To: The members of Tutis Technologies Limited
Your Board of Directors ("the Board") have pleasure in presenting the TwentyFirst Annual Report along with the Audited Accounts for the year ended on 31st March, 2012("the year under review", "the year").
(Rs. in Lakhs)
| || |
|Particulars ||31.03.2012 ||31.03.2011 ||31.03.2012 ||31.03.2011 |
|Total Revenue ||1680.96 ||2761.32 ||1788.99 ||1217.64 |
|Total Expenditure ||5539.16 ||2173.88 ||5142.71 ||945.62 |
|PBDT ||(3858.20) ||587.44 ||(3353.72) ||272.02 |
|Interest ||132.15 ||122.99 ||132.15 ||122.93 |
|Depreciation ||47.91 ||54.30 ||47.51 ||46.31 |
|Profit before Tax ||(4038.26) ||410.16 ||(3533.38) ||102.78 |
|Provision for Income Tax ||0.00 ||20.96 ||0.00 ||20.96 |
|Deferred payment against tax ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit after Tax ||(4038.26) ||389.19 ||(3533.38) ||81.82 |
|Add: - Balance brought forward from previous year ||0.00 ||0.00 ||0.00 ||943.94 |
|Less: Misc. exp written off ||0.00 ||0.00 ||0.00 ||0.00 |
|Less: Prior year adjustments ||0.17 ||16.09 ||0.17 ||16.09 |
|Profit carried forward to Balance Sheet ||(4038.43) ||373.10 ||(3533.55) ||1009.67 |
|Equity Share Capital ||1925.82 ||1767.65 ||1674.70 ||1674.70 |
|Reserves ||(1119.44) ||2889.25 ||(889.29) ||2644.28 |
|Shareholders fund ||806.38 ||4656.90 ||785.41 ||4318.97 |
|Book value ||4.19 ||26.35 ||4.69 ||25.97 |
|EPS ||(21.10) ||0.61 ||(21.10) ||0.39 |
In view of losses incurred by the Company during the year under review your Board ofDirectors does not recommend any dividend for the year ended 31st March, 2012.
As per the Accounts, the total income for the year ended 31st March, 2012 is Rs.1788.99Lakhs as against Rs. 1217.64 Lakhs for the year ended 31st March, 2011 registering aincrease of about 46.92 %.
The Company made losses and these losses are mainly on account of large fixed expensesincluding interest coupled with reduced sales.
Extension of Annual General Meeting :
The Board of Directors extended the date of Annual General Meeting which was due on orbefore 29th September 2012 to 31st December 2012, due to non-receipt of the Subsidiaries /Branch's final accounts with head office
Biometrics Products & Solutions Provider:
Your company continues to concentrate on the Biometric product segment and the Tutisbrand has been recognized as a Biometric Solutions Company especially in Time Attendance(TA) and Access Management segments. Currently your company concentrates on Finger PrintBiometric products.
Your company has reasonably done well in TA and Access Management products andsolutions in India. It continues to acquire new clients in the Indian fingerprintbiometric products. Tutis Time Attendance solutions have penetrated the Indian marketright from small enterprise to very large organizations.
This year Tutis has added Enterprise Time Attendance software in its offering and hasacquired many large size clients across the country. A number of International Schools,Multiplexes are using Tutis Attendance Solutions. Tutis has successfully executed ordersof Biometric Attendance Solutions for educational institutes across India.
In respect of other Finger Print biometric solutions, Tutis is very active in manye-governance projects.
Your Company has received Standardisation, Testing & Quality CertificationDirectorate (STQC) Certificate for SecuGen Hamster IV from Government of India, Ministryof Communication and IT Department of Electronics and Information Technology.
Tutis has received STQC Certificate for SecuGen Hamster IV. There are greatopportunities for participate in several government's UID Authentication Projects andCompany is very confident of achieving a very good growth in terms and profitability.
During the year, Mr. Rupesh Vishwanathan had been appointed as Managing Director. Mr.Aniket Jathar has been re-appointed as Whole Time Director with effect from 1st October,2011 for a period of three years. Whereas on the expiration of terms of Mr. G. S.Chandrashekar as Chairman and Managing Director (CMD) on 30th September, 2011, he hasshown his unwillingness to continue as CMD, but agrees to continue as Non ExecutiveChairman of the Company with effect from 1st October, 2011.
During the year, Mrs. Amita Desai and Mr. Rupesh Vishwanthan resigned from Directorshipof the Company with effect from 30th September, 2011 and 1st January, 2012 respectively.
Mr. D. M. Shirodkar, Director of the Company, retire by rotation and being eligible,has offered himself for re-appointment at the ensuing Annual General Meeting (AGM).
Pursuant to Clause 49 of the Listing Agreement, the detailed profile of the Directorretiring by rotation is provided in the Notice convening the Annual General Meeting.
