Auditor Report of Max Alert Systems Ltd.

Mar 31, 2012

We have audited the attached Balance Sheet of "MAX ALERT SYSTEMS LIMITED", as at March 31, 2012 and also the Profit & Loss Account for The year ended on that date annexed thereto. These financial statements are the responsibilities 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 from material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the financial statement. 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.

I. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order on the basis of such checks as we considered appropriate and as per the information and explanations given to us.

I I. Further to our comments in the annexure referred to above, we report that:

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

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

c) The Balance Sheet and the Profit & 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 by this Report comply with the accounting standards referred to in sub-section (3C) Of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board Of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of The Companies Act, 1956.

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

i) In the case of the balance Sheet, of the State of affaires of the Company as at 31st March, 2012 and

ii) In the case of the Profit & Loss Accounts, of the Profits of the Company for the year ended on that date.

annexure to the auditors report

(Referred to in Paragraph I of our report of even date)

1. In respect of its fixed assets :

a) The Company has maintained proper records showing full particulars including Quantitative details and situation of Fixed Assets.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals, and we are informed that no material discrepancies have been noticed on such verification.

c) Company has not disposed any Immovable Property during the year.

2. In respect of its inventories:

a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals.

b) In our opinion and according to the information & explanations given to us, the Procedures for physical verifications of inventory followed by the Management are Reasonable and adequate in relation to the size of the Company and nature of its Business.

c) The Company has maintained proper records of inventory, as explained to us, there were no material discrepancies noticed on physical verification of stocks having regard to the size of the Companies operation and the same have been properly dealt with in the books of account.

3. In respect of loans, secured or unsecured , granted by the company to Companies , firm or Other parties covered in the register maintained under Section 301 of the companies Act , 1956:

a) According to the information and explanations given to us, the Company has granted interest free unsecured loan to three such parties amounting to Rs.88, 78,127/ - being outstanding at the end of the year.

b) As explained to us, there are no stipulations as to the rate of interest and other terms and conditions of the loans granted by the company.

c) Since there are no terms as to the repayment of loan, the question of regularity of repayment does not arise.

d) Since there are no terms as to the repayment of loan, the question of overdue amounts does not arise. In respect of loans, secured or unsecured, taken by the Company from Companies, firm or other Parties covered in the register maintained under Section 301 of the Companies Act, 1956:

e) According to the information and explanations given to us, during the year under review, the Company has not taken any unsecured loans parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly Clause (iii) f & g of paragraph 4 of the order are not applicable in the case of the company for the current year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods and services.

5. In respect of the transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into a register in pursuance of section of the act have been to entered.

b) In our opinion and according to the information and explanations given to us, these transactions have been made at reasonable price, having regard to the prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the Company has not accepted any Deposit from Public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 read with the directives given by the Reserve bank of India. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Court or any other Tribunal.

7. In our opinion, the Company has proper system of Internal Audit commensurate to its size & nature of business however the company has not appointed any formal internal auditor.

8. As explained to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) The Company is generally regular in depositing the undisputed statutory dues, to the Extent applicable to the Company, with the appropriate authorities.

(b) According to the records of the Company and as per the information and explanation given to us, there are no dues of income-tax, sale tax, Wealth Tax, Custom Duty and Cess, Service Tax which have not been deposited on account of any

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

Income Tax Act,1961 Tax Deducted at source 81,439.00/- 2011-2012

MVAT Act VAT 9,50,215.77/- 2011-2012

Finance Act,1994 (Service Tax) Service tax 8,55,489.33/- 2011-2012

10. The Company has neither any accumulated losses nor has incurred any cash losses at any Time.

11. According to the information and explanations given to us, the Company neither has any borrowings from any financial institution or bank nor has it issued any debenture as at the balance sheet date.

12. According to the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of s hares, debenture and other securities.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. The Company is not dealing or trading in shares, securities, debentures and other Investment. Therefore the provision of Clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Terms Loan taken by the companies were applied/utlised for the purpose for which the loans were taken.

17. As per the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no fund raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in register maintained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures.

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

21. As per 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 Ramanand & Associates

Chartered Accountants

Sd/-

(Ramanand G Gupta)

M. N.: 103975

Place: Mumbai

Date : 30/08/2012