We have audited the accompanying standalone financial statements
of Shyam Metalics and Energy Limited ("the Company"), which
comprise the Balance Sheet as at 31 March 2025, 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 standalone financial statements,
including material accounting policy information and other
explanatory information (hereinafter referred to as the "standalone
financial statements").
In our opinion and to the best of our information and according to the
explanations given to us and based on the consideration of reports
of other auditor on the separate audited financial statements of
Shyam Metalics Employees Welfare Trust ("ESOP Trust"), the aforesaid
standalone 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 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 31 March 2025, and profit, other
comprehensive income, changes in equity and its cash flows for the
year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further
described in the 'Auditor's Responsibilities for the Audit ofthe Standalone
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 standalone financial
statements under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the
audit evidence obtained by us and with the consideration of report of
the other auditors referred to in the "Other Matters" section below, is
sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in
our audit of the standalone financial statements for the year ended 31
March 2025. These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to be the
key audit matters to be communicated in our report.
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S.
No.
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Key Audit Matter
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How the Key Audit Matter was addressed in our audit
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1
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Recognition, measurement and presentation of contingent
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Our audit procedures included the following:
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liabilities and other litigations
Assessment of litigations and related disclosure of contingent
liabilities (Refer Note 1C (c) to the standalone financial
statements- "Significant accounting judgments, estimates and
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We understood the processes, evaluated the design and
implementation of controls and tested the operating effectiveness
of the Company's controls over the recording and re-assessment
of uncertain legal positions, litigations and contingent liabilities;
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assumptions - Provisions and contingent liabilities" and Note 41
(c) to the standalone financial statements "Contingent liabilities")
as at 31 March 2025. The Company, in the normal course of
business, is contesting various claims and proceedings including
matters relating to direct and indirect taxes that arise from time
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We obtained an understanding of the nature of litigations pending
against the Company by reading the minutes of the Board of
Directors meetings and discussing the developments during the
year for key litigations with Senior Management personnel.
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to time. The Company assesses the need to make provision
or disclose a contingency on a case to-case basis considering
the underlying facts of each such litigation or dispute. This
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Verified the completeness of the litigations and claims by
examining, on a sample basis, the legal and professional expenses
incurred during the year.
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assessment is significant to our audit, to assess adequacy of
disclosure or provision in the books of account. The accounting
and disclosure for contingent liabilities is complex & involves
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We performed our assessment on a test basis on the underlying
calculations supporting the contingent liabilities/other significant
litigations disclosed in the standalone financial statements;
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judgment in assessing the outcome of the matter and estimating
the potential impact if the outcomes are unfavourable, and the
amounts involved are, or can be, material to the standalone
financial statements. Considering the amounts, which can be
material and involves significant management judgement and
estimation, we have identified this as a key audit matter.
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Evaluated the evidence supporting the judgement of the
management about possible outcomes and the reasonableness
of the assumptions and estimates, used in measuring the
probable or possible impact.
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S.
Key Audit Matter
No.
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How the Key Audit Matter was addressed in our audit
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• Involved our internal tax experts to challenge the Management
judgement and rationale with respect to tax provisions not made
in the books of account or disclosed as contingent liability or
cases where outflow of resources is remote and do not warrant
any disclosure.
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• We also obtained independent legal confirmations for significant
matters from the legal counsels or law firms handling such
matters to corroborate management's conclusions.
• Evaluated appropriateness and adequacy of the disclosures
of the contingent liability made in the Standalone financial
statements in accordance with the requirements of Ind AS 37 -
'Provisions, Contingent Liabilities and Contingent Asset' and Ind
AS 12 - 'Income Taxes'.
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Information other than the standalone Financial
Statements and Auditor's Report thereon
The Company's Board of Directors is responsible for the other
information. The other information comprises the Director's report,
Chairman's statement, Management Discussion and Analysis and
report on corporate governance but does not include the standalone
financial statements and our auditor's report thereon. The Director's
report, Chairman's statement, Management Discussion and Analysis
and report on corporate governance is expected to be made available
to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover
the other information and we will not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
When we read the Director's report, Chairman's statement,
Management Discussion and Analysis and report on corporate
governance, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those
charged with governance under SA 720 'The Auditor's responsibilities
Relating to Other Information' and describe actions applicable in the
applicable laws and regulations
Responsibilities of Management and Those Charged
with Governance for the standalone Financial
Statements
The Company's Board of Directors is responsible for the matters stated
in section 134(5) of the Act with respect to the preparation of these
standalone 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. The respective Management
and Board of Directors of the Company and the Trustees of the ESOP
Trust are responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the
assets of the Company and the ESOP Trust 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 standalone financial statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the respective
Management and Board of Directors of the Company and the Trustees
of the ESOP Trust are responsible for assessing the Company's / ESOP
Trust'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 the Board of Directors / Trustees of the ESOP Trust
either intends to liquidate the Company / ESOP Trust, respectively, or
to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the Company and Trustees of
the ESOP Trust are responsible for overseeing the financial reporting
process of the Company and the ESOP Trust.
