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Directors Report of Usher Agro Ltd.

Mar 31, 2015

The Directors have pleasure in presenting 19th Annual Report on the business and operations of the Company and the financial accounts for the Nine months ended on 31st March, 2015.

FINANCIAL RESULTS

The financial performance of the Company, for the Financial Year (Nine Months) ended 31st March, 2015 is summarized below:

(Rs,in Lacs)

Nine Months Ended 31.03.2015

Sales & Other Income 1,27,674.96

Profit before Financial Charges & Depreciation 16,785.05

Less : Financial Charges 8,231.67

Cash Profit for the year 8,553.38

Less : Depreciation 3,136.12

Profit before Tax 5,417.26

Less : Provision for Tax for current year 414.48

Less : Provision for Deferred tax 817.80

Profit after Tax 4184.98

Balance brought forward from Previous Year 16,783.52

Balance available for Appropriation 20,968.50

Appropriations :

Proposed Dividend 190.30

Corporate Dividend Tax 38.74 Transferred to General Reserve

Transfer to Debt Redemption Reserve 4,000.00

Earning per Share (EPS) 11.00

Balance carried to Balance Sheet 16,739.45 *The Company has changed the financial year. Hence the figures are not comparable with PY figurers.

State of Company's Affairs

Your Company has achieved stabilization of all of its existing Rice and Wheat milling capacities, which are operational now at optimum capacity utilization levels. The enhancement of production capacities and consolidation of processes and systems derived the synergies and optimized the use of available resources because of which your Company is being able to maintain its growth irrespective of prevailing difficult economic and market conditions.

During the period (Nine Month) under review, the sales and other income of your Company have increased to Rs. 12,7674.96 lacs from Rs. 12,2282.01 lacs in the previous year, recording a growth of over 39%. Profit after tax is Rs. 4184.98 lacs against that of Rs. 6445.53 lacs in previous year. Management of the Company under the direction of your Board of Directors continued to achieve the targets of cutting down the cost of operations and bettering the efficiency by using better alternated resources/ means and methods of operations.

Company Performance

The Company achieved a new landmark in revenues, crossing the Rs. 1300.00 crores milestone on a consolidated basis. The Company,s profit before tax on a consolidated basis is Rs. 47.67 crores during the nine months period, as compared to Rs. 61.53 crores in the previous year. The Company earned a net profit of Rs. 40.93 crores during the period of nine months, as against a net profit of Rs. 60.32 crores in the previous year, on a consolidated basis.

Share Capital

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 38.05 crores. During the year under review, the Company has not issued any shares. There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

Change in Financial Year

In accordance to section 2(17) of the Companies Act 2013 the Company has changed the financial year from July-June to April- March. The financial year 2014-15 is for nine months from 1st July, 2014 to 31st March, 2015.

Dividend

The Board of directors of the company has proposed dividend for the FY 2014-15(nine months) @ Rs. 0.5 per share (5%). (If the final dividend, as recommended above, is declared by the Members at the Annual General Meeting, the total outflow towards dividend on Equity Shares for the nine months would be Rs. 2.29 crores (including dividend distribution tax). In the previous year no dividend was declared.

Transfer to Reserves

The Company has transferred nil amounts in the General Reserves during the financial year under review in pursuance to the provisions of Companies Act, 2013.

Consolidated Financial Statements

Pursuant to section 129 of the Companies Act 2013, the Company has prepared the Consolidated Financial statement of the Company and also of its subsidiary Usher Eco Power Limited & Usher Worldwide FZE, UAE.

OPERATIONS

Rice Milling

Usher Agro is amongst the largest producer and processor of non-basmati rice in India. The company has the largest single location Rice milling facilities in India for rice processing. The company does processing of paddy in its four high-capacity plants at Mathura, Chhata and Buxar. The company has a Total Rice Milling Capacity of 1,081,440 MTPA

Wheat

Usher Agro is into producing fine & superfine Wheat flour (Maida), Semolina premium (Rawa/Suji), R-Aata, Whole meal Aata (Chakki Aata), Daliya and Wheat Bran (Choker). Our Wheat products are also sold under the well-known brand 'Rasoi Raaja,. It has 125,400 MTPA milling capacity for Wheat.

Pulses

With an overall vision to emerge as one stop solution to all basic food, the company has set up a plant for Pulses and Pulses Flour Milling at Chhata, Dist- Mathura, U.P. The company has set up pulses Processing plant with a capacity of 105,600 MTPA and a Pulses Flour mill with a capacity of 23,100 MTPA. After the said expansion the company has moved one step further in its vision to become a complete basic food processor

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The Company has adopted a Policy for determining Material Subsidiaries in terms of Clause 49 of the Listing Agreement. The Policy, as approved by the Board, is uploaded on the Company,s website at www.usheragro.com

The Company has two subsidiaries i.e. Usher Eco Power Limited and wholly owned subsidiary i.e. Usher Worldwide FZE, UAE.

Mr. Vinod Kumar Chaturvedi is also the Managing Director and Mr. Manoj Pathak is Joint Managing Director of Usher Eco Power Ltd.

Performance of the Subsidiaries

a) USHER ECO POWER LIMITED

Usher Eco Power Limited is into Power Generation Activity. The Company has commissioned the 16MW Biomass based Co- generation Eco friendly power plant at Chhata Dist- Mathura, U.P. which is using Bio Mass i.e. Rice husk, baggasse etc. as a fuel. This Power Plant is eligible for CDM & REC benefits. The project is already registered in the UNFCCC and can start getting CDM benefits from this year. The subsidiary Company,s financial statements are attached to this annual financial report. This plant will further enhance its operational efficiency and will ensure uninterrupted availability of power at competitive prices.

b) USHER WORLDWIDE FZE, UAE.

Usher Worldwide FZE which is registered in a Free Zone Establishment (FZE) in the Sharjah Airport International Free Zone (SAIF Zone), United Arab Emirates have commenced commercial operations this year. This company has been incorporated in UAE for the purpose of general trading in rice and other commodities. This Company will provide strong foot hold to your Company in Middle East Asia and African market, which is the largest export market for rice as well as enable us to procure pulses from global market in most efficient and competitive terms, which is also a basic raw materials for us post expansion of pulses milling project.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. A statement containing the salient features of the financial position of the subsidiary companies in Form AOC.1 is annexed as Annexure 1.

BUSINESS EXPANSION, DEVELOPMENTS & FUTURE OUTLOOK

A) Capacity Expansion and Pulses Initiative

With an overall vision to emerge as one stop solution to all basic food, the Company has embarked on the increase of its Rice Milling capacity and setting up a plant for Pulses and Pulses Flour milling at Chhata, Dist. Mathura, U.P. The Company has successfully commissioned a Rice Milling Plant of 4,86,000 MTPA after which total Rice milling capacity stands to 1,081,440 MTPA. In addition, the company has also successfully commissioned a pulses processing mill with a capacity of 105,600 MTPA and a pulses flour mill with a capacity of 23,100 MTPA. The Company is proud to state that the machineries for the said expansion projects have been imported from world class manufacturers from Japan and Switzerland. Successful commissioning of said expansion projects have ensured a significant step towards the vision to become a complete basic food miller.

B) Rice fortification plant

The Company has successfully commissioned imported rice fortification plant. The Company is selling the fortified rice to the mid-day meal projects of various states of the government through Programme for Appropriate Technology in Health (PATH). The said plant has already commenced its commercial production in November 2012. In view of the high profitability of the rice fortification plant, Usher Agro Ltd. is also planning to further increase the production capacity of fortified rice in the current year. The Company also envisions exporting fortified rice to other countries. Fortified rice prevents loss of iron and vitamins from rice during the milling process.

C) Venture into Silica

Usher Agro Ltd has successfully commenced commercial production of the Silica plant of 5 Tons per Day at Chhata Mathura. The technology for the manufacturing of silica has been taken from IISC Bangalore, which is a patented technology and Usher Agro Ltd is the first company to implement this novel project first time in the world. Now the Company will be in a position to supply eco friendly green silica at competitive rate to the customers. Significant work has been done in the area of marketing of silica manufactured by this plant to global players. Also in the long run the Company envisions setting up a 50TPD Silica Plant in its Subsidiary Company i.e. Usher Eco Power Limited. This plant will produce silica from Rice Husk Ash through the said patented technology. This will further improve operational efficiency of the Company by value added use of waste i.e. Rice Husk Ash.

D) Tie up with Large Institutional Buyers

As overall vision of Usher Agro Ltd. to emerge as one stop solution for all basic foods over a period of time, the company has installed capacity for Rice, Wheat and Pulses Milling. The capacities in all above three segments have already commenced commercial production. As a business strategy Usher is focusing on whole sale market and bulk customers with committed off take for its large milling capacities. The company is making all of its best possible efforts to develop long term relationship with such large customers in each product segment.

FOREIGN EXCHANGE EARNINGS

Your Company has entered in to export market in January 2010. Since inception your Company has been focused on the domestic market and in future too our focus shall remain in that way. However with the installation of one of the most modern plant at Chhata and also to achieve progress in all markets, for the first time your Company has entered the export market in January 2010 and in very short period has been able to successfully tap the overseas market. Your directors are pleased to report that our products are well accepted in the export market and we are confident that in the coming years the export earnings will see quantum jump thereby earning precious foreign exchange for the country. Your Company is targeting mainly Middle East and Gulf countries for the export of rice and wheat based products. Further to focus on the said market and increase business operations the Company has already incorporated a wholly owned subsidiary in UAE i.e. Usher Worldwide FZE and this Company has commenced commercial business activities this year and we can now expect more export values in future. The Company follows a prudent hedging policy to manage significant foreign currency exposures.

