M/s. BODHTREE CONSULTING LIMITEDReport on the Audit of the Financial Statements Opinion
We were engaged to audit the accompanying financial statements of BODHTREE CONSULTING LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows 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 aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the State of affairs of the Organization, as at 31st March, 2024, and its Profit/Loss, Changes in Equity and it cash flows for the year ended on that date.
Basis Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2024, and its profit/loss and its cash flows for the year ended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
In our audit of the Company financial statements for the year ended March 2024, we have noted significant events impacting the company's financial position and operations. During the period under audit, BODHTREE CONSULTING LIMITED underwent insolvency proceedings under Insolvency and Bankruptcy Code, 2016 and in compliance with NCLT order, company underwent a comprehensive restructuring of its financial position during the period.
Our audit procedures included a thorough assessment of the impact of these events on the financial statements. We have provided an unqualified opinion on the financial statements, reflecting our belief that they present a true and fair view of the company's financial position and performance in accordance with applicable accounting standards. However, we draw attention to Notes of the financial statements, which discloses the nature and impact of the insolvency proceedings and restructuring efforts.
i. As referred in Note-4 to the financial statements as at 31st March 2024, the Company has proceeded to write off certain Property, Plant and Equipment (PPE), Intangible Assets and Intangible Assets under Development of Rs. 55.61 lacs, Rs.97.86 lacs and Rs.2,583 lacs respectively. and after write off fixed assets, the carrying value of the Company's Property, Plant and Equipment as on 31st March 2024 is Rs. 37.26 lacs.
ii. As referred in Note-5, the Company has proceeded to write off total value of Investment in Subsidiary (Bodhtree Human Capital Private Limited) and total value of Investment in Associate Company (Learnsmart India Private Limited) are Rs.71.10 lacs and Rs. 50.50 lacs Respectively.
iii. As referred in Note-9, the company has written off total value of advance to Bodhtree Human Capital Pvt Ltd of Rs.26.60 lacs and deposits to others of Rs.38.02 lacs.
iv. As referred in Note-10, the Company has written off security deposits value of Rs.4.13 lacs.
v. As referred in Note-12, the Company has written off Advance to Suppliers and Others Current assets amounting to Rs.1,61.93 lacs and Rs.1,600 lacs respectively
vi. As referred in Note-13, the Company has Extinguished 1,87,85,122 equity shares, value of which is Rs.18,78,51,220/-from Existing 1,99,58,236 equity shares value of which is Rs. 19,95,82,360/- and Company issued 1,60,00,000 new equity shares to promoters at 10/- per share value of Rs.16,00,00,000/-. So, Total Value of Equity Shares as on 31st March 2024 is 1,71,73,114 equity shares at 10/- per share and value which is 17,17,31,140/-
vii. As referred in Note-14, Securities premium, General Reserve and Retained Earnings transferred to Capital Reserve are Rs. 12,92,62,333/, Rs.47,06,108/- and Rs.7,19,17,210/-. After Restructuring of Assets, Liabilities and Equity Share Capital of the company, the Capital Reserve as on 31st March 2024 is Rs. (1,40,60,223)/-
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significant 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 of our Opinion. We have nothing to report in this regard.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility for the Audit of the 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.
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 Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls 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.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
Information other than the financial statements and Auditor's Report thereon
The Company's Board of Directors/ Resolution Professional are responsible for the other information. The other information comprises the information included in the annual report, for example, Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the financial statements and our auditor's report thereon. The other information as stated above is expected to be made available to us after the date of this auditor's report.
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 identified above when it becomes available and, in doing so, consider whether the other in- formation 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 other information as stated above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with Governance.
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 obtained all information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) The proper books of account as required by law have been kept by the Company regarding with regards to all other matters the Company is maintaining proper Books of Accounts in our opinion.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) The aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act and regarding all other matters the financial Statements of the Company is in Compliance with Ind AS as per Section 133 of the act.
e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors/ Resolution Professional, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses adverse opinion on the Company's internal financial controls over financial reporting for the reasons stated therein.
i) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
j) 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, as amended 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 financial statements.
ii. The Company has made provisions for 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.
For RSM & ASSOCIATES
Chartered Accountants,
Firm Reg No: 002813S
CA. E. Madhusudhana Reddy
Partner
Date: May 27th 2024 Membership No: 202308
Place: Hyderabad UDIN: 24202308BKAJTN6308
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