You are here » Home » Companies » Company Overview » Shyam Metalics & Energy Ltd

Shyam Metalics & Energy Ltd.

BSE: 543299 Sector: Metals & Mining
NSE: SHYAMMETL ISIN Code: INE810G01011
BSE 00:00 | 25 Nov 293.10 1.85
(0.64%)
OPEN

289.10

HIGH

299.10

LOW

289.10

NSE 00:00 | 25 Nov 293.65 2.30
(0.79%)
OPEN

291.35

HIGH

299.50

LOW

291.00

OPEN 289.10
PREVIOUS CLOSE 291.25
VOLUME 4740
52-Week high 385.40
52-Week low 273.00
P/E 15.65
Mkt Cap.(Rs cr) 7,476
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 289.10
CLOSE 291.25
VOLUME 4740
52-Week high 385.40
52-Week low 273.00
P/E 15.65
Mkt Cap.(Rs cr) 7,476
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shyam Metalics & Energy Ltd. (SHYAMMETL) - Auditors Report

Company auditors report

To the members of Shyam Metalics and Energy Limited Report on the Audit of theStandalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of SHYAM METALICSAND ENERGY LIMITED (the "Company") which comprise the Balance Sheet as atMarch 31 2022 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Statement of Cash Flows for the year ended onthat date and a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as the "standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 as amended (the "Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2022 and its profittotal comprehensive income changes in equity and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing ("SA"s) specified under section 143(10) of the Act. Ourresponsibilities under those standards are further described in the ‘Auditor'sResponsibilities for the Audit of the Financial Statements' section of our report. We areindependent of the Company in accordance with the ‘Code of Ethics' issued by theInstitute of Chartered Accountants of India ("ICAI") together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 45 to the standalone financial statements regarding theimpact of COVID-19 on the financial statements. The Company has not considered thepossible effects that may result from the pandemic relating to COVID-19 as same is notmaterial. In developing the assumptions relating to the possible future uncertainties inthe global economic conditions because of this pandemic the Company as at the date ofapproval of these financial statements has used internal and external sources ofinformation including credit reports and related information and economic forecasts. Theimpact of COVID-19 on the Company's financial statements may differ from that estimated asat the date of approval of these financial statements and the Company will continue toclosely monitor any material changes to future economic conditions.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's Responsibilities for the Audit of the standalone financial statements section ofour report including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the standalone financial statements. The results of our audit proceduresincluding the procedures performed to address the matters below provide the basis for ouraudit opinion on the accompanying standalone financial statements.

Key audit matter How our audit addressed the key audit matter
Revenue from Sale of Goods [Refer to Note 29 to the standalone financial statements]
The Company recognizes revenues when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. In determining the sales price the Company considers the effects of rebates and discounts (variable consideration). Our audit procedures included the following:
Considered the adequacy of the Company's revenue recognition policy and its compliance in terms of Ind AS 115 ‘Revenue from contracts with customers'.
Assessed the design and tested the operating effectiveness of internal financial controls related to revenue recognition.
The terms of arrangements in case of domestic and exports sales including the timing of transfer of control the nature of discount and rebates arrangements delivery specifications including incoterms create complexity and judgment in determining sales revenues. The risk is therefore that revenue is not recognized in accordance with terms of Ind AS 115 ‘Revenue from contracts with customers' and accordingly it was determined to be a key audit matter in our audit of the standalone financial statements. Performed sample tests of individual sales transaction and traced to sales invoices and other related documents. In respect of the samples selected tested that the revenue has been recognized in accordance with Ind AS 115.
Selected sample of sales transactions made pre and post-year end agreed the period of revenue recognition to underlying documents.
Selected samples of rebates and discounts during the year compared them with the supporting documents and performed re-calculation of those variable considerations as per scheme documents.
Assessed the relevant disclosures made in the standalone financial statements.
The Company's Exposure to Litigations Risk and related disclosure of Contingent Liabilities [Refer to Note 40 (b) to the standalone financial statements]
As at March 31 2022 the Company has exposures towards litigations relating to different laws regulations and interpretations. Significant management judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognised or a disclosure should be made. Our audit procedures included the following:
Understood the process followed by the Company for assessment of litigations and determination of Contingent Liabilities relating to relevant laws and regulations.
Inquired with the management for recent developments and the status of the material litigations which were reviewed and noted.
The management judgement is also supported with legal advice in certain cases as considered appropriate. As the ultimate outcome of the matters are uncertain and the positions taken by the management are based on the application of their best judgement related legal advice including those relating to interpretation of laws / regulations it is considered to be a Key Audit Matter. Examined the assumptions used in estimation of the tax provision and the possible outcome of the disputes underlying calculations supporting the contingent liabilities/other significant litigations disclosed in the standalone financial statements.
Evaluated management's assessments and position by understanding precedents set in similar cases and assessed the reliability of the management's past estimates/judgements.
Assessed the adequacy of the Company's disclosures in the standalone financial statements.
Based on the above work performed the assessment in respect of litigations and related disclosures relating to contingent liabilities/other significant litigations in the Standalone Financial Statements is considered to be reasonable.

