MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 and in accordance with the accounting principles generally accepted in India. 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.

AUDITORS' 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 Company'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

We draw your attention to Note No-1 (Significant Accounting policies] of clause 5 to 9 forming part Notes to accounts as we are unable to comments on the same and subject to above in our opinion and to the best our information and according to the explanations given to us , the aforesaid 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:

(a] In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b] In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c] In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor's Report] Order, 2003 (the Order] issued by the Central Government of India in terms of Section 227(4A] of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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 and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, and the Statement of Profit and Loss comply with

Accounting Standards notified under 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, except "

* Accounting Standard 15 (Employee benefits) provision of gratuity is not made in accordance with Accounting Standard 15 (Revised.)

e. Note 19 relating to one time settlement(OTS) made with bank, resulting in waiver of disputed interest for the year , whose benefit has been credited by the company to the profit and loss account prior to the fulfillment of the condition of settlement. Taking of such credit which has not yet accrued to the company, has reduced the loss by Rs.87,94,692/-and its equivalent effect on the reserve and surplus of the company.

f. On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 274(l)(g) of the Companies Act, 1956.

ANNEXURES TO AUDIT REPORT

N.D.METAL INDUSTRIES LIMITED

Annexure referred to in paragraph 3 of our report to the members of M/S. N.D.METAL INDUSTRIES LIMITED as at 31st March, 2015, as required by The Companies (Auditor's Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of audit & on the basis of such checks of the books & records as were considered appropriate, we report that; r

i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) As informed to us the management has physically verified the fixed assets during the year in accordance with a program of verification, which in our opinion provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposals during the year.

ii) In respect of its inventories:

(a) The inventory has been physically verified by management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) In respect of loans, secured or unsecured granted or taken by the Company to /from companies firm or other parties covered in the register, maintained u/s. 301 of the Companies Act 1956:

During the year under audit, company has not granted any loan to company covered under register maintained u/s. 301 of the Companies act 1956 but there is an opening balance, in the respect of which maximum balance outstanding is Rs. 4,98,10,152/- (previous year Rs. 4,98,10,152/-) and year-end balance is Rs.4,98,10,152/- (previous year Rs. 4,98,10,152/-)

(a) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the company however we are unable to comment on the same.

(b) As per the information and explanations given to us, the above loans are repayable on demand and there is no repayment schedule.

(c) The company has taken loans from parties covered under register maintained u/s. 301 of the Companies act 1956 in respect of which maximum balance outstanding is Rs. 39,63,929 /- (previous year Rs. 39,63,929/-) year end balance is Rs. 39,63,929 /- (previous year Rs. 39,63,929/-).

(d) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the company.

(e) As per the information and explanations given to us, the above loans are repayable on demand and there is no repayment schedule.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regards to purchase of inventory, fixed assets & sales of goods.

v) In respect of transactions entered in the register maintained in pursuance of section 301 of the companies Act, 1956;

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) Transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 and exceeding the value of five lacs rupees in respect of any party during the year, these in our opinion and according to the information and explanations given to us, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) The company has not accepted any deposits from the public. Therefore, the provisions of section 58A and 58AA of the companies act, 1956, and rules framed there under and the directives issued by the Reserve Bank of India are not applicable.

vii) In our opinion and according to the information and explanations given to us, the Company does not have internal audit system commensurate with the size and the nature of its business.

viii) We have reviewed on test check basis and it has been informed that company under process of maintaining of cost records prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

ix) According to the information and explanations given to us, the provisions of the Provident Fund Act and Employees State Insurance Act are not applicable to the Company. Our reporting is limited to the amount of the deduction and the payment of the same. '

(a) The Company has been generally regular in depositing undisputed statutory dues, including Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth-Tax, Service Tax, Customs Duty, Excise Duty and any other statutory dues with the appropriate authorities during the year except TDS which has not been deposited regularly with appropriate authorities and there were significant delays in large nos. of cases.

(b) There are no undisputed amount payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues outstanding at the year-end for a period of more than six months from the date they became payable as at 31st March, 2015.

x) The company does not have accumulated losses at 31st March 2015 (Previous Year Rs. Nil/-) and the Company has not incurred cash losses during the year under Audit but has not incurred cash loss in the immediately_preceding year

xi) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xii) In our opinion and according to the explanation given to us, the nature of activities of the company does not attract any special statute applicable to Chit fund and Nidhi / Mutual benefit fund/ Societies.

xiii) The Company is not dealing or trading in shares, Securities, debentures and other Investment, Accordingly, the provisions clause 4(xiv) of paragraph 4 of the companies (Audited report) Order, 2003 are not applicable to the company.

xiv) According to the information and explanations given by management, the Company is not dealing or trading in shares, securities, debentures and other investments.

xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) In our opinion, and according to the information and explanations given to us, and on overall basis, the Term Loans has been applied for the purpose for which it is obtained.

xvii) According to the information and explanation given to us on the basis of overall examination of the books of the company, we are of the opinion that the Company has not utilized short term funds for Long term Investments.

xviii) The Company has not made preferential allotment to the parties and Companies Covered in the register maintained u/s 301.

xix) The Company has not issued any debentures during the year. Therefore the provision of clause (xix) of paragraph of the companies (Auditor's Reports) Order, 2003 is not applicable to the company.

xx) The Company has not raised any money by public issue during the year. Therefore the provision of clause (xx) of paragraph of the companies (Auditor's Reports) Order, 2003 is not applicable to the company.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year ended 31st March, 2015.

For SUDESH & ASSOCIATES Chartered Accountants Firm Regn.No.l31970W

CA. Sudesh R. Shetty (Proprietor) M.No. 103550

Place: Mumbai Date: 2nd September, 2015.