Directors Report of MPF Systems Ltd.

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your
Company (“the Company”), along with the Standalone Audited Financial Statements, for the
Financial Year ended on 31^st March, 2024.

1. SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

The Company''s financial performance for the year ended on 31^st March, 2024 is summarized
below:

Standalone (Rs. In Lakhs)

PARTICULARS	31/03/2024	31/03/2023
Total Income	32,54,516.12	8,75,149.98
Total Expenditure	36,43,922.78	17,60,216.02
Profit Before Interest and depreciation	(3,89,406.66)	(8,85,066.04)
Less: Depreciation	-	-
Interest	-	-
Tax	-	-
Net Profit/(Loss) After Tax	(3,89,406.66)	(8,85,066.04)

2. OPERATIONAL PERFORMACE:

Income of the company from operations is Rs. 7,00,000/- and Net Profit/(Loss) After Tax is
Rs. (3,89,406.66) f or the year ended on 31^st March, 2024.

3. TRANSFER TO RESERVES:

4. DIVIDEND:

For the Financial Year 2023-24, based on the Company''s performance, the Board of
Directors have not recommended any dividend.

5. DEPOSITS:

The company has not accepted/renewed deposits within the meaning of Section 73 of the
Companies Act, 2013 and rules made there under from public or from the shareholders
during the period under review.

6. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in
a separate Annexure-I forming part of the Annual Report.

7. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our corporate governance practices to ensure
that we achieve and will retain the trust of our stakeholders at all times. Corporate
governance is about maximizing shareholder value legally, ethically and sustainably. Our
Board exercises its fiduciary responsibilities in the widest sense of the term. We also
endeavor to enhance long-term shareholder value and respect minority rights in all our
business decisions. A separate Report on Corporate Governance is annexed as Annexure-II
here to forming part of this report together

As our company has been listed on Platform of Bombay Stock Exchange Limited (BSE), by
virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D
and E of Schedule V are not applicable to the company.

However, as a Good Secretarial Practice of the Company voluntarily maintains the Corporate
Governance Report every year.

8. Corporate Insolvency Resolution Process (CIRP):

A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of the
Insolvency and Bankruptcy Code, 2016 was filed by Rover Finance Limited (Financial Creditor)
has been admitted against the Company vide Honorable National Company Law Tribunal,
Mumbai bench order dated 08/11/2023 and Mr. Raghunath Bhandari has been appointed as
IRP/RP by NCLT, Mumbai Bench under Section 13(1) (c) of the Insolvency and Bankruptcy Code,
2016. As a part of CIRP, financial and operational creditors were called upon to submit their
claims to the IRP on or before 24^th November, 2023, being the last date of submission. Pursuant
to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of
Schedule III of LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and
Regulation 36A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016,
the Invitation for Expression of Interest in Form - G was published on 09^th January, 2024.
Subsequently in the CoC Meeting the Resolution plan was approved by the committee.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year, your Company has not changed its business or object and continues to be in
the same line of business as per main object of the Company.

10. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OFTHECOMPANY:

During the year under review, there were no material changes and commitments affecting
the financial position of the Company. The finalization of the resolution plan pending for COC
Approval.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed company
shall have at least one-third of the total number of directors as independent directors. The
Board of the Company to comply with the aforesaid requirements

As per the Section 149(10) of the Companies Act, 2013 provides that independent director
shall hold office for a term of upto five consecutive years on the Board of the Company.
Further, according to the Section 149(11) of the Companies Act, 2013, no independent
director shall be eligible for appointment for more than two consecutive terms of five years.
Sub-section (13) states that the provisions of retirement by rotation as defined in Sub¬
sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

Presently due to IB proceedings the Board has been suspended.

12. NUMBER OF MEETINGS:

During the year, the company was under CIRP and following Meetings were held during the CIRP
period:

Sr. No	Date of Meetings	Type of Meeting
1	10/05/2023	Board Meeting
2	22/06/2023	Board Meeting
3	10/08/2023	Board Meeting
4	07/11/2023	Board Meeting
5	11/12/2023	CoC Meeting
6	04/01/2024	CoC Meeting
7	10/02/2024	CoC Meeting
8	22/02/2024	CoC Meeting
9	21/03/2024	CoC Meeting
10	28/03/2024	CoC Meeting

13. INDEPENDENT DIRECTORS'' DECLARATION:

The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
They are not promoters of the Company or its holding, subsidiary or associate company;

They are not related to promoters or directors in the company, its holding, subsidiary or
associate company.

