Auditor Report of MPF Systems Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of M/s MPF Systems
Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss including Other Comprehensive Income, the statement of Cash
Flow Statement and the Statement of Changes in Equity for the year then ended on that date,
and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid financial statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at
March 31, 2024, its loss and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

The company is under Corporate Insolvency Resolution Process and Mr. Raghunath
Bhandari, has been appointed as Interim Resolution Professional (IRP) by the NCLT who was
consequently confirmed to continue as the Resolution Professional (RP) by the Committee of
Creditors (COC) to revamp its business. The Company’s net worth is completely eroded due
to continuous losses, accordingly we are unable to comment upon the resultant effect of the
same on the Assets, Liabilities and losses of the Company.

We conducted our audit of the financial statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with
the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules made there under, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the financial statements.

Emphasis of Matters

We draw attention to the following matter:

An Application was filed by M/s. Rover Finance Limited (“Financial Creditor”) through its
Director as a Financial Creditor under section 7 of the Insolvency and Bankruptcy Code,
2016 read with rule 4 of Insolvency and Bankruptcy (Application to Adjudicating Authority)
Rules, 2016 before this Hon’ble Tribunal for the initiation of the Corporate Insolvency
Resolution Process of the Corporate Debtor.

Further, Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench - I admitted the
Corporate Insolvency Resolution Process (CIRP) against the Company vide an order No. CP
(IB). 242/MB/2023 dated 8th November, 2023. Pursuant to this order, the powers of the
Board of Directors were suspended and were exercisable by Mr. Raghunath Bhandari, the
Interim Resolution Professional (IRP) appointed by the NCLT who was consequently
confirmed to continue as the Resolution Professional (RP) by the Committee of Creditors
(COC).

Further, Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench - I admitted the
Corporate Insolvency Resolution Process (CIRP) against the Company vide an order dated
8^th November, 2023. Pursuant to this order, the powers of the Board of Directors were
suspended and were exercisable by Mr. Raghunath Bhandari, the Interim Resolution
Professional (IRP) appointed by the NCLT who was consequently confirmed to continue as
the Resolution Professional (RP) by the Committee of Creditors (COC). We would like to
draw attention to the following extracts of such order,

Present Status of Insolvency Proceedings:

CIRP could not be completed within 180 days from the date of commencement and hence an
application of extension for CIRP period has been filed by RP’s Advocate

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of utmost
significance in our audit of the financial statements for the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our
report

Sr. No	Key Audit Matters	Auditor’s Response
1	Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115	We assessed the Company’s process to identify the impact of the existing revenue accounting policy. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: (i) Verification of invoices raised for various professional and Contractual services rendered during the year and extent of such services provided in order to establish recognition

criteria.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Suspended Board of Directors and Resolution Professional is responsible for
the preparation of the other information. The other information comprises the information
included in the Management Discussion and Analysis, Board’s Report including Annexures to
Board’s Report, Business Responsibility Report and Shareholder’s Information, but does not
include the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and we do not express any form of assurance
conclusion thereon. In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained during the
course of our audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind-AS
Financial Statements.

The Company’s Suspended Board of Directors and Resolution Professional is responsible for
the matters stated in section 134(5) of the Act with respect to the preparation of these
financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind AS and other accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error. In preparing the
financial statements, management is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so. The Suspended
Board of Directors and Resolution Professionals are responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Ind-AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind-AS Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these Ind-AS Financial
Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the Company
has adequate internal financial controls system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We have considered quantitative
materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any identified misstatements in the
financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit. We also provide those
charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Disclaimer of Opinion:

Related to Going Concern

The Company’s net worth is eroded due to losses incurred by the company. We were
informed by the Management, that there is no operating income in the company since the
company is under IBC. RP is in the process of inviting Resolution plan from PRA and after
the approval of resolution plan, company will be run by successful Resolution applicant. we
are unable to comment upon the resultant effect of the same, on whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purpose of our audit.

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

c. The Balance Sheet, the Statement of Profit and Loss including the statement of
Other Comprehensive income, the Cash Flow Statement and statement of changes
in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements comply with the Indian
Accounting Standards (Ind As) specified under section 133 of the Act, Companies
(Indian Accounting Standards) Rules, 2015, as amended.

e. On the basis of written representations received from the directors of the Company
as on March 31, 2024 taken on record by the suspended Board of Directors of the
company none of the directors of the company, is disqualified as on March 31, 2024
from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to
our separate Report in “Annexure A” to this report.

g. With respect to the other matters to be included in the Auditor’s Report in
accordance with the requirements of Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanations
given to us, the Remuneration paid by the company to its Directors during the year
is in accordance with the provisions of Section 197 of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as
amended, in our opinion and to the best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial
positions in its financial statements.

ii. The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

iii. There are no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in
any other person or entity, including foreign entity (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether recorded
in writing or otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries, however the company has inter corporate loans amounting to
Rs.121.70 lakhs as on 31.03.2024;

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under and (b) above, contain any material
misstatement.

v. The company during the year has not declared or paid any interim, final dividend
due to the loss sustained by the company as explained to us.

vi. The company has used such accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility and the
same has been operated throughout the year for all transactions recorded in the
software and the audit trail feature has not been tampered with and the audit trail
has been preserved by the company as per the statutory requirements for record
retention.

