Management's Responsibility for the Financial Statements:

Management is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor's 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. 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 opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the State of affairs ofthe Company as at 31st March' 2013;

ii. In the case of the Statement of Profit & Loss, of the Profit of the company for the year ended on that date and iii. In the case ofthe Cash Flow Statement ofthe Cash Flows for the year ended on that date.

ii. Listing of Shares

The company has moved the Delhi, Calcutta and Magadh Stock Exchange for delisting of its equity shares. At present the company's shares listed on BSE only, in accordance with the relevant listing agreements.

iii Investor Service

Performance measures have been established in respect of all aspect of investor service. Results are monitored regularly and improvement made wherever required.

iv Performance Management

D1NA IRON AND STEEL LIMITED places importance on the management of performance, the purpose being to support all employees to perform to peak potential. The process includes the regular and transparent review of the performance of all employees against agreed objective. Employee's remuneration is strongly linked to individual and company performance.

BOARD OF DIRECTORS

Nature and Role of the Board of Directors

The company's board of directors comprises individuals with considerable experience and expertise across a range of discipline including general management, business strategy, finance and accounting and law. All board members have a significant breadth of business experience.

At present the Board of Directors, consist of Three (3) directors as on March'2013. Out of which one Mr. Sanjay Kumar Bhartiya is a Managing Director of the company and another two Mr. Prashant Bhartiya and Mrs. Ritu Bhartiya are Directors of the company. All statutory and material information was made available to the Board of Directors to ensure adequate disclosures and transparent decision making.

I. Board meting & Attendance of Directors

The Board of Directors duly met 8 (eight) times on 13.04.2012, 15.06.2012, 27.06.2012, 20.07.2012, 10.08.2012, 08.11.2012, 02.01.2013, and 04.03.2013 in respect of which proper notices have been given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. All the directors were present during all the board meetings and therefore no leave of absence was required.

II. Board and Committee Memberships

As mandated by clause 49, none of directors are member of more than ten board level committees nor are they chairman of more than five committees in which they are members.

Further to our comments in the annexure referred to above, we report that: -

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management at reasonable intervals and material discrepancies noticed on such verification have been properly dealt with in the books of account.

(c) The company has not disposed substantial part of fixed assets during the year.

(n) (a) The inventory has been physically verified by the management at regular interval during the year,

(b) Procedures adopted for the physical verification of inventory by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory and material discrepancies noticed on physical verification have been properly dealt with in the books of account.

tiii) (a) The Company has granted loans to companies/firm/or other parties, covered in the register maintained under Companies Act, 1956. Amount of loan granted amounts to Rs. 1.76 Lacs and having year end balance of Rs 9.77 Lacs

(b) The rate of interest and the terms and conditions on which loan is granted cannot be piima-facie said to be prejudicial to the interest of the company.

(c) The Company has been regular in receiving payment of principle and the interest amount.

(d) The company is not in need to take any steps for the recovery of the principal and interest amount, if overdue amount is more than Rs. 1,00,000.00.

(e) The Company has taken loan from companies / firm / other parties, covered in the register maintained under Companies Act, 1956. Maximum amount of loan taken amounts to Rs.244.03 Lacs and having year end balance of Rs 803.04 Lacs

(0 The rate of interest and the terms and condition on which the loans were taken from the companies, firm or other parties listed in the register covered under Companies Act, 1956, is not prima-facie prejudicial to the interest of the company.

(g) The Company has been regular in making payment of principle and the interest amount.

(iv) There is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services according to the explanation and information given to us. No continuing failure to correct major weaknesses in internal control system, were noticed while conducting the audit.

(v) (a) There had no been no contracts or any arrangement entered into by the company referred to in section 301 requiring to be entered in the register.

(b) The company had not entered into any transaction in pursuance of the contract or arrangement as referred in section301 thus there is no price which needs to be reasonable.

(vi) The company has not accepted any deposits from the public which is ought to be covered under the Section 58A and 58AA and other relevant provisions of Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

(vii) The company has an internal audit system commensurate with its size and nature of its business.

(viii) We have broadly reviewed the books of account relating to material, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima -facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax Wealth Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

(b) There are no dues in respect of Sales Tax / Income Tax / Custom Duty / Wealth Tax / Excise Duty / Cess which have not been deposited on account of any dispute.

(x) The company does not have any accumulated losses. Further it has not incurred cash losses in the last financial year and in the financial year immediately preceding the last financial year.

(xi) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi mutual benefit fund/ society. Hence the provisions of the clause 4(xiii) of the Companies (Auditor's Report) Order,2003 is not applicable to the company

(xiv) The company is not engaged in trading in shares securities, debentures and other investments. Thus the provision of the clause 4(xiv) of the Companies (Auditor's Report) Order,2003 is not applicable to the company

(xv) The company has not given any guarantee for loans undertaken by others from bank or financial institutions.

(xvi) The term loan has been applied for the purpose for which it was obtained by the company.

(xvii) On overall examination of the balance sheet and information and explanation given to us, we state that there had been no funds raised for short term purpose been utilized for the long term investment.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) The company has not issued any debentures.

(xx) The company has not raised any funds through public issue during the year.

(xxi) There is no fraud on or by the company that has been noticed or reported during the year.

                                          For Suhodh Goel & Co.
                                         Charetred Accountants

                                         (SUBODH KUMAR GOEL)
Place: Patna                              M.NO.-74835
Date: 10-08-2013                          Partner
                                          Firm Reg. No-006103C