To The Members of Usher Agro Ltd.
Your Directors have pleasure in presenting 21st Annual Report on the business and
operations of the Company and the financial accounts for the Year ended 31st March, 2017.
STATE OF COMPANYS AFFAIRS
Your Board is reporting the affairs of the Company for the FY 2016-17 as under:
Financial Results
The financial performance of the Company, for the Financial Year ended 31st March, 2017
is summarised below:
(Rs. in Lakhs)
| Particulars |
Year ended 31/03/2017 |
Year ended 31/03/2016 |
| Sales & Other Income |
43727.18 |
158097.02 |
| Profit before Financial Charges & Depreciation |
(35244.78) |
(13962.86) |
| Less : Financial Charges |
3044.84 |
12009.32 |
| Cash Profit for the year |
(38289.62) |
(25972.18) |
| Less : Depreciation |
3457.33 |
3877.38 |
| Profit before Tax |
(41,746.95) |
(29849.56) |
| Less : Provision for Tax including Fringe Benefit Tax |
- |
- |
| Less : Provision for Deferred tax |
- |
(73.41) |
| Less: Short Provision for tax of earlier years. |
- |
137.59 |
| Profit after Tax |
(41,746.95) |
(29913.76) |
| Balance brought forward from Previous Year |
(14281.06) |
15632.70 |
| Balance available for Appropriation |
(56028.01) |
(14281.06) |
| Appropriations : |
|
|
| Proposed Dividend |
- |
- |
| Corporate Dividend Tax |
- |
- |
| Transferred to General Reserve |
- |
- |
| Debt Redemption Reserve |
- |
- |
| Debenture Redemption Reserve |
- |
- |
| Earning per Share (EPS) |
- |
- |
| Balance carried to Balance Sheet |
(56028.01) |
(14281.06) |
During the year under review, the sales and other income of your Company have decreased
to Rs. 43,727.18 lakh within the period of as compare to Rs. 1,58,097.02 lakh in the
previous financial year. There is the loss in the financial year 2016-17. The loss after
tax is Rs. 41,746.95 lakh against loss of Rs. 29,913.76 lakh in previous year.
Dividend
In view of the loss incurred by the Company during the year, the Directors have not
recommended any dividend for the financial year ended March 31, 2017.
Transfer to Reserves
No amount has been transferred to General Reserves for the financial year 2016-17.
Deposits
The Company has not accepted any deposit from the public under section 73 and 74 of the
Companies Act, 2013.
SHARE CAPITAL
During the year under review, the following changes in the Authorized Share Capital and
Paid up Capital were held
1. Increase in Authorized Share Capital From Rs. 50 Crore To Rs. 80 Crore
The lenders of the Company at their Joint Lenders meeting held on 13th May, 2016 have
decided to undertake SDR Scheme of Reserve Bank of India. Accordingly, the Company was
required to issue and allot further equity shares to the lenders as per the SDR Scheme for
which the Authorized Capital was required to be increased. Therefore, in the Annual
General Meeting of the Company held on 30.09.2016, the Authorized Share Capital of the
Company was increased from Rs. 50,00,00,000/- (Rupees Fifty Crores Only) to Rs.
80,00,00,000/- (Rupees Eighty Crores Only).
2. Issue and allotment of 39612472 Equity Shares to the Lenders of the Company
The lenders of the Company have invoked Strategic Debt Restructuring Scheme (SDR) of
Reserve Bank of India on May 13, 2016 and in pursuance of the same, the Company in its
Board of Directors meeting held on December 08, 2016 has allotted 39612472 equity shares @
Rs. 11.09 per share aggregating to Rs. 439302314, to the lenders of the Company.
Consequently, the paid up capital of the Company stands increased from Rs. 3805.90 lakh to
7767.15 lakh.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its subsidiaries viz, Usher
Eco Power Limited and Usher Worldwide FZE, are prepared in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Companies Act, 2013 (Rs.the Act) read with Rule 7 of the Companies
(Accounts) Rules, 2014, 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
Regulation 16 (c) of SEBI (LODR) Regulations, 2015 of the Listing Agreement. The Policy,
as approved by the Board, is uploaded on the Companys website at www.usheragro.com.
