To The members of Tutis Technologies Limited
The Board of Directors (the Board) have pleasure in presenting
the Twenty First Annual Report along with the Audited Accounts for the
year ended on 31st March'' 2012 (the year under review'' the
(Rs. in Lakhs)
Particulars 31.03.2012 31.03.2011 31.03.2012 31.03.2011
Total Revenue 1680.96 2761.32 1788.99 1217.64
Total Expenditure 5539.16 2173.88 5142.71 945.62
PBDT (3858.20) 587.44 (3353.72) 272.02
Interest 132.15 122.99 132.15 122.93
Depreciation 47.91 54.30 47.51 46.31
Profit before Tax (4038.26) 410.16 (3533.38) 102.78
Provision for Income Tax 0.00 20.96 0.00 20.96
Deferred payment against tax 0.00 0.00 0.00 0.00
Profit after Tax (4038.26) 389.19 (3533.38) 81.82
Add: - Balance brought 0.00 0.00 0.00 943.94
forward from previous year
Less: Misc. exp written off 0.00 0.00 0.00 0.00
Less: Prior year adjustments 0.17 16.09 0.17 16.09
Baoan ccaSheetorward to (4038.43) 373.10 (3533.55) 1009.67
Equity Share Capital 1925.82 1767.65 1674.70 1674.70
Reserves (1119.44) 2889.25 (889.29) 2644.28
Shareholders fund 806.38 4656.90 785.41 4318.97
Book value 4.19 26.35 4.69 25.97
EPS (21.10) 0.61 (21.10) 0.39
In view of losses incurred by the Company during the year under review
your Board of Directors does not recommend any dividend for the year
ended 31st March'' 2012.
As per the Accounts'' the total income for the year ended 31st March''
2012 is Rs.1788.99 Lakhs as against Rs. 1217.64 Lakhs for the year
ended 31st March'' 2011 registering a increase of about 46.92 %.
The Company made losses and these losses are mainly on account of large
fixed expenses including interest coupled with reduced sales.
Extension of Annual General Meeting :
The Board of Directors extended the date of Annual General Meeting
which was due on or before 29th September 2012 to 31st December 2012''
due to non-receipt of the Subsidiaries / Branch''s final accounts with
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 (TA) and Access Management
segments. Currently your company concentrates on Finger Print Biometric
Your company has reasonably done well in TA and Access Management
products and solutions in India. It continues to acquire new clients in
the Indian fingerprint biometric products. Tutis Time Attendance
solutions have penetrated the Indian market right from small enterprise
to very large organizations.
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.
Your Company has received Standardisation'' Testing & Quality
Certification Directorate (STQC) Certificate for SecuGen Hamster IV
from Government of India'' Ministry of Communication and IT Department
of Electronics and Information Technology.
Tutis has received STQC Certificate for SecuGen Hamster IV. There are
great opportunities for participate in several government''s UID
Authentication Projects and Company is very confident of achieving a
very good growth in terms and profitability.
During the year'' Mr. Rupesh Vishwanathan had been appointed as Managing
Director. Mr. Aniket Jathar has been re-appointed as Whole Time
Director with effect from 1st October'' 2011 for a period of three
years. Whereas on the expiration of terms of Mr. G. S. Chandrashekar as
Chairman and Managing Director (CMD) on 30th September'' 2011'' he has
shown his unwillingness to continue as CMD'' but agrees to continue as
Non Executive Chairman of the Company with effect from 1st October''
During the year'' Mrs. Amita Desai and Mr. Rupesh Vishwanthan resigned
from Directorship of the Company with effect from 30th September'' 2011
and 1st January'' 2012 respectively.
Mr. D. M. Shirodkar'' Director of the Company'' retire by rotation and
being eligible'' has offered himself for re-appointment at the ensuing
Annual General Meeting (AGM).
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.
In view of global slowdown and adverse market conditions the Board of
Directors of your Company decided to pull shutters of its two wholly
owned foreign subsidiaries viz; Global Software Technologies Limited''
UK and Tutis FZE'' UAE w.e.f. close of business hours as on 31.03.2012.
The Company''s erstwhile subsidiary viz; Amex Information Technologies
GmbH had been closed earlier.
During the Financial year 2011-12 shares held by the company in Tutis
Innovative E-solutions Pvt Ltd. (TIEPL) has been transferred to Eclats
Technologies India Pvt. Ltd. The shares are found to have final
destination to Mr. G. S. Chandrashekar (Non Executive Director) and Mr.
Rupesh Vishwanathan (Managing Director) and Mr. Prashant Chandrashekar''
son of Mr. G. S. Chandrashekar. Such transfer of shares effected are
under investigation by the Board of Directors. However TIESPL has
ceased to be subsidiary with effect from 15.11.2011.
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 31st 2012 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 be also be available for inspection'' as above'' at the
head offices/ registered offices of the respective 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
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 31st March'' 2012'' the applicable accounting standards have
been followed along with proper explanation relating to material
(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
(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 take interest in research and development
activities. The Company has successfully developed certain solutions to
be integrated with biometric products. The Company is actively
considering applying for Trade Marks for the same.
Your Company continues to use the latest technologies for improving the
productivity and quality of its services and products.
Foreign exchange earnings and outgo
Full details of Foreign Exchange earnings and outflow are furnished
from notes 27 to 38 is part 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.
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. They have
expressed their willingness to continue as Statutory Auditors for the
Financial Year 2012-13 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 2012-13 and authorize the
Board of Directors to fix their remuneration.
CONSOLIDATED FINANCIAL STATEMENTS:
As required under the Listing Agreement with the Stock Exchange'' a
Consolidated Financial Statement of the Company 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 and subsidiaries.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE
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.
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
(Aniket Jathar) (Dilip C. Parekh)
Whole Time Director Director
DATE: 15th'' December 2012.