The Directors have pleasure in presenting the 18th Board Report along
 with the Audited Financial Results for the year ended 31st March 2012.
 
 1 FINANCIAL PERFORMANCE
 
 
                                                     (Rs. In Lacs)
 
 Particulars                             2011-2012        2010-2011
 
 Sales                                     422,548         372,435
 
 Other Income                                  320             386
 
 Total                                     422,868         372,821
 
 Profit Before Interest and                 83,572          77,575
 
 Depreciation and Amortisation
 (PBIDTA)
 
 Less: Interest                             51,380           33141
 
 Less: Depreciation                          3,879           2,212
 
 Profit Before Taxation (PBT)               28,313          42,222
 
 Provision for Current Taxation              5,650          13,975
 
 Prior Period Tax Payments                      40               1
 
 Profit after Taxation (PAT)                22,623          28,247
 
 FINANCIAL REVIEW
 
 During the year under review your Company has achieved a turnover of Rs.
 4225 Crore as against Rs. 3724 Crores in the previous year. An increase
 of 13.48% over the last year. However during the year, net profit of
 the Company is reduced to Rs. 226 Crores in comparison to net profit of
 282 Crores in the previous year.  We have managed to increase our top
 line but due to increase in interest cost bottom line was slightly
 pressed. The highlights of the performance of each of the segments of
 your company are highlighted later in this report.
 
 2.  DIVIDEND
 
 For the year under review, the Board of Directors of the Company have
 proposed and recommended a dividend of 50% i.e., Re. 0.50 on face value
 of Re. 1 each equity share, aggregating to Rs. 4789.92 lacs. In addition,
 Board of Directors have also proposed and recommended a dividend @ 4%,
 i.e. Rs. 4/- each on the preference share having face value of Rs. 100/-
 each to the preference shareholders aggregating to Rs.160 lacs for the
 financial year 2011- 12.  The final dividend, if approved, will be paid
 within 30 days of its declaration.
 
 3.  UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION &
 PROTECTION FUND)
 
 Pursuant to Section 205A read with Section 205C of the Companies Act,
 1956, unclaimed dividend which remains unpaid for a period of seven
 years shall be transferred to Investor Education & Protection Fund.
 Accordingly, the Company has transferred all unclaimed dividend for the
 year 2003-2004 to the said fund. Unclaimed dividend for the year
 2004-05 C 2,89,633) shall be transferred to the said fund before the
 due date.
 
 It may be noted that upon the transfer of dividend to Investor
 Education & Protection Fund, members lose their right to claim such
 dividend. Therefore Members are requested to claim the amount of
 Unpaid/unclaimed dividend for the year 2004-2005 onwards.
 
 4.  TRANSFER TO GENERAL RESERVE
 
 Your Company proposed to transfer Rs. 14 Crore to General Reserves out of
 the amount available for appropriation.
 
 5.  CONSOLIDATED FINANCIAL STATEMENT
 
 REI Agro group has reported a consolidated revenue of Rs. 5382 crores for
 the financial year ended on 31st March, 2012, Consolidated profit
 before tax stood at Rs. 445 crores and consolidated Profit after tax
 stood at Rs. 388 Crores. There have been no consolidated figures
 available for the previous year as all the subsidiary companies have
 started their business operations in year 2011-12.
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statement read with Accounting Standard AS-23 on Accounting
 for investment in Associates, your Directors provide the Consolidated
 Audited Financial Statement in the Annual Report.
 
 However, in accordance with the general circular No. 2/2011 dated 8th
 Feb, 2011, issued by the Ministry of Corporate affairs, Government of
 India, the Balance Sheet, Profit and Loss account and other documents
 of the Subsidiary companies are not being attached with balance sheet
 of the Company. However the financial information''s of the subsidiary
 Companies is disclosed in the Annual report in compliance with the said
 circular. Company will make available the said annual accounts and
 other related information''s of the subsidiary companies upon request of
 any member of the Company or its subsidiary company and same will also
 be kept open for inspection by any member at the registered office of
 the Company and at subsidiary Company
 
 6.  SUBSIDIARY COMPANIES
 
 Your Company has incorporated four (100 %) wholly owned foreign
 subsidiary Companies in Dubai and Mauritius. Out of which one wholly
 owned subsidiary is incorporated at Dubai Multi Commodities Centre (
 DMCC) Dubai in the name of REI Agro Traders JLT, However later on name
 of the said subsidiary was changed to Ammalay Commodities JLT. Other
 three 100 % wholly owned subsidiaries were incorporated at Mauritius,
 namely; Holy Stars Ltd, Auckland Holdings Ltd and Orient Agro (M) Ltd.
 All the above subsidiary Companies have started their business
 operations in the year under review.
 
