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Auditor Report of Usher Agro Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Usher Agro Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the nine months then ended, and a summary of the significant accounting policies and other explanatory information.

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 standalone 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

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We have conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor,s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company,s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company,s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31 March 2015, and its profit/loss and its cash flows for the period ended on that date.

Emphasis of Matter

We draw attention to

a) Note No. 47 to the financial statements which describes that the Balance of Debtors, Creditors, Loans and Advances and other parties are subject to confirmation and reconciliation, if any.

Report on Other Legal and Regulatory Requirements 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 the 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor,s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion

and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 35 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 37 to the financial statements;

iii. The amount required to be transferred to Investor Education & Protection Fund has been transferred to such fund within time in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under.

Annexure to the Auditor,s Report even date (Referred to in paragraph 1 thereof)

1. In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars, quantitative details and situation of its fixed assets.

b) As explained to us, all the fixed assets are being physically verified by the management in a phased periodical manner under supervision of the internal auditors. As informed to us prima-facie no material discrepancies were noticed on such physical verification.

2. In respect of Inventories:

a) The inventories have been physically verified by the management, under supervision of the internal auditors, during the period under audit. In our opinion the frequency of verification is reasonable but needs to be further improved, considering the size & nature of the business of the Company and multiple storage locations of the inventories.

b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable in relation to the size of the Company and the nature of its business but the same needs to be strengthened further.

c) The company has maintained proper records of inventory with regard to the internal control systems. However, level of computerizations needs to be improved in this context considering the size of the Company and the nature of its business. As explained to us, there was no material discrepancy noticed on physical verification of inventory as compared to the book records.

3. The company has granted advance to one company covered in the register maintained u/s 189 of the Companies Act, 2013.

a) In respect of the said advance, the principal is receivable on demand after a period of 12 months from the balance sheet date. During the period there has been no demand of principal raised by company. However, the company has not charged any interest on such advance, which is in contravention to the Section 186 (7) of the Companies Act, 2013, where charging of interest is mandatory for such advance.

b) As mentioned above since no demand has been raised by the company there is no overdue principal amount.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services. Further, on the basis of our examination of the books and records of the company, carried out in accordance with the Auditing Standards generally accepted in India and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct weaknesses in the aforesaid internal control system.

5. According to the information and explanations given to us, the Company has not accepted any deposits from public.

6. As per the information and explanations provided to us, we are of the opinion that in pursuant to the prescribed rules by Central Government, the company is not required to maintain cost records u/s. 148(1) (d) of the Companies Act, 2013.

7. In respect of Statutory Dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees, State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, VAT, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, undisputed arrears of none of the above statutory dues are outstanding as at 31st March, 2015 for more than six months from the date when they became payable.

b) According to the information and explanations given, disputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, VAT and Cess which were outstanding as at 31.03.2015 for a period of more than six months from the date they became payable are as under :-

Nature of Statute Nature of Dues Period Amount Forum where dispute is (Rs, pending In lacs)

Sales Tax Entry Tax AY 2008-09 4.26 Additional Commissioner (Commercial Tax) Grade-II(Appeal), Mathura Sales Tax VAT & CST AY 2008-09 29.17 Appellate Tribunal, Agra

Sales Tax VAT & CST AY 2009-10 0.21 Additional Commissioner (Commercial Tax) Grade-II(Appeal), Mathura Sales Tax VAT & CST AY 2010-11 66.42 Assessment Officer, Mathura

Sales Tax VAT & CST AY 2012-13 2.15 Assessment Officer, Mathura

c) The amount required to be transferred to Investor Education & Protection Fund has been transferred to such fund within time in accordance with the relevant provisions of the Companies Act, 2013 and rules made there under.

8. The company has no accumulated losses at the end of the period. The company has not incurred any cash loss during the current period.

9. In our opinion and according to the information and explanations given to us, there has been no default in repayment of dues to financial institutions or banks or debenture holders except for some slight delays in repayment of principal amount dues to financial institutions and banks during the period. However, the company had paid interest on such loans regularly.