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 otherinformation comprises the information included in the Annual Report but does not includethe standalone financial statements and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income changes in equity and cash flows of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of the internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal control system in place and the operating effectiveness ofsuch controls.

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

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe 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 2020 (the "Order")issued by the Central Government in terms of Section 143(11) of the Act we give in "AnnexureA" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 bestof 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 theCompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flows dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended.

(e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct.

(f ) With respect to the adequacy of the internal financial controls with reference tothe standalone financial statements of the company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(g) In our opinion and to the best of our information and in accordance to theexplanations given to us the managerial remuneration for the year ended March 31 2022has been paid / provided by the Company to its directors in accordance with the provisionsof section 197 read with the Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

(i) The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements – Refer Note 40 (b) to the standalonefinancial statements;

(ii) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contract – Refer Note 55 to the standalone financial statements;

(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company – Refer Note 57 to the standalonefinancial statements.

(iv) (A) The Management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds or sharepremium 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 theunderstanding whether recorded in writing or otherwise that the Intermediary shalldirectly or indirectly lend or invest in other person(s) or entity(ies) identified in anymanner whatsoever by or on behalf of the Company ["Ultimate Beneficiary(ies)"]or provide any guarantee security or the like on behalf of the Ultimate Beneficiary(ies);

(B) The Management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person(s) or entity(ies) includingforeign entity ["Funding Parties"] with the understanding whether recorded inwriting or otherwise that the Company shall whether directly or indirectly lend orinvest in other person(s) or entity(ies) identified in any manner whatsoever by or onbehalf of the Funding Party(ies) ["Ultimate Beneficiary(ies)"] or provide anyguarantee security or the like on behalf of the Ultimate Beneficiaries; and

(C)Basedontheauditproceduresthathavebeenconsideredreasonableandappropriateinthecircumstancesnothing has come to our notice that has caused us to believe that the managementrepresentations set out in sub-clause (A) and (B) above contain any materialmisstatement.

(v) As stated in Note 17 to the standalone financial statements:

(A) The final dividend proposed in the previous year declared and paid by the Companyduring the year is in accordance with Section 123 of the Act as applicable.

(B) The interim dividend declared and paid by the Company during the year and until thedate of this report is in compliance with Section 123 of the Act.

(C) The Board of Directors of the Company have proposed final dividend for the yearwhich is subject to the approval of the members at the ensuing Annual General Meeting. Theamount of dividend proposed is in accordance with section 123 of the Act as applicable.

For S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP
Chartered Accountants
Firm Registration No. – 306033E/E300272
Vivek Agarwal
Partner
Membership No: 301571
UDIN:22301571AJFCQP3574
Place: Kolkata
Date: 18th day of May 2022

Annexure ‘A'

to the Independent Auditor's Report

(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Shyam Metalics and Energy Limited ofeven date)

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of property plant and equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) All property plant and equipment were physically verified by the management inaccordance with a planned programme of verifying them over a period of three years whichis reasonable having regard to the size of the company and the nature of its assets.