DEPOSITS

The Company has not accepted any deposit from the public under section 73 and 74 of the Companies Act, 2013.

BOARD OF DIRECTORS

The Company has Seven (7) Directors consisting of Four (4) Independent Directors one woman nominee director and one Managing Director and one whole time Director as on 31st March, 2015

Independent and Non-Independent Non-Executive Directors

In terms of the definition of the independent director as prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013 and based on confirmation/disclosures received from the Directors, the following Non-Executive Directors are Independent Directors:-

Mr. Vijay Ranchan Mr. Ajayprakash Arora Mr. Shriprakash Arora Mr. Prem Chand Tiwari

Woman Director

In terms of the provisions of Section 149 of the Companies Act,

2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the company. Your Company has Ms. Baljinder Kaur Mandal as Nominee Director IDBI Bank on the Board of the Company since 29th June, 2013.

Declaration by Independent Director under sub-section (6) of section 149

The Company has received Declaration that the Independent Director meets the criteria of Independence laid down in sub- section (6) of section 149 of the Companies Act 2013. The declaration in respect of the same is received at the first Board meeting of the Financial Year.

Number and dates of meetings of the Board and attendance of the directors

Since the company has changed the financial year hence the three board meeting are held on 28th August, 2014, 13th November,

2014 and 14th February, 2015 the details about the attendance is given in the corporate governance report forming part of the Directors Report

Managing Director and Chief Financial Officer

Mr. Vinod Kumar Chaturvedi has been serving as the Managing Director & Chief Financial Officer of the Company.

Whole Time Director

Mr. Manoj Pathak has been serving as whole Time director of the Company since 1st December, 2014.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements. The Committee is also responsible for reviewing and vetting the CVs of potential candidate,s vis-à-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee

Appointments/Resignations from the Board of Directors

At the Annual General Meeting held on 20th December, 2014 the members have approved the appointment of Mr. Vijay Ranchan, Mr. Ajayprakash Arora, Mr. Shriprakash Arora and Mr. Prem Chand Tiwari as Independent Directors for term of five years. Mr. Manoj Pathak has been appointed as the Whole Time Director of the Company

Appointments/Resignations of the Key Managerial Personnel

Mr. Vinod Kumar Chaturvedi Managing Director has been re- designated as Chief Financial Officer of the Company in the Board Meeting held on 14th February, 2015. Mr. Manoj Pathak

- Whole Time Director of the Company and Ms. Sarika Singh

- Company Secretary of the Company are the Key Managerial personnel as per the provisions of the Companies Act, 2013 and were already in the office before the commencement of the Companies Act, 2013.

Directors Retiring by Rotation

None of the Directors are retiring by rotation.

Committees of the Board

The Company has various committees which have been established as a part of the good corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws.

The Company has following committee of the Board

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder's Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

- Finance Committee

- Preferential share Allotment Committee

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in details in the 'Report on Corporate Governance, of the Company which forms part of this Annual Report.

Corporate Social Responsibility Committee

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)

Rules 2014, the company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure 2

In the financial year 2014-15 the Company has not made any expenditure on CSR. Being the 1st year the company is the process of finalization of project on CSR and will make every endeavor to utilize its CSR expenditure during the year.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors The Nomination and Remuneration Committee at its meeting held on 13th November, 2014 and the Board of Directors at its meeting held on 13th November, 2014 respectively, had laid down criteria for performance evaluation of Directors, Chairperson, MD & CFO, Board Level Committees and Board as a whole and also the evaluation process for the same.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report. The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of Independent Directors held on 13th February, 2015. The Company has formulated Nomination Remuneration Evaluation Policy & upload the same on company,s website www.usheragro.com

CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/applicable laws. Accordingly,

your Board functions as trustees of the shareholders and seeks to ensure that the long term economic value for its shareholders is achieved while balancing the interest of all the stakeholders. A separate section on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is enclosed to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.

Vigil Mechanism/ Whistle Blower Policy The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of the Vigil mechanism is reviewed by the Audit Committee from time to time. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the Company (www.usheragro.com).

Risk Management Policy

Your Company has Board approved Risk Management Policy wherein all material risks faced by the Company are indentified and accessed and policy and procedures has been put in place for monitoring and mitigating. The policy is also uploaded on the website of the Company www.usheragro.com.

Board diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website at www.usheragro.com.

Loans, Guarantees or Investments in Securities The details regarding loans, guarantees and investment in securities of subsidiary companies are given in the financial statements under notes to accounts.

Significant and Material Orders Passed By The Regulators Or Courts Or Tribunals There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on Contingent Liabilities, commitments in the notes forming part of the Financial Statement.

Remuneration Policy

The Company has in place a Nomination, Remuneration and Evaluation Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement same is uploaded on the website of the Company www.usheragro.com

Contracts or Arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on an arm,s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act,) and the Listing Agreement. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under Clause 49 of the Listing Agreement. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company,s website at www.usheragro.com.

Details of the transactions with Related Parties are provided in the accompanying financial statements under note 42 (Notes to the standalone financial statements).

Transfer of amounts to Investor Education and Protection Fund

In accordance with the provision of the section 205A (5) read with section 205 C of the Companies Act 1956 an amount of Rs. 429658/- being dividend for the FY 2006-07 lying unclaimed for 7 years was transferred to Investor Education & Protection Fund (IEPF).

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 20th December, 2014 (date of last Annual General Meeting) on the website of the Company (www.usheragro.com), as also on the Ministry of Corporate Affairs website.

Internal Financial Control Systems and their Adequacy The Company has laid down set of standard, process structures which enables to implement internal financial control across the organization and ensure that the same are adequate and operating effectively.

AUDITORS AND AUDITORS REPORT

Statutory Auditor

M/s. V.S. Kankariya and Co., (Firm Registration No. 104719W) Chartered Accountants will retire at the forthcoming Annual General Meeting of the Company and are eligible for the re- appointment subject to the approval of Shareholders in the Annual General Meeting. Pursuant to the provisions of section 139 and 141 of the Act a written consent towards such appointment has been obtained from M/s. V.S. Kankariya and Co., Chartered Accountants along with a written certificate to the effect that their appointment if made will be within the limits prescribed under Section 139 of the Companies Act. 2013.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditor for the Financial Year Nine months ended 31st March, 2015.

Secretarial Auditor

Pursuant to section 204 of the Companies Act, 2013 Company has appointed M/s Palak Desai Practicing Company secretary, Mumbai as its secretarial Auditor to conduct the secretarial Audit for the Financial Year nine months ended 2014-15. The Company has provided all the assistance and facilities to the Secretarial Auditor for conducting their Audit. The report of the Secretarial Auditor for the FY 2014-15 in the prescribed form MR-3 is annexed to this report as Annexure 3

Cost Auditor

Pursuant to the provisions of section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014, the products manufactured by the Company were not covered for maintenance of cost records and therefore, the Company discontinued the cost audit and consequently, the Company has not appointed cost auditor for the financial year 2014-15.

Material Changes and Commitment Affecting Financial Position of the Company

The Company has no Material Changes and Commitment Affecting Financial Position of the Company.

Employee Remuneration

This is to confirm that none of the employee of the Company were in receipt of remuneration of Rs. 60 lakhs or more during the year or Rs. 5 lakhs or more per month during any part of the said year as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The ratio of the remuneration of each director to the median employee,s remuneration and other details in terms of sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure 4.

Statutory Disclosures

- The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Company are explained as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy;

The Company is aware about energy consumption and environmental issues related with it and continuously making sincere efforts towards conservation of energy. The maintenance of the Boiler and Electrical Equipment is carried out regularly with optimum care with the help of the technical professionals and modern equipment. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices. Your Company is having a rice husk fired 1 MW co-generation captive power plant at Mathura, which helped to save the cost of power consumption and also generating power in eco friendly manner by supporting environment.

(ii) The steps taken by the Company for utilizing alternate sources of energy

The company has already commissioned 1MW co-generation captive power plant at Mathura to use its rice husk which is waste product during the production of rice, the company has also installed 16MW biomass power plant in its subsidiary company M/s Usher Eco Power Ltd to generate the energy through renewal sources of energy.

(iii) the capital investment on energy conservation equipments

During the year, the Company has made substantial progress in installing state of the art equipment. These equipment are highly efficient and consume less energy with the increased productivity. With the present resources, the Company had taken overall measures to reduce the consumption of energy. This was rendered possible through proper maintenance on regular intervals of Plant & Machinery and other electrical installed in the manufacturing/processing unit of the Company. The Company has also implemented 'CONTINUOUS PAR BOILING PROCESS PLANT, which is imported technology from Thailand and implemented first time in India. With the implementation of the said modern technology, the process time to produce Par Boiled rice will reduce significantly from 10-12 hours in case of conventional process to 5-6 hours which will provide better operational efficiency and substantial saving in energy consumption. We have also installed water treatment plant along with the said continuous Par Boiling Plant to recycle and reuse the water consumed in Par Boiling process. This will save water and also reduce the discharge of processed water. At our Chhata plant we have installed Husk fired furnace to generate hot Air for drying the paddy. This furnace are patented and imported from Thailand. With the help of this furnace drying process will have less energy consumption as compared to traditional drying process which uses steam as medium of heat for drying.