2. As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by
the Central Government in terms of Section 143(11) of the Act, we give in “Annexure
B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For PAMS & Associates

Chartered Accountants
Firm Registration No. 0316079E

Bhubaneswar SD/-

21^st May, 2024

(CA Manoranjan Mishra)

Partner
M.No. 063698

UDIN: 24063698BKAAFD1967

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Dec 31, 2014

We have audited the accompanying financial statements of MPF Systems Limited (Previously known as Mather and Platt Fire Systems Limited) ("the Company") which comprise the Balance Sheet as at 31 December 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 31 December 2014;

ii. in the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements The Ministry of Corporate Affairs had on 01 April, 2014, vide its General Circular No. 07/2014, Dissemination of Information with Regards to the Provisions of the Companies Act, 2013 as notified till date vis a vis corresponding provisions of the Companies Act, 1956, identified such sections of the Companies Act, 1956 that would cease/ continue to have effect from 01 April 2014. Accordingly, in terms of the aforesaid Circular, our reporting in respect of section 227(3)(f) of the Companies Act, 1956, and clauses (3), (5)(a) and (b), (6), (7), (14), (18) of the Companies (Auditor''s Report) Order, 2003 (dealing with sections 49, 58A, 58AA, 209(1)(d) and 301 of the Companies Act, 1956) is only for the period beginning from 1 January 2014 till 31 March 2014 since as per the aforementioned MCA Circular these sections have ceased to have effect from 01st April, 2014."

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors at on 31 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

Annexure to the Independent Auditor''s Report - 31 December 2014

[Referred to in the Independent Auditors'' Report to the Members of MPF Systems Limited (Previously known as Mather and Platt Fire Systems Limited) (''the Company'') on the financial statements for the year ended 31 December 2014]

We report as follows:

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

b) The Company has a regular program of physical verification of its fixed assets, by which its fixed assets are verified annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) No fixed assets have been disposed off during the year.

2. The Company does not hold any physical inventory as at the end of the year. Accordingly provisions of clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

4. The Company has not purchased any inventory or fixed assets and there were no sales or services rendered during the year. Accordingly, provisions of clause 4(iv) of the Order are not applicable to the Company.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act 1956, have been entered in the register required to be maintained under that section till 31st March 2014.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, except for sale of certain fixed assets which are for the specialised requirements of the buyer''s, for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. The Company has not accepted any deposits from the public.

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

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act 1956, for any of the products manufactured/ services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income Tax have been regularly deposited by the Company with the appropriate authorities except for delays in payment of Income Tax amounting to Rs. 2,60,375/- ranging between 23 to 177 days. As explained to us, the Company did not have any dues on account of Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax and Sales Tax dues were in arrears as at 31 December 2014 for a period of more than six months from the date they became payable. b) According to the information and explanations given to us, the following dues of Sales Tax have not been deposited with the appropriate authorities on account of disputes.

Name of the Nature of the Amount Period to statute dues (Rs.'' which the 000) amount relates

Works Differential 2,768 1987-1988 Contract Tax rate of tax to 1993- under Kerala 1994 General Sales Tax Act, 1963

Works Differential 34 1997-1998 Contract Tax rate of tax under Kerala General Sales Tax Act

Works Differential 74 1998-1999 Contract Tax rate of tax under Kerala General Sales Tax Act

Central Sales Non 500 1998-1999 Tax, 1956 submission to 2002- of E-1 Form 2003

West Bengal Non 125 1998-1999 Sales Tax Act, submission to 2002- 1994 of E-1 Form 2003

Works Chargeable 3,932 1987-1988 Contract Tax of State to 1997- under U P sales tax 1998 Trade Tax Act, 1948

Name of the Forum where statute the dispute is pending

Works Commercial Contract Tax Tax Officer, under Kerala Ernakulam General Sales Tax Act, 1963

Works Commercial Contract Tax Tax Officer, under Kerala Ernakulam General Sales Tax Act

Works Commercial Contract Tax Tax Officer, under Kerala Ernakulam General Sales Tax Act

Central Sales Commercial Tax, 1956 Tax Officer, Kolkata

West Bengal Commercial Sales Tax Act, Tax Officer, 1994 Kolkata

Works Deputy Contract Tax Commissioner under U P UP Trade Trade Tax Act, Tax Tribunal, 1948 Lucknow

10. The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has incurred cash losses in the current financial year but not in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution, banks or debenture-holders during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment to the extent of Rs. 8,38,892/-.

18.The Company has not made any preferential allotment of shares to companies/firms/other parties covered in the register maintained under Section 301 of the Companies Act,1956.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. 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.

