Tutis Technologies Ltd Directors Report

To: The members of Tutis Technologies Limited

Your 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 year").

(Rs. in Lakhs)

DIVIDEND:

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.

OPERATIONS:

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 / Branchs final accounts with head office

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 products.

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.

FUTURE PROSPECTS:

Tutis has received STQC Certificate for SecuGen Hamster IV. There are great opportunities for participate in several governments UID Authentication Projects and Company is very confident of achieving a very good growth in terms and profitability.

DIRECTORS:

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, 2011.

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.

SUBSIDIARY COMPANIES:

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 Companys 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 Companys 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 companys 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.

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 31st March, 2012, 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 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.

Technologies Absorption

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.

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. 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.

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