(B) Technology Absorption

i. The Company is using latest technology in rice and wheat milling which is well established the world over. The Company has installed new equipment with latest technology for the purpose of rice processing. The Company has carried out R&D in house so as to improve the quality of the Rice Bran, one of the by-products of rice milling process. The Company has evolved the process to reduce the content of Nakku (Broken Rice) in the Rice Bran.

i. The Benefit derived like product improvement, cost reduction, product development or import substitution.

ii. In case of imported technology (The Company has not imported any technology during the last three financial years.)

iii. Expenditure on research & development - the company has actively participated in research & development of new technology of Silica extraction with IISc Bangalore and has incurred around Rs, 36 Crore till now in establishing & commissioning its small plant at Chhata, Mathura

(C) Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange outgo was Rs 657.22 lacs (Prev. Yr. Rs, 783.89 lacs) and the foreign exchange earnings on exports on FOB Basis wereRs, 3755.14 lacs (Prev. Yr. Rs, 4944.43 lacs).

- There is no significant and material orders passed by the any regulators or courts or tribunals impacting the going concern status and company,s operations in future;

- No stock options were issued to the Directors' of Your Company.

Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure 5.

DIRECTORS, RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Board of Directors confirms that:

a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there is no material departure;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year (Nine months ended on 31st March, 2015)

c) proper and sufficient care has been taken for maintenance of adequate accounting records as provided in the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

d) The annual accounts of the Company have been prepared on a "going concern" basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Company,s employees for their enormous personal efforts as well as their collective contribution to the Company,s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors

Manoj Pathak Vinod Kumar Chaturvedi

Whole Time Director Managing Director & CFO

Din No. 00606160 Din No. 00325197



Place: Mumbai

Dated: 30th May, 2015


Jun 30, 2014

The Members of

Usher Agro Ltd.

The Directors have pleasure in presenting 18th Annual Report on the business and operations of the Company and the financial accounts for the year ended 30th June, 2014.

1. Financial Results

The financial performance of the Company, for the year ended 30th June, 2014 is summarised below:

Year ended Year ended Particulars 30.06.2014 30.06.2013

Sales & Other Income 122436.26 95157.04

Profit before Financial Charges & Depreciation 16312.34 13070.71

Less : Financial Charges (7665.93) (5054.74)

Cash Profit for the year 8646.41 8015.97

Less : Depreciation (2059.06) (1501.79)

Profit before Tax 6782.46 6523.18

Less: Provision for Tax including Fringe benefit Tax (689.15) (1738.70)

Less : Provision for Deferred tax (428.01) (154.50)

Less: Short / (Excess) Provision for (249.13) (93.90) tax of earlier years.

Profit after Tax 6694.66 4536.08

Balance brought forward from Previous Year 13088.86 9652.78

Balance available for Appropriation 19859.31 14188.86

Appropriations :

Transferred to General Reserve - 600.00

Debt Redemption Reserve 3000.00 500.00

Earning per Share (EPS) 17.59 11.92

Balance carried to Balance Sheet 16859.31 13088.86

Your Company has achieved stabilization of all of its existing Rice and Wheat milling capacities, which are operational now at optimum capacity utilization levels, except newly installed capacity expansion which have commenced commercial operations in the current financial year. The enhancement of production capacities and consolidation of processes and systems derived the synergies and optimized the use of available resources because of which your Company is being able to maintain its growth despite of prevailing difcult economic and market conditions.

During the year under review, the sales and other income of your Company have increased to Rs. 1,22,436.26 Lacs from Rs. 95157.04 lacs in the previous year, recording a growth of over 28.67%. Profit after tax also increased to Rs. 6,694.66 lacs against that of Rs. 4,536.08 lacs in previous year, registering a growth of 47.59%. Management of the Company under the direction of your Board of Director continued to achieve the targets of cutting down the cost of operations and bettering the efciency by using better alternated resources/means and methods of operation.

2. APPROPRIATIONS Dividend

The Board of directors of the Company does not recommend any dividend for the financial year 2013-14.

Transfer to Reserves

The Company has transferred Nil amount in the General Reserves during the financial year under review in pursuance to the provisions of Companies (Transfer of Profits to Reserves) Rules, 1975.

3. SUBSIDIARY COMPANIES

The Company has two subsidiary i.e. Usher Eco Power Limited and one wholly owned subsidiary i.e. Usher Worldwide FZE, UAE. a) USHER ECO POWER LIMITED

Usher Eco Power Limited is into Power Generation Activity. The Company has commissioned the 16 MW Rice husk based co-generation Eco friendly power plant at Chhata Dist: Mathura, U.P. which is using Bio Mass i.e. Rice husk as a fuel. This Power Plant is eligible for CDM & REC benefits. The project is recently registered in the UNFCCC and will start getting CDM benefits from the next year. The Company has commenced power generation from 24th April, 2012 and commercial operations from 7th November 2012. The subsidiary Company''s financial statement is attached to this annual financial report. This plant will further enhance

its operational efciency in next year and will ensure uninterrupted availability of power at competitive rates. b) USHER WORLDWIDE FZE

Usher Worldwide FZE which is registered in a Free Zone Establishment (FZE) in the Sharjah Airport International Free Zone (SAIF Zone), United Arab Emirates has not yet commenced its business. This company has been incorporated in UAE for the purpose of general trading in rice and other commodities. This Company will provide strong foot hold to your Company in Middle East Asia and African market, which is the largest export market for rice as well as enable us to procure pulses from global market in most efcient and competitive terms, which is also a basic raw materials for us post expansion of pulses milling project.

4. GRAIN STORAGE SILOS AT CHHATA PLANT

Storage of grains is considered to be the best in Silos from cost and operational point of view. Along with the expansion of milling capacity at Chhata your Company is also enhanced its storage capacity by putting up Hopper Bottom Silos and Flat Bottom Silos besides your Company is contemplating to enhance the more Silos storage capacity. The Silos storage capacity stands to 36,000 MT. The significant increase in the Silos facility will help in reducing the labour, packing material cost in addition to savings in wastages.

5. BUSINESS EXPANSION, DEVELOPMENTS & FUTURE OUTLOOK

A) Capacity Expansion and Pulses Initiative

With an overall vision to emerge as one stop solution to all basic food, the Company has embarked on the increase of its Rice Milling capacity and setting up a plant for Pulse and Pulse Flour milling capacity at Chhata, U.P. The Company has successfully commissioned a Rice Milling Plant of 4,86,000 TPA after which total Rice milling capacity stands to 1,081,440 TPA. In addition, the company has also successfully commissioned a pulses processing mill with a capacity of 105,600 TPA and a pulses four mill with a capacity of 23,100 TPA. The Company is proud to state that the machineries for the said expansion projects have been imported from world class manufacturers from Japan and Switzerland. Successful commissioning of said expansion projects have ensured a significant step towards the vision to become a complete basic food miller.

B) Rice fortifcation plant

The Company has successfully commissioned imported rice fortifcation plant. The Company is selling the fortifed rice to the mid-day meal projects of various states of the government through Programme for Appropriate Technology in Health (PATH). The said plant has already commenced its commercial production in November 2012. In view of the high Profitability of the rice fortifcation plant, Usher Agro Ltd. is also planning to further increase the production capacity of fortifed rice in the future. The Company also envisions exporting fortifed rice to other countries. Fortified rice prevents loss of iron and vitamins from rice during the milling process.

C) Venture into Silica

Usher Agro Ltd has successfully commenced commercial production of the Silica plant at Chhata Mathura. The technology for the manufacturing of silica has been taken from IISC Bangalore, which is a patented technology and Usher Agro Ltd. is the first company to implement this novel project first time in the world. Now the Company will be in a position to supply eco friendly green silica at competitive rate to the customers. Significant work has been done in the area of marketing of silica manufactured by this plant to global players. Also in the long run the Company envisions setting up a 50TPD Silica Plant in its subsidiary Company i.e. Usher Eco Power Limited. This plant will produce silica from Rice Husk Ash through the said patented technology. This will further improve operational efficiency of the Company by value added use of waste i.e. Rice Husk Ash.

D) Modernization and Capacity Expansion of Rice Milling facilities at Buxar- Bihar

Rice Milling process and technology has seen good amount of progress during the last five years, in keeping pace with the advancement in the technology we have modernised the existing rice milling facility at Buxar and also additional capacity of 46,800 MTPA rice milling at the same complex has been added during the current year thereby making the total rice milling capacity to 93,600 MTPA at Buxar.

E) Setting up of 1 MW Captive Power Plant at Buxar- Bihar With the above rice milling capacity expansion project at Buxar- Bihar availability of rice husk, a bye-product of rice milling, will increase. To take the advantage of the availability of bye product and to be self reliant on the power front your Company has setup a gasifer power plant of 1 MW at Buxar, Bihar for captive use. This power plant will help to reduce the cost of operation with better efciencies and better efcient value added utilization of Bye product.

F) Expansion of Wheat milling Capacity at Mathura Currently we are having 75,000 MTPA wheat milling capacity at Mathura and your Company has expanded its existing wheat milling capacity by 50,000 MTPA to make total wheat milling capacity of 1,25,000 MTPA. This capacity expansion has increased the existing wheat milling capacity by more than 60% and also will strengthen overall commitment and vision of Company to be a one step basic food solution.

