Notes to Accounts of MPF Systems Ltd.

Dec 31, 2014

1. Background:

MPF Systems Limited (previously known as Mather and Platt Fire Systems Limited) (''the Company'') was formed as a result of a demerger of Mather and Platt (India) Limited on 18 April 2001. Consequently the business of fire systems was transferred to the Company. Pursuant to the Share Purchase Agreement dated July 01, 2014, the Company has taken on record the transfer of 1,887,697 equity shares of Rs. 10 each held by Wilo Se (the erstwhile holding company), representing 55.48% of the issued, subscribed and paid-up equity share capital of the Company, to Royal Nirman Private Limited; resulting in change of control in the Company. The Company is primarily engaged in the business of design, development, installation and servicing of Fire Securities systems. The Company has its corporate office at Chinchwad (E), Pune. Currently there are no commercial operations carried out by the Company.

2. Going concern

The Company has incurred loss during the year and the total accumulated losses at that date amounting to INR 34,542,585 indicate a complete erosion in the Company''s net worth as of 31 December 2014. However management believes that the Company will be able to continue operations on a going concern basis and meet all its liabilities as they fall due for payment in the foreseeable future on the basis of the financial support from the Holding Company, Royal Nirman Private Limited. The Holding company has agreed to provide necessary financial support to meet the liabilities of the Company till 31 December 2015. In this regard, the Company has received a letter dated 27 February 2015 from the Parent Company confirming that they will provide the necessary financial support till 31 December 2015.

Accordingly, these financial statements do not include any adjustments relating to the recoverability and classification of the carrying amount of assets or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

3. Rights, preferences and restrictions attached to equity shares

The Company has only one class of shares referred to as equity shares having a par value of Rs. 10. Each holder of equity shares is entitled to one vote per share. Accordingly, all equity shares rank equally with regards to dividends and shares in the Company''s residual assets. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company after distribution of all preferential amounts in proportion to the number of equity shares held.

Sub Note : Pursuant to the resolution passed by the Board of directors in their meeting held on October 26, 2013, the Company had sold its intangible fixed assets comprising copyrights, knowhow, qualification rights and trademarks pertaining to Fire and Security Engineering Division of Mather and Platt (India) Limited which were initially transferred to the Company pursuant to Scheme of Arrangement with Mather and Platt (India) Limited as approved by the Honorable High Court of Bombay vide its order dated April 18, 2001. These intangible assets were at Nil value in the books.

The consideration for sale of these intangible assets is based on valuation made by an independent valuer.

4. Contingent liabilities

a) Claims against the Company not acknowledged as debts 3,778,847 3,778,847

b) Sales tax and Works Contract tax* 7,432,727 7,432,727 11,211,574 11,211,574

*Excluding Interest leviable, if any, on Conclusion of the matter.

5. Creditors scheme of arrangement

The Company''s Scheme of Arrangement with its Unsecured creditors had been approved by the Honorable High Court of Judicature at Bombay vide Order dated 30th April, 2007. Unsecured Creditors had exercised the options for settlement of their claims and the Company has disbursed all the installments to creditors covered under the scheme. However, certain cheques amounting to Rs. 860,233 had been returned back and balance equivalent to cheques returned back had been maintained in a bank account with a scheduled bank. Reduction of principal value of liabilities arising out of the compromise/ arrangement under the scheme credited to Capital Reserve, had been set off against the loss in the previous years, in accordance with accounting treatment prescribed under clause 5 of the Scheme of Arrangement as approved by the Hon''ble High Court of Judicature at Bombay vide Order dated 30 April 2007.

6. Compliance with Micro, Small and Medium Enterprises Development Act, 2006 (''the MSMED Act'')

The Company has not received any intimation from its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any relating to amounts unpaid as at the period end together with interest paid / payable as required under the Act are not applicable.

7. Segmental Information

The Company is primarily engaged in the business of design, development, manufacture, installation of fire securities systems. As such, there is no separate reportable segment as per the Accounting Standard - 17 "Segment Reporting". All the activities of the Company are carried out in India.

8. Deferred taxation

As at the year end, the Company has assessed the realisability of the deferred tax assets on carry forward loss for the year and has determined that there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized and therefore it has not created any deferred tax asset.