For B S R & Co. LLP Chartered Accountants Firm Registration No: 101248W

Juzer Miyajiwala Place : Pune Partner Date : 18th March 2015 Membership No: 047483 /W-100022

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Dec 31, 2013

We have audited the accompanying financial statements of Mather and Platt Fire Systems Limited ("the Company") which comprise the Balance Sheet as at 31s; December 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion

- In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 2013;

ii. in the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors as at 31st December 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December 2013, from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Act. -

Annexure to the Independent Auditor''s Report - 31st December 2013

[Referred to in the Independent Auditorst Report to the Members of Mather and Piatt Fire Systems Limited (''the Company'') on the financial statements for the year ended 31s; December 2013]

We report as follows:

1. a) The Company has maintained proper records showing

full particulars including quantitative details and situation of fixed assets.

b) The Company has a regular program of physical

verification of its fixed assets, by which all fixed assets are verified annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The Company has sold certain intangible fixed assets during the year. However, the sale of intangible fixed assets does not affect the going concern assumption.

2. The Company does not hold any physical inventory as at the end of the year. Accordingly provisions of clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. The Company has not purchased any inventory or fixed assets and there were no sales or services rendered during the year. Accordingly, provisions of clause 4(iv) of the Order are not applicable to the Company.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered in the register required to be maintained under that section.

b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time, except for sale of certain fixed assets which are for the specialised requirements of the buyer''s, for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the Company has an internal control system commensurate with the size and nature of its business.

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Act, for any of the products manufactured/services rendered by the Company.

9. a) According to the information and explanations given

to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income Tax and Sales Tax have been regularly deposited by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Wealth Tax, Service Tax, Customs Duty, Excise Duty, Provident Fund, Employeest State Insurance., Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax and Sales Tax dues were in arrears as at 31st December 2013 for''a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of Sales tax which have not been deposited by the Company with the appropriate authorities on account of any disputes except as disclosed below:

Name of the Nature of Amount Period to Forum where statute the dues (Rst which the the dispute is 000) amount pending relates

Works Differential 2,768 1987-1988 Commercial Contract Tax rate of tax to 1993- Tax Officer, under Kerala 1994 Ernakulam General Sales tax Act,1963

Works Differential 134 1997-1998 Commercial Contract Tax rate of tax Tax Officer, under Kerala Ernakulam General Sales tax Act

Works Differential 74 1998-1999 Commercial Contract Tax rate of tax Tax Officer, under Kerala Ernakulam General Sales tax Act

Central Sales Non 500 1998-1999 Commercial Tax Tax, 1956 submission to 2002- Officer, Kolkata ofE-1 Form 2003

West Bengal Non 125 1998-1999 Commercial Tax Sales Tax submission to 2002- Officer, Kolkata Act, 1994 OfE-1 Form 2003

Works Chargeable 3,932 1987-1988 Deputy Contract Tax of State to 1997- Commissioner under UP sales tax 1998 UP Trade Trade Tax Tax Tribunal, Act.1948 Lucknow

10. The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution, banks or debenture-holders during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have, any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short term, basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/firms/other parties covered in the register maintained under Section 301 of the Act.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21 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.

For B S R & Co. LLP

Chartered Accountants

Firm Registration No: 101248W

Juzer Miyajiwala

Place : Pune Partner

Date : 28- February 2014 Membership No: 047483

---

Dec 31, 2012

We have audited the attached Balance Sheet of Mather and Piatt Fire Systems Limited (''the Company'') as at 31 December 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company 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 onouraudit.

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.

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

2. Further to our comments in the Annexure referred in paragraph 1 above, we report that:

(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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss 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 Act, tottie extent applicable;

(e) on the basis of written representations received from the directors as on.31 December 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as at31 December 2012 from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Act; and

(f) 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 the Act, 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 31 December 2012;

(ii) in the case of the Statement of Profit and Loss, 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.

Annexure to the Auditors'' Report -31 December 2012

(Referred to in paragraph 1 of the Auditors'' Repojl to the Members of Mather and Piatt Fire Systems Limited (''the Company'') on the financial statements for the year ended 31 December 2012]

We report as follows:

1. a) The Company does not hold any fixed asset as at the end of the year. Accordingly, provisions of clause 4(i)(a) and (b) of the Order are not applicable to the Company.

b) The Company does not have any commercial operations. In the current year the Company has written off the entire block of fixed assets. However, this does not affect the going concern assumption.

2. The Company does not hold any physical inventory as at the end of the year. Accordingly provisions of clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. The Company has not purchased any inventory or fixed assets and there were no sales or services rendered during the year. Accordingly, provisions of clause 4(iv) of the Order are not applicable to the Company.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Act.

Accordingly, paragraph 5(b) of the Order is not applicable.