10. According to the information and the explanations given to us, the Company has not given any fresh guarantees for loans taken by others from bank or financial institutions during the period except as mentioned in note no. 35 of the financial statements.

11. According to the records of the company, no new term loan has been disbursed to the company during the period.

12. Based upon the audit procedure performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For V.S.KANKARIA & CO.

Chartered Accountants

FRN: 104719W



Sd/-

CA. Rahul Gupta

Partner

Membership no.: 151630



Place: Mumbai

Date: 30th May, 2015


Jun 30, 2014

We have audited the accompanying financial statements of M/s. USHER AGRO LIMITED ("the Company"), which comprise the Balance Sheet as at June 30, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information, in accordance with the provision of General Circular 08/2014 dated 4th April, 2014 issued by the Ministry of Corporate Afairs, Government of India.

Management''s Responsibilities for the Financial Statements

The Company''s Management is responsible for 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 Standards notifed under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 issued by the Ministry of Corporate Affairs of India in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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 Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the efectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

a) in the case of the Balance Sheet, of the state of afairs of the Company as at June 30, 2014;

b) in the case of the Statement of Profit and Loss Account, of the Profit for the year ended on that date;

c) in the case of the Cash Flow statement, of the cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to

a) Note No. 47 to the financial statements which describes that the Balance of Debtors, Creditors, Loans & Advances and other parties are subject to confirmation and reconciliation, if any.

Report on other Legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Companies Act, 1956, we report that:

a) We have 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 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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notifed under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Afairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on June 30, 2014, and taken on record by the Board of Directors, none of the directors is disqualifed as on June 30, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors Report of even date for the year ended 30th June, 2014]

1. In respect of its fixed assets:

a) On the basis of the available information the Company has maintained records to show full particulars including quantitative details and situation of fixed assets although the same needs to be updated

b) As explained to us, all the fixed assets are being physically verifed by the management in a phased periodical manner under supervision of the internal auditors, which in our opinion needs to be further improved, considering the size of the Company and nature / multiple locations of its assets. As informed to us prima-facie no material discrepancies were noticed on such physical verifcation.

c) In our opinion the Company has not disposed a substantial part of its fixed assets during the year and the ''Going Concern'' status of the Company is not afected.

2. In respect of its inventories:

a) The inventories have been physically verifed by the management, under supervision of the internal auditors, during the financial year. In our opinion the frequency of verification is more or less reasonable but needs to be further improved, considering the size, nature of the business of the Company and multiple storage locations of the inventories.

b) In our opinion, the procedures of physical verifcation of inventories followed by the management are more or less reasonable in relation to the size of the Company and the nature of its business but same needs to be strengthen further.

c) The company has maintained proper records of inventory but the internal control systems and level of computerizations needs to be improved in this context considering to the size of the Company and the nature of its business. As explained to us, there was no material discrepancies noticed on physical verifcation of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. The company has granted Unsecured Loans (other than short term business advances) to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 1,484.64 lacs (P.Y. Rs. 2,193.04 lacs) and the year-end balance of loans granted to such party was Rs. 1,048.70 lacs (P.Y. Rs. 1,444.04 lacs).

b. In our opinion, the terms and conditions of such Loan is not, prima facie, prejudicial to the interest of the company, except that the company has not charged any interest on such loans, which is also in contravention to the Section 372A (3) of the Companies Act, 1956, where charging of interest is mandatory for such loans.

c. As informed to us, the part of loans were received as stipulated, during the year, thus there has been no default on receipt of the loans.

d. During the financial year, the Company has not taken any loans/ advances (other than short term business advances) from parties listed in the register maintained under section 301 of the Companies Act, 1956 (P.Y. Nil). Consequently the requirements of Clause (iii)(f) and (iii) (g) of Paragraph 4 of the order are not applicable.

4. There is an internal control procedure present in the company for the purchase of fixed assets, inventory and for the sale of goods and services, which needs to be reviewed and improved / strengthen considering the size of the company and its nature of business.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) According to the information and explanations given to us and based on the comments of internal auditors, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion the present internal audit system of the company need to be strengthen to commensurate with the size of the Company and the nature of its business particularly in relation to internal control systems / procedures.

