Mar 31, 2016
To,
The Members of USHER AGRO LIMITED
Report on the Financial Statements
We have audited the accompanying standalone financial statements of USHER AGRO LIMITED, ("the Company"), which comprises the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.
Managementâs Responsibility for the Financial Statements
The Company''s Board of Directors is responsible for the matters 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs 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 conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act, except with regard to the matters set out below in Basis of Qualified Opinion, where we have not been able to perform audit in conformity with relevant auditing standards in the absence of sufficient appropriate evidence. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone 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 financial control relevant to the Company''s preparation of the financial statements that give true and fair view 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 Company''s Directors, as well as evaluating the overall presentation of the standalone financial statements.
We believe that the audit evidence we have obtained, except with regard to the matters set out below in Basis of Qualified Opinion, is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.
Basis for Qualified Opinion
1. CFSIT Inc, USA has filed Winding-up Petition against the company for recovery of their outstanding Dues of Rs. 6,548.14 lakh ($10 Million) with the interest @12% p.a. as per the advance payment and supply contract. An interest amount comes to Rs. 336.08 lakh ($0.507 Million) approx. for which the company has not made any provision in the financial statements.
Had the company made such Interest provision in the Statement of Profit and loss, the loss for the year would have been higher by Rs. 336.08 lakh and the accumulated profit would have been lower by an equivalent amount.
2. PT Bank Maybank Indonesia Tbk, Mumbai has filed Winding up petition against the company for recovery of their outstanding Dues of Rs. 1778.18 lakh with the interest @16.4% p.a. The proceeding is pending before Hon''ble Bombay High Court. An interest amount comes to Rs. 6.28 lakh approx. for which the company has not made any provision in the financial statements.
Had the company made such Interest provision in the Statement of Profit and loss, the loss for the year would have been higher by Rs. 6.28 lakh and the accumulated profit would have been lower by an equivalent amount.
3. Axis bank has imposed Penal charges amounting to Rs. 70.45 lakh. However such expenditure has not been expensed out in the statement of profit and loss and the same is adjusted against short term borrowing from bank.
Had the company expensed out such Penal Charges in the statement of profit and loss, the loss for the year would have been higher by Rs. 70.45 lakh and accumulated profit would have been lower by an equivalent amount and short term borrowing would have been lower by an equivalent amount.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects, which are not quantifiable, of the matters described in the Basis for Qualified Opinion paragraph, 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 31st March 2016 and its loss and its cash flows for the year ended on that date:
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
a. All the lenders of the Consortium in Joint Lenders forum (JLF) meeting held on 13th of May, 2016, agreed for opting option of Strategic Debt Restructuring (SDR) scheme for better financial situation of the company. Referral date for SDR is decided 13th May, 2016.
b. Reference is invited to Note No. 47 to the Standalone financial statements, which states that balances of Sundry Debtors, Creditors, Loans & Advances and other parties are subject to confirmation and consequent adjustments, if required.
c. Reference is invited to noteno.48 to the Standalone Financial Statement, which state that substantial portion of the company net worth is eroded in the March quarter. In the June quarter company has also incurred losses as a result of which company net worth is fully eroded.
Considering the matters set out in the above notes, Financial Statements are prepared on a going concern basis.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a. We have sought and except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b. except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, 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 Company has not appointed a person other than Companies auditor for audit of accounts of branch offices under Section 143(8); hence clause (c) of sub-section (3) of section 143 is not applicable.
d. The Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
e. except for the possible effects of the matters described in the Basis of Qualified Opinion paragraph, 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 (as amended).
f. the matters described under the Basis for Qualified Opinion paragraph, Emphasis of Matter paragraph read further with para vii b, and viii of our report in Annexure "A" , may have an adverse effect on the functioning of the Company.
g. on the basis of written representations received from the directors as on 31st March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.
h. the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.
i. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, we give our separate Report in "Annexure B".
j. with respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit &Auditor''s ) Rules,2014, in our opinion and to our best of our information and according to the explanations given to us :
i. As detailed in Note No. 2 to the Standalone Financial Statements, the Company has disclosed the impact of pending litigations on its standalone financial position.
ii. The Company has made provisions as required under the applicable law or accounting standards for material foreseeable losses if any, on long term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.
The Annexure referred to in our report to the members of USHER AGRO LIMITED (''The Company'') on the standalone financial statements for the year ended 31st March, 2016. We report that:
i. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
b. As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. We are informed that no material discrepancies were noticed on such physical verification.
c. According to the information and explanations given to us and the records examined by us and based on the examination of the records maintained by company and intimation received from IDBI Trusteeship Services Limited provided, we report that the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.
ii. In respect of inventories,
a. According to the information and explanation given to us, the physical verification of inventory has been conducted at reasonable intervals by the management during the year. However, we could not observe inventory verification in the absence of intimation from the management in this regard.
b. As per the information and explanation given to us, no material discrepancies between physical inventory and book records were noticed on physical verification.
iii. According to information and explanations given to us, the Company has granted unsecured loans to parties covered in the register maintained under Section 189 of the Companies Act, 2013. In respect of these loans;
a. In our opinion and as per information and explanation given to us, terms and conditions of grant of such loans are not prejudicial to the company''s interest.