6. The Company has not accepted any deposits from the public.

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

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Act, for any of the products manufactured/ services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income Tax and Sales Tax have been regularly deposited by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Wealth Tax, Service Tax, Customs Duty, Excise Duty, Sales Tax, Provident Fund, Employees'' State Insurance, Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax and Sales Tax dues were in arrears as at 31 December 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, the following dues of Sales Tax have not been deposited with the appropriate authorities onaccount of disputes.

Name of the statute Nature of the dues Amount Period to which Forum where the (Rs.000) the amount relates dispute is pending

Works Contract Differential rate 2,768 1987-1988 to Commercial Tax Officer, Tax under Kerala of tax 1993-1994 Emakulam General Sales tax Act, 1963

Works Contract Differential rate 34 1997-1998 Commercial Tax Officer, Tax under Kerala of tax Emakulam General Sales tax Act

Works Contract Differential rate 74 1998-1999 Commercial Tax Officer, Tax under Kerala of tax Emakulam General Sales tax Act

Central Sales Non submission 500 1998-1999 to Commercial Tax Officer, Tax, 1956 of E-1 Form 2002-2003 Kolkata

West Bengal Sales Non submission 125 1998-1999 to Commercial Tax Officer, Tax Act, 1994 of E-1 Form 2002-2003 Kolkata

Works Contract Chargeable of 6,581 1987-1988 to Deputy Commissioner Tax under UP State sales tax 1997-1998 UP Trade Tax Tribunal, Trade Tax Act, 1948 Lucknow

10. The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has not incurred cash losses in the current financial year but has incurred cash loss during the preceding financial year.

11. The Company did not have any outstanding dues to any financial institution, banks or debenture-holders during the year.

12. The Company has not granted any loans or advances on the basis of security byway of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have been used for long-term purpose amounting to Rs. 22,536,718.

18. The Company has not made any preferential allotment of shares to companies/firms/other parties covered in the register maintained under Section 301 oftheAct.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. 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.

For B S R & Co.

Firm Registration No. 101248W

Chartered Accountants

Juzer Miyajiwala

Place: Pune Partner

Date: 16 February 2013 Membership No: 047483

---

Dec 31, 2011

We have audited the attached Balance Sheet of Mather and Piatt Fire Systems Limited ('the Company') as at 31 December 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company 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.

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.

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

2. Further to our comments in the Annexure referred in paragraph 1 above, we report that:

(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, 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, 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 Act, to the extent applicable;

(e) on the basis of written representations received from the directors as on 31 December 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as at 31 December 2011 from being appointed as a director under clause (g) of sub-section (1) of Section 274 of the Act; and

(f) 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 the Act, 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 31 December 2011;

(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.

Annexure to the Auditors' Report - 31 December 2011

[Referred to in paragraph 1 of the Auditors' Report to the Members of Mather and Piatt Fire Systems Limited ('the Company') on the financial statements for the year ended 31 December 2011]

We report as follows:

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

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off any of its fixed assets during the year. Accordingly, provisions of clause 4(i)(c) of the Order are not applicable to the Company.

2. The Company does not hold any physical inventory as at the end of the year. Accordingly provisions of clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act. N

4. The Company has not purchased any inventory or fixed assets and there were no sales or services rendered during the year. Accordingly, provisions of clause 4(iv) of the Order are not applicable to the Company.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Act. Accordingly, paragraph 5(b) of the Order is not applicable.

6. The Company has not accepted any deposits from the public.

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

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Act, for any of the products manufactured/services rendered by the Company.

9. a) According to the information and explanations given to us and oh the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Sales Tax, Provident Fund, Employees' State Insurance, Investor Education and Protection Fund and other material statutory dues have been regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Excise Duty, Service Tax, Sales Tax, Investor Education and Protection Fund and other material statutory dues were in arrears as at 31 December 2011 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, the following dues of Sales Tax and Employees' State Insurance have not been deposited with the appropriate authorities on account of disputes.

Name of the statute Nature of the dues Amount (Rs' 000)

Works Contract Differential 2,768 Tax under Kerala rate of tax . General Sales tax Act, 1963

Works Contract Differential 34 Tax under Kerala rate of tax General Sales tax Act.1963

Works Contract Differential 74 Tax under Kerala rate of tax General Sales tax Act

Central Sales Non submission 500 Tax, 1956of E-1 Form

West Bengal Non submission 125 Sales Tax Act, of E-1 Form 1994

Works Contract Chargeable of 6,581 Tax under U P State sales tax Trade Tax Act, 1948

The Employee's Branch considered 120 State Insurance as Commercial Act, 1948 establishment



Name of the Status Period to which Forum where the the amount relates dispute is pending

Work Contract 1987-1988 Commercial Tax Officer, Tax Under Kerala to 1993-1994 Emakulam General Sales Tax Act, 1963

Work Contract 1997-1998 Commercial Tax Officer, Tax under Kerala General Sales Tax Act Emakulam

Work Contract 1998-1999 Commercial Tax Officer, Tax under kerala General Sales Tax Tax Emakulam

Central Sales 1998-1999 to Commercial Tax Officer, Tax 1956 2002-2003 Kolkata

West Bengal 1998-1999 to Commercial Tax Officer, Sales Tax Act, 1994 2002-2003 Kolkata

Work contrast 1987-1988 to Deputy Commissioner Tax under U P Trade Tax 1997-1998 UP Trade Tax Tribunal, ACT. 1948 Lucknow

The Employee's - E. S. I. Corporation, State Insurance Kolkata Act, 1948

10. The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution, banks or debenture-holders during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/firms/other parties covered in the register maintained under Section 301 of the Act.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. 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.