9. Disclosure of related parties / related party transactions:

a) List of related parties where control exists

Sr. No. Name of the Related Party Relationship

1 WILO SE , Germany * Holding Company - upto 30 June 2014

2 Royal Nirman private limited* Holding Company - from 1 July 2014

* The holding company holds more than one-half in nominal value of the equity share capital.

b) Notes to related party transactions:

(i) Orders, invoicing and other matters relating to the operations of the Company, are being presently done / dealt with in the name of Mather and Platt (India) Ltd. wherefrom the Company demerged, pending completion of various formalities in this regard.

(ii) The Company had no staff, and the operations of the Company were supported by Wilo Mather and Platt Pumps Private Limited (previously known as Mather and Platt Pumps Limited) upto 30th June 2014, free of charge.

10. Company Secretary

The financial statements have not been authenticated by a whole time secretary as required under Section 215 (1) of the Companies Act, 1956, as the Company has not appointed a whole time Company Secretary.

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Dec 31, 2013

1.1 Background:

Mather and Piatt Fire Systems Limited (''the Company'') was formed as a result of a demerger of Mather and Piatt (India) Limited on 18th April 2001. Consequently the business of fire systems was transferred to the Company.

The Company is a subsidiary of WILO SE (''the Holding company'' formerly known as WILO AG), a company headquartered in Dortmund, Germany.

The Company is primarily engaged in the business of design, development, installation and servicing of Fire Securities systems. The Company has its corporate office at Chinchwad, Pune. Currently there are no commercial operations carried out by the Company.

1.2 Going concern

The accumulated losses of the Company have exceeded its net worth as at 31st December 2013. However, Management believes that the Company will be able to continue operations on a going concern basis and meet all its liabilities as they fall due for payment in the foreseeable future on the basis of the financial support from the Holding Company, WILO SE, Germany. The Holding company has agreed to provide necessary financial support to meet the liabilities of the Company till 31st December 2014. In this regard, the Company has received a letter dated 17th October 2013 from the Parent Company confirming that they will provide the necessary financial support till 31st December 2014.

Accordingly, these financial statements do not include any adjustments relating to the recoverability and classification of the carrying amount of assets or the amount and classification of liabilities ''that might result should the Company be unable to continue as a going concern.

1.3. Creditors scheme of arrangement

The Company''s .Scheme of Arrangement with its Unsecured creditors had been approved by the Honorable High Court of Judicature at Bombay vide Order dated 30th April, 2007. Unsecured Creditors had exercised the options for settlement of their claims and"the Company has disbursed all the installments to creditors covered under the scheme. However, certain cheques amounting to Rs. 860,233 had been returned back and balance equivalent to cheques returned back had been maintained in a bank account with a scheduled bank. Reduction of principal value of liabilities arising out of the compromise/ arrangement under the scheme credited to Capital Reserve, had been set off against the loss in the previous years, in accordance with accounting treatment prescribed under clause 5 of the Scheme of Arrangement as approved by the Hon''ble High Court of Judicature at Bombay vide Order dated 30;h April 2007.

1.4. Compliance with Micro, Small and Medium Enterprises Development Act, 2006 (''the MSMED Act'')

The Company has not received any intimation from its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any relating to amounts unpaid as at the period end together with interest paid / payable as required under the Act are not applicable.

1.5. Segmental Information

The Company is primarily engaged in the business of design, development, manufacture, installation of fire securities systems. ** As such, there is no separate reportable segment as per the Accounting Standard - 17 "Segment Reporting". All the activities of the Company are carried out in India.

1.6. Deferred taxation

As at the year end, the Company has assessed the readability of the deferred tax assets on carry forward loss for the year and has determined that there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized and therefore it has not created any deferred tax asset.

e) Notes to related party transactions:

(i) Orders, invoicing and other matters relating to the operations of the Company, are being presently done / dealt with in the name of Mather and Piatt (India) Ltd. wherefrom the Company demerged, pending completion of various formalities in this regard.

(ii) The Company has no staff and the operations of the Company are supported by Mather and Piatt Pumps Limited, free of charge.

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Dec 31, 2012

1.1 Background

Mather and Piatt Fire Systems Limited (''the Company'') was formed as a result of a demerger of Mather and Piatt (India) Limited on 18 April 2001. Consequently the business of fire systems was transferred to the Company.

