10,42,20,000 Scheme of Amalgamation Consideration

other than cash 32.19 23.16

25/11/2002 10.00 27.00 15,60,000 11,98,20,000 Preferential Allotment to MonAmi Co. Ltd. Korea

Cash 12.17 8.76

29/07/2005 10.00 82.90 8,44,400 12,82,64,000 Preferential Allotment to Bennett Coleman & Company Ltd.

Cash 6.59 4.74

30/11/2005 10.00 - (13,100) 12,81,33,000 Forfeiture of 13,100 partly paid shares (0.10) (0.07) TOTAL 1,28,13,300 100.00 71.93

* Equity shares of Rs. 100/- each were split into equity shares of Rs.10/- each vide the Board resolution dated August 19, 1995

**ROC receipts for Form s 2 of these allotments are not available.

14

2. Promoters holding and lock-in

Name of Promoter

Date of allotment &

fully paid up/purchases

No. of shares

Face value (Rs.)

Issue Price (Rs.)

Consideration Lock-in upto

Subscribtion to MoA 10 100.00 100.00

Cash

28/03/1994 500 100.00 100.00 Cash 12/05/1995 3,750 100.00 100.00 Cash 15/11/1995 1,20,000 10.00 10.00 Cash 14/05/1996 80,000 10.00 10.00 Cash

Mr. Rajesh Kumar Drolia

12/10/2000 24,47,500 10.00 0.36 Consideration other than cashTotal 26,90,100

NIL**

14/05/1996 45,500 10.00 10.00 Cash 26/08/1997 1,25,000 10.00 13.50 Cash 16/09/1997 43,100 10.00 12.15 Cash 10/09/1997 67,000 10.00 12.10 Cash

* 7,819 10.00 * Cash 08/04/2000 27,200 10.00 41.50 Cash 10/04/2000 5,000 10.00 40.50 Cash 11/04/2000 12,500 10.00 39.77 Cash 11/04/2000 10,000 10.00 42.92 Cash 12/04/2000 5,000 10.00 49.51 Cash 19/06/2000 10,000 10.00 41.24 Cash 14/08/2000 5,700 10.00 41.87 Cash 07/08/2000 7,600 10.00 31.63 Cash 14/08/2000 5,500 10.00 39.82 Cash 21/08/2000 4,100 10.00 56.20 Cash 28/08/2000 1,000 10.00 60.70 Cash 23/09/2000 6,200 10.00 64.24 Cash 25/09/2000 6,000 10.00 62.27 Cash 25/09/2000 1,000 10.00 61.03 Cash 12/10/2000 13,00,750 10.00 0.36 Consideration other than cash24/11/2000 1,700 10.00 71.51 Cash 17/01/2001 6,000 10.00 52.00 Cash 24/01/2001 10,400 10.00 49.75 Cash 14/02/2001 6,151 10.00 51.54 Cash 28/02/2001 1,650 10.00 46.71 Cash

Mrs. Anita Drolia

07/03/2001 11,380 10.00 43.56 Cash TOTAL 17,33,250

NIL**

* The exact details of acquisition of these shares are not available. ** The requirement of Promoters contribution is not applicable as per the details given below:

15

Exemption as per Clause 4.10.1(a)

The equity shares of our company are listed on six stock exchanges since 1996.

Company has a track record of dividend payout since 1996.

Dividend paid in the last three years are as under:

Particulars 2002-03 2003-04 2004-05 Rate % 6.00 6.00 15.00

3. Status of Lock-in of shares of Entities other than promoters

Name of Investor

Date of allotment & fully paid up/purchases

Consideration No. of shares

Face value (Rs.)

Issue Price (Rs.)

% of the post issue

paid up capital

Lock-in upto

MonAmi Company Limited*

25/11/2002 Cash 15,60,000 10.00 27.00 8.76 November 25, 2007

Bennett Coleman & Company Limited

29/07/2005 Cash 8,44,400 10.00 82.90 4.74 July 29, 2006

* The equity shares held by MonAmi were locked-in for the period of five years till November 25, 2007 pursuant to a commercial agreement entered between MonAmi and our Company. Shares held by the person other than the Promoters, prior to this Issue, which are subject to lock in as per the relevant provisions of Chapter IV of SEBI Guidelines, may be transferred to any other person holding shares which are locked in, subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 as applicable.

4. Our company does not have any pending/outstanding warrant, option, convertible loan, debenture or any other

securities convertible at a later date into equity, which would entitle the holders to acquire further equity shares of our company.

None of the shares of our Company held by our Promoters/Directors have been pledged except as stated below:

Name of Pledger Shares Pledged Name of Pledgee Mr. Rajesh Kumar Drolia 12,00,000 SICOM Ltd. Rajesh Kumar Drolia (HUF) 1,01,000 Associated Capsules Pvt. Ltd. Ms. Anita Drolia 15,11,900 SICOM Ltd.

5. Our company/Promoters/Directors/Lead Merchant Bankers have not entered into buyback or similar arrangements

for purchase of securities issued by our company. 6. An oversubscription to the extent of 10% of the Issue can be retained for the purpose of rounding off while

finalizing the basis of allotment. 7. Allotment shall be on a proportionate basis rounded off to the nearest integer subject to the minimum

allotment being equal to the minimum application size. In case of over-subscription the proportionate allotment will be subject to the reservation for Retail Individual Investors as below:-

a) A minimum of 50% of the net offer to the public will initially be made available for allotment to retail individual investors.

b) The balance net offer to the public shall be made available for allotment to applicants other than retail individual investors.

16

8. The ten largest shareholders as on the date of filing of the Prospectus with SEBI are as follows:

Sr. No.

Name of the Shareholder Number of Shares

% of issued capital

1 Mr. Rajesh Kumar Drolia 26,90,100 20.99 2 Mrs. Anita Drolia 17,33,250 13.53 3 M/s MonAmi Co. Ltd. 15,60,000 12.17 4 Rajesh Kumar Drolia HUF 10,35,000 8.08 5 Bennett Coleman and Company 8,44,400 6.59 6 General Insurance Corporation of India 5,32,954 4.16 8 The New India Assurance Company Ltd. 3,00,000 2.34 7 United India Insurance Company Ltd. 2,21,521 1.73 9 Punjab National Bank 2,00,000 1.56 10 Mr. Ravi Drolia 1,55,297 1.21 TOTAL 92,72,522 72.37

9. The ten largest shareholders 10 days prior to the date of filing of the Prospectus with SEBI are as follows:

Sr. No.

Name of the Shareholder Number of Shares

% of issued capital

1 Mr. Rajesh Kumar Drolia 26,90,100 20.99 2 Mrs. Anita Drolia 17,33,250 13.53 3 M/s MonAmi Co. Ltd. 15,60,000 12.17 4 Rajesh Kumar Drolia HUF 10,35,000 8.08 5 Bennett Coleman and Company 8,44,400 6.59 6 General Insurance Corporation of India 5,27,134 4.11 8 The New India Assurance Company Ltd. 3,00,000 2.34 7 United India Insurance Company Ltd. 2,21,521 1.73 9 Punjab National Bank 2,00,000 1.56 10 Mr. Ravi Drolia 1,55,297 1.21 TOTAL 92,66,702 72.32

10. The ten largest shareholders two years prior to the date of filing of this Prospectus with SEBI are as follows:

Sr. No.

Name of the Shareholder Number of Shares

% of issued capital

1 Mr. Rajesh Drolia 26,90,100 22.45 2 Mrs. Anita Drolia 17,33,250 14.47 3 M/s MonAmi Co. Ltd. 15,60,000 13.02 4 Rajesh Kumar Drolia HUF 10,35,000 8.64 5 Mr. Ashok Pamani 6,78,528 5.66 6 Mr. D.K. Jain 4,36,935 3.65 8 Aryan Shares and Stock brokers 2,29,567 1.92 7 Mr. Ravi Drolia 2,27,600 1.90 9 Luxor (India) Pvt. Ltd. 1,53,900 1.28 10 Mr. Naresh Chand Gupta 1,52,063 1.27 TOTAL 88,96,943 74.25

11. Total number of shareholders as on date is 5409.

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12. The shareholding pattern of the promoter group is as detailed below:

Present Post Issue Particualrs No. of equity

shares of Rs.10/- each

% of present capital

No. of equity shares of

Rs.10/- each

% of post issue

capital a) Promoters Mr. Rajesh Kumar Drolia 26,90,100 20.99 26,90,100* 15.10 Ms. Anita Drolia 17,33,250 13.53 17,33,250 9.73 Total (a) 44,23,350 34.52 44,23,350 24.83 b) Immediate relatives of promoter/ Director (Spouse, parent, child, brother, sister)

Akash Drolia 10,000 0.08 10,000 0.06 Arun Kumar Beswal 10,000 0.08 10,000* 0.06 Akriti Drolia 68,750 0.54 68,750 0.39 Akshay Drolia 55,000 0.43 55,000 0.31 Anil Haralalka 2,850 0.02 2,850 0.02 Chiraj Drolia 1,30,411 1.02 1,30,411 0.73 Ghanashyam Haralalka 30,700 0.24 30,700 0.17 Hanisha Beswal 10,000 0.08 10,000 0.06 Pawankumar Drolia 20,100 0.16 20,100 0.11 Priyanka Haralalka 2,500 0.02 2,500 0.01 Mr. Ravi Drolia 1,55,297 1.21 1,55,297 0.87 Ritushree Haralalka 5,500 0.04 5,500 0.03 Ridhima Beswal 10,000 0.08 10,000 0.06 Sanjaya Ravi Drolia 100 0.00 100 0.00 Shaili Drolia 10,000 0.08 10,000 0.06 Shashi Beswal 10,000 0.08 10,000 0.06 Sumitra Devi Drolia 27,500 0.21 27,500 0.15 Sajjan Khaitan 14,000 0.11 14,000 0.08 Sedmal Drolia 5,000 0.04 5,000 0.03 Sweta Drolia 10,000 0.08 10,000 0.06 Total (b) 5,87,708 4.59 5,87,708 3.30 c) Company in which 10% or more of the share capital is held by the promoter his immediate relative firm or HUF in which the promoter or his immediate relative is a member

- - - -

d) Company in which our company mentioned in (c) above holds 10% or more of the share capital

- - - -

18

Present Post Issue Particualrs No. of equity

shares of Rs.10/- each

% of present capital

No. of equity shares of

Rs.10/- each

% of post issue

capital e) HUF in which aggregate share of the promoter and his immediate relatives is equal or more than 10% of the total

- - - -

Rajesh Kumar Drolia HUF 10,35,000 8.08 10,35,000 5.81 TOTAL 60,46,058 47.19 60,46,058 33.94 *The post-Issue shareholding of promoter director and director does not include Equity Shares that may be allotted to them under the Employee Reservation Portion of the Issue, which can be determined only after the allotment of Equity Shares pursuant to this Issue. 13. The pre and post offer shareholding pattern of our company is given below:-

Present Post Issue Particulars No. of equity

shares of Rs.10/- each

% of present capital

No. of equity shares of Rs.10/-

each

% of post issue

capital Promoter/directors & other persons in promoter group

60,46,058 47.19 60,46,058** 33.94

Financial Institutions/ Banks/ Mutual funds

11,23,821 8.77

FIIs 46,500 0.36 Private Corporate Bodies 16,73,178 13.06 Indian Public * 22,53,460 17.59 NRIs 1,10,283 0.86 Foreign Company 15,60,000 12.17

1,17,67,242 66.06

Total 1,28,13,300 100.00 1,78,13,300 100.00 *Forfeiture of 13,100 partly paid shares on 30/11/2005

**The post-Issue shareholding of promoters and directors does not include Equity Shares that may be allotted to them under the Employee Reservation Portion of the Issue, which can be determined only after the allotment of Equity Shares pursuant to this Issue. 14. Transactions in the securities of our company during preceding 6 months which were financed directly or indirectly

by the promoters, their relatives, their group companies or associates or by any directors or by any of the above entities directly or indirectly through other persons are as follows:

Name Date of Transaction

Sale Purchase Rate (Rs.)

30/08/2005 1,500 - 76.55 27/09/2005 - 200 64.25

Mr. Kiran Khaitan

29/09/2005 200 - 75.30 14/07/2005 2,000 - 84.05 30/08/2005 1,600 - 76.55

Mr. Sajjan Khaitan

06/09/2005 1,000 - 81.10

Except as stated below, there have been no transactions in our company’s Equity Shares by the Promoters/Promoter Group and the Directors of our company or directors of the Promoters during a period of six months preceding the date of filing of this Draft Prospectus with SEBI.

19

15. The Equity Shares will be issued and traded on the stock exchange only in dematerialised form. Hence the market lot of the equity shares is 1 (One share).

16. At any given time there shall be only one denomination for the shares of our company and the disclosures and accounting norms specified by SEBI from time to time shall be complied with.

17. Our company shall not make any further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or public issue or in any other manner during the period commencing from the submission of the Prospectus to SEBI for the Public Issue till the securities referred in the aforesaid have been listed.

18. Our company do not propose to alter the capital structure by way of split or consolidation of the denomination of the shares or the issue of shares on a preferential basis or issue of bonus or rights or further public issue of shares or any other securities within a period of six months from the date of opening of the present issue. However, if business needs of our company so require, our company may alter the capital structure by way of split/ consolidation of the denomination of the shares/ issue of shares on a preferential basis or issue of bonus or rights or public issue of shares or any other securities whether in India or abroad during the period of six months from the date of listing of the Equity Shares issued under this Prospectus or from the date the application moneys are refunded on account of failure of the Issue, after seeking and obtaining all the approvals which may be required for such alteration.

20

OBJECTS OF THE ISSUE The primary object of the Issue is to set up a 100% Export Oriented Unit (EOU) for the manufacturing of Ball pens, Gel Ink Pens, Refills, Highlighters and Markers to cater to world demand and meet the working capital requirment for the EOU project. Presently we manufacture and outsource 15 lakhs pens per day. With the implementation of the EOU project, our manufacturing capacity will expand from 9.50 lakhs pens per day to 29.50 lakhs pens per day. These pens would be sold in the international markets using our own existing distribution network and through MonAmi, our Strategic Korean partner’s, extensive distribution network covering 140 countries through 330 distributors. The other objects of the issue includes:

Funding the stationery project to offer an entire range of stationery items including Office Supplies, Children's stationery and Writing Products and sell them under our “Today’s” brand name thus enabling us to leverage on our existing distribution network and brand equity.

General Corporate Purposes including debt repayment. The main objects and objects incidental or ancillary to the main objects set out in our Memorandum of Association enable us to undertake our existing activities and the activities for which funds are being raised by us through this Issue. ICICI Bank Ltd. has appraised our 100% EOU project and sanctioned a term loan of USD 3.00 million for the same. In view of the highly competitive and dynamic nature of the industry segments we operate in, we may have to revise our business plans from time to time and consequently our fund requirements may also change. In case of any variations in the actual utilization of funds earmarked for the above activities, increased fund deployment for a particular activity will be met from internal accruals of our company. The balance proceeds, if any, will be used for growth opportunities and general corporate purposes. COST OF PROJECT The details of the proceeds of the Issue are summarized below:

(Rs. in lakhs)

Phase I (October 2005 - June 2006)

Phase II (July 2006 - March 2007)

Total

A) Set Up 100% EOU to Manufacture 20 Lakhs Pens per day - Capital Assets 2300.00 1500.00 3800.00 - Working Capital 1000.00 1000.00 2000.00 B) Stationery Project 300.00 - 300.00 C) General Corporate Purpose including repayment of debts [•] [•] [•] D) Issue Expenses [•] - [•] Total Cost [•] [•] [•] MEANS OF FINANCE

(Rs. in lakhs) Phase I

(October 2005 - June 2006)

Phase II (July 2006 - March 2007)

Total

Public Issue of 50,00,000 equity shares of Rs.10/- each in the price band of Rs. 70/- to Rs. 84/- per share

[•] - [•]

External Commercial Borrowing of USD 3.00 million from ICICI Bank Ltd.*

1350.00 - 1350.00

Working Capital Loan from HDFC Bank 500.00 500.00 1000.00 Internal accruals [•] [•] [•] Total Cost [•] [•] [•] * The actual USD/INR rate will depend on the prevailing exchange rate on the actual draw-down dates from ICICI Bank Ltd. However, for the purposes of determing the loan amount in INR, we have assumed USD 1 = 45 INR.

21

NOTE: The blanks in the cost of project and means of finance would be filled in on finalisation of issue price and before filing the final prospectus with SEBI and ROC. SCHEDULE OF IMPLEMENTATION

Activity PHASE I

PHASE II

START DATE END DATE START DATE END DATE Purchase of Land July, 2005 March,2006 - - Placement of order for imported machinery

February, 2006 May, 2006 December, 2006 March, 2007

Placement of order for domestic machinery

March, 2006 May, 2006 January, 2007 March, 2007

Commencement of building construction

August, 2005 April, 2006 - -

Trial run June, 2006 - March, 2007 - Commencement of production July, 2006 - April, 2007 - In phase I, our company anticipates manufacture and sale of 10 lakhs pens per day and has planned commercial production from July 2006. In phase II of 100% EOU project, our company anticipates increase in capacity to 20 lakhs pens per day by March 2007. Use of Net Proceeds of the Issue The item-wise details of the utilization of the proceeds of this Issue are given below: A) EOU PROJECT We plan to set up a new 100% Export Oriented Unit, for manufacturing of Ball pens, Gel Ink Pens, Refills, Highlighters and Markers with a capacity to produce approx 12 lakhs Ball pens, 7 lakhs Gel Ink Pens, 20 lakhs Refills (refills only for captive consumption), 0.5 Lakh Highlighters and 0.5 lakhs Markers per day. The said Project shall be set up exclusively to cater to World Demand. We have a technical collaboration with MonAmi of Korea for manufacturing international grade products and stationery. MonAmi has over 45 years of experience in the writing instruments industry and exports its products to over 140 countries around the globe. The products manufactured in our Export Oriented Unit will be marketed through MonAmi’s extensive global distribution network along with our existing international marketing channels and also by expanding our distribution network. The detailed break up of the project cost for the purpose of setting-up an 100% EOU is given below:

(Rs. in lakhs)

Particulars Phase I

(October 2005 - June 2006)

Phase II (July 2006 - March 2007)

Total

Land 90.00 - 90.00 Building 235.00 - 235.00 Plant, Machinery & Moulds 1,613.00 1,368.00 2,981.00 Electrical & Fittings 150.00 - 150.00 Furniture, Fixtures & Equipments 25.00 - 25.00 Pre Operative Expenses 100.00 50.00 150.00 Working Capital Requirement 1,000.00 1,000.00 2,000.00 Contingencies 87.00 82.00 169.00 Total 3,300.00 2,500.00 5,800.00

22

a) Land

Our company has obtained the permission for establishing new undertaking at Survey No. 245/2, Village Dadra, Union Territory of Dadra and Nagar Haveli for the manufacture of plastic body ball point pen, plastic body ball point pen parts from the Government of India, Office of the Development Commissioner, SEEPZ Special Economic Zone, Ministry of Commerce and Industry, Andheri (East), Mumbai, vide their letter no. PER:SEEPZ:IA(II):27(2005)/47/2005-06 dated 18/10/2005.

b) Building:

We plan to construct 58,750 sq. ft. of factory, warehouse and office space for the 100% EOU project in Dadra and Nagar Haveli. Average cost of construction is estimated at Rs. 400/- per sq. ft. leading to the cost of the building at Rs. 235.00 lakhs

c) Plant, Machinery and Moulds

Sr. No Description Quantity Cost per Unit

(Rs. in lakhs) Value

(Rs. in lakhs) Name of the supplier & date

of quotation* 1 Moulds 24 5.3 127.20 Based on multiple quotations/

Company Estimate 2 Moulding Machines 2a 150 T: - (L&T)

20 18.60 372.00

Larsen & Toubro Limited Madhaova Complex, Near Charotar Society, JP Road, Baroda 3880 015 Date of quotation: 24/08/2005

2b 125 T: - (Haitian)

16 10.19 163.04

Ningbo Dagang Haitian Machinery Co. Ltd. Yaqlan, Xiaogang, Bellun, Ningbo 315801, Chinas Date of quotation: 18/04/2005

3 Assembling Machines

12 28.60 343.20

GSM Engineering Co. Ltd. 439-5 Nonhyun-Dong Namdong-Gu Incheon, Korea Date of quotation:22/08/2005

4 Printing Machines

16 3.40 54.40

GSM Engineering Co. Ltd. 439-5 Nonhyun-Dong Namdong-Gu Incheon, Korea Date of quotation:22/08/2005

5 Stickering Machines 4 4.13 16.52 Based on multiple quotations/ Company Estimate

6 Foiling Machines 4 4.11 16.44 Based on multiple quotations/ Company Estimate

7 Corona Treatment Machines 16 5.00 80.00 Based on multiple quotations/ Company Estimate

8 Extruder Machine (Korean) 2 12.00 24.00 Based on multiple quotations/ Company Estimate

9 Ancilliary Machines: - (Chilling Plant, Colour Mixers, Grinders, Ovens,Weighing Scales, Hopper Dryers, Chain pulley, Fork Lifts etc)

Lot 75.00

Prasad GWK Cooltech Pvt. Ltd. Plot No. 14&16, Phase I, GIDC Estate, Vatva, Ahmedabad Date of quotation: 06/07/2005

23

Sr. No

Description Quantity Cost per Unit

(Rs. in lakhs)

Value (Rs. in lakhs)

Name of the supplier & date of quotation*

10 Measuring & Testing Equipments: - (Verniers, Micrometers, Lock Testing, Humidity Chamber, Writing Testing, Ink Shade Testing, Viscosity Meter etc)

Lot 80.00

M.J. Exports Pvt. Ltd. 113, Jolly Maker Chambers No. 2, Nariman Point, Mumbai – 400 021. Date of quotation: 26/04/2005

11 Furniture & Fixtures: - (Stools, Tables, Chairs, Cupboards, Bins, Crates, Storage Racks, Electrical Fittings etc)

Lot 60.00

Based on multiple quotations/ Company Estimate

12 Refill Tube Extrusion Machines

10 4.80 48.00

Lucky Plastic Machinery J-4 Kasturi Estate No. 2, Opp Savani Transport, goddeo Road, Bhayandar (East) 401 105. Date of quotation: 07/09/2005

13 Ball Pen Refill Assembling Machines 14 4.50 63.00 Based on multiple quotations/

Company Estimate 14 Gel Refill Assembling Machines 4 17.60 70.40 Based on multiple quotations/

Company Estimate 15 Centrifuge Machines

6 3.30 19.80

GSM Engineering Co. Ltd. 439-5, Nonhyun-Dong Namdong-Gu Incheon, Korea Date of quotation:22/08/2005

GRAND TOTAL - Rs (Lakhs) 1,613.00 * Our company has relied on these quotations to ascertain the cost of the project. However, the suppliers will be decided at the appropriate time.

Electrical & Fittings : This will include Transformers, motors, Cabling, electrical equipments, power generator setup for 100 % power back up which is estimated at Rs. 150.00 Lakhs

Furniture & Fixtures : This cost is estimated at Rs. 500 per Sq Feet for 5000 Sq feet area of office premises.

Preoperative Expenses : Preoperative expenses are estimated from the start up time of this project till the commencement of commercial production which would be capitalized. The expenses include travel costs, salary & wages payable during construction of factory building, interest on bank borrowings for project, costs incurred towards feasibility studies of plant, professional and legal charges. The cost also includes the expenses incurred in the production trial runs before commencement of commercial production.

Working Capital (Rs. in lacs)

Particulars FY 2006-2007 Current Assets - Inventory 1890.00 - Debtors 654.00 - Expenses & others 206.00 Total Current Assets 2750.00 Current Liabilities - Trade Creditors 194.00 - Other Current Liabilities 516.00 Total Current liabilities 710.00 Net Working Capital requirement 2040.00 Funded Through Bank Borrowings 1000.00 Balance to be funded out of Internal Accruals/Issue proceeds 1040.00

24

B) STATIONERY PROJECT The stationery and office supplies market is much bigger than the writing products market. To capitalize on the opportunities provided by this huge market, we have already started outsourcing stationery products and selling them in the local markets under “Today’s” brand name. “Today’s” is now available in pencils, erasers, sharpners, scales, school note-books and a range of office stationery products. We plan to cater to the vast needs of corporate office supplies in various segments:

1) Technology products covering USB drives, pen drives, CD’s, printer cartridges and the like 2) Paper products covering computer stationery, copier paper, fax rolls, writing pads, registers etc. 3) Writing Instruments covering pens, pencils, markers, highlighters, refills etc 4) Desk Essentials covering stapler, stapler pins, clips, rulers, cello tapes, brown tapes, adhesive glues, stamp pad

and the like 5) Filing Supplies including organizers, files, folders etc 6) Miscellaneous office supplies

We plan to procure the above items from local and overseas vendors. We are in the process of identifying vendors both in India and abroad for the stationery merchandise. We are also building a supply chain and logistical support for the proposed roll out of our stationery project through our large distribution networks in India which comprises of 57 super distributors, 1,440 dealers and 4.40 lakh retail outlets. We also propose to sell these stationery products through new channels of distribution like departmental stores and other organized retail formats and also to our existing and potential institutional clients. The following expenses would be incurred for the said purpose:

Particulars Amount (Rs. in lakhs)

Capital expenses (including warehousing, computer and computer software ) 150.00 Working capital 150.00 Total 300.00

C) GENERAL CORPORATE PURPOSE - REPAYMENT OF DEBTS To reduce the interest burden of our company, we are proposing to pay off part of our outstanding term loans and current liabilities including working capital facilities provided by our bankers. The details of Term Loans taken by the company are as follows:

(Rs. in lakhs) Name of the

Institution /bank Nature of loan Loan O/s as

at March 31,2005

Loan O/s as at Sept.

30,2005

Loan O/s as on date

Rate of interest per

annum State Bank of India Corporate Loan

(in Foreign Currency) 598.54 469.53 400.00 6.69

State Bank of India Corporate Loan (in Rupees)

1.46 1.44 1.44 10.25

State Bank of India Term Loan (in Rupees) 24.21 92.76 63.57 11.75 Allahabad Bank Term Loan (in Rupees) 68.84 45.72 17.00 13.84 The United Western Bank

Term Loan (in Rupees) 503.37 338.96 Nil 9.00

The Bank of Rajasthan Ltd

Term Loan (in Rupees) 299.77 250.10 Nil 10.00

25

The details of the outstanding working capital facilities are as follows:

(Rs. In lakhs) Name of the bank Nature of

loan O/s as at March 31,2005

O/s as at Sept.

30,2005

O/s as on date Rate of interest per annum

State Bank of India CCL 1478.16 1455.21 1495.60 10.25 State Bank of India SLC / OD 189.53 226.88 225.00 13.25 Total 1667.69 1682.09 1720.60

The amount of repayment of terms loans and reduction in the working capital facilites is contingent upon the exact amount being raised through this public issue.

Details of Issue Related Expenses The Issue related expenses include, fees to intermediaries, printing and distribution expenses, legal fees, advertisement expenses. The estimated Issue expenses are set forth below:

Activity Estimated Expense (Rs. in lakhs)

Fees to intermediaries [•]

Advertising and marketing expenses [•]

Printing and Stationary expenses [•]

Others [•]

Total estimated Issue expenses [•]

MEANS OF FINANCE External Commercial Borrowing (ECB) Our company has obtained the sanction in respect of the External Commercial Borrowing under ECB Guidelines of the Reserve Bank of India for USD 3.00 million for meeting the capital requirements from ICICI Bank vide their letters dated 14/10/2005 and 04/11/2005 SUMMARY OF TERMS & CONDITIONS BORROWER : Today’s Writing Products Limited (the “Company”) LENDER : ICICI Bank Limited, Offshore Banking Unit, Mumbai FACILITY AMOUNT : Not exceeding US$ 3.0 million FACILITY TYPE : Foreign Currency Term Loan (the “Facility”) PURPOSE : Capital Expenditure INTEREST RATE : The aggregate of:

The applicable Margin; and 6 month Libor interest rate SECURITY : The obligations of the Company under the Facility and the Facility and all interest and

other monies in respect thereof shall be secured as follows:

• Exclusive first charge on all the immoveable and moveable assets including all moveable machinery and moveable fixed assets being financed by the facility; The borrower shall maintain a minimum security cover of 1.50 times during the entire tenure of the facility.

• The security as above shall be created /furnished in favour of Lenders, as may

be stipulated by the Lender, in a form and manner acceptable to the Lender.

26

• The Borrower shall obtain the consent of its existing lenders for the security

as above to be provided in respect of the facility.

• The security shall be created within a period of 3 months from the Agreement Date. An additional interest of 1.05% shall be payable from the date of disbursement if the security is not created within the stipulated timeframe.

• In case Lenders feels that the security is insufficient to cover the facility,

Lenders may ask the Borrower to provide additional security. CONVENANTS : Restriction on disposals: The Borrower shall not, enter into a single transaction or a

series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any of its assets other than in the ordinary course of business, or where the net book value of such assets, individually or in the aggregate, exceeds USD 1.0 million. Company should tie up funds for the entire equity infusion of Rs.280.0 million projected in the project application given to ICICI.

No Dividend to be declared in the event of arrears/ overdue/delay in making term loan repayment.

The Company shall not undertake any new project or expansion without prior approval of ICICI Bank during the currency of ICICI Bank assistance. The Company shall not incur major capital expenditure or make any investments either directly or through its subsidiaries, without the prior written approval of ICICI Bank during the currency of the Loan; In the event of default committed by the Company in complying with the provisions of the Loan Agreement to be entered into by the company for availing the present facility, the same shall be deemed to be a default committed by the company under any Loan Agreement/Facility Agreement entered into by the company for availing any other facility/facilities. The Lender shall have the right to stipulate in the Transaction Documents such other covenants and undertakings (by the Company and/or its promoters/management) as it may deem fit.

WORKING CAPITAL LOAN We have obtained the working capital facilities for the domestic operations from the HDFC Bank vide their sanction letter dated 18/08/2005. The limits sanctioned are as follows:

Sr.No. Facility Amount (Rs.million)

1.

2.

Fund Based facility CC/WCDL/EPC/PCFC (100% Interchangeable) Non Fund Based Facility LC/ BG (100% Interchangeable)

80.00 20.00

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The terms and conditions for the various facilities are as detailed below: Annexure I 1. Facility Cash Credit (CC) /Working Capital Demand Loan. (WCDL) 2. Limit Rs.80.00 MM (Rs.40.00 Million each will be earmarked for EOU & Domestic

operation respectively) 3. Interchangeability 100% Interchangeable 4. Security Domestic Operation

• First pari-passu charge by way of hypothecation of Company’s entire

current assets including stocks of raw materials, semi finished and finished goods, consumable stores and spares and such other movables, book debts, bills whether documentary or clean, outstanding monies, receivables, both present & future, in a form and manner satisfactory to the Bank.

• Second Charge on entire fixed assets of the company • Unconditional an irrevocable personal guarantees of Mr.Rajesh Drolia

(Chairman & Managing Director) & other directors in line with terms of security agreed with State Bank of India.

EOU Operation

• First exclusive charge by way of hypothecation of Company’s entire current assets including stocks of raw materials, semi finished and finished goods, consumable stores and spares and such other movables, book debts, bills whether documentary or clean, outstanding monies, receivables, both present & future, in a form and manner satisfactory to the Bank.

• Second charge on entire fixed assets of the company. • Unconditional and irrevocable personal guarantees of Mr.Rajesh Drolia

(Chairman & Managing Director) & other directors in line with terms of security agreed with State Bank of India.

5. Interest • Cash Credit – 9.75% p.a. subject to revision by the Bank plus Interest tax and any other statutory levy if an when applicable.

• WCDL – The rate of interest for each tranche would be stipulated by the Bank at the time of disbursement each tranche – Rate applicable currently 8.00% p.a.

Annexure II 1. Facility a) Export Packing Credit (EPC)

b) Pre-shipment Credit in Foreign Currency (PCFC) – (Subject to availability of funds)

2. Limit Rs.80.00 million (Rs.40.00 Million each will be earmarked for EOU & Domestic operation respectively)

3. Interchangeability 100% Interchangeable with CC/WCDL Limits 4. Security As applicable in case of Cash Credit Limit 5. Interest • EPC

7.5% p.a. subject to revision by the Bank plus Interest tax and any other statutory levy if an when applicable

For EPC loans with tenor beyond 180 days rates as applicable in case of Cash Credit facility would be levied.

• PCFC As applicable on the date of availment.

• Processing fees/documents handling charges – Rs.1000 / per document.

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Annexure III 1. Facility Foreign Bills Discounted/ Purchased 2. Limit Rs.80.00 million (Rs.40.00 Million each will be earmarked for EOU &

Domestic operation respectively) 3. Interchangeability 100% Interchangeable with CC/WCDL Limits 4. Security As applicable for Cash Credit facility. 5. Interest • In case of Rupee facility

7.5% p.a. subject to revision by the Bank plus Interest tax and any other statutory levy if an when applicable .

• In case of Foreign Currency facility As applicable on the date of availment.

Annexure IV 1. Facility Bank Guarantees 2. Limit Rs.20.00 Million (Rs.10.00 Million each will be earmarked for EOU &

Domestic Operation respectively) 3. Interchangeability Fully Interchangeable with the LC Facility 4. Security As applicable for Cash Credit facility. Annexure V 1. Facility Letters of Credit 2. Limit Rs.20.00 Million (Rs.10.00 Million each will be earmarked for EOU &

Domestic Operation respectively) 3. Interchangeability Fully Interchangeable with the BG facility 4. Security As applicable for Cash Credit facility.

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SOURCE AND DEPLOYMENT OF FUNDS We have received the Sources and Deployment Funds Certificate dated January 02, 2006 from Mr. Ajay Shobha & Co. Chartered Accountants and Statutory Auditors of our Company. The certificate states that the Company has as at December 31, 2005, deployed amounts aggregating Rs. 97.81 lacs. Details of the sources and deployment of funds as per the certificate are as follows:

Particulars Value Rs. In Lacs)

Land 11.66 Factory Building (including advances) 22.50 Civil Works & Construction (including advances paid) 7.15 Moulds & Machineries (including advances paid) 35.00 Pre-operative Expenses 21.50 TOTAL 97.81 SOURCES OF FUNDS Internal Accruals 44.76 Unsecured Loan from Promoter & associates 53.05 TOTAL 97.81

Interim Use of Proceeds

The management, in accordance with the policies set up by the Board, will have flexibility in deploying the proceeds received from the Issue. Pending utilization for the purposes described above, we intend to temporarily invest the funds in high quality interest or dividend bearing liquid instruments including deposits with banks for the necessary duration. Such investments would be in accordance with any investment criteria approved by our Board of Directors from time to time. Monitoring of Utilization of Funds

Our Board will monitor the utilization of the proceeds of the Issue. We will disclose the utilization of the proceeds of the Issue under a separate head in our financial statements for fiscal 2006 and 2007 clearly specifying the purposes for which such proceeds have been utilized. We will also, in our financial statements for fiscal 2006 and 2007, provide details, if any, in relation to all such proceeds of the Issue that have not been utilized thereby also indicating investments, if any, of such unutilised proceeds of the Issue. No part of the proceeds of this Issue will be paid by us as consideration to our Promoters, our Directors, key management employees or companies promoted by our Promoters, save and except in the course of normal business.

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BASIS OF ISSUE PRICE The Price Band for the Issue Price will be decided by us in consultation with the Lead Managers and specified in the Prospectus that will be filed with SEBI and Registrar of Companies. The face value of the Equity Shares is Rs. 10 and the Issue Price is 7 times the face value at the lower end of the Price Band and 8.4 times the face value at the higher end of the Price Band QUALITATIVE FACTORS

A consistent dividend paying company We have more than 60 registered trademarks and strong existing brands like Todays, Zee, and Wonder. In house R & D ensuring manufacture of moulds in house and good design of new products. Well-established distribution network spread throughout the country. 57 Super distributors, 1440 distributors reach

out to 4,40,000 retail outlets. ‘Today’s” brand is also available in UK & Europe We have an innovative product range with over 40 pen products in the market and we introduce over 15 new pen

products every year. Promoters have experience of two decades in the writing instrument industry. Collaboration with Korean company MonAmi which has over four decades of experience in the writing instruments

and stationery products and established global network of 330 Distributors spread across 140 Countries 100% EOU enjoys Tax Holiday till April 01, 2009.

QUANTITATIVE FACTORS Information presented in this section is derived from the audited financial statements. i) Earnings per Share (on Rs. 10/- per share)

Year EPS (Rs) Wts

2003-04 4.44 1 2004-05 6.29 2 Upto 30/09/2005 * 7.74 3 Weighted Average EPS 6.71

*Annualised ii) P/E Ratio

Price per share OFFER PRICE OF RS. 70/- PER

SHARE

OFFER PRICE OF RS. 84/- PER

SHARE P/E based on pre-issue EPS as on 30/09/2005, Annualised.