The independent Directors have /had no pecuniary relationship with company, its holding,
subsidiary or associate company , or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;

None of the relatives of the Independent Director has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower,
during the two immediately preceding financial years or during the current financial year;

Independent Director, neither himself nor any of his relatives holds or has held the position
of a key managerial personnel or is or has been employee of the company or its holding,
subsidiary or associate company in any of the three financial years immediately preceding
the financial year in which he is proposed to be appointed; is or has been an employee or
proprietor or a partner, in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed, of a firm of auditors or company
secretaries in practice or cost auditors of the company or its holding, subsidiary or associate
company; or any legal or a consulting firm that has or had any transaction with the
company, its holding, subsidiary or associate company amounting to ten percent or more of
the gross turnover of such firm;

Holds together with his relatives two percent. or more of the total voting power of the
company; or is a Chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five percent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that holds
two percent or more of the total voting power of the company;

Independent Director possesses such qualifications as may be directed by the Board. The
Company & the Independent Directors shall abide by the provisions specified in Schedule IV
of the Companies Act, 2013.

14. COMMITTEES OF THE BOARD:

Before the Initiation of CIRP the Board has Four Committees:

(1) Audit Committee,

(2) Nomination and Remuneration Committee,

(3) StakeholdersRelationship Committee,

(4) Shares Transfer Committee,

A detailed note on the Board and its Committees is provided under the Corporate Governance
Report that forms part ofthis Annual Report.

After the Initiation of the CIRP proceedings against the company the powers of the board were
suspended. Further for the compliance with the corporate Governance provisions as specified in
regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E
of Schedule V are not applicable to the company. Hence the committee meetings were not
conducted after CIRP

15. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS''
RELATIONSHIPCOMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a
Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note
on the composition of the Committees is provided in the corporate governance report
section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to
becomeIndependent Director (ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013
readwith Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading
policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to
contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other
meetings of the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of
the company at the Annual General Meeting.

16. RESOLUTION PROFESSIONAL/DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the

Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31^st March,
2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit and loss of the Company for the year
under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31^st
March 2023 on a ''going concern'' basis.

(v) The internal financial controls are laid and have been followed by the company
and that such controls are adequate and are operating effectively. Such controls
means controls and policies and procedures adopted and adhered by the
company for orderly and efficient conduct of the business for safeguarding
assets, prevention and detection of frauds and errors and maintenance of
accounting records and preparation of financial statements and review its
efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has

implemented avigil mechanism named Whistle Blower Policy to deal with instance of fraud

and mismanagement, if any, instaying true to our values of Strength, Performance and

Passion and in line with our vision of being one of the most respected companies in India, the

Company is committed to the high standards of Corporate Governance and stakeholder
responsibility.

A Committee has been constituted which looks into the complaints raised. The Committee
reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination will be
meted out to any person for a genuinely raised concern.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company''s policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit observations
and recommendations along with corrective actions thereon are presented to Board.

19. INTERNAL AUDITOR:

The Committee of Creditors appointed Mr. Manas Dash, Chartered Accountant as an Internal
Auditor for FY 2024-2025.

20. STATUTORY AUDITORS:

Pursuant 139, 142 of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 and pursuant to the recommendation made by the Audit Committee to the Board
of Directors, M/s PAMS & Associates, Chartered Accountants, having registration no.
316079E are appointed as Auditors of the Company who shall hold office from the
conclusion of 28^th Annual General Meeting for a term of 5 consecutive years till conclusion of
the 33^rd Annual General Meeting to be held in the calendar year 2026 and that the Board of
Directors be and is hereby authorized to fix such remuneration as may be determined by the
Audit Committee in consultation with the Auditors, and that such remuneration may be paid
on a progressive billing basis in addition to reimbursement of all out-of- pocket expenses as
may be incurred in connection with the audit of the accounts of the Company.

The requirement for the annual ratification of auditors'' appointment at the AGM has been
omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018.

21. AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on
relevant notes on accounts are self-explanatory and do not call for any comments under
section 134 of the companies Act, 2013.

22. SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Saroj Panda, Company Secretary in Practice was appointed to conduct the secretarial

audit of the Company for the financial year 2024-25, as required under Section 204 of the
Companies Act, 2013 and Rules there under. The Secretarial Audit Report for F.Y. 2023-24 is
Annexure-HI to this Board''s Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The details of Conversion of Energy, Technology Absorption are not applicable in the case of
the company. However, the company took adequate steps to conserve the energy and used
the latest technology.

During the year under review there were no foreign Exchange Earnings. The Foreign
Exchange outgo is Nil.

24. RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of
identification and monitoring of such transactions. All the transactions that were entered
into during the financial year were on arm''s length basis and were in the ordinary course of
business.

The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto shall be disclosed in
the Form AOC - 2 Annexed herewith as “Annexure IV” to this Report.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans, Guarantees and Investments covered under Section 186 of the Companies
Act, 2013.

26. EXTRACT OF ANNUAL RETURNS:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of
the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act
read with Rule 11 of the Companies (Management and Administration) Rules, 2014, is
available on the Company''s website and can be accessed at the web-link: www.mpfsl. co.in.

27. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.

