To The Members of Bodhi Tree Multimedia Limited (Formerly known as Bodhi Tree
Multimedia Private Limited)
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of Bodhi Tree Multimedia Limited
(“the Company”), which comprise the Balance Sheet as at March 31, 2023, the
Statement of Profit and Loss and the Statement of Cash Flows for the year then ended and
notes to the financial statement, including a summary of significant accounting policies
and other explanatory information (herein after referred to as “the financial
statements”).
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 (“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 March 31, 2023, and its profit, and its cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit 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 Auditors 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 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 we have obtained 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 financial statements of the current period. We have
determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statement and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexure to Boards Report, Corporate
Governance and Shareholders Information, but does not include the financial statements
and our auditors report there on.
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 statement our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statement 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 misstatement of this other
information; we are required to report that fact. We have nothing to report in this
regard.
Managements Responsibility for the Financial Statement
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act, with respect to the preparation of these financial statement 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 Indian Accounting Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
implementation and maintenance of 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 statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the financial statement, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibility for the Audit of the Financial Statement
Our objectives are to obtain reasonable assurance about whether the financial statement
as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditors 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 statement. 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
statement, 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 managements 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 Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the financial statement 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
auditors 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
statement, including the disclosures, and whether the financial statement represents the
underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statement that,
individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statement 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 statement.
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 the 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 statement of the
current period and are therefore the key audit matters. We describe these matters in our
auditors 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 (“the Order”)
issued by the Central Government of India in terms of section 143(11) of the Act, we give
in the Annexure A, a statement on the matters specified in the 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;
c. The Balance Sheet, the Statement of Profit and Loss 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 financial statement comply with the Indian Accounting
Standards specified under Section 133 of the Act read with Rule 7 of the Companies
(Accounts) Rules, 2014;
e. On the basis of the written representations received from the directors as on March
31, 2022 taken on record by the Board of Directors, none of the director is disqualified
as on March 31, 2022 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 B”;
g. With respect to the other matters to be included in the Auditors 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 does not have any pending litigations which would impact its financial
position
ii. The Company did not have any long-term contracts including derivative contracts
hence the question of making a provision for any resulting material foreseeable losses
does not arise; and;
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
|
For S A R A & Associates |
|
Chartered Accountants |
|
Firm Registration No: 120927W |
|
Sd/- |
|
Alok Bairagra |
|
Partner |
| Place: Mumbai |
Membership No: 105153 |
| Date: 20th April, 2023 |
UDIN: 23105153BGXFOE4330 |
Bodhi Tree Multimedia Limited (Formerly Known as Bodhi
Tree Multimedia Private Limited)
Annexure A to the Independent Auditors Report of even date on the financials
statements of Bodhi Tree Multimedia Limited.
The Annexure referred to in our Independent Auditors Report to the members of Bodhi
Tree Multimedia Limited (“the Company”) on the financial statements for the
period ended 31st March, 2023. We report that;
(I) (a)
(A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant & Equipment (PPE).
(B) The Company has maintained proper records showing full particulars of intangible
assets including intangible assets under development.
(b) The Company has a regular programme of physical verification of its PPE, by which
all the PPE are verified every year. Management has carried out physical Verification of
the PPE during the year. In our opinion, the periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.
(c) According to information and explanations given to us and on the basis of our
examination of the records of company, the company does not hold any immovable property
under the head PPE as at 31st March, 2023.
Accordingly, provisions of Clause 3(i) (c) of the Order are not applicable to the
Company. (d) According to information and explanations given to us and on the basis of our
examination of the records of company, the company has not revalued its PPE during the
year. Accordingly, provisions of Clause 3(i)(d) of the Order are not applicable to the
Company.
(e) According to information and explanations given to us and on the basis of our
examination of the records of company, no proceedings have been initiated or are pending
against the company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Accordingly, provisions of
Clause 3(i)(e) of the Order are not applicable to the Company.
(ii) (a) As explained by management, the natures of the inventories of the company are
such that Clause 3(ii)(a) of the Order is not applicable to the company.
(b) According to information and explanations given to us and on the basis of our
examination of the records of company, the company has not been sanctioned working capital
limits in excess of five crore rupees, in aggregate, from banks or financial institutions
on the basis of security of current assets.
