1. We have audited the accompanying financial statements of “Sybly Industries Limited”, which comprise the
Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss for the period 1st April 2023 to 31st
March 2024, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and 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 financial
statements except for the effects of matters described in the Basis for Qualified Opinion paragraph below, the
aforesaid financial statements, read together with the matters described in the ‘Emphasis of Matter paragraph’
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 including Indian Accounting Standards (‘Ind AS’)
specified under Section 133 of the Act,
a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2024;
b) In the case of the Profit and Loss Account, of the Loss for the period ended on that date and
c) In the case of Cash Flow Statement, for the cash flows for the year ended on that date.
d) And the changes in equity for the year ended on that date.
Basis for Qualified Opinion
2. We draw attention to the matters given below.
1) According to the information and explanation given to us, there exist a doubt about the realisation of
the financial assets including debtors and other loans and advances. The appropriate provision for bad
debts has not made in the financial statements. In the absence of sufficient and appropriate audit
evidence thereof, we are not in a position to ascertain impact of the same on the financial statements.
2) The company is in severe financial stress, according to the information and explanation given to us and
on the basis of the financial ratios, doubtful about realisation of the financial assets, other information
accompanying the financial statement, our knowledge of Board of Director and management plan and
based on our examination of the evidence supporting the assumption, there exists a material uncertainty
on the date of limited review audit report, that the company is not capable of meeting its liabilities
existing at the date of balance sheet. In the absence of sufficient and appropriate audit evidence thereof,
we are not in a position to ascertain impact of the same on the financial statements.
3) Balance Confirmation from some of the parties appearing under the head Current Liabilities and
Sundry Debtors have not been obtained. In the absence of sufficient and appropriate audit evidence
thereof, we are not in a position to ascertain impact of the same on the financial statements.
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
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 Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
4) We draw attention to Note 22, which indicates that the company has a Contingent Liability of more
than Rs. 8.5 Crore as on 31.03.2024 and as of that date, company has a net worth of Rs. 0.85 Crore.
The Company’s Contingent Liability exceeds its net worth as on 31.03.2024. These conditions along
with other matters indicates that if the Contingent Liability stands payable. Further the Company faces
a material uncertainty related to Going Concern because of heavy losses incurred during the current and
previous periods. Further company had demolished its building and sold out all of its PPE including
land. These conditions indicate the existence of a material uncertainty that may cast significant doubt
on the Company’s ability to continue as a going concern. In our opinion, the financial statement should
therefore be drawn on liquidation basis. However, the management is confident of reviving the
company and is in discussion with new business proposal/takeovers. Accordingly, the accompanying
financial Statement have been prepared by the management assuming that the Company will continue
as a going concern.
Emphasis of Matter
3.
1) We draw attention to note -31.8 to the financial statements for the year ended March 31, 2024,
which states that Company had written off 352.32 lakhs of its old unrealizable debtors and 15.60
lakhs of creditors resulting net Rs. 336.72 lakh, which is debited to profit and loss account under
the head Exceptional item.
2) We draw attention to note -31.9 to the financial statements for the year ended March 31, 2024,
which states that during the year company had made a slump scrap sale of remaining fixed assets of
the company and impairment of fixed assets is debited under the head Exceptional item.
3) We draw attention to note -31.10 to the financial statements for the year ended March 31, 2024
which states that there is an Exceptional Loss of Rs.371.69 lakh. Accordingly, the Profits & EPS
for the year do not reflect the true figures.
Key Audit matters
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. 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.
Information other than the financial statements and auditors’ report thereon
5. The Company’s board of directors is responsible for the preparation of the other information. The other
information comprises the information included in the Board’s Report including Annexures to Board’s Report,
Business Responsibility Report but does not include the financial statements and our auditor’s report thereon.
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 standalone financial
statements or our knowledge obtained 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 misstaments of this other
information, we are required to report that fact. We have nothing to report in this regard.
Management’s Responsibility for the Standalone Financial Statements
6. The company’s Board of Directors are responsible for the matters 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 and cash flows of the Company in accordance with the Accounting
Principles generally accepted in India, including Accounting Standards specified in under Section 133 of the
Act. This responsibility includes the maintenance of adequate accounting records in accordance with the
provision of the act for safeguarding the assets of the company and for preventing and detecting the frauds and
other irregularities; selection and application of appropriate accounting policies; making judgment and estimates
are reasonable and prudent and design, implementation and maintenance of internal control, that were operating
efficiently for ensuring the accuracy and completeness of 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 and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease the operations or has no realistic alternative but to do so, the Board of
Directors are also responsible for overseeing the financial reporting process.
Auditor’s Responsibility for the Audit of Standalone Financial Statements
7. 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 Companies Act, 2013, we are also responsible
for expressing our opinion on whether the Company has adequate internal financial controls system 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 auditor’s 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.
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 auditor’s 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.
8. 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 the Annexure-A statement on the
matters specified in paragraphs 3 & 4 of the Order, to the extent applicable.
9. 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 purpose of our audit;
b) In our opinion except for the effects of matters described in the Basis for Qualified Opinion paragraph and
the matters described in the ‘Emphasis of Matter paragraph’ 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 standalone financial statements dealt with by this Report are in agreement with the books of accounts.
d) In our opinion, except for the effects of matters described in the Basis for Qualified Opinion paragraph
below, and the matters described in the ‘Emphasis of Matter paragraph the aforesaid standalone financial
statements comply with Ind AS specified under Section 133 of the Companies Act, 2013.
e) On the basis of written representations received from the directors as on March 31, 2024, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being
appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in “Annexure B”; and
g) With respect to the matter to be included in the Auditors’ report under Section 197(16) of the Act, In our
opinion and according to the information and explanation given to us, the remuneration paid during the
current year by the Holding Company and its subsidiaries which are incorporated in India to its directors is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to any director by the
Holding Company and its subsidiaries which are incorporated in India, is not in excess of the limit laid down
under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
Section 197(16) of the Act which are required to be commented upon by us.
h) With respect of 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 the information and according
to the explanations given to us:
i. the Company as detailed in Note 22 to the financial statements, has disclosed the impact of the
pending litigations on its financial position.
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 required to be transferred to Investor Education and Protection Fund.
iv. The management has represented that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, 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, 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
v. The management has represented, that, to the best of its knowledge and belief, other than as
disclosed in the notes to the accounts, 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, 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; and
vi. Based on audit procedures which we 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) contain any material mis-statement
vii. The company has not declared or paid any dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013.
viii. Based on our examination which included test checks and in accordance with requirements of the
Implementation Guide on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014, the Company has used accounting software for maintaining its books of
account, which have a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the respective software.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2024,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of
audit trail as per the statutory requirements for record retention is not applicable for the financial
year ended March 31, 2024.
For V.S.Gupta & Co.,
Chartered Accountants,
PLACE : Meerut (CA. Hemant Kumar Gupta)
DATE : 19-04-2024 Partner.
UDIN : 24416667BKCAZF3800 Membership No. 071580
Firm Reg. No. 000724C
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