Auditor Report of N D Metal Industries Ltd.

Mar 31, 2024

We have audited the financial statements of N.D Metals Industries Limited (“the Company”),

which comprise the balance sheet as at 31^st March 2024, and the statement of Profit and Loss,
(including other comprehensive income), statement of changes in equity and statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act 2013 (the Act) in
the manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2023, and Profit & loss
(including other comprehensive income),changes in equity and its cash flows for the year ended on
that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial
statements.

Key Audit Matters

Key audit matters are those that, in our professional judgment, were of most significance in our
audit of financial statements of the current year. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the annual report, but does not include the financial
statements and our auditor’s report theron.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.

Responsibilities of Management for the Financial Statements

The Company’s 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, changes in equity 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; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and 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
financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s
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.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also: Identify and assess the risks of
material misstatement of the financial statements,

• whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of
the Act, we are also responsible for expressing our opinion on whether the company
has adequate internal financial controls with reference to financial statements in place
and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our auditors'' report. However, future events or conditions may cause
the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of
the financial statements may be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditors’
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,
2013, we give in the Annexure ‘A’ a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

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 purposes 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 dealt
with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules,2014.

(e) On the basis of the written representations received from the directors as on 31^st March,
2024, taken on record by the Board of Directors, none of the directors is disqualified as on

31^st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate Report
in “Annexure B”.

(g) With the respect to the other matters to be included in the Auditors Report in accordance
with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the
best of our information and according to the explanations given to us, the remuneration not
paid by the Company to its directors is in accordance with the provisions of Section 197 of
Act; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 Ind AS
financial statements.

ii. The Company did not have any long-term contracts including derivatives 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.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no

funds (which are material either individually or in the aggregate) have been advanced
or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person or entity, including
foreign entity (“Intermediaries”), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received
by the Company from any person or entity, including foreign entity (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding
Party(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe
that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under(a)and (b) above, contain any material misstatement.

v. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books
of account using accounting software which has a feature of recording audit trail (edit
log) facility is applicable to the Company with effect from April 1, 2023, and
accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules,
2014 is not applicable for the financial year ended March 31,2024.

For Suvarna & Katdare
Chartered Accountants
Firm Regn. No. 125080W

s/d

CA Ravindra Raju Suvarna
Partner

Membership No. 032007
Date: 02/09/2024
UDIN: 24032007BKAJSM6339
Place: Mumbai

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Mar 31, 2015

We have audited the accompanying financial statements of N D METAL INDUSTRIES LIMITED , which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

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.

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Mar 31, 2014

We have audited the accompanying financial statements of N.D.METAL INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the period then ended, and a summary of significant accounting policies and other explanatory information.

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 thereasonableness 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.l (Significant Accounting Policies) of clause 5 to 9 forming part of Notes to Accounts as we are unable to comments on the same and subject to above in our opinion and to the best of 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 31,2014;

(b) In the case of the Statement of Profit and Loss, of the loss of the Company for the period ended on that date and

(c) In the case of Cash Flow Statement of cash flows 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 25 relating to one time settlement (OTS) made with lender, 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.4,59,66,076/- 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 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, from being appointed as a director in terms of Section 2 74(1) (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, 2014, 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;

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 granted loan to company covered under register maintained u/s. 301 of the Companies act 1956 in the respect of which maximum balance outstanding is Rs. 4,98,10,152/- (previous yearRs. 4,98,10,152/-] and year-end balance is Rs. 4,98,10,152/- (previous yearRs. 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 yearRs. 39,612 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 fade 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 th''e 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 commensuratewith 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, 2014.

x] The company does not have accumulated losses at 31st March 2014 (Previous Year Rs. Nil/-) and the Company has incurred cash losses during the year under Audit but has 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, 2014.

For SUDESH & ASSOCIATES Chartered Accountants Firm Regn.No.:131970W

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

Place: Mumbai Date: 2nd September, 2014

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of V.D.MCTAL INDUSTRIES LIMITED as at 31st March. 2010 and the Profit* Loss Account and Cash flow statement annexed thereto for the year ended on thai date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2.We conducted our audit in accordance with auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are froe from any material misstatement, Audit includes examining, on a test basis, evidence supporting the accounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation, We believe that Our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order. 2003. issued by the Central Government of India in terms of Section 22? (4 A) of the Companies Act 1956. we annexed hereto a statement on the matters specified in paragraph 4 of the said order.

4. Further to our comments in the statement referred to in paragraph 3 above, wc state that:

a) We have obtained all die information anil explanaation, which to the best of our knowledge and belief were necessary for the purpose of our audit. In our opinion proper Books of Account AS required by the law have been kept by the Company so far as appears from our examination of such Boob

b) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of" Account.

c) In our opinion, the said Balance Sheet, Profit & Loss Account und Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard IS Employee Benefits, "provision of gratuity, h not made in accordance with Accounting Standard IS (Revised).

d) On the husis of the written representations received from the Directors and taken on record by the Board of Directors, wc report that none of the directors is disqualified as on 3ln March, 2010 from being appointed as a director in terms of clause )g) of sub section (I) of section 274 of the Companies Act. 1956- As regards Government Nominee Directors, dwy are exempted from the provisions of Section 274 (l)(g)in view of general circular issued by the Department of Company Affairs.

