: Hotel Chakra, Vidhi Hall, 2 Floor, P.R. House, Saki Naka, Andheri (E), Mumbai

Transcription

1

2 th 19 Annual General Meeting Date : August 27, 2010 Day : Friday Time : 9.00 a.m. Place nd : Hotel Chakra, Vidhi Hall, 2 Floor, P.R. House, Saki Naka, Andheri (E), Mumbai Book Closure Dates : August 24, 2010 to August 27, 2010 (both days inclusive) Contents Key Management Team... 2 Business Model....4 Directors' Report Report on Corporate Governance General Shareholder Information Management Discussion & Analysis Report Auditors' Report on Consolidated Financial Statements Consolidated Financial Statements Auditors' Report Balance Sheet Profit and Loss Account Schedules forming part of accounts Balance Sheet Abstract Cash Flow Statement Statement U/S Subsidiary Companies

3 KEY MANAGEMENT TEAM BOARD OF DIRECTORS Mr. G. S. Chandrashekar Chairman and Managing Director Dr. Uday Pai Director Mr. Dilip Parekh Director Mr. D.M. Shirodkar Director Mr. Aniket Jathar Director Technical & Whole Time Director Mrs. Amita Desai Director COMPANY SECRETARY Mr. Mitesh Galani 1/32, D.S. Nagar, Narsing Lane, Malad (West), Mumbai AUDITORS K. P. Joshi & Co. Chartered Accountants 607, Sharda Chambers, 15, New Marine Lines, Mumbai BANKERS United Bank of India Punjab National Bank The Saraswat Co-op. Bank Ltd. REGISTERED OFFICE C-409, Solaris 1, Opp. L & T Gate No. 6, Saki Vihar Road, Andheri (E), Mumbai Tel: / 42 Fax: investors@tutistech.com Website: REGISTRAR & TRANSFER AGENT Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai Tel: Fax:

4 AUDIT COMMITTEE Mr. Dilip Parekh - Chairman Dr. Uday Pai Mr. D. M. Shirodkar REMUNERATION COMMITTEE Mr. Dilip Parekh - Chairman Dr. Uday Pai Mr. D. M. Shirodkar SHAREHOLDERS / INVESTORS GRIEVANCE AND SHARE TRANSFER COMMITTEE Mr. Dilip Parekh - Chairman Mr. Aniket Jathar Dr. Uday Pai 3

5 BUSINESS MODEL Software & Hardware Products Software Development Software Solutions Software Consulting IT Services PRODUCTS Biometric Hardware Products (Exclusive India Partner with SecuGen Inc. of USA) Biometrics Software Products (both PC & Embedded based) Biometric Enterprise & Desk Top Log on Biometric Time & Attendance System DMS (Document Management System) SOLUTIONS Imaging Technology Biometric Software Solutions SERVICES IT Consultancy Services Software Development & Maintenance Data Digitization & Data Conversion Business Process Outsourcing Services (BPO services) Document Scanning, Indexing, Conversion & Data Extraction CAD/CAE Conversion, Design & Drafting Offshore facilities TARGET INDUSTRY Banking, Finance & Insurance Companies Healthcare Universities Publishers & Libraries United Nation Organizations & affiliated bodies Logistics & Courier Companies MNC's / Corporates Exporters / Importers ISPs / ITSP Software Houses & Integrators Local & Federal Government Bodies FACILITIES India :- Mumbai, Delhi, Chennai, Pune, Bangalore & Ahmedabad UK :- London U.A.E. :- Sharjah 4

6 DIRECTORS' REPORT To: The members of Tutis Technologies Limited Your 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: Particulars (Rs. in Lacs) Consolidated (Rs. in Lacs) (Rs. in Lacs) Standalone (Rs. in Lacs) Total Revenue Total Expenditure PBDT Interest Depreciation Profit before Tax (19.49) (19.41) Provision for Income Tax Deferred payment against tax Profit after Tax (21.25) (21.17) Add: - Balance brought forward from previous year Less: Misc. exp written off Less: Prior year adjustments Profit carried forward to Balance Sheet Equity Share Capital Reserves Shareholders fund Book value EPS DIVIDEND: In view of marginal profits generated by the company, the Board does not recommend any dividend for the year ended March 31,