28. CORPORATE SOCIAL RESPONSIBILITY:

As per the Companies Act, 2013 all companies having net worth of 500 crore or more or
turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any
financial year are required to constitute a appropriate corporate social responsibility (CSR)
Committee of the Board of Directors comprising three (3) or more directors, at least one of
whom an independent director and such company shall spend at least 2% of the average net
profits of the Company''s three immediately preceding financial year.

The Company presently does not with any of the criteria stated herein above. Hence, the
provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to your Company.

29. BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

30. ACKNOWLEDGMENTS:

Your Directors'' convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable
teamwork, high degree of professionalism and enthusiastic effort displayed by them during
the year.

By Order of the Resolution
Professional

Sd/-

Raghunath Bhandari

IP Registration no; IBBI/IPA-002/IP-

N01023/2020-2021/13276

Date: 06-09-2024
Place: Mumbai

E-mail Address: [e-mail]
Website: https://www.mpfsl.co.in

Registered Office: By Order of the Resolution Professional

Godown No. Unite No. B

136,Ansa Industrial Estate, sd/-

Saki Vihar Road, Poonam Sharma

Andheri, Mumbai - 400072. Company Secretary ACS A47218

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Dec 31, 2014

Dear members,

The directors are pleased to present the 22nd Annual report of the Company together with the Audited Financial Statements for the financial year ended 31 December, 2014.

Summarized Financial Results

(Million INR) Year ended

Particulars 31st Dec 2014 31st Dec 2013

Sales & services 0

Operating Revenue & other Income 0.11 35.83

Profit/(Loss) before Interest, (4.98) 34.55 Depreciation and Tax

Less :Interest 0 0

Depreciation 0 0

Profit before Tax (4.98) 34.55

Provision for Income Tax :

Current Tax 0 6.92

Short provision of income tax with 0 0.64 respect to earlier years

Profit after Tax (4.98) 26.98

Balance Profit / (Loss) brought (29.56) (56.54) forward from previous year

Balance in Statement of Profit & Loss (34.54) (29.56)

Net Surplus in the Statement of (34.54) (29.56) Profit & Loss

Review of Operations

The Company has not carried out any operations during the financial year under review.

Dividend

In view of the accumulated losses your directors do not recommend any dividend .

Directors

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Bijay Kumar Dokania (DIN 00570916), who vacates his office on the date of Annual General Meeting and offers himself for reappointment.

Mr. Shailendra Kumar Patni (DIN 05281098) who vacates his office on the date of Annual General Meeting and offers himself for reappointment.

Mr. Mukesh Sarswat (DIN 05340062), an additional Director who vacates his office on the date of Annual General Meeting and offers himself for reappointment.

Mr. Arvind Kumar Maurya (DIN 06923706), an Additional Director who vacates his office on the date of Annual General Meeting and offers himself for reappointment.

Mrs. Kirti Mahadev Salvi (DIN 07141300), an Additional Director who vacates her office on the date of Annual General Meeting and offers herself for reappointment.

Ms. Pooja Jalan (DIN 06879482), an additional Director who vacates her office on the date of Annual General Meeting and offers herself for reappointment.

Mr. Rajesh Kumar Khetan (DIN 02659900) an Additional Director who vacates his office on the date of Annual General Meeting and offers himself for reappointment.

Mr. Hemant Walve has resigned from the Board with effective from 11''" August 2014 and he ceased to be a Director of the Company.

Mr. Kiran Malhotra has resigned from the Board with effective from 11''" August 2014 and he ceased to be a Director of the Company.

Mr. Bomi Daruwala has resigned from the Board with effective from 11th August 2014 and he ceased to be a Director of the Company.

Particulars of Employees

During the year under review the Company did not have any employee falling within the purview of Section 217(2AA) of the Companies Act.

Directors'' Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

In the preparation of annual accounts, the applicable a counting standards have been followed along with proper explanation relating to material departure ;

a. in the preparation of annual accounts, the applicable a counting standards have been followed alongwith proper explanation relating to material departure;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st December 2014 and of the profit of the Company for that financial year ;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Research and Development, Technology Absorption etc.

Since the company has not carried out any operations during the year under review, there is nothing significant to be mentioned under this head.

There is no foreign exchange earnings or outgo during the financial year under review

Corporate Governance Certificate

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure A.

Management Discussion and Analysis Report

The report on Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement is annexed hereto as

Annexure B

Auditors

M/s B S R & Co. LLP, Chartered Accountants, 701, 703, 7th Floor, Godgrej Castlemaine Next to Ruby hall Clinic Bund Garden road, Pune-411001 retires at the conclusion of the Annual General Meeting .The chairman informed the Board that it has been decided to appoint M/s. Kala Jain & Co,Chartered Accountants, 502, 5th Floor, Jolly Bhavan No 1,10, New Marine Lines, as auditors of the company in the coming Annual General Meeting subject to the approval of the shareholders in the place of the existing auditors.