(c) The title deeds of all the immovable properties (other than properties where thecompany is the lessee and the lease agreements are duly executed in favour of the lessee)disclosed in Note 2 to the standalone financial statements are held in the name of thecompany except for the following:

Description of Properties Gross Carrying Value (Rs in Crores) Title Deeds held in the name of Whether title deed holder is a promoter director or relative/ employee of promoter or director Property held (Years in Range) Reason for not being held in the name of the Company
Freehold Land 1.01 Shyam DRI and Power Limited No 2003-2009 The Company is in process of getting perfection to the title due to change in the name of the company.

(d) According to the information and explanation provided to us the Company has notrevalued any of its Property Plant and Equipment (including right-of-use assets) andintangible assets during the year ended March 31 2022. (e) According to the informationand explanation provided to us there are no proceedings initiated or are pending againstthe Company as at March 31 2022 for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) As per our examination and the information provided to us the physicalverification of inventory (excluding stocks with third parties) has been conducted atreasonable intervals by the Management during the year and in our opinion the coverageand procedures of such verification by Management is appropriate. The discrepanciesnoticed on physical verification of inventory as compared to book records were not inexcess of 10% or more in aggregate for each class of inventory.

(b) As disclosed in Note 24 to the standalone financial statements the company hasbeen sanctioned working capital limits in excess of five crore rupees in aggregate frombanks and/or financial institutions against security of its current assets. The quarterlyreturns or statements filed by the company with such banks or financial institutions arein agreement with the books of account of the Company other than those as set out below:

Particulars Period Amount as per Financials (Rs in Crores) Amount as per statement filed with Bankers (Rs in Crores) Difference (Rs in Crores)
Eligible Trade 30.06.21 706.03 708.53 (2.50)
30.09.21 763.27 758.23 5.04
Receivables & Inventory 31.12.21 857.43 835.02 22.41
31.03.22 1110.12 1100.86 9.26

* Statements are being filed with bankers on the basis of provisional figures sincethe final figures are made available at a later date. The Company has not claimed DrawingPower (DP) on certain assets. DP is calculated as per norms of lenders.

(iii) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the company has not provided any security orgranted any advances in the nature of loans secured or unsecured to companies firmslimited liability partnership or any other parties during the year. The company has madeinvestment in companies granted secured and unsecured loans and provided guarantee tocompanies and other parties in respect of which the requisite information is as below:(a) Based on the audit procedures carried on by us and as per the information andexplanations given to us the company has provided loans to any other entity as below:

Particulars Loans Guarantee
(Rs in Crores) (Rs in Crores)
Aggregate amount granted/provided during the year:
Subsidiary 256.00 -
Associate - -
Joint Venture - 0.65
Others 9.31 -
Balance Outstanding as at Balance Sheet date:
Subsidiary - -
Associate - -
Joint Venture - 0.65
Others 0.02 -

(b) According to the information and explanations given to us in our opinion theinvestments made and the terms and conditions of the grant of loans during the year areprima facie not prejudicial to the Company's interest.

(c) In respect of loans granted by the Company the schedule of repayment of principaland payment of interest has been stipulated and the repayments of principal amounts andreceipts of interest are generally been regular as per stipulation. (d) According to theinformation and explanations given to us and on the basis of our examination of therecords of the company there is no overdue amount for more than ninety days remainingoutstanding as at the balance sheet date. (e) According to the information andexplanations given to us and on the basis of our examination of the records of thecompany there is no loan granted by the Company which has fallen due during the year hasbeen renewed or extended or fresh loans granted to settle the overdue of existing loansgiven to the same parties.

(f ) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the Company has not granted any loans oradvances in the nature of loans either repayable on demand or without specifying any termsor period of repayment during the year

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the Company has complied with the provisions ofSections 185 and 186 of the Companies Act 2013 in respect of loans granted investmentsmade and guarantees and securities provided as applicable.