The Company is a subsidiary of WILO SE (''the Holding company'' formerly known as WILO AG), a company headquartered in Dortmund, Germany.

The Company is primarily engaged in the business of design, development, installation and servicing of Fire Securities systems. The Company has its corporate office at Chinchwad, Pune. Currently there are no commercial operations carried out by the Company.

1.2 Going concern

The accumulated losses of the Company have exceeded its net worth as at 31 December 2012. However, Management believes that the Company will be able to continue operations on a going concern basis and meet all its liabilities as they fall due for payment in the foreseeable future on the basis of the financial support from the Holding Company, WILO SE, Germany. The Holding company has agreed to provide necessary financial support to meet the liabilities of the Company till 31 December 2013. In this regard, the Company has received a letter dated 30 October 2012 from the Parent Company confirming that they will provide the necessary financial support till 31 December 2013.

Accordingly, these financial statements do not include any adjustments relating to the recoverability and classification of the carrying amount of assets or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

2.1 Rights, preferences and restrictions attached to equity shares

The Company has only one class of shares referred to as equity shares having a par value of Rs. 10. Each holder of equity shares is entitledte''jejne vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the CoBiparty after distribution of all preferential amounts, in proportion to their share holding.

2.2 Shares held by holding/ultimate holding company

1,887,697 (2011:1,887,697), equity shares are held by WILO SE, Germany, the Company''s holding company.

3. Contingent liabilities

a) Claims against the Company not acknowledged as debts 1,134,427 415,739

b) Sales tax and Works Contract tax* 10,082,000 7,432,727

c) E.S.I 120,000 120,000

11,336,427 7,968,466

* Excluding interest, leviable if any on conclusion of the matter.

4. Creditors scheme of arrangement

The Company''s Scheme of Arrangement with its Unsecured creditors had been approved by the Hon''ble High Court of Judicature at Bombay vide Order dated 30th April, 2007. Unsecured Creditors had exercised the optiohs for settlement of their claims and the Company has disbursed all the installments to creditors covered under the scheme. However, certain cheques amounting to Rs. 860,233 had been returned back and balance equivalent to cheques returned back has been separately earmarked in fixed deposits maintained solely for this purpose, with a scheduled bank. Reduction of principal value of liabilities arising out of the compromise/ arrangement under the scheme credited to Capital Reserve, had been set off against the loss in the previous years, in accordance with accounting treatment prescribed under clause 5 of the Scheme of Arrangement as approved, by the Hon''ble High Court of Judicature at Bombay vide Order dated 30 April 2007.

5. Compliance with Micro, Small and Medium Enterprises Development Act, 2006 (''the MSMED Act'')

The Company has not received any intimation from its suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act,"2006 and hence disclosures, if any relating to amounts unpaid as at the period end together with interest paid / payable as.required under the Act are not applicable.

6. Segmental Information

The Company is primarily engaged in the business of design, development, manufacture, installation of fire securities systems. As such, thereiauoseparate reportable segment as per the Accounting Standard -17 "Segment Reporting". All the activities of the company are carried out in India.

7. Deferred taxation

As at the year end, the Company has assessed the readability of the deferred tax assets on carry forward loss forthe year and has determined that there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized and therefore it has not created any deferred tax asset.

a) Notes to related party transactions:

(i) No provisions pertaining to above referred related parties have been written back dyring the year.

(ii) Orders, invoicing and other matters relating to the operations of the Company, are being presently done /dealt with in the name of Mather and Piatt (India) Ltd. wherefrom the Company demerged, pending completion of various formalities in this regard.

(iii) The Company has no staff and the operations of the Company are supported by Mather and Piatt Pumps Limited, free of charge.

8. Prior period comparatives

The financial statements for the year ended December 31,2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Act, the financial statements for the year ended December 31,2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year''s classification.

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Dec 31, 2010

2010 2009

1 Contingent liabilities

a) Claims against the company not acknowledged as debts 415,739 415,739

b) Sales tax and Works Contract tax* 7,432,727 10,082,000

c) E.S.I* 120,000 120,000

d) Performance guarantees & other obligations in respect of various projects

(Secured against bank guarantee provided by - 16,041,102 Mather and Piatt Pumps Limited)

7,968,466 26,658,841

* Excluding interest, leviable if any on conclusion of the matter.

