th Annual General Meeting - Moneycontrol.com in other applications like RSBY, NREGA, Insurance, crime identification, prevention of fraudulent transactions especially in e-commerce

th19 Annual General Meeting

Date : August 27, 2010Day : FridayTime : 9.00 a.m.

ndPlace : Hotel Chakra, Vidhi Hall, 2 Floor, P.R. House, Saki Naka, Andheri (E), Mumbai- 400 072.

Book Closure Dates : August 24, 2010 to August 27, 2010 (both days inclusive)

Contents

Key Management Team……………………………………………….........................…………2

Business Model…………………………………………………..........................……………….4

Directors' Report………………………………………………………...........................………..5

Report on Corporate Governance…………………………………….....................………….12

General Shareholder Information……………………………………......................………….25

Management Discussion & Analysis Report….…………………….....................………….. 29

Auditors' Report on Consolidated Financial Statements…………....................…………….33

Consolidated Financial Statements……………….………………….....................…………..35

Auditors' Report …………………………………………………………………........…………..50

Balance Sheet……………………………………………………………………......…………...54

Profit and Loss Account………………………………………………………......……………...56

Schedules forming part of accounts…………………………………………...………………..58

Balance Sheet Abstract ………………………………………………………….....……………67

Cash Flow Statement……………………………………………………………......……………69

Statement U/S 212……………………………………………………………......………………71

Subsidiary Companies…………………………………………………………….......………….73

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KEY MANAGEMENT TEAM

BOARD OF DIRECTORS

Mr. G. S. Chandrashekar Mr. Aniket JatharChairman and Managing Director Director – Technical & Whole Time DirectorDr. Uday Pai Mrs. Amita DesaiDirector DirectorMr. Dilip ParekhDirectorMr. D.M. Shirodkar Director COMPANY SECRETARY

Mr. Mitesh Galani1/32, D.S. Nagar,Narsing Lane,Malad (West), Mumbai - 400064

AUDITORS

K. P. Joshi & Co.Chartered Accountants607, Sharda Chambers,15, New Marine Lines,Mumbai - 400 020

BANKERS

United Bank of IndiaPunjab 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 - 400 072Tel: +91-22- 2857 8240/ 42 Fax: +91-22-2857 8239E-Mail: [email protected]: www.tutistech.com

REGISTRAR & TRANSFER AGENT

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L. B. S. Marg, Bhandup (W), Mumbai - 400 078.Tel: +91-22-2596 3838 Fax: +91-22-2594 6969

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AUDIT COMMITTEE

Mr. Dilip Parekh - ChairmanDr. Uday PaiMr. D. M. Shirodkar

REMUNERATION COMMITTEE

Mr. Dilip Parekh - ChairmanDr. Uday PaiMr. D. M. Shirodkar

SHAREHOLDERS / INVESTORS GRIEVANCE AND SHARE TRANSFER COMMITTEE

Mr. Dilip Parekh - ChairmanMr. Aniket JatharDr. Uday Pai

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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 onBiometric Time & Attendance SystemDMS (Document Management System)

SOLUTIONS

Imaging TechnologyBiometric Software Solutions

SERVICES

IT Consultancy ServicesSoftware Development & MaintenanceData Digitization & Data ConversionBusiness Process Outsourcing Services (BPO services)Document Scanning, Indexing, Conversion & Data ExtractionCAD/CAE Conversion, Design & DraftingOffshore facilities

TARGET INDUSTRY

Banking, Finance & Insurance CompaniesHealthcareUniversitiesPublishers & LibrariesUnited Nation Organizations & affiliated bodiesLogistics & Courier CompaniesMNC's / CorporatesExporters / ImportersISPs / ITSPSoftware Houses & IntegratorsLocal & Federal Government Bodies

FACILITIES

India :- Mumbai, Delhi, Chennai, Pune, Bangalore & AhmedabadUK :- LondonU.A.E. :- Sharjah

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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:

Consolidated Standalone

Particulars 31.03.2010

(Rs. in Lacs) 31.03.2009

(Rs. in Lacs) 31.03.2010

(Rs. in Lacs) 31.03.2009

(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 from previous year

852.43 873.69 852.51 873.68

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 Balance Sheet

916.22 852.43 943.93 852.51

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.

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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.

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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

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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) 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.

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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.

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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.

PLACE: MumbaiDATE : July 20, 2010

By order of the Board of Directors

Sd/-(Aniket Jathar)

Whole Time Director

Sd/(Dilip C. Parekh)

Director

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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, 2010.

B) Part of the Year: NilNotes:1. Remuneration as shown above includes Salary, contribution to Provident Fund, and

Perquisites. 2. Nature of employment is contractual.

Sr.No

Name Date of Birth Designation Remuneration Received

including PF Contribution

Qualification & Experience

Date of Commence

ment of Employment

Details of previous

Employment

1.

Mr. G. S. Chandrashekar

02.11.1952 Chairman & Managing Director

36,00,000 /- B.Com., C.A. 16.08.1995 Apte Group of Companies

2. Mr. Aniket Jathar

14.06.1963 Whole Time Director

36,00,000 /- B.Sc., PG Diploma in Software - Technology and Computing Techniques from NCSDCT

10.07.1998 Neo Computers Private Limited



Sd/-(Aniket Jathar)

Whole Time Director


Director

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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) 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.

iii) 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:

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* Excludes alternate directorship and directorships in Indian Private Limited Companies, Foreign Companies, Companies under Section 25 of the Companies Act, 1956.

# Excludes Committees other than Audit Committee and Shareholders' Grievance Committee.

iv) 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, 2010.

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) 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.

vii) 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 .

Name of Director

Category

(Executive/ Non-Executive/ Independent

No. of Board Meetings Attended

Attendance at

on 29.09.09

No. of Committee positions held in other Public Companies #

Mr. G. S. Chandrashekar

Executive (Promoter)

6 Present 4 1

Mr. Aniket Jathar Executive (Promoter)

8 Absent 1 Nil

Dr. Uday Pai Non- Executive & Independent

8 Absent Nil Nil

Mrs. Amita Desai Non- Executive

8 Absent Nil Nil

Mr. Dilip Parekh Non-Executive & Independent

8 Present 2 Nil

Mr. D. M. Shirodkar

Non-Executive & Independent

4 Absent 1 2

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viii) No Director is related to any other director on the Board in terms of definition of “Relative” given under the Companies Act, 1956.

b) Code of ConductThe 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, 2010. 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 CommitteeII. Remuneration CommitteeIII. 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, 2010.

The composition and attendance of the members at the Audit Committee Meetings are as follows:

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.

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

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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, 1956. 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 2009-10. The composition and attendance of the members at the Remuneration Committee Meetings are as follows: -

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.

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

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c) Remuneration PolicyRemuneration 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 DirectorPursuant 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

ththeir 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

thratified by the members in 18 Annual General Meeting held on September 29, 2009.

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 2009-10 are as follows:

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 2009-10.

Service Contract, Notice Period and severance feesMr. 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

thremuneration as per explanatory statement to the Notice convening the 15 Annual General Meeting, which was subsequently revised at the 18th Annual General Meeting.

Name & Designation Salary (Rs. per month)

Perquisites and allowances (Rs. per month)

Mr. G. S. Chandrashekar Chairman and Managing Director

2,75,000/- 25,000/-

Mr. Aniket Jathar Director Technical & Whole-time Director

2,75,000/- 25,000/-

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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

Meeting No meeting of the Remuneration Committee was held during the financial year 2009-10. Mr. Dilip Parekh, Chairman of the Remuneration Committee was present at the last Annual General Meeting of the Company held on September 29, 2009.

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 2009-10. The composition of the members at the Shareholders' / Investors' Grievance and Share Transfer Committee Meetings are as follows: -

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

Name Designation

Mr. Dilip Parekh Independent Director-Chairman of the Committee

Mr. Aniket Jathar Whole Time Director

Dr. Uday Pai Independent Director

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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

Meeting No meeting of the Shareholders/ Investors Grievance Committee was held during the year 2009-10.

