Auditor Report of MPF Systems Ltd.

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

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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

---

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.

---

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