Auditor's Responsibilities for the Audit of the
standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether
the standalone 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 standalone financial statements.
We give in "Annexure A" a detailed description of Auditor's
responsibilities for Audit of the Standalone Financial Statements.
Other Matter
We did not audit the financial statements of the ESOP Trust included in
the standalone financial statements of the Company whose financial
statements reflects total assets of t 39.36 crores as at 31 March 2025,
total revenues of t 8.72 crores and net cash flows of t 0.40 crores for
the year ended on that date, as considered in the financial statements
of the ESOP Trust. The financial statements of ESOP Trust have been
audited by their auditors whose report has been furnished to us,
and our opinion in so far as it relates to the amounts and disclosures
included in respect of this ESOP Trust, is based solely on the report
of such auditor.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give
in "Annexure B" 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 except for the matters
stated in the paragraph 2 (h) (vi) below on reporting
under Rule 11 (g). and except that, in the absence of
sufficient appropriate audit evidence we are unable to
comment whether back-up of the books of account and
other books and papers maintained in electronic mode,
have been kept in servers physically located in India
on a daily basis for the period 01 January 2025 to 31
March 2025, as explained in Note 50(j) to the standalone
financial statements.
(c) The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash Flow
dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act.
(e) On the basis of the written representations received from
the directors as on March 31,2025 taken on record by the
Board of Directors, none of the directors are disqualified
as on 31 March 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.
(f) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated
in paragraph 2 (b) above on reporting under Section
143 (3) (b) and paragraph 2 (h) (vi) below on reporting
under Rule 11 (g).
(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure C".
(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 has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer note 41 (c) to the
standalone financial statements;
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.
iv. (A) The Management has represented that, to the
best of its knowledge and belief, no funds 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(s) or entity(ies),
including foreign entities ("Intermediaries"),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary
shall, 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 have been received by the Company
from any person(s) or entity(ies), including
foreign entities (Funding Parties), with
the understanding, whether recorded in
writing or otherwise, as on the date of
this audit report, that the Company shall,
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 performed
that have been considered reasonable
and appropriate in the circumstances, and
according to the information and explanations
provided to us by the Management in this
regard 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 mis-statement.
v. The final dividend paid by the Company during
the year in respect of the same declared for the
previous year is in accordance with section 123 of
the Companies Act 2013 to the extent it applies to
payment of dividend.
The interim dividend declared and paid by the
Company during the year and until the date of this
audit report is in accordance with section 123 of the
Companies Act 2013.
The Board of Directors of the Company have
proposed final dividend for the year which is subject
to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in
accordance with section 123 of the Act to the extent
it applies to declaration of dividend. (Refer note 18
(j) to the Standalone financial statements)
vi. Based on our examination which included test
checks, the Company has used two accounting
softwares for maintaining its books of accounts.
One of the softwares, has a feature of recording
audit trail (edit log) facility, except that no audit
trail feature was enabled at the database level in
respect of the said accounting software to log any
direct data changes as explained in note 50 (j) to
the standalone financial statements. Further, where
enabled, audit trail feature has been operated for
all relevant transactions recorded in the accounting
software. Also, during the course of our audit, we did
not come across any instance of audit trail feature
being tampered with in respect of such accounting
software. Additionally, the audit trail of prior year has
been preserved by the Company as per the statutory
requirements for record retention to the extent it
was enabled and recorded in respective years.
In case of the second accounting software, it has a
feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all
relevant transactions recorded in the software.
Further, during the course of our audit, we did not
come across any instance of audit trail feature being
tampered with. Additionally, the audit trail of prior
year has been preserved by the Company as per the
statutory requirements for record retention.
3. In our opinion, according to information, explanations given
to us, the remuneration paid by the Company to its directors
is within the limits laid prescribed under Section 197 read with
Schedule V of the Act and the rules thereunder.
For M S K A and Associates
Chartered Accountants
ICAI Firm Registration No.105047W
Dipak Jaiswal
Partner
Membership No. 063682
UDIN: 25063682BMOTOB7558
Place: Kolkata
Date: 09 May 2025
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