9.04 10.85

P/E based on weighted average EPS 10.43 12.52 iii) Return on Networth

Year RONW (%) Wts

2003-04 14.31 1 2004-05 17.34 2 Upto 30/09/2005 * 16.78 3 Weighted Average RONW 16.56

*Annualised

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iv) Minimum RONW to maintain the pre-issue weighted average EPS of Rs. 6.71 Minimum RONW required for maintaining preissue (at a price of Rs.70/- per shares)(%) 13.05 Minimum RONW required for maintaining preissue (at a price of Rs.84/- per shares)(%) 12.13 v) Book Value (Rs.) Book Value (pre issue) (As on 30/09/2005) 46.10 Book Value (post Issue at a price of Rs. 70/- per share) 51.38 Book Value (post Issue at a price of Rs. 84/- per share) 55.31

vi) Industry P/E Ratio There is only one listed company in the writing instrument industry, the details of which are given below: (Rs in Crore)

Name of the company Equity

Sales PAT EPS (Rs.)

BV (Rs,)

P/E

Linc Pen 8.00 122.1 4.8 5.7 30.6 12.3 Source: Capital Market –Jan 16-29, 2006; Segment – Miscellaneous Conclusion The equity shares are being issued in a price band of Rs.70-Rs.84/- per share. The issue price is 7 times the face value of the shares at the lower price band and 8.4 times the face value of the shares at the upper price band. The pre-issue book value of the shares as on 30/09/2005 is Rs. 46.10 per share, whereas post issue book value of the shares at the lower price band is Rs. 51.38 and at upper price band is Rs. 55.31. The minimum return on networth required to be earned to maintain the weighted average EPS of Rs. 6.71 at the lower price band is 13.05% and at the upper price band is 12.13% whereas the company has already earned RONW (annualized) of 16.78% for the period ended 30/09/2005. Taking into account the above qualitative and quantitative factors, the issue price of Rs. [•] per share is justified.

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STATEMENT OF TAX BENEFITS Our Chartered Accountants, Ajay Shobha & Co. have vide letter dated October 17, 2005 issued a statement of tax benefit available to the company and its shareholders (Indian Residents, NRI’s, FII’s, etc.) the following tax benefits inter alia will be available under the Income Tax Act, 1961 and other Direct Tax Laws, in respect of the proposed public issue of the company which reads as follows: BENEFITS UNDER THE INCOME TAX ACT, 1961 (hereinafter referred to as the ‘Act’) TO THE COMPANY 1. The Company will be entitled to claim depreciation allowance at the prescribed rates on Fixed Assets under section

32 of the Income tax Act, 1961. 2. Under Section 35 of the Act and subject to the provisions therein, the Company would be entitled for deduction in

respect of scientific research expenditure relating to its business. 3. In accordance with the provisions of section 10(38) of the Act the long-term capital gains arising on the transfer of

securities/units in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004), shall be exempt from income tax.

4. The long-term capital gains accruing to the Company otherwise than as mentioned in 3 above, shall be chargeable to

tax in accordance with and subject to the provisions of section 112 of the Act as follows:

If long term capital gain is computed after indexation @ 20% (plus applicable surcharge and education cess) In the case of other securities/units in a transaction not entered into in a recognised stock exchange, if long term

capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess) 5. The short-term capital gains accruing to the company, from the transfer of a short-term capital asset, being

securities, in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be chargeable to tax at the rate of 10% [plus applicable surcharge and education cess] as per the provisions of section 111A of the Act.

6. The Company is eligible to claim exemption in respect of tax on long term capital gains under sections 54EC and

54ED of the Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections.

7. The Company is eligible to exemption under section 10(34) of the Act in respect of income by way of dividend

received from other Domestic Companies. 8. The Company is eligible to exemption under section 10(35) of the Act in respect of income by way of dividend

received from mutual fund specified under Section 10(23D) of the Act and other specified undertakings/companies. 9. The Company has brought forward unabsorbed depreciation and business losses, which will be available for set-off

against taxable income in the future years under sections 32(2) and 72 of the Act. TO THE MEMBERS OF THE COMPANY I – RESIDENTS

1. Members will be entitled to exemption, under section 10(34) of the Act in respect of the income by way of dividend received from the Company.

2. The long-term Capital gains accruing to the members of the Company on sale of the Company’s shares in a

transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities

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Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be exempt from tax as per the provisions of section 10(38) of the Act.

3. The long term capital gains otherwise than as mentioned into above, shall be chargeable to tax in accordance

with and subject to the provisions of Section 112 of the Act as follows: If long term capital gain is computed after indexation @ 20% (plus applicable surcharge and education

cess). In the case of other securities/units in a transaction not entered into in a recognised stock exchange, if long

term capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess)

4. The short-term Capital gains accruing to the members of the company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be chargeable to tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A of the Act.

5. The members are entitled to claim exemption in respect of tax on long term capital gains under sections 54EC

and 54ED of the Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections.

6. Individuals or HUF members can avail exemption under section 54F of the Act by utilization of the sales

consideration for purchase/construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein.

II – NON-RESIDENTS

1. Non-resident members will be entitled to exemption, under section 10(34) of the Act in respect of the income by way of dividend received from the Company.

2. The long-term Capital gains accruing to the members of the company on sale of the Company’s shares in a

transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be exempt from tax as per the provisions of section 10(38) of the Act.

3. The long term capital gains accruing otherwise than as mentioned in 2 above shall be chargeable to tax in

accordance with and subject the provisions of Section 112 of the Act as follows:

If long term capital gains is computed after indexation @ 20% (plus applicable surcharge and education cess)

In the case of other securities/units in a transaction not entered into in a recognised stock exchange, if long term capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess)

4. Under the first proviso to Section 48 of the Act, in the case of a non-resident, in computing the capital gains arising from transfer of shares of the company acquired in convertible foreign exchange (as per exchange control regulations) protection is provided from fluctuation in the value of rupee in terms of foreign currency in which the original investment was made. Cost indexation benefits will not be available in such a case.

5. The short-term Capital gains accruing to the members of the company on sale of the Company’s shares in a

transaction entered into in a recognized stock exchange in India (such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004) shall be chargeable to tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A of the Act.

6. The members are entitled to claim exemption in respect of tax on long term capital gains under sections 54EC

and 54ED of the Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in those sections.

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7. Individuals or HUF members can avail exemption under section 54F of the Act by utilization of the sales consideration for purchase/construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein.

8. Under the provisions of section 90(2) of the Act, if the provisions of the Double Taxation Avoidance

Agreement [DTAA] between India and the country of residence of the non-resident are more beneficial than the provisions of Income Tax Act, 1961, then the provisions of the DTAA shall be applicable.

9. Non-resident Indians (as defined in section 115C(e) of the Act), being shareholders of an Indian Company, have

the option of being governed by the provisions of Chapter XII-A of the Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible foreign exchange:

As per the provisions of section 115E of the Act, and subject to the conditions specified therein, long-term capital gains arising on the transfer of Company’s shares will be charged to Income Tax @ 10% (plus applicable surcharge and education cess).

As per the provisions of section 115F of the Act and subject to the fulfillment of the conditions specified therein, the Long Term Capital gains arising on the transfer of Company’s shares shall be exempted from income tax entirely/proportionately if all or a portion of the net consideration is invested within 6 months of the date of transfer in specified assets as defined in section 115C(f) or any savings certificates referred to in section 10(4B) of the Act. The amount so exempted shall, however, be chargeable to tax as long term capital gains under the provisions of section 115F(2) if the specified assets are transferred or converted in to money within three years from the date of acquisition thereof as specified in the said section.

As per the provisions of section 115G of the Act, Non-resident Indians are not obliged to file a return of income under section 139(1) of the Act, if their only source of income is income from investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-A of the Act.

Under section 115H of the Act, where a Non-Resident Indian, in relation to any previous year, becomes assessable as a resident in India in respect of the total income of any subsequent year, he/she may furnish to the assessing Officer a declaration in writing, along with his/her return of income under section 139 of the Act for the assessment year for which he/she is so assessable, to the effect that the provisions of the Chapter XII-A shall continue to apply to him/her in relation to investment income derived from any foreign exchange asset, being an asset of the nature referred to in sub-clause (ii) to clause (v) of clause (f) of section 115C, in which case, the provisions of Chapter XII-A shall continue to apply to him/her in relation to such income for that assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets.

As per the provision of section 115-I of the Act, when a Non Resident Indian, elects not to be governed by the provision of Chapter XII-A of the Act, then his/her total income shall be computed and charged in accordance with other provisions of the Act.

III – FOREIGN INSTITUTIONAL INVESTORS

1. Income by way of dividend received on shares of the Company is exempt under section 10(34) of the Act.

2. The long-term Capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India, would be exempt from tax as per the provisions of section 10(38).

3. The short-term Capital gains accruing to the members of the company on sale of the Company’s shares in a transaction entered into in a recognized stock exchange in India, would be chargeable to tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A.

4. Under section 115AD(1)(b)(ii) of the Act, Income by way of Short Term Capital Gain arising from the

transfer of shares (otherwise than as mentioned in 3 above) held in the Company for a period of less than 12 months will be taxable @ 30% (plus applicable surcharge and education cess).

5. Under section 115AD(1)(b)(iii) of the Act, Income by way of Long Term Capital gain arising from the transfer of shares (otherwise than as mentioned in 2 above) held in the Company will be taxable @ 10%

35

(plus applicable surcharge and education cess). It is to be noted here that the benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not available to Foreign Institutional Investors.

6. Long term Capital Gains on sale of shares of the Company by the members shall be exempt from Income tax if such gains are invested in bonds/equity shares specified in section 54EC or section 54ED of the Act respectively subject to the fulfillment of the conditions specified in those sections.

7. Under the provisions of section 90(2) of the Act, if the provisions of the Double Taxation Avoidance

Agreement (DTAA) between India and the country of residence of the non-resident are more beneficial than the provision of Income Tax Act, 1961, then the provisions of the DTAA shall be applicable.

IV – MUTUAL FUNDS

Income by way of dividend received on shares of the Company is exempt under Section 10(34) of the Act. V – TO VENTURE CAPITAL COMPANIES/FUNDS Income by way of dividend received on shares of the Company is exempt under Section 10(34) of the Act. BENEFITS UNDER THE WEALTH TAX ACT, 1957 ‘Asset’ as defined under section 2(ea) of the Wealth Tax Act, 1957, does not include shares in Companies and hence, shares are not liable to wealth tax. BENEFITS UNDER THE GIFT-TAX ACT, 1958 Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. NOTES 1. All the above benefits are as per the current tax law as amended by the provisions of Finance Act, 2005 and will be

available only to the first holder in case the shares are jointly held. 2. In the case of non-resident, the tax rate and the consequent taxation mentioned above shall be further subject to any

benefits available under the Double Taxation Avoidance Agreement (DTAA) and amendments thereon, if any.

For Ajay Shobha & Co. Chartered Accountants Sd/-

Place : Dadra (Ajay Gupta) Date: 17/10/2005 Proprietor M.No.53071

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SECTION IV: ABOUT US INDUSTRY OVERVIEW The following information has been obtained from the public sources specifically mentioned where applicable and has not been independently verified. (Source of information for this section: Economic Times, Business Line, Business Standard, Financial Express, and Business India) INTRODUCTION Writing instruments steadfastly remains a large part of society’s communications, despite the advancements and growth of popularity of the computers, internet and other such technology. There has been a need to document through the use of writing instruments since the dawn of mankind. Pens and pencils continue to be the staples of everyday life and indispensable items for every day use. Writing instruments continue to play an integral part in the life of practically every business, school and household. The advent of computers and related technologies has yet to make writing instruments obsolete. In fact the writing instrument industry embraces the evolution of technology by incorporating it into new products and using it to enhance business aspects and client services. CHANGING CONSUMER BEHAVIOR The purchase of a single pen used to be a ‘considered’ decision until not too long ago. Today, most consumers buy multiple pens in a single purchase. Because the consumer would go out specifically to buy a pen earlier, today most buy it along with a number of other things as apart of their monthly provisions. Earlier there was one pen to write; now interestingly even as communication is getting increasingly psychological, there is a different pen, ink and size for different moods, needs and situations. Gone are the days when pen was considered as merely an item to write with; now it is a quasi-fashion statement, something that aligns with your personality. WRITING INSTRUMENT INDUSTRY Globally, writing instrument industry is rising at healthy rate despite growing computerization. The global writing instrument industry is estimated at Rs. 50,000 crores p.a. US market grew by 5% last year. China controls approximately 10% of the global market, due to its manufacturing prowess. As India is becoming second most preferred manufacturing destination after China, there is a huge export potential given insignificant share of international market so far. Indian products quality is among the best in the world, compared with Chinese mass market products. Indian market is growing at a healthy 15% to 20% CAGR, where the organized sector in India now controls 70% + market share as compared to 54% in 2000. The customer has become highly brand conscious in terms of design and quality. MARKET & MARKET INFORMATION

The worldwide market’s size for writing instruments is conservatively estimated at Rs 50,000 crores p.a. USA market alone is $ 2.2 billion dollars (approximately Rs 10,000 crores) published by the Writing Instruments Association of America – growing by almost 5% p.a.

China’s exports of pens are over Rs. 5000 crores p.a.

India’s pen exports are mere Rs. 200 crores p.a.

The annual turnover of the industry in India is now estimated at Rs. 1800 crores p.a. and is expected to increase at an

annual growth rate of 15-20 per cent. p.a.

Increased population and literacy drive growth.

Lower perceived value of pens leads to higher purchase frequency and greater wastage. Novelty too, triggers buying.

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This being a high volume and low price segment, Pack sizes have been on the increase globally. A pack of 10 plastic

stick pens retails at US$ 1 in US stores.

India is viewed, as a quality supplier while China has cheaper and lower quality products. However, India is getting comparable on costs and would therefore become the preferred source.

Local production capacities are almost completely taken up by the Indian domestic market.

Germany, Japan, Taiwan & Korea were the hubs for the Writing Instruments Industry. However due to cost factors,

the manufacturers shifted their facilities & base to China.

Over the last two years, global buyers began to visit India to develop alternate sources of Writing Instruments to China. India being the only country, after China, to have a full-fledged Writing Instruments Industry built purely on the platform of its own domestic market demand.

Switzerland was the manufacturing center for Tips accounting for over 50% of global production. India is now

emerging as a major tip manufacturer satisfying the local and overseas demand of the various pen manufacturers INDIAN SCENARIO The industry size is currently pegged at Rs.1,800 crores, of which the organized sector accounts for over 70%. Growth in the organized sector is expected to grow at a CAGR of 15-20% over the next 10 years. The market share of branded products has been increasing on account of better quality of product and increased awareness due to higher advertising spends. The unorganized sector is strong in eastern and rural markets of the country. Export sector is expected to be the major contributor to this growth, as India emerges as an important manufacturing hub. India, with its cost effective manufacturing base, is set to become a global manufacturing base for writing instruments in near future. This cost advantage is particularly apparent in the low cost “Stick” pens. Cost of material and plastic conversion being almost the same, the low labour cost, compared to China, can offer a competitive advantage. On an average the labour component averages about 3-4% for an Indian writing instrument company, while the same for an international company is about 11% this clearly offers a 7-8% cost advantage to Indian companies. In low value, mass production pens, this can swing the buying decision towards an Indian manufacturer. Best in the World Quality India is the only country in the world where trial-before-purchase is practiced on every sales counter. This has resulted in brands having to prove themselves worthy on aesthetics and writing performance every time a purchase transaction is executed by a customer and the retailer. This is an important reason why international buyers are preferring India over China. Also, Anti Dumping Duties have been imposed by the USA & EU on Chinese Stationery products, thus making Indian pens exports more competitive in these two global markets. India Exports Ink and Tips The key technology components of the Writing Instruments i.e. tips and ink are currently being exported in a big way to the biggest brands in the world. FMCG Character Writing instruments industry has all the characteristics of FMCG sector. Innovative designs, point of purchase promotions, vast distribution network and highly involved purchase process even at the lower end of the market. Unlike western world, where lower end pens are thrown away after ink depletion, Indian consumer tends to use a “refill” to extend the life of the pen. Thus, the consumer involvement during the buying process is much higher despite the relatively low value of the product.

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In the past, manufacturers almost never dealt with retailers because of the huge product range and even larger geographical distribution of retailers. Distribution usually proceeds from Manufacturer to Super distributor to Distributors and finally to retailers. Of late, there has been a trend in the industry to cut down on one of the marketing intermediates. Imported writing instruments are usually using the distribution network of its Indian joint venture partner. With liberalization of the import policy, the last couple of years has seen the entry of almost all the major International pen manufacturers into the domestic market- whether on their own or through tie-up with a local partner. The experience, for the global brands however, has been far short of expectations. Reasons being a lack of understanding of the Indian market resulting in decisions and policies in product designs, pricing, and even marketing strategies that were perhaps off the mark. SSI In India, as per current law, the manufacture of writing instruments is reserved for the Small Scale Industries Sector. The ceiling on investment in Plant and machinery for the purpose of manufacturing writing instruments is Rs.500 Lakhs, however, this does not include moulds which is highly capital intensive partof the same industry. Projects to manufacture writing instruments set up specifically for exports, under the EOU scheme, does not fall under the purview of SSI. This has, in a way, protected the industry from the global big brands, with perhaps the exception of “Reynolds” who was the pioneer of the plastic stick pens in India in the seventies. The industry until 1970’s was mainly unorganized with a few fountain pen manufacturers. Tax Benefits Due to the focus on literacy programmes, the government has exempted the industry from excise duty. Additionally, 100% EOU projects are exempt from Income Tax till 01/04/2009 according to the latest government policies. Our company enjoys central sales tax exemption due to our location in Dadra and Nagar Haveli (U.T) DEMAND DRIVERS The share of branded pens is increasing. The Indian consumer is the most discerning in the world, as purchase is always preceeded by trial. The Indian pen market is exhibiting signs of maturity by choosing superior and better quality pens. Main demand drivers are:

Education With increased literacy in the country, the demand for writing instruments increases. With the Government having an ambitious program of eradicating illiteracy and making primary education free and promoting the adult literacy program, the addressable market is expected to consistently grow faster than the population growth. Also 55% of the Indian population is below the age of 25 years, providing good demand for writing instruments industry in India.

Affordability An economy of scale and indigenous manufacturing has ensured that the cost of a pen has fallen. Not only has the cost of the pen come down, but the cost of the refill, a recurring expense, has also fallen commensurately. Thus the Indian consumer has upgraded by choosing a superior product without contracting his budget, since prices have fallen. The other phenomenon associated with affordability is the impulse purchase of multiple pens, despite the original intention being to buy just 1 pen. Over the years the perceived value of a pen has deteriorated, leading to increased frequency of purchases of new pens. (2 decades ago a lost pen would result in an intensive search and stress, today, it would just be buy a new pen, very similar to the value of money falling over the years)

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Design Pen purchase has also become an “impulsive purchase” due to attractive designs and color combinations. The varied offering results in consumer buying more pens at quicker intervals than ever before. New pen designs have a knack of triggering off an “I must have it” desire in customers and this trend is rising.

Increased Advertising Instead of an non-differentiated product, the Indian consumer is registering higher brand recall. Products are strategically positioned and unique features are advertised on mass media. Brand awareness is high and such products enjoy greater demand.

Low per capita consumption The per capita pen consumption of Indians is about 3.3 pens per annum, which is much lower compared to world average. (USA is around 30 pens per annum). As the Indian economy improves, and grows at more than 6.5% to 7% p.a. this consumption will automatically see a significant increase. Also, a person’s value for a pen is decreasing which leads to higher impulse purchases. THREATS AND OPPORTUNITIES Threats to India’s writing instruments industry comprise the following: Rising oil prices leading to increased cost of raw materials. Increasing number of domestic players enhancing competition leading to a probable price war. Increasing influx of Chinese products, threatening the domestic and international markets.

However the following opportunities will help the industry grow manifold: Rising raw material costs may compel the exit of weak unorganized players. An increasing number of domestic players will provide strong companies with opportunities for attractive export,

increased cash flow and enhanced sales. Effective anti-dumping laws in many countries will counter increasing Chinese entry, serving as an increased

opportunity for Indian companies. Increasing respect of quality will serve as hedge against Chinese imports.

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OUR BUSINESS Overview

Our company was incorporated in the year 1992, and went public in the year 1996. Since then our company has become popular through out the country by its brand name: “Today’s”. Over the years the brand has developed into a household name with strong associations with technology and innovativeness. TWPL is a leading brand in India for writing pens. TWPL has been awarded with “Certificate For Excellence” by “Writing Instruments Manufacturer’s Organisation (India)” for the Year 2001-2002 & 2002-2003. Innovation is an extremely important part of our company’s strategy and has been the fuel for growth. Our company is constantly looking for innovation in product design, production, promotion and advertising. The “Khusboowala pen with scented ink”, “Thixo Fluid Ink Pen”, that wrote like a gel pen and wrote as long as the longest writing pen”, “Climate Controlled Ink Pen”, which was a proposition created out of existing ink property – remains stable between minus 25 degree Celsius and 50 degree Celsius and addressed the perceived problem of ink drying or/and ink leaking, “Liquid Express pen” with low viscosity, free flowing ink to give stress free writing, Stepny pen that had a spare refill in the body of the pen are some of the innovative pens introduced by our company. TWPL’s R&D has mastered the art of making the dies and designs of the pen, which gives it a significant advantage over its competitors, both in the organized and unorganized segment. The management has a commitment to expend more than 1% of its turnover on R&D to ensure that it continues to maintain its competitive advantage in the market place. We launch over 15 new products every year. The company’s ability to develop and manage a mass manufacture setup has been tried and proven over the last 10 years. It has developed in house ability to manufacture international quality moulds, the heart of any plastic manufacturing industry. This gives it the competitive edge in the market place over other companies and the flexibility to innovate in designs at will. We have two excellent manufacturing facilities in Daman, where we manufacture 9.5 lakhs pens per day in-house and outsource 5.5 lakhs pens per day through exclusive manufacturing contracts with our group companies- M/s Premium Writing Products Limited and M/s Millennium Writing Products Limited. TWPL has a strong, scalable, multi-layered distribution channel overseen by sales force covering the entire country. With a network that reaches out to over 4,40,000 retail outlets directly through 1,440 distributors and 57 super distributors we have the ability to deliver a variety of products to the Indian customer where ever he may be. TWPL has collaboration with MonAmi, one of the largest companies in Korea in the pen and stationery segment. MonAmi has taken 12.17% equity stake in our Company. MonAmi markets the entire range of pens (ball pen, gel pen, highlighter pens) and stationery items like crayons color pencils, paper products and other stationery products across the globe. MonAmi has a presence in the international market for the last 45 years. Apart from Korea, MonAmi has manufacturing facilities in Thailand, Poland and China. MonAmi supplies and makes available know-how relating to the manufacture and processing of the Gel pen technology to us and renders technical advise, assistance and services in connection therewith. TWPL holds the full rights to market MonAmi products in the Indian sub-continent. We also sell our pens to Poundland, UK a chain of over 150 departmental stores that sell FMCG and stationery products all priced at pound 1 per packet. Poundland is one of Europe’s fastest growing single price retailers which sells “Todays” branded pens through its chain of retail stores. Poundland plans to add 30 more departmental stores over one year. Poundland has allowed us to sell these pens under “Today’s” logo and retain “Today’s” logo and name on specially designed packaging. Poundland allowed us to do this for the first time for pen products because Poundland liked our design and products. We have also entered into a collaboration with J.L. Morison Son & Jones (Ceylon) Limited, Colombo, Sri Lanka, one of the largest distribution house in Srilanka, to manufacture and distribute Today’s products with our technical assistance throughout Srilanka under our “Today’s” brand. We also have a relationship with Style Asia Inc, New Jersey, to market our products in the United States. Style Asia Inc sells stationery and pens to a number of departmental stores and retail outlets all over USA.

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Our Company caters to ‘value for money’ segment. We had targeted the Rs 2-3 segment and launched number of cost effective, innovatively designed ball-pens (including Zee series) to become a market leader within a short span of time. Encouraged by the success of its high quality, low-value, high-volume strategy, our Company followed it up with the launch of several new products in the Rs 5 segment. In the writing products industry, most of the branded gel pens are sold at or above the Rs 10/- price point. We recognized this potential and reinvented our portfolio and came up with some innovations that enabled us to not only bring down the market price of the product by 50%, but it also was able to increase its profit margin by 40%. The most recent success is the Today’s Wonder Gel Pen priced at a unprecedented retail price of Rs 5. This strategy enabled the company to gain leadership in the gel ink pens segment at the Rs 5 price point. The success of the Rs. 5 point gel pen has encouraged our Company to augment our manufacturing capacity in order to meet the market demand. After capturing the volumes at the lower-end, which is price sensitive, our Company has launched relatively higher value pens that give us better margins. We have penetrated into the higher value pens’ market having established a good position at Rs.2, Rs.3 and Rs. 5. Our Company is now also focusing on the Rs.10 plus price point. We have started sourcing premium quality metal pens from overseas and will market these products in the Indian market. The stationery and office supplies market is much bigger than the writing products market. To capitalize on the opportunities provided by this huge market, we have already started outsourcing stationery products and selling them in the local markets under “Today’s” brand name. A wide range of stationery products including Pencils, erasers, sharpners, scales, school note-books and a range of office stationery products is available under “Today’s” brand. Brand Image The brand name Today’s” has achieved a high level of visibility all over the Indian market. Having invested almost Rs 2000 lakhs in advertising and approx Rs 2500 lakhs in marketing over a 4 year period, Today’s” has become associated with latest technology and innovativeness. Our pathbreaking campaign was the Zee kushboowala (perfumed) pen launched in 1995-1996. Over the years, the brand has consistently launched new ideas in writing instruments. In advertising and promotions the brand has executed campaigns, the most talked about being the “Jeetna Hai Today” (must win today) which ran alongside India’s Cricket World Cup attempt in 1999 in England. The brand has the potential for extending itself into other stationery product categories and also other product categories that could ride on the same distribution channels. Our company has also launched “Wonder & Zee” Range of Pens for the new products. Location

TWPL has its plant situated at Dadra and Nagar Haveli. The following are some of the advantages due to its location in a Union Territory.

• It is logistically well connected to Mumbai which forms a hub for all the major activities like banking, exports and all the major sources of raw material.

• There is an easy availability of skilled and semi- skilled work force in this area in abundance, which forms an

integral part for any manufacturing unit.

• The cost of electricity in this area is almost half in comparison to other industrial areas.

• Dadra and Nagar Haveli being a Union Territory Area our company enjoys Income Tax benefits and is also getting benefits of Sales Tax.

Plant, Machinery Technology, Process, etc We are manufacturing Ball pens and Gel pens. The basic difference in both pens is that of refills and we have sufficient capacity to produce refills for both types. Hence there is no problem in changes in product mix. Further we are known as variety manufacturer offering over 40 different types of pens. We use plastic injection moulding machines and we process our ballpen parts as per the capacity of the machine. We have all ranges of plastic injection moulding machines and accordingly small or big ballpen parts are produced.

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I) PEN MANUFACTURING PROCESS

The Manufacturing process is as below:-

1. Pens have various plastic parts i.e. body or barrel, cap, plug, tube etc. for which moulds are made. Moulds made of O.H.N.S for different parts of the pens are procured from local mould makers or imported which are then mounted on the machines as per the production plans.

2. Purchasing of plastic granules Poly Propylene, Polystyrene metal parts of refills, springs, tips, etc. from open market or manufacturers as per the requirement.

3. Adding colour or preparing master batch as required by each job. 4. Pen body, Cap, Plug are injection moulded on Injection moulding machine using various moulds for different

types of pens. The Extruders are used for Extruded Refill tubes. 5. Screen printing or pad printing & foil stamping heat transfer is done on body of each article as per the orders

and requirements. 6. Refills for ball pens and Gel Pens are manufactured on Extruders, ink filled on imported and indigenous ink

refilling machines from the refill manufacturing division. 7. Pen parts thus prepared are sent for assembly to the assembly division run on contract basis. Here pens are

assembled, fitted with plugs, refills, clips, caps etc. Thereafter the pens are checked for quality and are made ready for despatch.

8. After sorting, pens are hand packed in cartons, corrugated boxes or plastic bags as per the customer requirements and are ready for delivery.

II) REFILL

The manufacturing process is as below: 1. The tubes of polypropylene are manufactured on the extruder machines and then calibrated and cut into

standard or required size of the refills without taper or edges. 2. Imported ink is either procured from the local suppliers or is directly imported. Local Ink is also readily

available from Mumbai and Gujarat. Ink is tested for Quality, Viscosity and shelf life in the Laboratory. 3. Tips are either procured locally where they are manufactured on Swiss made imported machines or imported

from overseas. The tips are cleaned on ultrasonic machines. 4. The tubes are then mounted on the ink re-filling machines of Korean and Indian make and ink is filled in the

tubes and nozzles are fitted on the automatic machines. The refills are stacked in the boxes and kept in the high speed centrifuge machine to remove air gaps.

5. The refills are then sorted, cleaned, collected and packed for saleable quantity and balance is sent to assembly division for assembling with the pens.

Collaboration We have technical collaboration with Korean company MonAmi, one of Korea’s leading company in writing instrument and stationery products. MonAmi holds 12.17 % equity in TWPL. TWPL holds the full rights to market MonAmi products in the Indian sub-continent. MonAmi was set up in 1960. MonAmi has manufacturing facilities in Korea, China, Thailand and Poland. MonAmi has 330 distributors across 140 countries around the world. MonAmi supplies and makes available know-how relating to the manufacture and processing of the Gel pen technology to us and renders technical advice, assistance and services in connection therewith. Apart from the transfer of technology, the tie up includes sharing the marketing strengths of the Korean company. We also have a relationship with Style Asia Inc, New Jersey, to market our products in the United States. Style Asia Inc sells stationery and pens to a number of departmental stores and retail outlets all over USA. We have entered into a Memorandum of Understanding with JL Morrison, the largest distribution house in Srilanka, to part-manufacture and distribute Todays product in Srilanka. JL Morrison started manufacture of pens in collaboration with TWPL in October 2005. We also sell our pens to Poundland, UK a chain of over 150 departmental stores that sell FMCG and stationery products all priced at pound 1 per packet. Poundland is one of Europe’s fastest growing single price retailers which sells

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“Todays” branded pens through its chain of retail stores. Poundland plans to add 30 more departmental stores over one year. Poundland has allowed us to sell these pens under “Today’s” logo and retain “Today’s” logo and name on specially designed packaging. Poundland allowed us to do this for the first time for pen products because Poundland liked our design and products. RAW MATERIALS Our principal raw material comprises of plastic granules, tips, ink, stamping foils, springs and packing material. We procure these from reputed manufacturers/suppliers, gradually shifting procurement from imported to indigenous vendors in exchange for cost reduction without any quality compromise. However, we continue to selectively import inks and tips due to their superior quality over indigenous suppliers. The importance of each of the raw materials is discussed below: Plastic granules: This primary raw material in used in the preparation of the body and cap of the pen and refill. We use various types of plastic granules viz. polypropylene, high density polyethylene, polystyrene, styrene acrylonitrile copolymer (SAN) and poly carbonate (PC). Inks: Our water-based gel ink is imported from Korea and Japan and normal ink is sourced indigenously. Tips: Indian-made tips emerged as a preferred alternative to the imported variety, tip prices depending on their shape and configuration. Packaging materials: We have enhanced the safety and deliverability of our products through world-class packaging, using various grades of plastic, craft paper and cardboard. We experimented successfully with various packaging types like pet jars, acetate boxes, polybags, blisters, tumblers, dumbpin and cardboard box packaging. Moulds: We make the moulds in-house for manufacturing pens. This ensures that we are not dependent on expensive imported moulds. It also allows us to customise products to specific markets thereby increasing our reach. QUALITY CONTROL At Today’s, a strict quality control translated into world-class quality, reflected in our company’s growing international presence. As a quality process, every pen is checked for its conformance to internationally acceptable standards across tip, writing flow, leakage control and ink-tip co-ordination. We have employed comprehensive checks for moulded and assembled parts, developed in-house and outsourced. A quality control inspector ensures a complete check of goods prior to dispatch thereby reducing rate of rejections. MANPOWER PRESENT MANPOWER We currently have 190 employees and outsource more than 2,000 workers on a job work basis for assembly and other work.

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ADDITIONAL MANPOWER REQUIREMENT FOR 100% EOU PROJECT

UNIT DESIGNATION NUMBER OVERALL G.M. – Manufacturing 1

Head – Moulding 1 Shift sup- production 7 Shift sup – Q.C 7 Shift sup- Maintenance 4 Shift sup – Materials 3 Fitters 5 Helpers Production 30 Helpers – Maintenance 5 Helpers –Materials 10 Machine Operators 100

MOULDING UNIT – 48 M/CS 12 HR SHIFT

Head – Mould Maintenance 1 Shift sup 2 Machine operators 10 Polishers 3 Helpers 4

MOULD MAINTENANCE UNIT – 5 MC/S 12 HR SHIFT

Head – Printing 1 Shift Sup- Production 4 Shift Sup – Q.C. 4 Shift Sup- Maintenance 2 Shift Sup- Materials 2 Helpers – Production 15 Helpers –Maintenance 2 Helpers – Materials 2 Machine Operators 90

PRINTING/ STICKERING/ FOILING UNIT – 44M/CS- 12 HR SHIFT

Head- Assembling 1 Shift Sup- Production 4 Shift Sup- Q.C. 4 Shift Sup- Maintenance 2 Shift Sup – Materials 2 Helpers- Production 10 Helpers- Maintenance 2 Helpers Materials 2

ASSEMBLING & FINAL PACKING UNIT – 20 M/CS 12 HR SHIFT

Machine Operators 40 Head – Extrusion 1 Shift Sup- Production 2 Shift Sup- Q.C. 2 Shift Sup-Maintenance 1 Shift Sup- Materials 1 Helpers – Production 8 Helpers – Maintenance 1 Helpers – Materials 2 Machine Operators 25

EXTRUSION UNIT – 12 M/CS – 12 HR SHIFT

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UNIT DESIGNATION NUMBER Head- Refills 1 Shift Sup- Production 2 Shift Sup – Q.C. 2 Shift Sup- Maintenance 2 Shift Sup- Materials 2 Helpers – Production 10 Helpers – Maintenance 2 Helpers – Materials 2 Machine Operators 45

REFILL UNIT – 22 MC/S – 12 HR SHIFT

Head- Stores 1 Supervisors – Stores 4 Supervisors – Q.C. 2

STORES UNIT – 10 HR SHIFT

Helpers – Stores 10

Head – HRD & Admin 1 Supervisors – HRD 2 Supervisors – Payroll 1 Supervisors – Admin 2 Security 10

HRD & ADMIN – 10 HR SHIFT

Peons 5

Head – Purchase 1 PURCHASE – 10 HR SHIFT Supervisors – Purchase 3

UTILITIES Power Our company has received sanction for 500 KVA load of power supply from the Administration of Dadra and Nagar Haveli, U.T., Electricity Department, Silvassa, vide their letter no. 1-1(42)/ELE/2001/2088 dated 06/07/2005 We would require 3300 KVA load of power supply for the Export Oriented Unit being set-up Water The manufacturing process does not require water except for normal cleaning and consumption purposes. Water is available in plenty in and around the site. Environmental Aspects There are no harmful effluents generated in the production process. Products PENS Our company’s product line consists of Ball pens, Gel Ink Pens, Refills, Highlighters and Markers which are the Writing Instruments and used all over the world which are as described below: Ballpens : have a plastic body, that may consist of several component parts ranging from 2 to 10, depending on the complexity of the products and its design. The price of the product depends on the number of parts that make up the body of the pens, as also the design and the materials used. Ball pens use ink, which is oil based.