7 OPERATIONS: As per the accounts, the total income for the year ended March 31, 2010 is Rs Lacs as against Rs 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. 6

8 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 company's 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 7

9 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. DIRECTORS' RESPONSIBILITY 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) (iii) (iv) 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. 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. 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. 8

10 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 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 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. 9

11 With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has incorporated certain provisions in the Companies Bill, 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 PLACE: Mumbai DATE : July 20, 2010 Sd/- (Aniket Jathar) Whole Time Director Sd/ (Dilip C. Parekh) Director 10

12 ANNEXURE 1 TO THE DIRECTORS' REPORT (A) Particulars required under Section 217(2A) of the Companies Act 1956 and the Companies (Particular of Employees) Rules1975 forming part of the Report for the year ended March 31, Sr. No Name Date of Birth Designation Remuneration Received including PF Contribution 1. Mr. G. S. Chandrashekar 2. Mr. Aniket Jathar Chairman & Managing Director Whole Time Director Qualification & Experience Date of Commence ment of Employment Details of previous Employment 36,00,000 /- B.Com., C.A Apte Group of Companies 36,00,000 /- B.Sc., PG Diploma in Software - Technology and Computing Techniques from NCSDCT Neo Computers Private Limited B) Part of the Year: Nil Notes: 1. Remuneration as shown above includes Salary, contribution to Provident Fund, and Perquisites. 2. Nature of employment is contractual. By order of the Board of Directors PLACE: Mumbai DATE : July 20, 2010 Sd/- (Aniket Jathar) Whole Time Director Sd/ (Dilip C. Parekh) Director 11

13 REPORT ON CORPORATE GOVERNANCE 1. Company's Philosophy on Code of Corporate Governance The Company continues to focus on good Corporate Governance, which aims to improve the Company's efficiency, effectiveness and social responsibility. The basic philosophy of Corporate Governance in the Company emphasizes on highest levels of transparency, accountability and equity in all respects of its operation. The Company believes that the governance process should ensure economic prosperity and long term value creation for the enterprise and its shareholders keeping in view the needs and interest of all its stakeholders. The Company also respects the right to information of its shareholders and other stakeholders relating to the performance of the company based on highest professional ethical and financial reporting standards. The Company has the full support of the Board for its Corporate Governance Practices. The Board of Directors plays a central role in implementing the Corporate Governance philosophy of the Company. The Board reviews all the information, details and transactions relating to significant business decisions, including strategic and regulatory matters and also monitors the effectiveness and transparency of the Managerial decisions. 2. Board of Directors a) Composition Board of Directors and other provisions: i) The Board of Directors as on March 31, 2010 comprised Six Directors with an Executive Chairman, out of them four are Non Executive Directors and three are Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock exchange. ii) iii) None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he/she is a Director. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/Memberships held by them in other companies as on March 31, 2010 are given below: 12

14 Name of Director Mr. G. S. Chandrashekar Mr. Aniket Jathar Dr. Uday Pai Mrs. Amita Desai Mr. Dilip Parekh Mr. D. M. Shirodkar Category (Executive/ Non- Executive/ Independent Executive (Promoter) Executive (Promoter) Non- Executive & Independent Non- Executive Non-Executive & Independent Non-Executive & Independent No. of Board Meetings Attended Attendance at on No. of Committee positions held in other Public Companies # 6 Present Absent 1 Nil 8 Absent Nil Nil 8 Absent Nil Nil 8 Present 2 Nil 4 Absent 1 2 iv) * Excludes alternate directorship and directorships in Indian Private Limited Companies, Foreign Companies, Companies under Section 25 of the Companies Act, # Excludes Committees other than Audit Committee and Shareholders' Grievance Committee. Eight Board Meetings were held during the financial year ended March 31, 2010 and the gap between the two meetings did not exceed four months. The dates on which the meetings are held are as follows: April 13, 2009; April 27, 2009; June 30, 2009; July 30, 2009; August 14, 2009; September 22, 2009; October 31, 2009; January 30, v) Agenda and Notes on Agenda are circulated to the Directors, in advance, in the defined Agenda format. All material information is incorporated in the Agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same is tabled before the meeting. vi) vii) The important decisions taken at the Board / Committee meetings are communicated to the departments/divisions concerned promptly. Action taken report on the decisions/minutes of the previous meeting(s) is placed at the immediately succeeding meeting of the Board / Committee for noting by the Board /Committee. All the independent Directors of the Company furnish declaration at the time of their appointment or re-appointment as also annually that they qualify the conditions of their being independent. All such declarations are placed before the Board. 13