5. FOREIGN EXCHANGE EARNINGS

Your Company has entered in to export market in January 2010. Since inception your Company has been focused on the domestic market and in future too our focus shall remain in that way. However with the installation of one of the most modern plant at Chhata and also to achieve progress in all markets, for the frst time your Company has entered the export market in January 2010 and in very short period has been able to successfully tap the overseas market. Your directors are pleased to report that our products are well accepted in the export market and we are confdent that in the coming years the export earnings will see quantum jump thereby earning precious foreign exchange for the country. Your Company is targeting mainly Middle East, Africa and Gulf countries for the export of rice and wheat based products. Further to focus on the said market and increase business operations the Company has already incorporated a wholly owned subsidiary in UAE i.e Usher Worldwide FZE and this Company is expected to commence commercial business activities in F.Y. 2014-15 and after that we can

expect more export values in future. The Company follows a prudent hedging policy to manage significant foreign currency exposures.

6. BOARD OF DIRECTORS

As per the provisions of Section 149 of the Companies Act

2013, which has come into force with efect from 1st April,

2014, an Independent Director shall hold ofce for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Vijay Ranchan, Mr. Mr, Ajay Prakash Arora, Mr. Shri Prakash Arora and Mr. Prem Chand Tiwari being placed before the Members in previous General Meeting for their approval. In the opinion of the Board, they fulfl the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifcations and experience of the Directors and the period of their appointment. The Board commends the passing of the Resolutions at Item Nos. 3 to 6 of the Annual General Meeting Notice.

7. AUDITORS AND AUDITORS REPORT

The retiring statutory auditors, namely, M/s. Parekh Shah and Lodha (Firm Registration No. 107487W), Chartered Accountants and M/s. Ajmera Ajmera & Associates (Firm Registration No. 123989W), Chartered Accountants, have expressed their unwillingness to be re-appointed and that a special notice in terms of provisions of Section 115 of the Companies Act, 2013 ("the Act") read with Section 140 of the Act has also been received from the members of the company for the appointment of new statutory auditors M/s. V.S. Kankariya and Co., (Firm Registration No. 104719W) Chartered Accountants in place of the retiring statutory auditors M/s. Parekh Shah and Lodha, Chartered Accountants and M/s. Ajmera Ajmera & Associates, Chartered Accountants.

The company has forthwith communicated to the retiring auditors of the special notice. Pursuant to the provisions of section 139 and 141 of the Act a written consent towards such appointment has been obtained from M/s. V.S. Kankariya and Co., Chartered Accountants along with a written certifcate to the efect that their appointment if made will be within the limits prescribed under Section 139 of the

Companies Act, 2013 and that they are not disqualifed for appointment under section 141 of the Act. The Board of Directors recommends their appointment as Statutory Auditors.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self- explanatory and do not call for any further information and explanation under section 134 of the Companies Act, 2013.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of afairs of the Company as at 30th June, 2014 and of the Profit of the Company for the year ended on that date.

iii) Proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going

concern basis.

9. FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and the Companies Act, 2013 are given in the Corporate Governance Report and form part of this report.

10. CORPORATE SOCIAL RESPONSIBILITY:

The particulars of the CSR committee constituted by the company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

11. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the

workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2013-14

12. CONSOLIDATED FINANCIAL STATEMENTS:

The audited consolidated financial statements of your Company as on 30th June, 2014, which form part of the annual report, have been prepared pursuant to Clause 41 of the Listing Agreement entered with the Stock Exchanges, in accordance with provisions of the Companies Act, 1956 and the Accounting Standards AS-21 on Consolidated Financial Statements.

13. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms. Your Company is having all the environment clearance from the appropriate authorities for all the plant.

14. LISTING OF SHARES

The Securities of the Company are listed at National Stock Exchange of India Limited and Bombay Stock Exchange Limited. The listing fees for these Stock Exchanges were paid.

15. DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

16. PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended to this report in this regard.

17. INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy & Technology Absorption: i) Energy Conservation Measures taken: The Company is aware about energy consumption and environmental issues related with it and continuously making sincere eforts towards conservation of energy. The maintenance of the Boiler and Electrical Equipment is carried out regularly with optimum care with the help of the technical professionals and modern equipment. The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

Your Company is having a rice husk fred 1 MW co-generation captive power plant at Mathura, which helped to save the cost of power consumption and also generating power in eco friendly manner by supporting environment. ii) Additional Investments/Proposals, if any, being implemented for reduction of consumption of energy During the year, the Company has made substantial progress in installing state of the art equipment. These equipment are highly efcient and consume less energy with the increased productivity. With the present resources, the Company had taken overall measures to reduce the consumption of energy. This was rendered possible through proper maintenance on regular intervals of Plant & Machinery and other electrical installed in the manufacturing/processing unit of the Company.

The Company has also implemented ''CONTINUOUS PAR BOILING PROCESS PLANT'' which is imported technology from Thailand and implemented frst time in India. With the implementation of the said modern technology, the process time to produce Par Boiled rice will reduce significantly from 10-12 hours in case of conventional process to 5-6 hours which will provide better operational efciency and substantial saving in energy consumption.

We have also installed water treatment plant along with the said continuous Par Boiling Plant to recycle and reuse the water consumed in Par Boiling process. This will save water and also reduce the discharge of processed water. At our Chhata plant we have installed Husk fred furnace to generate hot Air for drying the paddy. This furnace are patented and imported from Thailand. With the help of this furnace drying process will have less energy consumption as compared to traditional drying process which uses steam as medium of heat for drying.

iii) Impact of i & ii above for reduction of energy consumption

With the use of husk based power plant the Company has captive power which along with the energy conservation measures has resulted in lesser energy consumption.

iv) Total Energy consumption and Energy consumption per

unit of production as per Form ''A''

The additional information as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are given as Annexure-I to this report and forms part of it.

19. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

20. SEBI REGULATION AND LISTING FEES

Your Company has complied with all the rules and regulations which are stipulated on the corporate sectors time to time.

The Annual Listing Fees for the year under review has been paid to The BSE Limited, Mumbai and The National Stock Exchange of India Limited where your Company''s shares are listed.

21. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and forms a part of Directors'' Report.

22. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance. The directors adhere to the requirements set out by the Securities Exchange Board of India''s Corporate Governance Practice and have

implemented all the stipulations prescribed. Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled ''Report on Corporate Governance'' has been included in this Annual Report along with the certifcate on its compliance.

23. SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with provisions of the various applicable corporate laws, regulations and guidelines issued by the securities exchange Board of India and other statutory authorities your Company is taking care of all the statutory compliances and submit its Secretarial Audit Report for all the quarters to the Stock Exchange.

24. INTERNAL CONTROL SYSTEMS

The internal Control System is an essential element of the Corporate Governance and plays key role in identifying, minimizing and managing risks that are significant for the Company, contributing to the safeguarding of stakeholders investments and the Company''s assets.

The Company''s internal control procedures are tailored to match the organization''s pace of growth and increasing complexity of operations. The adequacy and efectiveness of internal controls are monitored regularly by the Internal Auditors and the audit observations are reported and discussed by the senior management and the operations teams.

25. ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State and Central Government Authorities and other regulatory agencies. Your Directors would like to acknowledge the continued support and co-operation extended by Financial Institution, Banks, Government Departments, Vendors, Contractors, Distributors, Dealers and valued customers and employees, who have contributed in the success of your Company

For and on Behalf of the Board

Sd/- Place: Mumbai Vinod Kumar Chaturvedi Date: 28th August, 2014 Managing Director


Jun 30, 2013

To The Members of Usher Agro Ltd.

The Directors have pleasure in presenting 17th Annual Report together with Audited Statement of Accounts for the year ended 30th June, 2013.

1. FINANCIAL RESULTS

The financial performance of the Company, for the year ended 30th June, 2013 is summarised below:

(Rs. in Lacs)

Particulars Year ended Year ended 30.06.2013 30.06.2012

Sales & Other Income 95157.04 81365.75

Profit before Financial Charges & Depreciation 13070.71 10892.23

Less : Financial Charges 5045.74 3904.64

Cash Profit for the year 8024.97 6987.59

Less : Depreciation 1501.79 1464.96

Profit before Tax 6523.18 5522.63

Less : Provision for Tax including Fringe Benefit Tax 1738.70 1135.13

Less : Provision for Deferred tax 154.50 107.73

Less: Short Provision for tax of earlier years. 93.90 46.48

Profit after Tax 4536.08 4233.29

Balance brought forward from Previous Year 9652.78 7183.01

Balance available for Appropriation 14188.86 11416.3 Appropriations :

Proposed Dividend - 570.89

Corporate Dividend Tax - 92.63

Transferred to General Reserve 600.00 600.00

Debt Redemption Reserve 500.00 500.00

Earning per Share (EPS) 11.88 11.12

Balance carried to Balance Sheet 13088.86 9652.78

During the year your Company has achieved stabilization of the last expansion of rice milling capacity of 291600 MTPA, and as a result of which your Company achieved a remarkable growth during the current financial year. The enhancement of production capacities and consolidation of processes and systems derived the synergies and optimized the use of available resources because of which your Company was able to maintain its growth irrespective of prevailing difficult economic and market conditions.

During the year under review, the sales and other income of your Company have increased to Rs. 95157.04 Lacs from Rs. 81365.75 lacs in the previous year, recording a growth of over 17%. The Company''s Profit before tax increased to Rs. 6523.18 lacs from Rs. 5522.63 lacs in the previous year reflecting a healthy growth of approximately 18%. Profit after tax also increased to Rs. 4536.08 lacs against that of Rs. 4233.28 lacs in previous year, registering a growth of 7%.