The information and explanation with respect to the remarks in audit report is given hereunder Para 10 of the Annexure to the Audit Report;

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.

Listing

The equity shares of the Company are listed at The Bombay Stock Exchange Limited. Listing fees for the year 2014-15 has been paid to The Bombay Stock Exchange Limited. The Share holders of Pune Stock Exchange in their Annual General Meeting dated September 28th, 2013 had applied for voluntarily surrender of recognition and exit as Pune stock exchange as per SEBI Circular dated 30th May, 2012 and the SEBI allowed the exit of Pune Stock Exchange as a stock exchange via its order no. WTM/RKA/MRD/28/2015 dated 13th April, 2015.

Acknowledgement

Your Directors convey their sincere gratitude to the Customers, Shareholders, Creditors, Government and Statutory Authorities, Banks and Employees for the continued support to the Company.

For and on behalf of the Board of Directors

Arvind Kumar Maurya Bijay kumar Dokania (DIN No.: 06923706) (DIN No.:00570916) Director Director

Place: Pune Date : 3rd June 2015

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Dec 31, 2013

Dear members,

The directors are pleased to present the 21st Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31s December 2013.

Summarized Financial Results

(Million INR) Year ended

Particulars 31st Dec. 2013 31st Dec. 2012

Sales & Services 0 0

Operating Revenue & Other Income 35.83 9.80

Profit / (Loss) before Interest, 34.55 7.67

Depreciation and Tax

Less: Interest 0 0

Depreciation 0 0

Profit before Tax 34.55 7.67

Provision for Income Tax:

Current Tax 6.92 0

Short provision of income tax with 0.64

respect to earlier years 0

Profit after Tax 26.98 7.67

Balance Profit / (Loss) brought (56.54) (64.21)

forward from previous year

Balance in Statement of Profits Loss (29.56) (56.54)

Net Surplus in the Statement of Profit (29.56) (56.54) & Loss

Review of Operations

The Company has not carried out any operations during the financial year under review.

Dividend

In view of trie accumulated losses your directors do not recommend any dividend.

Change of Name

The Board of Directors of the Company, by a resolution passed by circulation on 7th February 2014, have decided to change the name of the Company from ''Mather and Piatt Fire Systems Limited'' to ''MPF Systems Limited'' and to seek consent of the shareholders to the said change of name, through Postal Ballot. The Board fixes 17th February 2014 as the last date for dispatch of notice, 19th March 2014 as the last date of receipt of postal ballot forms and 21st March 2014 as the date of declaration of result by the Chairman or any Director.

Further, the Board of Directors has also appointed Mr. Pradeep Purwar, Practising Company Secretary, to act as the scrutinizer, for conducting the postal ballot process.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Hemant Watve retire by rotation and being eligible, have offered himself for re-appointment at the ensuing Annual General Meeting.

Mr. Prakash Nene has resigned from the Board with effective from 7th January 2013 and he ceased to be a Director of the Company.

Ms. Jenny Guo has resigned from the Board with effective from 16th January 2013 and she ceased to be a Director of the Company.

Mr. Gilbert Faul has resigned from the Board with effective from 20th February 2013 and he ceased to be a Director of the Company.

Particulars of Employees

During the year under review the Company did not have any employee falling within the purview of Section 217(2AA) of the Companies Act. 1956. ,

Directors'' Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st December 2013 and of the profit of the Company for that financial year;

(c) the Directors have taken proper and sufficient care for the '' maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts-on a going concern basis.

Conservation of Energy, Research and Development, Technology Absorption etc.

Since the company has not carried out any operations during the year under review, there is nothing significant to be mentioned under this head.

There is no foreign exchange earnings or outgo during the financial year under review.

Corporate Governance

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure A.

Management Discussion and Analysis Report

The report on Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure B.

Auditors

M/s. B S R & Co,LLP, Chartered Accountants, auditors of the Company holds office till the conclusion of the 21st Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

During the year, BSR & Co. have communicated that their legal structure has changed from BSR& Co., a partnership firm to BSR & Co. LLP, Limited Liability Partnership under the provisions of the Limited Liability Partnership Act, 2008.

The Board of Directors recommends their re-appointment.

The information and explanation with respect to the remarks in audit report is given hereunder.

Para 10 of the Annexure to the Audit Report;

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.

Listing

The equity shares of the Company are listed at Bombay Stock Exchange Limited and Pune Stock Exchange Limited. Listing fees for the year 2013-2014 have been paid to both the Stock Exchanges.

Acknowledgement

Your Directors convey their sincere gratitude to the Customers, Shareholders, Creditors, Government and Statutory Authorities, Banks and Employees for the continued support to the Company

For and on behalf of the Board of Directors

Kiran Malhotra Hemant Watve

Director Director

Place: Pune

Date :28th February 2014

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Dec 31, 2012

Dear members,

The directors are pleased to present the 20th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31 December 2012.