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Gel ink Pens: are similar, except that they use ink that is water based and in the form of a gel. It is more vibrant colourwise, and considered smoother to write with. However, it has a very short writing length and poor shelf life as compared to ball pens. Refills: Are simple extruded plastic tubes filled with ink and a metal tip fitted at one end. This is the most technology intensive part of the pen. The tip and ink are carefully balanced with each other to achieve the optimal mix of writing smoothness and ink lay down. Earlier, majority of the literate population used ball pens and now majority of the upper income individuals have shifted their preference to Gel Ink Pens. In the recent times in the domestic market, the demand for Gel Ink pens has increased manifold as compared to plastic Ball pens. There is great demand for Gel Pens due to their attractive shapes, sizes, colour, design and cheaper cost. The Ball pen and Refills are exclusively reserved for SSI units in India. However, for a 100% EOU there is no such restriction and Product can be manufactured without any capacity restrictions. Our company would enjoy lot of Benefits available to 100% EOU viz. Tax Exemption upto 01/04/2009, unrestricted and preferential treatment for Import against exports. To encourage the production and use of writing instruments, the Government of India has exempted it from excise duty. STATIONERY PRODUCTS The stationery and office supplies market is much bigger than the writing products market. To capitalize on the opportunities provided by this huge market, we have already started outsourcing stationery products and selling them in the local markets under “Today’s” brand name. A wide range of stationery products including Pencils, erasers, sharpners, scales, school note-books and a range of office stationery products is available under “Today’s” brand. Our company has from April 01, 2005 started selling all these stationery productus under “Today’s” brand name through our existing distribution network of 4,40,000 retail outlets all over India. MARKET India has a domestic market big enough to fully satisfy the production of the Indian writing instruments industry. This has provided us with a tremendous platform from which to launch out into the global markets. A fact noticed by global buyers, who are very keen to reduce their dependence on China for their supply of writing instruments. Even a 10% shift of their orders to India from China will mean an additional business turnover of Rs.500 crores crores p.a. for the Indian writing instruments industry. As economies of scale keep improving, our competitiveness will become even better. The size of the writing instruments industry in India is estimated at approximately Rs.1800 crores p.a. of which organized players account for approximately Rs.1300 crores to Rs.1400 crores p.a. The industry grew at approximately 15% p.a in 2004-05, largely driven by the growth in the organized sector where consumers are responding favourably to good quality, branding and extensive distribution networks of the larger players. Weaker players are being weeded out mainly in the unorganized sector due to rising raw material costs. The global buyers prefer the Indian products for their superior quality. Anti-dumping duty levied on Chinese Stationery imports into USA and Europe have already compensated for the lower Chinese prices, which are lower than Indian prices by 5% to 10%. The constraining factor in India has been production capacities, which is now getting corrected. The writing instruments industry in India is consciously building up their export volumes and capacities and targeting accelerated exports from India. An interesting observation on this industry is that the propensity to purchase increases exponentially with prosperity. In a developed country like the USA where a population of 3,000 lakhs accounts for sales of US$ 2.2 billion p.a. (or Rs.10,000 crores) of writing instruments. While in a country like India, 1.1 billion people buy a mere Rs.1,800 crores p.a. worth of pens. India’s per capita consumption of pens is 3.3 p.a.compared to global average per capita consumption of 30 pens p.a.

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COMPETITION Writing Instrument Industry is a close knit one, and there are only a handful of players. There are only two listed pen companies - Today's Writing Products Limited and Linc Pen & Plastics. The list of key players in the Indian market in the organized sector are Cello, Reynolds, Add Gel, Linc, Montex, Rotomac, Flair, Lexi and Stic. APPROACH TO MARKETING Our company has its own marketing channel and we sell our products through following channels Our company has 57 Super Distributors, 1,440 Distributors Wholesalers and about 4,40,000 retail outlets. Our company has also its team of salesmen, regional sales managers and general manager and they are responsible for achieving sales targets and other sales related functions like collection of orders, conduct of market surveys, appointment of new Distributors, to look after customer grievance etc. EXPORT POSSIBILITIES The global market for writing instruments is estimated to be over Rs 50,000 crores p.a. Yet, there are very few countries manufacturing pens in big quantity. Currently, China exports around Rs 5,000 crores p.a. worth of pens. India exports a mere Rs 200 crores p.a. With India gaining recognition as a quality supplier, especially as India is the second largest manufacturer of ball pen and gel-ink pen tips in the world and exports to all the major countries including China, Western buyers are increasingly preferring India to China. In line with this strategy, the Indian pen manufacturers are growing at a rapid pace internationally. We have a strong relationship with MonAmi, one of Korea’s leading writing instruments and stationery manufacturer. MonAmi is a shareholder of the company and has a technical collaboration agreement in place. Under this agreement, MonAmi will market our company’s products through its 330 distributors in over 140 countries. We also have a relationship with Style Asia Inc. New Jersey, to market our products in the United States. Style Asia Inc sells stationery and pens to a number of departmental stores and retail outlets all over USA. We also sell our pens to Poundland, UK a chain of over 150 departmental stores that sell FMCG and stationery products all priced at pound 1 per packet. Poundland is one of Europe’s fastest growing single price retailers which sells “Todays” branded pens through its chain of retail stores. Poundland plans to add 30 more departmental stores over one year. Poundland has allowed us to sell these pens under “Today’s” logo and retain “Today’s” logo and name on specially designed packaging. Poundland allowed us to do this for the first time for pen products because Poundland liked our design and products. We have also entered into a collaboration with J.L. Morison Son & Jones (Ceylon) Limited, Colombo, Sri Lanka, one of the largest distribution house in Srilanka, to manufacture and distribute Today’s products with our technical assistance throughout Srilanka under our “Today’s” brand. We have our own export department and will expand our activities as our production increases from our EOU project. We have exported pens to over 27 countries over past 5 years. We also plan to set up sales offices in HongKong, London, Dubai and on the East Coast and West Coast in USA over the next few months to promote our exports.

Manufacturing facility

Super Distributors

Distributors/Wholesalers

Retailers

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BUSINESS STRATEGY We manufacture and market plastic ball pens and gel pens under our brand “Today’s”. We are one of the few companies in India to design our own pens and have an exclusive arrangement with our promoter group company to make dies and moulds. This enables us to produce a large variety of plastic pens and gel pens in India. Our basic proposition is “value for money”, since our integrated business model gives us an edge in pricing.

Our business strategy is based on the following fundamental pillars:

Innovation: Our Company is constantly looking for innovation in product design, production, promotion and

advertisement. We are one of few companies in India with ability to design our own pens. With in-house R&D facilities and strong tool-room infrastructure we are able to produce around 40 varieties of pens every year.

• Volumes: We make products for the masses, therefore, volumes is a critical factor in the strategy. With the current infrastructure we manufacture 9.50 lakhs and outsource from our group companies 5.50 lakhs pens per day. This business model of manufacturing as well as outsourcing pens gives us an additional edge in the marketplace. We enjoy economies of scales which gives us cost advantage thereby enabling us to capture a greater market share in high volume – low value segment. It also enables us to make our presence being felt in the export market.

• Low Cost: We cater to price sensitive consumers. Our strength of mass manufacturing and technology innovation gives us low cost advantage. With this strategy, we have already captured Rs. 2, 3, 5 price point. We are now poised to develop our stranglehold in higher values pens segment. Our average realisation per pen has grown from Rs. 1.60 per pen in FY 2004 to Rs. 2.02 per pen in FY 2005 and Rs. 2.60 per pen in first six months of FY 2006

• Reach: We have an extensive marketing and distribution network in the pen industry, with a presence in over 440,000 retail outlets serviced by 1,440 distributors and 57 super distributors. In addition to this our products are very active in the wholesale markets. This distribution network provides it a substantial platform to extend its brand into the whole range of stationery products.

FUTURE PROSPECTS

OEM Supply We are in discussion with other leading global writing instruments’ brands to become an OEM supplier. Our collaborator, MonAmi will markets our output from the proposed EOU project through its distribution network that spans across 140 countries. We have entered into an arrangement with Style Asia Inc, New Jersey, to market our products in the United States. We have entered into a Memorandum of Understanding with JL Morrison, the largest distribution house in Srilanka, to part-manufacture and distribute Todays product in Srilanka. We also sell our pens to Poundland, UK a chain of over 150 departmental stores that sell FMCG and stationery products all priced at pound 1 per packet. This will leverage our expertise in mass manufacturing and will significantly impact our top line and bottom line.

Brand Extension We have already started outsourcing pencils, erasers, sharpners, scales and notebooks and sell these products through our existing distribution network in India under “Todays” brand since April, 2005. With our stationery project in place, we would be in a position to offer an entire bouquet of office supplies and stationery. We plan to cater to the vast needs of corporate office supplies in various segments:

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Technology products covering USB drives, pen drives, CD’s, printer cartridges and the like Paper products covering computer stationery, copier paper, fax rolls, writing pads, registers etc. Writing Instruments covering pens, pencils, markers, highlighters, refills etc Desk Essentials covering stapler, stapler pins, clips, rulers, cello tapes, brown tapes, adhesive glues, stamp pad

and the like Filing Supplies including organizers, files, folders etc Miscellaneous office supplies

The outsourcing strategy has been determined as the best way to optimize on our vast distribution network with the minimum amount of risk.

Global Brand Reconginition: With the implementation of our EOU project, our products would be available in the global markets. We plan to leverage on our existing networks in the global market. Our collaboration with MonAmi, Korea; Poundland, UK; Style Asia, USA; J.L.Morrison, SriLanka would help us to penetrate in the global markets. This would increase the visibility of our brand and increase our brand awareness and recognition. CAPACITY UTILISATION

We are using own machines and hired machines for production of pens. Normally, we use about 65 injection moulding machines. Installed Capacity Standard capacity Per Day per machine On

three shifts per day basis 19200 Pens Per day

Capacity Utilisation Capacity utilization almost 90 %( Per Machine)

17280 Pens per day

Actual pen production depends on product mix. Low cost pens with price points of Rs. 2 to Rs. 3 per pen use 2 to 3 components and need 2 to 3 moulds. We can manufacture these pens in high volumes. More expensive pens priced between Rs 5 to Rs.15 use 4 to 8 components and moulds. We can produce lower volumes of these pens per day. However sales value and profits are higher for such pens. INSURANCE We maintain insurance coverage on a yearly basis for all office premises and manufacturing units owned by us against fire, earthquake and related perils. Our Company also maintains marine insurance in case of any loss arising out of marine transactions. In relation to the policies taken outside India, contingencies such as property damage and machine breakdown are part of our industrial risk coverage and actual revenue loss due to business interruption is also covered. In addition we maintain transit insurance for transport by rail or by road of all incoming raw material and outgoing goods from outside India to within India.This transit insurance includes damages that may be caused due to contingencies such as inland transits, strikes, riots and civil commotions. We also maintain insurance against any claim that may be made against each of our directors and officers in their capacity as directors while acting in that capacity.

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PROPERTY Sr. No.

Details of property Nature of property Registration Term

1. Agreement for Sale between Shukhalabhai Kalibhai Halpati, Somliben Kalibhai Halpati (“Vendors”) and Shri Ramanlal Pranjivandas Shah (“Confirming Party”) and Today’s Witing Products Limited (“Purchaser”) on 17th February, 2001

Agricultural Land of survey no. 251/1 admeasuring 0 Hectare – 07 Acres situated at Village Dadra in the Union Territory of Dadra and Nagar Haveli

Duly Registered and Stamped

The Vendor shall execute the sale deed in favour of the Purchaser on receipt of permission by the Administration of Dadra and Nagar Haveli for sale, purchase and non-agriculture for the said land to the Vendors, Confirming Party and the Purchaser.

2. Deed of Sale between Shri Kaushil Gevarchand Shah (“Vendor”) and Today’s Writing Products Limited (“Purchaser”) on 5th December, 2001

All piece of the Industrial non-agricultural land admeasuring 6200.00 Sq. Mtrs. bearing survey no. 245/2 situated at village Dadra of sub-district and registration district of Silvassa of Union Territory of Dadra and Nagar Haveli and bounded as follows: On or toward the North:-Land bearing survey no. 245/4 On or towards the South:-Land bearing survey no. 245/4, 245/3 & 250 On towards the East:- Internal Road & Land bearing survey no. 245/4 On or towards the West:-Land bearing survey no. 245/1 & 251/2

Duly Registered and Stamped (Stamp duty of Rs. 18600/-)

-

3. Sale Deed between Shri Yeshwant R. Shah, Shri Seventilal R. Shah and Shri Shri Mahendra R. Shah (“Vendors”) and Today’s Writing Products Limited (“Purchaser”) on 22nd April 1999

All the piece and parcel of non-agricultural land admeasuring 0 Hectares 32 Acres bearing Sr. No. 251/2/1 situated at village Dadra in the Union Territory of Dadra and Nagra Haveli. Boundaries of survey no: On or towards North-survey no. 251/1

Duly Registered and Stamped (Stamp duty of Rs. 6,400/-)

-

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On or towards South-survey no. 251/2/2 On or towards East-survey no. 250 On or towards West-survey no. 252

4. Sale Deed between Today’s Writing Instruments Private Limited (“Vendor”) and Today’s Writing Products Limited (“Purchaser”) on 8th March, 1996

All that piece of non-agricultural land bearing revenue survey no. 251/2/2 admeasuring 1700 Sq. Mtrs situated at village Dadra of Union Territory of Dadra and Nagar Haveli alongwith reconstruction permission no. RD/LND/CF/FB/7868/95 dated 27/12/1995 for construction of factory building over land bearing survey no. 251/2/2 of village Dadra Property bounded as follows: On or towards the East-By boundary of survey no. 250 On or towards the West- By public road On or towards the North- By boundary of survey no. 251/2 On or towards the South- By boundary of survey no. 250

Duly Registered and Stamped (Stamp duty of Rs. 5000/-)

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5. Agreement for Sale between M/s. K. Anantharam & Associates (“Transferor”) and Today’s Writing Products Limited (“Transferees”) on 11th September, 1996

All that premises being flat no. 1 on the ground floor in the building ‘Lamp Light’ of Lamp Light Co-operative Housing Society Limited admeasuring 540 Sq. feet and including use of 240 Sq. feet garden area (including five fully paid up share bearing Share Certificates Nos. 1 to 5 vide certificates no. 1 of the face value of Rs. 50/- each of the society)

Duly Registered and Stamped (Stamp Duty of Rs. 1,60,000)

-

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situated at plot no. 6 , of plot no. 5, C.S.T. No. 70 of Juhu; 287 of Vile Parle, N.S. Road no. 9 Extension, J.V.P.D. Scheme, Mumbai – 400 049

6. Agreement for Sale between M/s. Prime Developers (Promoters) and Today’s Writing Products Limited (Purchasers) on 12th November, 2001

Premises office no. 20170205 admeasuring 2136.05 Sq. mtrs 198.43 Sq. mtrs on the second floor of the building known as Hari Om Chambers

Duly Stamped and Registered

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7. Letter of Consent by M/s. Jajodia Mercantile Co to Today’s Writing Products Limited to use office premises rent free with effect from 11th July, 2005

Premises at 13, Brabourne Road, 4th Floor, Calcutta – 700 001 admeasuring 100 Sq. ft.

-

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Purchase of property Our company has obtained the permission for establishing new undertaking at Survey No. 245/2, Village Dadra, Union Territory of Dadra and Nagar Haveli for the manufacture of plastic body ball point pen, plastic body ball point pen parts from the Government of India, Office of the Development Commissioner, SEEPZ Special Economic Zone, Ministry of Commerce and Industry, Andheri (East), Mumbai, vide their letter no. PER:SEEPZ:IA(II):27(2005)/47/2005-06 dated October 18, 2005. Key Industry Regulations The Writing Instruments manufacturing industry in India is reserved for the small-scale sector. Faced with quantitative restrictions on the investments in plant and machinery, the industry is facing difficulties in upgrading its machinery & technologies which are essential for competing with international players in global market. Recently the government has enhanced the quantitative restriction in the investment in plant and machinery which is a good for the industry although it is not sufficient for rapid growth of the industry. Small scale sector regulations have restricted development of technologically superior products and also restricted economies of scale in operations.

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REGULATIONS AND POLICIES

The Government of India considers it necessary to provide supportive measures, exemption or other favourable treatment to the small scale industries to enable them to maintain their viability and strength so as to be effective. The small-scale sector comprising of small scale and ancillary industrial undertakings promotes in a harmonious manner the industrial economy of the country and eases the problem of unemployment. The small-scale units are further categorised as Tiny enterprises, Export Oriented Units, Small Scale Service and Business Enterprise and Women Enterprises. The laws and regulations applicable to our Company and our proposed project are as follows:

Industries (Development and Regulation) Act, 1951 (IDR)

Requirements to be complied with by an industrial undertaking for being regarded as small scale industrial undertaking – • An industrial undertaking in which the investment in fixed assets in plant and machinery whether held on ownership

terms or on lease or by hire purchase does not exceed Rs. 5 crores • IDR Act provides for statutory reservation of certain items for exclusive production and manufacturing in the small-

scale sector. 75 such items are reserved for exclusive manufacture in the SSI Sector, which includes Stationery Items. The item included within the purview of Stationery Items are: -Writing inks & fountain pen inks -Ballpoint pens -Fountain pens -Pen nibs -Components of Fountain Pens and Ball Pens excluding metallic tips -Pencils -Hand Stapling Machine -Paper Pins -Carbon Paper -Typewriter Ribbon for mechanical type writer -Hand numbering machines -Pencil sharpeners -Pen holders

Policy initiatives of the Government of India on SSI Sector in 2003-2004. (Source: www.ssi.nic.in)

• Selective enhancement of investment in plant and machinery from Rs. 1 crore to Rs. 5 crore carried out in respect of

aforementioned items in stationery sector • The Union Budget 2003-04 announced that banks would give credit to SSI sector within an interest rate band of 2 %

above and below their prime lending rates. All public sector banks have adopted this norm. • The composite loan limit for SSI units has been enchanced from Rs. 25 lakhs to 50 lakhs

• In its mid term review of monetary and credit policy 2003-04, the RBI announced that banks may enhance the limit

of dispensation of collateral requirement for loans from existing Rs. 15 lakhs to Rs. 25 lakhs on the basis of good track record and financial position of the units

• The lower limit of Rs. 5 lakh on loans covered under Credit Guarantee Scheme has been removed. All loans upto

Rs. 25 lakh made eligible for guarantee cover under the Credit Guarantee Scheme • 417 SSI specialized bank branches have been made operational throughout the country

• 60 clusters were identified in the first phase (July, 2003) for focussed development, by including their credit

requirements in the respective State Credit Plans

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• Setting up of a Small and Medium Enterprise (SME) Fund of Rs. 10,000 crore under SIDBI, to address the problem of inadequacy of financial resources at highly competitive rates for small scale sector

• Laghu Udyami Credit Card scheme libralised with enhanced credit limit of Rs. 10 lakh for borrowers with

satisfactory track records • Banks have been advised to develop schemes to encourage investment by SSI units in technology up-gradation.

Government of India has also introduced the scheme of Credit Linked Capital Subsidy for the up-gradation of the Small Scale Industries.

Foreign Direct Investment A foreign entity/investor can participate to the extent of 24% in the equity capital of a SSI unit. If the equity goes beyond 24%, the industrial unit loses its SSI status. There is no restriction on the extent of equity that can be held by a Non-resident Indian (NRI) as an individual/partner in a SSI unit. Investors need to file an application with the Reserve Bank of India (RBI) in the prescribed format and approval is ordinarily granted within 15 days. For foreign investment outside the automatic route, clearance has to be obtained from Foreign Investment Promotion Board (FIPB). Export Oriented Unit As per the policy of Union of India with respect to EOUs, application to set up the same shall be made to the Development Commissioner of Special Economic Zone. After submitting the application form and if every thing is in order, Letter of Permission is issued by the Zone Administration within 2 weeks after interview of the promoter by the Approval Committee. A Green Card may be issued to the unit by the Zone Administration on request. After the approval from the Development Commissioner concerned, the manufacturing and other activities have to be undertaken under customs bond for which formal application is to be made to the jurisdictional Assistant Commissioner/ Deputy Commissioner of the Customs/ Central Excise for issuance of a Private Custom Bonded Warehouse Licence under section 58 and 65 of the Customs Act, 1962. After verification of the premises and relevant documents, the requisite licence under section 58 and 65 of the Customs Act will be issued by the Assistant Commissioner/ Deputy Commissioner Customs/ Central Excise on priority basis. Export Promotion Council The Export Promotion Council for EOUs and SEZ Units (EPCES) has been set- up to service the export promotional needs of 100% Export Oriented Units (EOUs), Special Economic Zone (SEZ) Units and Agri Economic Zones in the country. EPCES represents EOU/SEZ Sector, which has over 2300 EOU Units, spreading all over the country. The main activities of the Council include disbursement of Market Development Assistance to EOU Units, helping Government to formulate policies on EOUs by providing feedback and suggestion from EOU participation in Trade Fairs/Exhibition in India & abroad, interacting with various state Governments on State related issues, organising Open Houses/Seminars at different places in the country before and after the announcement of the EXIM Policy and Union Budget, taking up EOUs units issues/ problems/ suggestions with the Director General of Foreign Trade, Ministries of Commerce, Finance, CBEC, CBDT, RBI and State Governments etc., informing members about latest developments and changes in the National and International Trade Scenario, publishing monthly bulletin indicating marketing strategies, international scene, latest provisions & procedures relating to Export-Import, Customs & Excise, investment opportunities etc. Factories Act, 1948 The Factories Act, 1948 (the “Factories Act”) is a comprehensive piece of legislation covering all aspects relating to factories including approval, licensing and registration of factories; the inspecting authorities under the Act; health, safety, welfare, working hours, employment of adults and young children, annual leave and penalties. Under the rule-making power practically all the States have framed their rules and regulations thereby ensuring the maximum advantages to labour. In brief, Factories Act is an act to consolidate and amend the law regulating labour in factories.

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Labour laws A brief of the main labour laws applicable to our Company, among others is provided as under:

i. Industrial Disputes Act, 1947

The Industrial Disputes Act, 1947 (“IDA”) is the key statue governing the relationship between the Employer and the Employee (termed as the “Workmen”). It sets out the legal framework for managing the employer – employee relationship as well as the mechanism for dispute resolution. It further prescribes legal remedies available to the workmen for addressing their grievances. In brief, IDA is an act to make provision for the investigation and settlement of industrial disputes. IDA is applicable to all the “workmen” of any “industry” Section 2(j) of the IDA defines an “Industry” inter alia, as any business, trade, undertaking, manufacture or calling of employers and includes any calling, service, employment, handicraft, or industrial occupation or avocation of workman. Section 2(s) of the IDA defines inter alia, a “Workman” as any person employed in any industry to do any manual, unskilled, skilled, technical, operational, clerical or supervisory work. This definition, however, excludes the persons employed in a managerial or administrative capacity.

ii. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (the “PF Act”) stipulates that all employees are eligible for provident fund benefits. The employer is responsible for:

• Deducing certain percentage of salary paid to the employee (employee’s contribution) • Arranging employer’s contribution. • Depositing both employee’s contribution as well as employer’s contribution to the designated PF Trust

account. Environment Regulation There are three major statutes in India, which seek to regulate and protect the environment against pollution related activities in India, namely the Water (Prevention and Control of Pollution) Act 1974 (“Water Pollution Act”), the Air (Prevention and Control of Pollution) Act, 1981 (“Air Pollution Act”) and the Environment Protection Act, 1986 (“Environment Act”). Air Pollution Act was enacted to prevent, control and abate air pollution. The Central and State Boards constituted under the Water Pollution has been assigned to perform the functions under the Air Pollution Act as well. This Act, inter alia, stipulates that no person shall, without the previous consent of the State Board, establish or operate any industrial plant in an air pollution control area. The Environment Act has been enacted to protect and improve the environment. This Act empowers the Central Government to make rules for various purposes including prescribing the standards of quality of air, water or soil for various areas and purposes; and prescribing the maximum allowable limits of concentration of various environmental pollutants for different areas. Laws relating to customs, sales tax, value added tax, service tax are applicable to us.

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HISTORY AND OTHER CORPORATE MATTERS History and Background of Our Company: Our Company was incorporated as Creative Stationo Private Limited on April 29, 1992 under the Companies Act, 1956. The name of our Company was changed to Today’s Writing Products Private Limited w.e.f. September, 27 1995. Subsequently our Company became a Public Limited Company by the name Today’s Writing Products Limited w.e.f. October 06, 1995 and received a fresh Certificate of Incorporation. Our company came up with its first Public issue on April 15, 1996 by issuing 45,05,400 Equity shares of Rs. 10/- each for cash at par out of which 20,05,400 issued to promoter as a firm allotment and 25,00,000 shares offered to Public. Since then our company has been known throughout the country by its brand name “Todays”.

Our Company is a writing instruments manufacturing company engaged in the manufacturing and marketing of ballpens, refills and outsourcing and marketing of other stationery items. The brand “Todays” of our Company is manufacturing and marketing its products, is enjoying good market share and is one of the leading brands in the industry. Over the years the brand has developed into a household name with strong association with technology and innovation.

Our Company is promoted by Mr. Rajesh Kumar Drolia and Mrs. Anita R. Drolia. The promoters of our company have vast experience in the field of manufacturing, trading and exports of ballpens, refills and other stationery items. Presently Mr. Rajesh Kumar Drolia is the Chairman & Managing Director of our Company. His leadership has led to improved systems of manufacturing and financial management and investments in the target area. He has taken initiatives towards strategic development of our business under “Today’s” brand. His main strength and ability is to innovate and bring in new designs, models and concepts suitable for every segment in the market. His out-of-box thinking has led to many successes in the writing instruments industry such as the stepny pen(one pen with two refills), Khusboowalla pen,Thixo Fluid Ink Pen, that wrote like a gel pen and wrote as long as the longest writing pen”, Liquid Express with low viscosity, free flowing ink to give stress free writing.” His marketing strategy has built a strong distribution network of 4,40,000 retail outlets for our Company. His innovative advertisement and promotional campaigns have led to “Today’s” becoming one of the well recognized brands in this industry. Over the last few years, TWPL has undergone a change from being a high value player to being a low value, mass manufacturer of pens. Due to the non-performance of the climate control pen in FY02, our Company lost its edge in the high value market. In order to regain market share our Company shifted its focus from the relatively high value segment to the mass volume, low price segment. Thus average realisation per unit dropped from Rs.3 in FY02 to Rs.2.02 in FY05, but higher volumes compensated the same. Going forward however, per unit realisation is likely to improve as our Company moves up the value chain by shifting the product mix in favour of higher value pens and by diversifying into related higher value stationery items such as markers, compass boxes and gift articles. During the six months period ended 30/09/2005 our average realization per pen improved to Rs.2.60/- per pen. Milestones Achieved

Date Event 1992 Incorporated as a Private Limited Company in the name and style of Creative

Stationo Products Pvt. Ltd. 1995 • The Name of our company changed - Today’s Writing Products Limited.

• Various products in economy and premium range launched and well accepted in the market.

• In the very first year of operation company made a Net profit. 1996 • Company went public by issuing 25,00,000 equity shares at par which were over

subscribed by almost 2.5 times. The Shares of our company are listed on 6 stock exchanges.

• The blockbuster brand - Khushboowala Zee pen, was launched, which considerably improved our company’s brand image in domestic and international market.

1996-1997 The Turnover of our company crossed Rs. 2500 lakhs.

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Date Event

1998 to 1999 A series of marketing and promotional events have led to a manifold increase in our distribtution network from 50,000 retail outlets to 3,00,000 retail outlets. These include: • A slogan created to encourage the Indian Cricket team during the World Cup

Cricket in England, 1999(Jeetna Hai Today). • Percussionist Sivamani lent additional zeal to the dhamaka • Celebrity endorsement for product and merchandising at various times.

− Generated extensive brand equity amongst trade and immense visibility among the consumers

− Salman Khan, Hrithik Roshan, Raima Sen, Preeti Jhangiani • Sponsorship of Mumbai Cricket team with Sachin Tendulkar, Vinod Kambli, Ajit

Agarkar and others 2000 • The Turnover of our company crossed Rs. 5000 lakhs.

• Ball pens & Refills production crossed 10 lakhs pieces per day. • Merger with Profit making Today’s Writing Instruments Ltd. successfully

completed. 2001 • The Turnover of our company crossed Rs. 7500 lakhs

• Retail market penetration reached to more than 4,00,000 outlets. 2002

• Expansion programme of achieving 15 lakhs pens per day successfully completed.

• Signing of the MonAmi Agreement. In September 2002, MonAmi, one of Korea’s leading writing instruments and stationery company signed a far sighted collaboration agreement with our company.

• Preferrential allotment of equity shares made to MonAmi, Korea • MonAmi to market Today’s products through their world wide distribution

network of 330 distributors in 140 countries. • Launch of the Gel Pens at Rs.5/- price point which was a major breakthrough in

the gel pen market which was normally priced at Rs. 10/- and above and good acceptance of the same in the market.

2003 Entered into an arrangement with Poundland with 150 retail outlets all across UK. They have 10 lakhs visitors a week in their stores. Pens in their stores are sold under “Today’s” brand name.

2005 • Started stationery business by outsourcing pencils, erasers, scales, notebooks and selling through our existing distribution network.

• Entered into an Agreement with JL Morrison for marketing our products under our brand name in SriLanka.

• Entered into an arrangement with Style Asia Inc., New Jersey, for marketing pens in departmental stores throughout USA.

• Preferential Allotment of 8,44,400 equity shares made to Bennett, Coleman & Co. Ltd. at a price of Rs. 82.90 per share.

Changes in Registered Office of our Company

The table below shows the changes in the Registered Office since incorporation:

Previous Address New Address Reasons for Change in Office

Date of Change

104/3,Demni Road, Dadra, Dadra & Nagar Haveli (U.T.) - 396 230

Survey No. 251/2, Valsad Falia, Near Jain Temple, Dadra – 396 191 Dadra & Nagar Haveli (U.T.)

For expansion of our Company’s Activities.

May 12, 1997- vide an AGM

The requisite Form 18 for the shifting of the Registered Office was duly filed with the Registrar of Companies, Gujarat, Dadra & Nagar Haveli

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MAIN OBJECT OF OUR COMPANY The main objects of our company are as follows: (As set out in the Memorandum and Articles of Association of our company) To carry on business as manufacturers Assemblers, Makers, Buyers, Sellers, Resellers, Importers, Exporters, Distributors, Suppliers, Stockists, Agents, Merchants of and dealers in all kinds of writing instruments and stationery products such as Pens, Ball Pens, Pencils, Registers, Files, Clips, Pins, Refills, and all other allied and related articles or things including its components, Raw Materials and Assembly.Our Company was incorporated under the name of “Creative Stationo Private Limited” pursuant to a Certificate of Incorporation No. 54-00041 dated April 29, 1992 issued by the Registrar of Companies, Gujarat. The object clause of the Memorandum of Association of our Company enables us to undertake activities for which funds are being raised in this Issue. The existing activities of our Company are in accordance with the object clause of our Memorandum of Association. OUR CORPORATE STRUCTURE

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Shareholders agreements Details Share Subscription Agreement between the Bennett Coleman and Company

Limited (“BCCL”) and Today’s Writing Products Limited (“Company”) and Promoters of the Company

Term The agreement was entered into on 24th June, 2005 Main Provisions BCCL agrees to subscribe and the Company shall and the Promoters shall cause

the Company to issue and allot 8,44,400 shares (“subscription shares”) constituting 6.58% of the post preferential issue capital of the Company, on closing date, at a price of Rs. 82.90 per share aggregating to Rs. 7,00,00,760 (“Consideration”) The Agreement is subject to following conditions (conditions precedent):

- Board of Directors of the Company approving the issue and allotment in terms of the Agreement

- Compliance of provisions of Chapter XIII of DIP Guidelines - Compliance of provisions of the listing agreement with BSE, NSE, VSE,

CSE, ASE, DSE etc - On or prior to closing date, the Company shall have obtained “in-

principle” approval from each of the stock exchanges where listed with respect to the listing of subscription shares

- Approval by shareholders of the Company under sec 81(1A) of the Companies Act, 1956

- Increase of authorized capital of the Company to enable it to issue subscription shares to BCCL

Subject to lock-in, BCCL shall have the right to sell the subscription shares, in whole or part, to a third party or on the stock exchange, where the shares are listed In the event where BCCL proposes to sell the subscription shares, upon receipt of notice from BCCL by the Promoters regarding the same, the Promoters shall have the irrevocable and exclusive right to buy all or part of the same shares. Such right must be exercised within 5 business days from the notice, in case of proposed sale on stock exchange or 21 days from the notice, in case of negotiated deal from the notice BCCL shall have the right to sell 5000 subscription shares in any week without offering the same to the Promoters provided not more than 50,000 subscription shares shall be sold over 6 months period commencing from July 1 every year

Restrictive Covenants Subscription shares allotted to BCCL shall be subject to lock in in manner provided below: 1. 2,41, 250 subscription shares – From the closing date till the first anniversary

of the closing date 2. 3,61,900 subscription shares – From the closing date till the second

anniversary of the closing date 3. 2,41,250 subscription shares – From the closing date till the third anniversary

of the closing date The Promoters and the Company agree to indemnify and hold harmless BCCL against all losses, liabilities, expenses etc incurred by BCCL arising out of breach of representation, warranty, covenants, agreements made by the Promoters or the Company. BCCL also agrees to indemnify the Promoters and the Company in the same manner for any breach as mentioned aforesaid

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In case of any dispute between the parties which cannot be amicably settled within 30 days shall be referred to Arbitration to be held in Delhi. The Agreement shall be subject to the exclusive jurisdiction of the Courts in New Delhi

Termination The Agreement may be terminated by either party if the conditions precedent as mentioned above are not satisfied or waived

The Non-Defaulting party may terminate the Agreement in case of breach or failure of warranty, representations, obligations etc which have not been cured/remedied by Defaulting party within 60 days of the notice of such breach by the Non-Defaulting party

If performance of the Agreement is prevented by force majeure, either party may terminate the Agreement if the parties are unable to arrive at a mutually acceptable solution within 30 days of commencement of discussions for the same.

Other agreements 1. Details Assignment of Interest (“AOI”) between Mr. Rajesh Drolia (“RDrolia”),

MonAmi Co Limited (“MA”) and Today’s Writing Products Limited (“TWPL” or “Company”)

Term The terms of the AOI dated September 9, 2002 shall come into force from the Effective date (when the parties execute the AOI) and remain in full force and effect in perpetuity or until MA shareholders sell off their shareholdings in the Company as provided in the AOI. The AOI shall be a fully effective contract when subscription due are deposited by MA in the manner provided

Main provisions • The parties desire to establish and develop a long term business alliance in

India between the established strengths of the Company in the writing instruments industry and the world renowned heritage and strengths of the MA Group and also to fully utilize the assets of the Company to further strengthen its business potential and cause to grow in turnover and profitability

• Closing shall take place at the registered office of the Company immediately after execution of the AOI

• On closing - The Board of Directors shall secure that appropriate resolutions shall be

passed at a general meeting MA shall subscribe for 3,290,000 shares of the Company of face value of Rs. 10/- each at a premium of Rs. 17/- each at a total price of Rs. 27/- per share in the manner provided therein amounting to a total investment of USD 1,812,857/- The Company shall issue warrants

- RDrolia is entitled to apply for 1,000,000 equity shares of the Company at a face value of Rs. 10/- each at a price of Rs. 27/- and

- MA is entitled to apply for 310,000 equity shares of a face value of Rs. 10/- each at a price of Rs. 27/-

within 12 months of such issue. It is subject to the provision that warrants being issued to MA for maintaining their shareholding at 24% shall be exercised subsequent to RDrolia to exercising his warrants. The option to be exercised at one time in full or part.

• The Company and MA shall enter into a Trade Mark License and Registered User AOI which includes all the trade mark rights that are held by MA with regard to manufacture of products. MA shall also grant to the Company a royalty free exclusive right and license (sole licensed registered user in India) to use MA trade mark in respect of trade mark named in AOI

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• TWPL’s sale of products as the brand name of MA to other international markets outside India is restricted unless TWPL obtains a prior written approval of MA. Some products may carry only “MonAmi” brand, some only “Today’s” brand and some “Today’s MonAmi” brand

• MA shall supply requirements as to moulds and equipments at a price of cost plus 5% to cover other costs

• MA and the Company shall also enter into an AOI for purchase and supply of capital goods by which capital goods of specified description with a one year’s supplier’s credit warranty at an interest equal to the prime rate of USA for total value of USD 300,000 per annum will be supplied. The credit facility will be available every year for 3 years

• MA will endeavour to carry TWPL’s products when MA enters a new country subject to quality standards Technical Know-how

• MA and the Company shall enter into a Deed of License of Technical Know-how by which MA shall transfer to the Company technical know-how in respect of manufacture of the products as agreed between the parties in writing.