15 viii) No Director is related to any other director on the Board in terms of definition of Relative given under the Companies Act, b) Code of Conduct The Board of Directors of the Company has laid a Code of Conduct for its Board members and senior management personnel. This Code is available on the Company's web site. All the Board members and senior management personnel have affirmed compliance with the said Code of Conduct for the financial year ended March 31, A declaration to this effect signed by Mr. G. S. Chandrashekar, Chairman and Managing Director, enclosed at the end of this Report forms a part of this Annual Report. 1.Board Committees The Board has constituted the following three Committees of Directors: I. Audit Committee II. Remuneration Committee III. Shareholders / Investors Grievance and Share Transfer Committee I. Audit Committee a) Composition of Audit Committee & Attendance at Meeting: The Audit Committee comprises of three Non Executive and Independent Directors. Four Audit Committee Meetings were held during the year on the following dates: June 30, 2009, July 30, 2009, October 31, 2009, and January 30, The composition and attendance of the members at the Audit Committee Meetings are as follows: Name No. of Audit Committee Meetings held No. of Audit Committee Meetings Attended Mr. Dilip Parekh Chairman 4 4 Dr. Uday Pai Independent Director 4 4 Mr. D.M. Shirodkar- Independent Director 4 2 Mr. Dilip Parekh, Chairman of the Audit Committee was present at the Last Annual General Meeting held on September 29, 2009 to answer the shareholders' queries. Mr. Mitesh Galani, Company Secretary acts as Secretary to the Committee. The minutes of the Audit Committee meetings form part of the documents placed before the meetings of the Board of Directors. In addition, the Chairman of the Audit Committee appraises the Board members about the significant discussions at Audit Committee meetings. 14

16 b) Terms of Reference: The Audit Committee of the Company is constituted in accordance with the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, The Terms of reference / powers of the Audit Committee are broadly as under: 1. To investigate any activity within its terms of reference; 2. To obtain professional advice from external sources; 3. To oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; 4. To recommend to the Board, the appointment, the re-appointment and if required, the replacement or removal of the statutory auditor and the fixation of audit fees; 5. To approve payment to statutory auditors for any other services rendered by the statutory auditors; 6. To review, with the management, the financial statements before submission to the board for approval; 7. To review with the management, performance of statutory and internal auditors, the adequacy of internal control; 8. To review the Company's risk management systems; 9. To review the adequacy of the internal audit function; 10. To have an independent back office support and other resources from the Company; 11. To review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process; 12. To have access to information contained in the records of the Company. II. Remuneration Committee a) Composition of Remuneration Committee & Attendance at Meeting: The Remuneration Committee comprises of three Non Executive and Independent Directors. There is no meeting of the Committee held during the financial year The composition and attendance of the members at the Remuneration Committee Meetings are as follows: - Name No. of Remuneration Committee Meetings Held No. of Remuneration Committee Meetings Attended Mr. Dilip Parekh Chairman NIL NIL Dr. Uday Pai Independent Director NIL NIL Mr. D.M. Shirodkar- Independent Director NIL NIL b) Terms of reference The Remuneration Committee of the Company reviews assesses and recommends the performance of managerial personnel on a periodical basis and review their remuneration package and recommends suitable revision to the Board. 15