In view of global slowdown and adverse market conditions the Board of Directors of yourCompany decided to pull shutters of its two wholly owned foreign subsidiaries viz; GlobalSoftware Technologies Limited, UK and Tutis FZE, UAE w.e.f. close of business hours as on31.03.2012. The Company's erstwhile subsidiary viz; Amex Information Technologies GmbH hadbeen closed earlier.
During the Financial year 2011-12 shares held by the company in Tutis InnovativeE-solutions Pvt Ltd. (TIEPL) has been transferred to Eclats Technologies India Pvt. Ltd.The shares are found to have final destination to Mr. G. S. Chandrashekar (Non ExecutiveDirector) and Mr. Rupesh Vishwanathan (Managing Director) and Mr. Prashant Chandrashekar,son of Mr. G. S. Chandrashekar. Such transfer of shares effected are under investigationby the Board of Directors. However TIESPL has ceased to be subsidiary with effect from15.11.2011.
Pursuant to the provision of Section 212 (8) of the Companies Act, 1956 the Ministry ofCorporate Affairs vide its Circular dated February 8, 2011 has granted general exemptionfrom attaching the Balance Sheet, Profit and Loss Account and other documents of thesubsidiary companies with the Balance Sheet of the Company. A statement containing brieffinancial details of the Company's subsidiaries for the financial year ended March 31st2012 is included in the Annual Report. The annual accounts of these subsidiaries and therelated detailed information will be made available to any member of the Company/itssubsidiaries seeking such information at any point of time and are also available forinspection by any member of the Company/its subsidiaries at the registered office of theCompany. The annual accounts of the said subsidiaries will be also be available forinspection, as above, at the head offices/ registered offices of the respectivesubsidiaries to any member on demand.
Also the annual accounts of the company's subsidiaries are posted on the website of thecompany i.e. www.tutistech.com
The Company has not accepted any Public Deposits under section 58A of the CompaniesAct, 1956 during the year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 withrespect to the Director's Responsibility Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts for the financial year ended 31stMarch, 2012, the applicable accounting standards have been followed along with properexplanation relating to material departures.
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) that the Directors had prepared the accounts for the year under review on a 'goingconcern' basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information relating to conservation of energy, technology absorption, foreignexchange earning and outgo required under Section 217 (1) (e) of the Companies Act, 1956read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules1988 are detailed as follows:
Conservation of Energy
The operations of the Company involve low energy consumption. Adequate measures have,however been taken to conserve energy.
Research & Development (R&D)
Your Company continues to take interest in research and development activities. TheCompany has successfully developed certain solutions to be integrated with biometricproducts. The Company is actively considering applying for Trade Marks for the same.
Your Company continues to use the latest technologies for improving the productivityand quality of its services and products.
Foreign exchange earnings and outgo
Full details of Foreign Exchange earnings and outflow are furnished from notes 27 to 38is part of Notes on Accounts.
PARTICULARS OF EMPLOYEES:
There are no employees covered under Section 217 (2A) of the Companies Act, 1956 readwith Companies (Particulars of Employees) Rules, 1975.
M/s Vijay R. Tater & Co, Chartered Accountants, Mumbai , Statutory Auditors of theCompany , hold office in accordance with the provisions of the Companies Act 1956 upto theconclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.They have expressed their willingness to continue as Statutory Auditors for the FinancialYear 2012-13 and accordingly, a resolution proposing their appointment is being submittedto the ensuing Annual
General Meeting. The members are requested to consider their re-appointment for thecurrent financial year 2012-13 and authorize the Board of Directors to fix theirremuneration.
CONSOLIDATED FINANCIAL STATEMENTS:
As required under the Listing Agreement with the Stock Exchange, a ConsolidatedFinancial Statement of the Company is attached. The Consolidated Financial Statements havebeen prepared in accordance with the Accounting Standards as prescribed under Section211(3C) of the Companies Act, 1956 ("Act"). These financial Statements disclosethe assets, liabilities, income, expenses and other details of the Company andsubsidiaries.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the ManagementDiscussion and Analysis Report, the Report on Corporate Governance and the certificatefrom the Auditor of the Company regarding compliance of conditions of Corporate Governanceare annexed to this Report and forms part of this Annual Report.
With a view to strengthening the Corporate Governance framework, the Ministry ofCorporate Affairs has incorporated certain provisions in the Companies Bill, 2009. TheMinistry had issued a set of voluntary guidelines in the second half of December, 2009 foradoption 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 whilealready complying by and large with these various requirements has already initiatedappropriate action for compliance.
Your Directors take the opportunity to thank all investors, business partners, clients,vendors, bankers and advisors for their continuous support during the year.
Your Directors also wish to place on record their appreciation for the dedication withwhich the employees at all levels performed their duties and for their cooperation andsupport during the years
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By order of the Board of Directors
| ||Sd/- ||Sd/- |
| ||(Aniket Jathar) ||(Dilip C. Parekh) |
| ||Whole Time Director ||Director |
|PLACE: Mumbai || || |
|DATE: 15th, December 2012. || || |