Usher Agro Ltd.
|BSE: 532765||Sector: Agri and agri inputs|
|NSE: USHERAGRO||ISIN Code: INE235G01011|
|BSE 00:00 | 29 Mar||Usher Agro Ltd|
|NSE 05:30 | 01 Jan||Usher Agro Ltd|
|BSE: 532765||Sector: Agri and agri inputs|
|NSE: USHERAGRO||ISIN Code: INE235G01011|
|BSE 00:00 | 29 Mar||Usher Agro Ltd|
|NSE 05:30 | 01 Jan||Usher Agro Ltd|
The Members of
USHER AGRO LIMITED
Report on the Financial Statements
We have audited the accompanying standalone financial statements of USHER AGROLIMITED ("the Company") which comprises the Balance Sheet as at March 312017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of 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 in section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performanceand cash flowsof the Company in accordance with the accountingprinciples generally accepted in Indiaincluding the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act except with regard to the matters set out below in Basis ofQualified Opinion where we have not been able to perform audit in conformity withrelevant auditing standards in the absence of sufficient appropriate evidence. ThoseStandards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the standalone financial statements are freefrom material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give true and fair view in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe standalone financial statements.
We believe that the audit evidence we have obtained except with regard to the mattersset out below in Basis of Qualified Opinion is sufficient and appropriate to provide abasis 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 oftheir outstanding Dues of INR 6400.63 lakh ($10 Million) with the interest @12% p.a. asper 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 financialstatements. Had the company made such Interest provision in the Statement of Profit andloss the loss for the year would have been higher by INR 788.87lakh and the accumulatedloss would have been higher by an equivalent amount.
2. PT Bank Maybank Indonesia Tbk Mumbai has filed Winding up petition against thecompany for recovery of their outstanding Dues of INR1778.18 lakh with the interest @16.4%p.a. The proceeding is pending before Hon'ble Bombay High Court. An interest amount comesto INR 37.27 lakh approx. for which the company has not made any provision in thefinancial statements.
Had the company made such Interest provision in the Statement of Profit and loss theloss 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 notmade provision of Interest on Cash credit/Term loan etc. (including penal interest chargedby 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 theloss for the year would have been higher by INR 9907.44 lakh and the accumulated losswould have been higher by an equivalent amount.
4. Axis bank has imposed Penal charges amounting to INR 300.19 lakh. However suchexpenditure has not been expensed out in the statement of profit and loss and the same isadjusted against short term borrowing from bank. Had the company expensed out such PenalCharges in the statement of profit and loss the loss for the year would have been higherby INR 300.19lakh and accumulated loss would have been higher by an equivalent amount andshort term borrowing would have been higher by an equivalent amount.
5. In the absence of information received from ICICI Bank Company did not makeprovision for mark to Market (MTM) on Derivative contract so we are unable to quantifythe impact of MTM on company's Loss for the period ended on 31stMarch 2017
6. The Company has made provision for gratuity and leave encashment for the year onestimated basis and not as per actuarial valuation. In the absence of actuarial valuationreport the impact on loss for the year on account of such valuation is not ascertainableand relevant disclosures have not been given. This is not in compliance with AS-15"Employee Benefits".
In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects which are not quantifiable of the mattersdescribed in the Basis for Qualified Opinion paragraph the aforesaid standalone financialstatements give the information required by the Act in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia of the state of affairs of the company as at 31st March 2017and its loss and itscash 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 issuedequity share to the Banks and Financial Institutions.
Accordingly company has reduced respective credit facilities (Term Loan/working capitallimits/unsecured loans etc.) of the respective banks and financial Institutions to theextent of SDR Amount but we have not received confirmation from few of bank and FinancialInstitutions on the treatment of SDR amount
b. As explained in Note no. 46 of the Standalone financial statements which states thatbalances of Sundry Debtors Creditors Loans & Advances and other parties are subjectto 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 toliquidity crunch being faced by the Company Rice Mill of the company is not utilizing itsoptimum production capacity during the year. e. Company Secretary of the company hasresigned from the company from 07.10.2016. Company is in process of appointment of fulltime Company Secretary; however same is not yet done.
f. The Only Woman director (nominee of IDBI Bank) of the company has been changed andreplaced by another director vizMr. Ajay Sharma as a result company does not have anywoman director in Board of Directors of the company.
g. Small Industries Development Bank of India (SIDBI) had serve notice for attachmentof Office no 212 situated at Laxmi Plaza Laxmi Industrial Estate Andheri (west) Mumbaito the company on 13/02/2017 using power given under sub-section (4) of Section 13 of theSecuritisation and Reconstruction of Financial Assets and Enforcement of Security InterestAct 54 of 2002 (the Act) read with rule 8 of the security interest (Enforcement) Rules2002 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 itsnet worth is fully eroded. The Company has incurred net loss during the current year aswell as previous years and Company's current liabilities exceeded its current assets as atthe balance sheet date. However the financial statements of the Company have beenprepared 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 (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure "A" a statement on the mattersspecified 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 theBasis for Qualified Opinion paragraph obtained all the information and explanations whichto 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 QualifiedOpinion paragraph in our opinion proper books of account as required by law have beenkept 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 section143 is not applicable.
d. The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith 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 QualifiedOpinion paragraph in our opinion the aforesaid standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014 (as amended).
f. The matters described under the Basis for Qualified Opinion paragraph Emphasis ofMatter 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 thefunctioning of the Company.
g. On the basis of written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms ofSection 164(2) of the Act.
