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
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
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.
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
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
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
C) Modernization and Capacity Expansion of Rice Milling facilities at
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
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
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.
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
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
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
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.
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
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
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
23 CONSOLIDATED FINANCIAL STATEMENTS
As per AS 21 the Consolidated Financial Statement along with the notes
to accounts are enclosed with this report.
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
For and on Behalf of the Board
Place : Mumbai Vinod Kumar Chaturvedi
Date : 29th August, 2012 Managing Director