2 Creditors scheme of arrangement

The Companys Scheme of Arrangement with its Unsecured creditors has been approved by the Honble High Court of Judicature at Bombay vide Order dated 30th April, 2007. unsecured Creditors have exercised the options for settlement of their claims and the Company has.disbursed first and the second installment due as per the scheme. The second installment of Rs. 4,188,055 was paid to the creditors under the Scheme during the previous year. Next installment will be disbursed as per the options selected. Reduction of principal value1 of liabilities arising out of the compromise/ arrangement under the scheme credited to Capital Reserve, has been set off against the loss in the previous years, in accordance with accounting treatment prescribed under clause 5 of the Scheme of Arrangement as approved by the Honble High Court of Judicature at Bombay vide Order dated 30 April 2007.

3 Disclosure of related parties / related party transactions: a) List of related parties where control exists

Sr. No. Name of the Related Party Relationship

1 WHOSE , Germany * Holding Company

* The Company holds more than one-half in nominal value of the equity share capital

(i) No provisions pertaining to above referred related parties have been written back during the year.

(ii) Orders, invoicing and other matters relating to the operations of the company , are being presently done / dealt with in the name of Mather and Piatt (India) Ltd. wherefrom the company demerged, pending completion of various formalities in this regard.

(iii) The Company has no staff and the operations of the Company are supported by Mather and Piatt Pumps Limited, free of charge.

4 Segmental information

The Company is primarily engaged in the business of design, development, manufacture, installation of fire securities systems. As such, there is no separate reportable segment as per the Accounting Standard -17 "Segment Reporting". All the activities of the Company are carried out in India.

5 Compliance with Micro, Small and Medium Enterprises Development Act, 2006 (the MSMED Act)

Pursuant to the creditors scheme of arrangement (Refer Schedule 17) the Company has not circulated letters to its suppliers requesting them to confirm whether they are covered under the Micro, Small and Medium Enterprises Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said MSMED Act have not been given.

6 Deferred taxation

As at the year end, the Company has assessed the realisability of the deferred tax assets on carry forward loss for the year and has determined that there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized and therefore it has not created any deferred tax asset.

7 Prior period comparatives

Previous years comparative figures have been regrouped/reclassified wherever necessary to conform to current years presentation.

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Dec 31, 2009

1.1 Background

Mather and Piatt Fire Systems Limited (the Company) was formed as a result of a demerger of Mather and Platt (India) Limited on 18 April 2001. Consequently the business of fire systems was transferred to the Company.

The Company is a subsidiary of WILO SE (the Holding company formerly known as WILO AG), a company headquartered in Dortmund, Germany.

The Company is primarily engaged in the business of design, development, installation and servicing of Fire Securities systems. The Company has its corporate office at Chinchwad, Pune.

1.2 Going concern

The accumulated losses of the Company have exceeded its net worth as at 31 December 2009. However, Management believes that the Company will be able to continue operations on a going concern basis and meet all its liabilities as they fall due for payment in the foreseeable future on the basis of the financial support from the Holding company, WILO SE, Germany. The holding company has agreed to provide necessary financial support to meet the liabilities of the Company till 31 December 2010. In this regard, the Company has received a letter dated 9 December 2009 from the Parent Company confirming that they will provide the necessary financial support till 31 December 2010.

Accordingly, these financial statements do not include any adjustments relating to the recoverability and classification of the carrying amount of assets or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern

2009 2008

2 Contingent liabilities

a) Claims against the company not acknowledged as debts 415,739 415,739

b) Sales tax and Works Contract tax* 10,082,000 10,082,000

c) E.S.I* 120,000 120,000

d) Performance guarantees & other obligations in respect of various projects. 16,041,102 19,906,296

(Secured against bank guarantee provided by Mather and ----------- ----------

Piatt Pumps Limited) 26,658,841 30,524,035

* Excluding interest, leviable if any on conclusion of the matter.