17 c) Remuneration Policy Remuneration to the Managing Director & Whole Time Director is paid in accordance with the provisions of the Companies Act, 1956 and the same is governed by the Letter of Appointment issued to them by the Company, the terms and conditions of which was approved by the Board and the Shareholders. The remuneration structure comprises of salary, perquisites and allowances, contributions to provident fund and gratuity funds. The Committee recommends the remuneration payable to Managing Director and Whole Time Director or any Executive Directors based on their contribution to the growth and development of the Company, keeping in mind the remuneration package of the industry. d) Remuneration to Managing Director and Whole Time Director Pursuant to the respective terms and conditions approved by the members of the Company, Mr. G. S. Chandrashekar and Mr. Aniket Jathar were appointed as Chairman and Managing Director of the Company respectively w.e.f. October 1, 2006 for a period of five years i.e. till September 30, 2011 and have been paid remuneration as per terms of th their contracts of appointment approved by the members in 15 Annual General Meeting held on September 29,2006 and in accordance with the overall limits specified under Schedule XIII of the Companies Act,1956.The remuneration of Mr. G. S. Chandrashekar, Chairman & Managing Director and Mr. Aniket Jathar, Whole-time Director of the Company was revised by the Board of Directors of the Company in their Board Meeting and also was th ratified by the members in 18 Annual General Meeting held on September 29, The details of remuneration paid to Mr. G. S. Chandrashekar, Chairman & Managing Director and Mr. Aniket Jathar, Whole-time Director of the Company for the financial year are as follows: Name & Designation Mr. G. S. Chandrashekar Chairman and Managing Director Salary (Rs. per month) 2,75,000/- 25,000/- Perquisites and allowances (Rs. per month) Mr. Aniket Jathar Director Technical & Whole-time Director 2,75,000/- 25,000/- Compensation to Non-Executive Directors The Non-Executive Directors neither draw any remuneration nor any sitting fees or any commission from the Company. However, one of the Non-Executive Directors, Mrs. Amita Desai is the proprietor of M/s Amita Desai & Co., a firm of Practising Company Secretaries, Mumbai. The Company takes advice from the said firm relating to Company Law and has paid professional fees to the firm amounting to Rs. 6,00,000/- during the financial year Service Contract, Notice Period and severance fees Mr. G. S. Chandrashekar and Mr. Aniket Jathar were appointed as Chairman Cum Managing Director and Whole Time Director of the Company respectively w.e.f October 1, 2006 for a period of five years i.e till September 30, 2011 on such terms and on such th remuneration as per explanatory statement to the Notice convening the 15 Annual General Meeting, which was subsequently revised at the 18th Annual General Meeting. 16

18 Mr. G. S. Chandrashekar and Mr. Aniket Jathar is entitled to terminate the Agreement of their respective appointment by giving a prior notice of not less than three calendar months in writing to the Company. However the Company shall be entitled to terminate the employment of Mr. G. S. Chandrashekar and Mr. Aniket Jathar as Chairman Cum Managing Director and Whole Time Director of the Company respectively at any time by payment to them a severance fee of Rs.10 Crore to each namely Mr. G. S. Chandrashekar and Mr. Aniket Jathar. Stock Options Presently the Company does not have a scheme for grant of stock options either to the working directors or employees. No. of Equity Shares held by Non- Executive Directors Name Number of Equity Shares held as on March 31, 2010 Mr. Dilip Parekh 1,41,462 Dr. Uday Pai 2,22,500 Mrs. Amita Desai 1,13,575 Mr. D. M. Shirodkar 600 Total 4,78,137 Meeting No meeting of the Remuneration Committee was held during the financial year Mr. Dilip Parekh, Chairman of the Remuneration Committee was present at the last Annual General Meeting of the Company held on September 29, III. Shareholders' / Investors' Grievance and Share Transfer Committee: The Shareholders'/ Investors' Grievance and Share Transfer Committee comprising of total three Directors out of which two are Non-Executive & Independent Directors. No meetings of the Committee were held during the financial year The composition of the members at the Shareholders' / Investors' Grievance and Share Transfer Committee Meetings are as follows: - Name Mr. Dilip Parekh Mr. Aniket Jathar Dr. Uday Pai Designation Independent Director-Chairman of the Committee Whole Time Director Independent Director 17