(iii) (a) According to the information and explanation given to us and on the basis of
our examination of the records of company, the company has not made any investment in the
company, firms or limited liability partnerships during the year. The company has granted
loans or advances which are characterized as loans, unsecured to companies and other
persons as below:
|
Guarantees |
Security |
Loans |
Advances in nature of loans |
| Aggregate amount granted/ provided during the year- |
|
|
- |
- |
| Subsidiaries |
|
|
|
|
| Joint Ventures |
|
|
|
|
| Associates |
|
|
|
|
| Others |
|
|
|
|
| Balance outstanding as at balance sheet date in respect of above cases |
|
|
|
|
| Subsidiaries |
|
|
|
|
| Joint Ventures |
|
|
|
|
| Associates |
- |
- |
35,67,604 |
|
| Others |
- |
- |
16,89,873 |
- |
(b) According to the information and explanation given to us and on the basis of our
examination of the records of company, the terms and conditions of the grant of all loans
and advances in the nature of loans and guarantees are not prejudicial to the companys
interest.
(c) According to the information and explanation give to us, company has granted loans
that are repayable on demand.
(d) The Company has granted loans that are repayable on demand, therefore provisions of
Clause 3(iii) (d) of the Order are not applicable to the Company.
(e) According to the information and explanation given to us, company has granted loans
that are repayable on demand.
Accordingly, provisions of Clause 3(iii) (e) of the Order are not applicable to the
Company.
(f) In our opinion and according to the information and explanations given to us and
based on the audit procedures conducted by us, the company has granted following loans and
advances in the nature of loans either repayable on demand or without specifying any terms
or period of repayment.
| Parties |
All Parties |
Promoters |
Related Parties |
| Aggregate amount of loan/advance in nature of loans |
|
- |
- |
| Repayable on demand (A) |
|
|
52,57,477/- |
| Agreement does not specify any terms on period of repayment (B) |
- |
|
|
| Total (A+B) |
- |
|
52,57,477/- |
| Percentage of loans/ advances in nature of loans to the total loans |
- |
- |
100% |
(iv) In our opinion and according to the information and explanations given to us, the
Company has not granted any loans or made any investment, or provided any guarantees or
security during the year to the parties covered under section 185 and 186. Accordingly,
clause 3(iv) of the Order is not applicable to the Company.
(v) According to the information and explanations given to us, the company has not
accepted any deposit from the public within the meaning of sections 73 to 76 of the Act.
Accordingly, 3(v) of the Order is not applicable to the Company.
(vi) The Central Government has not prescribed the maintenance of cost records under
section 148(1) of the Act, for any of the services rendered by the company. Accordingly,
clause 3(vi) of the Order is not applicable to the Company.
(vii) (a) According to the information and explanations given to us and based on the
records examined by us, in our opinion, the Company is generally regular in depositing the
undisputed statutory dues, including Provident Fund, Employee State Insurance, Income Tax,
Custom Duty, Goods and Service Tax, Cess and other material statutory dues, as applicable,
with the appropriate authorities.
According to the information and explanations given to us and based on the records of
the Company examined by us, in our opinion, no undisputed amounts payable in respect of
Provident Fund, Employees State Insurance, Income Tax, Custom Duty, Goods and Service Tax,
Cess and other material statutory dues as applicable were in arrears as at March 31, 2023
for a period more than six months from the date they became payable.
(b) According to information and explanations given to us, there are no dues of goods
and services tax, provident fund, employees state insurance, income-tax, sales-tax,
service tax, duty of custom, duty of excise, value added tax, cess, and other statutory
dues which have not been deposited on account of any dispute.
(viii) According to information and explanations given to us, there are no transactions
which are recorded in the books of account and have been disclosed or surrender before the
tax authorities as income during the year in the tax assessments under the Income Tax Act,
1961. Accordingly, clause 3(viii) of the Order is not applicable to the Company.
(ix) (a) According to information and explanations given to us and based on the records
of the Company examined by us, the Company has not made any default in repayment of loans
or borrowings to financial institution or bank or government or dues to debenture holders.
(b) The company is not declared as a wilful defaulter by any bank or financial
institution or other lenders.
(c) According to information and explanations given to us and based on the records of
the Company examined by us, the term loans were applied for the purpose for which the
loans were obtained. Accordingly, clause 3(ix)(c) of the Order is not applicable to the
Company.
(d) According to information and explanations given to us and based on the records of
the Company examined by us, the funds raised on short term basis have not been utilised
for long term purposes. Accordingly, clause 3(ix)(d) of the Order is not applicable to the
Company.
(e) According to information and explanations given to us and based on the records of
the Company examined by us, the company has not taken any funds from any entity or person
on account of or to meet the obligations of its subsidiaries, associates or joint
ventures. Accordingly, clause 3(ix)(e) of the Order is not applicable to the Company.
(f) According to information and explanations given to us and based on the records of
the Company examined by us, the company has not raised loans during the year on the pledge
of securities held in its subsidiaries, joint ventures or associate companies.