3 Creditors scheme of arrangement

The Companys Scheme of Arrangement with its Unsecured creditors has been approved by the Honble High Court of Judicature at Bombay vide Order dated 30th April, 2007. Unsecured Creditors have exercised the options for settlement of their claims and the Company has disbursed first and the second installment due as per the scheme. The second installment of Rs. 4,188,055 was paid to the creditors under the Scheme during the year. Next installment will be disbursed as per the options selected. Reduction of principal value of liabilities arising out of the compromise/ arrangement under the scheme credited to Capital Reserve, has been set off against the loss in the previous years, in accordance with accounting treatment prescribed under clause 5 of the Scheme of Arrangement as approved by the Honble High Court of Judicature at Bombay vide Order dated 30 April 2007.

4 Disclosure of related parties / related party transactions:

a) List of related parties where control exists

Sr. No. Name of the Related Party Relationship

1 WILO SE, Germany * Holding Company

The Company holds more than one-half in nominal value of the equity share capital

b) Names of the related parties with whom transactions were carried out during the year and description of relationship:

Sr. No. Associate Company

1 Mather and Piatt Pumps Limited

e) Notes to related party transactions:

a) No provisions pertaining to above referred related parties have been written back during the year.

b) Orders, invoicing and other matters relating to the operations of the company , are being presently done / dealt with in the name of Mather and Piatt (India) Ltd. wherefrom the company demerged, pending completion of various formalities in this regard.

c) The Company has no staff and the operations of the Company are supported by Mather and Piatt Pumps Limited, free of charge.

5 Segmental information

The Company is primarily engaged in the business of design, development, manufacture, installation of fire securities systems. As such, there is no separate reportable segment as per the Accounting Standard - 17 "Segment Reporting". All the activities of the Company are carried out in India.

6 Compliance with Micro, Small and Medium Enterprises Development Act, 2006 (the MSMED Act)

Pursuant to the creditors scheme of arrangement (Refer Schedule 18) the Company has not circulated letters to its suppliers requesting them to confirm whether they are covered under the Micro, Small and Medium Enterprises Act, 2006 and hence disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said MSMED Act have not been given.

7 Deferred taxation

As at the year end, the Company has assessed the realisability of the deferred tax assets on carry forward loss for the year and has determined that there is no virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized and therefore it has not created any deferred tax asset.

8 Prior period comparatives

Previous years comparative figures have been regrouped/reclassified wherever necessary to conform to current years presentation.

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Mar 31, 2003

1. Certain Plant & Machinery transferred from Mather and Platt (India) Limited had been revalued by Mather and Platt (India) Limited as on 31.03.1993 based on independent valuers report and the net increase was credited to revaluation reserve account. The revalued amount of Rs.4,346,573 stands substituted for historical cost of Rs.6,311,151.

2. (a) Considering the nature of work and long duration involved in completion of full job/contract, recoveries from debtors are slow and settled on completion of job/ contract, expiry of guarantee/warranty period. Certain Sundry Debtors of Rs. 11,283,000 (previous year Rs. 27,842,000) are overdue from the parties concerned or recoverable on account of amount withheld as retention/liquidated damages. The Company has taken suitable measures to recover the said dues including filing of legal cases wherever considered appropriate and therefore, no provision has been considered necessary at this stage.

(b) There are certain overdue advances / deposits of Rs. 6,499,746 (previous year Rs. 10,620,000). No provision is considered necessary at this stage as the management is hopeful of their settlement/ realisation in full in due course of time.

(c) There are certain slow moving items in inventories aggregating to Rs 3,811,000 (previous year Rs.2,868,000). The management is of the opinion that the same will be converted / completed and fully realised in due course of time and therefore do not need any provisioning at this stage.

3. (a) In the opinion of the Board, the Current Assets, Loans and Advances and Investments are approximately of the value stated, if realised in the ordinary course of business.

(b) The balances of certain Sundry Debtors, Creditors and advances are subject to confirmations/ reconciliation and consequential adjustments, if any. The management does not expect any material difference affecting the current year financial statements.