19 Terms of reference An Investors Grievance Committee was formed to look into various issues relating to shareholders including redressal of complaints from the shareholders. 1. Transfer and transmission of shares 2. Issue of duplicate shares 3. Non Receipt of Dividend and Annual Report and other related matters M/s. Link Intime India Private Limited is the Registrar and Share Transfer Agent of the Company and the Committee oversees the performance of the Registrar and Share Transfer Agent and recommends measures for overall improvement in the quality of investors services. The Committee also advises on the matter enabling better investor services and relations. The Composition of the Shareholders/ Investors Grievance Committee and the details of Meeting attended by its members Name Mr. Dilip Parekh Category Independent Director- Chairman of the Committee Meeting No meeting of the Shareholders/ Investors Grievance Committee was held during the year Mr. Dilip Parekh, Chairman of the Shareholders/ Investors Grievance Committee was present at the last Annual General Meeting of the Company held on September 29, Name and designation of Compliance Officer: Mr. Dilip Parekh, Director of the Company. Status of complaints received for the year No. of Complaints received - NIL No. of Complaints resolved - NIL No. of Complaints pending - NIL No requests for the share transfer received during the year. Quorum Quorum for Board as well as Committee Meetings is one third or two directors/ members of committees, as the case may be, whichever is higher. Note on appointment or re-appointment of Directors: Number of Meeting during the year Particulars of Directors to be re-appointed at the ensuing Annual General Meeting is given under the heading Note No. II of the Notice convening the meeting. Held Mr. Aniket Jathar Whole time Director NIL NIL Dr. Uday Pai Independent Director NIL NIL 18 NIL Attended NIL

20 Selection of Independent Directors Considering the requirement of the skill-sets on the Board, eminent persons having an independent standing in their respective field/ profession and who can contribute to the Company's business and policy decisions are considered by the Company for appointment of the independent directors on the Board. What constitutes Independence of Directors? For a Director to be considered independent, the Board determine that the Director does not have any direct or indirect material pecuniary relationship with the Company. The Board has adopted policy and guidelines which are in line with applicable legal requirements. 4. Subsidiary Company 1. Clause 49 defines a Material Non Listed Indian Subsidiary as unlisted subsidiary, incorporated in India, whose turnovers or net worth (i.e paid up capital and free reserves) exceeds 20 percent of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year 2. Tutis Technologies Limited did not have a 'Material Non Listed Indian subsidiary' within the meaning of the above definition. 5. General Body Meetings: I. Details of Special Resolution passed in the previous three Annual General Meetings (AGMs) : The Details of the last three AGMs are given in table below: Year Venue Date & Time Special Resolution Passed 1.Appointment of Mr. Prashant Hotel Chakra, Vidhi Hall, 2 nd Floor, P.R House, Saki Naka, Andheri (E), Mumbai September 28, a.m. Mr. G. S Chandrashekar, Chairman & Managing Director of the Company under Section 314(1) as Manager - Fund Accounting in Basiz Fund Service Private Limited, Subsidiary of the Subsidiary of the Company Hotel Chakra, Vidhi Hall, 2 nd Floor, P.R House, Saki Naka, Andheri (E), Mumbai September 30, a.m. Nil Hotel Chakra, Vidhi Hall, 2 nd Floor, P.R House, Saki Naka, Andheri (E), Mumbai September 29, a.m. 1.Revision in term and remuneration of Mr. G. S. Chandrashekar as Chairman and Managing Director 2.Revision in term and remuneration of Mr. Aniket Jathar as Whole Time Director 19