Summarized Financial Results

(Million INR)

Year ended Year ended 31st Dec.2012 31st Dec.2011

Sales & Services 0 0

Operating Revenue & 9.80 1.55 Other Income

Profit/(Loss) before 7.67 0.01 Interest, Depreciation and Tax

Less: Interest 0 0.02

Depreciation 0 0

Profit before Tax 7.67 (0.01)

Provision for Income Tax:

Tax expense 0 0

Excess provision of income 0 (1.25) tax for earlier years written back

Profit after Tax 7.67 1.24

Balance Profit/ (Loss) brought (64.21) (65.45) forward from previous year

Balance in Profit & Loss (56.54) (64.21)

Net Accumulated Loss carried to (56.54) (64.21) Balance Sheet

Review of Operations

As in the previous year, the activities of the Company have been restricted merely to completing the existing projects and recovery of dues.

Dividend

In view of the accumulated, losses your directors do not recommend any dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kiran Malhotra and Mr. Bomi Daruwala retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

Ms. Jenny Guo has been appointed as Additional Director with effect from 28!h April 2012 and holds office upto the conclusion of the 20th Annual General Meeting. Ms. Jenny Guo has resigned from the Board with effective from 16th January 2013 and she ceased to be a Director of the Company with effect from 16,h January 2013. ,.

Mr. Prakash Nene has resigned from the Board with effect from 7th January 2013 and he ceased to be a Director of the Company with effect from 7th January 2013.

Particulars of Employees

During the year under review the Company did not have any employee falling within the purview of Section 217(2AA) of the Companies Act, 1956.

Directors''Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed aiongwith proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 December 2012 and of the profit of the Company for that financial year;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Research and Development, Technology Absorption etc.

Since the activities of the Company have been restricted merely to completing the existing projects and recovery of dues, there is nothing significant to be mentioned under this head. There is no foreign exchange earnings or outgo during the financial year under review.

Corporate Governance

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure A.

Management Discussion and Analysis Report

The report on Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure B.

Auditors

M/s. B S R & Co., Chartered Accountants, auditors of the Company holds office till the conclusion of the 20th" Annua! General Meeting and are eligible for re-appointment. The Company has received a certificate from the auditors to the effect that their re- appointment if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. The Board of Directors recommends their re-appointment. The information and explanation with respect to the remarks in audit report is given hereunder.

Para 10 of the Annexure to the AuditReport; 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.

Listing

The equity shares of the Company are listed at Bombay Stock Exchange Limited and Pune Stock Exchange Limited. Listing fees for the year 2012-2013 have been paid to both the Stock Exchanges.

Acknowledgement

Your Directors convey their sincere gratitude to the Customers, Shareholders, Creditors, Government and Statutory Authorities, Banks and Employees for the continued support to the Company.

For and on behalf of the Board of Directors

Bomi Daruwala Hemant Watve

Director Director

Place : Pune

Date : 16 February 2013

---

Dec 31, 2011

The directors are pleased to present the 19 Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31 December 2011.

Summarized Financial Results (Million INR) Year ended

31 Dec. 2011 31 Dec. 2010

Sales & Services 0 0

Other Income 1.55 10.38

Profit / (Loss) before Interest,

Depreciation and Tax 0.01 7.56

Less: Interest 0.02 0.13

Depreciation 0 0

Profit before Tax (0.01) 7.43

Provision for Income Tax:

Tax expense 0 1.44

Excess provision of income

tax for earlier years written back (1.25) 0

Profit after Tax 1.24 5.99

Balance Profit / (Loss) brought (65.45) (71.44) forward from previous year

Balance in Profit & Loss Account (64.21) (65.45) Net Accumulated Loss earned to

Balance Sheet (64.21) (65.45) Review of Operations

As in the previous year, the activities of the Company have been restricted merely to completing the existing projects and recovery of dues.

Dividend

In view of the accumulated losses your directors do not recommend any dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. Holger Krasmann and Mr. Gilbert Faull retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Hemant Watve has been appointed as Additional

Director with effect from 30 July 2011 and holds office up to the conclusion of the 19th Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956, from a member proposing the candidature of Mr. Hemant Watve for appointment as director liable to retire by rotation. The Board recommends his appointment.

Particulars of Employees

During the year under review the Company did not have any employee falling within the purview of Section 217(2AA) of the Companies Act, 1956.

Directors' Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 December 2011 and of the profit of the Company for that financial year;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Research and Development, Technology Absorption etc.

Since the activities of the Company have been restricted merely to completing the existing projects and recovery of ' dues, there is nothing significant to be mentioned under this head.

There is no foreign exchange earning or outgo during the financial year under review.

Corporate Governance

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure A

Management Discussion and Analysis Report

The report on Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure B.