• Such aforesaid grant and transfer shall be a one time grant for a lump sum consideration of USD 940,000 in the manner provided therein. RDrolia shall be personally liable for such consideration in case of failure to obtain approvals in respect of such consideration

• The Company shall be the exclusive licensee of the same and with regard to all rights, benefits and privileges therein including right to use without without payment of royalty on any improvement made by MA from time to time

• On signing of AOI, MA shall be in a position to transfer its moulds for manufacture of Gel Pen and Colour Gel models to India as well as other available moulds subject to conditions as agreed upon

• MA and the Company shall work jointly on future research and development projects for new processes and products. Trial production may be progressed by either party at the other’s facilities

• MA shall assist TWPL in quality control by placing technical staff of MA at TWPL’s facilities. Further MA shall furnish all know-how, technology, experience, expertise so as to attain international repute

• The AOI shall be governed by the laws of India and any dispute arising shall be settled under rules of Conciliation and Arbitration under the International Chamber of Commerce to be held in Singapore

Restrictive covenants

• “M”( new shares of Rs.10/- in the share capital of the company issued to MA) Shareholders shall not at any time whilst “MA” is a holder of any shares in the Company and for a period of 1 year after the date of expiry or termination of the AOI, engage in business competitive with that of the Company in India or entice, discourage from dealing with the Company any person who was at any time during the period of one year preceeding the effective date a manufacturer, supplier, customer, client of the Company

• During the currency of this AOI or any of the related AOIs and any extension thereof, RDrolia or any of his nominees shall have the right of first refusal in respect of sale of of the shares of the Company issued to MA (“M” Shareholder) in pursuance of the AOI in the manner provided therein

• “M” Shareholder shall not be eligible to transfer any of their shares for a period of 5 years from the date of signing of the AOI.

• A Deed of Adherence shall be entered into with a person before he is registered as a shareholder of the Company to observe, perform and be bound by all the terms of the AOI.

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• MA Shareholders shall not lease, transfer, sell or otherwise dispose of M shares and/or undertaking except within their own group or legal or beneficial interest or enter into any AOI or arrangement in respect of the votes attached to M shares or seek from the company transfer of Shares from the M shareholders in favour of any third party or do anything or omit to do anything that prejudices the rights of RDrolia and/or Company. RDrolia and/or Company shall not do anything that inflicts he rights of M shareholders.

• None of the parties shall assign any of their rights or obligations without prior written consent of the other parties

Consideration MA shall subscribe for 3,290,000 shares of the Company of face value of Rs. 10/- each at a premium of Rs. 17/- each at a total price of Rs. 27/- per share in the manner provided therein amounting to a total investment of USD 1,812,857/-

Termination • In case “M” Shareholders propose to sell/transfer the “M” shares, shall express its intention/offer to RDrolia and its nominees in writing within 60 days after notification to which approval or denial to the offer shall be expressed within 60 days after the offer. Shares of MA shall be valued at 75% of the market price ruling at the time MA first makes its offer to sell in writing

• In case of deadlock over a continuous period of 6 months, attempts shall be made to resolve the same through mediation and if the deadlock continues for a further period of 30 days, RDrolia will have the right within 30 days thereafter to either purchase the entire shareholding of the remaining “M” Shareholders as provided therein or may seek other remedies available in law

• Company’s rights and MA’s obligations regarding license of technical know-how shall terminate immediately on expiry or termination of the AOI

Amendment to the Assignment of Interest on 30th September, 2003 • All the parties agreed to amend the AOI with the 1st investment – completed part (USD 877,357 and technical fees

of USD 455,000) to prevent uncertainty and occurrence of problems • MA shall subscribe for 1,560,000 “M” shares (Instead of 3,290,000 “M” shares) of face value of Rs. 10/- at a

premium of Rs. 17/- each at a total price of Rs 27/- each. Thus the total amount of investment shall be USD 877,357 (Instead of USD 1,812,857)

• The Company may at any time as it deems fit enhance the share capital of the Company through either public issue of new equity shares or rights issue of new equity shares or preferential issue of new equity shares to any individual and/or corporate body and/or institution and/or overseas corporate body

• MA and the Company shall enter into a Deed of License of Technical Know-how whereby MA shall grant and transfer required technical know-how in respect of manufacture of products agreed between upon for a lump sum consideration of USD 455,000 (instead of USD 940,000). In case of failure to obtain approvals from RBI or any other authority with respect to the consideration, RDrolia shall be personally liable in that respect.

2. Details Deed of License of Technical know-How between MonAmi Co Limited (“Licensor”) and

Today’s Writing Products Limited (“Licensee”) Term The License, made effective on 12th September, 2002, shall be valid for a period of 10 years

and shall be automatically renewed for a further period of 10 years at the option of Licensee Main Provisions • The Licensor has agreed to grant the exclusive license to use know-how unto the

Licensee in relation to the products mentioned in the Deed therein • The Licensor has also agreed to disclose, supply and make available know-how

relating to the manufacture and processing of the said products and to render technical advise, assistance and services in connection therewith

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• The Licensor shall impart, disclose and make available the know-how to the Licensee for manufacture, sale, distribution of the said products in India and outside India as may be agreed in writing between the Parties

• The Licensor shall make available competent technical personnel to assist and train the technical personnel of the Licensee in India for such period as may be agreed in writing between the Parties subject to any requisite approval

• Following is the list of products in respect of which the Licensor has agreed to grant exclusive use of know-how:

- Colour Gel - Gel Pen - Clique Jeller - Includes all kinds of roller pens

Restrictive Covenants

The Licensor shall not during existence of the License invest in companies in India engaged in activities/fields similar/allied to those of the Licensee

Consideration The Licensee, in consideration for full and exclusive benefits and all rights and privileges and advantages appertaining thereto including right to take all proceedings as may be necessary for recovery of damages or other relief for infringement of know-how, shall pay a sum of USD 940,000 to the Licensor

Termination The License may be terminated by mutual consent any time during the currency 3. Details Memorandum of Understanding between Today’s Writing Products Limited and J.L. Morison

Son & Jones (Ceylon) Limited, Colombo, Sri Lanka Term The MOU was entered into on 11th January, 2005 and the arrangement is to be valid for 3

years and is renewable by mutual consent Main Provisions • The parties agree to collaborate to jointly accomplish completion of manufacturing

process of “Today’s” pens for sale in Sri Lanka • First party agrees to sell at agreed prices the components necessary for such

completion to second party • Any liability arising out of subsequent acts of second party will be borne by the

second party • Technical assistance in respect of assembling by way of manpower for training

personnel in Sri Lanka shall be provided by the first party • First party shall be the absolute owner of “Today’s” brand in Sri Lanka and the

second party shall register the brand in name of the first party • Export of components or complete pens of “Today’s” brand or any other brand,

supplied by the first party, to any other country will be by mutual consent Restrictive covenants

• Export of pens to Sri Lanka by the first party under “Today’s” brand shall be routed through second party. Any products/instruments besides writing instruments may be exported by the first party without consent/restrictions of the second party except for sale of pens to the existing customer of the first party

• Imports of writing instruments from India for processing/finished pens by second party shall be from the first party only

• The first party shall give the second party the right of refusal to be exercised within 30 days in case of first party having a joint collaboration in Sri Lanka for manufacture and/or process of its pens

• In respect of any dispute between the parties, the same shall be referred to courts in Mumbai

• The MOU is to be replaceed by an official agreement within 6 months of signing the MOU

Termination Either party has right to terminate the MOU by giving 3 months notice in writing

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OUR MANAGEMENT BOARD OF DIRECTORS

Name, Designation, Age, Address and

Occupation of the Directors Appointment in our company

and the date of expiration of the current term of office.

Other Directorships

Mr. Rajesh Kumar Drolia Chairman & Managing Directors Age: 45 years Juhu Tara Road, Flat No. 203, Beach Haven II, Santacruz- ( W), Mumbai – 54 Occupation: Business

Since Inception. Liable to retire by rotation.

M/s. Jai Durga Engineering Company

Mr. Arun Kumar Beswal Whole Time Director Age: 53 years BL –I, Vinayak Height, Kailashpuri, Malad- (E), Mumbai Occupation: Professional

Appointed On October 10, 1995. Reappointed on December 10, 1997. Liable to retire by rotation.

Genuine Services Pvt Ltd Pushpak Marktrade Pvt Ltd.

Mr. Mukesh Gupta Director Age: 48 years 62 A & B, Ist Floor, Rani Jhansi Marg, New Delhi. Occupation: Professional

Appointed On February 17, 1999. Liable to retire by rotation.

Success Pen Impex Pvt Ltd. Helios Trade Links Pvt. Ltd.

Mr. Ronald Netto Director Age: 44 years 19/4, Marigold Bldg, Kalina Church Road, Santracruz (E), Mumbai – 400 029. Occupation: Professional

Appointed On March 8, 2002. Liable to retire by rotation.

NIL

Mr. Rahul Gupta Director Age: 43 years Geleki, Ground Floor, ONGC Complex, Bandra Reclamation, Bandra (W), Mumbai Occupation: Professional

Appointed On March 8, 2002. Liable to retire by rotation.

By Design (India) Pvt Ltd

Mr. Parag Sanghavi Director Age: 36 years 2203, Windsor Tower, Shastri Nagar, Near Lokhandwala, Andheri (W), Mumbai- 53 Occupation: Professional

Appointed On August 16, 2004. Liable to retire by rotation.

K Sera Sera Productions Ltd. Twenty Twenty Television Company Limited.

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BRIEF BIOGRAPHY OF OUR DIRECTORS Mr. Rajesh Kumar Drolia (Chairman & Managing Director) Mr. Rajesh Kumar Drolia, (45 years) is a commerce graduate, and a self-made dynamic entrepreneur having 22 years experience in writing instruments industry. He looks after the overall day-to-day activities of our Company. His main strength is his ability to innovate and create new designs, models and concepts eminently sellable across several segments of the market. Under his leadership, our Company has achieved tremendous growth. His leadership has led to improved systems of manufacturing and financial management and investments in the target area. He has taken initiatives towards strategic development of our business under “Today’s” brand. His main strength and ability is to innovate and bring in new designs, models and concepts suitable for every segment in the market. His out-of-box thinking has led to many successes in the writing instruments industry such as the stepny pen(one pen with two refills), Khusboowalla pen,Thixo Fluid Ink Pen that wrote like a gel pen and wrote as long as the longest writing pen”, Liquid Express with low viscosity, free flowing ink to give stress free writing.” His marketing strategy has built a strong distribution network of 4,40,000 retail outlets for our Company. His innovative advertisement and promotional campaigns have led to “Today’s” becoming one of the well recognized brands in this industry. Mr. Arun Beswal (Whole Time Director) Mr. Arun Beswal, (53 years) is a Chartered Accountant having over 30 years experience in Finance, Commercial Matters and Administration. Before joining our company he was President of a Kumar Mangalam Birla Group Company in Thailand. His international exposure and Finance background has benefited our company tremendously over the last four years. He is a key contributor in improving our company’s operations and is also the architect in reducing the cost of borrowings, raising bank limits and making other positive contributions to our company bottomline. Mr. Ronald Netto (Non-Executive Director) Mr. Ronald Netto (44 years) is an experienced strategist who began his career in the creative field. As advertising professional, he has experience of launching over 150 successful brand-building campaigns. He runs a successful advertising and marketing consultancy agency. Over two 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. Mukesh Gupta (Non Executive Director) Mr. Mukesh Gupta (48 years) is a commerce graduate and has been in the Writing Instruments and stationery business for the last 26 years. He has been actively involved in marketing and strategic planning for our company for new launches and has helped company spread its marketing and distribution network in North India. He is a also a director of “Success Pen Impex Pvt Ltd”

Mr. Rahul Gupta (Non Executive Director) Mr. Rahul Gupta (43 years) is a Commerce graduate having vast experience in the field of marketing, designing and communications. His practical experience in the field of marketing is very helpful in providing our company with incisive edge to market our company’s products. He is the Managing Director of “By Design India Pvt Ltd.”.

Mr. Parag Sanghavi (Non Executive Director) Mr. Parag Madhu Sanghavi aged 33 years is a Graduate in Commerce (with Business Law and Public Enterprise as core subjects). He was involved in the family business of financial advisory for almost 4 years. He has provided excellent creative and media inputs in brand development & marketing. He is the Managing Director of K Sera Sera Productions Limited, a listed company engaged in Film & TV Serial Production. RELATIONSHIP AMONG DIRECTORS Mr. Arun Kumar Beswal is the brother-in-law of Mr. Rajesh Kumar Drolia. Besides this none of the directors are related.

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BORROWING POWERS OF DIRECTORS As per the Resolution of our company passed at the 9th AGM dated September 28, 2001, the borrowing powers of the Directors of our company is as follows: The Board of Directors may borrow money by way of loans, debentures or otherwise from time to time for the purpose of business of the Company (apart from temporary loans), on such terms and conditions as the Board of Directors may in its absolute discretion deem fit, exceeding the aggregate of the paid up capital and free reserves provided that the same amount does not exceed Rs. 100 crores. COMPENSATION OF MANAGEMENT DIRECTORS The compensation paid to Mr. Rajesh Kumar Drolia, Managing Director of our company is as follows:

(a) Salary:

Rs.1,05,000/- (Rupee One Lakh Five Thousand Only) per month with annual increment @ 10%

(b) Perquisites:

In addition to the salary and commission as above, he will also be entitled to the following perquisites as may be determined by the Board of Directors:- Fully furnished accommodation or House Rent Allowance in lieu thereof, Gas Electricity, Water, Leave Travel Concession, Medical Reimbursement, Club Fees, Personal Accident Insurance, Keyman Insurance or other Life Insurance Policy, Car with driver and Telephone at residence. The Appointee shall also be eligible to the following benefits:

• Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

• Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.

• Leave Encashment at the end of his tenure as the appointee”.

The compensation paid to Mr. Arun Kumar Beswal is as follows:

(a) Salary:

Rs. 9,50,400/- (Rupee Nine Lakhs Fifty Thousand Only) per annum

(b) Perquisites:

In addition to the salary and commission as above, he will also be entitled to the following perquisites as may be determined by the Board of Directors:- House Rent Allowance, Electricity, Telephone Charges aggregating to Rs. 80, 736/-

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CORPORATE GOVERNANCE The present strength of the Board is six directors. The Board comprises of two Executive Directors, Chairman being Executive Director and Four Non-Executive Directors.

Sr. No. Category Name of Director I Executive Directors 1. Mr. Rajesh Kumar Drolia

Chairman and Managing Director 2. Mr. Arun Beswal Whole Time Director

II Non-Executive Director Mr. Mukesh Gupta III Non-Executive and

Independent Directors 1. Mr. Ronald Netto 2. Mr. Rahul Gupta 3. Mr. Parag Sanghavi

AUDIT COMMITTEE To provide assistance to the Board of Directors of our Company, the Audit Committee was constituted. It consists of Chairman and two other Directors all being independent & Non-Executive Directors. The Audit committee provides direction to and oversees the Audit and Risk Management functions, reviews the financial accounts, interacts with statutory auditors and reviews matters of special interest. The Audit Committee of our company was re-constituted on 16th August, 2004. The terms of reference to the Audit Committee as stipulated by the Board are as follows:

a) To review reports of the Internal Audit Department and recommend to the Board to decide about the scope of its working including the examination of major items of expenditure.

b) To meet statutory and internal auditors periodically and discuss their findings, suggestions and other related

matters.

c) To review the auditor’s report on the financial statements and to seek clarification thereon, if required, from the auditors.

d) To review the weakness in internal controls, if any, reported by the internal and statutory auditors and

report to the Board the recommendations relating thereto.

e) To act as a link between the statutory and internal auditors and the Board of Directors.

f) To recommend a change in the auditors if in the opinion of the Committee the auditors have failed to discharge their duties adequately.

g) Reviewing the Company’s financial and risk management policies and looking into reasons of substantial

defaults, if any, of non payment to stakeholders.

h) And, generally all items listed in Clause 49(II) (D) of the Listing Agreement. The Audit Committee is functioning under the Chairmanship of Mr. Ronald Netto, an independent non-executive Director. The committee constitutes of the following members:

Sr.No. Name of the Director Category of Directorship 1. Mr. Ronald Netto, Chairman Non Executive Director 2. Mr.Rahul Gupta Non Executive Director 3. Mr.Parag Sanghavi Non Executive Director

During the year ended 31st March 2005, four meetings of the Audit Committee were held. The Auditors of the company are invited to the Audit Committee meeting. The Company Secretary of the Company acts as the Secretary of the Committee.

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INVESTORS’/SHAREHOLDERS’ GRIEVANCE COMMITTEE The Investors’ Grievance Committee is headed by Mr. Ronald Netto, an Independent Non- Executive Director. Twenty-one meetings of the Investor’s Grievance Committee were held which were attended by the members of the Committee. The committee constitutes of the following members:

Sr.No. Name of the Director Category of Directorship 1. Mr. Ronald Netto, Chairman Non Executive Director 2. Mr.Arun Beswal Executive Director 3. Mr.Parag Sanghavi Non Executive Director

We have dealt with all complaints and queries received from its shareholders in accordance with law. It is the Company’s endeavor to promptly attend to all complaints and queries. We had received 23 complaints in respect of Transfer, Dividend, Change of Address, Demat request and others during the year ended March 31, 2005. As on date, there are no investor complaints pending. Remuneration/Compensation Committee To comply with Corporate Governance, Company is to form a Remuneration/Compensation Committee. The same would be done before filling the final prospectus. Policy on Disclosures and Internal Procedure for Prevention of Insider Trading The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 are applicable to our Company and our Equity Shares listed on the Stock Exchanges. We comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 1992. SHAREHOLDING OF OUR DIRECTORS As per our Articles, our Directors are not required to hold any Equity Shares in our Company. Save and except as below, our Directors do not hold any Equity Shares in our Company as on the date of filing of this Draft Prospectus.

Name No. of shares held

Mr.Rajesh Kumar Drolia

26,90,100

Mr. Arun Kumar Beswal

10,000

Mr. Mukesh Gupta

100

Mr.Ronald Netto

20,000

Mr. Rahul Gupta

Nil

Mr. Parag Sanghavi

200

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CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Sr. No.

Name Date of Appointment/Resignation

Reasons for change

1. Mr. Sushil Sharma 27/10/2004 Appointed as an Additional Director 2. Mr. Parag Sanghavi 16/08/2004 Appointed as an Additional Director, ceased u/s

260 of the Act on 29/09/2004 and re-appointed as Director in the AGM held on 29/09/2004.

3. Mr. Vijay Agarwal 16/08/2004 Resigned 4. Mrs. Anita Drolia 25/11/2002 Resigned 5. Mr. Pawan Kumar Drolia 25/11/2002 Resigned 6. Mr. Mahesh Singhi 08/03/2002 Resigned 7. Mr. Sushil Sharma 30/12/2005 Resigned

OUR KEY MANAGERIAL PERSONNEL Our company is managed by its Board of Directors, assisted by qualified professionals, with vast experience in the field of construction/engineering/finance/marketing and corporate laws. Details of Key Managerial Personnel of our Company other than our Managing Director are as follows: Mr. Deepak Nanda, Chief Financial Officer Mr. Deepak Nanda (53 years) is a Chartered Accountant with an experience of over 32 years in the Retail Industry, Banking Industry and Management Consultancy. He has worked with national brands and assisted in the retail roll out plans of company and franchisee stores all over India. He has worked with Retail Malls and brought in several branded products to open retail outlets and their brands in the malls. He has worked with various companies as Finance Director or as financial advisor over the past 5 years. Previously, he worked with Price Waterhouse in India and Australia in the audit and management consultancy areas. He worked with Banks like Citibank and BNP Paribas in India and overseas. He has also worked as an Investment Banker and was the Managing Director in India of USA based Investment Bank. He has extensive experience in raising equity and debt funds and arranging joint venture tie-ups, mergers, and allied activities. He has lived overseas for over 10 years in New York, London, Sydney and Bangladesh and has traveled extensively around the world where he has been exposed to good corporate governance practices. Mr. Deepak Nanda had a brilliant academic record; standing first in school, second in Delhi University (B.Com Hons) and standing second in India in Inter and Final examinations of the Institute of Chartered Accountants of India. He has won gold medals, scholarships and several prizes during his academic career. Mr. Ratan Kanal, Chief Operating Officer- Corporate Sales and Stationery Project He has over 25 years of experience in Retail Industry, Hotel Industry and Real Estate Development. He has previously worked with large retail departmental stores in India and the Raheja Group in the Real Estate Business and their chain of hotel properties.

Mr. Sushil Jhunjhunwala, Senior Vice President- Administration and Marketing With over 20 years experience in various industries and over ten years experience in writing instruments industry, he looks after the marketing function, and also sales for the states of Tamil Nadu, Andhra Pradesh and North India. He is a key employee in policy making and is responsible for commercial arrangements in sales and marketing. He also looks after the Human Resource and Administration matters in our company.

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Mr. Sushil Sharma General Manager - Sales Mr. Sushil Sharma (51 years) is a Commerce graduate with 25 years experience in the Stationery and Writing Instrument Industry. He presently looks after Sales and Marketing division of our company. His vast marketing knowledge and expertise has been useful in building our company’s distribution network of around 1500 distributors and 4,40,000 retail outlets and helped build a strong distribution network all over India. Mr. Manjit Garkel, Chief Executive Officer - EOU Project A professional with over 12 years experience in the field of writing instruments, is a true techno-commercial manager. An MBA with the experience of implementing ISO 9000 systems, and is currently involved in tightening up systems and readying the company for its ISO 9000 certification. He also contributes towards new project planning and development and has done a lot of feasibility work for the 100% EOU project of the company. He is responsible for implementing 100% EOU project and commencing commercial production from this project.

Mr. Sanjay Mishra, Compliance Officer He has over 15 years experience in finance and looks after factory accounts and cost accounts. He also handles company secretarial matters and compliance matters relating to stock exchanges, SEBI and other regulatory matters. Mr. Naushir Karas, General Manager - Technical Development He has over 35 years experience in the plastic industry. He has extensive experience in plastic injection and extrusion moulding. Being a technocrat, he has in-depth knowledge of plastic mould making and developing innovative designs of ball pens.

Mr. Sanjiv Jalan, General Manager – Production He has been associated with the group since inception, and has vast experience in managing production units. He oversees total production of the manufacturing facilities and post-production quality control. He is responsible for delivering production and outsourcing of 15 Lakhs pens per day. Mr. P. R. Ramakrishna, General Manager – R&D He has an experience of over 20 years, and has served various companies as a key die and mould maker and tool room in-charge. He looks after the technical aspects and designing of the products. He is a key employee in bringing new pen products and ensuring low cost of manufacture through design and manufacture of moulds required for manufacturing process. Mr. Navin Choudhary, Company Secretary Mr. Navin Choudhary (40 years) is associate member of the Institute of Company Secretaries of India. He looks after company secretarial work relating to company law matters, secretarial matters & various matters relating to SEBI & stock exchanges. The above persons are on the rolls of our company as permanent employees. Remuneration The remuneration of each of key managerial personnel includes salary, bonus, Company’s contribution to Provident Fund, Leave Travel Concession, Medical Expenses and value of other facilities inclusive of accommodation as may be applicable in such case. The Company has not offered any profit sharing plan to its Key Managerial Personnel

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SHAREHOLDING OF OUR KEY MANAGERIAL PERSONNEL

Names of our Key Managerial Personnel No. of Equity SharesMr. Deepak Nanda 550Mr. Sushil Kumar Sharma 12,900Mr. Sanjiv Jalan 1,700Mr. P.R. Ramakrishnan 7,150Mr. Sanjay Mishra 100 CHANGES IN OUR KEY MANAGERIAL PERSONNEL DURING THE LAST THREE YEARS

Name Date of Appointment

Date of Resignation

Mr. Deepak Nanda 01/06/2005 Not Applicable Mr. Ratan Kanal 12/08/2005 Not Applicable Mr. Navin Choudhary 01/12/2005 Not Applicable Mr. Vijay Kumar Mishra Not Applicable 13/03/2005 Mr. Manjit Garkel 01/01/2006 Not Applicable EMPLOYEE STOCK OPTION SCHEMES Till date, our Company has not introduced any Employees Stock Option Scheme/Employee Stock Purchase Scheme. INTEREST OF KEY MANAGERIAL PERSONNEL No amount or benefit has been paid or given within the two preceding years or are intended to be given to any of our Directors or key managerial personnel except the normal remuneration for services rendered as directors, officers or employees.

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OUR PROMOTER GROUP a) Promoters Mr. Rajesh Kumar Drolia Ms. Anita Drolia b) Immediate relatives of promoter/ Director (Spouse, parent, child, brother, sister) Akash Drolia Arun Kumar Beswal Akriti Drolia Akshay Drolia Anil Haralalka Chiraj Drolia Ghanashyam Haralalka Hanisha Beswal Pawankumar Drolia Priyanka Haralalka Mr. Ravi Drolia Ritushree Haralalka Ridhima Beswal Sanjaya Ravi Drolia Shaili Drolia Shashi Beswal Sumitra Devi Drolia Sajjan Khaitan Sedmal Drolia Sweta Drolia PROMOTER GROUP COMPANIES M/s Jai Durga Engineering Company. M/s Premium Writing Products. Millennium Writing Products Private Limited.

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OUR PROMOTERS AND THEIR BACKGROUND

Mr. Rajesh Kumar Drolia (45 years) is a Commerce Graduate, a self-made, young, dynamic and first generation entrepreneur with over two decades of experience in the writing instrument industry. He looks after the overall day-to-day activities of the Company. His main strength and ability is to innovate and bring new designs, models, and concepts, suitable for every segment of the market. He has traveled extensively around the world and acquired latest technology to meet exacting demands of writing instruments locally and globally. Under his leadership, the company has achieved tremendous growth. He has built up the company to manufacture, outsource and sell 15 Lakhs pens per day and is taking the company to the next inflexion point and growth phase by setting up a 100% EOU to manufacture and sell more than 20 lakhs pens per day. On completion of the expansion plan, the company will emerge as one of the largest manufacturers and exporters of pens in India with a daily capacity of more than 35 Lakhs pens per day. The driving license no. of Mr. Rajesh Kumar Drolia is 35914/BLR

Mrs. Anita Drolia (40 years) is a Commerce Graduate with over 20 years of experience in the writing instrument industry. She was actively involved in the administration of the factory and in designing of pens. She is well conversant witht the latest design, taste of consumers and technology prevailing in the writing instrument industry. The driving license no. of Mrs. Anita Drolia is GJ-15-VL-90/5473

We confirm that the Permanent Account Number, Bank Account Numbers, Passport Number have been submitted to the Stock Exchanges at the time of filing of the Draft Prospectus. Further, our Promoters have not been detained as a willful defaulter by the Reserve Bank of India or any other Government authority and there are no violations of securities laws committed by the Promoters in the past or any such proceedings are pending against the Promoters except as discussed in section titled “Outstanding Litigation” on page 107 of this Draft Prospectus. INTEREST OF PROMOTERS AND DIRECTORS All the Promoters and directors may be deemed to be interested to the extent of reimbursement of expenses, if any, payable to them under the Articles of Association. They may also be deemed to be interested to the extent of the shares, if any, held by them or by the relatives or by firms or companies of which any of them is a partner and a Director/ Member respectively and the shares if any, out of the present Offer that may be subscribed for and allotted to them or their relatives or any Company in which they are Directors / members of firms in which they are partners. Our promoter Mr. Rajesh Drolia is also our managing Director and our whole time director Mr. Arun Beswal are receiving remuneration from the Company whereas our director Mr. Mukesh Gupta is also our distributor for the northern region and are therefore interested to that extent in our Company. Also our promoters are also propieters and directors/members of our group companies and have interest in our Company in that respect.

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PROMOTER GROUP COMPANIES A. M/s Jai Durga Engineering Company. M/s Jai Durga Engineering Company is a proprietary firm of our promoter Mr. Rajesh Drolia, which is in the business of manufacturing of dies and moulds since 30th April 1995. This company sells dies and moulds to Today’s Writing Products Ltd., M/s Premium Writing Products and Millennium Writing Products Pvt. Ltd.

Sr. No. Proprietor Capital Percentage (%)

1. Rajesh Drolia HUF 100.00

Grand Total 100.00

Financial Performance:

(Rs. in lakhs, except per share data) As of March 31, Particulars

2005 2004 2003

Proprietorship capital 434.19 414.56 294.81

Total revenue 213.49 197.35 188.46

Net Profit 54.70 73.54 60.03

B. M/s Premium Writing Products. M/s Premium Writing Products is a partnership firm of our promoter Mrs. Anita Drolia and 3 other relatives of our Promoters which is in the business of manufacturing of stationery products. This partnership firm was incorporated and started business from 1st February, 1998. This firm manufactures writing instruments mainly for Today’s Writing Products Ltd

Sr. No. Partnership Capital Percentage (%)

1. Anita Drolia 40.00

2. Pawan Drolia 20.00

3. Chirag Drolia 20.00

4. Akruti Drolia 20.00

Grand Total 100.00

Financial Performance:

(Rs. in lakhs, except per share data) As of March 31, Particulars

2005 2004 2003

Partnership capital 301.58 282.34 210.32

Total income 1527.81 1522.84 1230.28

Net Profit 20.99 40.48 102.21

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C. Millennium Writing Products Private Limited. Millennium Writing Products Private Limited is a private limited company promoted by our promoter Mrs. Anita Drolia which is in the business of manufacturing of writing instruments. This Company was incorporated on 29th September, 1999. This Company manufactures and sells writing instruments products mainly for Today’s Writing Products Ltd.

Sr. No. Shareholding Pattern Percentage (%)

1. Mr. Kailash Chand Agarwal 12.49

2. Mr. Sanjeev Jalan 0.02

3. Mrs. Anita Drolia 45.11

4. Mr. Chirag Drolia 19.94

5. Ms. Akriti Drolia 12.46

6. Mr. Arun Kumar Beswal 9.97

Grand Total 100.00

Financial Performance:

(Rs. in lakhs, except per share data) As of March 31, Particulars

2005 2004 2003

Share Capital (Paid up) 40.12 40.12 5.12

Total Income 2607.75 2424.23 553.11

Profit (After Tax) 95.09 61.25 35.40

Net Asset Value (Per Share) 64.25 40.54 194.45

Earning Per Share 23.70 15.27 69.14

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Related Party Transactions There have been sales and purchases between companies in the Promoter Group exceeding in value in the aggregate 10%

of the total sales and purchases of our Company, and these transactions are mentioned under the section titled “Related Party Transactions” on page 91 of this Draft Prospectus.

Companies under the same management

Except as stated follows in this Draft Prospectus, there are no companies under the same management within the meaning of section 370(1) (B) of the Companies Act, 1956

1) M/s. Jai Durga Engineering Company 2) M/s. Premium Writing Products 3) Millenium Writing Products Private Limited

None of Our Promoters or Promoter Group Companies have been restrained or prohibited by SEBI or any other regulatory authority from accessing the capital markets for any reason. None of the companies promoted by our Promoters have been struck off from the records of the Registrar of Companies. COMMON PURSUITS Our Group Companies namely M/s Premium Writing Products and Millenium Writing Products Private Limited are in the similar line of business i.e. manufacturing of pens. However, they are the captive units of our company and do not manufacture and supply pens for any other party except Today’s. Hence there is no conflict of interest situation

Companies of the Promoter/Promoter Group referred to BIFR/ under winding up/having negative net worth

None of the companies promoted by our Promoters or Promoter Group have been referred to BIFR or are under winding up or have negative networth CURRENCY OF PRESENTATION In this Prospectus, all references to “Rupees” and “Rs.” are to the legal currency of India, DIVIDEND POLICY Our company has a policy of rewarding the shareholders with dividend. Our company has been consistently paying dividend every year to its shareholders since listing of our equity shares on the stock exchanges in the year 1996.

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SECTION V: FINANCIAL STATEMENTS

REPORT OF OUR STATUTORY AUDITORS The Board of Directors Today’s Writing Products Ltd., Survey No. 251/2, Valsad Falia, Dadra, D. & N.H. (U.T.) 396 193. Dear Sirs, Financial information of the Company 1. We have examined the attached Statement of restated Assets and Liabilities of the Today’s Writing Products

Limited (the Company) as at 31st March 2001, 2002, 2003, 2004, 2005 and as at 30th Sept., 2005 (Annexure-I) and the accompanying Statement of Restated Profits and Losses of the Company for the financial year(s) ended 31st March 2001, 2002, 2003, 2004, 2005 and for the period ended 30th Sept., 2005 (Annexure-II) (Summary Statements) as prepared by the Company and approved by the Board of Directors. These statements reflect the assets and liabilities and profits and losses for each of the relevant years as extracted from the balance sheet and profit and loss account for those years / period audited by M/s Ajay Shobha & Co., Chartered Accountants for the year ended 31st March 2001, 2002 and 2003 and jointly by M/s.Chaturvedi Sohan & Co., Chartered Accountants & M/s. Ajay Shobha & Co., Chartered Accountants for the year ended 31st March 2004 and 2005 and for the period ended 30th September 2005.

2. In accordance with the requirements of :

i. Paragraph B (1) of Part II of Schedule II to the companies Act, 1956 (‘the Act’) ii. The securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 (‘the

SEBI Guidelines’) issued by the Securities and Exchange Board of India (‘ SEBI’) on January 19, 2000 and in pursuance to Section 11 of the Securities and Exchange Board of India Act, 1992 (‘SEBI Act, 1992) and related amendments and

iii. Our terms of reference with the company dated 21st November, 2005 requesting us to carry out work in

connection with the offer documents as aforesaid.

(a) We report that the restated financial statements of the company for the financial year ended 31st March, 2001, 2002, 2003, 2004, 2005 and period ended 30th September, 2005 are set out below

(b) We have informed that in respect of items mentioned in Note 3 of the Annexure III, it has not been possible

for the management to determine the effect on the financial statements, in each of the accounting years. Accordingly, adjustments to the financial statements, in respect of the respective years, for he items mentioned therein have not been carried out, in each of the accounting years.

(c) Subject to our comments in paragraph 2 (b) above we report that the restated profits of the company for the

financial year ended 31st March, 2001,2002,2003,2004 & 2005 & period ended 30th September 2005 are set out below. These profits / losses have been arrived at after charging all operating and management expenses, including depreciation and after making such adjustments / restatements and regroupings as in our opinion are appropriate and are subject to the Accounting Policies and Notes thereon given below.

(d) Subject to our comments in paragraph 2 (b) above we report that the restated assets and liabilities of the

company for the financial year ended 31st March, 2001,2002,2003,2004 & 2005 & period ended 30th September 2005 are set out below after making such adjustments / restatements and regroupings as in our opinion are appropriate and are subject to the Accounting Policies and Notes thereon given below.

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3. We have examined the following financial information relating to the Company, proposed to be included in the draft prospectus as approved by Board of Directors of the Company and attached to this report:

i. The significant accounting policies followed by the Company and notes pertaining to the Summary

Statements, enclosed as Annexure-III.

ii. Statement of Restated Cash Flow, enclosed as Annexure-IV iii. Summary of Accounting Ratios based on the restated profits relating to earnings per share, net asset value

and return on net worth, enclosed as Annexure-V.

iv. Statement of dividend paid/proposed by the Company for the year ended March, 2002, 2003, 2004, 2005 , enclosed as Annexure VI.

v. Statement of Capitalisation as at 30th September, enclosed as Annexure-VII.

vi. Statement of Tax Shelter , enclosed as Annexure-VIII. vii. Details of extra ordinary items / other income enclosed as Annexure - IX

viii. Statement of Secured Loans and Assets charged as securities, enclosed as Annexure X.

ix. Statement of Unsecured Loan, enclosed as Annexure XI.

x. Statement of loans and advances as Annexure XII

xi. Statement of Debtors as Annexure XIII

4. Except for the information referred to in the aforesaid annexures, other pages of the draft prospectus have not been

reviewed by us. 5. This report is intended solely for your information and for inclusion in the draft prospectus in connection with the

proposed follow on public issue of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent.