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, 2009.

Name and designation of Compliance Officer: Mr. Dilip Parekh, Director of the Company.

Status of complaints received for the year 2009-10No. of Complaints received - NILNo. of Complaints resolved - NILNo. of Complaints pending - NILNo 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:

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.

Name Category Number of Meeting during the year 2009- 2010

Held Attended

Mr. Dilip Parekh Independent Director-Chairman of the Committee

NIL NIL

Mr. Aniket Jathar Whole time Director NIL NIL

Dr. Uday Pai Independent Director NIL NIL

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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

2006-07

Hotel Chakra, Vidhi Hall, 2nd Floor, P.R House, Saki Naka, Andheri (E), Mumbai- 400072

September 28, 2007

9.00 a.m.

1.Appointment of Mr. Prashant

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.

2007-08

Hotel Chakra, Vidhi Hall, 2nd

Floor, P.R House, Saki Naka, Andheri (E), Mumbai- 400072

September 30, 2008

9.00 a.m.

Nil

2008-09

Hotel Chakra, Vidhi Hall, 2nd

Floor, P.R House, Saki Naka, Andheri (E), Mumbai- 400072

September 29, 2009

9.00 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

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 IssueDuring the financial year 2009-10, the Company did not raise any proceeds through Public Issue, Rights Issue and/or Preferential Issue.

.

20

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 Communications1. 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

4. The Company has a website viz www.tutistech.com.The 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 aswell as posted on the company's website.

8. Management Discussion & Analysis ReportThe Management Discussion and Analysis Report is appended to and forms part of the Annual Report.

9. General Shareholder InformationIt is provided in the section styled as “General Shareholder Information” published in this Annual Report.

10. Auditors Certificate on Compliance of conditions of Corporate GovernanceCertificate 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

Sd/-(Aniket Jathar)

Whole Time Director

22

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER IN TERMS OF CLAUSE 49 (V) OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGE

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:-

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 2009-10 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, 2010.

For Tutis Technologies Limited

PLACE: MumbaiDATE : May 31, 2010

Sd/-(G. S. Chandrashekar)

Chairman and Managing Director

Sd/(Aniket Jathar)

Whole Time Director

23

K. P. JOSHI & CO. 607, Sharda Chambers,CHARTERED ACCOUNTANTS 15, New Marine Lines, Mumbai – 400 020.KISHOR P. JOSHI Phone: 2200 8618, 2200 3499B.COM.(HONS.), LL.B., F.C.A. Fax: 2200 8889 Email: [email protected]

_________________________________________________________________________

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. 034760

Sd/-K. P. JoshiProprietor

24

General Shareholder Information:

8) STOCK PRICE DATA: (During 2009-10):

1) DATE, TIME AND VENUE OF AGM

:Friday August 27 , 2010 at 9.00 a.m. at Hotel Chakra, Vidhi Hall, 2nd Floor, P. R. House, Saki Naka, Andheri (East), Mumbai-400 072.

2) FINANCIAL YEAR : April 1- March 31

3) DATE OF BOOK CLOSURE

:

August 24 , 2010 to

August 27 , 2010

(both the days inclusive)

4) DIVIDEND PAYMENT DATE : N.A.

5) LISTING ON STOCK EXCHANGE

: Bombay Stock Exchange Limited

6) STOCK CODE : 532311 TUTISTECH

7) ISIN NO. : INE953A01012

Month Share Price Share Price BSE Index BSE Index

HIGH LOW HIGH LOW

April, 2009 22.20 15.05 11492.10 9546.29

May, 2009 27.90 18.30 14930.54 11621.30

June, 2009 26.75 18.05 15600.30 14016.95

July, 2009 24.45 18.15 15732.81 13219.99

August, 2009 24.40 19.95 16002.46 14684.45

September, 2009 23.30 19.05 17142.52 15356.72

October, 2009 20.80 15.35 17493.17 15805.20

November, 2009 19.80 16.50 17290.48 15330.56

December, 2009 18.30 14.30 17530.94 16577.78

January, 2010 20.15 14.80 17790.33 15982.08

February, 2010 25.00 19.75 16669.25 15651.99

March, 2010 28.45 23.65 17793.01 16438.45

25

9) SHARE PERFORMANCE VIS-A-VIS BSE IT

10) 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 - 400 078 Tel : 91 -22- 2596 3838 Fax : 91-22- 2594 6969

11) 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.

Month Share Price Share Price BSE

IT

BSE

IT

HIGH LOW HIGH LOW

April, 2009 22.20 15.05 2672.37 2256.56

May, 2009 27.90 18.30 3192.65 2678.52

June, 2009 26.75 18.05 3456.86 3009.39

July, 2009 24.45 18.15 3979.25 3111.88

August, 2009 24.40 19.95 4316.46 3796.15

September, 2009 23.30 19.05 4653.75 4150.38

October, 2009 20.80 15.35 4650.33 4264.75

November, 2009 19.80 16.50 4914.17 4259.76

December, 2009 18.30 14.30 5201.42 4727.16

January, 2010 20.15 14.80 5442.90 4836.61

February, 2010 25.00 19.75 5232.73 4758.86

March, 2010 28.45 23.65 5575.59 5198.78

26

12) DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2010

13) SHAREHOLDING PATTERN 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 5000 6031 76.09 1232709 7.36

5001 to 10,000 908 11.46 815007 4.87

10,001to 20,000 421 5.31 689725 4.12

20,001to 30,000 154 1.94 417999 2.50

30,001to 40,000 67 0.85 246610 1.47

40,001to 50,000 102 1.29 495397 2.96

50,001to 1,00,000 91 1.15 706972 4.22

1,00,001 and above 152 1.92 12142656 72.51

Total 7926 100.00 16746975 100.00

Category No. of shares held Percentage to

shareholding (%)

Foreign Companies NIL NIL

Non Resident (Individual & Companies) 1377922 8.23

Foreign Financial Institution NIL NIL

Financial Institutions NIL NIL

Mutual Fund NIL NIL

Promoters 2198228 13.13

Resident Individuals 8978178 53.61

Nationalized Banks NIL NIL

Other Bodies corporate 3651318 21.80

In Transit 89250 0.53

Independent Directors 452079 2.70

Others NIL NIL

Total 16746975 100

27

14) DEMATERIALISATION OF SHARES AND LIQUIDITY:

The Company's shares are compulsorily traded in dematerialized form effective from th24 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, 2010.

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 ParekhCompliance officerTutis Technologies Limited

C-409, Solaris 1, Opp. L & T Gate No.6, Saki Vihar Road, Andheri (East), Mumbai- 400 072

17) PHONE, FAX, E MAIL Phone : (022) 2857 8240 / 42 Fax : (022) 2857 8239 Email : [email protected]

Website : www.tutistech.com

For and on behalf of the Board of Directors

Sd/-(Aniket Jathar)

Whole Time DirectorPLACE: MumbaiDATE : July 20, 2010

28

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Overview:

Indian IT industry had a steady growth in 2009-10 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, small-scale 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

Privacy constraints have remained roadblocks for market participants. Vendors must effectively identify and address privacy concerns in the public and private sectors prior to the implementation of this technology.

Though the Company is a responsible employer which believes in giving an equal opportunity to all its employees, there is always a possibility of our employees moving out of the Company in search of new opportunities after getting a training from the Company due to the foray of many Companies in this sector. This is harmful to the Company form the several perspectives including increased cost of training, increase expenditure relating to recruitment of new employees etc.

Though good communication infrastructure is considered vital for the continued growth of the industry, the data communication infrastructure in India is expensive and in limited supply, which is a cause for concern.

Segment-wise performance:

The company comes under one segment of providing IT Services and Solutions

Future Outlook:

Please see the discussion on operations in the Directors' Report.