Management of the Company under the direction of your Board of Director continued to achieve the targets of cutting down the cost of operations and bettering the efficiency by using better alternated resources/means and methods of operation.

2. APPROPRIATIONS Dividend

The Board of directors of the Company does not recommend any dividend for the financial year 2012-13. In view of ongoing capacity expansion of Rice Milling and Pulses Milling at Chhata, Mathura which when implemented will double the Rice Milling capacity of the Company and to ensure smooth operations of such a large capacity expansion project the Company needs to preserve reserves for the forthcoming year.

Transfer to Reserves

The Company has transferred Rs. 600.00 Lacs in the General Reserve during the financial year under review in pursuance to the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

3. SUBSIDIARY COMPANIES

The Company has two subsidiary viz. Usher Eco Power Limited and Usher Worldwide FZE.

a) USHER ECO POWER LIMITED

Usher Eco Power Limited is into Power Generation Activity. The Company has commissioned the 16MW Rice husk based Co- generation Eco friendly power plant at Chhata Dist- Mathura, U.P. which is using Bio Mass i.e. Rice husk as a fuel. This Power Plant is eligible for CDM & REC benefits. The project is recently registered in the UNFCCC and will start getting CDM benefits from the next year. The Company has commenced power generation from 24th April, 2012 and commercial operations from 7th November 2012. The subsidiary Company''s financial statement is attached to this annual financial report. This plant will further enhance its operational efficiency in next year and will ensure uninterrupted availability of power at good rates.

b) USHER WORLDWIDE FZE

Usher Worldwide FZE which is registered in a Free Zone Establishment (FZE) in the Sharjah Airport International Free Zone (SAIF Zone), United Arab Emirates has not yet commenced its business. The Company has incorporated a Company in UAE for the purpose of general trading in rice and other commodities. The Company has given a sum of AED63090 (equivalent to '' 10.22 lacs) towards its incorporation expenses. Though the Company has been incorporated on 03.06.2012, however operations have not been started till the balance sheet date. This Company will provide strong foot hold to your Company in Middle East Asia and African market, which is the largest export market for rice.

4. GRAIN STORAGE SILOS AT CHHATA PLANT

Storage of grains is considered to be the best in Silos from cost and operational point of view. Along with the expansion of milling capacity at Chhata your Company is also enhanced its storage capacity by putting up Hopper Bottom Silos and Flat Bottom Silos besides your Company is contemplating to enhance the more Silos storage capacity. The Silos storage capacity post expansion stands to 45000MT. The significant increase in the Silos facility will help in reducing the labour, packing material cost in addition to savings in wastages.

5. BUSINESS EXPANSION, DEVELOPMENTS & FUTURE OUTLOOK

A) Capacity Expansion and Pulses Initiative

With an overall vision to emerge as one stop solution to all basic food, the Company has embarked on the increase of its Rice Milling capacity and setting up a plant for Pulse and Pulse Flour milling capacity at Chhata, U.P. The Company is in the process of setting up a Rice Milling Plant of 5,00,000 TPA after which its Rice milling capacity will increase to 1,081,440 TPA. In addition, Usher Agro is also in the process of setting up a pulses processing mill with a capacity of 100,000 TPA and a pulses flour mill with a capacity of 40,000 TPA. The Company is proud to state that the work for the above mentioned expansion plans is in full swing and the plants are expected to be operational by the end of calendar year 2013. After the said expansion the Company will move one step further in its vision to become a complete basic food processor.

B) Rice fortification plant

The Company has successfully commissioned rice fortification plant. During the year the Company is planning to sell the fortified rice to the mid-day meal projects of Government of Andhra Pradesh and Orissa through Programme for Appropriate Technology in Health (PATH). The said plant has already commenced its commercial production in November 2012. In view of the high profitability of the rice fortification plant, Usher Agro Ltd. is also planning to further increase the production capacity of fortified rice in the financial year 2013-2014. The Company also envisions exporting fortified rice to other countries.

C) Venture into Silica

Usher Agro Ltd has commenced the construction activity of silica plant at Chhata Mathura and is expected to complete the said project by Dec 2013. The technology for the manufacturing of silica has been taken from IISC Bangalore, which is a patented technology and Usher Agro Ltd will have the opportunity to do this novel project first time in the world. On successful commissioning of the plant, the Company will be in a position to supply eco friendly green silica at competitive rate to the customers. Significant work has been done in the area of marketing of silica manufactured by this plant to global players. Also in the long run the Company envisions setting up a 50TPD Silica Plant in its subsidiary Company i.e. Usher Eco Power Limited. This plant will produce silica from Rice Husk Ash through the said patented technology. This will further improve operational efficiency of the Company by value added use of waste i.e. Rice Husk Ash.

D) Modernization and Capacity Expansion of Rice Milling facilities at Buxar- Bihar

Rice Milling process and technology has seen good amount of progress during the last five years, in keeping pace with the advancement in the technology we are modernizing the existing rice milling facility at Buxar and also adding additional capacity of 46,800 MTPA rice milling facility at the same complex thereby making the total rice milling capacity at Buxar to 93,600 MTPA. The said expansion will be operational by the end of calendar year 2013.

E) Setting up of 1MW Captive Power Plant at Buxar- Bihar

With the above rice milling capacity expansion project at Buxar- Bihar availability of rice husk, a bye-product of rice milling, will increase. To take the advantage of the availability of bye product and to be self reliant on the power front your Company is planning to setup a co-generation power plant of 1 MW at Buxar, Bihar for captive use. This power plant will help to reduce the cost of operation with better efficiencies and better efficient value added utilization of By product.

F) Expansion of Wheat milling Capacity at Mathura

Currently we are having 75,000 MTPA wheat milling capacity at Mathura and your Company is planning to expand its existing wheat milling capacity by 50,000 MTPA to make wheat milling capacity of 1,25,000 MTPA. This capacity expansion will increase the existing wheat milling capacity by more than 60% and also will strengthen overall commitment and vision of Company to be a one step source for basic food. We have already given the order for Wheat milling plant. The said expansion is expected to be operational by the end of Calender year 2013.

5. FOREIGN EXCHANGE EARNINGS

Your Company has entered in to export market in January 2010. Since inception your Company has been focused on the domestic market and in future too our focus shall remain in that way. However with the installation of one of the most modern plant at Chhata and also to achieve progress in all markets, for the first time your Company has entered the export market in January 2010 and in very short period has been able to successfully tap the overseas market. Your directors are pleased to report that our products are well accepted in the export market and we are confident that in the coming years the export earnings will see quantum jump thereby earning precious foreign exchange for the country. We are happy to convey you that we started our exports from focusing Middle East as prime destination and now we are exporting to 22 different countries including Middle East, African and European Countries. In the current financial year under report your Company has exported rice worth Rs. 11454.93 lacs in compared to previous year of Rs. 9345.38 lacs. Your Company is targeting mainly Middle East and Gulf countries for the export of rice and wheat based products. Further to focus on the said market and increase business operations the Company has already incorporated a wholly owned subsdiary in UAE i.e Usher Worldwide FZE and this Company is expected to commence commercial business activities in F.Y 2013-14 and after that we can expect more export values in future.

The Company follows a prudent hedging policy to manage significant currency exposures. It has proved successful in protecting against the effect of fluctuations in the foreign exchange market.

6. BOARD OF DIRECTORS

IDBI Bank withdrawn the Nomination of Mr. Narayanan Krishnan and instead appointed Ms. Baljinder Kaur Mandal with effect from 29.06.2013

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. Vijay Ranchan and Mr. Ajay Prakash Arora Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. A brief profile of the Directors seeking re-appointment covering nature of their expertise in specific functional areas, the names of the companies in which they hold directorship and committee membership is furnished as a part of the Corporate Governance Report. The Board of Directors recommends their re-appointment

Your Directors have approved the re-appointment of Dr. Vinod Kumar Chaturvedi as the Managing Director of the Company for a period of five years with effect from 5th September, 2013. Appropriate resolution seeking your approval for the re- appointment of Dr. Vinod Kumar Chaturvedi as the Managing Director of the Company, has already been included in the notice of the Annual General Meeting.

7. AUDITORS AND AUDITORS REPORT

M/s. Parekh Shah & Lodha (Firm Registration No.107487W) Chartered Accountants, together with M/s. Ajmera And Associates (Firm Registration No. 123989W), Chartered Accountants appointed as Joint Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, . The Audit Committee members and the Board of Directors have recommended the appointment of M/s. Parekh Shah & Lodha (Firm Registration No.107487W) Chartered Accountants and M/s. Ajmera & Associates, Chartered Accountants as the joint Statutory Auditors of the Company. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their appointment as Joint Statutory Auditors.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

8. COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s. NKJ & Associates, Practising Cost Accountant, Proprietary Firm Registration no. 101893 with address at. C- 403, Rudra Ansh CHSL, Plot No. 1, Sector No. 48 Nerul, Navi Mumbai- 400706 as the Cost Auditor under section 233B of the Companies Act, 1956 to conduct the cost audit of Usher Agro Ltd. for the year 2012-13.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at 30th June, 2013 and of the profit of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

10. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms. Your Company is having all the environment clearance from the appropriate authorities for all the plant.