21 All the resolutions were passed with requisite majority. II Postal Ballot: No Special Resolution was passed by Postal Ballot in the last Annual General Meeting. There is however a proposal to pass one Special Resolution requiring the approval of shareholders by way of Postal Ballot, results of which shall be declared at the ensuing Annual General Meeting. 6. Other Disclosures: a. Related Party Transaction There are no materially significant related party transactions i.e transactions, material in nature, with its promoters, directors, their relatives or the management, subsidiaries of the Company etc. having potential conflict with the interest of the Company at large. All material transactions during the financial year ended March 31, 2010 either with related parties or others were at arms length. b. Statutory Compliance, Penalties and strictures The company has complied with the mandatory requirements of the Stock Exchange, SEBI and other statutory authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to capital markets, during the last three years. c. Whistle Blower Policy Though the Company does not have a Whistle Blower Policy in place, the Company encourages the employees to freely express their views on various issues faced by them and the HR head follow up the same for necessary resolution of it. The Company also encourages the employees to report to the Company about unethical behavior, actual or suspected fraud or violation of the company's code of conduct. The employees have free access to the audit committee. d. Accounting Standard In preparation of the financial statements, the Company follows Accounting Standards issued by the Institute of Chartered Accountants of India. e. Prohibition of Insider Trading In compliance with the SEBI Regulation on prevention of Insider Trading, the Company has framed a code of conduct for Insider trading regulations, which is applicable to all directors and officers of the company who are expected to have access to unpublished price sensitive information relating to the Company. The Code Lays down guidelines which advises them on procedure to be followed and disclosures to be made, while dealing with the shares of the Company. f. Proceeds from Public Issue, Rights Issue and/or Preferential Issue During the financial year , the Company did not raise any proceeds through Public Issue, Rights Issue and/or Preferential Issue. 20

22 g. Report on Corporate Governance All the mandatory items of Clause 49 have been complied with and covered in this report. In respect of Non Mandatory requirements of Clause 49, the Company has complied with appointment of three Non Executive Directors as members of Remuneration Committee. The composition of this Committee has been detailed earlier in this report. Mr. Dilip Parekh, the Chairman of this Committee is an Independent Director. h. CEO/ CFO Certification: The CEO and CFO certification of the financial statements and the cash flow statements for the financial year ended March 31, 2010 issued to the Board of Directors is enclosed at the end of this Report and forms part of this Annual Report. i. Training of Board of Directors: Directors of the Company are well informed about the Company's vision, strategic direction, core values including ethics, corporate governance practices, financial matters and business operations. They are also provided with the necessary documents / brochures, reports and internal policies from time to time to familiarize them with the Company's procedures and practices. Periodic presentations are made at the Board and Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are circulated to the Directors. j. Meetings of Independent Directors The Independent Directors of the Company meet management of the Company as and when they deem appropriate without the presence of Executive Directors. These meetings are conducted in an informal manner to enable the Independent Director to discuss matters pertaining to the affairs of the Company 7. Means of Communications 1. The channel of communication includes the Annual Report covering the Directors Report, Report of Board of Directors on Corporate Governance, Management Discussion and Analysis Report and the Audited Financial Results. 2. The quarterly, half yearly results and annual financial results are sent to the Stock Exchange immediately after they have been taken on record by the Board. The same are published in newspapers in Marathi (Navshakti) and English (Free Press Journal). 3. The full version of the Annual Report, quarterly results and shareholding pattern of the Company were filed through the Electronic Data Information Filing and Retrieval System (EDIFAR) on the website maintained by the National Information Center (NIC) as stipulated by SEBI. 21

23 4. The Company has a website viz quarterly and annual financial results as well as shareholding Pattern and code of conduct of Board of Directors and senior management and Code of conduct for insider trading have been posted on the Company's website for the benefit of its shareholders. 5. Presentation, if made, to the Institutional Investors and analysts after the declaration of the quarterly, half yearly and annual results are also put up on the website for wider dissemination. 6. Whenever the Company issues any press release, it is sent to the Stock Exchange as well as posted on the company's website. 8. Management Discussion & Analysis Report The Management Discussion and Analysis Report is appended to and forms part of the Annual Report. 9. General Shareholder Information It is provided in the section styled as General Shareholder Information published in this Annual Report. 10. Auditors Certificate on Compliance of conditions of Corporate Governance Certificate from the Auditors in respect of compliance of clause 49 of Listing Agreement with the Bombay Stock Exchange regarding Corporate Governance is enclosed in this Annual Report. On behalf of the Board of Directors PLACE: Mumbai DATE : July 20, 2010 Sd/- (Aniket Jathar) Whole Time Director 22

