Max Alert Systems Ltd Management Discussions

A. INDUSTRY STRUCTURE AND DEVELOPMENT:

The Principle activities of the Company are:

The Company is currently active in the field of providing consultancy in the field of mining & conducting different kinds of survey pertaining to mines. The ambit of our consultancy services include identification of mines with abundant resources, guided assistance in applying for & obtaining lease of mines, etc. We also conduct surveys to ascertain resources available in a q uarry at any given point of time.

II. The Company currently owns a stone quarry in Jamtara district of Jharkhand. We plan to acquire more stone quarries in the state of Jharkhand & set up stone crushing units in the state to sell aggregates in the commercial market. The company is also open to the idea of setting up captive crushers to cater solely to sizeable infrastructure projects.

III. The Company is also planning to identify limestone & gypsum blocks to cater to the burgeoning cement industry.

IV. The Company also plans to venture into the major minerals segment shortly. We are in the process of identifying manganese & bauxite blocks and intend to capitalize the same at the earliest.

B. OPPORTUNITIES & THREATS AND OUTLOOK

India possesses significant potential for industrial and minor mineral resources across a vast area, making the stone crushing and mining industry a crucial sector. The leased areas dedicated to producing crushed stone of various sizes serve as essential raw materials for diverse construction activities, including roads, highways, bridges, buildings, and canals.

The Stone Crushing Industry sector is estimated to have an annual turnover of Rs. 5,CCC crore. Housing and infrastructure projects, including roads, flyovers, and bypasses, createa consistent and substantial need for crushed stone across the country. Despite Indias rich reserves of raw materials, the mining sector has encountered challenges such as inadequate exploration, complex regulations, and delayed approvals. These issues have contributed to a slowdown in mineral extraction and have impacted related sectors reliant on these resources. Nevertheless, the mining sector, especially in rural areas, still holds substantial growth potential.

However, the business is subject to various external and internal threats, including government policies, state regulations, pollution laws, market conditions for infrastructure development, and labor acts.

With the company now being active and strategically positioned to leverage these opportunities as well as threats it is well-placed to experience further growth and expansion in both its construction materials and telecommunications businesses.

C. FINANCIAL PERFORMANCE OF OPERATION

A petition for initiation of Corporate Insolvency Resolution Process (Cl RP) under Section 9 of the Insolvency and Bankruptcy Code, 2016 filed by M/S Interocean Fincap Services Pvt Ltd (Operational Creditor) has been admitted against the Company vide Honable National Company LawTribunal, Mumbai bench order dated 24/08/2021 and Mr. Rakesh Kumar Tulsyan has been appointed as IRP/RP by NCLT, Mumbai Bench under Section 13(1)(c)of the Insolvency and Bankruptcy Code, 2016. Also, the Honble NCLT has suspended directors and employees of the Company in same order.

The powers of Board of Directors of the Company stand suspended effective from the Cl RP commencement date and such powers along with the management of affairs of the Company are vested with the IRPin accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee of Creditors (CoC) has approved the Resolution Plan submitted by M/s. Astra Ventures/ Successful Resolution Applicant) by 100% voting at its 14^th Meeting held on 29.07.2022

Honble National Company Law Tribunal in its order dated February 7,2024 ("NCLT Order"), the Adjudicating Authority approved the resolution plan ("Approved Resolution Plan") submitted by Astra Venture (Successful Resolution Applicant) for the Company under Section 31 of the Code

The Financial performance of the Company for the year 2023-24 in brief is furnished below:

Cash Flow information: - An abstract of Cash Flow statement for the year ended on March 31,202A is as under:

As the Company has not generated any revenue hence product-wise performance not provided in this report

D. RISKS AND CONCERN

Risk management is an increasingly important business driver and is embedded in the activities of the Company through an enterprise wide approach. Resolution Professional Company has a defined risk management strategy with senior management identifying potential risk, evolving mitigation responses and monitoring the occurrence of risk.

The Company is also in the process of implementing a forward looking and predictive risk identification and management program that will help businesses limit risk exposure, save costs and enhance value for stakeholders. The definition of risk management is also being enlarged to incorporate an array of operational, legal and financial objectives besides ensuring safety and well-being of employees in the times of natural disasters and pandemic.

The risks are identified on a regular basis, across functions and business segments and the Company strives to link each risk with mitigation step to ensure business continuity. By addressing these challenges strategically and capitalizing on emerging opportunities, the company can strengthen its market position and drive sustainable growth.

E. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

An appropriate and adequate system of internal control exists in your company to ensure that all assets are safeguarded and protected against loss or from misuse or disposition, and that the transactions are authorized, recorded and reported suitably. Internal control systems are ensuring effectiveness of operations, accuracy and promptness of financial reporting and observance with laws & regulations.

The internal control is supplemented on an ongoing basis, by an extensive program of internal audit being implemented throughout the period. The internal audit reports along with management comments thereon were reviewed by the Resolution professional as Board were suspended. Implementations of the suggestions were also monitored by the Resolution professional. The internal control is designed to ensure that the financial and other records of the company are reliable for preparing financial statements and other data, and for maintaining accountability forthe companys assets.

F. HUMAN RESOURCES:

Mining is a labor-intensive industry and has a huge potential for employment generation particularly in the hinterland and backward areas, which have limited potential for other economic activities. In addition, it acts as a significant variable towards achieving a sustainable and inclusive growth.

Human Resources are highly valued assets at Max Alert Systems Limited. The Company seeks to attract, retain and nurture technical & managerial talent across its operations and continues to create, sustain the environment that brings out the best in our people with emphasis on training, learning & development. It aims at career progression and fulfilling satisfactory needs. Performance is recognized and rewarded through up gradation & job enrichment, performance incentives.

The company was under insolvency proceedings, leading to the suspension of all directors and employees. However, with the companys revival and the formation of a new board, there is now a renewed commitment to valuing and supporting our human resources. The new board is focused on reinstating and enhancing support systems for employees, ensuring their integral role in the companys growth and success moving forward.

G. DISCLOSURE OF ACCOUNTING TREATMENT:

The Companys board of directors are responsible for the matters stated in section 134(5) of the Act with respect to 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 principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities:

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.