For B S R &Co.

. Firm Registration No. 101248W

Chartered Accountants

Place : Pune Juzer Miyajiwala

Date : 11 February 2012 Partner

Membership No: 047483

---

Dec 31, 2010

We have audited the attached Balance Sheet of Mather and Piatt Fire Systems Limited (the Company) as at 31 December 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

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

2. Further to our comments in the Annexure referred in paragraph 1 above, we report that:

(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, 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, 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 Act, to the extent applicable;

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

(f) 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 the Act, 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 31 December 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.

Annexure to the Auditors Report - 31 December 2010 [Referred to in paragraph 1 of the Auditors Report to the Members of Mather and Piatt Fire Systems Limited (the Company) on the financial statements for the year ended 31 December 2010]

We report as follows:

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

(b) The Company has a regular program of physical verification of its fixed assets by which all fixed assets are verified annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has not disposed off any of its fixed assets during the year. Accordingly, provisions of clause 4(i)(c) of the Order are not applicable to the Company.

2. The Company does not hold any physical inventory as at the end of the year. Accordingly provisions of clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained .under Section 301 of the Act.

4. The Company has not purchased any inventory or fixed assets and there were no sales or services rendered during the year. Accordingly, provisions of clause 4(iv) of the Order are not applicable to the Company.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Act. Accordingly, paragraph 5(b) of the Order is not applicable.

6. The Company has not accepted any deposits from the public.

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

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Act, for any of the products manufactured/services rendered by the Company.

9. a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Sales Tax, Provident Fund, Employees State Insurance, Investor Education and Protection Fund and other material statutory dues have been regularly deposited by the Company with the appropriate authorities. There were no dues on account of Cess under Section 441A of the Act, since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Excise Duty, Service Tax, Sales Tax, Investor Education and Protection Fund and other material statutory dues were in arrears as at 31 December 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Sales Tax and . Employees State Insurance have not been deposited with the appropriate authorities on account of disputes.

Name of the statute Nature of the dues Amount (Rs 000)

Works Contract Differential rate 2,768 Tax under Kerala of tax General Sales tax Act, 1963

Works Contract Differential rate 34 Tax under Kerala of tax General Sales tax Act, 1963

Works Contract Differential rate 74 Tax under Kerala of tax General Sales tax Act, 1963

Central Sales Non submission 500 Tax, 1956of E-1 Form

West Bengal Sales Non submission 125 Tax Act, 1994_of E-1 Form

Works Contract Chargeable of 6,581 Tax under U P State sales tax Trade Tax Act, 1948

The Employees Branch considered 120 State -Insurance as Commercial Act, 1948 establishment

Name of the Statue Period to which Forum where the the amount relates dispute is pending

Works Contract Tax under Kerala General Sales tax Act, 1963 1987-1988 Commercial Tax Officer, to 1993-1994 Ernakulam

Works Contract Tax under Kerala General Sales tax Act, 1963 1997-1998 Commercial Tax Officer Ernakulam

Works Contract Tax under Kerala General Sales tax Act, 1963 1998-1999 Commercial Tax Officer Ernakulam

Central Sales Tax, 1956 1998-1999 to Commercial Tax Officer 2002-2003 Kolkata

West Bengal Sales Tax Act, 1994 1998-1999 to Commercial Tax Officer 2002-2003 Kolkata

Works Contract Tax under U P Trade Tax Act, 1948 1987-1988 to Deputy Commissioner 1997-1998 UP Trade Tax Tribunal, Lucknow

The Employees State -Insurance Act, 1948 - E. S. I. Corporation, Kolkata

10. The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution, banks or debenture-holders during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/firms/other parties covered in the register maintained under Section 301 of the Act.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. 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.

For BSR and Co.

Chartered Accountants Firm Reg. No.: 128510W

Vijay Mathur

Partner Membership No.: 046476

Place : Pune

Date : 26 February 2011

---

Dec 31, 2009

We have audited the attached Balance Sheet of Mather and Piatt Fire Systems Limited (the Company) as at 31 December 2009 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

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

2. Further to our comments in the Annexure referred in paragraph 1 above, we report that:

(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, 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, 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 Act, to the extent applicable;

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

(f) 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 the Act, 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 31 December 2009;

(ii) in the case of the Profit and Loss Account, of the profit 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.