For CHATURVEDI SOHAN & CO. For AJAY SHOBHA & CO. Chartered Accountants Chartered Accountants

(SOHAN CHATURVEDI) (AJAY GUPTA) Partner Proprietor Place : Dadra Date : 30/12/2005

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ANNEXURE I STATEMENT OF RESTATED ASSETS AND LIABILITIES

(Rs. in Lakhs) Particulars As at

31/3/2001 As at

31/3/2002As at

31/3/2003 As at

31/3/2004 As at

31/3/2005 As at

30/09/2005 A. FIXED ASSETS

(a) Gross Block 1,033.26 2,213.41 2,898.02 3,524.47 3,642.84 3,873.24

(b) Less : Depreciation 230.70 355.40 523.40 718.58 1,054.09 1,266.85

(c) Net Block 802.56 1,858.01 2,374.62 2,805.89 2,588.75 2,606.39 (d) Less : Revaluation Reserve - - - - - - (e) Net Block after adjustment of Revaluation Reserve 802.56 1,858.01 2,374.62 2,805.89 2,588.75 2,606.39

(f) Capital Work in Progress 385.69 348.26 469.00 - 274.31 312.05

Sub Total (A) 1,188.25 2,206.27 2,843.62 2,805.89 2,863.06 2,918.44 B. INVESTMENTS * 114.21 - - - - - C. CURRENT ASSETS, LOANS & ADVANCES

(a) Inventories 1251.64 1460.13 1493.70 1691.03 2223.92 2459.01

(b) Sundry Debtors 2546.77 2692.59 2602.97 2508.50 3117.70 3833.61

(c) Cash and Bank Balances 117.42 147.68 154.33 213.93 242.73 202.21

(d) Loans and advances 499.12 450.72 458.95 121.24 339.55 947.61

Sub Total (C) 4414.95 4751.12 4709.95 4534.70 5923.90 7442.44 D. LIABILITIES & PROVISIONS

Secured Loan 1075.94 1162.04 1514.22 1247.07 2360.76 2291.56

Un-secured Loan 184.44 676.98 613.74 584.93 216.14 228.57

Current Liabilities 2051.77 2386.18 1936.93 1390.26 1244.06 1316.39

Provisions 304.97 203.91 254.48 328.70 484.09 539.28

Sub Total (D) 3617.12 4429.11 4319.37 3550.96 4305.05 4375.80 E. DEFERRED TAX LIABILITY - 30.74 52.02 74.27 135.42 331.67Sub Total (E) - 30.74 52.02 74.27 135.42 331.67 Net Worth (A+B+C-D-E) 2100.29 2497.54 3182.18 3715.36 4346.49 5653.41

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F. SHAREHOLDERS' FUNDS

(a) Share Capital 1041.82 1041.84 1197.84 1197.84 1197.85 1282.33

(b) Reserves 1529.08 1942.99 2314.70 2765.34 3313.93 4372.05 (c) Less : Revaluation Reserve - - - - - - (d) Reserves (Net of Revaluation Reserves ) 1529.08 1942.99 2314.70 2765.34 3313.93 4372.05

Sub Total (F) 2570.90 2984.83 3512.54 3963.18 4511.78 5654.38G. MISCELLANEOUS EXPENDITURE 470.61 487.29 330.36 247.82 165.29 0.97 (To the extent not written off or adjusted)

Sub Total (G) 470.61 487.29 330.36 247.82 165.29 0.97

Net Worth (F-G) 2100.29 2497.54 3182.18 3715.36 4346.49 5653.41

Note : * Investment in shares of Todays Writing Products Limited received on amalgamation held in trust by the company & sold in subsequent year

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ANNEXURE II STATEMENT OF RESTATED PROFITS AND LOSSES FOR THE YEAR / PERIOD ENDED :

(Rs. in Lakhs) Particulars 31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005 INCOME : I. Sales (refer note 12 of annexure III) 7,719.74 7,725.63 7,161.65 8,121.02 9,268.55 5,953.71 II. Other Income 15.90 54.96 44.68 40.98 51.57 15.18 (Refer Annexure IX) III. Increase /(Decrease) in Stock 155.92 293.93 89.05 173.13 20.92 174.01Total Income 7891.56 8074.52 7295.38 8335.13 9341.04 6142.90EXPENDITURE : I. Material Cost 3,796.53 3,666.74 3,356.28 5,038.37 5,765.11 3,919.36II. Manufacturing & Other Expenses a) Manufacturing expenses 723.22 589.91 543.61 498.77 461.80 240.99 b) Packing Materials Consumed 779.95 755.28 486.99 341.91 362.14 204.49 c) Employees Remuneration & Benefits 110.57 143.48 167.40 172.35 205.79 101.20 d ) Administrative and General Expenses 198.09 164.52 165.59 182.28 199.84 86.92 e) Selling & Distribution Expenses 1,411.66 2,033.92 1,840.68 1,009.73 673.11 452.57 III. Interest & Finance Charges 104.95 213.29 275.23 276.25 385.78 208.76 IV. Depreciation 84.39 124.70 168.72 196.47 330.05 215.26 Total Expenditure 7,209.36 7,691.84 7,004.50 7,716.13 8,383.62 5,429.55 PROFIT BEFORE TAXATION & EXTRA ORDINARY ITEMS 682.20 382.68 290.88 619.00 957.42 713.35 ADD: EXTRA ORDINARY INCOME - 169.36 - - - - PROVISION FOR TAXATION Current Tax 58.00 44.85 32.00 65.00 120.85 60.00 Deferred Tax - 30.74 21.28 22.25 61.15 196.24 Fringe Benefit Tax - - - - - 4.93PROFIT AFTER TAXATION AS PER PROFIT & LOSS ACCOUNT 624.20 476.45 237.60 531.75 775.42 452.18Add / (Less) : Adjustments (refer note 2 of Annexure III) - - - - (21.90) 21.90PROFIT AFTER ADJUSTMENTS 624.20 476.45 237.60 531.75 753.52 474.08Profit & Loss Balance Brought Forward 537.71 862.21 1,236.13 1,372.63 1,803.28 2,301.86 Profit available for Appropriation 1,161.91 1,338.66 1,473.73 1,904.38 2,556.80 2,754.03 APPROPRIATIONS :- Proposed Dividend 208.44 62.53 71.89 71.89 179.73 -Corporate Tax on Dividend 21.26 - 9.21 9.21 25.21 -Transfer to General Reserve 70.00 40.00 20.00 20.00 50.00 -Profit & Loss Account Balance 862.21 1,236.13 1,372.63 1,803.28 2,301.86 2,754.03

82

ANNEXURE-III SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF RESTATED ASSETS AND LIABILITIES AND STATEMENT OF RESTATED PROFITS AND LOSSES FOR THE YEAR(S) ENDED 31ST MARCH 2001, 2002, 2003, 2004 , 2005 AND PERIOD ENDED 30th SEPTEMBER ,2005.

1. SIGNIFICANT ACCOUNTING POLICIES

A. ACCOUNTING CONCEPTS

a) The financial statements have been prepared under the historical cost convention in accordance with generally accepted accounting principles and the provisions of the Companies Act, 1956 consistently followed by the Company.

b) The Company generally follows mercantile system of accounting and recognizes significant items of

income and expenditure on accrual basis.

B. FIXED ASSETS

a) Fixed assets are stated at cost of acquisition.

b) Depreciation

i) Depreciation on fixed assets is provided on straight line method in accordance with the provisions of the Companies Act, 1956 at the rates prescribed in Schedule XIV to the said Act.

ii) Depreciation on the fixed assets added during the year has been provided on pro-rata basis with

reference to the date of addition / installation.

iii) Depreciation on assets acquired for the new project and not put to use has not been provided and will be provided from the date of assets are ready to put to use.

iv) Technical knowhow is amortised over a period of 10 years being the useful life of the assets.

C. CAPITAL WORK-IN-PROGRESS Expenditure during construction period in respect of new projects are included under capital work-in-progress and the same will be allocated to the fixed assets on commissioning of the projects & includes advances for Capital work in progress.

D. BORROWING COST

Interest and other costs in connection with the borrowing of the funds to the extent related attributed to the acquisition/construction of qualifying fixed assets are capitalised upto the date when such assets are ready for its intended use and other borrowing costs are charged to Profit & Loss Account.

E. INVESTMENTS Investments are valued at cost.

F. INVENTORIES

i) Stocks of raw materials, stores and spares and packing materials are being valued at cost or net realisable value whichever is lower, cost whereof is determined on first in first out basis.

83

ii) Stock of finished goods is being valued at cost or market value, whichever is lower and stock of semi-finished goods is being valued at cost, cost whereof is being determined on absorption costing basis.

G. FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are recorded by applying the exchange rate at the date of the transaction. Monetary items in foreign currency remaining unsettled at the end of the year, except those covered by forward contracts, are reported using the closing rate. Exchange differences arising as a result of the above are recognized in profit and loss account.

H. RESEARCH AND DEVELOPMENT COSTS

Research and Development Costs (other than cost of fixed assets acquired) are charged as an expense in the year in which they are incurred and are reflected under the appropriate heads of account.

I. MISCELLANEOUS EXPENDITURE i) Preliminary Expenses were written off over a period of ten years till period ended 31st March 2005. ii) Advertisement and publicity expenditure incurred for promotion of brands and products were deferred and

amortised over the period of expected benefits there from for expenses incurred till 31st March, 2003. From April, 2003 the company has adopted the policy of fully wrting off the expenses incurred in the year of incurrance. The unamortised balance lying under the head Miscellaneous Expenditure as on 1st April, 2005 has been fully written off in accoradance with Accounting Standard 26 issued by The Institute of Chartered Accountants of India

J. 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) The annual contribution to the Group Gratuity Fund under approved group gratuity scheme of Life

Insurance Corporation of India for providing Gratuity benefits to its employees are expensed.

iii) Leave Encashment has been provided for, on the assumption that all eligible leave accrued on the balance sheet date is enchased.

K. REVENUE RECOGNITION

Revenue in respect of sale of goods / job work is recognized at the point of dispatch/passage of title of goods to the customers. Insurance, railway and other claims are accounted for on acceptance basis. Other income is accounted on accrual basis. Export incentive is accounted on basis of actual receipt.

L. TAXATION

(i) Income tax is computed in accordance with Accounting Standard 22-‘Accounting for Taxed on Income issued by the The Institute of Chartered Accountants of India. Tax expenses are accrued in the same period as the revenue and expenses to which they relate.

(ii) Provision for current income tax is made on the tax liability payable on taxable income after considering tax allowances, deductions and exemptions determined in accordance with the prevailing tax laws. The differences between taxable income and the net profit or loss before tax for the year, as per the financial

84

statements, are identified and the tax effect of the deferred tax asset or deferred tax liability is recorded for timing differences i.e differences that originate in one accounting period and reverse in another. The tax effect is calculated on accumulated timing differences at the end of the accounting year based on effective tax rates that would apply in the years in which the timing differences are expected to reverse.

(iii) Deferred tax assets are recognized only if there is reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each balance sheet date.

M. 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.

N. 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 The Institute of Chartered Accountants of India, 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. 2. Adjustment incorporated in the Audited Financial Statements for the five financials year ended 31st

March, 2001, 2002, 2003, 2004, 2005 and for the period ended 30th September, 2005.

Particulars 31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005 In respect of technical knowhow fees written off

-

-

-

-

(21.90)

21.90

During the period ended 30th September, 2005 the company has amortised Rs. 32.85 lacs being technical knowhow fees, w.e.f 1.4.2004. Amortisation relating to year 2004-05 now adjusted as required by Accounting Standard 26 on accounting of intangible assets as presecibed by The Institute of Chartered Accountants of India.

3. Adjustment not carried out in the restated financial Statements for the five financials year ended 31st

March, 2001, 2002, 2003, 2004, 2005 and for the period ended 30th September, 2005.

1) The company has not recognized the gain / loss in respect of transactions in foreign currency as required by AS –11 prescribed by The Institute of Chartered Accountants of India. However, this has no impact on profit or loss for the year / period except for the gain or loss in respect of unsettled transaction in foreign currency at the end of the financial year / period , which could not be quantified.

2) Non provision of penalty / interest on unpaid income tax & dividend tax. 3) Non provision of penalty payable on compounding U/s 297 of the Companies Act, 1956 vide dated

30.12.2005. The above adjustments have not been carried out as the same is not quantifiable.

85

4. CONTINGENT LIABILITIES NOT PROVIDED FOR:- (Rs. In Lakhs)

Sr. No. Particulars

2000-01 2001-02 2002-03 2003-04 2004-05

30.09.05

a) Contingent Liabilities Bill Acceptance 4.77 - - - - - Letter of Credit to Bank 126.02 397.62 477.44 401.24 227.23 229.88 EPCG Scheme - 91.15 61.93 55.52 71.93 69.90 Bank Guarantee - 53.02 50.37 6.8 10.05 8.55 Income Tax Assessed Dues - 73.46 113.86 380.59 938.88 938.88 Claims not acknowledged as

debts - - - - 4.49 4.49

b) Capital contract (net of advances) 400.00 450.00 500.00 150.00 350.00 280.00 Total 530.79 1,065.25 1,203.60 994.15 1,602.58 1,531.70

5. AMALGAMATION :

Today’s Writing Instruments Ltd, a group company, has been amalgamated with the company under the scheme of Amalgamation in terms of section 391/394 of the Companies Act, 1956 effective from 4th October, 2000 as per the orders dated 31st July, 2000, of the Hon’ble High Court of Gujarat. The Amalgamation has been accounted as per “Purchase Method” as prescribed in Accounting Standard (AS-14) issued by The Institute of Chartered Accountants of India. Accordingly, the assets and liabilities of Today’s Writing Instruments Ltd as at 4th October, 2000 have been taken over at their purchase values subject to adjustments made as specified in the scheme of Amalgamation and the resultant reserve of Rs. 456.86 Lacs has been credited to Amalgamation Reserve.

6. AUDITORS’ REMUNERATION : (Rs. In Lakhs)

Particulars 31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005 - Audit Fees 0.37 0.37 0.52 1.62 1.93 1.10 - Tax Audit fees 0.16 0.16 0.26 0.27 0.27 - -Certification Charges 0.07 - - - - 4.41 -Out of Pocket Expenses

0.56 0.59 1.11 1.23 1.65 0.72

Total 1.16 1.12 1.89 3.12 3.85 6.23

7. MANAGERIAL REMUNERATION : (Rs. In Lakhs)

Particulars 31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005 Salary 8.40 11.97 14.52 17.32 21.92 12.85 Perquisites 2.94 5.13 9.73 10.44 7.76 3.73 Total 11.34 17.10 24.25 27.76 29.68 16.58

8. SMALL SCALE INDUSTRIAL UNDERTAKINGS

Based on the information available with the Company, followings are the small scale industrial undertaking to whom amounts are due for more than 30 days as on 30.09.2005 as under : (a) Premium Writing Products (b) Prayas Enterprises (c) Rajesh Plastics (d) Jai Durga Enginerring Company (e) Coburg Print & Pack (f) Millennium Writing Products Pvt Ltd (g) Global writing Products (h) Deep prints

86

(i) Hi-Shine Inks Pvt Ltd (j) Varun Writing Instruments Pvt Ltd (k) Seema Packaging (l) Colour Tek (India) Ltd (m) Star Enterprises

9. LEASE TRANSACTION

Assets have been taken on operating lease for a tenure of 36 months. The lease rent paid from 1.4.2005 to 30.09.2005 was Rs. 23.20 lacs. Rental payable within one year Rs.46.39 lacs. Rental payable after one year but before five years is Rs. 71.17 Lacs.

10. EARNING AND OUTGO OF FOREIGN EXCHANGE

Table representing the earnings and expenditures for the financial year(s) ended on 31st March 2001, 2002, 2003, 2004, 2005 and for the period ended 30th September, 2005

(Rs. In Lakhs)

Particulars 31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005 Earning in foreign Exchange (FOB value of Exports )

90.36 118.55 146.11 182.15 155.74 90.36

Expenditure in Foreign Exchange on

- - - - -

1. Technical Know How fees

- - 219.18 - - -

2. Foreign Travel 30.07 30.17 9.49 9.05 6.19 6.05 3. Capital Expenditure

55.46 126.61 41.72 35.98 69.22 -

11. BORROWING COSTS

Borrowing Cost Capitalised are as under :- (Rs. In Lacs)

Particulars 31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005 Interest - 12.04 31.84 - - -

12. CAPACITY , PRODUCTION & CLOSING STOCK DETAILS

A. Licensed Capacity and Installed Capacity :- I ) Licensed Capacity : Not Applicable ii ) Installed Capacity : Not Applicable

87

B.OPENING STOCK, PRODUCTION, PURCHASE, TURNOVER AND CLOSING STOCK OF FINISHED GOODS

PRODUCED FOR SALE Items Opening stock Productio

n Purchase Sales Closing stock

Qty (In Lakhs)

Value (Rs) (In Lakhs)

Qty (In Lakhs)

Qty (In Lakhs)

Value (Rs) (In Lakhs)

Qty (In Lakhs)

Value (Rs) (In Lakhs)

Qty (In Lakhs)

Value (Rs) (In Lakhs)

Manufacturing goods

1.Ball pen Sept.05 2005 2004 2003 2002 2001

291.25 328.73 315.08 167.04 80.06 62.98

431.76 498.86 633.29 529.30 278.41 204.32

1270.89 2344.02 2697.14 1197.01 1527.49 1408.45

- - - - -

- - - - -

1207.13 2381.50 2683.49 1048.97 1440.51 1391.42

2719.03 4181.31 3273.51 4064.14 5918.33 5983.98

355.01 291.25 328.73 315.08 167.04 80.06

539.23 431.76 498.87 633.29 529.30 278.41

2.Refills Sept05 2005 2004 2003 2002 2001

21.67 6.42 5.03 4.47 5.57 2.61

14.61 3.06 7.95 7.94 9.06 4.21

766.53 1776.11 2024.91 1067.10 250.43 345.54

- - - - -

- - - - -

765.21 1760.86 2023.52 1066.54 251.54 342.58

601.88 1358.96 1456.84 725.25 561.57 612.12

22.99 21.67 6.42 5.03 4.47 5.57

14.93 14.61 3.06 7.95 7.94 9.06

3.Ball pen parts & others * Sept.05 2005 2004 2003 2002 2001

- - - - -

124.27 17.23 0.18 0.20 0.22 7.57

- - - - -

- - - - -

- - - - -

- - - - -

92.69 632.83 1053.37 811.95 83.49 119.11

- - - - -

98.36 124.27 17.23 0.18 0.20 0.22

Trading goods 4. Ball pen Sept.05 2005 2004 2003 2002 2001

242.86 301.89 111.28 55.63 44.66 23.33

286.95 309.28 135.78 85.56 131.14 60.43

- - - - -

467.74 1309.90 1569.97 1201.22 650.74 573.68

473.90 1583.36 1940.40 1311.05 1034.13 821.64

576.36 1368.93 1379.36 1145.57 639.78 552.35

534.38 1902.33 2239.13 1534.07 1091.98 930.68

134.24 242.86 301.89 111.28 55.63 44.67

234.93 286.95 309.28 135.78 85.56 131.14

5. Refills Sept05 2005 2004 2003 2002 2001

1.89 1.17 0.40 0.98 1.24 1.14

1.34 1.58 0.41 0.77 0.96 0.35

- - - - -

8.27

36.28 32.81 8.18 9.98 8.51

6.31

28.39 30.27 5.15 3.63 7.22

8.74

35.56 32.04 8.77

10.24 8.42

7.57

42.93 51.23 10.75 7.15 7.98

1.42 1.89 1.17 0.40 0.98 1.24

1.32 1.34 1.58 0.41 0.77 0.96

6. .Ball pen parts & others * Sept05 2005 2004 2003 2002 2001

- - - - -

1.24 0.73 0.81

16.57 11.29 15.80

- - - - -

- - - - -

1980.11 827.04 42.58 0.15

35.98 46.44

- - - - -

1998.14 849.62 46.94 15.49 63.10 65.86

- - - - -

58.78 1.24 0.73 0.81

16.57 11.29

7.Software Sept05 2005 2004 2003 2002 2001

- - - - - -

- - - - - -

- - - - - -

-

300.25 - - - -

- - - - - -

-

300.57 - - - -

- - - - - -

- - - - - -

- - - - - -

Note : * Due to large number of large number of items in respect of ballpen and other parts it was impractical to furnish the quantitative details.

88

13. VALUE OF IMPORTED AND INDIGENOUS RAW MATERIALS AND STORES AND SPARES CONSUMED

(i) indigenous Sept 05 1406.86 96.42 2005 2851.41 94.23 2004 2659.81 87.92 2003 1861.97 91.28 2002 2534.99 97.76 2001 2803.77 95.98 Total Sept 05 1459.03 100.00 2005 3026.05 100.00 2004 3025.11 100.00 2003 2039.92 100.00 2002 2593.01 100.00 2001 2921.22 100.00 B. STORES AND SPARES Sept 05 7.64 100.00 2005 16.72 100.00 2004 15.55 100.00 2003 11.37 100.00 2002 14.70 100.00 2001 16.06 100.00 14. RAW MATERIAL CONSUMED

ITEM UNIT QUANTITY VALUE (in Rs.) (In Lakhs)

Plastic Granules

Sept-05

7.89

509.04

2005 17.14 1072.16 2004 27.96 1186.49 2003 13.29 750.62 2002 10.83 696.14 2001

Kgs. (In Lakhs)

14.56 1222.91

a. Raw Materials Value (Rs. In Lakhs) % (i) Imported Sept 05 52.17 3.57 2005 174.64 5.77 2004 365.31 12.08 2003 177.95 8.72 2002 58.02 2.24 2001 117.45 4.02

89

Refills

Sept-05

-

-

2005 1377.17 493.10 2004 297.42 108.37 2003 189.34 113.70 2002 1757.27 560.44 2001

(Pcs.) (In Lakhs)

1890.41 509.02

Ball Pen Tips

Sept-05

2080.70

604.74 2005 2788.61 817.09 2004 2752.58 884.90 2003 2128.46 538.68 2002 1667.43 576.97

2001

(Pcs.) (In Lakhs)

1714.08 577.31

Ink

Sept-05

0.80

229.68 2005 1.08 312.02 2004 1.05 337.25 2003 - - 2002 - - 2001

(Kgs.) (In Lakhs)

- -

Others

Sept.-05

-

115.56 2005 - 331.67 2004 - 508.10 2003 - 636.91 2002 - 759.46 2001 - 611.97

Total

Sept.-05

Kgs

(in Lakhs)

8.69

(Pcs.) (In Lakhs)

2080.70

1459.03

2005 Kgs (In Lakhs)

18.22

(Pcs.) (In Lakhs)

4165.78

3026.05

2004 Kgs (In Lakhs)

29.01

(Pcs.) (In Lakhs)

3050.00

3025.11

2003 Kgs (In Lakhs)

13.29

(Pcs.) (In Lakhs

2317.79

2039.92

2002 Kgs (In Lakhs)

10.83

(Pcs.) (In Lakhs

3424.70

2593.01

90

2001 Kgs (In Lakhs)

14.56

(Pcs.) (In Lakhs

3604.48

2921.22

15. Value of Import on C.I.F Basis

i) Raw Materials Value (Rs. In Lakhs) Sept 2005 59.34 2005 226.87 2004 279.86 2003 224.67 2002 61.85 2001 104.30

ii) Capital Goods Value (Rs. In Lakhs) Sept 2005 ---- 2005 69.22 2004 35.98 2003 41.72 2002 126.61 2001 55.46

NOTES 1. The Statement of Restated Profits and Losses for the financial year(s) ended on 31st March 2001, 2002, 2003, 2004,

2005 and the period ended 30th September 2005 and the Statement of Restated Assets and Liabilities as at 31st March 2001, 2002, 2003, 2004, 2005 and as at 30th September 2005 reflect the profits and losses and assets and liabilities for each of the relevant years indicated above. These statements have been prepared by extracting from the audited profit and loss account and balance sheet for the aforesaid years after making therein the disclosures and adjustments required to be made in accordance with the provisions of paragraph 6.10.2 of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000.

16. Segment Reporting

The business segment has been considered as the primary segment. The company is organized into one main business segment, namely ‘Ball pen, its components and stationery items’. The business segments have been identified considering the nature of business , the differing risks and returns, the organization structure and the internal financial reporting system. Segment revenue, results, assets and liabilities have been accounted for on the basis of their relationship to the operating activities of the segment and amounts allocated on a reasonable basis. Since the company was operating in one segment only before financial year 2004-05 , no segment reporting are given for those years. Further during the period 01.04.2005 to 30.09.2005 the company operated in one product line i.e. Ball pen , refill and other stationery items hence the Segment for that period not reported.

91

(Rs. In Lakhs)

Sr.No. Particulars 31.03.2005 30.09.2005

a. b.

8,967.98 300.57

5,953.71

-

Segment revenue Ball pen , refill and other stationary items Software Net sales income from operations 9,268.55 5,953.71

a. b.

Segment result (PBIT) Ball pen , refill and other stationary items Software Total profit before tax & interest Less: interest

1,320.98 0.32 1,321.30 385.78

944.01

- 944.01 208.76

Total profit before tax 935.52 735.25

a. b.

4,346.49

-

5,653.41

-

Capital employed Ball pen , refill and other stationary items Software Total capital employed 4,346.49 5,653.41

17. Amount remitted in foreign currency on account of Dividend

Net Dividend Remitted in Foreign Currency Particulars 31.03.2001 31.03.2002 31.03.2003 31.03.2004 31.03.2005 30.09.2005 Dividend on Equity Shares

Dividend Remitted ( excluding dividend tax) (Rs. In Lakhs)

- - - 7.44 7.40 18.15

Number of non-resident shareholder

- - - 1 1 1

Number of shares held (equity shares of Rs. 10 each)

- - - 1560000 1560000 1560000

18. Related Party disclosure under Accounting Standard 18 (As certified by management)

(Since the Accounting Standard 18 – “Related Party Disclosure” issued by The Institute of Chartered Accountants of India is applicable to accounting periods ended on or after April 1, 2001, the requirements of this accounting standard have been implemented from accounting year ended on March 31, 2002.) A. Key Managerial personnel, their relatives and enterprises over which they exercise significant influence:

Relationships: i) Subsidiary of Company iv)Functional Directors Not Applicable Shri Rajesh K. Drolia Shri Arun Beswal ii) Associate of company Smt. Anita Drolia(Up to 2001-02) Not Applicable iii) Other related parties in the group v) Relatives of Functional Directors where common control exists: Smt. Anita Drolia

92

Rajesh Kumar Drolia(HUF) Shri Chirag Drolia Premium Writing Products Shri Pawan Drolia Millennium Writing Products Pvt Ltd Ms. Akriti Drolia Jai Durga Engeering Co

The following transaction were carried out with related parties in ordinary course of business. a) Details relating to parties referred to in items (i),(ii),(iii),(iv)and (v) above

(in Lakhs)

Particulars Year (i) (ii) (iii) (iv) (v) Total

Sept.05 2004-05 329.10 329.10 2003-04 359.10 359.10 2002-03 460.00 460.00 2001-02 - -

Maximum outstanding of loans taken during the year

2000-01 - -

Sept.05 - 0.00 2004-05 85.00 85.00 2003-04 244.10 244.10 2002-03 274.10 274.10 2001-02 - -

Loans taken balance outstanding at year end

2000-01 - -

Sept.05 16.86 16.86 2004-05 29.68 29.68 2003-04 27.76 27.76 2002-03 24.24 24.24 2001-02 17.09 17.09

Managerial remuneration

2000-01 11.34 11.34

Sept.05 - 0.00 2004-05 - 0.00 2003-04 22.90 22.90 2002-03 29.05 29.05 2001-02 90.04 90.04

Service Charges

2000-01 47.28 47.28

Sept.05 - - 2004-05 7.12 7.12 2003-04 17.39 17.39 2002-03 18.75 18.75 2001-02 41.29 41.29

Repair and Maintenance

2000-01 48.38 48.38

Sept.05 467.74 467.74 2004-05 1425.04 1425.04

Sales

2003-04 2091.09 2091.09

93

2002-03 1165.35 1165.35 2001-02 71.59 71.59

2000-01 262.74 262.74

Sept.05 1426.78 1426.78 2004-05 2784.54 2784.54 2003-04 1900.09 1900.09 2002-03 1826.28 1826.28 2001-02 1393.90 1393.90

Purchase (others)

2000-01 823.90 823.90

Sept.05 49.30 49.30 2004-05 45.93 45.93 2003-04 68.86 68.86 2002-03 142.98 142.98 2001-02 160.76 160.76

Purchase of Fixed Assets

2000-01 113.31 113.31

19. Deferred tax

Accordingly, deferred tax have been computed for the reported years as under: (Rs. in Lakhs)

Description As at March

31, 2001

As at March

31, 2002

As at March

31, 2003

As at March

31, 2004

As at March

31, 2005

As at September

30,2005 Liabilities Related to fixed Assets

- 30.73 52.02 74.27 135.42 331.67

Assets Tax impact of expenses charged in the financial statements but allowable as deduction in future years under Income Tax Act

- - - - - -

Net Deferred Tax Liabilities

- 30.73 52.02 74.27 135.42 331.67

20. As at March 31, 2005, the particulars of disputed dues on account of Income tax matters that have not been deposited by the Company.

Name of the statute Nature of the dues Amount (Rs. in Lakhs)

Forum where dispute is pending

Period to which the amount relates

1. Income Tax Assessed Dues 380.59 Settlement Commission, Kolkata

Block Period 1991-92 to 2001-02

2. Income Tax Assessed Dues 558.29 CIT Appeal, Kolkata Ass. Year 2002-2003

Further, there are no dues in respect of customs duty, wealth tax, service tax and cess except income tax of Rs. 254.21 Lakhs and dividend tax of Rs. 64.89 which have not been deposited till date by the company.

94

21. As per the Accounting Policies of the Company, they have included Loan taken from banks & institutions payable

within a year and secured by Promoters properties in the accounting head of current liabilities.

22. Earning Per shares: (Rs. In Lakhs)

Sr. No.

Particulars 31.03.01 31.03.02 31.03.03 31.03.04 31.03.05 30.09.05

1 Restated Net Profit after tax

624.20 476.45 237.60 531.75 753.52 474.08

2 Less : Amount withdrawn from reserve for written off

- - (50.00) - - -

3 Balance available for distribution

624.20 476.45 187.60 531.75 753.52 474.08

4 Weighted average no of shares (Equity shares if face value of Rs. 10/- each)

83.59 104.20 109.42 119.82 119.82 122.63

5 Earning per share (Basic / Diluted)

7.47 4.57 1.71 4.44 6.29 3.87

6 Earning per share annualized (Basic / Diluted)

7.47 4.57 1.71 4.44 6.29 7.74

ANNEXURE IV (Rs. in Lakhs) RESTATEDCASH FLOW Particulars 31.03.01 31.03.02 31.03.03 31.03.04 31.03.05 30.09.05 A.CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extraordinary items

682.20 552.03 290.89 619.00 935.52 713.35

Restatedfor : Depreciation 84.39 124.70 168.72 196.47 351.95 215.36 Preliminary Expenses 0.50 0.50 0.52 0.50 0.50 0.25 (Profit) Loss on Sale of Fixed Assets

- - 1.05 1.11 33.97 1.14

Profit on sale of Investment - (169.36) - - - Deferred Revenue Expenditure 213.65 312.63 319.66 82.03 82.03 164.07 Baddebts W/o - (50.00) - - - Advance tax written off - - - - - 4.14 Prior period adjustment - - - - - (0.52) Operating Profit before Working Capital Changes

980.74 820.50 730.84 899.11 1403.97 1,097.69

Receivable (1689.35) (100.77) 83.54 436.85 (820.86) (1336.96) Inventories (554.70) (208.49) (33.57) (197.32) (532.89) (235.09) Trade Payable 563.68 346.23 (449.25) (494.17) (140.67) 72.37 Taxes paid (13.63) (8.46) (2.16) (4.66) (105.15) (0.38) Cash used in operating Activities

(1694.00) 28.51 (401.44) (259.30) (1599.57) (1,500.06)

95

Cash generated from Operations

(713.26) 849.02 329.40 639.81 (195.60) (402.37)

B.CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (581.98) (1142.73) (808.63) (162.94) (460.08) (273.16) Investment (114.21) - - - - - Sale of Fixed Assets - - 1.50 3.10 16.98 1.38 Sale of investment - 283.57 - - - - Cash used in Investing Activities

(696.19) (859.16) (807.13) (159.84) (443.10) (271.78)

C. CASH FLOW FROM FINANCING ACTIVITIES

Share Capital 412.56 0.02 156.00 - 0.01 84.48 Share Premium - - 265.20 - - 605.96 Dividend & Dividend Tax (129.97) (208.44) (62.53) (124.39) (77.42) (0.04) Unsecured loan 51.43 492.54 (63.24) (28.81) (368.79) 12.43 Secured Loans From Bank 946.79 86.09 352.19 (267.16) 1113.69 (69.19) Increase in amalgamation Reserve

456.86 - - -

Deferred revenue expenses (269.95) (329.81) (163.24) - Cash flow from financing Activities

1467.72 40.40 484.38 (420.36) 667.49 633.63

Net increase in cash and cash Equivalents (A+B+C

58.27 30.26 6.65 59.61 28.79 (40.52)

Opening balance of Cash &cash Equivalents

59.15 117.42 147.68 154.33 213.94 242.73

Closing balance of Cash & cash Equivalents

117.42 147.68 154.33 213.94 242.73 202.21

ANNEXURE V SUMMARY OF ACCOUNTING RATIOS

Particulars Unit Year

ended March

31, 2001

Year ended March

31, 2002

Year ended March

31, 2003

Year ended March

31, 2004

Year ended March

31, 2005

Half year ended

Sept.30, 2005

Nominal value of shares

Rupees 10 10 10 10 10 10

Earning per share Rupees 7.47 4.57 1.71 4.44 6.29 7.74 Net asset value per

share Rupees 25.10 24.00 29.10 31.10 36.30 46.10

Return on net worth Percentage 29.72% 19.08% 7.47 % 14.31% 17.34 % 16.78% Notes: Definition of ratios

Earning per share = {RestatedProfit / (loss) after tax as per Statement of RestatedProfits and Losses} /

{Weighted average number of shares} Net asset value = {Net worth as per Statement of RestatedAssets and Liabilities as reduced by } /

{Weighted average number of shares}

96

Return on net worth = {RestatedProfit / (loss) after tax as per Statement of RestatedProfits and

Losses} / {Net worth as per Statement of RestatedAssets and Liabilities}

ANNEXURE VI DIVIDEND

Particulars 2000-01 2001-02 2002-03 2003-04 2004-05 Rate% 20 6 6 6 15 Amount (in Lakhs) 208.44 62.53 71.89 71.89 179.73 ANNEXURE VII STATEMENT OF CAPITALISATION

(Rs. in Lakhs) Particulars Pre-issue as at

September 30, 2005

Post Issue on price of Rs.

70/-

Post Issue on price of Rs.

84/-A. Debts

- Short term debts * 1910.67 4160.67 4160.67 - Long term debts 609.46 2359.46 2359.46 Total Debts 2520.13 6520.13 6520.13 B. Shareholders’ fund - Share Capital 1,282.33 1781.33 1781.33 - Reserves 4,372.05 7372.05 8072.05 Total shareholder’s fund 5,654.38 9153.38 9853.38C. Misc Exp. not written off 0.97 0.97 0.97D Net Shareholders Fund 5,653.41 9152.41 9852.41E. Long term debt /equity 0.11 0.26 0.24

Note -1 * As informed by the management, short term debts are debts repayable within twelve months.

97

ANNEXURE-V111 STATEMENT OF TAX SHELTER (Rs. In Lakhs) Period Year Year Year Year Year ended ended ended ended ended ended September March March March March March 30, 2005 31, 2005 31, 2004 31, 2003 31, 2002 31, 2001 Profit / (loss) before tax as per books 713.35 957.42 619.00 290.89 552.03 682.21 of account (A) Tax rate % - Normal Tax rate 33.66 36.59 35.75 36.75 35.70 39.55 - MAT rate 8.42 7.84 7.69 7.88 7.65 8.48 Tax on profits as per the books 240.11 350.32 221.29 106.90 197.07 269.81 Permanent Difference Deduction U/s 80 IB / other deductions 697.88 768.56 329.56 165.88 283.99 752.02 Total Permanent Difference (B) 697.88 768.56 329.56 165.88 283.99 752.02 Timing Differences

Difference between tax depreciation

(57.75) 139.43 293.02 283.09 125.46 (66.89) and Book depreciation Other 10.22 (35.68) 5.24 (77.93) (17.91) (7.64)

Total Timing Difference ( C ) (47.53) 103.75 298.26 205.16 107.55 (74.53)

Net Adjustments (B+C) 650.35 872.31 627.82 371.04 391.54 677.49 Tax Saving thereon 218.91 319.18 224.45 136.36 139.78 267.95 Profit / (loss) as per Income Tax Returns (D)=(A-B-C) 63.00 85.11 (8.82) (80.15) 160.49 4.72 Taxable Income as per MAT 713.35 957.42 619.00 290.89 552.03 682.21 Tax as per Income as per MAT 60.06 75.06 47.59 22.91 42.23 57.82

98

CHANGES IN ACCOUNTING PERIOD There has been no change in accounting period since last three years. ANNEXURE-IX Out of the five year’s reported , other income (net of related expenses) exceeds 20% of net profit before tax arrived as per the statement of restatedProfit and Losses for the year (s) ended March 31,2002.the analysis of other income for these year(s) is as under.

Particulars Year ended

March 31, 2002 Income from Capital Gain 169.36 Interest 5.80 Duty Drawback 25.31 Rent 0.59 Miscellaneous 23.27

Total 224.33 The above other income is of recurring nature and is incidental to carrying on of the business by the Company. (Except for income from Capital gain of Rs. 169.36 Lakhs on sale of investment in shares held in trust. These shares were received on amalgamation with erstwhile Today’s Writing Instruments Limited.)

