Directors Report of Tutis Technologies Ltd.

Mar 31, 2011

The members of Tutis Technologies Limited

The Board of Directors ("the Board") have pleasure in presenting the Twentieth Annual Report along with the Audited Accounts for the year ended on March 31, 2011 ("the year under review", "the year").

Consolidated Standalone 31.03.2011 31.03.2010 31.03.2011 31.03.2010 Particulars (Rs. in (Rs. in (Rs. in (Rs. in Lacs) Lacs) Lacs) Lacs)

Total Revenue 2890.06 1512.89 1217.64 1512.70

Total Expenditure 2382.48 1200.09 945.62 1170.91

PBDT 507.58 312.80 272.02 341.79

Interest 123.02 117.85 122.93 117.72

Depreciation 46.99 132.99 46.31 132.64

Profit before Tax 337.57 61.96 102.78 91.43

Provision for 2096 0.00 2096 0.00 Income Tax

Deferred payment 0.00 0.00 0.00 0.00 against tax

Profit after Tax 316.61 61.96 81.82 91.43

Add: - Balance 914.48 852.52 943.94 852.52 brought

Less: Misc. 0.00 0.00 0.00 0.00 exp written off

Less: Prior year adjustments 1214.99 0.00 16.09 0.00

Profit carried 1674.70 914.48 1009.67 943.95 forward to Balance Sheet

Equity Share Capital 1674.70 1674.70 1674.70 1674.70

Reserves 2760.89 2553.17 2644.28 2578.55

Shareholders fund 4435.59 4227.87 4318.97 4253.25

Book value 26.49 25.25 25.79 25.40

EPS 1.79 0.37 0.36 0.55

DIVIDEND:

In view of marginal profits generated by the Company your Board does not recommend any dividend for the year ended March 31, 2011.

OPERATIONS:

As per the accounts, the total income for the year ended March 31, 2011 is Rs. 1217.64 Lacs as against Rs. 1512.69 Lacs for the year ended March 31, 2010 registering decrease of about 19.51%. The cash profit was much higher than last year and it is mainly due to improved off-take of biometric products as the economy started showing signs of improvement during the year.

Biometrics Products & Solutions Provider:

Your company continues to concentrate on the Biometric product segment and the Tutis brand has been recognized as a Biometric Solutions Company especially in Time Attendance and Access Management segments. Currently your company concentrates on Finger Print Biometric products.

Your company has really done well in TA and Access Management products and solutions in India and abroad. It has acquired more than 1000 clients in the Indian and International market in almost all business Fingerprint Biometric products. Tutis Time Attendance solutions have penetrated the Indian market right from small enterprise to very large organizations with multiple offices across India.

Tutis has added 15 more Time Attendance, Access Control products in its offering. Your company has conducted several pilot projects in Biometric Time attendance system in several e-governance projects.

This year Tutis has added Enterprise Time Attendance software in its offering and has acquired many large size clients across the country. A number of International Schools, Multiplexes are using Tutis Attendance Solutions. Tutis has successfully executed orders of Biometric Attendance Solutions for educational institutes across India.

In respect of other Finger Print biometric solutions, Tutis is very active in many e-governance projects.

This year Tutis has successfully integrated its biometric product in one of the largest e- government project named as RSBY Tutis has deployed its biometric product for RSBY in more than 25 districts across India.

Tutis has increased its presence in Financial Inclusion projects like conducting pilot projects with various Nationalized Banks especially in ATM, financial inclusion and registration process.

This year Tutis has started offering Annual Maintenance Services to its large client base for Biometric Product, Time Attendance and Access Control System.

FUTURE PROSPECTS:

Indian domestic market is likely to experience a steady growth rate, with national ID projects, e-Passports and other security projects spearheading market growth. So also increased use of biometrics in other applications like RSBY, NREGA, Insurance, crime identification, prevention of fraudulent transactions especially in e-commerce and other application especially Time Attendance in the government and semi government organisations.

Trends indicate that the industry has evolved a great deal over the past 5 years due to the increased accuracy rates and performance levels of the technology. Biometric standards, cost versus performance benchmarks, and interoperability issues have enabled high uptake in civil and commercial applications even as fraudulent activities and identity thefts continue to cost institutions significant revenue losses.