11. LISTING OF SHARES

The Securities of the Company are listed at National Stock Exchange of India Limited and BSE Limited. The listing fees for these Stock Exchanges were paid.

12. DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

13. PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended to this report in this regard.

14. INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy & Technology Absorption:

i. Energy Conservation Measures taken:

The Company is aware about energy consumption and environmental issues related with it and continuously making sincere efforts towards conservation of energy. The maintenance of the Boiler and Electrical Equipments is carried out regularly with optimum care with the help of the technical professionals and modern equipments.

The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

Your Company is having a rice husk bio-mass fired 1 MW co-generation captive power plant at Mathura, which helped to save the cost of power consumption and also generating power in eco friendly manner by supporting environment.

ii. Additional Investments/Proposals, if any, being implemented for reduction of consumption of energy

During the year, the Company has made substantial progress in installing state of the art equipments. These equipments are highly efficient and consume less energy with the increased productivity. With the present resources, the Company had taken overall measures to reduce the consumption of energy. This was rendered possible through proper maintenance on regular intervals of Plant & Machinery and other electrical installed in the manufacturing/ processing unit of the Company.

The Company has also implemented ''CONTINOUES PAR BOILING PROCESS PLANT'' which is imported technology from Thailand and implemented first time in India. With the implementation of the said modern technology PAR BOILING Plant the process to produce Par Boiling rice will reduce significantly from 10-12 hours in case of conventional process to 5-6 hours which will provide better operational efficiency and substantial saving in energy consumption. We have also installed water treatment plant along with the said continuous Par Boiling Plant to recycle and reuse the water consumed in Par Boiling process. This will save water and also protect from released from processed water.

At our chhata plant we have installed rice Husk fire furnace to generate hot Air for drying the paddy. This furnace are patented and imported from Thailand. With the help of this furnace drying process will have less energy consumption as compared to traditional drying process which uses steam as medium of heat for drying.

iii. Impact of i & ii above for reduction of energy consumption

With the use of husk based power plant the Company has captive power which along with the energy conservation measures has resulted in lesser energy consumption.

iv. Total Energy consumption and Energy consumption per unit of production as per Form ''A''

The additional information as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are given as Annexure-I to this report and forms part of it.

16. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

17. SEBI REGULATION AND LISTING FEES

Your Company has complied with all the rules and regulations which are stipulated on the corporate sectors time to time.

The Annual Listing Fees for the year under review has been paid to The BSE Limited, Mumbai and The National Stock Exchange of India Limited where your Company''s shares are listed.

18. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and forms a part of Directors'' Report.

19. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance. The directors adhere to the requirements set out by the Securities Exchange Board of India''s Corporate Governance Practice and have implemented all the stipulations prescribed.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled ''Report on Corporate Governance'' has been included in this Annual Report along with the certificate on its compliance.

20. SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with provisions of the various applicable corporate laws, regulations and guidelines issued by the securities exchange Board of India and other statutory authorities your Company is taking care of all the statutory compliances and submit its Secretarial Audit Report for all the quarters to the Stock Exchange.

21. INTERNAL CONTROL SYSTEMS

The internal Control System is an essential element of the Corporate Governance and plays key role in identifying, minimizing and managing risks that are significant for the Company, contributing to the safeguarding of stakeholders investments and the Company''s assets.

The Company''s internal control procedures are tailored to match the organization''s pace of growth and increasing complexity of operations. The adequacy and effectiveness of internal controls are monitored regularly by the Internal Auditors and the audit observations are reported and discussed by the senior management and the operations teams.

22. CONSOLIDATED FINANCIAL STATEMENT

As per Accounting Standard 21 issued by the Institute of Chartered Accountants of India the Consolidated Financial Statements along with the notes to accounts are enclosed with this report.

23. ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State and Central Government Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation extended by Financial Institution, Banks, Government Departments, Vendors, Contractors, Distributors, Dealers and valued customers and employees, who have contributed in the success of your Company

For and on Behalf of the Board

Place: Mumbai Vinod Kumar Chaturvedi

Date : 29th August, 2013 Managing Director


Jun 30, 2012

To The Members Usher Agro Limited

The Directors take pleasure in presenting 16th Annual Report together with Audited Statement of Accounts for the year ended 30th June, 2012.

1 FINANCIAL RESULTS (Rs. in Lacs)

Particulars Year ended Year Ended 30.06.2012 30.06.2011

Sales & Other Income 81365.75 56254.50

Profit before Financial Charges & Depreciation 10892.23 7639.87

Less : Financial Charges 3904.64 2184.02

Cash Profit for the year 6987.59 5455.85

Less : Depreciation 1464.96 870.09

Profit before Tax 5522.63 4585.76

Less : Provision for Tax including Fringe Benefit Tax 1135.13 698.45

Less : Provision for Deferred tax 107.73 311.11

Less: Short Provision for tax of earlier years. 46.48 33.74

Profit after Tax 4233.29 3542.45

Balance brought forward from Previous Year 7183.01 4708.47

Balance available for Appropriation 11416.30 8250.92

Appropriations :

Proposed Dividend 570.89 570.89

Corporate Dividend Tax 92.63 97.02

Transferred to General Reserve 600.00 400.00

Debt Redemption Reserve 500.00 --

Earning per Share (EPS) 11.10 11.19

Balance carried to Balance Sheet 10152.78 7183.01



During the year your Company has achieved stabilization of the expanded capacity of rice milling capacity of 2,91,600 MTPA, and as a result of which your Company achieved a remarkable growth during the current financial year. The enhancement of production capacities and consolidation of processes and systems derived the synergies and optimized the use of available resources.

During the year under review, the sales and other income of your Company have increased to Rs. 81365.75 lacs from Rs. 56254.50 lacs in the previous year, recording a growth of over 45%. The Company's Profit before tax increased to Rs. 5522.63 lacs from Rs. 4585.76 lacs in the previous year reflecting a healthy growth of approximately 21%. Profit after tax also increased to Rs. 4233.29 lacs against that of Rs. 3542.45 lacs in previous year, registering a growth of 20 %.

Management of the Company under the direction of your Board of Director continued to achieve the targets of cutting down the cost of operations and bettering the efficiency by using better alternated resources/ means and methods of operation.

2 APPROPRIATIONS

Dividend

The Board of directors are pleased to recommend a Dividend of Rs. 1.50/- per equity share (i.e. 15%) for the financial year ended 30th June, 2012. The total payout on account of the dividend including corporate dividend tax will be Rs. 663.52 lacs.

Transfer to Reserves

The Company has transferred 600 Lacs (P.Y. Rs. 400 Lacs) in the General Reserve during the financial year under review in pursuance to the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

Transfer to Debt Redemption Reserve

The Company has transferred 500 Lacs in the Debt Redemption Reserve during the financial year under review.

3 SUBSIDIARY COMPANY

The Company has Usher Eco Power Limited and Usher Worldwide FZE two subsidiary Company. Usher Eco Power Limited is into Power Generation Activity. The Company has commissioned the 16MW Rice husk based Co-generation Eco friendly power plant at Chhata Dist-Mathura, U.P. which is using Bio Mass i.e. rice husk as a fuel. This Power Plant is eligible for CDM & REC benefits. The Company has commenced power generation from 24th April, 2012 and will be able to commercially sell power from October 2012. The subsidiary Company's financial statement is attached to this annual financial report. Usher Worldwide FZE which is registered in a Free Zone Establishment (FZE) in the Sharjah Airport International Free Zone (SAIF Zone), United Arab Emirates has not yet commenced its business. The Company has incorporated a Company in UAE for the purpose of general trading in rice and other commodities. The Company has given a sum of AED63090 (equivalent to Rs.. 9.53 lacs) towards its incorporation expenses. Though the Company has been incorporated on 03.06.2012, however operations have not been started till the balance sheet date as there are further formalities to be complied with.

4 STABILISATION OF NEW RICE MILLING CAPACITY AT CHHATA PLANT

In the previous year on 28th March, 2011 the Company commenced commercial production of new rice milling capacity of Chhata plant with capacity of 2,91,600 MTPA. After said expansion the total rice milling capacity of the Chhata Plant is 4,86,000 MTPA and total rice milling capacity of the Company is 5,43,600 MTPA. Out of the said total Rice Milling Capacity and post expansion now the Company is having the capacity to process and produce Par Boiled Rice 4,50,000 MTPA, which is one of the largest in the country. This expansion project was one of the largest and the fastest executed expansion project in the rice milling industry at one single location in the country. In the current financial year this expansion project has achieved stabilization and expected to reach an optimum capacity utilization level in the current year.

5. GRAIN STORAGE SILOS AT CHHATA PLANT

Storage of grains is considered to be the best in Silos from cost and operational point of view. Along with the expansion of milling capacity at Chhata your Company is also enhanced its storage capacity by putting up Hopper Bottom Silos and Flat Bottom Silos besides your Company is contemplating to enhance the more Silos storage capacity. The Silos storage capacity post expansion stands to 32500MT. The significant increase in the Silos facility will help in reducing the labour, packing material cost in addition to savings in wastages.

6 ENTERING PULSES MARKET

Presently the Company has finalised plans to install capacity for pulses and pulse flour milling at Chhata, Dist. Mathura, U.P. We are planning to set up facilities for pulses processing and Besan Mill. Financial closure at this project has already been achieved and land has also been acquired.