Annexure to the Auditors Report

[Referred to in paragraph 1 of the Auditors Report to the Members of Mather and Piatt Fire Systems Limited (the Company) on the financial statements for the year ended 31 December 2009]

We report as follows: 1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified annually. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has disposed off a major part of its fixed assets on account of fully depreciated assets being written off. In our opinion and according to the information and explanations given to us, the aforesaid disposal has not affected the going concern assumption.

2. (a) The inventory in possession during the year comprised of stock lying with third parties, therefore no physical verification was carried out.

(b) The Company does not hold any physical inventories at the year end hence paragraph 4(ii) of the Order is not applicable.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the actual stocks and the book records have been dealt with in the books of accounts.

3. The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories. There has been no purchase of fixed assets and sales or services rendered during the year. We have not observed any major weakness in the internal control system during the course of the audit.

5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Act. Accordingly, paragraph 5(b) of the Order is not applicable.

6. The Company has not accepted any deposits from the public.

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

8. In our opinion and according to information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Act, for any of the products manufactured/services rendered by the Company.

9. a) According to the information and explanations

given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Sales Tax, Provident Fund, Employees State Insurance, Investor Education and Protection Fund and other material statutory dues have been regularly deposited by the Company with the appropriate authorities. There were no dues on account of Cess under Section 441A of the Act, since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Excise Duty, Service Tax, Sales Tax, Investor Education and Protection Fund and other material statutory dues were in arrears as at 31 December 2009 for a period of more than six months from the date they became payable.

b) According to the information and explanations . given to us, there are no dues of Income Tax, Sales Tax, Service Tax and Excise Duty which has not been deposited with the appropriate authorities on account of disputes other than those mentioned below.

Name of the statute Nature of the dues Amount Period to which (Rs 000) the amount relates

Works Contract Tax Differential rate of tax 2,768 1987-1988 to under Kerala General 1993-1994 Sales tax Act, 1963

Works Contract Tax Differential rate of tax 34 1997-1998 under Kerala General Sales tax Act

Works Contract Tax Differential rate of tax 74 1998-1999 under Kerala General Sales tax Act

Central Sales Tax, Non submission of 500 1998-1999 to 1956 E-1 Form 2002-2003

West Bengal Sales Non submission of 125 1998-1999 to Tax Act, 1994 E-1 Form 2002-2003

Works Contract Tax Chargeable of State 6,581 1987-1988 to under U P Trade Tax sales tax 1997-1998 Act, 1948

The Employees State Branch considered 120 -- Insurance Act, 1948 as Commercial establishment



Name of the Forum where the Statue dispute is pending

Works Contract Tax under Kerala General Sales tax Act, 1963 Commercial Tax Officer, Ernakulam

Works Contract Tax under Kerala General Sales tax Act Commercial Tax Officer, Ernakulam

Works Contract Tax under Kerala General Sales tax Act Commercial Tax Officer, Ernakulam

Central Sales Tax, 1956 Commercial Tax Officer, Kolkata

West Bengal Sales Tax Act, 1994 Commercial Tax Officer, Kolkata

Works Contract Tax under U P Trade Tax Act, 1948 Deputy Commissioner UP Trade Tax Tribunal, Lucknow

The Employees State Insurance Act, 1948 E. S. I. Corporation, Kolkata

10. The accumulated losses of the Company have exceeded 50% of its net worth at the end of the financial year. The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial institution, banks or debenture-holders during the year.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company did not have any term loans outstanding during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Act.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. 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.

For B S R and Co. Chartered Accountants

Place : Pune Vijay Mathur

Date : 27 February 2010 Partner

Membership No.: 046476

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Mar 31, 2003

1. We have audited the attached Balance Sheet of MATHER AND PLATT FIRE SYSTEMS LIMITED as at 31st March, 2003 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the 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 Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 (hereinafter referred to as the "Act"), we annex hereto 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, we report that:

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 it appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account;

d) We are unable to express an opinion as to the extent of recoverability / readability of certain overdue debtors of Rs. 11,283,000, overdue advances / deposits of Rs. 6,499,746 and slow moving inventories of Rs.3,811,000. No provision for the loss (presently not determinable) has been considered necessary at this stage by the management in view of the measures taken for recoverability / readability as referred to in Note No.4 in Schedule P of financial statements;

e) In our opini6n, the Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report have been prepared in compliance of Section 211 (3C) of the Act, to the extent applicable;

f) Ms. Komal Chhabria Wazir was appointed as Director of the Company on 27lh November, 2001 as a permanent Director not liable to retire by rotation. However, she is a Director of another public company which, being a "sick company" within the meaning of the Sick industrial Companies (Special Provisions) Act, 1985 is before the Board for Industrial and Financial Reconstruction and pending the finalisation of an acceptable scheme for its rehabilitation, has unpaid deposits and interest thereon, unredeemed debentures after the due date of redemption as also dividends that have remained unpaid. Save as above, on the basis of written representations received from the directors as on 31st March, 2003 and taken on record by the Board of Directors, none of the other Directors is disqualified from being appointed as a Director in terms of Section 274(1)(g) of the Act.

g) In our opinion and to the best of our information and according to the explanations given to us, subject to what is stated in para d above the said accounts read together with "Significant Accounting Policies and Notes on Accounts" in Schedule P and other notes appearing elsewhere in the accounts, particularly note 8 in the said Schedule regarding the management perception for accounting of deferred tax asset and note 11 regarding the transactions being continued in the name of Mather and Platt (India) Limited post demerger give the information required by the Act 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, 2003;

ii) in the case of the Profit and Loss Account, of the loss 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.