Accordingly, clause 3(ix)(f) of the Order is not applicable to the Company.
(x) (a) The Company has utilized the monies raised by way of Right Issue during the
year for the purposes for which they were raised.
(b) The company has not made any private placement or preferential allotment of shares
or convertible debenture during the year. Accordingly, clause 3(x)(b) of the Order is not
applicable to the Company.
(xi) (a) According to the information and explanations given to us, no material fraud
has been noticed or reported during the year.
(b) According to the information and explanations given to us, no report under
sub-section (12) of section 143 of the
Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13
of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) During the year no whistle-blower complaints has been received by the company
(xii) In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi Company.
Accordingly, the provisions of Clause 3(xii) of the Order are not applicable to the
Company.
(xiii) According to the information and explanation given to us and audit procedures
performed by us, transactions with the related parties are in compliance with section 177
and 188 of the Act where applicable and details of such transaction have been disclosed in
the financial statements as required by the applicable Accounting Standards.
(xiv) The company has proper Internal audit system in accordance with its size and
business activities and the reports of
the internal auditors for the period under audit have been considered by us.
(xv) According to the information and explanation given to us and based on our
examination of the records of the company, the Company has not entered in to any non-cash
transaction with its directors or persons connected with him. Accordingly, the provisions
of Clause 3(xv) of the Order are not applicable to the Company.
(xvi) (a) The Company is not required to be registered under section 45-IA of the
Reserve Bank of India Act 1934.
Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the
Company.
(b) The company has not conducted any Non-Banking Financial or Housing Finance
activities without a valid Certificate of Registration (CoR) from the Reserve Bank 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 regulations
made by the Reserve Bank of India.
Accordingly, the provisions of Clause 3(xvi)(c) of the Order are not applicable to the
Company.
(d) The Group does not have CIC as part of the Group Accordingly, clause 3(xvi)(d) of
the Order is not applicable to the Company
(xvii) According to the information and explanations given to us and based on our
examination of the records of the Company the company has not incurred any cash losses in
the financial year and the immediately preceding financial year. Accordingly, the
provisions of Clause 3(xvii) of the Order are not applicable to the Company.
(xviii) There has not been any resignation of statutory auditor during the financial
year. Accordingly, the provisions of Clause 3(xviii) of the Order are not applicable to
the Company.
(xix) According to the information and explanations given to us and based on our
evaluation, there is no material uncertainty in existence on the evaluation of the ageing
report, financial ratios and expected dates of realisation of financial assets and payment
of financial liabilities, other information accompanying the financial statements, the
knowledge of the Board of Directors and management plans, the company is capable of
meeting its liabilities existing at the date of balance sheet date as and when they fall
due within a period of one year from the date of balance sheet date.
(xx) According to the information and explanations given to us and based on our
examination of the records of the Company, the company is not subject to obligation under
Corporate Social Responsibility, therefore the provisions of Clause 3(xx) of the Order are
not applicable to the Company.
(xxi) The Companies (Auditors Report) Order (CARO) is not applicable to the Associate
of the Company, therefore the provisions of Clause 3(xxi) of the Order are not applicable
to the Company.
|
For S A R A & Associates |
|
Chartered Accountants |
|
Firm Registration No: 120927W |
|
Sd/- |
|
Alok Bairagra |
|
Partner |
| Place: Mumbai |
Membership No: 105153 |
| Date: April 20 2023 |
UDIN: 23105153BGXFOE4330 |
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in paragraph 1(A)(f) under “Report on Other Legal and
Regulatory Requirements” section of our report of even date, Report on the Internal
Financial Controls 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 Bodhi Tree Multimedia Limited (Formerly known as Bodhi Tree Multimedia
Private Limited) (“the Company”) as on 31st March, 2023 in conjunction with our
audit of the financial statement of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities
include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to companys policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by ICAI (the “Guidance Note”) and the Standards on Auditing prescribed
under section 143(10) of the Act, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects. Our audit
involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected
depend on the auditors judgment, including the assessment of the risks of material
misstatement of the financial statement, whether due to fraud or error. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Companys internal financial controls system over financial
reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statement for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) Pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statement in
accordance with generally accepted accounting principles and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statement.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31st March, 2023, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India.
|
For S A R A & Associates |
|
Chartered Accountants |
|
Firm Registration No: 120927W |
|
Sd/- |
|
Alok Bairagra |
|
Partner |
| Place: Mumbai |
Membership No: 105153 |
| Date: April 20 2023 |
UDIN: 23105153BGXFOE4330 |
+91-9892691696