99

ANNEXURE-X

Analysis of secured loans taken by the company as at September 30,2005 a). Term loans

(Rs. in Lakhs) Name of

the Institution /bank

Nature of loan

Loan O/s as

at March 31,2001

Loan O/s as

at March 31,2002

Loan O/s as

at March31,2003

Loan O/s as

at March31,2004

Loan O/s as

at March31,2005

Loan O/s as

at Sept.30,2005

Rate of interest

per annum

Repayment schedule

Nature of

security

Purpose of Loan

State Bank of India

Corporate Loan (in Foreign

Currency)

- - - - 598.54 469.54 LIBOR +

375 BPS

Thirty six monthly

installment commencing

from Oct.2004

Refer foot note

(i)

Working Capital Support

--- do --- Corporate Loan (in Rupees)

- - - - 1.46 1.44 10.25 Thirty six monthly

installment commencing

from Oct.2004

Refer foot note

(i)

Working Capital Support

--- do --- Term Loan (in Rupees)

75.00 133.96 494.67 226.14 24.21 92.76 11.75 Thirty six monthly

installment commencing

from Oct.2004

Refer foot note

(ii)

Purchaseof

Moulds

Allahabad Bank

Term Loan (in Rupees)

- - - - 68.84 45.72 PLR +

2.50 %

Repayable in 12 equal quarterly

installments from April, 03

Refer foot note

(v)

Purchaseof

Moulds

Total 75.00 133.96 494.67 226.14 693.05 609.46 (i) Corporate loan aggregating Rs. 600.00 Lakhs from State Bank of India is secured by charge on assets being acquired through term loan and collaterally secured by extension of a) Equitable mortgage of office premises at 1 Lamp light , 9th Extn. Road , JVPD Scheme , Mumbai-400049 b) Equitable mortgage of factory land and building at Survey No -251/2 Valsad Falia ,Dadra 396193 c) Equitable mortgage of new office premises at Flat No-201 to 205, 2nd floor , Hari Om Chamber , New Link Road, Andheri (W) Mumbai d) First charge on the Company’s other moveable, machinery & assets. The Corporate loan has been converted in to FCNR (B) TL for Rs. 598.54 Lakhs and Indian currency loan for Rs. 1.46 Lakhs. (ii). Loan aggregating Rs. 24.21 Lakhs from State Bank of India is secured by first charge on asset being acquired through term loan and collaterally secured by extension of a) Equitable mortgage of office premises at 1 Lamp light , 9th Extn. Road , JVPD Scheme , Mumbai-400049 b) Equitable mortgage of factory land and building at Survy No -251/2 Valsad Falia ,Dadra 396193 c) Equitable mortgage of new office premises at Flat No-201 to 205, 2nd floor , Hari Om Chamber , Oshiwara Mumbai d) First charge on the Company’s other moveable, machinery & assets. (iii) Term loan of Rs. 68.84 Lakhs from Allahbad Bank Secured by first Charge of Moulds acquired through term loan and collaterally secured by Equitable mortgage of personal assets of Director and relatives and further secured by personal guarantee of a Director.

100

b) Working Capital Facilities : (Rs. in Lakhs) Name of the

bank Nature of

loan O/s as at March 31,2001

O/s as at March 31,2002

O/s as at March 31,2003

O/s as at March 31,2004

O/s as at March 31,2005

O/s as at Sept.

30,2005

Rate of interest per

annum

Nature of security

State Bank of India

WCTL - - - - - -

--- do ---

CC 1000.94 1028.07 1019.55 1020.92 1478.16 1455.22 10.25

--- do ---

OD - - - - - -

--- do ---

SLC / OD - - - - 189.53 226.88 13.25

Refer foot note (i)& (ii)

Total

1000.94 1028.07 1019.55 1019.55 1667.69 1682.10

Grand Total (A + B)

1075.94 1162.03 1514.22 1247.06 2360.74 2291.56

i) Cash credit from State Bank of India is secured by hypothecation of entire current assets including goods in transit and collaterally secured by a) Equitable mortgage of office premises at 1 Lamp light , 9th Extn. Road , JVPD Scheme , Mumbai-400049 b) Equitable mortgage of factory land and building at Survy No -251/2 Valsad Falia ,Dadra 396193 c) Equitable mortgage of new office premises at Flat No-201 to 205, 2nd floor , Hari Om Chamber , Oshiwara Mumbai d) First charge on the Company’s other moveable, machinery & assets. and further personal guarantee of Director & their relative. ii) Stand by line of credit from State Bank of India is secured by hypothecation of entire current assets including goods in transit and collaterally secured by a) Equitable mortgage of office premises at 1 Lamp light , 9th Extn. Road , JVPD Scheme , Mumbai-400049 b) Equitable mortgage of factory land and building at Survy No -251/2 Valsad Falia ,Dadra 396193 c) Equitable mortgage of new office premises at Flat No-201 to 205, 2nd floor , Hari Om Chamber , Oshiwara Mumbai d) First charge on the Company’s other moveable, machinery & assets. and further personal guarantee of of Director & their relative. ANNEXURE-XI Year wise analysis of unsecured loans (In Lakhs) Particular Year ended

March 31,2001

Year ended March 31,2002

Year ended March 31,2003

Year ended March 31,2004

Year ended March 31,2005

Year ended Sept,30,2005

Unsecured loans from promoters group companies: Jai Durga Engineering Co Premium writing products Millennium writing products private Ltd Varun writing instrument private Ltd Essem tips (P) Ltd. Zhandu pharmaceuticals Ltd.

40.00 420.00

- -

-

274.10

150.00

13.00

85.00 244.10

- -

- - - -

- - - -

80.00 Trade deposit (inclusive of interest accured)

184.44 216.98 176.64 255.83 216.14 148.57

TOTAL 184.44 676.98 613.74 584.93 216.14 228.57

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ANNEXURE-XII Analysis of Loans and advances

(Rs. in Lakhs)

Particulars As at March 31,

2001 As at March

31, 2002 As at March

31, 2003 As at March

31, 2004 As at March

31, 2005 As at Sept.30,

2005 Prepaid expenses 2.63 23.51 8.80 7.71 10.40 7.98 Advances recoverable 445.24 352.80 381.26 38.81 235.54 848.13 Sundry deposits 27.72 41.77 38.14 37.89 46.20 56.08 Advance tax 19.05 27.52 29.68 34.34 40.99 28.01 Others 4.47 5.12 1.08 2.49 6.42 7.41

Total 499.12 450.72 458.96 121.24 339.55 947.61 ANNEXURE-XIII Analysis of Sundry debtors

(Rs. in Lakhs)

Particulars As at March 31,

2001 As at March 31,

2002 As at March 31,

2003 As at March 31,

2004 As at March 31,

2005 As at Sept. 30,

2005 More than six months

-Considered good

101.15 312.63 450.96 315.89 701.84 748.46

-Considered doubtful

- 29.93 - - - -

Less than six months

2445.63 2379.96 2152.00 2192.60 2415.85 3085.15

Total debtors 2546.78 2722.52 2602.96 2508.49 3117.69 3833.61 Less: Provisions for doubtful debts

- 29.93 - - - -

Net debtors balance 2546.78 2692.59 2602.96 2508.49 3117.69 3833.61 For CHATURVEDI SOHAN & CO. For AJAY SHOBHA & CO. Chartered Accountants Chartered Accountants

(SOHAN CHATURVEDI) (AJAY GUPTA) Partner Proprietor Place : Dadra Dated : 30.12.2005

102

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion of our financial condition and results of operations together with our financial statements, as restated, for each of the fiscal years ended March 31, 2003, 2004 and 2005, and the six months ended September 30, 2005, including the notes thereto and the reports, schedules and annexures thereon, which appear in the Auditor’s Report included elsewhere in this Draft Prospectus. These financial statements are prepared in accordance with Indian GAAP and the Companies Act and are restated in accordance with SEBI Guidelines. Financial information relating to the six months ended September 30, 2005 included in this Draft Prospectus have been derived from the audited financial statements for such period, prepared in accordance with Indian GAAP as set forth in a report of the Auditors which has not been included herein. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year (e.g., fiscal 2005) are to the twelve-month period ended March 31 of that year. OVERVIEW Our company is engaged in the manufacture and marketing of writing instruments and stationery items under the brand of “Today’s”. Our company which enjoys good market share in the local market, has a financial and technical tie up with MonAmi, Korea which is Korea’s largest writing instruments company with a presence in more than 140 countries. MonAmi has been in writing instruments business for over 45 years with strong R & D Skills and manufactures their own moulds and machinery that produce pens. Comparison of significant items of income and expenditure of TODAY’S WRITING PRODUCTS LTD. for the past three years is as follows: (Rs. in lakhs) Particulars 31/03/2003 31/03/2004 31/03/2005 Six months

period ended 30/09/2005

Income Sales (A) 7161.65 8121.02 9268.55 5953.71 Job Work (B) 63.24 86.33 - - Total Sales/Turnover (A+B) 7224.89 8207.35 9268.55 5953.71 % Increase (7.73%) 13.59% 12.93% 28.47* Other Income 44.68 40.98 51.57 15.18 Total 7269.57 8248.33 9320.12 5968.89 Expenditure Material Cost 3267.22 4865.24 5744.19 3745.35 % to Total Sales 45.22 59.27 61.96 62.91 Manufacturing & Other Expenses 3204.27 2291.37 1902.68 1086.17 % to Total Sales 44.35 27.92 20.53 18.24 Interest/Finance Charges 275.23 276.25 385.78 208.76 % to Total Sales 3.81 3.37 4.16 3.51 Depreciation 168.72 196.47 330.05 215.26 % to Total Sales 2.34 2.39 3.56 3.62 Total 6978.68 7629.33 8362.70 5255.54 Net profit/(Loss) before tax 290.89 619.00 957.42 713.35 Taxation 53.28 87.25 182.00 261.17 Net Profit/(Loss) after tax 237.61 531.75 775.42 452.18 % Increase (50.13%) 123.79 45.82 16.63* *Annualised

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COMPARISION OF FY 2004 WITH FY 2003 – REASON FOR VARIANCE During the year, while the world witnessed a global economic slow down our company was busy completing its consolidation process, which had begun the previous year. Our company refocused its attention on to the lower value pens to optimally utilize our extensive infrastructure for higher volume production. This has been a challenging process and we were able to increase our turnover and also profit after tax. Due to the emphasis on volumes sales have increased by 13.59% as compared to the previous year. Due to this reorganization, profit after tax was also increased by 123.79% as compared to the previous year. The consolidation process has enriched our company by re-orienting its strategies, infusing new technology and also saw reduction in costs to make its products more competitive in the market. During the year our company launched various new models in the price segment of Rs.2 and Rs.3 and has achieved the no.1 position in this category and was thus able to penetrate the market with greater strength. This will pay rich dividends to our company as now the higher value products will follow the lower value into the same outlets. This low price high volume strategy is now being followed up with several product launches at the highly lucrative Rs.5 price point. Subsequently a brand new product portfolio was prepared for the Rs.10 segment, hitherto a price point at which your company was the undisputed leader. The year also saw our company lay a strong foundation for itself in the gel ink pen segment. This high growth segment has seen several new entrants and the market become highly fragmented as a result. Your company had been developing its gel ink pen technology over the last few years and recently with the tie-up with MonAmi, Korea, our Company was able to successfully launch its gel ink pens in the Indian market. The technological inputs from the Korean partner played a very important role in our Company breaking the Rs.5 price point for a full fledge gel ink pen. The strategy has seen a tremendous response from the Indian consumers and our Company has made additional investments to increase its production capacity for products at this price point. During the year, Company’s export has increased by 24.67% to Rs.182.16 Lakhs compared to Rs.146.11 lakhs last year. Our company continued its development of the export markets and more new export markets are explored. Our company has exported to countries like Egypt, Malaysia, Thailand, Philippines, UAE, Sri Lanka & England. Our company’s products have been very well accepted in the overseas market, big departmental stores. The effective marketing campaigns has paid rich dividends and due to company’s superior quality orientation our company has bagged good regular export orders from multinational departmental stores. COMPARISION OF FY 2005 WITH FY 2004 – REASON FOR VARIANCE During the year, our company has witnessed an increase in turnover by 12.93% to Rs.9268.55 Lakhs (previous year Rs.8207.35 Lakhs). This was possible due to reorientation of marketing strategies, change in product mix and greater emphasis on production of higher value pens. Despite difficult market conditions and rising raw material prices of plastic components, the Net profit increased by 45.82% to Rs.775.42 lakhs (previous year Rs.531.75 Lakhs). This was achieved by substituting higher priced raw materials with lower priced raw materials, and improving production efficiencies through improved manufacturing of our own moulds and getting higher number of pen components from better designed moulds. Also our company introduced several new pen products and changed the product mix to improve profit margins. During the year our company launched various new models in the price segment of Rs.2 to Rs.15 per pen and has achieved a dominant position in pens priced upto Rs.5 each and was thus able to penetrate the market very successfully. This low value high volume strategy is now being followed up with several new product launches at Rs.5 price points and upto Rs.15 price points per pen. During the current year, barring any unforeseen circumstances, our company expects to achieve a much higher turnover and profits due to higher volumes and better realizations per pen sold and better market acceptance of new products introduced. During the year, Company’s exports fell to Rs.155.75 Lakhs compared to Rs.182.16 Lakhs last year. This drop in exports by Rs.26.41 Lakhs was due to lower realizations per pen. However the quantity of ball pens exported have increased by 4.5% from the previous year. Our company has exported its pens in FY 2005 to countries like United Kingdom, Italy, Japan, Malaysia, Phillipines, UAE and Sri Lanka. Your Company’s products have been very very well accepted in the overseas market and in big departmental stores in U.K. like Poundland etc.

104

During the year, our company has entered into an agreement with a Multinational company in Sri Lanka whereby our company’s products will be marketed in Sri Lanka and a joint venture agreement will be entered in the coming year. COMPARISION OF SIX MONTHS PERIOD ENDED SEPTEMBER 30, 2005 WITH FY 2005 - REASON FOR VARIANCE. During the six months period ended September 30, 2005, the (annualized) turnover of our company increased by 28.47% to Rs.5953.71 lakhs as compared to FY 2005. The (annualized) profits before tax showed an increase of over 49% as compared to the FY 2005. The deffered tax liability increased substantially on account of write-off of deferred revenue expenditure thereby leading to higher tax liability and consequently lower PAT as compared to the earlier year. Our company has from April 01, 2005 started selling wide range of stationery products including Pencils, erasers, sharpners, scales, school note-books and a range of office stationery products under “Today’s” brand name through our existing distribution network of 4,40,000 retail outlets all over India. This has added to the turnover of our company. Further there was greater emphasis on production of higher value pens. Our average realisation per pen has grown from Rs. 1.60 per pen in FY 2004 to Rs. 2.02 per pen in FY 2005 and Rs. 2.60 per pen in first six months of FY 2006.

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Information required as per clause 6.10.5.5(a) of the SEBI Guidelines: a. Unusual or infrequent events or transactions There have been no unusual or infrequent transactions that have taken place. b. Significant Economic changes that materially affected or are likely to affect income from continuing operations: There are no significant economic changes that materially affect or likely to affect income from continuing operations. c. Known trends or uncertainties Apart from the risks as disclosed in this Prospectus, there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income form continuing operations. d. Future relationship between costs and revenue The expansion of the current operations would enable the Company to procure raw materials in bulk locally as well as import from the direct manufacturers. This would in turn result in negotiating for more competitive prices and help the Company to achieve economies of scale. e. Reason for increase in sales/revenue The increase in sales is mainly due to increased volume. Our company has improved per pen realizations by selling higher priced pens. By substituting higher priced raw materials with lower priced raw materials, and improving production efficiencies through improved manufacturing of our own moulds and getting higher number of pen components from better designed moulds. Also our company introduced several new pen products and changed the product mix to improve profit margins. f. Total turnover of the Industry The size of the writing instruments industry in India is estimated at about Rs. 1800 crores p.a. of which organized players account for 70% of the market share and the unorganized players for the rest. The industry grew by about 15% in 2004-05, largely driven by the growth of the organized sector, indicating that consumers are responding favorably to quality and branding. g. New products Introduction Our company, at any given point in time, has over 40 different product varieties in the market. We launch over 15 new pen designs every year in the market. h. Seasonality of business None of the Company’s products sold are seasonal in nature. i. Over dependence on Single supplier/Customer We are dependent on a few suppliers for our raw material especially plastic granules, tips and inks that are our main raw material input. Any delay in availability of required raw material or any other item of production in appropriate quantity and right quality at the right time may lead to cancellation of orders. Further any delays or non-conformance to quality requirements by our suppliers can impact our ability to meet our customer’s requirements and thus impact our business continuity in the long term.

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j. Competitive conditions The Company has been strengthening its position in the product lines in which it is operating. The Company also has been expanding its markets and customer base in the local as well as international market. All these things have been helping the Company to stand against the competition.

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SECTION VI: LEGAL AND REGULATORY INFORMATION

OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES There are no outstanding litigations against our Company, our Subsidiary, our Directors, our Promoters and our Promoter group or any disputes, tax liabilities, non payment of statutory dues, overdues to banks/ financial institutions, defaults against banks/ financial institutions, defaults in dues towards instrument holders like debenture holders, fixed deposits and arrears on cumulative preference shares issued by our Company, defauts in creation of full security as per terms of issue/ other liabilities, proceedings initiated for economic/ civil/ any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Company, our Subsidiary, our Directors and our Promoters, except the following: A. Outstanding litigation and contingent liabilities of our company As on September 30, 2005, contingent liability is as follows:

Sr. No. Particulars Amount (Rs. in lakhs)

a) Contingent Liabilities Bill Acceptance - Letter of Credit to Bank 229.88 EPCG Scheme 69.90 Bank Guarantee 8.55 Income Tax Assessed Dues 938.88 Claims not acknowledged as debts 4.49

b) Capital contract 280.00 Total 1531.70

In the event such contingent liability materializes it may have an adverse affect on our financial performance. Against the Company A. 1 Income Tax Cases A.1.1 IT Appeal (Assessment Year 2002-2003)

An assessment order was passed on March 31, 2005 against the Company disallowing Research and Development expenses of Rs. 10,98,386/-; additional income of Rs. 90,283/- was added under the head of income from business or profession; related party transaction of Rs. 1,00,00,000/- was added to the head of income from business or profession; T. D. S of Rs. 18,13,026/- was added to the head of income from business or profession; borrowings of Rs. 10,01,13,499/- was added under the heads income from other sources and interest paid thereon of Rs. 8,30,174/- was added to income from business and other sources; tax on dividend of Rs. 21,26,088/- was additionally charged; T. D. S. certificates of Rs. 1,17,046/- were disallowed and deductions u/s 80G of Rs. 11,000/- was disallowed. Accordingly a Notice of demand of Rs. 5,79,54,671/- was made on March 31, 2005 u/s 156 of the IT Act. An appeal has been preferred to the Commissioner of Income Tax (Appeal), Kolkata on May 19, 2005. The matter is pending for hearing.

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A.1.2 IT Settlement Application (Block Assessment Years 1990- 91 to 2001-02)

Search and seizures were carried out by the IT officials in the premises of Company and notice was issued u/s 158 on November 29, 2001 and the matter was heard. Therafter, an order was passed on January 31, 2003 wherein undisclosed income of Rs. 4,84,06,870/- was computed for the block period on which IT liability of Rs. 3,39,81,623/- was charged on the Company. Subsequently an application of settlement of Income Tax u/s 245C(1) was made to the Income Tax Settlement Commission, Kolkata on July 13, 2004. The said application was registered under no. 2/3/35/2004-05/IT and the Company in the same application disclosed income of Rs. 2,00,000/- whereby balance additional tax to be paid was Rs. 1,22,400/-. The matter is pending for hearing.

A.2. BSE order

Suspension of Trading

BSE issued a show cause notice to the Company on October 10, 2003 for non-compliance of the listing agreement in the following manner :

- Application for listing of 15,60,000 equity shares of Rs. 10/- each allotted to MonAmi Limited not made - Information regarding foreign and NRI shareholding as well as list of shareholders holding above 1% in the

Company not submitted for the period from March 2001-September 2002 - Information to BSE regarding the merger of Today’s Writing Instruments Limited with the Company not duly

intimated - Disclosures under Reg 6(2), Reg 8(3) of SEBI(Substantial Acquisition of Shares and Takeover)Regulations,

1997 for the years 1998, 1999 and 2002 not submitted. - Failure to dispose the pending investor complaints, failure for appointment of compliance officer and registrar

and transfer agent The Company in its reply dated October 15, 2003 stated that as follows:

- The Company apologized for its inadvertent delay in filing the application form dated 10/10/03 for listing of aforementioned securities.

- The Company submitted the information pertaining to foreign and NRI shareholding alongwith list of shareholders holding above 1% in the Company as required.

- The Company maintained that the information in respect of the merger was intimated to the Stock Exchanges pursuant to the same merger being sanctioned by the Court.

- The Company also maintained that the information/disclosure as required under Reg 6(2), Reg 8(3) of the SEBI(Substantial Acquisition of Shares and Takeover)Regulations, 1997 for the years 1998, 1999 and 2002

- The Company replied that it had duly appointed Mr. Sanjay Mishra as their compliance officer on July 1, 2003 and the investor complaints had been solved.

BSE further issued a letter dated December 4, 2003 further demanded: - Information regarding outcome and date of the Board meeting in which proposal for the same merger was

approved - Information as to during the period between July 31, 2000 and October 31, 2000, Mrs Anita Drolia and Mr.

Sanjay Mishra had traded in equity shares while in possession of price sensitive information regarding approval of the Court to the aforementioned merger prior to informing stock exchanges about the same. BSE further issued a letter dated December 8, 2003 informing the Company that the matter has been placed for hearing of a Director in charge of operations before the listing committee of the exchange on December 11, 2003.. The Company in its letter dated December 24, 2003 replied to the above queries as under:

- The Company submitted that the stock exchanges were informed about the approval of the aforementioned merger by the Board of Directors and the Shareholders pursuant to the meetings for same.

- Even though the order of the Court with respect to approval of the merger was passed on July 31, 2000, it was received only on September 30, 2000. Thus information regarding the approval of the merger was intimated to the stock exchanges on November 26, 1999 and December 21, 1999. Thus Mrs. Drolia and Mr. Mishra had not acted on information which was unpublished price sensitive.

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BSE further by its letter dated January 2, 2004 informed about hearing to be given to the Company before the listing committee on January 13, 2004. Bombay Stock Exchange Limited vide notice no 20040204-20 dated 4th February, 2004 suspended members from trading in the equity shares of Today’s Writing Products Limited (Scrip Code 531830) for a period of seven days from Tuesday, 10th February, 2004 for non compliance of clauses of Listing Agreement. The trading was allowed to be resumed from Tuesday, 17th February, 2004.

A. 3. Summary Suits A. 3.1. Jitendra Navinchandra Kamdar v. Today’s Writing Products Limited (Summary Suit no 1727 of 2004)

The plaintiff issued a letter dated February 2, 2004 requiring the Company to pay an amount due to the plaintiff by the Company within 15 days from the receipt of the letter, for the goods consisting of stamping foils and silicon rubber sheets supplied by them to the Company. Further, the plaintiff issued a notice dated April 7, 2004 u/s 433 & 434 of the Act demanding the payment due of the same within 21 days thereof. The plaintiff in the Summary Suit filed before the High Court of Judicature at Bombay dated May 18, 2004 states that a sum of Rs. 12,39,053/- (Rs. 7,89,561/- principal amount and Rs. 4,49,492.00/- interest) is due and payable by the Company to them in respect of goods supplied upto March 31, 2004 at the agreed rate of 24% per annum. The matter is pending for hearing.

A.4 Criminal Case filed by the Company

M/s Today’s Writing Products Limited v. M/s Sheetal Enterprises and Shri P.D. Vora (Criminal Complaint no. 3183/2001

M/s Sheetal Enterprises purchased material of writing products from the Comapny on credit basis and the bills raised for the supply of material amounting to Rs. 57,853/- out of which only Rs. 2398/- has been paid by the accused as part payment. The remaining dues of Rs. 55,455/- were to be paid by the accused by cheques nos. 138466 and 138522 dated 1/10/2000 and 15/12/2000 respectively, however the same bounced. Further, the accused had even issued a promising statement dated 05/01/2001 that the same cheques will be cashed. The accused further promised the complainant to redeposit the cheque no 138522, but the cheque bounced again. Thus within 15 days, the complainant issued a registered notice to the accused demanding payment of remaining dues. On non-payment, the complainant has filed the complaint under section 138 of the Negotiable Instruments Act, 1881 on 13/08/2001 before the Judicial Magistrate at Pardi. the matter is pending for hearing.

B. Litigation against the Promoters and Promoter Group B.1 SEBI Inquiry against our Promoter B.1.1 Investigation against Mrs Anita Drolia and Mr. Sanjay Mishra by the Investigation Department of SEBI

A Showcause notice was issued by the Investigation Department of SEBI on November 20, 2003 to our Promoter, Mrs. Anita Drolia and our compliance officer, Mr. Sanjay Mishra u/s 11 and 11B of the SEBI Act, 1992, Reg 11 of SEBI (Prohibiton of Insider Trading) Regulations, 1992 on the grounds that they were aware of the merger of the Company with Today’s Writing Instruments Private Lmited (TWIL) and various developments in this regard. It is apprehended that in the intervening period during July 31, 2000 and November 20, 2000, they acted on unpublished price sensitive information of the merger and in the course of the same aquired gains of approximately Rs. 9,55,000/- and 3,04,000/- by those transactions respectively. Mrs. Anita Drolia and Mr. Sanjay Mishra in their respective replies dated Januray 21, 2004 stated that the information of merger was already public in view of the newspaper advertisement, notice to the stock exchanges, on-going Court proceedings in respect of the merger and shareholder’s meeting for approval on the same when they traded in the shares of the Company and thus the same information was not price sensitive or unpublished. After several adjournments for hearing, the Company appeared before the Investigation Department on January 2, 2006. The matter is pending for orders.

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B.1.2 Inquiry against Mrs Anita Drolia and Mr. Sanjay Mishra by the Adjudicating Officer of SEBI

A showcause notice dated March 23, 2004 was issued against our Promoter, Mrs. Anita Drolia and our compliance officer, Mr. Sanjay Mishra under Section 15G of the SEBI Act, 1992, Reg 4 of the Securities and Exchange Board of India (Insider Trading) Regulations, 1992 by the Adjudicating Officer of SEBI on the grounds that the they were aware of the merger of the Company with Today’s Writing Instruments Private Lmited (TWIL) and various developments in this regard. Hence a monetary penalty was sought to be imposed on Mrs. Anita Drolia and Mr. Sanjay Mishra. It is apprehended that in the intervening period during July 31, 2000 and November 20, 2000, they acted on unpublished price sensitive information of the merger and in the course of the same aquired gains of approximately Rs. 9,55,000/- and 3,04,000/- by those transactions respectively.

Mrs. Anita Drolia and Mr. Sanjay Mishra in their respective replies dated May 2, 2004 stated that the information of merger was already public in view of the newspaper advertisement, notice to the stock exchanges, on-going Court proceedings in respect of the merger and shareholder’s meeting for approval on the same when they traded in the shares of the Company and thus the same information was not price sensitive or unpublished. After hearing given to Mrs. Anita Drolia and Mr. Sanjay Mishra, the Adjudicating Officer passed an orders on September 30, 2004, wherein no penalty was levied by SEBI and the matter against Mrs. Drolia and Mr. Sanjay Mishra was disposed off.

Other than those mentioned above there are no outstanding litigations against our Promoters and our Promoter group or any disputes, tax liabilities, non payment of statutory dues, overdues to banks/ financial institutions, defaults against banks/ financial institutions, other liabilities, proceedings initiated for economic/ civil/ any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Promoters and Promoter Group.

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GOVERNMENT/STATUTORY AND BUSINESS APPROVALS In view of the approvals listed below, our Company can undertake this Issue and its current business activities. Our Company has received the necessary consents, licenses, permissions and approvals from the Government and various Government agencies required for its present business and no further approvals are required for carrying on the present as well as the proposed business except as mentioned below. We have received the following significant Government approvals, licenses and permissions: A. Incorporation 1. Certificate of Incorporation bearing No. 54-00041 of 1992-93 dated April 29, 1992 in the name of Creative

Stationo Products Private Limited issued by the Registrar of Companies, Gujarat. 2. Certificate of Incorporation bearing No. 54-00041 dated September 27, 1995 for change of name to Today’s

Writing Products Private Limited by the Registrar of Companies, Gujarat. 3. Certificate of Incorporation bearing No. 54-00041 dated October 6, 1995 for further change of name to Today’s

Writing Products Limited by the Registrar of Companies, Gujarat. B. Industrial/Labour/Tax/Reduction 1. Permanent Account Number AABCT1487E of TWPL issued by the Director of Income Tax (Systems). 2. Certificate of registration bearing no. 40049/C-1940 issued under The Central Sales Tax (Registration and

Turnover) Rules, 1957 on 10/02/2005 which is valid till cancellation for the purpose of re-selling of writing products and fast moving consumer goods.

3. Registration Certificate no. 400040/S-2232 issued under by Sales Tax Department, Maharashtra under Bombay

Sales Tax Act, 1959 re-selling of writing products and fast moving consumer goods. 4. Sales Tax Registration No. DNH/ST/1164 dated 24/11/1993 issued under the Dadra and Nagar Haveli Sales

Tax Regulation 1978 whereby our company is exempted from payment of sales tax levied under the said Regulation in respect of goods (Pencil box, pen stand, scale (without graduated)) which are manufactured in the Union Territory of Dadra and Nagar Haveli w.e.f. 08/03/1994, which is valid upto 07/03/2009.

5. Sales Tax Registration No. DNH/CST/1106 dated 24/11/1993 issued under the Central Sales Tax Act ,1956

whereby our company is exempted from payment of central sales tax levied under the said Act in respect of goods (Pencil box, pen stand, scale (without graduated)) which are manufactured in the Union Territory of Dadra and Nagar Haveli w.e.f. 08/03/1994, which is valid upto 07/03/2009.

6. Copy of letter no. ADM/STO/ST/AMDT/96/327 dated 13/09/1996 received from Administration of Dadra and

Nagar Haveli, U.T. (Department of Sales Tax) pursuant to the amendments made in the Registration certification No. DNH/CST/1106 dated 24/11/1993 by inclusion of the additional place of business and additional products to be manufactured by our company.

7. Copy of letter no. ADM/STO/ST/AMDT/96/327 dated 13/09/1996 received from Administration of Dadra and

Nagar Haveli, U.T. Department of Sales Tax pursuant to the amendments made in the Registration certification No. DNH/ST/1164 dated 24/11/1993 by inclusion of the additional place of business and additional products to be manufactured by our company.

8. Copy of letter no. ADM/ACST/CST/AMDT/2002/1560 dated 30/12/2002 received from Administration of

Dadra and Nagar Haveli, U.T. (Department of Sales Tax) pursuant to the amendments made in the Registration certification No. DNH/CST/1106 dated 24/11/1993 by inclusion of the additional place of business and additional products to be manufactured by our company.

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9. Copy of letter no. ADM/ACST/ST/AMDT/2002/1560 dated 30/12/2002 received from Administration of Dadra and Nagar Haveli, U.T. Department of Sales Tax pursuant to the amendments made in the Registration certification No. DNH/ST/1164 dated 24/11/1993 by inclusion of the additional place of business and additional products to be manufactured by our company.

10. Our company has obtained VAT registration no. 26000001164 from Administration of Dadra and Nagar Haveli,

U.T. (Sales Tax Department) under the VAT Regulation 2005. 11. Certificate of registration as small scale industrial unit for manufacturing and assembling of Ball Pens issued by

Directorate of Industries, Dadra and Nagar Haveli, bearing registration no. 54/00/00955 dated 27/07/1992. 12. Licence has been obtained from the Government of India, Ministry of Commerce & Industry, Department of

Industrial Policy & Promotion, Secretariat for Industrial Assistance for Carrying on Business for the manufacture of ball pens and ball pen components vide their letter dated 16/10/2001.

13. Factory license No. 415 dated 03/01/1997 for the factory located at 104/3, Demni Road, Village Dadra,

Silvassa engaged in the manufacture of ball pens, writing instruments and other stationery items issued by the Chief Inspector of Factories, Administration of Dadra & Nagar Havali, Silvassa, which is valid upto 31/12/2005.

14. Factory license No. 1456 dated 20/08/2001 for the factory located at Survey No. 251/2, Valsad Falia, Near Jain

Temple, Village Dadra, Silvassa engaged in the manufacture of Ball Pens issued by the Chief Inspector of Factories, Administration of Dadra & Nagar Havali, Silvassa, which is valid upto 31/12/2005.

15. Registration Certificate No. KW-11/009677 issued under Bombay Shops and Establishments Act, 1948 on

09/04/2003, which was renewed on 17/05/2005. 16. Certificate of Importer-Exporter bearing no. 0397046324 issued on 23/09/1997 by Government of India,

Ministry of Commerce, Joint Director General of Foreign Trade to our company. 17. Our company has received sanction for 500KVA load of power supply from the Administration of Dadra and

Nagar Haveli, U.T., Electricity Department, Silvassa, vide their letter no. 1-1(42)/ELE/2001/2088 dated 06/07/2005

18. Our company has been granted consent dated 18/06/2003 from Maharashtra Pollution Control Board to operate

under Section 25of the Water (Prevention & Control of Pollution) Act 1974, vide consent order no. PCC/DDD/WH/975/DR/WA/95-96/30. This consent is valid upto 31/12/2003.

19. Company is registered with Employees Provident Fund Organisation in Gujarat region having code no.

GJ/SRT/31353. C. Trademark and Patent Approvals

Our Company has 26 registered trademarks. Our Company also has 5 registered patent rights.

D. EOU Unit related approvals

a) Our company has obtained the permission for establishing new undertaking at Survey No. 245/2, Village Dadra, Union Territory of Dadra and Nagar Haveli for the manufacture of plastic body ball point pen, plastic body ball point pen parts from the Government of India, Office of the Development Commissioner, SEEPZ Special Economic Zone, Ministry of Commerce and Industry, Andheri (East), Mumbai, vide their letter no. PER:SEEPZ:IA(II):27(2005)/47/2005-06 dated 18/10/2005.

b) Green Card no. 01602 dated December 13, 2005 issued by the Development Commissioner, SEEPZ, SEZ for the EOU project. The same is valid upto October 17, 2008.

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Except as stated above, further approvals required to set up the EOU project are yet to applied for by the Company

PENDING APPROVALS 1. Our company has been granted consent dated 18/06/2003 from Maharashtra Pollution Control Board to operate

under Section 25of the Water (Prevention & Control of Pollution) Act 1974, vide consent order no. PCC/DDD/WH/975/DR/WA/95-96/30. This consent is valid upto 31/12/2003.

2. Company has made applications for 52 trademarks of various classes; for their every new product name; which are

pending at some stage before the Trade Mark Registry. Except as stated above, our Company has received all the necessary permissions and approvals from the Government and various non-government agencies for conducting business. No further approvals from any Government Authority are required by our company to undertake the activities save and except those approvals, which may be required to be taken in the normal course of business from time to time. It must be understood that in granting the above approvals the Government of India and other authorities do not undertake any responsibility for the financial soundness of the undertaking or for the correctness of any of the statements made or opinions expressed in this regard.

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OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for This Issue The Board of Directors have, pursuant to a resolution passed at its meeting held on July 27, 2005, authorised the Issue, subject to the approval of the shareholders of our Company under Section 81 (1A) of the Companies Act. Our shareholders have authorised the Issue by a special resolution adopted pursuant to Section 81 (1A) of the Companies Act, passed at the Annual General Meeting held on September 28, 2005. In terms of the aforesaid special resolution, our Board of Directors has decided to issue 50,00,000 equity shares of Rs.10/- each for raising funds upto Rs.4200.00 lakhs in the Board meeting held on January 09, 2006 and also approved the draft prospectus. We have also obtained all necessary approvals required for the Issue. For further information, see “Government/Statutory and Business Approvals” on page 111 of this Draft Prospectus. Prohibition by SEBI Our Company, our Directors, our Promoters, the directors and persons in control of our Promoters, other companies promoted by our Promoters and companies with which our Directors are associated as directors have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. ELIGIBILITY FOR THIS ISSUE In terms of clause 2.3 of the SEBI (Disclosure and Investor Protection) Guidelines, 2000 and amendments thereof, TODAY’S WRITING PRODUCTS LTD. is eligible to make a Public Issue of equity shares as explained below: − The proposed Offer size does not exceed five times the pre-offer networth as per the audited accounts for the years

ended on September 30, 2005. − There has been no change in the name of the issuer company within the last one year. We undertake that the number of allottees in the Issue shall be at least 1,000. Otherwise, the entire application money shall be refunded forthwith. In case of delay, if any, in refund, the Company shall pay interest on the application money at the rate of 15% per annum for the period of delay. DISCLAIMER CLAUSE AS REQUIRED, A COPY OF THE DRAFT PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THIS ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT PROSPECTUS. THE LEAD MANAGERS KEYNOTE CORPORATE SERVICES LIMITED AND CANARA BANK HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000, AS FOR THE TIME BEING IN FORCE. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT PROSPECTUS, THE LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE,

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THE LEAD MANAGERS, KEYNOTE CORPORATE SERVICES LIMITED AND CANARA BANK, HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED JANUARY 19, 2006 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS: “WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFT PROSPECTUS PERTAINING TO THE SAID ISSUE. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, IT’S DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THIS ISSUE, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY. WE CONFIRM THAT: A) THE DRAFT PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS,

MATERIALS AND PAPERS RELEVANT TO THIS ISSUE; B) ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE

GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

C) THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO

ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE.

D) BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT PROSPECTUS ARE

REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS ARE VALID. The filing of the Draft Prospectus does not, however, absolve our company from any liabilities under Section 63 and Section 68 of the Companies Act or from the requirement of obtaining such statutory and other clearances as may be required for the purpose of the proposed offer. SEBI further reserves the right to take up at any point of time, with the Lead Managers, any irregularities or lapses in the Draft Prospectus. DISCLAIMER STATEMENT FROM OUR COMPANY AND THE LEAD MANAGERS Investors that bid in the Issue will be required to confirm and will be deemed to have represented to our company and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares. Our company and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares. Our Company and the Lead Managers accept no responsibility for statements made otherwise than in this Draft Prospectus or in the advertisements or any other material issued by or at instance of the above, mentioned entities and anyone placing reliance on any other source of information, including our website, www.todays-pens.com, would be doing so at his or her own risk. The Lead Managers accept no responsibility, save to the limited extent as provided in the Underwriting Agreement to be entered into between the Underwriters and our company and the Memorandum of Understanding between the Lead Managers and our company.

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Our Company and the Lead Managers shall make all information available to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at bidding centers etc. Neither our company nor the Syndicate is liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. IMPERSONATION As a matter of abundant caution attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68(A) of the Companies Act, 1956, which is reproduced below: “Any person who: a) makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or b) otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name shall be punishable with imprisonment for a term which may extend to five years.” DISCLAIMER IN RESPECT OF JURISDICTION This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other trust law and who are authorised under their constitution to hold and invest in shares). This Draft Prospectus does not, however, constitute an invitation to subscribe to shares Issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose possession this Draft Prospectus comes is required to inform himself or her self about and to observe any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only. No action has been or will be taken to permit a public issuing in any jurisdiction where action would be required for that purpose, except that this Draft Prospectus has been filed with SEBI for observations and SEBI has given its observations and this Draft Prospectus has been filed with Registrar of Companies, Maharashtra as per the provisions of the Companies Act. Accordingly, the Equity Shares, represented thereby may not be issued or sold, directly or indirectly, and this Draft Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our company from the date hereof or that the information contained herein is correct as of any time subsequent to this date. DISCLAIMER CLAUSE OF THE BOMBAY STOCK EXCHANGE LIMITED The Bombay Stock Exchange Limited ("BSE") has given by its letter dated [●], permission to the Company to use BSE's name in this offer document as one of the stock exchanges on which the Company's securities are proposed to be listed. BSE has scrutinised this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any manner:

1. Warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or 2. Warrant that this company's securities will be listed or will continue to be listed on BSE; or 3. Take any responsibility for the financial or other soundness of this company, its promoters, its management or

any scheme or project of this company; and it should not for any reason be deemed or construed that this offer document has been cleared or approved by BSE. Every person who desires to apply for or otherwise acquires any securities of this company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of any

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loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. DISCLAIMER CLAUSE OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED As required, a copy of the Draft Prospectus has been submitted to the National Stock Exchange of India Limited (“NSE”). NSE has given vide its letter No. [●] dated [●] permission to the Company to use the NSE's name in this Prospectus as one of the stock exchanges on which the Company's securities are proposed to be listed subject to, the Company fulfilling the various criteria for listing including the one related to paid up capital (i.e. the paid up capital shall not be less than Rs. 1,000 Lakhs and market capitalization shall not be less than Rs. 2,500 Lakhs at the time of the listing). NSE has scrutinised the Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to the Company. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the draft Prospectus has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Prospectus; nor does it warrant that the Company's securities will be listed or will continue to be listed on NSE; nor does it take any responsibility for the financial or other soundness of the Company, its promoters, its management or any scheme or project of the Company.

Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription or acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. FILING A copy of the Draft Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be delivered to the Registrar of Companies, Gujarat, Dadra & Nagar Haveli. A copy of the Prospectus required to be filed under Section 60 of the Companies Act would be delivered for registration with Registrar of Companies, Maharashtra. A copy of this Draft Prospectus has been filed with the Corporation Finance Department of SEBI at Ground Floor, Mittal Court, “A” Wing, Nariman Point, Mumbai 400 021. LISTING The Equity shares of the Company are listed on The Stock Exchange, Mumbai (BSE) (Designated Stock Exchange), The National Stock Exchange of India Ltd. (NSE), The Stock Exchange, Ahmedabad (ASE), The Calcutta Stock Exchange Association Ltd. (CSE), and The Delhi Stock Exchange Association Ltd. (DSE), The Vadodara Stock Exchange Ltd. (VSE) and The Ahemdabad Stock Exchange. Delisting applications have been made to ASE, CSE, DSE and VSE vide our letters dated December 29, 2005. The Equity Shares through this Issue are proposed to be listed only on BSE and NSE.The Company has received in-principle approval from BSE and NSE vide their letter nos. [•][•] dated [•][•]. If the permission to deal in and for an official quotation of our Equity Shares are not granted by any of the Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all moneys received from the applicants in pursuance of this Draft Prospectus. If such money is not repaid within eight days after our Company become liable to repay it from the date of refusal or within 70 days from theIssue Closing Date, whichever is earlier, then the Company, and every Director of the Company who is an officer in default shall, on and from such expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. We shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within seven working days of finalisation and adoption of the Basis of Allotment for this Issue.

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CONSENTS Consents in writing of: (a) the Directors, the Company Secretary and Compliance Officer, the Auditors, Bankers to the Company and Bankers to this Issue; and (b) Lead Managers to this Issue, Registrar to this Issue and legal advisors to the Company to act in their respective capacities, have been obtained and filed along with a copy of the Draft Prospectus with the Registrar of Companies, Maharashtra at Mumbai as required under Sections 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of this Draft Prospectus for registration with the Registrar of Companies, Maharashtra. M/s Ajay Shobha & Co. and M/s Chaturvedi Sohan & Co., our statutory auditors have given their written consent to the inclusion of their report in the form and context in which it appears in this Draft Prospectus and such consent and report has not been withdrawn up to the time of delivery of this Draft Prospectus for registration with the Registrar of Companies, Gujarat EXPERT OPINION M/s Ajay Shobha & Co., have given his written consent to the tax benefits accruing to our Company and its members in the form and context in which it appears in this Draft Prospectus and has not withdrawn such consent up to the time of delivery of this Draft Prospectus for registration with the Registrar of Companies, Gujarat . Besides this, we have not obtained any expert opinion. EXPENSES OF THE ISSUE The expenses of this Issue include, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. The estimated Issue expenses are as follows: (Rs. in Lakhs)

Activity Expenses Fees to the intermediaries [•] Advertisement and marketing expenses [•] Printing, stationery including transportation of the same [•] Other [•] Total Estimated Issue Expenses [•]

FEES PAYABLE TO THE LEAD MANAGER The total fees payable to the Lead Manager including brokerage and selling commission for the Issue will be as stated in the Memorandum of Understanding dated 09/08/2005 between the Company and the Lead Manager, copy of which is available for inspection at our Registered Office. FEES PAYABLE TO THE CO-LEAD MANAGER The total fees payable to the Co-Lead Manager including brokerage and selling commission for the Issue will be as stated in the Memorandum of Understanding dated 11/01/2006 between the Company and the Co-Lead Manager, copy of which is available for inspection at our Registered Office. FEES PAYABLE TO THE REGISTRAR TO THIS ISSUE The fees payable to the Registrar to this Issue will be as per the Memorandum of Understanding dated 19/12/2005, a copy of which is available for inspection at our corporate office. Adequate funds will be provided to the Registrar to the Issue to enable them to send refund orders or allotment advice by registered post/speed post/under certificate of posting.

PREVIOUS RIGHTS AND PUBLIC ISSUES DURING THE LAST FIVE YEARS

There have been no rights or public issue of equity shares by our company in the last five years.

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PREVIOUS ISSUE OF SHARES OTHERWISE THAN FOR CASH The Scheme of Amalgamtion between Today’s Writing Products Limited and Todays’s Writing Instruments Limited(“TWIL”) was approved by the Honorable High Court of Gujarat at Ahmedabad on 31st July, 2000. Pursuant to Scheme of Amalgamation, each shareholder of TWIL got the 27.50 Shares in TWPL for every share held in TWIL. BROKERAGE AND COMMISSION ON PREVIOUS ISSUES Brokerage at the rate of 1.5% of the issue size was paid on the previous issue (i.e. public issue of 25,00,000 Equity Shares of Rs. 10/- each for cash at par aggregating to Rs. 250.00 lakhs vide the prospectus dated April 04, 1996.). No Commission was paid in this Issue. PARTICULARS IN REGARD TO ANY CAPITAL ISSUE DURING THE LAST THREE YEARS: We made a preferential allotment of 15,60,000 equity shares of Rs. 10/- each at a price of Rs. 27/- per share aggregating to Rs. 421.20 lakhs to MonAmi Co. Ltd, Korea in the year 2002. We made a preferential allotment of 8,44,400 equity shares of Rs. 10/- each at a price of Rs. 82.90/- per share aggregating to Rs. 700.20 lakhs to Bennett Coleman & Company Limited in the year 2005. PROMISE VIS-A-VIS PERFORMANCE Our Company made a public issue of 25,00,000 Equity Shares of Rs. 10/- each for cash at par aggregating to Rs. 250.00 lakhs vide the prospectus dated April 04, 1996. The objects for such public issue were to enable our Company to expand facilities to manufacture pens, refills, crayons and other stationery items and to meet the working capital requirements. Our Company manufactured pens and refills, whereas crayons and other stationery items were subsequently outsourced. There were no other promises made in the Prospectus LISTED VENTURES OF PROMOTERS There are no listed ventures of the promoters. OUTSTANDING DEBENTURES OR BONDS As on the date of filing of this Draft Prospectus, our company does not have any outstanding Debenture or Bond Issue. OUTSTANDING PREFERENCE SHARES As on the date of filing of this Draft Prospectus, our company does not have any outstanding preference shares. COMPANIES UNDER THE SAME MANAGEMENT Except as stated follows in this Draft Prospectus, there are no companies under the same management within the meaning of section 370(1) (B) of the Companies Act, 1956

M/s. Jai Durga Engineering Company M/s. Premium Writing Products Millenium Writing Products Private Limited

OPTION TO SUBSCRIBE Equity Shares being offered through this Draft Prospectus can be applied for in dematerialized form only.

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STOCK MARKET DATA FOR OUR EQUITY SHARES The equity shares of our company are actively traded on BSE and NSE. The stock market data for the equity shares on the BSE and NSE are as follows: BOMBAY STOCK EXCHANGE LIMITED

High Low

Particulars

High (Rs)

Date (Rs) Volume on date of

high (no. of shares)

Low (Rs)

Date (Rs) Volume on date of

Low (no of

shares)

Average Price (Rs.)

2003 51.90 20/10/2003 38972 11.60 01/04/2003 12200 27.86 2004 74.10 01/09/2004 188522 31.55 23/06/2004 18689 54.05 2005 98.45 13/06/2005 1239500 33.50 17/03/2005 40501 65.78 July, 2005 83.95 13/07/2005 314731 78.40 29/07/2005 161813 81.56 Aug, 2005 81.80 03/08/2005 229244 73.35 24/08/2005 117052 77.03 Sept, 2005 80.65 05/09/2005 187915 65.40 23/09/2005 38734 75.01 Oct, 2005 76.90 07/10/2005 74024 59.80 31/10/2005 7051 68.35 Nov, 2005 75.15 18/11/2005 85862 60.70 02/11/2005 5762 69.28 Dec, 2005 80.20 19/12/2005 867880 70.10 05/12/2005 1,11,182 74.34 Week end price of equity Shares of TWPL on BSE

Week ended Price (Rs) 23/12/2005 75.30 30/12/2005 73.00 06/01/2006 77.45 13/01/2006 76.10

NATIONAL STOCK EXCHANE OF INDIA LIMITED (NSE)

High Low

Particulars

High (Rs) Date (Rs) Volume on date of high (no of

shares)

Low (Rs)

Date (Rs) Volume on date of

Low (no of

shares)

Average Price(Rs.)

2003 52.00 20/10/2003 36080 11.00 31/03/2003 5050 27.72 2004 73.40 01/09/2004 27706 31.85 23/06/2004 8277 53.18 2005 98.40 13/06/2005 1039171 33.20 17/03/2005 19909 65.69 July, 2005 83.50 13/07/2005 374355 79.00 29/07/2005 166595 81.89 Aug, 2005 81.50 03/08/2005 217874 73.25 24/08/2005 121591 76.78 Sept, 2005 80.70 05/09/2005 312807 65.05 23/09/2005 51983 74.89 Oct, 2005 76.85 07/10/2005 72792 59.25 31/10/2005 9153 68.28 Nov, 2005 75.40 18/11/2005 126031 60.20 02/11/2005 5243 69.56 Dec , 2005 79.85 19/12/2005 443615 69.75 05/12/2005 126146 74.11

Week end price of equity Shares of TWPL on NSE

Week ended Price (Rs) 23/12/2005 75.00 30/12/2005 73.10

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06/01/2006 77.05 13/01/2006 76.15

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES The memorandum of understanding between the Registrar to this Issue, Intime Spectrum Registry Limited and us will provide for retention of records with the Registrar to this Issue for a period of at least one year from the last date of dispatch of the letters of allotment, demat credit and refund orders to enable the investors to approach the Registrar to this Issue for redressal of their grievances. All grievances relating to this Issue may be addressed to the Registrar to this Issue, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection center where the application was submitted. Disposal of Investor Grievances by our company We estimate that the average time required by us or the Registrar to this Issue for the redressal of routine investor grievances will be upto fifteen business days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. Our Company has appointed Mr. Sanjay Mishra,as the Compliance Officer and he may be contacted at Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra 396 191, Dadra and Nagar Haveli (U.T.), India. Tel No.: +91- 0260-2668574; Fax No.: +91-0260-2668356. Investors may contact him in case of any Pre-Issue or Post-Issue problems. CHANGES IN AUDITORS DURING THE LAST THREE FINANCIAL YEARS AND REASONS THEREFOR There have been no changes of the auditors of our Company in the last three years. CAPITALISATION OF RESERVES OR PROFITS Our Company has not capitalised its reserves or profits at any time since inception.

REVALUATION OF ASSETS Our Company has not revalued its assets in the past five years.

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SECTION VII – ISSUE RELATED INFORMATION TERMS OF THE ISSUE The equity shares being issued are subject to terms of this Prospectus, the terms and conditions contained in the application form, the Memorandum and Articles of Association of our company, provisions of the Act and letters of allotment/ Equity Share Certificates or other documents and the guidelines issued from time to time by the Government of India and Securities & Exchange Board of India. RANKING OF EQUITY SHARES The equity shares being offered shall be subject to the Memorandum and Articles of Association of our company and shall rank pari-passu with the other equity shares of our company in all respect. MODE OF PAYMENT OF DIVIDEND Our company shall pay dividend to its shareholders as per the provisions of the Companies Act, 1956. FACE VALUE AND ISSUE PRICE The Equity Shares with a face value of Rs.10/- each are being offered in terms of this Prospectus at a price band of Rs. 70/- to Rs. 84/- per share. At any point of time, there shall be only one denomination for the Equity Shares of our company, subject to applicable laws. RIGHTS OF THE EQUITY SHAREHOLDERS Subject to the applicable laws, the equity shareholders shall have the following rights: Right to receive dividend, if declared; Right to attend general meeting and exercise voting powers, unless prohibited by law; Right to vote on a poll either in person or by proxy; Right to receive offers for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation; and Such other rights, as may be available to a shareholder of a listed company under the Companies Act and

Memorandum and Articles of Association of our company. For further details on the main provisions of our company’s Articles of Association dealing with voting rights, dividend, forfeiture and lien, transfer and transmission and/or consolidation/ splitting, see “Main Provisions of Articles of Association of our company”. MARKET LOT In terms of Section 68B of the Companies Act, the equity shares shall be allotted only in dematerialised form. As per the existing SEBI Guidelines, the trading in the Equity Shares of our company shall only be in dematerialised form for all investors. Since trading of the Equity Shares is in dematerialised form/mode, the tradable lot shall be one equity share. NOMINATION FACILITY TO THE INVESTOR In accordance with Section 109A of the Companies Act, the sole or first applicant, alongwith other joint applicants, may nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicants, death of all the applicants, as the case may be, the Equity Shares transferred/allotted, if any, shall vest. A person being a nominee, entitled to the equity shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the

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prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/transfer/alienation of equity share(s) by the person nominating. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either:

a. to register himself or herself as the holder of the equity shares ; or b. to make such transfer of the equity shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the equity shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the equity shares, until the requirements of the notice have been complied with. MINIMUM SUBSCRIPTION If our company does not receive the minimum subscription of 90% of the issued amount on the date of closure of the issue, or if the subscription level falls below 90% after the closure of issue on account of cheques having being returned unpaid or withdrawal of applications, our company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after our company becomes liable to pay the amount, our company shall pay interest as per Section 73 of the Companies Act. ARRANGEMENTS FOR DISPOSAL OF ODD LOTS The equity shares of our Company will be listed/traded in compulsory demat mode. The market lot of the share will be 1 (One). Our company has not made any arrangements for the disposal of odd lot shares arising out of the issue.

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ISSUE PROCEDURE OPTION TO SUBSCRIBE In terms of section 68B of our Companies Act, 1956, the equity shares in this offer shall be allotted only in dematerialised form (i.e. not in the form of physical certificates but the fungible and be represented by the statement issued through electronic mode) HOW TO APPLY AVAILABILITY OF APPLICATION FORMS AND PROSPECTUS. Application forms with Memorandum containing salient features of the Prospectus and copies of the Prospectus under Section 56(3) of the Act may be obtained from the Registered Office of our company, the Lead Managers to the Public Issue, Brokers to the Public Issue and the Bankers to the Public Issue named herein or from their branches as stated on the reverse of the application form. TERMS OF PAYMENT a) For Indian Resident Public

The application (WHITE in colour) must be for a minimum of 75 equity shares and thereafter in multiples of 75 shares. The entire amount of Rs. [•] per share is payable on application.

b) For permanent employees/directors of Todays

The application (BLUE in colour) must be for a minimum of 75 equity shares and thereafter in multiples of 75 shares. The entire amount of Rs. [•] per share is payable on application.

c) For Non-Resident Indians (NRI’s) / Foreign Financial Institutions (FII’s)

The application (RED in colour) must be for a minimum of 75 equity shares and thereafter in multiples of 75 shares. The entire amount of Rs. [•] per share is payable on application.

d) For Mutual Funds/Banks/Financial Institution (FI’s)

The application (GREEN in colour) must be for a minimum of 1500 equity shares and thereafter in multiples of 75 equity shares. The entire amount of Rs. [•] per share is payable on application.

e) For Existing Shareholders of Todays The application (YELLOW in colour) must be for a minimum of 75 equity shares and thereafter in multiples of 75 equity shares. The entire amount of Rs. [•] per share is payable on application. Only Existing Shareholders of the Company as on [•] would be eligible to apply in this Issue under reservation for Existing Shareholders on a competitive basis. NOTE ON CASH PAYMENT (SECTION 269 SS) Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, subscriptions against applications for securities should not be effected in cash and must be effected only by ‘Account Payee’ cheques or ‘Account Payee’ bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is effected in contravention of this provision, the application is liable to be rejected.

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WHO CAN APPLY 1. Indian National Resident of India. 2. Hindu Undivided Families (HUF) through the Karta of the HUF. (Applications by HUF would be given the same

treatment as that to applications by individuals) 3. Companies, Bodies Corporate and Societies registered under the applicable laws in India and authorised to invest in

the shares. 4. Scientific and/or Industrial Research Organisations, which are authorised to invest in the equity shares. 5. Indian Mutual Funds registered with SEBI. 6. Indian Financial Institutions & Banks. 7. Trusts who are registered under the Societies Registration Act, 1860 or any other Trust Law and are authorised

under their constitution to hold and invest in shares subject to provisions of Section 3A of the Bank Nationalisation Act.

8. Commercial Banks and Regional Rural Banks. Co-operative Banks may also apply subject to permission from Reserve Bank of India.

9. Venture Capital Funds registered with SEBI. 10. Foreign Venture Capital Investors registered with SEBI. 11. State Industrial Development Corporation. 12. Provident Funds with minimum corpus of Rs. 25 crore and who are authorised under their constitution to hold and

invest in equity shares. 13. Pension Funds with minimum corpus of Rs. 25 crore and who are authorised under their constitution to hold and

invest in equity shares. 14. Multilateral and bilateral development financial institutions. 15. Permanent and Regular employees/Working Directors of the Bank. 16. Non Resident Indians (NRIs)/FII’s on repatriation basis. Pursuant to the existing regulations, OCBs are not eligible to participate in the issue. PROCEDURE FOR APPLICATION APPLICATION BY RESIDENT INDIAN PUBLIC 1. Application must be made only:

a. On the prescribed Application Form (WHITE in colour) accompanying this Prospectus and completed in full in BLOCK LETTERS in English, except signature(s) in accordance with the instructions contained herein and in the application form and is liable to be rejected if not so made.

b. For a minimum of 75 Equity Shares and in multiples of 75 thereafter.

c. In single name or joint names (not more than three);

d. By Indian Nationals resident in India, and

e. In the names of individuals, limited companies or statutory corporations/institutions and NOT in the names of

Minors, Foreign Nationals, Non-Residents, trusts, (unless the Trust is registered under the Societies Registration Act, 1860 or any other applicable Trust laws and is authorised under its constitution to hold shares and debentures in a Company), Hindu Undivided Families, partnership firms or their nominees. In case of HUF’s application shall be made by the Karta of the HUF.

2. An applicant in the net public category cannot make an application for that number of securities exceeding the

number of securities offered to the public. Payment should be made in cash or by cheque/Bank Draft drawn on any bank (including a Co-operative Bank) which is situated at and is a Member or Sub-member of the Banker's Clearing House located at the place where the application is submitted.

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3. A separate cheque or Bank draft should accompany each application form. Applicants should write the Share Application Number on the back of the Cheque /draft. Outstation Cheques will not be accepted and applications accompanied by such cheques drawn on outstation banks are liable for rejection. Money Orders/Postal Orders will not be accepted.

4. All Cheques or Bank Drafts must be payable to any of the Bankers to the Public Issue with whom the application is

lodged and marked “Name of the Bank A/c- TWPL – Public Issue" and crossed "Account Payee Only" (e.g. ________ Bank - A/c TWPL – Public Issue).

5. All application Forms duly completed together with cash/ cheque/bank draft for the amount payable on application

must be delivered before the closing of the subscription list to any of the Bankers to the Public Issue named herein or to any of their branches mentioned on the reverse of Application Form, and NOT to our company or to the Lead Managers to the Public Issue or to the Registrars to the Public Issue.

6. No receipt will be issued for the application money. However, Bankers to the Public Issue and/or their branches

receiving the applications will acknowledge receipt by stamping and returning acknowledgment slip at the bottom of each application form.

7. When an application for Equity Shares is for a total value of Rs.50,000/- or more, the applicant or in the case of

application in joint names each applicant should mention his/her Permanent Account Number(PAN) allotted under the Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the IT Circle, Ward, District. In case neither PAN, GIR Number has been allotted mention of "Not Allotted" must be made in the place provided. Application Form without this information will be considered incomplete and is liable to be rejected.

8. All Cheques/Bank Drafts accompanying the application form should contain the Application Form Number on the

reverse of the instrument. 9. The applicant should fill in the details of his/her bank account in the space provided in the application form failing

which the application is liable to be rejected. 10. Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, subscriptions against applications

for securities should not be effected in cash and must be effected only by ‘Account Payee’ cheques or ‘Account Payee’ bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is effected in contravention of this provision, the application is liable to be rejected.

11. Applicants residing at places where the designated branches of the Banker to the Issue are not located may

submit/mail their applications at a their sole risk alongwith Demand Draft payable at Mumbai only payable to “TWPL - Public Issue”

For further instructions please read Application Form carefully. APPLICATION BY PERMANENT EMPLOYEES Reservation on competitive basis has been made in the public issue to the permanent employees including working directors of our company. Reservation on competitive basis shall mean reservation wherein allotment of shares made in proportion to the shares applied for. 1. Application must be made only :

a. On the prescribed Application Form (BLUE in colour) accompanying this Prospectus and completed in full in BLOCK LETTERS in English, except signature(s) in accordance with the instructions contained herein and in the application form and is liable to be rejected if not so made.

b. For a minimum of 75 Equity Shares and in multiples of 75 thereafter.

c. In single name or joint names (not more than three);

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2. A single applicant in the reserved category can make an application for a number of shares that are being issued to employees in terms of this issue. Payment should be made in cash or by cheque/Bank Draft drawn on any bank (including a Co-operative Bank) which is situated at and is a Member or Sub-member of the Banker's Clearing House located at the places where the application is submitted.

3. A separate cheque or Bank draft shall accompany each application form. Applicants should write the Share

Application Number on the back of the Cheque /draft. Outstation Cheques will not be accepted and applications accompanied by such cheques drawn on outstation banks are liable for rejection. Money Orders/Postal Orders will not be accepted.

4. All Cheques or Bank Drafts must be payable to any of the Bankers to the Issue with whom the application is lodged

and marked “Name of the Bank A/c- TWPL – Public Issue - Employees" and crossed "Account Payee Only" (e.g. ______ Bank - A/c TWPL - Public Issue - Employees).

5. All application Forms duly completed together with cash/ cheque/bank draft for the amount payable on application

must be delivered before the closing of the subscription list to any of the Bankers to the Issue named herein or to any of their branches mentioned on the reverse of Application Form, and NOT to our company or to the Lead Managers to the Issue or to the Registrars to the Issue.

6. No receipt will be issued for the application money. However, Bankers to the Issue and/or their branches receiving

the applications will acknowledge receipt by stamping and returning acknowledgment slip at the bottom of each application form.

7. When an application for Equity Shares is for a total value of Rs.50,000/- or more, the applicant or in the case of

application in joint names each applicant should mention his/her Permanent Account Number(PAN) allotted under the Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the IT Circle, Ward, District. In case neither PAN, GIR Number has been allotted mention of "Not Allotted" must be made in the places provided. Application Form without this information will be considered incomplete and is liable to be rejected.

8. All Cheques/Bank Drafts accompanying the application form should contain the Application Form Number on the

reverse of the instrument. 9. The applicant should fill in the details of his/her bank account in the space provided in the application form failing

which the application is liable to be rejected. 10. Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, subscriptions against applications

for securities should not be effected in cash and must be effected only by ‘Account Payee’ cheques or ‘Account Payee’ bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is effected in contravention of this provision, the application is liable to be rejected.

11. Applicants residing at places where designated branches of the Banker to the Issue are not located may submit/mail

their applications at a their sole risk alongwith Demand Draft payable at Mumbai only payable to “TWPL - Public Issue - Employees”

For further instructions please read Application Form carefully. APPLICATION BY NON RESIDENT INDIANS (NRIs)/FOREIGN INSTITUTIONAL INVESTOR (FIIs) 1. Applications by Non-Resident Indians/FIIs must be made only:

a. In the prescribed Application Form (RED in colour) and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form. Applications not so made are liable to be rejected.

b. For a minimum of 75 Shares and in multiples of 75 thereof.

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c. In single or joint names (not more than three).

d. In the names of individuals, (not in the names of minors or their nominees) of Indian nationality/origin. 2. Under the Foreign Exchange Management Act, 1999 (FEMA) general permission is granted to the companies vide

notification no. FEMA/20/2000-RB dated 03/05/2000 to issue and export securities to NRI’s/OCB’s subject to the terms and conditions stipulated therein. The Companies are required to file the declaration in the prescribed form to the concerned Regional Office of RBI within 30 days from the date of issue of shares for allotment to NRIs with repatriation basis.

3. Application forms properly completed together with cheques/bank drafts for the amount payable on application at

the rate of Indian Rs. [•] or equivalent of Indian Rs.[•] remitted through normal banking channels or funds held in Non-Resident External (NRE) Accounts/Foreign Currency Non-Resident (FCNR) Accounts maintained with banks authorised to deal in foreign exchange in India along with documentary evidence in support of the remittance, must be delivered before the close of the subscription list to those branches of the Bankers to the Public Issue at places mentioned against their names in the application forms.

4. NRIs wishing to pay through NR (O) Accounts shall not use the form meant for NRIs and must apply only in the

form meant for Resident Indian Public.

5. All cheques/bank drafts should be made payable to the Bankers to the Issue with whom the application forms are lodged. All cheques or bank drafts should be crossed “A/c Payee Only”. All cheques/bank drafts should be marked “Name of the Bank - A/c TWPL. - Public Issue - NRIs/FIIs”. (e.g. “___ Bank A/c TWPL. - Public Issue - NRIs/FIIs” A separate cheque/bank draft must accompany each application form. NRI application forms can be obtained, on request, from the Registered Office of our company and the Lead Managers to the Issue.

6. Allotment of Equity Shares to Non-Resident Indians shall be subject to the prior approval of the Reserve Bank of

India. 7. Applicants are requested to mention the number of application form on the reverse of the instrument to avoid misuse

of instrument submitted along with the application for shares. Applicants are advised in their own interest, to indicate the name of the bank and the savings or current a/c no in the application form. In case of refund, the refund order will indicate these details after the name of the payee. The refund order will be sent directly to the payee’s address.

For further instructions please read the Application Form carefully. APPLICATION BY INDIAN FINANCIAL INSTITUTIONS (IFIs) /MUTUAL FUNDS/ BANKS 1. Application by Indian Financial Institutions, Banks & Mutual Funds must be made only :

(i) In the prescribed application form (GREEN in colour) completed in full in BLOCK LETTERS in

ENGLISH in accordance with the instructions contained herein and in the Application Form. (ii) For a minimum of 1500 equity shares and in multiples of 75 thereafter. (iii) Allotment will be made on competitive basis. (iv) Application made otherwise are liable to be rejected.

2. Payment shall be made in cash or by cheque or by bank draft. Cheques or bank drafts should be drawn on any bank

(including a Co-operative Bank) which is situated at and is member or sub-member of the Banker’s Clearing House located at the centre where the Application Form is submitted. Outstation cheques or bank drafts will not be accepted and application form accompanied by such cheques or bank drafts will be rejected. Money orders/Postal orders will not be accepted.

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3. Cheques/bank drafts should be crossed “Account Payee Only” and should be made payable to any of the Bankers to the issue with whom the application is to be lodged and marked “Name of the Bank A/c TWPL - Public Issue – IFI’s/Banks/MF’s” (e.g. “________ A/c TWPL - Public Issue - IFIs/ Banks/MFs - whichever is applicable ). A separate cheque or bank draft should accompany each Application Form.

4. All application forms duly completed together with cash/cheque/Bank Draft (Money orders/ Postal orders will NOT

be accepted) for the amount payable on application at the rate of Rs. [•]per equity share must be delivered before the close of the Subscription List to any of Bankers to the issue named herein or to any of their branches mentioned in the Application Form and NOT to our company or Registrars or Lead Managers to the Public Issue.

5. No receipt will be issued for the application money. However, the Bankers to the Public Issue or their branches

receiving the applications will acknowledge receipt by stamping and returning to the applicants, the acknowledgment slip at the bottom of each application form.

6. The application form number should be mentioned on the reverse of the instrument through which the payment is

made. Applicants are advised, in their own interest, to indicate the name of their bank and the savings / current account number in the application form. In case of refund, the refund order will indicate these details after the name of the payee. The refund order will be sent directly to the payee’s address.

In case of Mutual Funds a separate application can be made in respect of each scheme of the Fund registered with SEBI and such application will not be treated as multiple applications provided the applications made by the AMCS/Trustees/ Custodian clearly indicate their intention as to each scheme concerned to which application has been made. APPLICATION BY EXISTING SHAREHOLDERS Only Existing Shareholders of the Company as on [•] (Record Date) who are holding shares worth upto Rs. 50,000/- determined on the basis of the closing price as on the previous day would be eligible to apply in this Issue under reservation for Existing Shareholders on a competitive basis. Reservation on competitive basis shall mean reservation wherein allotment of shares made in proportion to the shares applied for. 1. Application must be made only :

a.) On the prescribed Application Form (YELLOW in colour) accompanying this Prospectus and completed in full in BLOCK LETTERS in English, except signature(s) in accordance with the instructions contained herein and in the application form and is liable to be rejected if not so made.

b.) For a minimum of 75 Equity Shares and in multiples of 75 thereafter. c.) In single name or joint names (not more than three);

2. A single applicant in the reserved category can make an application for a number of shares that are being issued to employees in terms of this issue. Payment should be made in cash or by cheque/Bank Draft drawn on any bank (including a Co-operative Bank) which is situated at and is a Member or Sub-member of the Banker's Clearing House located at the places where the application is submitted.

3. A separate cheque or Bank draft shall accompany each application form. Applicants should write the Share

Application Number on the back of the Cheque /draft. Outstation Cheques will not be accepted and applications accompanied by such cheques drawn on outstation banks are liable for rejection. Money Orders/Postal Orders will not be accepted.

4. All Cheques or Bank Drafts must be payable to any of the Bankers to the Issue with whom the application is lodged

and marked “Name of the Bank A/c- TWPL – Public Issue - Shareholder" and crossed "Account Payee Only" (e.g. ________ Bank - A/c TWPL - Public Issue - Shareholder).

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5. All application Forms duly completed together with cash/ cheque/bank draft for the amount payable on application must be delivered before the closing of the subscription list to any of the Bankers to the Issue named herein or to any of their branches mentioned on the reverse of Application Form, and NOT to our company or to the Lead Managers to the Issue or to the Registrars to the Issue.

6. No receipt will be issued for the application money. However, Bankers to the Issue and/or their branches receiving

the applications will acknowledge receipt by stamping and returning acknowledgment slip at the bottom of each application form.

7. When an application for Equity Shares is for a total value of Rs.50,000/- or more, the applicant or in the case of

application in joint names each applicant should mention his/her Permanent Account Number(PAN) allotted under the Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the IT Circle, Ward, District. In case neither PAN, GIR Number has been allotted mention of "Not Allotted" must be made in the place provided. Application Form without this information will be considered incomplete and is liable to be rejected.

8. All Cheques/Bank Drafts accompanying the application form should contain the Application Form Number on the

reverse of the instrument. 9. The applicant should fill in the details of his/her bank account in the space provided in the application form failing

which the application is liable to be rejected. 10. Having regard to the provisions of Section 269 (SS) of the Income Tax Act, 1961, subscriptions against applications

for securities should not be effected in cash and must be effected only by ‘Account Payee’ cheques or ‘Account Payee’ bank drafts, if the amount payable is Rs. 20,000/- or more. In case payment is effected in contravention of this provision, the application is liable to be rejected.

11. Applicants residing at places where designated branches of the Banker to the Issue are not located may submit/mail

their applications at a their sole risk alongwith Demand Draft payable at Mumbai only payable to “TWPL - Public Issue - Shareholder”

For further instructions please read Application Form carefully. APPLICATIONS WHICH ARE NOT COMPLETE IN EVERY RESPECT OR ARE IN CONTRAVENTION OF ANY PROVISIONS/INSTRUCTIONS CONTAINED IN THIS PROSPECTUS OR IN THE MEMORANDUM CONTAINING SALIENT FEATURES OF PROSPECTUS ARE LIABLE TO BE REJECTED. GENERAL INFORMATION

The applicant seeking allocation of shares in the electronic form must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s ID Number) appearing under the heading “Request for shares in electronic form”.

An applicant who wishes to apply for shares in the electronic form must have atleast one Beneficiary Account with

any of the Depository Participant (DP) of NSDL/CDSL registered with SEBI, prior to the application.

Shares allotted to an applicant in the electronic form will be credited directly to the respective Beneficiary Account (with a DP).

For subscription in electronic form, names in the share application form should be identical to those appearing in the

account details in the Depository. In case of joint holders, the name should necessarily be in the same sequence as they appear in the account details in the Depository.

Non-transferable allottment letters/ refund orders will be directly sent to the applicant by the Registrar to the present

Public Issue,

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The applicant is responsible for the correctness of the applicant demographic details given in the share application form vis-à-vis those with his/her DP.

It may be noted that electronic shares can be traded only on the stock exchanges having electronic connectivity with

NSDL/CDSL.