ANNEXURE TO THE AUDITORS REPORT

REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF MATHER AND PLATT FIRE SYSTEMS LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2003 On the basis of such checks as we considered appropriate and according to the information and explanations given to us, we state that:

1. The Company has generally maintained records showing the full particulars including the quantitative details and situation of fixed assets. There is a programme of verification designed to cover all the fixed assets at least once in three years. The frequency of verification is considered reasonable, having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a physical verification was conducted and the discrepancies noticed between the book records and physical assets were not material.

2. None of the fixed assets have been revalued during the year.

3. The stocks of finished goods, raw materials and components, stores & spares and loose tools have been physically verified by the management at reasonable intervals during the year.

Stocks in possession and custody of third parties have been verified with reference to confirmations or statements of account or correspondence with third parties and subsequent receipt of goods.

4. In our opinion, the procedures of physical verification of above referred stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. There were no material discrepancies noticed on physical verification of stocks referred to above as compared to book records and the same have been properly dealt with in the books of account.

6. In our opinion and on the basis of our examination of the stock records, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. In our opinion, the rate of interest and other terms and conditions of loans taken from companies and parties listed in the register maintained under Section 301 of the Act and/ or from the companies under the same management as defined under Section 370 (1-B) (non-operative) of the Act, are prima facie, not prejudicial to the interest of the Company. The Company has not taken any loan from firms and other parties listed in the said register.

8. The Company has not granted any loan to the companies, firms or other parties listed in the register maintained under Section 301 of the Act and /or to the companies under the same management as defined under Section 370 (1 -B) (non operative) of the Act.

9. The parties to whom loans and advances in the nature of loans have been given by the Company are generally repaying the principal amounts as stipulated from time to time and are also regular in payment of interest, wherever applicable.

10. In our opinion and according to the information and explanations given to us, having regard to the explanations that in certain cases of purchases where the items are of special nature and hence, quotations are not invited, there is an adequate internal control procedure commensurate with the size of the Company and nature of its business for purchase of stores, raw materials including components,

• plant and machinery, equipment and other assets and for the sale of goods.

11. In our opinion and according to the information and explanations given to us, there are transactions for purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and aggregating during the year to Rs. 50,000 or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices of such goods, materials or services or the prices at which transactions for similar goods, materials or services have been made with other parties, wherever applicable.

12. In our opinion and according to the information and explanations given to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods and adequate provision has been made in the accounts for the loss arising on the items so determined.

13. The Company has not accepted any deposits within the meaning of Section 58A of the Act.

14. In our opinion, the Company has maintained reasonable records for sale and disposal of realizable scrap. The Company does not have any by-product.

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

16. As informed, Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Act, in respect of the activities of the Company.

17. The Company has generally been regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities.

18. Except for the Sales Tax including Work Contract Tax amounting to Rs.8,03,598 excluding interest, wherever applicable, there were no undisputed amounts payable in respect of Income tax, Wealth tax, Customs duty and Excise duty outstanding for a period of more than six months as at the end of the year.

19. On the basis of our examination of the books of account in accordance with the generally accepted auditing practices, the vouchers examined by us on test check basis, based on review of the Companys internal control system for authorizing and booking of payments and according to the information and explanations given to us and in our opinion and to the best of our knowledge and belief, we have not come across any personal expenses other than those payable under contractual obligations with the Companys employees/ directors and/or generally accepted business practices which have been charged to revenue account.

20. As explained, the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable to the Company.

21. In respect of service activities of the Company :

(a) The Company has a reasonable system of recording receipts, issues and consumption of components and allocating components consumed to the relative jobs, commensurate with its size and nature of its business;

(b) The Company has a reasonable system, commensurate with the size of the Company and the nature of its business, which provides for reasonable allocation of man-hours consumed to the relative jobs ;

(c) There is a reasonable system of authorization at appropriate levels and an adequate system of internal control commensurate with the size of the Company and the nature of its business, for issue of components and allocation thereof and man-hours consumed to/in the jobs.

22. In respect of Companys trading activities we are informed . that there are no damaged goods.

For LODHA & COMPANY

Chartered Accountants

R. P. BARADIYA

Partner

Mumbai,

30th June, 2003.