Internal Control Systems and their adequacy:

The Company has in place adequate system of internal control commensurate with its size and nature of its operations. The Company has budgetary control system to monitor all expenditure against approved budgets on an ongoing basis. The Company's accounting process is based on uniform accounting guidelines that sets out accounting policies and significant processes.

The Company has well established policy towards maintaining the highest standard of health, safety and environmental norms while maintaining operational integrity.

The Company has an internal audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements . It is also responsible for assessing and improving the effectiveness of Risk management, Control and Governance process.

The Company has an Audit Committee, the details of which have been provided in Corporate Governance Report. The Committee considers and takes appropriate action on the recommendation made by the Statutory Auditors and keep the Board of Directors informed of its major observations from time to time.

Financial Position:

Share Capital:

As at the end of March, 2010, the Company's Issued and Paid-up Share Capital stood at Rs. 16,74,69,750/- Previous year Rs. 16,74,69,750/-). There is no ESOP plan offered to the employees and accordingly there are no shares allotted under ESOP Scheme.

(

30

Reserves and Surplus:

The Reserve and Surplus of the Company as at March 31, 2010 amounted to Rs. 25,78,55,084/- as against Rs. 24,87,12,839/-as at March 31, 2009.

Fixed Assets:

During the year under report, the Company has made the following additions to its Fixed Assets:Computers HW & SW Rs. 12,41,175.00 Motor Car Rs. 6,40,431.00 Office equipments. Rs. 5,65,241.00 Furniture & fixtures Rs. 15,93,773.00 Airconditioners Rs. 32,500.00Electrical equipments Rs. 1,08,407.00

There was no sale of Fixed Assets during the financial year.

The company has credit limits with various banks to take care of regular working capital expenses. Since company is a net earner in foreign exchange & so it is vulnerable to foreign exchange appreciation/depreciation. Company does not speculate on foreign currency exchange rates.

Financial Highlights:

Operating Expenses:

Operating expenditure for the year ended March 31, 2010 has decreased by 3.62 % over the same period last year. The drecrease in expenditure is primarily on account of reduction in the scale of operations.

EBIDT:

The EBIDT was at 77.23 % for the year ended March 31, 2010 as compared to 86.61% for the same period last year.

Profit After Tax:

The Company had incurred a profit of Rs. 91.42 lacs for the year ended March 31, 2010 as compared to a loss of Rs. 21.17 lacs for the same period last year.

Human Resources:

Development of human resources is the key to progress. In IT industry, good human resources policy ensures a sure success to growth & profitability. Tutis follows open door policy and employees have access to anyone in the senior management team including CMD to voice their opinions.

31

During the year, the Company had made substantial addition to human resources. The total number of employees as on March 31, 2010 was 68 ( 64 as on March 31,2009 )

Cautionary Statement:

Statements in this “Management Discussion and Analysis Report” describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operation include changes in government regulations, rupee appreciation, non availability of working capital, tax regimes, economic developments in India and the countries in which the Company conducts business and other incidental factors

For and on behalf of the Board of Directors

Sd/-

(Aniket Jathar)Whole Time Director


32

Auditors' Report

Auditors' Report to the Board of Directors of Tutis Technologies Limited on the

Consolidated Financial statements of Tutis Technologies Limited and its subsidiaries.

We have audited the attached consolidated Balance Sheet of Tutis Technologies Limited and stits subsidiaries as at 31 March 2010, the Consolidated Profit and Loss Account for the year

ended and the consolidated cash flow statement for the year ended .

These financial statements are the responsibility of Tutis Technologies Limited management.

Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in India.

These Standards require that we plan and perform the audit to obtain reasonable assurance

whether the financial statements are prepared, in all material respects, in accordance with an

identified financial reporting framework and are free of material misstatements. An audit

includes, examining on a test basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the accounting principles used and

significant estimates made by management, as well as evaluating the overall financial

statements. We believe that our audit provides a reasonable basis for our opinion.

We did not audit the financial statements of one of the subsidiary, whose financial statements

have been furnished to us, and in our opinion, so far as it relates to the amount included in

respect of the subsidiary, is based solely on the report of the auditors of the subsidiary.

We report that the consolidated financial statements have been prepared by the Company in

accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial

Statements, issued by the Institute of Chartered Accountants of India and on the basis of the

separate audited financial statements of Tutis Technologies Limited and its subsidiaries

included in the consolidated financial statements.

On the basis of the information and explanations given to us and read with the accounting

policies and notes to consolidated financial statements and on the consolidated of the

separate audit report on individual audited financialstatements of Tutis Technologies Limited and its aforesaid, we are of the opinion that:

a) the Consolidated Balance Sheet gives a true and fair view of the Consolidated state stof affairs of Tutis Technologies Limited and its subsidiaries as at 31 March, 2010.

b) the Consolidated Profit and Loss Accounts gives a true and fair view of the

consolidated results of operations of Tutis Technologies Limited and its

subsidiaries for the year ended and

33

c) the Consolidated Cash Flow statement gives a true and fair view of the

consolidated cash flows of Tutis Technologies Limited and its subsidiaries for the

year then ended.

For K.P. Joshi & Co., Chartered Accountants

Sd/- K.P. JoshiProprietorMembership No : 034760

Place : MumbaiDate : May 31, 2010

34

As at

31-Mar-09

(In Rupees) (In Rupees)

SOURCES OF FUNDS

SHAREHOLDERS' FUNDS

Share Capital 1 167469750 167469750

Reserves & Surplus 2 255071847 248704354

422541597 416174104

Share Application Money 245000 0

LOAN FUNDS

Secured Loans 3 105901709 53692172

Deferred Tax Liability 0 916886

TOTAL 528688306 470783162

APPLICATION OF FUNDS

FIXED ASSETS 4

Gross Block 130955787 126539731

Less: Depreciation 81018635 49937152 67474361 59065370

Investments 5 168202834 168247042

Current Assets, Loans & Advances 6

Cash and Bank Balances 2835349 9861797

Inventories 3777611 1683200

Sundry Debtors 165994625 181488893

Loans & Advances 149190693 76766609

321798278 269800499

Less: Current Liabilities and Provisions 7

Current Liabilities

Creditors 22631277 22429296

Expenses/Charges payable 758355 2649832

Provisions 891124 14146224

24280756 39225352

Net Current Assets 297517522 230575147

Miscellaneous expenditure 8 13030798 12895605

TOTAL 528688306 470783162

TUTIS TECHNOLOGIES LIMITED

CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2010

35

Notes forming part of Accounts 12

The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet

As per our report attachedFor K. P. Joshi & Co.,Chartered Accountants For and on behalf of the Board

Sd/- Sd/-Sd/- G. S. Chandrashekar Dilip C. ParekhK. P. Joshi Chairman & Managing Director DirectorProprietorMembership No. : 034760Place : MumbaiDate : May 31, 2010

36


for the year ended on

31-Mar-09


INCOME

Software Development , Sale of Biometric

Solutions & Data Conversions 9 108305122 139260209

Other Income 40889594 65066

TOTAL INCOME 149194716 139325275

EXPENDITURE

Software development & Sale of Biometric 10 94727168 97856811

solutions

Administrtaive & other expenses 11 34824503 30765276

Depreciation 13264216 12653098

142815887 141275185

Profit Before Tax 6378829 -1949910

Provision for taxation 0 0

Fringe Benefit Tax 0 125634

Deferred payment against taxes 0 50128

Profit after tax 6378829 -2125672

Add: Balance brought forward from previous year 85243310 87368982

Amount available for Appropriations 91622139 85243310

BALANCE CARRIED TO BALANCE SHEET 91622139 85243310

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED MARCH 31, 2010

37





38

As at

1 SHARE CAPITAL 31-03-2009

(Rupees) (Rupees)

Authorised

1,80,00,000 Equity Shares of Rs. 10/- each 180000000 180000000

(Pr.yr. 180,00,000 equity shares of Rs. 10/- each)

180000000 180000000

Issued, Subscribed & Paid-up:

1,67,46,975 Equity Shares of Rs. 10 each fully paid up 167469750 167469750

(Pr. Yr. 1,67,46,975 equity shares of Rs. 10/- each) 167469750 167469750

2 RESERVES & SURPLUS

General Reserve:

As per last Balance Sheet 21936294 21936294

Add: Transferred from Profit & Loss Account 0 0

21936294 21936294

Share Premium Account

As per last Balance Sheet 141524750 141524750

Add: Received during the year 0 0

141524750 141524750

Profit & Loss Account 91610803 85243310

254071847 248704354

3 SECURED LOANS

Cash credit facility from a Scheduled Bank 39255833 38774235

(Secured against hypothecation of Book Debts Cum Stocks)

Term Loan from a Scheduled Bank 6487109 13523998

(Secured against hypothecation of Office premises & Fixed assets)

Term Loan from a Scheduled Bank 1158767 1393939

(Secured against hypothecation of Vehicles)

Loan from a State finacial instutitions 59000000 0

(Secured against pledge of financial assets)

105901709 53692172


39

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40

As at

31-03-2009

(Rupees) (Rupees)

5 INVESTMENTS AT COST

Trade- Quoted :

NIL Equity Shares of Kailash Ficom Ltd (Previous year 8,20,216 shares) 0 39360878

NIL Equity Shares of Reliance Petroleum Ltd (Previous year 10,000 shares) 0 2264070

NIL Equity Shares of Ispat Industries Ltd (Previous year 10,000 shares) 0 840628

NIL Equity shares of Ballarpur Industries Ltd (Previous year 57,000 shares) 0 1608569

NIL Equity Shares of Balrampur Chini Mills Ltd (Previous year 30,000 shares) 0 1817695

672,60,930 Equity Shares of Rs. 1/- each fully paid up of Vishal

Information Technologies Limited (Previous year 457,90,620 shares) 148049053 114739968

584 Equity Shares of United Bank of India Ltd ( Previous year NIL) 38544 0

Trade- Unquoted:90,000 Equity Shares of GBP 1 Each partly paid up

of MediaIT Limited 7560000 7560000

5124 Units of Rs. 10.78/- each of 55237 55237

Prudential ICICI Balance Fund

12,50,000 Equity Shares of Essem Capital Markets Limited 12500000 0

168202834 168247042


41

2011523720115237

Cash on hand & Balances with Scheduled Banks in 2835349

Inventories

2835349

9861797Current Accounts

3777611

3777611

1683200

(Unsecured, considered good)

Outstanding for a period exceeding six months 81375773 134916509Other Debts 84618852

16599462546572384

42

(Unsecured, Considered good)

Advances recoverable in cash or in kindor for value to be received 146436444 75030135Deposits 2754249 1736474

149190693 76766609

Total (a+b+c+d) 321798278 269800499

Sundry creditors 22631277 22429296Expenses Payable 758355 2649832Provision for taxation 891124 14146224

24280756 39225352

(to the extent not written off or adjusted)Preliminary ExpensesLess: Written off during the year 1

1422414224 2802 0

Profit & Loss Account

13030798

13030798 12895605

108305122 139260209108305122 139260209

92008240 95992960Communication Expenses 2718928 1863852

94727168 97856811


Consolidated Schedules forming part of the Balance Sheet as at March 31, 2010

43

Advertisement expenses 150212 161271Entertainment expenses 496791 1183889Electricity charges 1367489 1069801Insurance 276560 200920Printing & Stationary expenses 590629 659374Legal & Professional fees 5200065 7150554

Membership Subscription 569430 114210Other expenses 1271667 1929899Rent 2696342 2147025Conveyance 1683760 1557561Travelling Exp 5836877 3055349Repairs & Maintenance - Buildings 727281 643612Repairs & Maintenance - Other Assets 1207585 0Miscellaneous Expenses 304666 548784Motor car expenses 452874 532785Auditors remuneration 177450 165450ROC Charges 17170 40374Interest on Loans 11558060 7939846Bank charges 220290 250625Loss on Sale of shares 19305 1413947

34824503 30765276

44

Significant Accounting policies and Notes forming part of the consolidated financial statements:

I. SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of preparation of Financial Statements:

i) The financial statements of the subsidiaries used in the consolidation are drawn up to the same reporting date as that of the Parent Company, namely March 31, 2010.

ii) The financial statements have been prepared under the historical cost convention and on the accrual basis of accounting. The accounts of the Parent Company and the Indian subsidiary have been prepared in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, and those of the foreign subsidiaries have been prepared in accordance with the local laws and the applicable Accounting Standards / generally accepted accounting practices.

iii) The preparation of financial statements are in conformity with the generally accepted accounting principles require, estimates and assumptions to be made that affect the reported amounts of assets and liabilities on that date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between the actual results and estimated are recognized in the period in which the results are known / materialized.

b) Principles of consolidation:

i) The financial statements of the Parent Company and its Subsidiaries have been consolidated on a line to line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances, intra-group transactions and the unrealized profits.

ii) The financial statements of the Parent Company and its Subsidiaries have been consolidated using uniform accounting policies for like transactions and other events in similar circumstances.

c) Fixed Assets:

Fixed assets are recorded at cost of acquisition or construction. These are stated at historical cost.

d) Investments:

Long Term Investments are stated at cost, which includes cost of acquisition and related expenses.

e) Depreciation:

Depreciation is provided for on Straight Line Method at the rates prescribed in schedule XIV to the Companies Act, 1956.

45

f) Inventories:

Work in Progress:Work in progress is valued at cost or net realizable value, which ever is lower. Costs include direct labour and direct overheads but exclude interest and finance charges and administration, selling and distribution expenses, which are allocated on the basis of technical man-hours, based on the timesheets submitted.

g) Foreign Currency Transactions:

Transactions in foreign currency are recorded at the original rates of exchange in force at the time transactions are effected. Exchange differences arising on settlement of transaction are recognized in the profit and loss account.

h) Revenue recognition:

IT Enabled Services revenue is recognized on the basis of chargeable time or achievement of prescribed milestones for billing as provided in the contracts or as and when the services are rendered. Revenue is recognized only when it is reasonably certain that the ultimate collection will be made.

i) Income tax are accounted for in accordance with Accounting Standard 22 (AS 22) on “Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India. Tax expense comprises both current and deferred tax. Current tax is measured at the amount expected to be paid to / recovered from the tax authorities using the applicable tax rates. Deferred tax assets and liabilities are recognized for future tax consequences attributable to timing differences between taxable income and accounting income that are capable of reversing in one or more subsequent periods and are measured using the relevant enacted tax rate.

II. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Subsidiaries to consolidation:

The consolidated financial statements present the consolidated accounts of Tutis Technologies Ltd., with the following subsidiaries.

Name of subsidiary Country of Proportion of Incorporation Ownership Interest

Global Software Technologies Ltd. United Kingdom 100.00%Amex Information Technologies Gmbh Germany 100.00%Tutis Media Streaming Pvt Ltd India 100.00%

The consolidated accounts thus includes the results of the aforesaid subsidiaries and there are no other body corporate/entities, where the company holds 50% or more of the share capital or where the Company can control the composition of the Board of Directors/governing bodies of such companies/entities, where the holding may be less than 50%.

46

Significant Accounting Policies and Notes to consolidated financial statements are intended to serve as a means of informative disclosure and a guide to better understand the consolidated position of the Group, Recognizing this purpose, the Company has disclosed only such policies and Notes from the individual financial statements, which fairly present the needed disclosures.

Related Party Transactions:

As per Accounting Standard (AS-18) issued by the Institute of Chartered Accountants of India, the transactions with Company's related parties in terms of AS-18 are disclosed below:

During the current financial year the following amounts were received from M/s. Tutis Media Streaming Pvt Ltd, the subsidiary company for meeting the common expenses:

31.03.2010 31.03.2009(In Rupees) (In Rupees)

Administrative expenses 130,000.00 0.00

III. Earning per share as at March 31, 2010 is as under:

As at 31.03.10 As at 31.03.09

a. Basic Earning's per share 0.38 - (Weighted average)

As per our attached report of even date

For K.P. Joshi & Co. For and on behalf of the Board of DirectorsChartered Accountants

Sd/ Sd/- Sd/-K.P. Joshi G.S. Chandrashekar Dilip C. ParekhProprietor Chairman & Managing Director Director


47

48

(Amount in Rs.)