Auditors

M/s. B S R & Co, Chartered Accountants, auditors of the Company holds office till the conclusion of the 19th Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the auditors to the effect that their re-appointment if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The Board of Directors recommends their re-appointment

The information and explanation with respect to the remarks in audit report is given hereunder.

Para 10 of the Annexure to the Audit Report;

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.

Listing

The equity shares of the Company are listed at Bombay Stock Exchange Limited and Pune Stock Exchange Limited. Listing fees for the year 2011-2012 have been paid to both the Stock Exchanges.

Acknowledgement

Your Directors convey their sincere gratitude to the Customers, Shareholders, Creditors, Government and Statutory Authorities, Banks and Employees for the continued support to the Company.

For and on behalf of the Board of Directors

Hemant Watve

Place : Pune Director

Date : 11 February 2012

---

Dec 31, 2010

The directors are pleased to present the 18th Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31 December 2010.

Summarised Financial Results

(Million INR) Year ended 31st Dec. 2010 31st Dec. 2009

Sales & Services 0 0

Other Income 10.38 6.59

Profit / (Loss) before Inferest,

Depreciation and Tax 7.56 (2.24)

Less: Interest 0.13 0.47

Depreciation 0 0

Profit before Tax 7.43 (2.71)

Provision for Income Tax:

Tax expense 1.44 0

Excess provision of income tax for earlier years written back 0 5.67

Profit after Tax 5.99 2.96

Balance Profit / (Loss) brought forward from previous year (71.44) (74.40)

Balance in Profit & Loss Account (65.45) (71.44)

Net Accumulated Loss carried to Balance Sheet (65.45) (71.44)

Review of Operations

As in the previous year, the activities of the Company have been restricted merely to completing the existing projects and recovery of dues. The Company is implementing the Scheme of Arrangement as approved by the Honble High Court, Bombay vide its order dated 30 April 2007. The Second installment of the Scheme was disbursed by the Company during the year.

Dividend

In view of the accumulated losses your directors do not recommend any dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Ravindra Pal Bhatia and Mr. Prakash Nene retire by rotation and being eligible have offered themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Eike Doelschner has been appointed as Additional

Director with effect from 26 February 2011 and holds office upto the conclusion of the 18th Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956, from a member proposing the candidature of Mr. Eike Doelschner for appointment as director liable to retire by rotation. The Board recommends his appointment.

Particulars of Employees

During the year under review the Company did not have any employee falling within the purview of Section 217{2fA) of the Companies Act, 1956.

Directors Responsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 December 2010 and of the profit of the Company for that financial year;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Research and Development, Technology Absorption etc. -

Since the activities of the Company have been restricted merely to completing the existing projects and recovery of dues, there is nothing significant to be mentioned under this head.

There is no foreign exchange earning or outgo during the financial year under review.

Corporate Governance

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure A

Management Discussion and Analysis Report

The report on Management Discussion and Analysis

pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure B.

Auditors

M/s. BSR and Co, Chartered Accountants, auditors of the Company will retire at the conclusion of the ensuing annual general meeting. M/s. B S R and Co, Chartered Accountants has expressed their unwillingness to continue as the Statutory Auditors of the Company for the year 2011. The Audit Committee of directors at their meeting held on 26 February 2011 have recommended M/s. BSR & Co, Chartered Accountants to be appointed as Statutory Auditors of the Company to hold the office from the conclusion of this meeting until the eonclusion of the next Annual General Meeting. The Company has received the eligibility certificate from the M/s. BSR & Co, Chartered Accountants that their appointment if made, by the Company at the ensuing Annual General Meeting would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The Board of Directors recommends their appointment.

The information and explanation with respect to the remarks in audit report is given hereunder.

Para 10 of the Annexure to the Audit Report;

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.

Listing

The equity shares of the Company are listed at Bombay Stock Exchange Limited and Pune Stock Exchange Limited. Listing fees for the year 2010-2011 have been paid to both the Stock Exchanges.

Acknowledgement

Your Directors convey their sincere gratitude to the Customers, Shareholders, Creditors, Government and Statutory Authorities, Banks and Employees for the continued support to the Company.

For and on behalf of the Board of Directors

Ravindra Pal Bhatia

Director

Place : Pune

Date : 26 February 2011

---

Dec 31, 2009

The directors are pleased to prese nt the 17,thAnnual Report of the Company together with the Audited Financial Statements for the financial year ended 31 December 2009.

Summarised Financial Results

(Million INR) Year ended 31st Dec. 2009 31st Dec. 2008

Sales & Services (Net) 0 4.53

Other Income 6.59 6.70

Profit / (Loss) before Interest, Depreciation and Tax (2.24) 4.20

Less: Interest 0.47 0.34

Depreciation 0 -

Profit before Tax (2.71) 3.86

Provision for Income Tax:

Tax expense 0 0.38 Excess provision of income tax for earlier years written back 5.67 0.0

Profit after Tax 2.96 3.48

Balance Profit / (Loss) brought forward from previous year (74.40) (77.88)

Balance in Profit & Loss Account (71.44) (74.40)

Net Accumulated Loss carried to Balance Sheet (71.44) (74.40)

Review of Operations

As in the previous year, the activities of the Company have been restricted merely to completing the existing projects and recovery of dues. The Company has implemented the Scheme of Arrangement as approved by the Honble High Court, Bombay vide its order dated 30 April 2007. The Second installment of the Scheme was disbursed by the Company during the year.