 7.  BUSINESS SEGMENTS
 
 Company operate in two Business segments i.e. Basmati Rice Processing
 and Wind Power Generation. However, the Company has discontinued the
 separate segment reporting for wind power generation because the total
 revenue, profit or the capital employed in the wind power generation is
 less than 10 per cent threshold limits of revenue, result, and assets,
 which is required for separate reportable segment as provided in
 Accounting Standard 17 (AS 17 — Segment Reporting) issued by ICAI /
 Company (Accounting Standards) Rules, 2006.
 
 7.1 OPERATIONAL PERFORMANCE
 
 During the financial year 2011-2012, there was an increase in sales of
 food product to Rs. 4200 Crore from Rs. 3702 Crore in the immediately
 preceding previous year. An 13.45% increase over the last year.
 
 Due to continue efforts for modernizing and urge of expansion, Company
 has reached the installed capacity of 118 TPH during the year in
 comparison of 103 TPH in the previous year. With the successful
 implementation of modernizing processes, we expect substantial
 improvement in the overall operational efficiency Exports performance
 
 During the year under review, export sales of the Company stood at Rs.
 233 Crores. The company has taken several measures to increase the
 export sales like incorporation several subsidiaries in Dubai and
 Mauritius as direct presence will help us capitalize on the
 opportunities in the international market. As you can see there has
 been a shortfall in the export of the company during FY 2012. The
 shortfall in the export figure is primarily on account of expedition of
 international launch of our brand. We have launched Raindrops in the
 domestic markets and it has already emerged as one of the largest
 brands in the organized space. Encouraged by the performance of the
 Raindrops brand in the domestic market, we have planned to expedite the
 international launch of the brand.  In order to prepare the market for
 the launch we had discontinued the private label (Buyers brand) sale of
 our rice towards the end of the financial year. This has resulted in a
 reduction in our export sales; however, with the launch of our brand in
 the current year and the commencement of shipments on private label
 basis we are confident of increasing our export.
 
 7.2 WIND POWER PERFORMANCE
 
 Company has its wind power generations farms in the States of
 Rajasthan, Maharashtra, Tamil Nadu and Gujarat, having total installed
 capacity of 46.1 MW During the financial year 2011-2012, revenue from
 the wind power generation was of Rs. 23.64 Crore.  Wind power generation
 farm at Rajasthan, registered with UNFCC and has earned revenue of Rs.
 1.34 crores through sale of Carbon Credits. Further the Company is in
 the process of registration of its wind power generation farms situated
 at Tamil Nadu and Maharashtra with UNFCC and will be able to earn
 significant number of carbon credits once these projects get
 registered.
 
 8.  CREDIT RATING
 
 Credit and Analysis Research Ltd. (CARE) has upgrade the rating as CARE
 A (Single A Plus) assigned to( long term facilities) Non Convertible
 Debentures (NCDs) issued by the Company.  Further Credit and Analysis
 Research Ltd. (CARE) has also issued PR1  ( PR One Plus) rating to the
 short term credit facilities of the Company
 
 9.  MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A report on the management discussion and analysis is annexed hereto
 and forms part of this report.
 
 10.  CORPORATE GOVERNANCE
 
 Your Company is committed to maintain the highest standards of
 Corporate Governance. A report on Corporate Governance as stipulated
 under clause 49 of the Listing Agreement entered with the Stock
 Exchanges forms part of the Annual Report.  Requisite certificate from
 the auditors of the company confirming compliances with the conditions
 of corporate governance as stipulated under clause 49, is attached to
 this report.
 