As per Frost & Sullivan report "With the proliferation of crime due to the economic meltdown, the need for optimized security was apparent across government organizations, financial institutions, retail, and healthcare industries," "Initiatives by biometric vendors and continuous investments in R&D to offer highly accurate and affordable products will considerably enhance prospects for biometrics in the coming years."

Tutis endeavors to deliver highly accurate and cost-effective solutions to generate healthy profit margins. Innovative solutions with high performance levels and value-added customer service hold the key for company winning contracts.

Tutis will shortly come with additional capital raising to strengthen the company's foray into biometric and other security products market. All these efforts would create a niche market segment for the company.

DIRECTORS:

Mr. Rupesh Vishwanathan have been appointed as a Director of the Company with effect from 1st June, 2011. Mr. Dilip Parekh and Mr. G S Chandrashekar, Director and Chairman and Managing Director of the Company, retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting (AGM).

Dr. Uday Pai resigned as Director of the Company with effect from 7th July 2011. Your Board took this opportunity to place on record its appreciation of the services and advice extended by Dr. Pai during the tenure of his association with the Company as Board Member.

Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Director retiring by rotation is provided in the Notice convening the Annual General Meeting.

SUBSIDIARY COMPANIES:

The Company has one Indian Subsidiary namely Tutis Innovative E- Solutions Private Limited (formerly known as Tutis Media Streaming Private Limited) and three foreign subsidiaries namely Global Software Technologies Limited, UK, Tutis FZE, UAE and Amex Information Technologies GmbH, Germany. The Company has also filed an application to Reserve Bank of India (RBI) to close-down its subsidiary in Germany namely Amex Information Technologies GmbH.

Pursuant to the provision of Section 212(8) of the Companies Act, 1956 the Ministry of Corporate Affairs vide its Circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Company's Subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company / its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company /its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices / registered offices of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand. Also the annual accounts of the Company's subsidiaries are posted on the website of the Company i. e www.tutistech.com

DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Director's Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the year under review on a 'going concern' basis.

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

The information relating to conservation of energy, technology absorption, foreign exchange earning and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are detailed as follows:

Conservation of Energy

The operations of the Company involve low energy consumption. Adequate measures have, however been taken to conserve energy.

Research & Development (R&D)

Your Company continues to make investment in research and development, which is crucial to the continued success of any IT Company. The Company has been successful in developing certain Biometric products in-house by the R & D Section of your Company. The Company is also in the process of adequately protecting the Trade Marks pertaining to these products.

Technologies Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services and products.

Foreign exchange earning and outgo

Full details of Foreign Exchange earnings and outflow are furnished under Schedule 17 Part B of Notes on Accounts.

PARTICULARS OF EMPLOYEES:

There are no employees covered under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS:

M/s Vijay R. Tater & Co, Chartered Accountants, Mumbai , Statutory Auditors of the Company hold office in accordance with the provisions of the Companies Act 1956 upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial Statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report, the Report on Corporate Governance and the certificate from the Auditor of the Company regarding compliance of conditions of Corporate Governance are annexed to this Report and forms part of this Annual Report.

With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has incorporated certain provisions in the Companies Bill, 2009. The Ministry had issued a set of voluntary guidelines in the second half of December, 2009 for adoption by the Companies. The Guidelines broadly provide for appointment of directors (including independent directors), guiding principles to remunerate directors, responsibilities of the Board, risk management, the enhanced role of Audit Committee, rotation of audit partners and firms and conduct of secretarial audit. Your Company while already complying by and large with these various requirements has already initiated appropriate action for compliance.

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers and advisors for their continuous support during the year.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the years.

By order of the Board of Directors

Sd/- Sd/- (G. S. Chandrashekar) (Dilip C. Parekh) Chairman & Managing Director Director

PLACE : Mumbai DATE : 31st August, 2011.

---

Mar 31, 2010

The Board of Directors ("The Board") have pleasure in presenting the Nineteenth Annual Report along with the Audited Accounts for the year ended on March 31,2010 ("the year under review", "the year").