Dividend

In view of the accumulated losses your directors do not recommend any dividend.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Kiran Malhotra and Mr. Bomi Daruwala retire by rotation and being eligible have offered themselves for re- appointment at the ensuing Annual Genera! Meeting.

Dr. Holger Krasmann and Mr. Gilbert Faul has been appointed as additional director with effect from 27 February 2010 and holds office upto the conclusion of the

17th Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956, from a member proposing candidature of Mr. Gilbert Faul and Dr. Holger Krasmann for appointment as director liable to retire by rotation. The Board recommends their appointment.

During the year ended 31 December 2009, Mr. Peter Wurzbacher resigned from the Directorship of the Company with effect from 30 September 2009 and Mr. Otto Northe, resigned from the Directorship of the Company with effect from 27 February 2010.

Particulars of Employees

During the year under review the Company did not have any employee falling within the purview of Section 217(2AA) of the Companies Act, 1956.

DirectorsResponsibility Statement

In pursuance of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 December 2009 and of the profit of the Company for that financial year;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the Annual Accounts on a going concern basis.

Conservation of Energy, Research and Development, Technology Absorption etc.

Since the activities of the CompLny have been restricted merely to completing the existing projects and recovery of dues, there is nothing significant to be mentioned under this head.

There is no foreign exchange earning or outgo during the financial year under review.

Corporate Governance

The report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto asAnnexure A

Management Discussion and Analysis Report

The report on Management Discussion and Analysis pursuant to Clause 49 of the Listing Agreement is annexed hereto as Annexure B.

Auditors

M/s. B S R and Co, Chartered Accountants, auditors of the Company will retire at the conclusion of the ensuing annual general meeting. The Company has received a certificate from the auditors to the effect that their re-appointment if made, by the Company at the ensuing Annual General Meeting would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

The Board of Directors recommends their re-appointment

The information and explanation with respect to the remarks in audit report is given hereunder.

Para 10 of the Annexure to the Audit Report;

The accumulated losses of the Company have exceeded its net worth. However the management is taking effective steps to ensure execution of existing contracts in hand, reduce costs and recover dues. The Company has entered into a Scheme of Arrangement with its unsecured creditors under section 391 to 394 of the-Companies Act, 1956. The Scheme was approved by the Honble Court, Bombay vide its order dated 30 April 2007 and the Company has implemented the same.

Listing

The equity shares of the Company are listed at Bombay Stock Exchange Limited and Pune Stock Exchange Limited. Listing fees for the year 2009-2010 have been paid to both the Stock Exchanges.

Acknowledgement

Your Directors convey their sincere gratitude to the customers, shareholders, creditors, government and statutory authorities, banks and employees for the continued support to the Company.

For and on behalf of the Board of Directors

Ravindra Pal Bhatia

Director Place: Pune Date : 27 February 2010

---

Mar 31, 2003

The Directors present their 10th Annual Report together with the Audited Financial Statements for the year ended 31st March 2003.

Summarised Financial Results

Year ended Year ended 31.3.2003 31.3.2002 Rupees Rupees

Loss before Tax 54,460,794 12,037,231

Less : Deferred Tax Credit 19,956,449 2,132,977

Loss after Tax 34,504,345 9,904,254

Less: Transfer from

General Reserve 8,216,660 9,904,254

Balance of loss carried forward 26,287,685 —

Dividend

In view of the loss, your Directors regret their inability to declare any dividend for the year ended 31st March, 2003.

Transfer of Companys Equity Shares

During the year under review, Mather and Platt (India) Limited acquired 51% paid-up equity share capital of your Company from Mather and Platt II Limited, Mauritius and consequently the company has become subsidiary of

Mather and Platt (India) Limited.

Operations and Future Outlook

The Company achieved Net Income of Rs. 159,218,942 from Sales and Service as against the Net Income of Rs. 127,159,401 in previous year, viz., 2001 -2002. However, the operation of the Company resulted in loss after tax of Rs. 34,504,345. In order to have competitive edge, the Company is gearing up to tie -up with the companies of international repute.

With major focus on Environment, Health and Safety, the opportunities for fire fighting and protection systems are growing. The major thrust area include power plants, petrochemicals and refineries and other process industries. The future outlook is encouraging.