 11.  ENVIRONMENTAL ASPECT AND SOCIAL RESPONSIBILITY
 
 The Company continues to show its commitment for improvement in all
 aspects of the environment and pays special emphasis for plantation and
 preservation of trees, development of gardens in the vicinity of the
 factory and office premises. We pay full attention to promote, improve
 and maintain our responsibility to the society.  The Company is also
 setting up a rice husk based power plant and Wind power generation farm
 of the Company situated at Rajasthan, registered with UNFCC and the
 Company is also in the process of registration of its other wind power
 generation farms situated at Tamil Nadu and Maharashtra with UNFCC.
 
 12.  DIRECTORS
 
 In accordance to the section 255 of the Companies Act, 1956 and Article
 95 of the Article of Association of Company, Shri Sanjay Jhunjhunwala
 and Shri A. Chatterjee, Directors of the Company, will retire by
 rotation and being eligible offer themselves for re-appointment at the
 ensuing Annual General Meeting. Your Directors recommend their
 re-appointment.
 
 A brief resume of the Directors seeking re-appointment, their expertise
 etc. is given in the notice to the ensuing Annual General Meeting.
 
 13.  AUDITORS
 
 M/s PK.Lilha & Co., Chartered Accountants, Statutory Auditors of the
 Company, holds office until the conclusion of the ensuing Annual
 General Meeting and are eligible for reappointment. They have indicated
 their willingness to accept re-appointment. In terms of Section 224A of
 the Companies Act, 1956, their re-appointment needs to be approved by
 the members and their remuneration has to be fixed.
 
 AUDITORS'' REPORT
 
 The Notes on Accounts referred to the Auditors'' Report are self
 explanatory and do not call for any further comments.
 
 14.  DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to requirement under Section 217 (2AA) of the Companies Act,
 1956, with respect to Directors'' Responsibility Statement, it is hereby
 confirmed that:
 
 - In preparation of the annual accounts, the applicable accounting
 standards had been followed along with the proper explanations relating
 to material departures, if any.
 
 - 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 and fair view of the state of the affairs
 of the Company at the end of the financial year and of the profit or
 loss of the Company for that period.
 
 - The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provision of the Companies Act for safeguarding the assets of the
 Company and for preventing and detecting the fraud and other
 irregularities.
 
 - The Directors have prepared the annual accounts on a going concern
 basis.
 
 15.  PUBLIC DEPOSITS
 
 The Company has neither invited nor accepted any public deposits during
 the year under review.
 
 16.  PARTICULARS OF EMPLOYEES
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and the other information''s are set out in the
 annexure to the Directors report. However having regards to the
 provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information( annexure) is being sent to all the
 members of the Company and others entitled thereto. Statement of
 particulars of employees and other documents, if any, which are not
 annexed to this Report, will be open for inspection for the
 shareholders at registered office of the Company during working hours
 for a period of 21 days before the date of annual general meeting. Any
 member interested in obtaining such particulars may write to the
 Company Secretary of the Company
 
 17.  SECRETARIAL AUDIT
 
 - Pursuant to Clause 47(c) of the Listing Agreement with the Stock
 Exchanges, certificates, on half-yearly basis, have been issued by a
 Company Secretary-in-Practice for due compliance of share transfer
 formalities by the Company.
 
 - A Company Secretary-in-Practice carried out a Reconciliation of Share
 Capital Audit to reconcile the total admitted capital with NSDL and
 CDSL and the total issued and listed capital.  The audit confirms that
 the total issued/paid up capital is in agreement with the aggregate of
 the total number of shares in physical form and the total number of
 shares in dematerialized form (held with NSDL and CDSL).
 
 18.  ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Your company strives hard to take all measures to conserve energy and
 use the latest technology. The particulars relating to energy
 conservation, technology absorption, foreign exchange as required to be
 disclosed under section 217(1)(e) of the Companies Act,1956 read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors ) Rules,1988 are annexed as Annexure ''A'' and forms part of
 this Report.
 
 19.  ACKNOWLEDGMENT
 
 The Board acknowledge the assistance provided to the Company by its
 bankers and also place on record their appreciation for the assistance
 and co-operation received from our bankers, government authorities,
 employees, stakeholders, vendors and members during the year under
 review. Your Directors are quite optimistic for support to be extended
 by all in the years to come.
 
                            For and on behalf of Board of Directors
 
                          (Sandip Jhunjhunwala)      (A. Chatterjee)
 
                    Vice Chairman & Managing Director     Director
 
 Place: Kolkata
 
 Date : 30 May, 2012