24 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER IN TERMS OF CLAUSE 49 (V) OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGE 1) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; 2) These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations; 3) There are to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company's Code of Conduct; 4) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls, if any, of which we are aware and the steps that we have taken or proposed to take to rectify this deficiencies; 5) We have disclosed based on our most recent evaluation wherever applicable to the Company's Auditors and Audit Committee of the Company's Board of Directors that: a) there have been no significant changes in the internal control during this year; b) there have been no significant changes in the accounting policies during the year; c) there have been no instances of significant fraud of which we have become aware and the involvement therein, of the management or an employee having significant role in the Company's Internal control System. 6) We affirm that we have not denied any personnel, access to the Audit Committee of the Company (in respect of matters involving misconduct, if any); We further declare that all Board Members and Senior Management Personnel including us have affirmed Compliance with the Code of conduct, as applicable for the Financial Year ended March 31, For Tutis Technologies Limited PLACE: Mumbai DATE : May 31, 2010 We, G. S. Chandrashekar and Aniket Jathar, Chairman and Managing Director and Whole Time Director of the Company respectively, do hereby certify that for the financial year ending March 31, 2010 on the basis of the review of the financial statements and the cash flow statement and to the best of our knowledge and belief that:- Sd/- (G. S. Chandrashekar) Chairman and Managing Director 23 Sd/ (Aniket Jathar) Whole Time Director

25 K. P. JOSHI & CO. 607, Sharda Chambers, CHARTERED ACCOUNTANTS 15, New Marine Lines, Mumbai KISHOR P. JOSHI Phone: , B.COM.(HONS.), LL.B., F.C.A. Fax: AUDITORS' CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT To the Members of Tutis Technologies Limited We have examined the compliance of conditions of Corporate Governance by Tutis Technologies Limited for the year ended March 31, 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchange. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement. It is neither an audit nor an expression of opinion on the financial statements of the Company. On the basis of our review and according to the information and explanations given to us, in our opinion, we certify that the Company has complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For K. P. Joshi & Co. Chartered Accountant Membership No PLACE: Mumbai DATE : July 20, 2010 Sd/- K. P. Joshi Proprietor 24

26 General Shareholder Information: 1) DATE, TIME AND VENUE OF AGM : 2) FINANCIAL YEAR : April 1- March 31 3) DATE OF BOOK CLOSURE 4) DIVIDEND PAYMENT DATE : N.A. 5) LISTING ON STOCK EXCHANGE : Friday August 27, 2010 at 9.00 a.m. at Hotel Chakra, Vidhi Hall, 2 nd Floor, P. R. House, Saki Naka, Andheri (East), Mumbai August 24, 2010 to August 27, 2010 (both the days inclusive) : Bombay Stock Exchange Limited 6) STOCK CODE : TUTISTECH 7) ISIN NO. : INE953A ) STOCK PRICE DATA: (During ): Month Share Price Share Price BSE Index BSE Index HIGH LOW HIGH LOW April, May, June, July, August, September, October, November, December, January, February, March,

27 9) SHARE PERFORMANCE VIS-A-VIS BSE IT Month Share Price Share Price BSE BSE IT IT HIGH LOW HIGH LOW April, May, June, July, August, September, October, November, December, January, February, March, ) REGISTRAR & SHARE TRANSFER AGENT: Link Intime India Private Limited carries out share transfer registration, all demat related activities and other investor related activities. Address for communication: Shareholding related queries Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (W), Mumbai Tel : Fax : ) SHARE TRANSFER SYSTEM: Generally Share Transfer Request received in physical forms are registered within an average period of 15 days and dematerialization requests are normally confirmed within average 3 4 days. During the year, the Company has not received any share transfer request. 26

