Tutis Technologies Ltd Auditor Reports

To,

The Members

Tutis Technologies Limited

Mumbai.

1. We have audited the attached Balance Sheet of Tutis Technologies Limited as at 31st March 2012 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph (3) above:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and the Statement of Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from two directors out of four directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that those two directors are not disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956. However we have not received any representation from remaining two directors therefore we are unable to comment on their disqualification as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) In the case of the statement of Profit and Loss, of the loss of the Company for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Place: Mumbai	For Vijay R Tater & Co.,
Date: 15th December, 2012	Chartered Accountants
	FRN No : 111426W
	Sd/-
	Suresh G. Kothari
	Partner
	M.No : 047625

Annexure to the Auditors Report

(Referred to in paragraph 3 of our report of even date to the Members of Tutis Technologies Limited)

(i) (a) The Company has maintained proper records showing particulars, including quantitative details and situation of Fixed Assets.

(b) As explained to us, some of the fixed assets were physically verified during the year by the Management in accordance with a program of verification in terms of which all the fixed assets are physically verified over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its fixed assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets of the company has been disposed off during the year.

(ii) In respect of Inventories:

(a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of the inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and material discrepancies noticed are properly accounted.

(iii) (a) According to information and explanations given to us, during the year the company has granted interest free unsecured loan to three companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 667.98 lacs and the year end balance was Rs. Nil.

(b) As informed by the management, the company has granted interest free unsecured loans to three companies is in the ordinary course of the business. However against outstanding Loan of Rs 508.47 lacs of two companies, after adjusting Rs 391.18 lacs payable to other associate company, a sum of Rs 117.29 lacs is provided as doubtful debts. In respect of third company, we are unable to comment whether the terms and conditions of the loans and advances are prejudicial to the interest of the company as there are no covenants with regard to the repayment of the loan.

(c) According to information and explanations given to us, in respect of such interest free loan given by the company, the same are repayable on demand and no stipulations have been made regarding repayment of principal amount.

(d) There is no overdue amount in respect of loan given to companies / parties under register maintained under section 301 of the Companies Act, 1956, as these are repayable on demand.

(e) According to the information and explanations given to us, the Company has taken interest free unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 476.76 lacs and the year end balance was Nil.

(f) As informed by the management, such amount is in the ordinary course of the business. At the year end the outstanding loan of Rs 391.18 taken was adjusted against loan receivable from an associate company.

(g) In our opinion and as per the records examined by us, the payment of principal amount is regular.

(iv) In our opinion and according to the information and explanations given to us, it appears that there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, major weakness have been noticed in the internal control in respect of (i) loans & advances, (ii) Cash transactions & its embezzlement and (iii) compliance with statutory liabilities.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that are needed to be entered into the register maintained under section 301 have been so entered. (b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of such contract or arrangement exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

(vii) In our opinion, the system of internal audit of the company needs to be strengthened commensurate with the size and nature of its business.

(viii) According to the information and explanation given to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

(ix) (a) 1. Undisputed statutory dues outstanding for a period of more than six months from the date on which they became payable including Provident Fund, Income Tax, Sales Tax and Profession Tax have not been deposited with the appropriate authorities and there have been delays in large number of cases.

2. Further a sum of Rs. 92.55 lacs payable as penalty towards Income tax is not accounted for as the management is of the opinion that it can invoke alternate remedial measures for mitigation of penal liability.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no disputed dues in respect of sales tax, wealth tax, service tax, custom duty, excise duty or cess which have not been deposited on account of any disputes.

The following are the particulars of Income tax dues not deposited by the company on account of disputes.

A.Y.	1998-99	Rs. 30.26 lacs
A.Y.	1999-00	Rs. 176.25 lacs
A.Y.	2000-01	Rs. 496.80 lacs
A.Y.	2001-02	Rs. 30.46 lacs
A.Y.	2003-04	Rs. 158.95 lacs

All these disputes are on account of disallowance of Sec 80HHE claim made by the company. Income tax Appellate Tribunal has passed favourable order in all above cases which are pending for giving effect by the Assessing Officer.

(x) The company does not have accumulated losses at the end of the financial year. The company has incurred cash loss in the current financial year but not in the immediately preceding financial year.

(xi) According to the information and explanations given to us and the records of the Company examined by us, the company has not defaulted in repayment of dues to any Financial Institution or Bank. The Company has not raised any amount through debentures.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statutes applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given corporate guarantee to banks/ financial institutions for loans taken by group concerns amounting to Rs. 10.70 Cr as stated in note no. 9 of Schedule 17. The terms and conditions on which the company has given guarantees for loans taken by others from bank are not, prima facie, prejudicial to the interest of the Company.

(xvi) The company has not taken any term loans during the year.

(xvii) According to the Information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term-basis have been used for long term Investments.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of companies Act, 1956

(xix) The Company has not issued any debentures and hence no securities or charges are required to be created in respect thereof.

(xx) The Company did not raise any money through a public issue during the year.

(xxi) On the basis of our examination and according to the information and explanations given by the management, during an internal investigation conducted by the company, cash amounting to Rs 153.67 Lacs handled by certain managerial personnel was missing and no plausible explanation for its spending is made available, and the company is in the process of taking appropriate legal and other remedial actions against the person involved. Since the cash was not insured and doubtful in the nature of recovery the same has been provided in the books of accounts.

Place: Mumbai	For Vijay R Tater & Co.,
Date: 15th December, 2012	Chartered Accountants
	FRN No : 111426W
	Sd/-
	Suresh G. Kothari
	Partner
	M.No : 047625