The applicant should note that on the basis of the name of the Applicant, Depository Participant’s name, Depository Participants identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Offer may obtain applicant’s correspondence address from the said Depository Account of the Applicant. The applicants are advised to update the correct correspondence address in their respective DP A/cs.

INVESTORS SHOULD NOTE THAT TRADING IN SECURITIES OF OUR COMPANY SHALL BE IN DEMATERIALISED FORM ONLY. JOINT APPLICATIONS: An application may be made in single or in joint names (not more than three). In the case of joint application, refund/pay order (if any), dividend/interest warrants etc., will be made out in the name of the first applicant and all communications will be addressed to the applicant whose name appears first and at his/her address stated in the Application. MULTIPLE APPLICATIONS: An applicant should submit only one application (and not more than one) for the total number of Equity shares required. Two or more applications in single and/or joint names will be deemed to be multiple applications if the sole and/or first applicant is one and the same. The Board of Directors reserves the right to reject in its absolute discretion all or any multiple applications without assigning any reason. However employees may apply in the public offer. In case of applications by Mutual Funds, a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the applications made by the Asset Management Company/Trustees/Custodian clearly indicate their intention as to the scheme for which the application has been made. Application made by permanent/regular employees and existing shareholders of our company both under the reserved category for employees and existing shareholder as well as in the net public offer shall not be treated as multiple applications. Applications made by Existing Shareholders both under Existing Shareholders Reservation Portion as well as in the Net Issue shall not be treated as multiple Bids. A separate single cheque/draft must accompany each application form. APPLICATION UNDER POWER OF ATTORNEY OR BY LIMITED COMPANIES: In the case of applications under Power of Attorney or by Limited Companies or Corporate Bodies, the relevant power of attorney or the relevant authority as the case may be, or a duly certified copy thereof must be attached to the application form or must be lodged separately at the office of the Registrars to the Issue, simultaneously with the submission of the application form mentioning the serial number of the application form and the bank branch where the application has been submitted, failing which the application is liable to be rejected. Thumb impression or signature in languages other than the languages specified in the eighth schedule must be attested by Magistrate or Notary Public or a special Executive Magistrate under his official seal. APPLICATION (S) WILL NOT BE ACCEPTED BY THE LEAD MANAGERS OR REGISTRARS TO THE PUBLIC ISSUE

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SECTION 269 SS OF INCOME TAX, 1961 In respect of all the categories eligible to apply in this issue, having regard to the provisions of Sec 269SS of the Income Tax Act, 1961 the subscriptions against these applications should not be effected in cash and must be effected by an Account Payee Cheques/Draft, if the amount payable is Rs. 20000/- or more. In case the payment is effected in contravention of this provision, the applications are liable to be rejected. DISCLOSURE OF P.A.N. / G.I.R. NUMBER: Where an application for allotment of securities is for a total value of Rs.50,000/- or more i.e., the total number of securities applied for multiplied by the issue price is Rs.50,000/- or more the applicant or in case of application in joint names, each of the applicants, should mention his / her permanent account number allotted under the Income Tax Act, 1961 or where the same has not been allotted, the GIR Number and the Income Tax Circle / Ward / District. In case where neither the permanent account number nor GIR Number has been allotted, the fact of non-allotment should be mentioned in the application form. Application forms without this information will be considered incomplete and will be liable to be rejected. PARTICULARS RELATING TO SAVING BANK / CURRENT ACCOUNT NUMBER: The applicant shall have to mention particulars relating to his saving bank / current account number and the name of the bank with whom such account is held in the respective spaces provided in the application form, to enable the registrars to print the said details in the refund orders after the names of the payee to prevent fraudulent encashment of refund order(s). Application forms without this information will be considered incomplete and will be liable to be rejected. The Applicant should note that on the basis of the name of the Applicant, Depository Participant’s (DP) name, Depository Participants identification number and beneficiary account number provided by them in the Application Form, the Registrar to the Offer will obtain from the Applicant’s DP A/c, the Applicant’s book account details. The investors are advised to ensure that bank account details are updated in their respective DP A/cs as these bank account details would be printed on the refund order(s), if any. RIGHTS TO REJECT Grounds for Technical Rejections Applicants are advised to note that Applications are liable to be rejected on among others on the following technical grounds: 1. Amount paid doesn’t tally with the amount payable for the Equity Shares applied for; 2. Bank account details (for refund) are not given; 3. Age of First Applicant not given; 4. Application by minors; 5. PAN or GIR Number not given if application is for Rs. 50,000 or more; 6. Application for lower number of Equity Shares than specified for that category of investors; 7. Application at a price less than the offer price; 8. Application at a price higher than the stated price; 9. Application for number of Equity Shares, which are not in multiples of 75. 10. Category not ticked; 11. Multiple applications 12. In case of application under power of attorney or by limited companies, corporate, trust etc., relevant documents are

not submitted; 13. Application Form does not have Applicant’s depository account details; 14. Application Forms are not delivered by the applicant within the time prescribed as per the Application Form, Issue

Opening Date advertisement and this Prospectus and as per the instructions in this Prospectus and Application Form; or

15. Applications for amounts greater than the maximum permissible amounts prescribed by the regulations. 16. Applications not duly signed by the sole/joint Applicants; 17. Applications by OCBs; or

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18. In case no corresponding record is available with the Depositories that matches three parameters namely, names of the applicant (including the sequence of names of joint holders), the depositary participant’s identity (DP ID) and the beneficiary’s identity except for Permanent Employees.

DEMATERIALISATION As per the provisions of the Depositories Act, 1996, the shares of a body corporate may be held in dematerialized form i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through electronic mode. Our company has entered into a tripartite agreement dated 23/01/2004 with the National Depository Services Ltd. (NSDL) and Satellite Coporate Services Ltd. (Registrar and Transfer Agent) for dematerialisation of the equity shares of our company. Our company has also entered into a tripartite agreement dated 20/10/2003 with the Central Depository Services Limited (CDSL) and Satellite Coporate Services Ltd. for dematerialisation of the equity shares of our company. The ISIN No. granted to the equity shares of our company is INE 944B01019. COMMUNICATION All future communications in connection with Application made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Applicant, Application Form number, number of Equity Shares applied for, date, bank and branch where the application was submitted and cheque/draft number and issuing bank thereof. DISPOSAL OF APPLICATIONS AND APPLICATION MONEY: No receipt will be issued for the application money. However, the bankers/collection centre to the issue and/or their branches receiving the applications will acknowledge the receipt of the applications by stamping and returning to the applicant the acknowledgment receipt at the bottom portion of each application form. Our company will inform the applicants in respect of allotments made or applications rejected by despatch of allotment letter or regret letter and/or pay orders of value over Rs.1500/-, if any, by Registered Post within 10 weeks of the date of closure of the subscription list. Refunds of value not over Rs.1500/- will be dispatched under Certificate of Posting. Such Cheques or Demand Drafts will be payable at par at all centers where the applications were received. Bank Charges, if any, for en-cashing refund pay orders/cheques at any other place will be payable by the applicant. The Board of Directors reserves, at its sole, absolute and unqualified discretion, the right to reject any application in full or in part without assigning any reason. If an application is rejected in full, the whole of the application money will be refunded to the applicant and in case of Joint applications, to the first named applicant. Where an application is rejected in part, the excess application money will be refunded to the applicant in accordance with the provisions of Section 73 of the Act. In case of any delay in sending the refund orders by more than eight days beyond 10 weeks from the date of closing of the subscription list, interest will be paid at the rates prescribed under Section 73 of the Act, to such applicants. However our company shall as far as possible despatch the Share Certificates & Refund Orders within 30 days. Our company undertakes to make available to the Registrars to the issue, adequate funds for allotment letters/share certificates to be sent by registered post. The sums received in respect of the Public Issue will be kept in separate Bank account(s) and the issuer will not appropriate the funds unless approval of the Designated Stock Exchange i.e. BSE is obtained for allottment and no utilisation shall be made till listing and trading approval is obtained from BSE and NSE where the shares are proposed to be listed. BASIS OF ALLOTMENT Allotment will be made in consultation with BSE (The Designated Stock Exchange). In the event of oversubscription, the allotment will be made on a proportionate basis in marketable lots as given below: a. Applicants will be categorised according to the number of Shares applied for.

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b. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio (number of applicants in the category x number of Shares applied for).

c. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis (i.e.

Total number of Shares applied for into the inverse of the oversubscription ratio). d. For applications where the proportionate allotment works out to less than 75 Shares the allotment will be made as

follows:

(i) each successful applicant shall be allotted 75 Shares; and (ii) the successful applicants out of the total applicants for that category shall be determined by the drawal of lots in

such a manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as per (b) above.

e. If the proportionate allotment to an applicant works out to a number that is not a multiple of 75, the applicant would

be allotted Shares by rounding off to the nearest integer subject to a minimum allotment of 75 equity shares. f. If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants in

that category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category. The balance Shares, if any, remaining after such adjustment will be added to the category comprising of applicants applying for the minimum number of Shares

g. If as a result of the process of rounding off to the nearest integer results in the actual allotment being higher than the

shares offered, the final allotment may be higher at the sole discretion of the Board of Directors, upto 110% of the size of the offer specified under Para C of the Capital Structure mentioned on page no. 12 of this Prospectus.

h. The above proportionate allotment of shares in an issue that is oversubscribed shall be subject to the reservation for

small individual applicants as described below:

i) A minimum of 50% of the net offer of shares to the Public shall initially be made available for allotment to retail individual investors as the case may be.

ii) The balance net offer of shares to the public shall be made available for allotment to a) individual

applicants other than retails individual investors and b) other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied for.

iii) The unsubscribed portion of the net offer to any one of the categories specified in (i) or (ii) shall/may be

made available for allocation to applicants in the other category, if so required. ‘Retail individual investor’ means an investor who applies for shares of value of not more than Rs. 1,00,000/-

Investors may note that in case of over - subscription allottment shall be on proportionate basis and will be finalized in consultation with BSE. The drawl of lots (where required) to finalize the basis of allotment shall be done in the presence of a public representative on the governing board of the BSE. The Executive Director / Managing Director of the Designated Stock Exchange in addition to Lead Merchant Banker and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI Guidelines. ALLOTMENT / REFUNDS Refunds, if any, will be made alongwith Allotment Letters / Share Certificates and / or regret letters by Refund Orders drawn on the Bank nominated for this purpose by our company and will be dispatched within 10 weeks from the date of closure of Issue, by Registered Post. Our company shall ensure dispatch of refund orders of value over Rs.1500/- by Registered Post only and adequate funds for the purpose shall be made available to the Registrar by the issuer company. Such refund orders will be payable at par during their validity period at all centres where the applications are received or

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such places from where the applications were collected. In case of joint applications, Refund Orders, if any, will be made out in the First applicant’s name and all communication will be addressed to the person whose name appears on the Application form. INTEREST IN CASE OF DELAY IN DESPATCH OF ALLOTMENT LETTERS /REFUND ORDERS

Our company agrees that - a. As far as possible allotment of securities offered to the public shall be made within 30 days of the closure of the

Public Issue. b. Our company further agrees that it shall pay interest @ 15% per annum if the allotment letters/refund orders have

not been despatched to the applicants within 30 days from the date of the closure of the issue. ACCESS TO THE FUNDS:

Subscription received against this issue would be kept in a separate bank account and our company will not have access to these funds so collected until it has received approval for allotment from BSE and listing and trading permission is received from BSE and NSE where listing is proposed in terms of this Prospectus. UNDERTAKINGS BY THE ISSUER COMPANY The Board of Directors of Today’s Writing Products Ltd. state that: - i) All the complaints in respect of the Public Issue shall be attended to by our company expeditiously and

satisfactorily. ii) That our company shall take necessary steps for completion of the necessary formalities for listing and

commencement of trading on BSE and NSE within 7 working days of finalisation of basis of allotment. iii) That our company shall apply in advance for the listing of equity shares. iv) That the funds required for despatch of refund orders/ allotment letters/ certificates by registered post shall be made

available to the Registrar to the Issue by our company. v) That the certificates of the securities/ refund orders to the non-resident Indians shall be despatched within specified

time. vi) That no further issue of securities shall be made till the securities offered through this Prospectus are listed or till

the application money is refunded on account of non-listing, undersubscription etc. UTILISATION OF ISSUE PROCEEDS The Board of Directors of Today’s Writing Products Ltd. states that:

i. All monies received against this Public Issue shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act, 1956.

ii. Details of all monies utilised out of Public Issue referred to in sub-item(i) shall be disclosed under an appropriate separate head in the Balance Sheet of our company indicating the purpose for which such monies had been utilised; and

iii. Details of all unutilised monies out of the present Public Issue, if any, referred to in sub-item(i), shall be disclosed under an appropriate separate head in the Balance Sheet of our company indicating the form in which such unutilised monies have been invested.

The Board of Directors of our company further certify that:

i. the utilization of monies received under reservations shall be disclosed under an appropriate head in the balance sheet of our company indicating the purpose for which such monies have been utilized;

ii. the details of all unutilized monies out of the funds received from reservations shall be disclosed under a separate head in the balance sheet of our company indicating the form in which such unutilized monies have been invested.

Our company shall not have any recourse to the Issue proceeds until the approval for trading the Equity Shares is received from all the Stock Exchanges where listing is sought is received. Pending utilisation of the proceeds of the Issue as specified under the heading “Objects of the Issue”, the net proceeds from the Issue may be invested by our company in high quality interest bearing liquid instruments including but not limited to deposits with banks for the necessary duration.

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SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the important provisions of the Articles of Association of our Company relating to members, voting rights, lien on the Equity Shares and process for modification of such rights, forfeiture of Equity Shares, restrictions on transfer and transmission of Equity Shares and debentures and on their consolidation and splitting are detailed below. Article 4 INCREASE IN CAPITAL The Company in General Meeting may, from time to time, by an ordinary Resolution

increase the capital by the creation of new shares, the increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the Act, any shares of the original or increased capital shall be issued upon such terms and conditions and with such rights and privileges annexed thereto, as the General Meeting resolving upon the creation thereof, shall direct, and if no direction be given, as the Directors shall determine and in particular, such shares may be issued with a preferencial or qualified rights to dividends, and in the distribution of assets of the Company in conformity with Section 87 and 88 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article, the Directors shall comply with the provisions of Section 97 of the Act.

Article 8 REDUCTION OF CAPITAL The Company may (subject to the provisions of sections 78, 80, and 100 to 105

inclusive of the Act) from time to time by Special Resolution reduce its share capital and any Capital Redemption Reserve Account or Premium Account in any manner for the time being authorized by law, and in particular capital may be paid-off on footing that it may be call upon again or otherwise. This Article is not derogate from any power the Company would have, if it were omitted.

Article 9 SUB-DIVISION, CONSOLIDATION, AND CANCELLATION OF SHARES. Subject to the provisions of section 94 of the Act, the Company in general meeting

may, from time to time, consolidate all or any of its shares capital into shares of larger amount than its existing shares or sub-divide its shares, or any of them into shares of smaller amount than is fixed by the memorandum and the resolution whereby any share is sub-divided, may determine that, as between the holders of the shares resulting from such sub-division one or more of such shares shall have some preference or special advantages as regards dividend, capital or otherwise over or as compared with the others or other. Subject to as aforesaid the Company in General Meeting may also cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Article 10 MODIFICATION OF RIGHTS If at any time share capital, by reason of the issue of Preference Shares or otherwise, is

divided into different classes of shares, all or any of the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 106 and 107 of the Act and whether or not the Company is being wound-up be varied, modified, commuted, affected or abrogated with the consent in writing of the holders of three-forths of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class. This Article shall not derogate from any power which the Company would have if these Articles were omitted. The provisions of these Articles relating to general meeting shall, mutates mutandis, apply to every such separate meeting but so that if at any adjourned meeting of such holders a quorum as defined above is not present, those persons who are present shall be the quorum.

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Article 28 CALLS DIRECTORS MAY MAKE CALLS The Board may, from time to time, subject to the terms on which any share may have

been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circular resolution) make such calls as it thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively and each member shall pay the amount of every call so made on him to the person or persons and at the time and place appointed by the Board. A call may be made payable by installments.

Article 29 NOTICE OF CALLS Fifteen day’s notice in writing of any call shall be given by the Company specifying

the time and place of payment, and the person or persons to whom such calls shall be paid and the Company shall issue at least 3 (Three) notice to the Shareholders, after expiry of the date of payment of allotment money/call money to pay the balance amount and the 3rd notice should be sent by Regd. A.D. post only.

Article 30 CALLS TO DATE FROM RESOLUTION A call shall be deemed to have been made at the time when the resolution authorizing

such call was passed at a meeting of the Board. Article 31 CALL MAY BE REVOKED OR POSTPONED A call may be revoked or postponed at the discretion of the Board. Article 32 LIABILITY OF JOINT-HOLDERS The Joint-holders of a share shall be jointly and severally liable to pay all calls in

respect thereof. Article 34 CALLS TO CARRY INTEREST If any member fails to pay any call due from him on the day appointed for payment

thereof, or any such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board, but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member.

Article 38 COMPANY’S LIEN ON SHARE/ DEBENTURES The Company shall have a first and paramount lien upon all the shares/ debentures

(other than fully paid-up shares/debentures) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/ debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company’s lien if any on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.”

Article 39 AS TO ENFORCING LIEN BY SALE For the purpose of enforcing such lien the Board may sell the shares subject thereto in

such manner as they shall think fit, and so for that purpose may cause to be issued a duplicate in respect of such shares and may �uthorize one of their member to execute a transfer thereof on behalf on and in the name of such member. No sale shall be made unless a sum in respect of which the lien exist is presently payable nor until notice in writing of the intention to sell shall have been served on such member and his representative and default shall have been made by him or them in payment, fulfillment or discharge of such debts, liabilities or engagements for fifteen days after such notice.

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Article 40 APPLICATION OF PROCEEDS OF SALE The net proceeds of any such sale shall be received by the Company and applied in or

towards payments of such parts of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a line for sums not presently payable as exists upon the shares before the sale) be paid to the amount in respect of which the lien exists.

Article 41 FORFEITURE OF SHARES If any member fails to pay any calls or installment of a call on or before the day

appointed for the payment of the same or any such extension thereof as aforesaid, the Board may at any time thereafter, during such time as the call or installment remains unpaid give notice to him requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

Article 46 FORFEITED SHARES TO BE THE PROPERTY OF THE COMPANY AND MAY BE SOLD, ETC.

Any share so forfeited shall be deemed to be property of the Company and may be sold, re-allotted, or otherwise disposed of, either to the original holder thereof or to any other person, upon such terms and such manner as the Board shall think fit.

Article 53 TRANSFER AND TRANSMISSION OF SHARES REGISTER OF TRANSFER The Company shall keep a Register of Transfer and therein shall fairly and distinctly

enter particulars of every transferor transmission of any shares. Article 54 INSTRUMENT OF TRANSFER: (a) The instrument of transfer shall be common in writing and all provisions of Section

108 of the Companies Act, 1956 and statutory modification thereof for the time being shall be duly compiled with in respect of all transfer of shares and registration thereof”.

NO FEE ON TRANSFER OR TRANSMISSION (b) No fee shall be charged for registration of transfer, transmission, Probate, Succession

Certificate and Letters of administration, Certificate or Death or Marriage, Power of Attorney or similar other document.

Article 55 TRANSFER FORM TO BE COMPLETED AND PRESENTED TO THE COMPANY The instrument of transfer shall be accompanied by such evidence as the Board may

require to prove the title of transfer and his right to transfer the share and every registered instruments of transferor shall remain in the custody of the Company until destroyed by the order of Board. The transferor shall be deemed to be the holder of such shares until the name of the transferee shall have been entered in the Register of Members in respect thereof. Before the registration of transfer the certificate of the shares must be delivered to the Company.

Article 56 TRANSFER BOOKS AND REGISTER OF MEMBERS WHEN CLOSED The Board shall have power on giving not less than seven days previous notice by

advertisement in some news paper circulating in the district in which the Registered office of the Company is situated to close the Transfer Books, Register of Members or Register of Debenture-holders at such time or times and for such period or periods, not exceeding thirty days at a time and not exceeding in the aggregate forty five days in each year.

Article 60 DEATH OF ONE OR MORE JOINT HOLDERS OF SHARES In case of the death of any one or more of the persons named in the Register of

Member as the joint-holders of any share, the survivor or survivors shall be the only person recognized by the Company as having any title to or interest in such shares but nothing herein contained shall be taken to release the estate of a deceased joint-holders from any liability of shares held by him jointly with any other person.

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Article 61 TITLE OF SHARES OF DECEASED MEMBER The executors or administrators or holders of a Succession Certificate or the legal

representatives of a deceased member (not being one or two or more joint-holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member and the Company shall not be bound to recognise such executors or administrators or holders of a Succession Certificate or the legal representatives unless they have first obtained probate or Letters of Administration or Succession Certificate, as the case may be, from a duly constituted Court in the Union of India, provided that in any case where the Board in its absolute discretion, thinks fit, it may dispense with production of Probate or Letters of Administration or Succession Certificate upon such terms so as to indemnity or otherwise as the Board in its absolute discretion may think necessary and under Articles 65, register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member as a member.

Article 62 NO TRANSFER TO MINOR No partly paid share shall in any circumstance be subscribed or transfer to any infant,

minor, insolvent or person of unsound mind. Article 63 PERSON ENTITLED MAY RECEIVE DIVIDEND WITHOUT BEING

REGISTERED AS MEMBER A person entitled to a share by transmission shall, subject to the right of the Directors,

to retain such dividends of money as hereinafter provided, be entitled to receive any and may give discharge for any dividends or other moneys payable in respect of share.

Article 70 VOTE OF MEMBERS MEMBERS IN ARREARS NOT TO VOTE No member shall be entitled to vote either personally or by proxy at any General

Meeting or meeting of class of shareholders either upon a show of hands or upon a poll in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the company has, and has not exercised, any right of lien.

Article 73 NUMBER OF VOTES WHICH MEMBER ENTITLED Subject to the provision of these Articles and without prejudice to any special

privileges, or restrictions as to voting for the time being attached to any class of shares for the time being forming part of the capital of the company, every member, not disqualified by the last proceeding article shall be entitled to be present, and to speak and vote at such meeting, and on a show of hands every member present in person or by proxy provided, however, that if any preference share holder be present at any meeting of the Company, save as provided in clause (b) of section (2) of section 87, he shall have a right to vote only on resolution placed before the meeting which directly effect the right attached to his preference shares.

Article 75 VOTES OF JOINT-MEMBERS If there be joint registered holders of any shares, any one of such person may vote at

any meeting or may appoint another person (whether a member or not) as his proxy in respect of such shares, as if he were solely entitled thereto but the proxy so appointed shall not have any right to speak at the meeting, and if more than one of the said persons so present whose name stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the other or others of the joint holders shall be entitled to be present at meeting. Several executors or administrators of a deceased member in whose name shares stands shall be for the purpose of these Articles deemed joint holders thereof.

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Article 76 VOTING IN PERSON OR BY PROXY Subject to the provisions of these Articles votes may be given either personally or by

proxy, body corporate being a member may vote either by a proxy or by a representative duly authorized in accordance with section 187 of the Act and such representative shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it were an individual member.

Article 79 DIRECTORS NUMBER OF DIRECTORS Subject to the provisions of Section 252 and 259 of the Act, the numbers of Directors

shall not be less than three and not be more than twelve. Article 95 COMPANY MAY INCREASE OR REDUCE THE NUMBER OF DIRECTORS Subject to section 259 of the Act, the Company may, by ordinary resolution, from time

to time, increase or reduce the number of Directors, and alter their qualifications and the Company may (subject to the provisions of section 284 of the Act) remove any Director before the expiration of his period of office and appoint another person in his stead. The person so appointed shall hold the same if he had not been removed.

Article 104 BORROWING POWERS The Directors may from time to time at their discretion raise or borrow any sum or

sums of money for the purpose of the Company subject to the provisions of Section 292 & 293 of the Act and may secure payment or repayment of same in such manner and upon such terms and conditions in all respect as may be prescribed by the Board in particular by the creation of any mortgage, hypothecation, pledge or charge in and over the Company’s stocks, book debts and other movable properties.

Article 119 DIVIDENDS DIVISIONS OF PROFITS The profits of the Company, subject to any special rights relating thereto created or

authorized to be created by these Articles and subject to the provisions of these Articles shall be divisible among the members in proportion to the amount of capital paid or credited paid-up on the shares held by them respectively.

Article 121 DIVIDENDS ONLY TO BE PAID OUT OF PROFITS No dividend shall be declare or paid otherwise than out of profits of the financial year

arrived at after providing for depreciation in accordance with the provisions of section 205 of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both, provided that:

(a) If the Company, has not provided for depreciation for any previous financial year or years it shall, before declaring or paying a dividend for any financial year provide for such depreciation out of the profits of the financial year or out of the profits of any other previous financial year or years:

(b) If the Company has incurred any loss in any previous financial year or years the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those years whichever is less, shall be set off against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section 205 of the Act or against both.

Article 122 INTERIM DIVIDEND The Board may, from time to time, pay to the members such interim dividend as in

their judgement the position of the Company justifies.

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Article 124 DIVIDENDS IN PROPORTION TO AMOUNT PAID UP All dividends shall be apportioned and paid proportionately to the amounts paid or

credited as paid on the shares during any portion or portions of the period in respect of which the dividends is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

Article 125 TRANSFER OF SHARES MUST BE REGISTERED A transfer of shares shall not pass the right to any dividend declared thereon before the

registration of the transfer. Article 127 INTEREST ON UNPAID DIVIDEND Subject to the provisions of section 205 to 208 of the Act, no unpaid dividend shall

bear interest as against the Company. Article 128 UNPAID OR UNCLAIMED DIVIDEND Where the Company has declared a dividend but which has not been paid or the

dividend warrant in respect thereof has not been posted within 42 days from the date of declaration to any shareholders entitled to the payment of the dividend, the Company shall within 7 days from the date of expiry of the said ‘period of 42 days, open a special account in that behalf in any scheduled bank called “Unpaid Dividend of TODAY’S WRITING PRODUCTS LIMITED” and transfer to the said account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted.

Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of three years from the date of such transfer, shall be transferred by the Company to the general revenue account of the Central Government. A claim to any money so transferred to the general revenue account may be preferred to the Central Government by the shareholders to whom the money is due.

No unclaimed or unpaid dividend shall be forfeited by the Board. Article 129 DIVIDEND AND CALL TOGETHER Any General Meeting declaring a dividend may on the recommendation of the

Directors make a call on the members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend may, if so arranged between the Company and the member, be set off against the calls.

Article 136 MEMBERS BOUND BY DOCUMENTS OR NOTICES SERVED ON OR GIVEN TO PREVIOUS HOLDERS

Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every documents or notice in respect of such share, which previously to his name and address being entered on the Register of Members shall have been duly served on or given to the person whom he derives his title to such shares.

Article 140 SECRECY CLAUSE (a) Every Director, (except institutional/ex-officio director) Trustee, member of a

committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Director before entering upon his duties, sign a declaration pledging himself to observe strict secrecy respecting all transaction and affairs of the Company and all matters thereto, and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required to do so by the Directors or by law or by the person to whom such matters related and except so far as may be necessary in order to comply with any of the provisions in these presents contained.

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(b) No member shall be entitled to visit or inspect any works of the Company, without the permission of the Directors or to require discovery of or any confirmation respecting any details of the Company’s trading or any matter which is or may in the nature of a trade secret, mystery of trade, secret process or any other matter which may relate to the conduct of the business of the Company and which, in the opinion of the Director, it would be inexpedient in the interest of the Company to disclose.

Article 141 (a) COMPANY ENTITLED TO DEMATERIALIZE ITS SHARES Notwithstanding anything contained in the Articles of Association of the company

shall be entitle to dematerialize its shares, debentures and other securities pursuant to the Depositories Act, 1996, including any statutory modification(s) or re-enactment(s) thereof and to offer for subscription in a dematerialized form. The company shall further be entitled to maintain a register of Members with details of Members holding shares both in material and dematerialized form(s) or in any media as permitted by law including any form of electronic media.

(b) BENEFICIAL OWNER DEEMED AS ABSOLUTE OWNER: A “beneficial owner” means any person or persons whose name(s) is recorded as such

with a depository and the Company shall be entitled to treat the person(s) whose name(s) appears as the beneficial owner of the shares in the record of Depository Act, 1996, as the absolute owner thereof as regard receipt of dividend or bonus or rights and other entitlements or service of notices and all or any other matter connected with the shares and accordingly the company shall not (except as ordered by a competent court or jurisdiction or as by law required) be bound to recognise any benami trust or equity or equitable, contingent or whatsoever other claim to or interest in such share(s) on the part of any other person whether or not the company shall have express or implied notice thereof.

( c) RIGHTS OF DEPOSITORIES AND BENEFICIAL OWNER Notwithstanding anything contained in this articles of association in any other law for

the time being in force a depository shall be deemed to be the registered owner for the purpose of effecting transfer of ownership of the shares, debentures or other securities on behalf of a beneficial owner. Save as otherwise provided herein above, the depository as a registered owner shall not have any voting rights or any other rights in respect of shares debentures or any other securities held by it, and the beneficial owner shall be entitled to all the rights and benefits and be subjected to all the liabilities in respect of his/her shares, debentures or any other securities held by a depository.

(d) BENEFICIAL OWNER DEEMED AS A MEMBER Every person holding equity shares of the Company and whose name is entered as

beneficial owner in the records of the depository shall be deemed to be a Member of the Company.

(e) INVESTMENT IN THE NAME OF A DEPOSITORY The Company can hold investments in the name of a depository when such

investments are in the form of securities held by the Company as a beneficial owner. (f) SERVICE OF DOCUMENTS ON COMPANY Where the shares, debentures or any other securities are held in a depository the

records of the beneficial ownership may be served by such depository on the Company by means of electronic mode or by delivery of floppies of disks.

(g) TRANSFER OF SHARES AND DEBENTURES The provisions contained in the Articles of Association with respect to transfer or

transmission of shares debentures or any other securities shall not apply to transfer or transmission of shares, debentures or any other securities effected by the transferor and the transferee both of whom are entered as beneficial owners in the records of depository.

(h) RECTIFICATION OF REGISTER OF TRANSFER With regards to the rectification of register of Transfer, all the provisions of section

111A of the Companies Act, 1956 as may be in force from time to time shall also apply.

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(i) ALLOTMENT OF SHARES, DEBENTURES OR ANY OTHER SECURITIES TO A DEPOSITORY

Notwithstanding anything contained in sub section (1) of section 113, of the Companies Act, 1956 or any modification(s) or re-enactment(s) thereof, where the shares, debentures or any other securities are dealt with in a depository, the Company shall intimate the details thereof to the depository immediately an allotment of such shares, debentures or any other securities as far as practicable.

(j) DISTINCTIVE NUMBER OF SHARES AND DEBENTURES HELD WITH A DEPOSITORY NOT REQUIRED

Provisions contained in this Articles of Association about recording distinctive number of shares or debentures held by each member or debenture holder respectively in the Register of members or register of Debenture Holder of the Company shall not apply to the shares or debentures or any other securities which are held with a depository.

(k) REGISTER AND INDEX OF BENEFICIAL OWNER The register and index of Beneficial Owners maintained by a depository under section

11 of the Depositories Act, 1996, shall also be deemed to be a register and Index of Members and index of debenture holder, as the case may be, for the purpose of this Article of Association and the Companies Act, 1956.

(l) SECURITIES IN FUNGIBLE FORM The shares, debentures or any other securities of the Company held by a depository

shall be dematerialized and shall be in a fungible form. In case of transfer or transmission of shares or other marketable securities where the Company has not issued any certificate and where such shares or securities are being held in on electronic and fungible form, the provisions of the Depositories Act, 1996 as may be in force from time to time shall apply’.

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SECTION IX – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or contracts entered into more than two years before the date of filing of this Draft Prospectus) which are or may be deemed material have been entered or to be entered into by the Company. These contracts, copies of which have been attached to the copy of this Draft Prospectus have been delivered to the Registrar of Companies, Gujarat, Dadra & Nagar Haveli for registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company located at Survey No.251/2, Valsad Falia, Near Jain Temple, Dadra 396 191, Dadra and Nagar Haveli (U.T.), India from 10.00 a.m. to 4.00 p.m. on working days from the date of filing of this Draft Prospectus until the Issue Closing Date of this Issue. A. MATERIAL CONTRACTS 1. Copy of Memorandum of Understanding dated 09/08/2005 between Today’s Writing Products Limited and Keynote

Corporate Services Limited, Lead Manager to the Issue. 2. Copy of Memorandum of Understanding dated 11/01/2006 between Today’s Writing Products Limited and Canara

Bank, Co-Lead Manager to the Issue. 3. Copy of Memorandum of Understanding dated 19/12/2005 between Intime Spectrum Registry Limited, Registrar to

the Issue and Today’s Writing Products Limited the Company. 4. Copy of agreement dated 20/01/2001 between Satellite Corporate Services Private Limited, Registrar and Share

Transfer Agent and Today’s Writing Products Limited. 5. Copy of tripartite agreement dated 23/01/2004 between the Company, National Securities Depository Limited

(NSDL) and Satellite Corporate Services Private Limited. 6. Copy of tripartite agreement dated 20/10/2003 between the Company, Central Depository Services (India) Limited

(CDSL) and Satellite Corporate Services Private Limited 7. Copy of Share Subscription Agreement dated 24/06/2005 between the promoters of Today’s Writing Products

Limited. and Bennnett Coleman and Company Limited 8. Copy of Assignement of Interest dated 12/09/2002 between Mr. Rajesh Drolia and MonAmi Co. Limited, Korea and

Today’s Writing Products Limited and the amendements thereof dated 30/09/2003. 9. Copy of Deed of License of Technical know-how between MonAmi Co. Limited, Korea and Today’s Writing

Products Limited 10. Copy of MOU between Today’s Writing Products Limited and J.L. Morison Son & Jones (Ceylon) Limited,

Colombo, Sri Lanka 11. Copy of RBI approval for payments towards technology transfer between MonAmi Co. Limited and Today’s

Writing Products Limited vide their letter dated 11/12/2005 12. Copy of order passed by the High Court of Gujarat at Ahmedabad on 31/07/2000 in case of the amalgamation of

Today’s Writing Instrument Limited with Today’s Writing Products Limited. 13. Copy of Sale Deeds dated 08/03/1996, 22/04/1999, 17/02/2001, 05/12/2001 in respect of the registered office

located at Dadra and Nagar Haveli. 14. Copy of Letter of Consent dated 11/07/2005 for office at Kolkatta. 15. Copy of Sale Deeds dated 11/09/1996 and 12/11/2001 in respect of the administrative office located at Andheri,

Mumbai. B. DOCUMENTS FOR INSPECTION

1. Copy of Memorandum of Articles and Articles of Association of Today’s Writing Products Limited 2. Copies of Annual report of Today’s Writing Products Limited for the year ended 31/03/2001, 31/03/2002,

31/03/2003, 31/03/2004, 31/03/2005 and audited accounts six months period ended 30/09/2005. 3. Copy of Special Resolution under section 81, 81(1A) and other relevant provisions of Companies Act, 1956

dated 28/09/2005 passed at the Extra Ordinary General Meeting of the company authorizing present issue of equity shares.

4. Copy of letter dated 07/01/2006 regarding inter-se allocation of responsibilities between Keynote Corporate Services Ltd. and Canara Bank.

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5. Copy of certificate dated 30/12/2005 issued by Chaturvedi Sohan & and Ajay Shoba & Co., Chartered

Accountants & Statutory Auditors of the Company reporting financials of Today’s Writing Products Limited in terms of part II schedule II of the Companies Act, 1956 and including capitalization statement, taxation statement, accounting ratios.

6. Copy of special resolution relating to appointment and remuneration of our Managing Director dated September 28, 2005.

7. Copy of Certificate on ‘Sources and deployment of funds’ dated 02/01/2006 issued by Ajay Shoba & Co., Chartered Accountant.

8. Copy of letter dated 01/11/2005 received from Ajay Shoba & Co., Chartered Accountant & Statutory Auditors of the Company regarding tax benefits accruing to the company and its shareholders.

9. Copy of letter dated 18/08/2005 from HDFC Bank regarding sanction of working capital facilities for the domestic operation.

10. Copy of sanction letters dated 14/10/2005 and 04/11/2005 received from ICICI Bank in respect of the External Commercial Borrowings of USD 3.00 million

11. Copy of Licenses and approvals for the EOU project. 12. Copies of undertakings from Today’s Writing Products Limited. 13. Copies of Consents from the Directors of the Company, Registrar to the Issue, Lead Mangers to the Issue, Legal

Advisor to the Issue, Auditors, Banker to the Company, Bankers to the Issue. Any of the contracts or documents mentioned in this Draft Prospectus may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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