28 12) DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2010 Distribution of shares (slab wise) No. of Shares No. of shareholders Percentage of total No. of shareholders No. of Shares held Percentage to total share capital 1 to to 10, ,001to 20, ,001to 30, ,001to 40, ,001to 50, ,001to 1,00, ,00,001 and above Total ) SHAREHOLDING PATTERN AS ON MARCH 31, 2010 Category No. of shares held Percentage to shareholding (%) Foreign Companies NIL NIL Non Resident (Individual & Companies) Foreign Financial Institution NIL NIL Financial Institutions NIL NIL Mutual Fund NIL NIL Promoters Resident Individuals Nationalized Banks NIL NIL Other Bodies corporate In Transit Independent Directors Others NIL NIL Total

29 14) DEMATERIALISATION OF SHARES AND LIQUIDITY: The Company's shares are compulsorily traded in dematerialized form effective from th 24 July, 2000 and are available for trading on both the depositories in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Equity Shares of the Company representing 98.96% of the Company's share capital are dematerialised as on March 31, The Company's shares are regularly traded on the Bombay Stock Exchange Limited in electronic form. 15) OUTSTANDING GDRs, WARRANTS, CONVERTIBLE BONDS, ETC.: The Company has not issued any GDRs, ADRs Warrants or any convertible instruments. 16) ADDRESS FOR GENERAL CORRESPONDENCE : Mr. Dilip Parekh Compliance officer Tutis Technologies Limited C-409, Solaris 1, Opp. L & T Gate No.6, Saki Vihar Road, Andheri (East), Mumbai ) PHONE, FAX, E MAIL Phone : (022) / 42 Fax : (022) investors@tutistech.com Website : For and on behalf of the Board of Directors PLACE: Mumbai DATE : July 20, 2010 Sd/- (Aniket Jathar) Whole Time Director 28

30 Industry Overview: MANAGEMENT DISCUSSION AND ANALYSIS REPORT Indian IT industry had a steady growth in both in domestic and international market. Many software companies posted double digit growth despite economic slowdown in the western countries. Adoption of new liberal policies in India has given immense opportunities to its industries and the success story of India's Software Industry is an evidence of this fact. The Software Industry, which is a main component of the IT Industry, has contributed tremendously to the success of the emerging Indian economy. Increasing security concerns ranging from individual identity theft, corporate security, to even national security represents factors that are important to the biometrics market. Some countries have already rolled out biometric systems at airports and other ports of entry to check flow of illegal immigrants into their respective territories. On the technological front, non-contact systems could emerge as the answer to expel inhibitions exhibited by users. Development of industry-wide standards has been initiated by some industry groups, which would lead to lower costs and enable easier adoption of present and emerging technologies. Government initiatives could emerge as the key to biometrics growth. Opportunities & Threats: Tutis is a pioneer in Biometric technology especially in biometric finger print and we understand our clients need better than the others. Having 1200 clients is a vindication of our dedicated efforts to serve our clients better. Tutis is well recognized provider of biometric solutions and hence our strength lies in our offering solutions much faster than others at competitive costs There is great opportunity in the offing for the company in terms of end to end services which can be offered in capturing finger prints of individuals for maintaining and updating Government data bases. Adoption of multi-factor authentication will provide stronger security by collectively overcoming the limitations of individual technologies and contributing to the long-term growth of the biometrics market. Major threat will be competition from foreign players especially after the announcement of UID project by the government. To mitigate intensifying competition and ensure progress, smallscale companies should form strategic alliances with large companies to ensure growth in their business. Risks & Concerns: The economic slowdown had cast a shadow over the market, and the financial and consumer sectors felt its impact the most. In the government sector, projects were delayed. However, there were few cancellations. Government-backed projects typically have long sales cycles and can sometimes stretch over a year before completion, depending on the complexity of the project. Budgetary constraints and delayed testing have also contributed to long sales cycles. 29