4. Sundry Creditors include the following Small Scale / Ancillary Industrial undertaking to whom the amount due for more than 30 days but within the credit terms:

A. M. Fabricators Anil Engineers

Ashok Engineering Amol Powder Coating

Jay Engineering Manish Electricals

New Age Industries Nitin Fire Protection Industries

Panchal Steel Satyam Enterprises

Triocolour Industries V.P.Enterprises

5. Site Expenses include Stores, Spares and Tools Consumed Rs.554,380 (Previous year Rs. 384,791), Carriage and Forwarding Rs.196,994 (Previous year Rs.312,122 ), Rent Rs.129,281 (Previous year Rs. 194,334), Travelling and Conveyance Rs. 306,049(Previous year Rs.258,128), Telephone, Telegram & Postage Rs. 10,257 (Previous year Rs. 41,901), Hire Charges Rs.1,323 (Previous year Rs. 1,690), Security Expenses Rs. 36,120 (Previous year Rs. nil), Sub-contract Rs.9,175,799 (Previous year Rs. 12,295,632), Unskilled Labour Rs.289,247 (Previous year Rs. 759,609 ), Civil Work Rs.353,820 (Previous year Rs. 1,511,619), Printing & Stationery Rs.2,901 (Previous year Rs.6,744) and Sundries Rs.260,729 (Previous year Rs. 229,185).

6. (a) There being no taxable income under the Income Tax Act, 1961 no provision for current income tax has been made for the year.

(b) The timing differences relating to the following items have resulted in a net deferred tax credit of Rs. 30,802,981 (Previous year Rs. 11,957,044), The Company has recognised the same to the extent of Rs. 25,934,971 (Previous year Rs. 5,978,522), since the management is reasonably certain of realizing it in due course within the statutory time frame of allowability of the unabsorbed losses/ allowances under the Income Tax Act.1961.

7. Related party disclosure:

(Related party relationship is as identified by the Company and relied upon by the Auditors)

(a) List of related parties:

(i) Parties where control exists: Jumbo World Holdings Limited Mather and Platt II Limited, Mauritius Mather and Platt (India) Limited

(ii) Other parties with whom the Company has entered into transactions during the year:

A. Associates:

Mather & Platt Pumps Limited

Hindustan Dorr Oliver Limited

Shaw Wallace Executives Welfare & Benefit

Company Limited

Falcon Tyres Limited

B. Key Management Personnel: Mr. Suresh Dadlani - Director

8. Orders, invoicing and other related matters are being presently done / dealt with in the name of Mather and Platt (India) Limited wherefrom the company demerged, pending completion of various formalities in this regard.

9. The Company is primarily engaged in the business of design, development, Manufacture, installation of Fire Securities Systems and there are no export sales during the year. As such, there is no separate reportable segment as per the Accounting Standard - 17 "Segment Reporting" issued by The Institute of Chartered Accountants of India.

Note

a) As certified by the management and accepted by the Auditors without verification being a technical matter.

b) Installed capacity of each type of product manufactured by the Company cannot be indicated precisely as various machines have overlapping capacities for each product. The product mix varies from time to time based on actual market demand. Company also buy some of the components from outside.

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Mar 31, 2002

Rupees

As at As at

31st March, 2002 31st March, 2001

1. Contingent liabilities not provided for in respect of-

a) Claims against the Company not acknowledged as debts 2,052,271 2,052,271

b) Sales Tax (excluding interest) 8,941,931 2,628,492

c) E.S.I. 150,000 150,000

2. Certain Plant & Machinery transferred from MPIL had been revalued by MPIL as on 31.03.1993 based on independent valuers report and the net increase was credited to Reveluation reserve account. The revalued amount of Rs.4,346,573 stands substituted for historical cost of Rs.6,311,151.

3. Considering the nature of work and long duration involved in completion of full job/contract, recoveries from debtors are slow and settled on completion of job/contract expiry of guarantee/warranty period. Sundry Debtors of Rs 278.42 lacs (previous year Rs. 134.26 lacs) are overdue from the parties concerned or recoverable on account of amount withheld as retention/liquidated damages. The Company has taken suitable measures to recover the said dues including filing of legal cases wherever considered appropriate and therefore, no provision has been considered necessary at this stage.

4. (a) In the opinion of the Board, the Current Assets, Loans and Advances and Investments are approximately of the value stated, if realised in the ordinary course of business.

(b) The balances of certain Sundry Debtors, Creditors and advances are subject to confirmations/ reconciliation and consequential adjustments, if any. The management does not expect any material difference affecting the current year financial statements.