Directorate

Mr. H. N. Nanani was appointed as an Additional Director on the Board of the Company with effect from 14th December, 2002. He holds the office till the ensuing Annual General Meeting. Notice has been received from a Member along with requisite deposit, pursuant to Section 257 of the Companies Act, 1956 proposing his candidature as Director at the ensuing Annual General Meeting. The Board is of the view that the Company will benefit from his continued association with the Company.

Mr. Suresh Dadlani resigned as the Managing Director of the Company with effect from 14th December, 2002, but continues to be a Director.

Mr. Satish G. Pillai resigned as a Director of the Company with effect from 1st April, 2003.

Mr. Suresh Dadlani retires by rotation and being eligible offers himself for reappointment.

Conservation of Energy, Research and Development, Technology Absorption etc.

A statement showing particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, read with Section 217 (1)(e) of the Companies Act, 1956 is annexed to this report and marked as Annexure I.

Industrial Relations

The Company continued to have cordial and harmonious relations with its employees.

Particulars of Employees

The provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended , are not applicable as there are no employees, particulars of whom are required to be reported.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(a) in the preparation of Annual Accounts, the applicable accounting standards had been followed;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2003 and of the loss of the Company for that year;

(c) the Directors had, as far as possible, taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

(d) the Directors had prepared the Annual Accounts on a going concern basis.

Management Discussion and Analysis Report

In terms of Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis Report is given separately in the Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are given separately in the Annual Report.

Auditors

M/s. Lodha & Company, Chartered Accountants, the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

In regard to the comments of the Auditors in their Report on the notes to Accounts, the same are self-explanatory and do not call for any further explanation.

Acknowledgement

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and Customers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and efforts displayed by them during the year.

On behalf of the Board of Directors

H. N. Nanani Suresh Dadlani Director Director

Mumbai, 30th June, 2003

---

Mar 31, 2002

The Directors present their 9th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2002.

SUMMARISED FINANCIAL RESULTS

Year ended Year ended 31.3.2002 31.3.2001 Rupees Rupees

Loss before Depreciation 11,667,589 23,436,830

Less: Depreciation 369,642 428,349

Loss before Tax 12,037,231 23,865,179

Less : Deferred Tax Credit 2,132,977 -

Loss after Tax 9,904,254 23,865,179

Balance of loss brought forward from previous year - 54,946

Transfer of loss for the year 1999-2000 from Mather & Platt (I) Ltd. after demerger - 2,478,236

Less: Transfer from General Reserve 9,904,254 26,398,361

Balance - -

DIVIDEND

In view of the loss, your Directors regret their inability to declare any dividend for the period ended 31st March 2002.

OPERATIONS AND FUTURE OUTLOOK

Despite recession in the Power Sector business, with the active presence in other sectors, your Company succeeded in securing a major contract worth about Rs. 11 crore from New Manglore Port Trust . The Contract envisages installation of a sophisticated Fire Protection System. With increased presence in oil, gas and petrochemical sector , the market position and profitability of your Company is expected to show substantial improvement.

DIRECTORATE

Mr. M. R. Chhabria, Chairman of Jumbo Group and an Additional Director of the Company during the period from 14th September, 2001 to 29th September,2001, departed for heavenly abode on

6th April, 2002. This has indeed left a deep void which will be difficult to fill. The Members of the Board place on record their sincere appreciation for the invaluable advise, guidance and support extended by Mr. M. R. Chhabria to the Company.

Mr. Satish G. Pillai resigned as the Managing Director of the Company with effect from 31st July, 2002 but continues to be a Director.

Mr. Suresh Dadlani, a Director of the Company has been appointed as the Managing Director of the Company with effect from 31st July, 2002.

Mr. P. M. Nene, retires by rotation and being eligible offers himself for reappointment.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION ETC.

A Statement showing particulars pursuant Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors), 1988, is annexed to this report and marked as Annexure A.

INDUSTRIAL RELATIONS

The industrial relationship with employees of the Company continues to be cordial.

PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended , are not applicable as there are no employees , particulars of whom are required to be reported .

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(a) in the preparation of Annual Accounts, the applicable accounting standards had been followed;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2002 and of the loss of the Company for that year;

(c) the Directors had, as far as possible, taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of their knowledge and ability;

(d) the Directors had prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERANCE

Your Companys equity shares have been listed during the current year. As per the Listing Agreement with the Stock Exchanges, the Company is required to comply with the requirement of Corporate Governance during the current financial year onwards.

AUDITORS

M/s. Lodha & Co., Chartered Accountants, the Companys Auditors will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

In regard to the comments of the Auditors in their Report on the notes to Accounts, the same are self-explanatory and do not call for any further explanation.

ACKNOWLEDGEMENTS

Your Directors convey their sincere thanks to the Government Authorities, Financial Institutions, Banks and Customers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic efforts displayed by them during the year.

On behalf of the Board of Directors Suresh Dadlani Satish G Pillai Managing Director Director

Place: Mumbai Dated: 12th August, 2002