7 BUSINESS EXPANSION, DEVELOPMENTS & FUTURE OUTLOOK

A) Rice fortification plant

Usher Agro Ltd has imported a rice fortification plant. The Company is planning to sell the fortified rice to the mid-day meal projects of Government of Andhra Pradesh and Orissa through Programme for Appropriate Technology in Health (PATH). This project will be supplementing the turnover of the Company. The new plant is expected to commence its commercial production in October 2012. Usher Agro Ltd. is also planning to further increase the production capacity of fortified rice in the financial year 2013-2014. The Company also envisions exporting fortified rice to other countries.

B) Venture into Silica

Usher Agro Ltd has commenced the construction activity of silica plant at Chhata Mathura and is expected to complete the project in January 2013. The technology for the manufacturing of silica has been obtained from IISC Bangalore, which is a patented technology and Usher Agro Ltd will have the opportunity to do this novel project first time in the world. On successful commissioning of the plant, the Company will be in a position to supply eco friendly green silica at a competitive rate to its customers.

C) Modernization and Capacity Expansion of Rice Milling facilities at Buxar- Bihar

Rice Milling process and technology has seen good amount of progress during the last five years, in keeping pace with the advancement in the technology we are modernizing the existing rice milling facility at Buxar and also adding additional capacity of 46,800 MTPA rice milling facility at the same complex thereby making the total rice milling capacity at Buxar to 93,600 MTPA.

D) Setting up of 1MW Captive Power Plant at Buxar- Bihar

With the above rice milling capacity expansion project at Buxar- Bihar availability of rice husk, a bye- product of rice milling, will increase. To take the advantage of the availability of bye product and to be self reliant on the power front your Company has setup a co-generation power plant of 1 MW at Buxar, Bihar for captive use. This power plant will help to reduce the cost of operation with better efficiencies and better efficient value added utilization of Bye product.

E) Expansion of Wheat milling Capacity at Mathura

Currently we are having 75,000 MTPA wheat milling capacity at Mathura and your Company is expanding its existing wheat milling capacity by 50,000 MTPA to make wheat milling capacity of 1,25,000 MTPA. This capacity expansion will increase the existing wheat milling capacity by more than 60% and also will strengthen overall commitment and vision of Company to be a one stop basic food solution.

8 FOREIGN EXCHANGE EARNINGS

Your Company has entered in to export market very recently in January 2010. Since inception your Company has focused on the domestic market and in future too our focus shall remain in that way. However with the installation of one of the most modern plant at Chhata and also to achieve progress in all markets, for the first time your Company has entered the export market in January 2010 and within very short period has been able to successfully tap the overseas market. Your directors are pleased to report that our products are well accepted in the export market and we are confident that in the coming years the export earnings will see quantum jump thereby earning precious foreign exchange for the country. In the current financial year under report your Company has exported rice worth Rs. 9345.38 Lacs in compared to previous year of Rs. 5952.84 lacs. Your Company is targeting mainly Middle East and Gulf countries besides Affrican & Europian Countries for the export of rice and wheat based products.

9 BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. Shri Prakash Arora and Mr. Pemchand Tiwari, Directors retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Directors recommend their re-appointment.

10 AUDITORS AND AUDITORS REPORT

M/s Parekh Shah & Lodha, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re- appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

The observations and comments given in the Auditors' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

11 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors report that

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at 30th June, 2012 and of the profit of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

12 ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms. Your Company is having all the environment clearance from the appropriate authorities for all the plant.

13 INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

14 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO a Conservation of Energy & Technology Absorption

i. Energy Conservation Measures taken

The Company is aware about energy consumption and environmental issues related with it and continuously making sincere efforts towards conservation of energy. The maintenance of the Boiler and Electrical Equipments is carried out regularly with optimum care with the help of the technical professionals and modern equipments.

The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

Your Company is having a rice husk 1 MW co-generation captive power plant at Mathura, which helped to save the cost of power consumption and also generating power in eco friendly manner by supporting environment.

ii. Additional Investments/Proposals, if any, being implemented for reduction of consumption of energy

During the year, the Company has made substantial progress in installing state of the art equipments. These equipments are highly efficient and consume less energy with the increased productivity. With the present resources, the Company had taken overall measures to reduce the consumption of energy. This was rendered possible through proper maintenance on regular intervals of Plant & Machinery and other electrical installed in the manufacturing/processing unit of the Company.

The Company has also implemented 'CONTINOUES PAR BOILING PROCESS PLANT' which is imported technology from Thailand and implemented first time in India. With the implementation of the said modern technology PAR BOILING Plant the process to produce Par Boiling rice will reduce significantly from 10-12 hours in case of conventional process to 5-6 hours which will provide better operational efficiency and substantial saving in energy consumption.

We have also installed water treatment plant along with the said continuous Par Boiling Plant to recycle and reuse the water consumed in Par Boiling process. This will save water and also protect from released from processed water.

At our chhata plant we have installed Husk fire furnace to generate hot Air for drying the paddy. This furnace are patented and imported from Thailand. With the help of this furnace drying process will have less energy consumption as compared to traditional drying process which uses steam as medium of heat for drying.

iii. Impact of i & ii above for reduction of energy consumption

With the use of husk based power plant the Company has captive power which along with the energy conservation measures has resulted in lesser energy consumption.

iv. Total Energy consumption and Energy consumption per unit of production as per Form

The additional information as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are given as Annexure-I to this report and forms part of it.

15 DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

16 PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended to this report in this regard.

17 HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation for the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

18 SEBI REGULATION AND LISTING FEES

Your Company has complied with all the rules and regulations which are stipulated on the corporate sectors time to time.

The Annual Listing Fees for the year under review has been paid to The BSE Limited and The National Stock Exchange of India Limited where your Company's shares are listed.

19 MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and forms a part of Directors' Report.

20 CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance. The directors adhere to the requirements set out by the Securities Exchange Board of India's Corporate Governance Practice and have implemented all the stipulations prescribed.

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled 'Report on Corporate Governance' has been included in this Annual Report along with the certificate on its compliance.

21 SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with provisions of the various applicable corporate laws, regulations and guidelines issued by the securities exchange Board of India and other statutory authorities your Company is taking care of all the statutory compliances and submit its Secretarial Audit Report for all the quarters to the Stock Exchange.

22 INTERNAL CONTROL SYSTEMS

The internal Control System is an essential element of the Corporate Governance and plays key role in identifying, minimizing and managing risks that are significant for the Company, contributing to the safeguarding of stakeholders investments and the Company's assets.

The Company's internal control procedures are tailored to match the organization's pace of growth and increasing complexity of operations. The adequacy and effectiveness of internal controls are monitored regularly by the Internal Auditors and the audit observations are reported and discussed by the senior management and the operations teams.

23 CONSOLIDATED FINANCIAL STATEMENTS

As per AS 21 the Consolidated Financial Statement along with the notes to accounts are enclosed with this report.

24 ACKNOWLEDGEMENT

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State and Central Government Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation extended by Financial Institution, Banks, Government Departments, Vendors, Contractors, Distributors, Dealers and valued customers and employees, who have contributed in the success of your Company



For and on Behalf of the Board



Place : Mumbai Vinod Kumar Chaturvedi

Date : 29th August, 2012 Managing Director


Jun 30, 2010

The Directors take pleasure in presenting Fourteenth Annual Report together with Audited Statement of Accounts for the year ended 30th June, 2010.

1. FINANCIAL RESULTS

(Rs. in lacs)

Particulars 2009-10 2008-09

Sales & Other Income 34267.38 20948.91

Profit before Financial Charges & Depreciation 4853.49 2741.79

Less: Financial Charges 1406.73 537.15

Cash Profit for the year 3446.75 2204.64

Less: Depreciation 534.71 232.51

Profit before Tax 2912.04 1972.13

Less: Provision for Tax including Fringe Benefit Tax 425.90 219.77

Less: Provision for Deferred tax 134.32 258.58

Less: Short Provision for tax of earlier years. (0.80) 9.13

Profit after Tax 2352.63 1484.65

Balance brought forward from Previous Year 2816.29 1656.02

Balance available for Appropriation 5168.92 3140.67

Appropriations:

Proposed Dividend 222.62 106.31

Corporate Dividend Tax 37.83 18.06

Transferred to General Reserve 200.00 200.00

Earning per Share (EPS) 10.91 7.26

Balance carried to Balance Sheet 4708.47 2816.29

During the year your Company started utilizing the expanded capacity of rice milling setup in the previous year and as a result of which your company achieved a remarkable growth in the operations during the current financial year. The enhancement of production capacities and consolidation of processes and systems derived the synergies and optimized the use of available resources.

During the year under review, the sales and other income of your Company have increased to Rs 34267.38 Lacs from Rs 20948.91 lacs in the previous year, recording a growth of over 64% The Companys Profit before depreciation and tax increased to Rs 3446.75 Lacs from Rs 2204.64 Lacs in the previous year reflecting a healthy growth of approximately 56%. Profit after tax also increased to Rs 2352.63 Lacs against Rs 1484.65 Lacs in previous year, registering a growth of over 58 %.

Management of the Company under the direction of your Board of Director continued to achieve the targets of cutting down the cost of operations and bettering the efficiency by using better alternated resources/means and methods of operation.

2. APPROPRIATIONS

DIVIDEND

The Board of directors of the Company in their meeting held on 14th April, 2010, recommended an Interim Dividend ofRs 1.00 per equity share fully paid up which is considered as final dividend for the financial year ended 30" June, 2010. The total payout on account of the dividend including corporate dividend tax will be Rs 260.46 Lacs.

