Auditor Report of Tutis Technologies Ltd.

Mar 31, 2011

1. We have audited the attached Balance Sheet of Tutis Technologies Limited as at 31st March 2011 and the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 (Auditor's 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, the Profit and Loss account 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 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 the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 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, 2011;

(ii) In the case of the Profit and Loss Account, of the profit 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.

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 full 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 two companies and a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 163.18 lacs and the year end balance was Rs. 68.40 lacs.

(b) As informed by the management, the company has granted interest free unsecured loans to two companies and a party is in the ordinary course of the business. We are not in a position 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. 720.59 lacs and the year end balance was Nil.

(f) As informed by the management, the company has taken interest free unsecured loans from a company is in the ordinary course of the business. We are not in a position 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 and other terms and conditions of such loan.

(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. Further, on the basis of our examination of the books and records of the company, and according to the information and explanation give to us we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the afore said internal control system.

(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 need to be entered into the register maintained under section 301 have been so entered. (b) In our opinion and according to the information and explanations given to us, 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) As per the information and explanations given to us and according to our examination of the records of the company, the Company has generally been regular in depositing undisputed statutory dues on account of provident fund, employees' state insurance, income-tax, sales-tax, customs duty, excise duty, cess and other statutory dues as applicable to the company with the appropriate authorities during the year. There are no arrears of undisputed statutory dues outstanding for a period of more than six months from the date on which they became payable except for a sum of Rs. 92.55 lacs payable as penalty towards Income tax which 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 not incurred any cash losses in the current financial year nor 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 (Auditor's 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 are 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, no fraud, on or by the Company, has been noticed or reported during the year.

For Vijay R Tater & Co., Chartered Accountants FRN No : 111426W

Sd/- CA Suresh Kothari Partner M.No : 047625

Place : Mumbai Date : 31st August , 2011.

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Tutis Technologies Limited as at 31st March 2010 and the Profit and Loss Account for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

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 ouraudit 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 lawhave been kept by the Company so far as appears from our examination of those books

(c) The Balance Sheet, the Profit and Loss account 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 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 the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 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, 2010;

(ii) In the case of the Profit and Loss Account, of the profit 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.

Annexure to Auditors Report (Referred to in paragraph (3) of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) A major portion of the assets has been physically verified by the management on an yearly basis. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on such verification.

(ii) (a) The inventory of Biometric devices have been physically verified during the year by the management. In our opinion, having regard to the nature of such services, the frequency of verification is reasonable.

(iii) (a)The Company has not granted any loans secured or unsecured to any party covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loan from any party covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of fixed assets and sale of services. The activities of the company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered in to the register in pursuance of Section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public to which the provisions of section 58A of the Companies Act, 1956 and the rules framed hereunder are applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

(viii) According to the information and explanation given to us, maintenance of cost records has not been prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 for any of the services rendered by the Company.

(ix) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities statutory dues including providend fund, income-tax, sales-tax and other statutory dues applicable to it.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial years.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiii) In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in 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) In our opinion, the terms and conditions on which the Company has given guarantees for loans taken by others from banks or financial institutions are not prima facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, the term loans raised were prima facie used for the purpose for which they were raised.

(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 assets. No long-term funds have been used to finance short-term assets.

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

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the period covered under our Audit the company has not issued any fresh shares.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For K. P. Joshi & Co. Chartered Accountant

Membership No. 034760

Sd/- PLACE: Mumbai K. P. Joshi

DATE : May 31, 2010 Proprietor