MPF Systems Ltd Auditors Report.

To

The Members of

MPF SYSTEMS LIMITED

(Previously known as Mather and Platt Fire Systems Limited)

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MPF SYSTEMS LIMITED (previously known as Mather and Platt Fire Systems Limited) which comprise the Balance sheet as at 31st March, 2018, the Statement of Profit and Loss, Cash Flow Statement and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Standalone Ind AS Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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 accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the companies (Indian Accounting standards) Rules, 2015 as amended. 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; selection and application of appropriate accounting policies; Making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made there under. We conducted our audit of the standalone Ind AS financial statements accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. 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 auditors judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the standalone Ind AS financial statements that give a true and fair view 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 the Companys Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, of the state of affairs of the Company as at 31st March, 2018, and its loss and its cash flow and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

i) Note 25 in the standalone Ind AS financial statements which indicates that the Company has accumulated losses and its net worth has been fully eroded, the Company has incurred a net loss during the current and previous year(s) and, the Companys current liabilities exceeded its current assets as at the balance sheet date. These conditions, along with other matters set forth in Note 25, indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said Note 25

ii) In the Note no. 24 to the Standalone Ind AS financial statements of the company for the year ended on March 31, 2018 in respect of scheme of capital reduction approved by The National Company Law Tribunal in accordance with which, an amount of Rs 3,23,25,150/- has been reduced from equity share capital by adjusting off the accumulated losses of the company. The effect of the above is given in the earlier year financial statement since the appointed date of scheme of reduction was 1st April 2015.

Our opinion is not qualified in respect of the Emphasis of Matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and 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 it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statement comply with the Accounting Standards specified under section 133 of Act, read with rule 7 of the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of written representations received from the directors at on 31st March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018, from being appointed as a director in terms of sub-section (2) of Section 164 of the Companies Act, 2013.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; to this report;

g) with respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its financial position except mention in annexure to audit report and in notes to accounts ;

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

(iii) There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

For KALA JAIN & CO. Chartered Accountants Firm Reg. No. 127886W Sd/-(Suparsh Kala) PARTNER

Membership No.114419

Place: Mumbai Date: 30-05-2018

"Annexure B" to the Independent Auditors Report of even date on the Standalone Financial Statement of MPF SYSTEMS LIMITED (previously known as Mather and Platt Fire Systems Limited)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MPF SYSTEMS LIMITED (previously known as Mather and Platt Fire Systems Limited) as of 31st March, 2018 in conjunction with our audit of the standalone financial statement of the company for the year ended on that date.

Managements Responsibility for the Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibility include the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of the assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of Internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered accountant of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial control over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditors judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KALA JAIN & CO.

Chartered Accountants

Firm Reg. No. 127886W Sd/-(Suparsh Kala)

PARTNER

Membership No.114419

Place: Mumbai

Date: 30-05-2018

Annexure to the Auditors Report

The Annexure referred to in our report to the members of MPF Systems Limited for the period Ended on 31st March 2018 we report that:

S.

No.

Particulars Auditors Remark
(i) (a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets; In our opinion and according to information and explanation given to us, the company is maintaining proper records of fixed assets.
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account; In our opinion and according to information and explanation given to us the periodicity of physical verification is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.
(c) Whether the title deeds of immovable properties are held in the name of the company. If not, provide details thereof. The Company does not have any immovab le properties in its own name.
(ii) Whether physical verification of inventory has been conducted at

reasonable intervals by the management and whether any material discrepancies were noticed and if so, whether they have been properly dealt with in the books of account;

No, the company does not hold any physical inventory at the end of the period.
(iii) Whether the company has granted any loans, secured or unsecured to companies, firm s or limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act. If so, No, In our opinion and according to information and explanation given to us the company has not granted any loans, secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act
(a) Whether the terms and conditions of the grant of such loans are not prejudicial to the companys interest; N.A.
(b) t hether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular; N.A.
(c) ff the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest; N . A.
(iv) thether the company has giv en any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company; No, fn our opinion and according to inform ation and explanati on given to us the company has not given any guarantee for loans taken by others from bank or financial institutions.
(v) fn case the company has accepted deposits, whether the directives issued by the oeserve Bank of fndia and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under, where applicable, have been complied with? ff not, the nature of such contraventions should be stated; ff an order has been passed by Company iaw Board or National Company iaw No, the company has not accepted any deposits from public.
Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained; No, In our opinion and according to information and explanation given to us the central government has not prescribed the maintained of cost records for any of the product manufactured/services rendered by the company.
(vii) (a) Whether the company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor. In our opinion and according to information and explanation given to us the company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities except for delay in the payment of Income Tax amounting to Rs 56,323/-ranging between 1 to 179 days. In our opinion and according to information and explanation given to us there are no undisputed amount payable in respect of sales tax, custom duty, wealth tax, service tax, excise duty and cess as at 31 March 2018 for a period of more than 6 month, from the date they became payable except for the Income tax amounting to Rs 2, 05,950/-.
(b) In case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned.(A mere representation to the concerned Department shall not constitute a dispute). In our opinion and according to information and explanation given to us, the dues mention in annexure I regarding to sales tax have not been deposited with the appropriate authorities on account of disputes.
(viii) Whether the company has defaulted in repayment of loans and borrowings to a financial institution, bank, Government or dues to debenture holders? If yes, the period and amount of default to be reported (in case of defaults to bank, financial institutions and Government lender wise details to be provided). No, In our opinion and according to information and explanation given to us. The company did not have any outstanding dues to any financial institution, banks, Government or debenture-holders during the year.
(ix) Whether money raised by way of initial public offer or further public offer (including debt instruments) and term loan were applied for the purpose for which those are raised. If not, the details together with delays or default and subsequent rectification, if any, as may be applicable, be reported. In our opin i on and according to information and explanation given to us, no money raised by way of initial public offer and no term loan were applied and taken during the year under audit.
(x) Whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated. In our opinion and 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.
(xi) Whether managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act? If not, state the amount involved and steps taken by the company for securing refund of the same. In our opinion and according to the inform a ti on a nd explan ations given to us, no managerial remuneration has been paid by the company to its managerial person during the period covered under audit.
(xii) Whether the Nidhi Company has completed with the Net Owned Fund in the ratio of 1:20 to meet out liability and whether the Nidhi Company is maintaining 10% unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability. N.A.
(xiii) Whether all transactions with the related parties are in compliance with Section 177 and 188 of companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the accounting standards. In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of the companies Act, 2013.
(xiv) Whether the company has made any preferential allotment or private placement of shares or fully or partly convertible debenture during the year under review and if so, as to whether the requirement of Section 42 of the Companies act, 2013 have been complied with and the amount raised have been used for the purpose for which the funds were raised. If not, provide the details in respect of the amount involved and nature of non-compliance. In our opinion and according to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debenture during the year.
(xv) Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether provisions of section 192 of companies Act, 2013 have been complie d with. In our opinion and according to the information and explanations given to us, the company has not entered into any noncash transactions with directors or persons connected with him.
(xvi) Whether the company is required to be registered under section 45-IA of the Reserve Bank of India, 1934 and if so, whether the registration has been obtained. N . A.

 

For Kala Jain & Co.
Chartered Accountants
FRN: 127886W
Place: Mumbai
Sd/-
Date:30-05-2018 Suparsh Kala
Partner
M.N.114419