31.03.2010 31.03.2009

A) Cash Flow from Operating Activities

Net Profit before tax and Extraordinary items 6378829 -1949910

Adjustments for :

1) Depreciation 13264216 12653098

2) Miscellaneous expenditure written off 0 0

3) Interest received 0 10166

4) Dividend received 8408561 54900

5) Profit on sale of Investment 32481033 -1413947

Operating Profit before changes in working capital 60532639 9354307

Adjustments for :

1) (Increase)/Decrease in Inventories -2094411 3603275

2) (Increase)/Decrease in Trade receivable 15494268 -18476887

3) (Increase)/Decrease in Loans & advances -62424084 5094948

4) (Increase)/Decrease in Current Liabilities -18035791

Adjustment for :

Income Tax 0 -175762

Net cash from operating activities (A) -6527379 -600119

B) Cash flow from investing activities (B)

-4416056 -5726132

2) Sale of fixed assets 304004 0



5) Profit on sale of Investments 32481033 -1413947

6) Investments -44208 7802826

Net cash used for investing activities (B) 36733334 727813

C) Cash flow from Financing Activities :

1) Net proceeds from issue of share capital/calls in arrears 0 0

2) Dividend paid (Including Dividend tax) 0 0

3) Increase/(Decrease) in Long Term Borrowings -25674343 -8156728

4) Refund of Share application money 0 0

5) Interest Paid -11558060 -7939846

Net Cash flow Financing Activities (C ) -37232403 -16096574

Net Increase/(Decrease) in cash flow equivalents (A+B+C) -7026448 -15968880

Cash and cash equivalents at the beginning of the year 9861797 13269384

Cash and cash equivalents at the end of the year 2835349 9861797

-7026448 -3407587

We have verified the above Cash Flow Statement of TUTIS TECHNOLOGIES LIMITED derived from Audited Financial Statements for the year ended 31 st March 2010 and found the same in accordance therewith, and also with requirements of clause 32 of the listing agreement of the Stock Exchanges.



49

Auditors' Report

To,The MembersTutis Technologies LimitedMumbai .

1. We have audited the attached Balance Sheet of Tutis Technologies Limited as at st31 March 2010 and the Profit and Loss Account for the year ended on that date.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph (3) above:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

(c) The Balance Sheet, the Profit and Loss account and The Cash Flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, as on st31 March, 2010 and taken on record by the Board of Directors, we report

stthat none of the directors is disqualified as on 31 March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

50





(f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(i) In the case of the Balance Sheet, of the state of affairs of the stCompany as at 31 March, 2010;

(ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

51

Annexure to Auditors' Report

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

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

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

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

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

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

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

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

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

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

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

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

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

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

52

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

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

(xiv) In our opinion, the Company is not dealing in or trading in Shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

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

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term assets. No long-term funds have been used to finance short-term assets.

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

(xix) The Company did not have any outstanding debentures during the year. (xx) During the period covered under our Audit the company has not issued any fresh

shares. (xxi) To the best of our knowledge and belief and according to the information and

explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.





53

As at

31-Mar-09


SOURCES OF FUNDS

SHAREHOLDERS' FUNDS

Share Capital 1 167469750 167469750

Reserves & Surplus 2 257855084 248712839

425324834 416182589

LOAN FUNDS

Secured Loans 3 105901709 53692172

Deferred Tax Liability 0 916886

TOTAL 531226543 470791647


FIXED ASSETS 4

Gross Block 130417255 126539731


Investments 5 180910154 180699365

Current Assets, Loans & Advances 6


Inventories 3777611 1683200

Sundry Debtors 165994625 171673084

Loans & Advances 131930483 67986125

303835785 250661405

Less: Current Liabilities and Provisions 7

Current Liabilities

Creditors 1652598 2838437

Expenses/Charges payable 758355 2649832

Provisions 891124 14146224

3302077 19634493

Net Current Assets 300533708 231026912

TOTAL 531226543 470791647


BALANCE SHEET AS AT MARCH 31, 2010

54





55


31-Mar-09


INCOME

Software Development , Sale of Biometric

Solutions & Data Conversions 8 108305122 139260209

Other Income 40889594 65066

TOTAL INCOME 149194716 139325275

EXPENDITURE

Software development & Sale of Biometric 9 92907160 97856811

solutions



140052471 141266700

Profit Before Tax 9142245 -1941425


Fringe Benefit Tax 0 125634

Deferred payment against taxes 0 50128

Profit after tax 9142245 -2117187

Add: Balance brought forward from previous year 85251795 87368982

Amount available for Appropriations 94394040 85251795

BALANCE CARRIED TO BALANCE SHEET 94394040 85251795


56





57

TUTIS TECHNOLOGIES LIMITEDSchedules forming part of the Balance Sheet as at March 31, 2010

58

59


Schedules forming part of the Balance Sheet as at March 31, 2010

60

61



62

63

SCHEDULE 11:Significant Accounting Policies And Notes on Accounts for the year

ended March 31, 2010.I. Significant Accounting Policies

1. Basic of Accountinga) The financial statements have been prepared under the historical cost convention and

in accordance with the applicable Accounting Standards issued by the Institute of

Chartered Accountants of India and relevant presentational requirements of the

Companies Act, 1956.

b) Accounting policies not specifically referred to otherwise are in Consonance with

prudent accounting principals.

c) All income and expenditure items having material bearing on the Financial statements

are recognized on accrual basis.

2. Investment

Current Investments are valued at cost. Long Term Investments are stated at cost.

Provision for diminution in the value of Long Term Investments is made only if such a

decline is other than temporary in the opinion of the Management.

3. Fixed Assets

Fixed assets are stated at cost including related incidental expenditure less

accumulated depreciation. Revenue expenditure incidental to the establishment of

new Technology Center has been capitalized by allocating to various newly acquired

fixed assets in proportion to the value of those fixed assets.

4. Depreciation

a) Depreciation on fixed assets has been provided on straight line method and

depreciation on the assets acquired / sold during the year is provided on pro-rata basis.

b) Depreciation is charged at one hundred percent in respect of the Individual assets

costing less than Rs.5,000.00 in the year of purchase.

5. Foreign Currency TransactionIn case of sale made to clients, income is accounted on the basis of the exchange rate

as on the date of the transaction.

6. Income Taxes are accounted for in accordance with Accounting Standard (AS 22) on

“Accounting Taxes on Income” issued by the Institute of Chartered Accountants of

India.

64

II. Notes on Accounts:

1. Generala) Figures have been rounded off to the nearest rupee

b) Previous year figures have been regrouped, reclassified and rearranged wherever necessary to confirm to current years classification.

2. Managerial Remuneration:a) Managerial Remuneration paid to the Chairman & Managing Director and Whole

Time Director2009-10 2008-09

i) Salary Rs.66,00,000 Rs.51,00,000ii) Perquisites & Allowances Rs. 6,00,000 Rs. 4,80,000

b) No computation of Profit under section 350 of the Companies Act, 1956 has been given since no commission is paid to Directors

3. Employees Retirement Benefits:Company's Contribution to Provident Fund is made at the pre- determined rate, to the appropriate authorities and is charged to revenue expenditure. As per Accounting Standard 15 issued by The Institute of Chartered Accountants of India, the Company is required to provide for liability in respect of earned Leave Encashment and Gratuity on accrual basis. The Company has provided liability in respect of Gratuity payable to the employees on the basis of such estimated liability.

