1.  We have audited the attached Balance Sheet of Hisar Metal
 Industries Limited as at 31st March, 2012 and also the Statement of
 Profit and Loss and the Cash Flow Statement for the year ended on that
 date, annexed thereto. These financial statements are the
 responsibility of the Company''s 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 free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the 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 (Auditor''s Report) Order, 2003,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of the Companies Act, 1956, we enclose in theAnnexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in theAnnexure referred to above, 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 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 appears from our examination of
 those books;
 
 (c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 (e) On the basis of written representations received from the
 Directors, as on 31st March, 2012 and taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 31 st March, 2012 from being appointed as a Director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 notes thereon 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 of the
 Company as at 31st March, 2012,
 
 (ii) In the case of the Statement of Profit and Loss, of the profit for
 the year ended on that date and
 
 (iii) In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Referred to in paragraph 3 of the Auditor''s Report of even date to
 the members of Hisar Metal Industries Limited
 
 on the financial statements for the year ended March 31, 2012.
 
 1.  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) These fixed assets were physically verified by the management at
 regular intervals in accordance with a programme of verification
 adopted by the Company, which in our opinion is reasonable having
 regard to the size of the Company and the nature of its assets. As
 informed, no material discrepancies were noticed on such verification.
 
 c) Fixed Assets disposed off during the year were not substantial.
 According to the information and explanation given to us, we are of the
 opinion that the disposal of fixed assets has not affected the going
 concern status of the Company.
 
 2.  In respect of its inventories :
 
 a) The inventory has been physically verified during the year by the
 management. 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 are 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 is maintaining proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 Company to / from companies, firms or other parties covered in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (a) The Company has not granted any loans to Companies, firms or other
 parties covered in the Register maintained under Section 301 of the
 Companies Act, 1956. Consequently, the requirements of Clauses
 
 (iii)(a), (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 of the Order
 are not applicable.
 
 (b) The Company has taken loans during the year aggregating to Rs.372
 Lac from five parties covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 (c) The rate of interest and other terms and conditions on which loans
 have been taken by the Company are not prima facie, prejudicial to the
 interest of the Company.
 
 (d) According to the information and explanations given to us, no
 repayment was due in respect of the principal portion till the balance
 sheet date. The payment of interest has been regular.
 
 4.  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 the nature of its
 business with regard to the purchases of inventory and fixed assets and
 with regard to the sale of goods and services. During the course of our
 audit, we have not observed any continuing failure to correct major
 weakness in internal control system of the company.
 
 5.  In respect of transactions entered in the register maintained under
 Section 301 of the Companies Act, 1956:
 
 a) In our opinion and to the best of our knowledge and belief and
 according to the information and explanations given to us, the
 particulars of contracts and arrangements referred to in section 301 of
 the CompaniesAct, 1956 that need to be entered into the register
 maintained under section 301 have been so entered.
 
 b) According to the information and explanations given to us, no
 transaction (excluding loans/ deposits reported under paragraph 3
 above) is in excess of Rs. Five lacs in respect of each party, has been
 entered during the year.
 
 6.  The company had accepted deposits from the public and in our
 opinion and according to the information and explanations given to us,
 the Company has complied with the directives issued by the Reserve Bank
 of India and the provisions of Sections 58A, 58AA or any other relevant
 provision of the CompaniesAct, 1956 and rules framed thereunder, where
 applicable. As informed to us, no order has been passed by the Company
 Law Board or National Company Law Tribunal or Reserve Bank of India or
 any court or any other tribunal.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the cost records maintained by the Company
 pursuant to the companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1)(d) of the
 Companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained. We have
 
 however, not made a detailed examination of the cost records with a
 view to determine whether they are accurate or complete.
 
 9.  In respect of statutory dues :
 
 a) The Company has been regular in depositing undisputed statutory dues
 including Provident Fund, Employees'' State Insurance, Investor
 Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax,
 Custom Duty, Excise Duty, Cess, Service Tax and other statutory dues
 with the appropriate authorities during the year.
 
 b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of aforesaid dues were
 outstanding as at 31 st March, 2012, for a period of more than six
 months from the date of becoming payable.
 
 c) According to the records of the Company Sales Tax, Excise Duty,
 IncomeTax, Service tax, Customs Duty, WealthTax and Cess which have not
 been deposited on account of any dispute are given below :-
 
 Name of the Statute Nature of Dues Amount (in Rs.) Period to which the
 Forum where dispute
 
 amount relates is pending
 
 Excise Duty Excise Duty Demand 385377 1999-2000 Commissioner Appeal
 
 10.  The Company does not have accumulated losses as at the end of the
 financial year and the Company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 financial institution, bank or debenture holders.
 
 12.  Based on our examination of the records and the information and
 explanations given to us, the Company has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a Nidhi / mutual benefit
 fund / society. Accordingly, the provisions of clause 4 (xiii) of the
 Companies (Auditors Report) Order, 2003 is not applicable to the
 Company.
 
 14.  In our opinion the Company is not dealing in or trading in shares,
 securities, debentures and other securities.  However, in respect of
 investments the Company has maintained proper records of the
 transactions and contracts as well as timely entries have been made
 therein. These investments have been held by the Company in its own
 name.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that, the term loans have been applied for the purpose for which they
 were raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the CompaniesAct, 1956. Accordingly, the provisions of clause
 4(xviii) of the Companies (Auditors Report) Order, 2003 are not
 applicable.
 
 19.  During the year under repot, the Company has not issued any
 debentures and no debentures were outstanding at the begning of the
 year. Accordingly, the provisions of clause 4(xix) of the Companies
 (Auditors Report) Order, 2003 are not applicable.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  Based on the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the company has been noticed or reported during
 the course of our audit.
 
                                           For Ram Sanjay & Co.
                                         Chartered Accountants 
                                         Firm Reg. No. 021670N
 
                                            (Ram Babu Aggarwal)
 
 Place : Hisar                                         Partner
 
 Dated : 27th August, 2012                Membership No. 82093