8. The company has appointed the Cost Auditors as required under Companies (Cost Audit Records) Rules, 2011 as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956. Further the Cost Records required

to be maintained under Companies (Cost Accounts Records) Rules, 2011 have been maintained by the company during the year. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. In respect of Statutory Dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues (excluding any interest, advance tax, penalties, etc, if any, the amount could not be quantifed) with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 30th June, 2014 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and records examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Service Tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute except the following:

Nature Nature Amount of Statute of dues Period (Rs. in Lacs)

Entry Tax Entry Tax A.Y. 2008-09 4.26

Sales Tax VAT & CST A.Y. 2008-09 29.17

Sales Tax VAT & CST A.Y. 2009-10 0.21

Sales Tax VAT & CST A.Y. 2010-11 201.87

Sales Tax VAT A.Y. 2012-13 2.15

Indian Stamp Stamp Duty A.Y. 2012-13 452.00 Act

Nature of Statute Forum where dispute is pending

Entry Tax Addl. Commissioner (Commercial Tax), Mathura UP

Sales Tax Appellate Tribunal, Agra

Sales Tax Additional Commissioner Grade -II (Ap- peal) Mathura

Sales Tax Addl. Commissioner (Commercial Tax), Mathura UP

Sales Tax Addl. Commissioner (Commercial Tax), Mathura UP

Indian Stamp Act Asst. Commissioner Stamps, Mathura

10. There are no accumulated losses of the Company as on 30th June, 2014. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company is generally regular in repayment of dues to a financial institution, bank or debenture holders, except for some instances of slight delays in the repayments of the principal/ interest were observed .

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2013-14.

13. The provisions of any special statutes applicable to the Chit Funds, Nidhi or Mutual benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable to the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial

institutions, except those mentioned in Note no. 38 of the financial statements.

16. The term loans raised by the company during the year have been applied for the purpose for which they were obtained according to the information and the explanations given to us and on the basis of the certifcates issued by independent chartered accountants/ engineers on regular intervals.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

18. During the current financial year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. During the year under audit, the company has neither issued any debentures nor was any debenture outstanding at the year end.

20. The company has not raised any money by public issue during the year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial period.

For Ajmera Ajmera & Associates For Parekh Shah & Lodha Chartered Accountants Chartered Accountants Firm Reg.: 123989W Firm reg.: 107487W

Sd/- Sd/- Sandeep Ajmera Ashutosh Dwivedi Place: Mumbai (Partner) (Partner) Date: 28th August, 2014 M. No. : 048277 M.No. : 410227


Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. USHER AGRO LIMITED ("the Company"), which comprise the Balance Sheet as at June 30, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibilities for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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 Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at June 30, 2013;

b) in the case of the Statement of Profit and Loss Account, of the profit/ loss for the year ended on that date;

c) in the case of the Cash Flow statement, of the cash flows for the year ended on that year.

Report on other Legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Act, we report that:

a) We have 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 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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on June 30, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on June 30, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors Report of even date for the year ended 30th June, 2013]

1. In respect of its fixed assets:

a) The Company has maintained records, which are yet to be updated completely and the updation is in the process, to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the ''Going Concern'' status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

b) In our opinion, the procedures of physical verification of inventories followed by the management are more or less reasonable in relation to the size of the Company and the nature of its business and same needs to be strengthened further in view of the computerization.

c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. The company has granted Unsecured Loans (other than short term business advances) to one company covered in the register maintained under section 301 of the Companies Act, 1956 for Rs. 1068.09 lacs during the year and the year-end balance of loans granted to such parties was Rs. 1068.09 lacs.

b. In our opinion, the terms and conditions of such Loan is not, prima facie, prejudicial to the interest of the company, except that the company has not charged any interest on such advances, which is also in contravention to the Section 372A (3) of the Companies Act, 1956, where charging of interest is mandatory for such loans.

c. The loan granted was re-payable on demand. As informed to us, the advances were repaid as and when demanded by the company during the year, thus there has been no default on repayment.

d. During the financial year, the Company has not taken any loans/ advances (other than short term business advances) from parties listed in the register maintained under section 301 of the Companies Act, 1956 (P.Y. Nil). Consequently the requirements of Clause (iii)(f) and (iii)(g) of Paragraph 4 of the order are not applicable.