4. Auditors Remuneration2009-10 2008-09

For Statutory Audit Rs. 1,00,000.00 Rs. 1,00,000.00 For Tax Audit Rs. 30,000.00 Rs. 30,000.00For Income Tax matters Rs. 10,000.00 Rs. 10,000.00For Certificates Rs. 25,450.00 Rs. 25,450.00

5. Foreign Exchange Earnings & Outgo:

Export Salesa) Software Development & Biometric Solution Services Rs. 6,78,25,271 Expenditure in Foreign Currency Onsite Expenses & Cost of Materials Rs. 4,49,82,076 Foreign Traveling Rs. 7,69,399

65

6. The disputed statutory dues aggregating Rs. 892.72 lacs pending before the appropriate authorities are as under:

Sr. No Ass. Year Nature of dues Forum where due Amount is pending (Rs. In lacs)

1. 2003-04 Tax , Interest & Penalty Asst Commissioner of Income tax 158.95

2. 2001-02 Tax ,Interest & Penalty Asst. Commissioner of Income tax 30.46

3. 2000-01 Tax , Interest & Penalty Asst. Commissioner of Income ta 496.80

4. 1999-00 Tax , Interest & Penalty Asst. Commissioner of Income tax 176.25

5. 1998-99 Tax, Interest & Penalty Asst. Commissioner of Income-tax 30.26

Total 892.72

The above demands have arisen on account of disallowances u/s 80 HHE of the Income Tax Act, 1961. The Company has received a favourable order from the Hon CIT (A) allowing the companies claim u/s 80 HHE of the Income Tax Act. in the above cases and the Assessing Officer has given appeal effect for the A.Y's 1998-99 & 2000-01 and for the balance years order giving appeal effect is yet to be passed.

7. The Company has during the financial year pledged 3,28,93,000 Equity shares of Vishal Information Technologies Limited with a leading financial institution as security, for the loan availed by its group Company. The Company has issued a corporate guarantee to the financial institution equivalent to the amount of loan availed by the group Company.

8. Earning per share as at March 31, 2010 is as under:

As at 31.03.10 As at 31.03.09a. Basic Earnings as per share 0.55 -b. Diluted earnings per share 0.55 -



66


III. Information Pursuant to part IV of Schedule VI of the Companies Act, 1956

Balance Sheet Abstract and Company’s General Business Profile

1 Registration Details

Registration No. 63382

State Code 11

Balance Sheet Date 31.03.2010

2 Capital Raised during the year (Amount in Rs. Thousand)

Public Issue -

Right Issue -

Bonus Issue -

Private Placement -

3 Position of Mobilisation and Development of Fund

Total Liabilities 531227

Total Assets 531227

Source

Paid up Capital 167469

Share Warrants 0

Reserves & Surplus 257855

Secured Loans 105902

Unsecured Loans 0

Application of Funds

Net Fixed Assets 49783

Investments 180910

Net Current Assets 300534

Miscellaneous Expenditure 0

Accumulated Losses 0

4 Performance of the Company (Amount in Rs. Thousand)

Turnover 149195

Total Expenditure 140052

Profit/Loss Before Tax 9142

Earning Per Share in Rs. 0.55

Dividend Rate % Nil

67

5 Generic Names of Three Principal Products/Services of Company

(As oer monetary terms)

Item Code No. (ITC Code) 85249009.1

Products Description Software Development & Biometric Solutions



68

69

(Amount in Rs.)

31.03.2010 31.03.2009

A) Cash Flow from Operating Activities

Net Profit before tax and Extraordinary items 9142245 -1941425

Adjustments for :

1) Depreciation 13264216 12653098

2) Miscellaneous expenditure written off 0 0



5) Profit on sale of Investment 32481033 -1413947

Operating Profit before changes in working capital 63296055 9362792

Adjustments for :

1) (Increase)/Decrease in Inventories -2094411 3603275

2) (Increase)/Decrease in Trade receivable -5678459 -18476887

3) (Increase)/Decrease in Loans & advances -63944358 5094948

4) (Increase)/Decrease in Current Liabilities -39059217 12010007

Adjustment for :

Income Tax 0 -175762

Net cash from operating activities (A) -47480390 11418373

B) Cash flow from investing activities (B)

1) Purchases of Fixed Assets & -3877524 -5726132

Advances on capital account

2) Sale of fixed assets 304004 0



5) Profit on sale of Investments 32481033 -1413947

6) Investments 210789 7802826

Net cash used for investing activities (B) 37526863 727813

Tutis Technologies Limited

Cash Flow Statement for the year ended March 31, 2010

We have verified the above Cash Flow Statement of TUTIS TECHNOLOGIES LIMITED derived from Audited Financial Statements for the year ended 31 st March 2010 and found the same in accordance therewith, and also with requirements of clause 32 of the listing agreement of the Stock Exchange.



70

C) Cash flow from Financing Activities :

1) Net proceeds from issue of share capital/calls in arrears 0 0

2) Dividend paid (Including Dividend tax) 0 0

3) Increase/(Decrease) in Long Term Borrowings -8790463 -8156728

4) Refund of Share application money 0 0

5) Interest Paid 11558060 -7939846

Net Cash flow Financing Activities (C ) 2767597 -16096574

Net Increase/(Decrease) in cash flow equivalents (A+B+C) -7185930 -3950388


Statement pursuant to Section 212 of the Companies Act, 1956, relating to Company's Interest in Subsidiary Companies.

Name of Subsidiary Company

Global Software Technologies LimitedUnited Kingdom

Amex Information Technologies GmbH Germany

Tutis Innovative e-Solutions Private Limited(Formally known as Tutis Media Streaming Pvt. Ltd.,)

1. The financial year of the Subsidiary Companies ended on

31.03.2010 31.12.2009 31.03.2010

2. Date from which they became Subsidiary Companies

02.08.1999 10.11.1999 07.11.2009

3.a. Number of shares held by Tutis Technologies Limited with its nominees in the Subsidiaries at the end of the financial year of the Subsidiary Companies

104,500 Equity Shares of GBP 1 each fully paid up

209,000 Equity Shares of DM 1 each fully paid up

25,500 Equity Shares of Rs.10/- each fully paid up

b. Extent of interest of holding company at the end of the financial year of the Subsidiary Companies

100%

(Rs. 1.17 Lacs) (Rs. 0.05 Lacs) (Rs. 26.76 Lacs)

NIL NIL NIL

100% 100%

4. The net aggregate amount of the Subsidiary Companies Profit/(Loss) So far as it concerns the members of the Holding Company a. Not dealt with in the Holding Company’s accounts:

i) For the subsidiary’s financial year

ii) For the previous financial years of the Subsidiary Companies since they became the Holding Company’s subsidiaries

(Rs. 0.40 Lacs) (Rs. 0.03 Lacs) (Rs. 0.06 Lacs)

b. Dealt with in Holding Company’s Accounts:

i) For the subsidiary’s financial year

71

5. a) Change in holding Company’s interest in the subsidiary between the interim period

b) details of material changes, which have occurred between the interim period in respect of subsidiary company’s -

(i) fixed assets

(ii) investments

(iii) moneys lent

(iv) moneys borrowed

Notes:

1. Figures in bracket represent losses2. Interim period means the period between the end of the financial year of the

subsidiary and the end of the holding Company's financial year.



Sd/-(Aniket Jathar)

Whole Time Director


Director

NIL

NIL

NIL

NIL

NIL

NIL

NIL NIL NIL

ii) For the previous financial years of the Subsidiary Companies since they became the Holding Company’s subsidiaries

72

TUTIS MEDIA STREAMING PRIVATE LIMITED(Formally known as Tutis E-Publishing Services Private Limited)

DIRECTORS' REPORT

Your Directors have pleasure in presenting the Third Annual Report of your company together stwith the Audited Statements of Accounts for the year ended 31 March, 2010.

FINANCIAL RESULTS:

Your Directors are of the opinion that even though the Company has not been able to generate revenue and has also been incurring losses, it can be treated as a going concern keeping in mind the bright future prospects of the Company.

DIVIDEND:

Your Directors do not recommend any dividend during the year under review.

