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