b. the terms of repayment of the principal amount and the payment of the interest have not been stipulated and hence we are unable to comment as to whether receipt of the principal amount and the interest are regular and
c. in the absence of stipulated terms and conditions, we are unable to comment as to whether there is any overdue amount for more than ninety days and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest
iv. In our opinion and according to the information and explanations given to us, in respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.
v. According to the information and explanations given to us, the Company has not accepted deposits from the public. Hence provisions of clause (v) of paragraph 3 of the Report is not applicable to the company.
vi. According to the information and explanations given to us, we are of the opinion that maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 of the Act.
vii. In respect of statutory dues:
a. According to information and explanations given to us and on the basis of our examination on test check basis, the company was generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues to the appropriate authorities.
b. According to the information and explanations given to us, undisputed amounts, which were outstanding as at March 31, 2016 for a period of more than six months from the date of becoming payable are as follows:
Nature |
Amount (INR in Lakhs) |
Due Date |
Tax Deducted at source |
10.32 |
Various due dates as these relate to old outstanding |
Sales Tax - Entry Tax |
4.26 |
25th July 2015 |
c. According to the information and explanations given to us, dues that have not been deposited by the Company on account of disputes are as follows:
Nature of Dues |
Amount (INR in Lakhs) |
Period to which the amount relates |
Forum where dispute is pending |
VAT & CST |
29.17 |
A.Y. 2008-09 |
Appellate Tribunal, Agra |
VAT & CST |
0.21 |
A.Y. 2009-10 |
Additional Commissioner (Commercial Tax) Grade - II(Appeal), Mathura |
VAT & CST |
66.42 |
A.Y. 2010-11 |
Assessment Officer, Mathura |
TDS |
29.92 |
From AY 2007-08 to AY 2016-17 |
TDS Authority of Income Tax |
viii. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of following dues to the financial institutions and banks during the year:
Name of Bank/ FI |
Amount (INR in Lakhs) |
Due on |
Paid on |
Rabo Bank International Ltd |
450.63 |
30thJune 2015 |
Not paid |
630.00 |
31st December 2015 |
183.00 Lakh paid on 4th January 2016, balance not paid |
|
Axis Bank Ltd. |
244.00 |
30th September 2015 |
17th October 2015 |
244.00 |
31st December 2015 |
31st December 2015 and 23rd February 2016 |
|
244.00 |
31st March 2016 |
Not paid |
|
Dena Bank |
100.00 |
30th September 2015 |
1st December 2015 |
100.00 |
31st December 2015 |
Not paid |
|
100.00 |
31st March 2016 |
Not paid |
|
EXIM Bank |
300.00 |
30thJune 2015 |
Various dates till September 2015 |
300.00 |
30th September 2015 |
Various dates till December 2015 |
|
300.00 |
31st December 2015 |
Not paid |
|
300.00 |
31st March 2016 |
Not paid |
|
IDBI |
138.89 |
30th September 2015 |
Various dates in October 2015 |
138.89 |
31st December 2015 |
Various dates in January and February 2016 |
|
138.89 |
31st March 2016 |
Not paid |
|
L & T Finance Ltd |
173.89 |
30th September 2015 |
Various dates of October , November and December 2015 |
173.89 |
31st December 2015 |
28.50 Lakhs paid on various dates and balance not paid |
|
173.89 |
31st March 2016 |
Not paid |
|
ICICI Bank |
539.95 |
30th September 2015 |
Various dates in November 2015 |
548.00 |
31st March 2016 |
Not paid |
Further, company has issued debentures during the year.
ix. During the year, the company has not raised money by way of initial public offer or further public office (including debt instrument).According to the information and explanation given to us and on the basis of our examination on test check basis, we are of the opinion that the Company has used term loans for the purposes for which they were raised.
x. According to the information and explanation given to us, no fraud by the company or on the Company by its officers or employees has been noticed or reported during the year.
xi. According to the information and explanation given to us, the managerial remuneration has been paid in accordance with the provisions of section 197 read with Schedule V to the Companies Act.
xii. According to the information and explanation given to us, the company is not the Nidhi Company. Therefore, provisions of clause 3(xii) of the order are not applicable to the company.
xiii. According to the information and explanation given to us, transactions entered into by the company with the related parties are in compliance with sections 177 and 188 of Companies Act,2013 and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;
xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.
xv. According to the information and explanation given to us, the company has not entered into any non-cash transactions with directors or persons connected with them during the year.
xvi. According to the information and explanation given to us, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
[Referred to under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the members of USHER AGRO LIMITED on the standalone financial statements for the year ended 31st March 2016]
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
1. We have audited the internal financial controls over financial reporting of USHER AGRO Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
2. Managementâs Responsibility for Internal Financial Controls
The Company''s 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. 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 company''s 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.
3. Auditorsâ Responsibility
Our responsibility is to express an opinion on the Company''s 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 (the "Guidance Note") and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. 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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the Company''s internal financial controls system over financial reporting.
4. Meaning of Internal Financial Controls Over Financial Reporting
A company''s 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 statements for external purposes in accordance with generally accepted accounting principles. A company''s 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 statements 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 company''s assets that could have a material effect on the financial statements.
5. 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. According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified as at March 31, 2016:
6. 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 March 31, 2016, 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 Jayesh Sanghrajka & Co. LLP
Chartered Accountants
ICAI Firm Regn. No.: 104184W/W100075
Viraj Savla
Designated Partner
M. No.: 153525
Place: Mumbai
Date: 13th August 2016
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