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Mar 31, 2002

1. We have audited the attached Balance Sheet of MATHER AND PLATT FIRE SYSTEMS LIMITED as at 31st March, 2002 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the 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 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 Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 (hereinafter referred to as the "Act"), we annex hereto 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, we report that:

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 it appears from our examination of those books;

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report have been prepared in compliance of Section 211 (3C) of the Act, to the extent applicable;

e) Ms. Komal Chhabria Wazir was appointed as a Director of the Company on 27th November 2001 as a person not liable to retire by rotation. However, she is a Director of another public company which, being a "sick company" within the meaning of the Sick Industrial Companies (Special Provisions) Act, 1985 is before the Board for Industrial and Financial Reconstruction and pending the finalisation of an acceptable scheme for its rehabilitation, has unpaid deposits and interest thereon, unredeemed debentures after the due date of redemption as also dividends that have remained unpaid. As far as other Directors are concerned, on the basis of written representations received from them and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2002 from being appointed as a Director in terms Section 274(1)(g) of the Act;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with Significant Accounting Policies and Notes on Accounts in Schedule O and other notes appearing elsewhere in the accounts give the information required by the Act 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, 2002; and

ii) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF MATHER AND PLATT FIRE SYSTEMS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2002

On the basis of such checks as we considered appropriate and according to the information and explanations given to us, we state that:

1. The Company has generally maintained records showing the particulars including the quantitative details and situation of fixed assets, and in view of the demerger being effective during the year, the same are under segregation amongst different demerged Companies. There is a programme of verification designed to cover all the fixed assets at least once in three years. The frequency of verification is considered reasonable, having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a physical verification was conducted and no material discrepancies were noticed between the book records and physical assets.

2. None of the fixed assets have been revalued during the year.

3. The stocks of finished goods, raw materials and components, stores & spares and loose tools have been physically verified by the management at reasonable intervals during the year. Stocks in possession and custody of third parties have been verified with reference to confirmations or statements of account or correspondence with third parties and subsequent receipt of goods.

4. In our opinion, the procedures of physical verification of above referred stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. There were no material discrepancies noticed on physical verification of stocks referred to above as compared to book records and the same have been properly dealt with in the books of account.

6. In our opinion and on the basis of our examination of the stock records, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. In our opinion, the rate of interest and other terms and conditions of loans taken from companies and parties listed in the register maintained under Section 301 of the Act and /or from the companies under the same management as defined under Section 370 (1B) (non-operative) of the Act, are prima facie, not prejudicial to the interest of the Company. The Company has not taken any loan from firms and other parties listed in the said register.

8. The Company has not granted any loan to the companies, firms or other parties listed in the register maintained under Section 301 of the Act and /or to the companies under the same management as defined under Section 370 (1B) (non operative) of the Act.

9. The parties to whom loans and advances in the nature of loans have been given by the Company are generally repaying the principal amounts as stipulated from time to time and are also regular in payment of interest, wherever applicable.

10. In our opinion and according to the information and explanations given to us, having regard to the explanations that in certain cases of purchases where the items are of special nature and hence, quotations are not invited, there is an adequate internal control procedure commensurate with the size of the Company and nature of its business for purchase of stores, raw materials including components, plant and machinery, equipment and other assets and for the sale of goods.

11. In our opinion and according to the information and explanations given to us, there are no transactions for purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act and aggregating during the year to Rs. 50,000 or more in respect of each party.

12. In our opinion and according to the information and explanations given to us, the Company has a regular procedure for the determination of unserviceable or damaged stores, raw materials and finished goods and adequate provision has been made in the accounts for the loss arising on the items so determined.

13. The Company has not accepted any deposits within the meaning of Section 58A of the Act.

14. In our opinion, the Company has maintained reasonable records for sale and disposal of realisable scrap. The Company does not have any by-product.

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

16. As informed, Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Act, in respect of the activities of the Company.

17. The Company has generally been regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities.

18. Except for the Sales Tax including Work Contract Tax amounting to Rs.8,56,180, there were no undisputed amounts payable in respect of Income tax, Wealth tax, Customs duty and Excise duty outstanding for a period of more than six months as at the end of the year.

19. On the basis of our examination of the books of account in accordance with the generally accepted auditing practices, the vouchers examined by us on test check basis, based on review of the Companys internal control system for authorising and booking of payments and according to the information and explanations given to us and in our opinion and to the best of our knowledge and belief, we have not come across any personal expenses other than those payable under contractual obligations with the Companys employees/ directors and/or generally accepted business practices which have been charged to revenue account.

20. The Company is not a sick industrial company within the meaning of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. In respect of service activities of the Company :

(a) The Company has a reasonable system of recording receipts, issues and consumption of components and allocating components consumed to the relative jobs, commensurate with its size and nature of its business;

(b) The Company has a reasonable system, commensurate with the size of the Company and the nature of its business, which provides for reasonable allocation of man-hours consumed to the relative jobs;

(c) There is a reasonable system of authorisation at appropriate levels and an adequate system of internal control commensurate with the size of the Company and the nature of its business, for issue of components and allocation thereof and man-hours consumed to / in the jobs.

For LODHA & COMPANY Chartered Accountants

N. KISHORE BAFNA

Partner

Mumbai,

Date: 29th June,2002