4. There is an internal control procedure present in the company for the purchase of fixed assets, inventory and for the sale of goods and services, which needs to be reviewed and improved / strengthened considering the size of the company and its nature of business with the view of computerization.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) According to the information and explanations given to us and based on the comments of internal auditors, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 are not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the internal audit system of the company need to be strengthen to commensurate with the size of the Company and the nature of its business, covering the verification of risk prone areas.

8. The company has appointed the Cost Auditors as required under Companies (Cost Audit Records) Rules, 2011 as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956. Further the Cost Records required to be maintained under Companies (Cost Accounts Records) Rules, 2011 have been maintained by the company during the year.

9. In respect of Statutory Dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 30th June, 2013 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and records examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Service Tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute except the following:

Nature of Nature of Period Amount Forum where dispute is pending Statute dues (Rs. in Lacs)

Entry Tax Entry Tax A.Y. 2008-09 4.26 Addl. Commissioner (Commercial Tax), Mathura UP

Sales Tax VAT & CST A.Y. 2008-09 29.17 Yet to be filed

Sales Tax VAT & CST A.Y. 2009-10 0.21 Yet to be filed

Sales Tax VAT & CST A.Y. 2009-10 239.54 Addl. Commissioner (Commercial Tax), Mathura UP

Sales Tax VAT & CST A.Y. 2010-11 201.87 Addl. Commissioner (Commercial Tax), Mathura UP

Sales Tax VAT A.Y. 2012-13 2.15 Addl. Commissioner (Commercial Tax), Mathura UP

Indian Stamp Act Stamp Duty A.Y. 2012-13 452.00 Asst. Commissioner Stamps, Mathura

10. There are no accumulated losses of the Company as on 30th June, 2013. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company is generally regular in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2012-13.

13. The provisions of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable to the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, except those mentioned in Note no. 34 of the financial statements.

16. The term loans raised by the company during the year have been applied for the purpose for which they were obtained according to the information and the explanations given to us and on the basis of the certificates issued by independent chartered accountants on regular intervals.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

18. During the current financial period, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. During the year under audit, the company has neither issued any debentures nor was any debenture outstanding at the year end.

20. The company has not raised any money by public issue during the year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial period.

For PAREKH SHAH & LODHA

Chartered Accountants

Firm Reg.: 107487W

Ashutosh Dwivedi

(Partner)

M. No. : 410227

Place: Mumbai

Date: 29th August, 2013.


Jun 30, 2012

We have audited the attached Balance Sheet of USHER AGRO LTD., as at 30th June, 2012 and also the annexed Profit and Loss Account and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper Books of Account as required by law have been kept by the Company so far as appear from our examination of the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on 30th June, 2012 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th June, 2012 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss account read with the notes thereon and attached thereto give the information required by the Companies Act, 1956 the manner so required and also give a true and fair view:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2012 and

ii) in the case of Profit & Loss Account, of the PROFIT for the year ended on that date.

iii) in case of Cash Flow Statement, of the cash flows for the year ended on that date.





ANNEXURE TO AUDITORS' REPORT

(Referred to in paragraph 2 of our report of even date)

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the 'Going Concern' status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

b) In our opinion, the procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a] The Company has not granted any loans to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 Consequently the requirements of Clause (iii) (b), Clause (iii) (c) and Clause (iii) (d) of Paragraph 4 of the order are not applicable

b) During the financial year, the Company has not taken any loans from parties listed in the register maintained under section 301 of the Companies Act, 1956 (P.Y. unsecured loan taken from two parties, maximum outstanding Rs. 59.21 lacs, year end balance Nil). Consequently the requirements of Clause (iii) (f) and (iii)(g) of Paragraph 4 of the order are not applicable

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 30th June, 2012 for more than six months from the date when they became payable

b) According to the information and explanations given to us and records examined by us, no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Service Tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute except the following:

Nature of Statue Nature of Period Amount Forum where dispute is pending dues (Rs. in Lacs)

Sale Tax Act Sales Tax A.Y. 2009-10 215.59 Application made for rectification of order U/s 31 of UP VAT Acts. 2008, and company also gone in to the appeal with the appropriate forums.