DEPOSITS:

The Company has not accepted any fixed deposits from public during the year under review.

DIRECTORS:

There is no change in the constitution of Board of Directors of the Company 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 Responsibilities Statement, it is hereby confirmed:

st(i) That in the preparation of the Annual Accounts for the year ended 31 March, 2010; the applicable accounting standards had been followed along with proper explanation relating to material departures.

Particulars 31st March, 2010 31st March, 2009

(Rs.)

NIL

26,75,977

(26,75,977)

NIL

(26,75,977)

(11,336)

(26,87,313)

(Rs.)

NIL

5,580

( )5,580

NIL

(5,580)

(5,756)

(11,336)

Income

Expenditure

Net Profit / (Loss) Before Tax

Provision for Tax

Profit After Tax

Amount Brought Forward

Balance carried to Balance Sheet

73

(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 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.

st(iv) That the Directors had prepared the accounts for the financial year ended 31 March, 2010 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of employees) Amendments Rules, 1988 do not apply to the Company during the year under review.

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

The provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the Company as the Company did not carry on manufacturing activities. There was no

stForeign Exchange earnings and outgo for the year ended 31 March, 2010.

AUDITORS:

The Auditors M/s. Prakash Shetty & Co., Chartered Accountants, Mumbai Statutory Auditors of the Company held office until 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 year 2010-11 and accordingly, a resolution proposing their appointment is being submitted to the ensuing Annual General Meeting.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express their deep sense of appreciation and gratitude to all employees, bankers and clients for their assistance, support and co-operation extended by them.



Sd/-(G. S. Chandrashekar)

Director

Sd/(Aniket Jathar)

Director

74

AUDITOR' S REPORT TO THE MEMBERS OF THE COMPANY The Members of Tutis Media Streaming Pvt. Ltd.

1. We have audited the attached Balance Sheet of Tutis Media Streaming Pvt Ltd. As at st31 March, 2010 the Profit & Loss Account for the period ended on that date annexed

thereto. These Financial statements are the responsibility of the company's managament. Our responsibility is to express an opiniion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatements. An audit includes examining , on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by managament, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by th Central Government of India in terms of Section 227 (4A) of the Companies Act , 1956 , we have not commented on that , as the same is not applicable to the company.

4. We further report that :

I. We have obtained all the information and explanations , which to the best of our knowledge and belief were necessary for the purposes of our audit ;

II. In our opinion, proper books of account as required by Law have been kept by the company so far as appears from our examination of the books of the company ;

III. The Balance Sheet , the Profit and Loss Account dealt with by this report are in agreement with the books of account of the company ;

IV. In our opinion, the Balance sheet , the Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act , 1956 ;

stV. Based on the representations made by the Directors as on 31 March, 2010 and taken on record by the Board of Directors of the Company , we report that none of the

st Directors are as on 31 March, 2010, prima facie disqualified from being appointed as directors in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act , 1956 ;

VI In Our opinion and to the best of our information and according to the explanations given to us, the said financial statements , give the information required by Companies Act , 1956 in the manner so required and present a true and fair view in conformity with accounting principles generally accepted in India;

75

st a) In the case of Balance Sheet , of the state of affairs of the Company as at 31 March ,2010

;and

b) In the case of porfit and Loss Account , of the loss for the period ended on that date;

For Prakash Shetty & Co. Chartered Accountant Sd/- Place :- Mumbai (Prakash K. Shetty ) Date :- May 29, 2010 Membership No. 37491

76

Rupees Rupees Rupees Rupees

SOURCES OF FUNDS:-

Shareholders' Funds:

Share Capital 1 255000 100000

Share Application Money 245000 0

Loan Funds:

Unsecured Loans 2 2041915 0

TOTAL 2541915 100000

APPLICATION OF FUNDS:-

Fixed Assets:

Computers

Balance b/f 0 0

Additions During the year 82700 0



Deposit with a company 900000 1147086 0 78440

Less: Current Liabilities and Provisions

Current Liabilities

Creditors for Expenses 1387820 4000

Net Current Assets -240734 74440

Miscellaneous expenditure:

(to the extent not written off or adjusted)

Preliminary Expenses 14224 15804

Less: w/o during the year 1422 12802 1580 14224


TOTAL 2541915 100000

31-Mar-09

TUTIS MEDIA STREAMING PVT LTD


(Formerly known as Tutis E-Publishing Pvt Ltd)Services


77



As per our report of even date.

For For Prakash Shetty & Co., For and on behalf of the Board Chartered Accountants

Sd/- Sd/- Sd/-Prakash Shetty (G.S.Chandrashekar) (Aniket Jathar)Proprietor Director DirectorMembership No: 37491


78


INCOME

Sales 0 0

EXPENDITURE


Depreciation 165 0

Total 2675977 5580

Profit Before Tax -2675977 -5580


Profit after tax -2675977 -5580

Add: Balance brought forward from previous year -11336 5756

BALANCE CARRIED OVER TO BALANCE SHEET -2687313 -11336

31-Mar-09


(Formerly known as Tutis E-Publishing Pvt Ltd)Services







79

As at

31-03-2009

1 Share Capital (Rupees) (Rupees)

Authorised

1,00,000 Equity Shares of Rs. 10/- each 1000000 100000

(Pr.yr. 10,000 equity shares of Rs. 10/- each)

Issued, Subscribed & Paid-up:

25,500 Equity Shares of Rs. 10 each fully paid up 255000 100000

2 Unsecured Loans

Tutis Technologies Ltd 1974848 0

Vishal Information Technologies Ltd. 67067 0

3 ADMINISTRATIVE & OTHER EXPENSES

Advertisement expenses 31000 0

Salaries & Benefits 571370 0

Administrative Expenses 130000 0

Consultancy Charges 1100000 0

Printing & Stationary expenses 3989 0

Telephone Expenses 1652 0

Travelling Expenses 609109 0

Conveyance 48125 0

Mobile Expenses 39854 0

Professional Fees 99270 0

Others 2000 0

Motor car expenses 12959 0

Auditors remuneration 12000 4000

Staff Welfare Expenses 7862 0

Preliminary Expenses w/o 1422 1580

Bank charges 4200 0

Miscellaneous Expenses 1000 0



(Formerly Tutis E-Publishing Pvt Ltd)Services

80

4. Notes forming part of the Accounts for the financial year ended on 31st March, 2010

a. The Company is subsidiary of Tutis Technologies Limited, a company incorporated in India.

b. Number of Employees at the end of the financial year: 7 (seven only)

c. During the year under review name of the Company has been changed to Tutis Media Streaming Pvt Ltd. The change has been necessitated in view of the Company's recent foray into rendering of highly specialised telecom application services

d. Figures of the previous year's have been regrouped and reclassified wherever necessary.

e. Expenses have been accounted on mercantile basis

f. Depreciation has been calculated on Straight Line Method





81

Global Software Technologies Limited

DIRECTORS' REPORTTo the Members of Global Software Technologies LimitedThe Directors submit their Annual Report and accounts for the year ended 31 st March 2010.

FINANCIAL PERFORMANCEThe loss for the year amounted to (Rs. 117706) (Previous year Rs. 39845)The Directors do not recommend the payment of Dividend.

REVIEW OF OPERATIONSThe Company’s principal activities are Software development and IT Consultancy services. The Company is a wholly owned subsidiary of Tutis Technologies Limited, a company incorporated in India. During the current financial year the company had concentrated purely on marketing activities and the billings has been done by the parent company directly to the clients, which has resulted in the reduction of the turnover.

FIXED ASSETSThe movements in the fixed assets of the Company during the period are summarized in Notes 6 to the financial statements.

