usher agro ltd Auditors report


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, 2017, 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.

Managements Responsibility for the Financial Statements

The Companys 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 performanceand cash flowsof 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.

Auditors 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 thereunder.

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 auditors 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 Companys 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 Companys 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 INR 6,400.63 lakh ($10 Million) with the interest @12% p.a. as per the advance payment and supply contract. An interest amount comes to INR788.87 lakh ($ 1.22 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 INR 788.87lakh and the accumulated loss would have been higher 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 INR1778.18 lakh with the interest @16.4% p.a. The proceeding is pending before Honble Bombay High Court. An interest amount comes to INR 37.27 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

INR37.27 lakh and the accumulated loss would have been higher by an equivalent amount.

3. In view of invocation of Strategic Debt Restructuring (SDR), the company had not made provision of Interest on Cash credit/Term loan etc. (including penal interest charged by banks/financial institutions) of INR 9907.44lakhon various loans taken from Bank / Financial Institutions 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 INR 9907.44 lakh and the accumulated loss would have been higher by an equivalent amount.

4. Axis bank has imposed Penal charges amounting to INR 300.19 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 INR 300.19lakh and accumulated loss would have been higher by an equivalent amount and short term borrowing would have been higher by an equivalent amount.

5. In the absence of information received from ICICI Bank, Company did not make provision for mark to Market (MTM) on Derivative contract, so we are unable to quantify the impact of MTM on companys Loss for the period ended on 31stMarch, 2017

6. The Company has made provision for gratuity and leave encashment for the year on estimated basis and not as per actuarial valuation. In the absence of actuarial valuation report, the impact on loss for the year on account of such valuation is not ascertainable and relevant disclosures have not been given. This is not in compliance with AS-15 "Employee Benefits".

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 2017and 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. In view of invocation of Strategic Debt Restructuring (SDR), the company has issued equity share to the Banks and Financial Institutions.

Accordingly company has reduced respective credit facilities (Term Loan/working capital limits/unsecured loans etc.) of the respective banks and financial Institutions to the extent of SDR Amount, but we have not received confirmation from few of bank and Financial Institutions on the treatment of SDR amount

b. As explained in Note no. 46 of 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. Company has outstanding CSR provision of INR 106.71 lakh of the earlier years. However company has not utilized such amount for CSR activity till 31.03.2017. d. Reference is invited to Note no. 48 to the financial statements that describe that due to liquidity crunch being faced by the Company, Rice Mill of the company is not utilizing its optimum production capacity during the year. e. Company Secretary of the company has resigned from the company from 07.10.2016. Company is in process of appointment of full time Company Secretary; however same is not yet done.

f. The Only Woman director (nominee of IDBI Bank) of the company has been changed and replaced by another director vizMr. Ajay Sharma, as a result company does not have any woman director in Board of Directors of the company.

g. Small Industries Development Bank of India (SIDBI) had serve notice for attachment of Office no 212 situated at Laxmi Plaza, Laxmi Industrial Estate, Andheri (west), Mumbai to the company on 13/02/2017 using power given under sub-section (4) of Section 13 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 54 of 2002 (the Act) read with rule 8 of the security interest (Enforcement) Rules, 2002 on this 13th day of February, 2017 for their outstanding dues of INR 564.67 lakh.

h. The financial statement indicates that the company has accumulated losses and its net worth is fully eroded. The Company has incurred net loss during the current year as well as previous years and Companys current liabilities exceeded its current assets as at the balance sheet date. However, the financial statements of the Company have been prepared on a going concern basis

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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 does not have any branch; 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, c and viii of our report in Annexure "A", attached hereto, in our opinion, 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, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017, 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 Auditors Report in accordance with Rule 11 of the Companies (Audit &Auditors) Rules,2014, in our opinion and to our best of our information and according to the explanations given to us:

j. with respect to the other matters included in the Auditors Report in accordance with Rule 11 of the Companies (Audit & Auditors) 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. 34 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 is a non-deposit of unclaimed Dividend belong to Financial Year 2008-09 of INR 58,770.75, required to be transferred, to the Investor Education and Protection Fund by the company.

iv. The company had provided requisite disclosures in its standalone financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company. Refer Note 36 to the standalone financial statements.

For Jayesh Sanghrajka & Co. LLP
Chartered Accountants
ICAI Firm Regd. No.: 104184W/W100075
CA Viraj Savla
Place: Mumbai Designated Partner
Date: 30th May, 2017 M. No.: 153525

Annexure "A" to the Independent Auditors Report

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, 2017. 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 companies 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 companys 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 are 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 is not 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, 2017 for a period of more than six months from the date of becoming payable are as follows:

Nature Amount (INR in Lakhs) Due Date
TDS 32.64 Various due dates as from May 2016 to September
2016 – Annex 1
Sales Tax – Entry Tax 4.26 25th July 2015
Corporate Dividend Tax 38.74 12th October 2015
Self-Assessment Tax – AY 2015-16 403.65 30th November 2015
Self-Assessment Tax – AY 2013-14 328.47 28/04/2016
PF 3.11 15th September, 2016
Service tax 0.55 5th July 2016
Service tax 0.88 5th September 2016
Vikas Cess 0.94 Pending since 01/04/2016