5. Sundry Creditors include the following Small Scale / Ancillary Industrial undertaking to whom the amount due for more than 30 days but within the credit terms:

A. M. fabricators Anil Engineers

Ashok Engineering B.P.Fabricators

Jay Engineering Manish Electricals

New Age Industries Nitin Fire Protection Industries.

Triocolour Industries

The above information is based on the details available with the Company regarding the status of supplier as defined under "Industries (Development and Regulation) Act, 1951" and the "Interest on Delayed Payment for Small Scale Ancillary Industrial Undertaking Act, 1993".

6. Site Expenses include Stores, Spares and Tools Consumed Rs.384,791 (Previous year Rs.373,894), Carriage and Forwarding Rs.312,122 (Previous year Rs.79,714), Rent Rs. 194334 (Previous year Rs.99,425), Travelling and Conveyance Rs.258,128 (Previous year Rs.454,020), Telephone, Telegram & Postage Rs.41,901 (Previous year Rs.28,924), Hire Charges Rs.1690. (Previous year Rs.35,094), Security Expenses Rs.Nil (Previous year Rs.205,319), Sub-contract Rs.12,295,632 (Previous year Rs.13,687,001), Unskilled Labour Rs.759,609 (Previous year Rs. 558,535), Civil Work Rs.15,11,619. (Previous year Rs.279,903), Printing & Stationery Rs.6,744 (Previous year Rs. 22,247) and Sundries Rs.229,185 (Previous year Rs.743,489).

7 During the year, the Company has implemented the "Scheme of Arrangement" between the Company and Mather & Piatt (I) Ltd. (MPIL) sanctioned by the Honble High Court of Judicature at Mumbai vide its order dated 30th July 2001. The common expenses incurred by MPIL have been allocated as its share in a manner considered fair and reasonable by the management. The aggregate amount of such expenses for the year is Rs. 15,97,857 (Previous year Rs. 3,609,309).

8 (a) There being no taxable income under the Income Tax Act, 1961 no provision for current income tax has been made during the year.

(b) During the year, the Company has accounted for the deferred taxation as per the mandatory Accounting Standard (AS 22), "Accounting for taxes on income" issued by the Institute of Chartered Accountants of India. Accordingly, the timing difference relating to the following items have resulted in a net deferred tax credit of Rs. 11,957,044, As a prudent measure, the net deferred tax credit have been recognised in the accounts with an appropriate allowance.

9. Related party disclosure:

(Related party relationship is as identified by the Company and relied upon by the Auditors)

(a) List of related parties:

(i) Parties where control exists:

Jumbo World Holdings Limited

Mather & Platt II Limited, Mauritius

(ii) Other parties with whom the Company has entered into transactions during the year:

A. Associates:

- Mather & Platt (India) Ltd.

- Mather & Platt Pumps Ltd.

B. Key Management Personnel:

Mr. Satish G. Pillai - Managing Director

(c) No amount pertaining to related parties has been provided for as doubtful debts nor written off / written back during the year.

(d) Also refer note 8 above

10 The Company is primarily engaged in the business of design, development, manufacture, installation of Fire Securities Systems and there are no export sales during the year. As such, there is no separate reportable segment as per the Accounting Standard - 17 "Segment Reporting" issued by The Institute of Chartered Accountants of India.

Note

a) As certified by the management and accepted by the Auditors without verification being a technical matter.

b) Installed capacity of each type of product manufactured by the Company cannot be indicated precisely as various machines have overlapping capacities for each product. The product mix varies from time to time based on actual market demand. Company also buys some of the components from outside.

Notes:

Sales are net of Credit Notes issued to customers relating to discounts, allowances, liquidated damages etc.pertaining to earlier years but crystalised during the year.

Notes:

(a) Some of the spares and components are sold as parts for goods manufactured and sold by the Company. The above also includes the cost of spares and components sold, this being an activity ancillary to its manufacturing activity.

(b) The value of consumption of raw materials and components has been arrived at on the basis of Opening Stock plus Purchases less Closing Stock. The consumption, therefore, includes adjustments for shortage/excess and the effects of reduction of stock items to realisable value. (c) In respect of quantitative details for Spares, Accessories, Components etc.:

In view of the large number and heterogeneous types of spares, accessories and components, it has not been considered necessary to furnish separately the respective quantitative information.

11 Previous years figures have been regrouped / rearranged, wherever considered necessary.