(v) The Company has not accepted any deposit or amounts which are deemed to be depositswith the meaning of sections 73 to 76 of the Companies Act and the rules made thereunderto extent applicable. Therefore the requirement to report on clause 3(v) of the Order isnot applicable and hence not commented upon.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Companies Act 2013 in respect of its manufactured goods and are ofthe opinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not carried out a detailed examination of the records with aview to determine whether these are accurate or complete.

(vii) (a) In our opinion the Company has generally been regular in depositingundisputed statutory dues including Goods and Services tax Provident Fund Employees'State Insurance Income Tax Sales Tax Service Tax duty of Custom duty of Excise ValueAdded Tax Cess and other material statutory dues applicable to it with the appropriateauthorities during the year though there have been a slight delay in a few cases.

According to the information and explanations given to us and based on audit proceduresperformed by us there were no undisputed amounts payable in respect of applicablestatutory dues in arrears as at March 31 2022 for a period of more than six months fromthe date they became payable.

(b) According to the information and explanations given to us details of dues whichhave not been deposited as on 31st March 2022 on account of dispute are given below:

Name of Statute Nature of Dues Amount paid (Rs in Crores) Amount (Net of payments) (Rs in Crores) Financial Year to which the matter pertains Forum Where Matter is pending
The Customs Act 1962 0.13 1.60 2011-12 CESTAT
Customs Duty 0.01 0.21 2012-13
- 11.44 2012-13 Adjudication
0.00 0.03 2013-14
- 0.09 2014-15
The Finance Act 1994 Service Tax 0.00 0.03 2015-16 CESTAT
- 0.06 2013-14
- 0.27 2014-15
- 0.12 2005-06
- 0.89 2006-07
- 2.27 2007-08
- 0.44 2008-09
The Central Excise Act 1994 Excise Duty Adjudication
- 0.10 2009-10
- 4.58 2014-15
- 0.13 2015-16
- 0.24 2016-17

*0.00 represents figures less than Rs 1 Lakh.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the company there were no transactions relating topreviously unrecorded income that have been surrendered or disclosed as income during theyear in the tax assessments under the Income Tax Act 1961 (43 of 1961).

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the company the company has not defaulted in repaymentof loans or other borrowings on in the payment of interest thereon to any lender.Therefore the requirement to report on clause 3(ix)(a) of the Order is not applicable andhence not commented upon.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the Company has not been declared willfuldefaulter by any bank or financial institution or other lender. (c) According to theinformation and explanations given to us and on the basis of our examination of therecords of the company term loans were applied for the purpose for which the loans wereobtained. (d) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company the funds raised on short-termbasis have prima facie not been used during the year for long-term purposes by theCompany.

(e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company the Company has not taken anyfunds from any entity or person on account of or to meet the obligations of itssubsidiaries associates or joint ventures.

(f ) According to the information and explanations given to us and the proceduresperformed by us the company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries associates or joint ventures.

(x) (a) According to the information and explanations given to us and our examinationthereof the moneys raised by the company by way of initial public offer during the yearhave been applied for the purposes for which those are raised as disclosed in Note 17 tothe standalone financial statements. (b) During the year the Company has not made anypreferential allotment or private placement of shares or convertible debentures (fully orpartly or optionally). Therefore the requirement to report on clause 3(x)(b) of the Orderis not applicable and hence not commented upon.

(xi) (a) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in Indiaconsidering the principles of materiality as outlined in the Standards on Auditing andaccording to the information and explanation provided to us we have neither come acrossany instance of material fraud by the company or on company noticed or reported duringthe year nor have we been informed of any such case by the Management.

(b) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanation provided to us there is no report undersub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 asprescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment during the year and up to the date of this report.

(c) As represented to us by the Management there were no whistle blower complaintsreceived by the Company during the year and up to the date of this report. Therefore therequirement to report on clause 3(xi)(c) of the Order is not applicable and hence notcommented upon.

(xii) In our opinion the Company is not a Nidhi Company as per provisions of theCompanies Act 2013. Therefore the requirement to report on clause 3(xii)(a) and3(xii)(b) of the Order are not applicable and hence not commented upon. (xiii) In ouropinion and according to the information and explanations given to us the transactionswith related parties are in compliance with Sections 177 and 188 of the Companies Act2013 where applicable and the details of the related party transactions have beendisclosed in the standalone financial statements as required by the applicable accountingstandards.

