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
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
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
(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
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
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
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
8. The Central Government has not prescribed the maintenance of cost
records under Section 209 (1) (d) of the Companies Act, 1956 for the
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
dues (Rs. in Lacs)
Sale Tax Act Sales Tax A.Y.
2009-10 215.59 Application made for
order U/s 31 of UP
VAT Acts. 2008, and
company also gone in
to the appeal with
Sales Tax Act Sales Tax A.Y.
2011-12 16.80 Application made for
order U/s 32 of UP
VAT Acts. 2008, and
Company also gone in
to the appeal with
Indian Stamp Act Stamp Duty A.Y.
2012-13 161.50 Asst. Commissioner
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
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
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
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
Firm Reg. No. 107487W
M. No. : 410227
Place : Mumbai
Date : 29th August, 2012