FINANCIAL PERFORMANCE:

Consolidated Standalone

Particulars 31.03.2010 31.03.2009 31.03.2010 31.03.2009

(Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs) (Rs. in Lacs)

Total Revenue 1491.94 1393.25 1491.94 1393.25

Total Expenditure 1179.93 1206.83 1152.30 1206.72

PBDT 312.01 186.42 339.64 186.53

Interest 115.58 79.39 115.58 79.39

Depreciation 132.64 126.53 132.64 126.53

Profit before Tax 63.79 (19.49) 91.42 (19.41)

Provision for Income Tax 0.00 1.25 0.00 1.25

Deferred payment against tax 0.00 0.50 0.00 0.50

Profit after Tax 63.79 (21.25) 91.42 (21.17)

Add:-Balance brought forward 852.43 87.69 852.51 873.68 from previous year

Less: Misc. exp written off 0.00 0.00 0.00 0.00

Less: Prior year adjustments 0.00 0.00 0.00 0.00

Profit carried forward to 916.22 852.43 943.93 852.51 Balance Sheet

Equity Share Capital 1674.70 1674.70 1674.70 1674.70

Reserves 2550.71 2487.04 2578.55 2487.12

Shareholders fund 4225.41 4161.74 4253.24 4161.82

Book value 25.23 24.85 25.39 24.85

EPS 0.38 - 0.55 -

DIVIDEND:

In view of marginal profits generated by the company, the Board does not recommend any dividend for the year ended March 31,2010.

OPERATIONS:

As per the accounts, the total income for the year ended March 31,2010 is Rs. 1491.94 Lacs as against Rs. 1393.25 Lacs for the year ended March 31, 2009 registering an increase of about 7.08%.

The company made marginal profits compared to loss in the last year. The cash profit was much higher than last year and it is mainly due to improved off-take of biometric products as the economy started showing signs of improvement during the year.

Biometrics Products & Solutions Provider:

Your company continues to concentrate on the Biometric product segment and the Tutis brand has been recognized as a Biometric Solutions Company especially in Time Attendance and Access Management segments. Currently your company concentrates on Finger Print Biometric products.

Your company has really done well in TA and Access Management products and solutions in India and abroad. It has acquired more than 1000 clients in the Indian and International market in almost all business Fingerprint Biometric products. Tutis Time Attendance solutions have penetrated the Indian market right from small enterprise to very large organizations with multiple offices across India.

Tutis has added 15 more Time Attendance, Access Control products in its offering. Your company has conducted several pilot projects in Biometric Time attendance system in several e-governance projects.

This year Tutis has added Enterprise Time Attendance software in its offering and has acquired many large size clients across the country. A number of International Schools, Multiplexes are using Tutis Attendance Solutions. Tutis has successfully -executed orders of Biometric Attendance Solutions for educational institutes across India.

In respect of other Finger Print Biometric solutions, Tutis is very active in many e-governance projects.

This year Tutis has successfully integrated its Biometric product in one of the largest e-government project named as RSBY. Tutis has deployed its Biometric product for RSBY in more than 25 districts across India.

Tutis has increased its presence in Financial Inclusion Projects like conducting pilot projects with various Nationalized Banks especially in ATM, financial inclusion and registration process.

This year Tutis has started offering Annual Maintenance Services to its large client base for Biometric Product, Time Attendance and Access Control System.

FUTURE PROSPECTS:

Indian domestic market is likely to experience a steady growth rate, with national ID projects, e-Passports and other security projects spearheading market growth. So also increased use of biometrics in other applications like RSBY, NREGA, Insurance, crime identification, prevention of fraudulent transactions especially in e-commerce and other application especially Time Attendance in the government and semi government organisations.

Trends indicate that the industry has evolved a great deal over the past 5 years due to the increased accuracy rates and performance levels of the technology. Biometric standards, cost versus performance benchmarks, and interoperability issues have enabled high uptake in civil and commercial applications even as fraudulent activities and identity thefts continue to cost institutions significant revenue losses.

As per Frost & Sullivan report "With the proliferation of crime due to the economic meltdown, the need for optimized security was apparent across government organizations, financial institutions, retail, and healthcare industries," "Initiatives by biometric vendors and continuous investments in R&D to offer highly accurate and affordable products will considerably enhance prospects for biometrics in the coming years."

Tutis endeavours to deliver highly accurate and cost-effective solutions to generate healthy profit margins. Innovative solutions with high performance levels and value-added customer service hold the key for company winning contracts.

Tutis will shortly come with additional capital raising to strengthen the companys foray into biometric and other security products market. All these efforts would create a niche market segment for the company.