DIRECTORS AND THEIR INTERESTThe directors who served throughout the year, and their beneficial interest in the issued share capital of the Company are as follows:

Ordinary shares Ordinary sharesat at

31.03.10 31.03.09Mr. G.S. Chandrashekar Nil NilMr. Aniket Jathar Nil Nil

STATEMENT OF DIRECTOR’S RESPONSIBILITIESCompany law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs and of the profit or loss of the Company. In preparing those financial statements, the directors are required to:

1. select suitable accounting policies and then apply them consistently;2. make judgements and estimates that are reasonable and prudent;3. state whether applicable accounting standards have been followed, subject to any material

epartures disclosed and explained in the financial statements;4. The directors are responsible for keeping proper accounting records, which disclose with

reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

82

AUDITORS

The resolution to re-appoint K. P. Joshi & Co., Chartered Accountants will be submitted at the Annual General Meeting.

By order of the Board

Sd/-G.S. ChandrashekarDirector


83

Auditors' Report

ToThe Members Global Software Technologies Limited

1. We have audited the attached Balance Sheet of Global Software Technologies Limited as at 31st March 2010, the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.



(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books and proper returns adequate for the purposes of our audit have been received

(c) The Balance Sheet, the Profit and Loss account and Cash flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

84

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

As per our report of even date

For K. P. Joshi & Co.Chartered Accountants

Sd/- K. P. JoshiProprietorMembership No. : 034760Place : MumbaiDate : May 25, 2010

85

Annexure to Auditors’ Report




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

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

(iv) Based on the audit procedures applied by us and according to the information and explanations given to us there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

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

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

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

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

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

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

86

(xii) During the year the Company has not issued any debentures;

(xiii) The Company has not issued any fresh equity shares during the year.

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

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

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

(xvii) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

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

(xix) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long -term assets. No long-term funds have been used to finance short-term assets.

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



Sd/-K. P. JoshiProprietorMembership No. : 034760Place : MumbaiDate : May 25, 2010

87

GLOBAL SOFTWARE TECHNOLOGIES LIMITED


As at March 31, 2009


SOURCES OF FUNDS

Shareholders' funds

Share capital 1 8908625 8908625

8908625 8908625

Total 8908625 8908625


Fixed assets 2

Gross block 455832 455832

Less : Depreciation 383896 314322

Net block 71936 141510

Current assets, loans and advances

Sundry debtors 3 8873587 8873587

Cash and bank balances 4 314278 397197

Loans and advances 5 11487438 11452651

28675302 20723435

Less : Current liabilities and provisions

Current liabilites 6 18481774 18481774

18481774 18481774

Net current assets 2193528 2241660

Miscellaneous expenditure

(to the extend not written off or adjusted)


Total 8908625 8908625

Notes forming part of accounts 8

88


Sd/- Sd/-Sd/- G. S. Chandrashekar Aniket JatharK. P. Joshi Director DirectorProprietorMembership No. : 034760Place : MumbaiDate : May 25, 2010

89


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010

For the year ended

March 31, 2009


INCOME

Sales 0 0

0 0

EXPENDITURE

Administrative and other expenses 7 82919 5058


117706 39845

PROFIT FOR THE YEAR -117706 -39845

LESS : PROVISION FOR TAXATION 0 0

PROFIT AFTER TAXATION -117706 -39845

ADD : BALANCE BROUGHT FORWARD

FROM PREVIOUS YEAR -6525455 -6485610

BALANCE CARRIED OVER TO

THE BALANCE SHEET -6643161 -6525455




90


As atMarch 31, 2009

Rupees Rupees

SCHEDULE 1- SHARE CAPITAL

Authorised :

Issued, subscribed and paid up :

(Previous year- 104500 equity shares of GBP 1 each fully paid up)

91

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92


As atMarch 31, 2009

Rupees Rupees

SCHEDULE 3 - SUNDRY DEBTORS

(Unsecured, considered good)

Trade Debtors 173569 173569Other debts 8700018 8700018

SCHEDULE 4 - CASH AND BANK BALANCES

Cash in hand & in current accounts with scheduled banks 314278

314278

397197

SCHEDULE 5 - LOANS AND ADVANCES(Unsecured, considered good)

Advances recoverable in cash or in kind or for value to be received 11487438 11452651

SCHEDULE 6 - CURRENT LIABILITIES

Sundry creditors 18481774 18481774

SCHEDULE 7 - ADMINISTRATIVE AND OTHER EXPENSES

Printing Postage & Stationary 2645 1467

Books and Periodicals 1868 1154

Bank charges 2264 2437

93

Rent 76142

82919

-

Amex Information Technologies GmbH

DIRECTORS' REPORT

To the Members of Amex Information Technologies GmbH

The Directors present, herewith the Annual Report together with the Audited Accounts for the year ended December 31, 2009.

FINANCIAL RESULTS

The Company could achieve Sales of Rs. NIL (Previous year Rs. NIL). The Company’s Loss for the year ended December 31, 2009 is Rs. 4685 (Previous year Rs.3427)

DIVIEDEND

Your Directors do not propose any dividend for the year ended December 31, 2009.

FUTURE PROSPECTS

Barring unforeseen circumstances, your Directors are confident of a reasonable growth in the performance for the Company during the current year.

STATEMENT OF DIRECTOR’S RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

Company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs and of the profit or loss of the Company. In preparing those financial statements, the directors are required to:

1 Select suitable accounting policies and then apply them consistently;

2 Make judgements and estimates that are reasonable and prudent;

3 State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements, and

4 Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at nay time the financial position of the Company and to enable them to ensure that the financial statements are giving a true and fair view of the Company. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

94

HOLDING COMPANY

The Company is wholly owned subsidiary of Tutis Technologies Limited, a Company incorporated in India. The Directors confirm and declare that the Company has obtained appropriate compensation for each transaction in view of the circumstances which were known at the date the transaction was carried out. The company did not suffer any disadvantages from taking or omitting the other measures reported.

AUDITORS

The Auditors M/s. K. P. Joshi & Co., Chartered Accountants have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

By Order of the BoardAMEX Information Technologies GmbH

Sd/-Aniket Jathar Director


95

Auditors Report

ToThe Members Amex Information Technologies GmbH

1. We have audited the attached Balance Sheet of Amex Information Technologies GmbH as at 31st December 2009, the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.



(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of the books and proper returns adequate for the purposes of our audit have been received

(c) The Balance Sheet, the Profit and Loss account and Cash flow Statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors, as on 31st December, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st December, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

96

(f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2009; and

(ii) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date;




97

Annexure to Auditors’ Report




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

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

(iv) Based on the audit procedures applied by us and according to the information and explanations given to us there are no transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods.

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

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

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

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

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

98

(xii) During the year the Company has not issued any debentures;

(xiii) The Company has not issued any equity shares during the year.

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

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

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

(xvii) In our opinion, the Company is not dealing in or trading in Shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

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

(xix) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long -term assets. No long-term funds have been used to finance short-term assets.

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




99

AMEX INFORMATION TECHNOLOGIES GMBH

BALANCE SHEET AS AT DECEMBER 31, 2009

As at December 31, 2008Rupees Rupees Rupees Rupees

SOURCES OF FUNDS

Shareholders' funds Share capital 4864430 4864430Unsecured Loans 1498810 1498810

6363240 6363240


Current assets, loans and advances

Sundry debtors 942222 942222Cash and bank balances 140919 145604Loans and advances 14348 14348

1097490 1102175Less : Current liabilities and provisionsCurrent liabilites 1109085 1109085

1109085 1109085Net current assets -11595 -6910

Miscellaneous expenditure 0 0(to the extend not written off or adjusted)


100



101

AMEX INFORMATION TECHNOLOGIES GMBH

For the year endedDecember 31, 2008.

Rupees Rupees Rupees RupeesINCOMESales 0 0

0 0

EXPENDITUREAdministrative and other expenses 4685 3427

4685 3427

PROFIT FOR THE YEAR -4685 -3427

LESS : PROVISION FOR TAXATION 0 0

PROFIT AFTER TAXATION -4685 -3427

ADD : BALANCE BROUGHT FORWARD FROM PREVIOUS YEAR -6370150 -6366723

BALANCE CARRIED OVER TO



102

103

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