Subject (o above, in ouf opinion and to the best of our information and according to the explanation given to us. the Balance Sheet, Profit & UtfS Account and Cash Flow Statement read together with the significant accounting policies and the other notes thereon give the information required by die Companies Act ^56 in the manner so required and give a true and fair view:

(i) In the case of Itw: Balance Sheet, of the State of Affairs of the Company as 31st March. 2010, and

(ii) In the case of Profit & Loss Account, of the "Loss" for the year ended on that date and

(iii) In the case of cash flow stutemcnt of the cash How for the year ended on that date

Annexure to Auditors Report ND Metal Industries Ltd

i) In respect of Us 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 yeaf in accordance with a program of verification, which in our opinion provides lor physical verification of the fixed assets at reasonable intervals. According t» 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 the management during the year. In our opinion, die frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us. (he 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 took secured or unsecured granted or taken by the Company to /from companies firm or other parties covered in the register, maintained ws. 301 of the Companies Act 1956:

(a) The company has given loan to two company covered under register maintained u/s. 301 of the Companies act 1956, during rhe year. In respect of the said loan the maximum amount outstanding at any time during the year is Rs. 3,55,55.000/- and the yearend balance is Rs. 3,52.97,000/-.

(b) According to the management, the terms and conditions of the loans iriven hv the company are not prima facie prejudicial to the interest of the company however we are unable to comment on the same.

(c) The Principal amounts are repayable on demand and there is no repayment schedule. the loans are interest free.

(d) In rcsped of the said loans the same are repuyublc on demand and therefore the question of overdue amounts does not arise.

(e) The company has taken loans from two parties covered under register maintained u/s. 301 of the Companies act 1056 in respect of which maximum balance outstanding is Rs. 53,13.929 and year end balance is Rs. 39,63.29--.

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

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

iv) In our opinion and according to the information and explanations given to us, there arc 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 ofscetion 301 of the companies Act. 1956;

(a) To the best of our knowledge and belief and according to the information and 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 lac 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 arc reasonable having regard to prevailing market prices at the relevant lime.

vi> The company has not accepted any deposits from the public.Therefore, the provisions of section 58A and S8AA of the companies act 1956. and rules framed there tender and the directives issued by the Reserve Bank of India are not applicable.

vii) In our opinion until according in the information and explanation given to us, the Company doe.% not have internal audit system SO as to be commensurate with the size and ilie nature of its business.

viii) We have been informed that the maintenance of cost records has not been prescribed by the Central Government under Section 2fr9( 1) (d) of the Companies Act, 1956.

ix) According to the information and explanations given to us, the provisions of die Provident fund Act and Employees Suite Insurance Act arc not applicable to the Company. Our reporting is limited to the amount of the deduction and the payment of the same.

(a) The Company hart been generally regular in depositing undisputed statutory dues. including Investor Education and Protection Fund, Income Tax. Sales Tax, Wealth- Tax, Customs Duly, Excise Duly and any other statutory dues with the appropriate authorities during the year.

(b) There are no undisputed amount payable in respect of Income Tax AVealih Taw Service Tax. Sales Tax / Cess.1 Custom Dirty / and Excise Duly outstanding at the year end for a period of more than six months from the dale they became payable as on3l.03.20IO.

x) The company docs not have accumulated losses at 3tst March 2010. The company has

incurred during the year the loss of Rs. 84,69,326/- including the cash losses of Rs. 50,40.578- during the year under Audit and also has incurred the loss in the immediately preceding year.

xi) Rased on our audit procedures and on die information and explanations given by die management, we are of the opinion dial the company has not defaulted in die repayment of dues to financial institutions, banks and debenture-holders.

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

xiii) In our opinion and according to the explanation given to us, the nature of activities of the company docs not attract any special statute applicable to Chit fund and Midhi / Mutual benelit fund. Societies.

xiv) 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 arc not applicable to die company.

XV) According to the information aid explanations given to us, the company has given guarantee for loans taken by associated company or other* from bank of financial institution.

xvi) The Company has availed Term Loans and as per the information and on explaination given to us, nSc loan tnkcn has utilized for the purpose for which die loans were taken.

xvii) According to the information and explanation given to us on the basis of overall examination of the books of (he company, we are of the opinion that the Company has no) utilized short term funds for repayment ofborrowings. Acquisition of fixed assets and investments.

xviii) The Company has not made any preferential allotment io the panics and Company Covered in the reg. maintains ids ; 11:

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

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

For Chaturvedi Sohafl & Co.

Chartered Accountants FRN:118424 W

-Sd/- Solid n Chaturvedi Partner M-No. 030760

Place: Mumbai

Date: 2nd September, 2010