Sales Tax Act Sales Tax A.Y. 2011-12 16.80 Application made for rectification of order U/s 32 of UP VAT Acts. 2008, and Company also gone in to the appeal with the appropria

Indian Stamp Act Stamp Duty A.Y. 2012-13 161.50 Asst. Commissioner Stamps, Mathura



10. There are no accumulated losses of the Company as on 30th June, 2012. The company has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2011-12.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, except those are mentioned in Note No 35 of the financial statements.

16. According to the information and the explanations given to us and records of the company examined by us, the term loans raised by the company during the year have been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short term basis that have been used for long term investment.

18. During the current financial period, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. During the year under audit, the company has neither issued any debentures nor was any debentures outstanding at the year end

20. The company has not raised any money by public issue during the year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial period.



For PAREKH SHAH & LODHA Chartered Accountants Firm Reg. No. 107487W



Ashutosh Dwivedi (Partner) M. No. : 410227

Place : Mumbai Date : 29th August, 2012


Jun 30, 2010

We have audited the attached Balance Sheet of USHER AGRO LTD., as at 30th June, 2010 and also the annexed Profit and Loss Account and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper Books of Account as required by law have been kept by the Company so far as appear from our examination of the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on 30th June, 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 30th June, 2010 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss account read with the notes thereon and attached thereto give the information required by the Companies Act, 1956 the manner so required and also give a true and fair view:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th June, 2010 and

ii) in the case of Profit & Loss Account, of the profit forthe period ended on that date.

iii) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure To Auditors Report

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the Going Concern status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

b) In our opinion, the procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not granted any loan during the year to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, Consequently, the requirement of Clauses (iii) (b), Clauses (iii) (c) and (iii) (d) of paragraph 4 of the Order are not applicable.

b) During the financial year, the Company has not taken any loan from companies, firm, or other parties covered in the register maintained under section 301 of the Companies Act, 1956 although during the year company has fully repaid interest free unsecured loan taken from one party, which have been taken in earlier year. In respect of said loans, the maximum balance outstanding at any time during the year isRs34,91,950/-and the year end balance is Rs. Nil.

c) In our opinion and according to the information and explanation given to us, the rate of interest and other term and condition of the loan taken by the Company are not prima facie prejudicial to the interest of the Company.

d) The loans taken were re-payable on demand. As informed, repayment have been made during the year whenever demanded by the lender, thus there has been no default on the part of the Company. The loans taken by the Company is interest free hence repayment of interest dues does not arises.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company has an internal audit system commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of Statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 30th June, 2010 for more than six months from the date when they became payable

b) According to the information and explanations given to us and records examined by us, no dues of Sales Tax, Income Tax,

Custom duty, Wealth tax, Service Tax, Excise duty and Cess that have not been deposited with the appropriate authorities on account of any dispute except the following:

Nature of Nature Period Amount Forum where Statue of dues (Rs in Lacs) dispute is pending

Sale Tax Sales Tax Tax FY. 2004-05 6.10 Appellate Tribunal

10. There are no accumulated losses of the Company as on 30th June, 2010. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2009-10.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and the explanations given to us, the company has raised term loan during the financial year for the rice milling capacity expansion project at Village Chatta, Dist. Mathura (U.P.) and various other projects. The said term loan has been utilized for the purposes which they have been raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long-term investments.

18. During the current financial year, the Company has made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial year.

Place: Mumbai For Parekh Shah & Lodha

Date : 30th August, 2010 Firm Registration No. 107487W

Chartered Accountants

Ashutosh Dwivedi

Partner Membership No. 410227

 
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