Directors Report of Max Alert Systems Ltd.

Mar 31, 2012

To the Members of the Company,

The Directors have pleasure in presenting the Ninth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2012. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs.in Lacs)

PARTICULARS YEAR ENDED 31ST MARCH 2012 YEAR ENDED 31ST MARCH 2011

Sales & Projects Income 3,511.77 3,334.56

Profit before Interest, Depreciation & Tax 383.62 310.05

Less :- Interest & Finance Charges 115.72 84.64

Less :- Depreciation 16.86 17.85

Profit before Tax 251.04 207.56

Less :- Provision for Tax 50.03 41.37

Less :- Provision for Deferred Tax -1.34 -6.56

Profit after Tax 202.35 172.75

Balance carried to Balance Sheet 202.35 172.75

YEAR IN RETROSPECT:

The turnover of the company has increased 5.33% from Rs. 3333.08 Lacs in previous year to Rs. 3510.81 Lacs in current year. EBITDA increased by 23.73%fromRs. 310.04 Lacs in previous year to Rs. 383.62 Lacs in current year. PAT increased by 20.95% from Rs. 207.56 Lacs in previous year to Rs. 251.04 Lacs in current year.

DIVIDEND:

With a view to plough back profits in the business, your directors do not recommend any dividend for the year under review and profit after tax is carried forward to next year to augment revenues.

BUSINESS OUTLOOK:

With the availability of the funds, your company has started on the path of exponential growth. Your Company plans to retain its exposure in the providing solutions for fire fighting, BMS and other allied activities.

Yours company through the recently concluded public offering has plans to diversify itself by venturing in to Crushing Plants comprising of two-stage semi portable Crushing Plant and three-stage semi portable Crushing Plant. Your company believes that this line of business presents significant opportunity for the company and enhances the value of shareholders investment and overall profitability of the company. This will also enlarge the area of operations of the company and will be in the interest of the members.

With the initiatives being taken by your company, the Board feels confident of increasing turnover and profit substantially in the ensuing financial years.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Anil Chandra, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

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

(ii) Appropriate accounting policies have been selected and the directors have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-2012 and of the profit and loss of the Company for the period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

AUDITORS &COMMENTS ON AUDITOR''S REPORT

M/s. Ramanand & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and M/s Jain Vinay & Associates is being eligible to offer themselves for appointment as an Auditor of the Company. They have furnished the necessary certificate of their eligibility under section 224 (1) (B) of the Companies Act, 1956.

Auditors Report

Auditors Report as issued by Ramanand & Associates, Chartered Accountants, is self explanatory and do not call further clarification by Board.

PUBLIC ISSUE AND LISTING:

Your Company came out with an Initial Public Offering (IPO) of 40,00,000 Equity Shares of the face value of Rs. 10 each at a price of Rs. 20 (including share premium of Rs. 10) per Equity Share aggregating to Rs 800 Lacs constituting 43.49% dilution to fully diluted post issue capital. The IPO opened up for subscription on 28/06/2012 and closed on 02/07/2012. The allotment pursuant to this IPO has been concluded on 10/07/2012. The entire Equity Shares of Company has been listed on BSE SME platform.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:

As required under Clause - 52 of the SME Listing Agreement of BSE Limited, reports on Management Discussion and Analysis and Corporate Governance together with the Certificate of Auditors on Corporate Governance are provided separately in the Annual report and forms part of Directors report.

PARTICULARS OF EMPOLYEES UNDER SECTION 217(2A);

The provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules 1988, as amended are not applicable to the company, as there are no employees whose remuneration is in excess of the limits prescribed.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure - 1.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review. Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

By Order of the Board

Sd/-

Place : Mumbai Santhosh Balachandran

Dated :30.08.2012 Director