(xiv) (a) Based on information and explanations provided to us and our auditprocedures in our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the internal audit reports for the year under audit issued tothe Company during the year and till date in determining the nature timing and extent ofour audit procedures. (xv) In our opinion and according to the information andexplanations given to us the Company has not entered into any non-cash transactions withits directors or persons connected to its directors. Therefore the requirement to reporton clause 3(xv) of the Order is not applicable and hence not commented upon.

(xvi) (a) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Order is notapplicable.

(b) The Company has not conducted any Non-Banking Financial or Housing Financeactivities without obtaining a valid Certificate of Registration (CoR) from the ReserveBank of India as per the Reserve Bank of India Act 1934.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulationsmade by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of the Order is notapplicable.

(d) According to the information and explanations provided to us during the course ofaudit the Group (as per the provisions of the Core Investment Companies (Reserve Bank)Directions 2016) does not have any CIC. (xvii) According to the information andexplanations provided to us the Company has not incurred cash losses in the current andin the immediately preceding financial year. Therefore the requirement to report onclause 3(xvii) of the Order is not applicable and hence not commented upon.

(xviii) There has been no resignation of the statutory auditors during the year.Accordingly therequirement to report on clause 3(xviii) of the Order is not applicable tothe Company and hence not commented upon.

(xix) According to the information and explanations given to us and on the basis of thefinancial ratios disclosed in Note 53 to the standalone financials statements ageing andexpected dates of realisation of financial assets and payment of financial liabilitiesother information accompanying the standalone financial statements our knowledge of theBoard of Directors and management plans and based on our examination of the evidencesupporting the assumptions nothing has come to our attention which causes us to believethat any material uncertainty exists as on the date of the audit report that Company isnot capable of meeting its liabilities existing at the date of balance sheet as and whenthey fall due within a period of one year from the balance sheet date. We however statethat this is not an assurance as to the future viability of the Company. We further statethat our reporting is based on the facts up to the date of the audit report and we neithergive any guarantee nor any assurance that all liabilities falling due within a period ofone year from the balance sheet date will get discharged by the Company as and when theyfall due.

(xx) (a) According to the information and explanations provided to us there are nounspent amounts towards Corporate Social Responsibility (CSR) on other than ongoingprojects requiring a transfer to a Fund specified in Schedule VII to the Companies Act incompliance with second proviso to sub-section (5) of Section 135 of the Companies Act2013. Accordingly the requirement to report on clause 3(xx)(a) of the Order is notapplicable and hence not commented upon.

(b) According to the information and explanations provided to us the Company hastransferred unspent amount pursuant to ongoing project to the account of implementingagency within a period of 30 days from the end of the said financial year in accordance ofprovision of sub section (6) of section 135 of the Companies Act 2013 as disclosed inNote 51 to the standalone financial statements.

For S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP
Chartered Accountants
Firm Registration No. – 306033E/E300272
Vivek Agarwal
Partner
Membership No: 301571
UDIN: 22301571AJFCQP3574
Place: Kolkata
Date: 18th day of May 2022

Annexure ‘B'

to the Independent Auditor's Report

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Shyam Metalics and Energy Limited ofeven date) Report on the Internal Financial Controls Over Financial Reporting under Clause(i) of sub-section 3 of Section 143 of the Companies Act 2013 (the "Act")

We have audited the internal financial controls over financial reporting of SHYAMMETALICS AND ENERGY LIMITED (the "Company") as of March 31 2022 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Management of the Company is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India (the "ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the ICAI and the Standardson Auditing prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of the standalone financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of thestandalone financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thestandalone financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2022 based on the criteria forinternal financial control over financial reporting established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

For S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP
Chartered Accountants
Firm Registration No. – 306033E/E300272
Vivek Agarwal
Partner
Membership No: 301571
UDIN: 22301571AJFCQP3574
Place: Kolkata
Date: 18th day of May 2022

.