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(Commerce Tax) Grade – II (Appeal), Mathura
VAT & CST 66.42 A.Y. 2010-11 Assessment Officer, Mathura
VAT & CST 234.99 A.Y. 2009-10 Appellate Authority, Additional Commissioner Grade-II (Appeal) Mathura
VAT & CST 2756.82 A.Y. 2010-11 Appellate Authority, Additional Commissioner Grade-II (Appeal) Mathura
VAT & CST 3701.25 A.Y. 2012-13 Appellate Authority, Additional Commissioner Grade-II (Appeal) Mathura
VAT 0.98 A.Y. 2011-12 Appellate Authority, Additional Commissioner Grade-II (Appeal) Mathura
VAT 383.28 A.Y. 2015-16 Appellate Authority, Additional Commissioner Grade-II (Appeal) Mathura
VAT 84.65 A.Y.2016-17 Appellate Authority, Additional Commissioner Grade-II (Appeal) Mathura
MandiShulk& Vikas 86.03 F.Y. 2014-15 Secretary, KrishiUtpadanMandiSamiti, Kosi-Kalan, Mathura
Cess
TDS 40.00 From F.Y. 2007-08 to TDS Authority of Income Tax
F.Y 2016-17

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:

S.no Name of Bank/ FI Amount (INR in Lakhs) Due on Paid on
1 Rabo Bank International Ltd 435.28 18th December 2015 178.54 Lakh paid on 4th January 2016, balance not paid
609.39 18th June 2016 Not paid
696.44 18th December 2016 Not paid
2 Axis Bank Ltd. 244.00 31st March 2016 07th April 2016 and 24th June 2016
244.00 30th June 2016 Not paid
244.00 30th September 2016 Not paid
244.00 31st December 2016 Not paid
244.00 31st March 2017 Not paid
3 Dena Bank 100.00 31th December 2015 Not paid
100.00 31st March 2016 Not paid
100.00 30th June 2016 Not paid
100.00 30thSeptember 2016 Not paid
100.00 31st December 2016 Not paid
100.00 31st March 2017 Not paid
4 EXIM Bank 300.00 31th December 2015 Not paid
300.00 31st March 2016 Not paid
300.00 30th June 2016 Not paid
300.00 30th September 2016 Not paid
300.00 31st December 2016 Not paid
300.00 31st March 2017 Not paid
5 IDBI 83.33 30th September 2016 Not paid
83.33 31st December 2016 Not paid
83.33 31st March 2017 Not paid
6 IDBI 138.89 31st March 2016 Not paid
138.89 30th June 2016 Not paid
138.89 30th September 2016 Not paid
138.89 31st December 2016 Not paid
138.89 31st March 2017 Not paid
7 L & T Finance Ltd 175.00 31st December 2015 28.50 Lakhs paid on various dates and balance not paid
175.00 31st March 2016 Not paid
175.00 30th June 2016 Not paid
175.00 30th September 2016 Not paid
159.49 31st December 2016 Not paid
8 BOM 62.50 31st December 2016 Not paid
62.50 31st March 2017 Not paid
9 ICICI Bank 842.31 30th June 2016 Not paid
647.93 30th September 2016 Not paid
931.40 31st March 2017 Not paid
10 BMW 0.66 31st March 2017 Not paid

ix. According to the information and explanation given to us, the company has not raised monies by way of initial public offer or further public offer (including debt instrument). In our opinion and 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 term loans were applied for the purposes for which those 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, Since Company is in a loss therefore, the company has not paid the managerial remuneration. 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. During the year, the company has issued 3,96,12,472 Equity Shares of INR 10 each at a premium of INR 1.09 per share to the Members of Joint Lenders Forum as approved by Shareholders pursuant to Strategic Debt Restructuring Scheme. The company has complied with the provisions of Sections 42 of the Companies Act 2013. The amounts raised have been used for purpose for which the funds were raised

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.

For Jayesh Sanghrajka & Co. LLP
Chartered Accountants
ICAI Firm Regd. No.: 104184W/W100075
CA Viraj Savla
Place: Mumbai Designated Partner
Date: 30th May, 2017 M. No.: 153525

Annexure "B" to the Independent Auditors Report

[Referred to under ‘Report on Other Legal and Regulatory Requirements in the Independent Auditors Report of even date to the members of USHER AGRO LIMITED on the standalone financial statements for the year ended 31st March 2017]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We have audited the internal financial controls over financial reporting of USHER AGRO LIMITED ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

2. Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

3. Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (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 auditors judgement, 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 Companys internal financial controls system over financial reporting.

4. Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys 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 weakness has been identified as at March 31, 2017:

a) We would draw attention to matters disclosed in ‘Basis for Qualified Opinion, and Emphasis of matters Paragraphs of the our independent Auditors Report, indicating that indicating that the Companys internal financial controls over preparation of financial statements in compliance with accounting standards and generally accepted accounting principles were not operating effectively which could potentially result in material misstatement of the financial statements

A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

6. Qualified Opinion

In our opinion, except for the effects/possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the company has maintained, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as of March 31, 2017, 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.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2017 standalone financial statements of the Company, and our aforesaid report and opinion on Internal Financial Control over Financial Reportingshould be read in conjunction with our report of even date issued on the standalone financial statements of the Company.

For Jayesh Sanghrajka & Co. LLP
Chartered Accountants
ICAI Firm Regd. No.: 104184W/W100075
CA Viraj Savla
Place: Mumbai Designated Partner
Date: 30th May, 2017 M. No.: 153525