h. The qualification relating to the maintenance of accounts and other mattersconnected therewith are as stated in the Basis for Qualified Opinion paragraph above.
i. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls we give ourseparate Report in "Annexure B".
j. with respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit &Auditor's) Rules2014 in our opinion and to ourbest of our information and according to the explanations given to us:
j. with respect to the other matters included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit & Auditor's) Rules2014 in our opinion and toour 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 hasdisclosed the impact of pending litigations on its standalone financial position.
ii. The Company has made provisions as required under the applicable law or accountingstandards for material foreseeable losses if any on long term contracts includingderivative contracts.
iii. There is a non-deposit of unclaimed Dividend belong to Financial Year 2008-09 ofINR 58770.75 required to be transferred to the Investor Education and Protection Fundby the company.
iv. The company had provided requisite disclosures in its standalone financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8th November 2016 to 30th December 2016 and these are in accordance with the booksof accounts maintained by the company. Refer Note 36 to the standalone financialstatements.
Annexure "A" to the Independent Auditor's Report
The Annexure referred to in our report to the members of USHER AGRO LIMITED (TheCompany') on the standalone financial statements for the year ended 31st March 2017. Wereport that:
i. In respect of its fixed assets:
a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b. As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. We are informed that nomaterial discrepancies were noticed on such physical verification.
c. According to the information and explanations given to us and the records examinedby us and based on the examination of the records maintained by company and intimationreceived from IDBI Trusteeship Services Limited provided we report that the title deedscomprising all the immovable properties of land and buildings which are freehold are heldin 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 verificationof 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 themanagement in this regard.
b. As per the information and explanation given to us no material discrepanciesbetween physical inventory and book records were noticed on physical verification.
iii. According to information and explanations given to us the Company has grantedunsecured loans companies covered in the register maintained under Section 189 of theCompanies Act 2013. In respect of these loans;
a. In our opinion and as per information and explanation given to us terms andconditions 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 havenot been stipulated and hence we are unable to comment as to whether receipt of theprincipal amount and the interest are regular and
c. in the absence of stipulated terms and conditions we are unable to comment as towhether there is any overdue amount for more than ninety days and whether reasonable stepshave 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 inrespect of loans investments guarantees and security provisions of section 185 and 186of the Companies Act 2013 have been complied with.
v. According to the information and explanations given to us the Company has notaccepted deposits from the public. Hence provisions of clause (v) of paragraph 3 of thereport are not applicable to the company.
vi. According to the information and explanations given to us we are of the opinionthat maintenance of cost records has not been specified by the Central Government undersub 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 ourexamination on test check basis the company is not regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income Tax SalesTax Service Tax duty of Customs Duty of Excise Value Added Tax Cess and othermaterial statutory dues to the appropriate authorities.
b. According to the information and explanations given to us undisputed amounts whichwere outstanding as at March 31 2017 for a period of more than six months from the dateof becoming payable are as follows:
c. According to the information and explanations given to us dues that have not beendeposited by the Company on account of disputes are as follows:
viii. In our opinion and according to the information and explanations given to us theCompany has defaulted in repayment of following dues to the financial institutions andbanks during the year:
ix. According to the information and explanation given to us the company has notraised monies by way of initial public offer or further public offer (including debtinstrument). In our opinion and according to the information and explanation given to usand on the basis of our examination on test check basis we are of the opinion that theterm 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 oron 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 aloss therefore the company has not paid the managerial remuneration. xii. According tothe 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 enteredinto by the company with the related parties are in compliance with sections 177 and 188of Companies Act 2013 and the details have been disclosed in the Financial Statementsetc. as required by the applicable accounting standards;
xiv. During the year the company has issued 39612472 Equity Shares of INR 10 eachat a premium of INR 1.09 per share to the Members of Joint Lenders' Forum as approved byShareholders pursuant to Strategic Debt Restructuring Scheme. The company has compliedwith the provisions of Sections 42 of the Companies Act 2013. The amounts raised have beenused for purpose for which the funds were raised
xv. According to the information and explanation given to us the company has notentered into any non-cash transactions with directors or persons connected with themduring the year.
xvi. According to the information and explanation given to us the company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Annexure "B" to the Independent Auditor's Report
[Referred to under Report on Other Legal and Regulatory Requirements' in theIndependent Auditor's Report of even date to the members of USHER AGRO LIMITED onthe standalone financial statements for the year ended 31st March 2017]
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
1. We have audited the internal financial controls over financial reporting of USHERAGRO LIMITED ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
2. Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin 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 andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
3. Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.
Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion on the Company's internal financialcontrols 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 designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial 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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate. According to theinformation and explanations given to us and based on our audit the following materialweakness 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 thatindicating that the Company's internal financial controls over preparation of financialstatements in compliance with accounting standards and generally accepted accountingprinciples were not operating effectively which could potentially result in materialmisstatement of the financial statements
A material weakness' is a deficiency or a combination of deficiencies ininternal financial control over financial reporting such that there is a reasonablepossibility that a material misstatement of the company's annual or interim financialstatements 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 weaknessesdescribed above on the achievement of the objectives of the control criteria the companyhas maintained in all material respects adequate internal financial controls overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as of March 31 2017 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.
We have considered the material weaknesses identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the March 31 2017standalone financial statements of the Company and our aforesaid report and opinion onInternal Financial Control over Financial Reportingshould be read in conjunction with ourreport of even date issued on the standalone financial statements of the Company.