TRANSFER TO RESERVES

The Company has transferred Rs 200 Lacs (P.Y. Rs 200 Lacs) in the General Reserve during the financial year under review in pursuance to the provisions of companies (Transfer of profits to Reserves) Rules, 1975.

3. SUBSIDIARY COMPANY

As on date of this report, the company has one subsidiary company namely Usher Eco Power Limited as a result of allotment of 91,70,000 equity shares ofRs 10 each fully paid up allotted to the company on 22nd August, 2010 by Usher Eco Power Limited. After the said allotment the company holds 70.18% stake in Usher Eco Power Limited. Since Usher Eco Power Limited has become subsidiary of the company after the balance sheet date hence preparation of the consolidated financial statement as prescribed in AS-21 is not required.

4. CHANGES IN SHARE CAPITAL

On 15th December 2009 the company has issued 60,00,000 warrants on preferential basis to the promoters and others to raise Rs 2,460 lacs through preferential allotment.

The above preferential issue has been done interalia to partly fund the ongoing rice milling capacity expansion project of the company at Chhata, U.P. and investment in group /associate companies.

On 10th March, 2010, out of said warrants 10,00,000 warrants were converted into 10,00,000 equity shares of Rs 10 each fully paid up and the said shares are now listed with The Bombay Stock Exchange Limited and The National Stock Exchange of India Limited.

5. LISTING OF EQUITY SHARES WITH THE NATIONAL STOCK EXCHANGE .OF (INDIA) LIMITED

Your companys equity shares are now also listed with the National Stock Exchange of India Limited with the symbol USHERAGRO w.e.f. 30,th July, 2010.

6. BUSINESS EXPANSION, DEVELOPMENTS & FUTURE OUTLOOK

A. Capacity Expansion of Chhata Rice Mill

Looking into the promising future of the food processing industry in general and basic food segment i.e Rice, Wheat, and Pulse milling in particular, your company is enhancing its existing rice milling capacity of Chhata Plant by more than 100%. At present your Chhata rice milling plant is having capacity of 1,94,400 MTPA and with expansion of 2,91,600 MTPA your Chhata rice milling capacity will be 4,86,000 MTPA and total rice milling capacity will be 5,43,600 MTPA.

Post expansion your company will emerge amongst the top five rice millers of the country on overall milling basis and will have the largest Par-Boiled Rice Milling capacity in the country.

B. Modernization and Capacity Expansion of Buxar Rice Mill

Rice Milling process and technology has seen good amount of progress during the last five years, in keeping pace with the advancement in the technology we are modernizing the existing facility of rice milling at Buxar and also adding additional capacity 50000 MTPA thereby making the total capacity at Buxar to 96800 MTPA.

C. Setting up of 1MW Captive Power Plant at Buxar- Bihar

With the expansion of the capacity of rice milling at Buxar availability of husk ,a bye-product of rice milling, will increase. To take advantage of the of bye product and to be self reliant on the power front your company is planning to setup a co- generation power plant of 1 MW at Buxar, Bihar for captive use. This power plant will help to reduce the cost of operation and increase the production with better capacity utilisation.

D. Setting up of grain storage Silos at Chhata Plant

Storage of Grains is considered to be the best in Silos from cost and operational point of view. Presently we are having Hopper Bottom Silos (Storage Vessel) having storage capacity of 2500 MT at Chhata plant. Along with the expansion of milling capacity at Chhata your company is also enhancing its storage capacity by putting up Hopper Bottom Silos of 2500 MT and Flat Bottom Silos of 30000MT. Besides, your company is contemplating to enhance the Silos storage capacity to 75000 MT. The Silos facility so created will help in reducing the labour, packing material cost in addition to savings in wastages.

E. Expansion of Wheat milling Capacity at Mathura

Currently we are having 75000 MTPA wheat milling capacity plant at Mathura and your company is planning to expand its existing wheat milling capacity from 75000 to 125000 MTPA. This capacity expansion will increase the existing wheat milling capacity by more than 60% from its existing capacity.

7. FOREIGN EXCHANGE EARNINGS

Right from its inception your company has been focused on the domestic market and in future too our focus shall remain that way. However with the installation of one of the most modern plant at Chhata, for the first time your company has entered the export market in January 2010 and in very short period of six month has been able to successfully tap the overseas market. Your directors are pleased to report that our products are well accepted in the export market and we are confident that in the coming years the export earnings will see quantum jump thereby earning precious foreign exchange for the country. For the year under report your company has exported rice worth Rs 1948.36 lacs on FOB basis. Your company is targeting mainly Middle East and Gulf countries for the export of rice and wheat based products.

8. BOARD OF DIRECTORS

The Board of Directors of the Company comprises of qualified individuals possessing the skills, experience and expertise necessary to guide the Company. They have contributed immensely for the growth of the Company.

Mr. A.P. Arora and Mr. S.P. Arora, Directors of the Company who retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for reappointment.

9. AUDITORS

M/s Parekh Shah & Lodha, Chartered Accountants, have expressed their consent for the re-appointment as Statutory Auditors from the conclusion of ensuing Annual General Meeting of the Company and have confirmed that the appointment, if made, will be in accordance with the limits specified under section 224(1B) of the Companies Act, 1956.

10. AUDITORS REPORT

The observations, if any, made by the Statutory Auditors in the Auditors Report are self-explanatory and do not require any further clarification.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA)ofthe Companies Act, 1956, your Directors report that

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures; ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at 30th June, 2010 and of the profit of the Company for the year ended on that date.

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

12. ENVIRONMENTAL PROTECTION AND POLLUTION CONTROL

Your Company regards preservation of the environment as one of its primary social responsibilities. Accordingly, the Company places great emphasis on compliance with pollution control norms. Your company is having all the environment clearance from the appropriate authorities for all the plants.

13. INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machineries and inventories have been adequately insured.

14. CONSERVATION OF ENERGY, TECHNOLOGY

a. Conservation of Energy & Technology Absorption:

i. Energy Conservation Measures taken:

The Company is aware about energy consumption and environmental issues related with it and continuously making sincere efforts towards conservation of energy. The maintenance of the Boiler and Electrical Equipments is carried out regularly with optimum care with the help of the technical professionals and modern equipments.

The Company is in fact engaged in the continuous process of further energy conservation through improved operational and maintenance practices.

Your company is having a rice bio-mass fired 1MW co-generation captive power plant at Mathura, which helped to save the cost of power consumption.

ii. Additional Investments/Proposals, if any, being implemented for reduction of consumption of energy

During the year, the company has made substantial progress in installing state of the art equipments. These equipments are highly efficient and consume less energy with the increased productivity. With the present resources, the Company had taken overall measures to reduce the consumption of energy. This was rendered possible through proper maintenance on regular intervals of Plant & Machinery and other electrical installed in the manufacturing/processing unit of the Company.

iii. Impact of and II above for reduction of energy consumption

With the use of husk based power plant the company has captive power which along with the energy conservation measures has resulted in lesser energy consumption.

iv. Total Energy consumption and Energy consumption per unit of production as per FormA

The additional information as required underthe provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are given as Annexure-I to this report and forms part of it.

15. DEPOSITS

During the year, the Company did not accept any deposits from the public within the meaning of section 58A of the Companies Act, 1956.

16. PARTICULARS OF EMPLOYEES

The Company has not paid any remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975. Hence no information is required to be appended to this report in this regard.

17. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co- operation extended by all employees in maintaining cordial relations.

18. SEB1 REGULATION AND LISTING FEES

Your company has complied all the rules and regulations which are stipulated on the corporate sectors time to time.

The Annual Listing Fees for the year under review has been paid to The Bombay Stock Exchange, Mumbai and The National Stock Exchange of India Limited, Mumbai where your companys shares are listed.

19. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis is appended herewith and forms a part of Directors Report.

20. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance. The directors adhere to the requirements set out by the Securities Exchange Board of Indias Corporate Governance Practice and have implemented all the stipulations prescribed. Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report along with the certificate on its compliance.

21. SECRETARIAL AUDIT REPORT

Keeping with the high standards of corporate governance adopted by the Company and also to ensure proper compliance with provisions of the various applicable corporate laws, regulations and guidelines issued by the securities exchange Board of India and other statutory authorities your company is taking care of all the statutory compliances and submit its Secretarial Audit Report for all the quarters to the Stock Exchange.

22. INTERNAL CONTROL SYSTEMS

The internal Control System is an essential element of the Corporate Governance and plays key role in identifying, minimizing and managing risks that are significant for the Company, contributing to the safeguarding of stakeholders investments and the Companys assets.

The Companys internal control procedures are tailored to match the organizations pace of growth and increasing complexity of operations. The adequacy and effectiveness of internal controls are monitored regularly by the Internal Auditors and the audit observations are reported and discussed by the senior management and the operations teams.

23. ACKNOWLEGEMENT

Your Directors express their sincere gratitude for the continued support and guidance received by the Company from the various State and Central Government Authorities and other regulatory agencies.

Your Directors would like to acknowledge the continued support and co-operation extended by Financial Institution, Banks, Government Departments, Vendors, Contractors, Distributors, Dealers and valued customers and employees, who have contributed in the success of your Company.

For and on Behalf Of The Board

Place : Mumbai V. K. Chaturvedi

Date : 30th August, 2010 Managing Director



 
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