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