DIRECTORS:

Mrs. Amita Desai and Mr. Aniket Jathar, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting (AGM). Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Directors retiring by rotation is provided in the Notice convening the Annual General Meeting.

SUBSIDIARY COMPANIES:

Tutis Innovative E- Solutions Private Limited (formerly known as Tutis Media Streaming Private Limited) has become subsidiary of the Company from November, 2009 and is offering Value Added Services like streaming of contents like Games, TV Channels, Movies, Sports or other events, songs, video conferencing, MSN/ Google chats etc. from various Content Providers to any GPRS subscriber and undertake activities which are incidental or ancillary thereto.

The Company has recently formed Tutis FZE a Wholly Owned Subsidiary at Sharjah International Airport Free Zone (SAIF), UAE to carry on general trading activities.

Thus as on date, the Company has one Indian Subsidiary namely Tutis Innovative E- Solutions Private Limited (formerly known as Tutis Media Streaming Private Limited) and three foreign subsidiaries namely Global Software Technologies Limited, UK, Amex Information Technologies GmbH, Germany and Tutis FZE, UAE. The Company has also filed an application to Reserve Bank of India (RBI) to close-down its subsidiary in Germany namely Amex Information Technologies GmbH.

As required under Section 212 of the Companies Act, 1956, the audited statement of accounts along with the Report of the Boards of Directors and respective Auditors Report thereon of all the subsidiary companies for the year ended on respective financial year are annexed and forms part of this Annual Report.

DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956 during the year under review.

DIRECTORSRESPONSIBILITY STATEMENT;

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31,

2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) that the Directors had prepared the accounts for the year under review on a going concern basis.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to conservation of energy, technology absorption, foreign exchange earning and outgo required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are detailed as follows:

Conservation of Energy

The operations of the Company involve low energy consumption. Adequate measures have, however been taken to conserve energy.

Research & Development (R&D)

Your Company continues to make investment in research and development, which is crucial to the continued success of any IT Company. The Company has been successful in developing certain Biometric products in-house by the R&D Section of your Company. The Company is also in the process of adequately protecting the Trade Marks pertaining to these products.

Technologies Absorption

Your Company continues to use the latest technologies for improving the productivity and quality of its services and products.

Foreign exchange earning and outgo

Full details of Foreign Exchange earnings and outflow are furnished under Schedule 5 Part a of Notes on Accounts.

PARTICULARS OF EMPLOYEES:

Statement pursuant to Sub-section 2A of Section 217 of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of this Report is given in Annexure 1.

AUDITORS:

M/s K. P. Joshi & Company, Chartered Accountants, Mumbai, who are the Statutory Auditors of the Company hold office upto the conclusion of the forthcoming Annual General Meeting. They have expressed their willingness to continue as Statutory Auditors for the Financial Year 2010-11 and accordingly, a resolution proposing their appointment is being submitted to the ensuing Annual General Meeting. The members are requested to consider their re-appointment for the current financial year 2010-11 and authorize the Board of Directors to fix their remuneration.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under Clause 32 of the Listing Agreement with the Stock Exchange, the Consolidated Financial Statements have been prepared in accordance with the requirements of Accounting Standard 21 Issued by the Institute of Chartered Accountants of India. The audited Consolidated Financial Statements form part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE REPORT:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report, the Report on Corporate Governance and the certificate from • the Auditor of the Company regarding compliance of conditions of Corporate Governance are annexed to this Report and forms part of this Annual Report.

With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has incorporated certain provisions in the Companies Bill, 2009. The Ministry had issued a set of voluntary guidelines in the second half of December, 2009 for adoption by the Companies. The Guidelines broadly provide for appointment of directors (including independent directors),guiding principles to remunerate directors, responsibilities of the Board, risk management, the enhanced role of Audit Committee, rotation of audit partners and firms and conduct of secretarial audit. Your Company while already complying by and large with these various requirements has already initiated appropriate action for compliance.

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thank all investors, business partners, clients, vendors, bankers and advisors for their continuous support during the year.

Your Directors also wish to place on record their appreciation for the dedication with which the employees at all levels performed their duties and for their cooperation and support during the year.

By order of the Board of Directors

Sd/- Sd/-

PLACE: Mumbai (Aniket Jathar) (Dilip C. Parekh)

DATE : July 20, 2010 Whole Time Director Director