Performance of the Subsidiaries
a) USHER ECO POWER LIMITED
Usher Eco Power Limited is into a Biomass based 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 Rice husk as a fuel. This Power Plant is
eligible for CDM & REC benefits. The project is already registered in the UNFCCC and
availed CDM benefits from this year. The subsidiary Companys financial statement is
attached to this annual financial report. This plant will further enhance its operational
efficiency and will ensure uninterrupted availability of power at competitive prices. UEPL
planned and started to setting up a new rice husk/multi fuel based biomass power plant
which capacity would be 18 MW and company is in the process of setting up a 50TPD Silica
extraction facility to generate silica from the ensuing rice husk ash. For setting up both
the project UEPL closed the financial deal with FMO-DEG. UEPL also signed agreement with
Goodyear Tyre & Rubber Company, USA for supply of RH-Silica.
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 commenced
commercial operations from FY 2014-15. 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 2.
BUSINESS EXPANSION
The Subsidiary Company viz., M/s. Usher Eco Power Limited is in process of expansion of
its existing rice husk based waste-to-energy facility by 18 MW (i.e. from 16MW to 34MW)
and at Village - Chhata, Dist – Mathura in the state of Uttar Pradesh in India. Usher
Eco Power Limited is also in process of setting up of proposed 50TPD Precipitated Silica
Extraction facility using Rice Husk Ash (RHA) at Chhata, Mathura. The technology of
extracting high quality tire grade silica from Rice Husk Ash (RHA) has been developed by
Indian Institute of Science (IISc), Bangalore and licensed to Usher Eco Power Limited.
Usher Eco Power Limited has become the first Company in India to set up a commercial scale
plant for producing high quality tire grade silica from Rice Husk Ash generated by its
existing 16MW rice husk fired biomass power plant. Silica is used as filler in the tyres
and technology has the potential of becoming the first established source of
"Green" filler for the tyre industry. Usher Eco Power Limited is a licensee of
patented Technology developed by IISc, Bangalore for extracting silica from rice husk ash
generated by the boiler of the Power Plant. This will further improve operational
efficiency of the company by value added use of waste i.e. Rice Husk Ash (RHA).
BOARD OF DIRECTORS
During the year under review, the Company had Seven (7) Directors consisting of Four
(4) Independent Directors, One (1) nominee director appointed by IDBI Bank Limited and One
(1) Managing Director and One (1) Whole Time Director on its Board.
Managing Director and Chief Financial Officer
Mr. Vinod Kumar Chaturvedi has been serving as the Managing Director & Chief
Financial Officer of the Company.
Appointments / Resignations of Directors and Key Managerial Personnel
Following appointment / resignation of director has taken place in the FY 2016-17
1. Mr. Manoj Pathak, Whole Time Director has resigned from the Board of Directors of
the Company w.e.f. 07/12/2016
2. IDBI Bank Limited had withdrawn the nomination of Mrs. Baljinder Kaur Mandal w.e.f.
28.11.2016 and nominated Mr. Ajay Sharma as Nominee Director w.e.f. 30.11.2016.
3. Mrs. Sarika Singh – Company Secretary of the Company has resigned from the
Company w.e.f. 08.10.2016.
4. After the end of the financial year 31/03/2017 following changes in the composition
of the Board were held
• Mr. Prem Chand Tiwari and Mr. Shri Prakash Arora, Independent Directors have
resigned from the Board of Directors of the Company w.e.f. 25.04.2017.
• Mrs. Shikha Sethia Bhura was appointed as Independent Non Executive Woman
Director w.e.f. 30.05.2017.
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.
Annual Evaluation
The Company has devised a Policy for performance evaluation of the Board, Committees
and other individual Directors (including Independent Directors) which includes criteria
for performance evaluation of the Non-executive Directors and Executive Directors. The
evaluation process inter alia considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating inter se board members, effective
participation, domain knowledge, compliance with code of conduct, vision and strategy,
benchmarks established by global peers, etc, which is in compliance with applicable laws,
regulations and guidelines. The Board carried out annual performance evaluation of the
Board, Board Committees and Individual Directors and Chairperson. The Chairman of the
respective Board Committees shared the report on evaluation with the respective Committee
members. The performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Board Committees. The reports on performance
evaluation of the Individual Directors were reviewed by the Chairman of the Board.
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
candidates vis--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.
Number of Meetings of the Board
During the Financial Year 2016-17, seven meetings of the Board of Director were held
viz. 30th May 2016, 20th June, 2016, 13th August, 2016, 31st August, 2016, 14th November,
2016, 08th December, 2016 and 14th February, 2017. Detailed information on the meetings of
the Board is included in the report on Corporate Governance, which forms part of this
Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
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 at ANNEXURE
– 3 POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has 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. There have been no cases reported to the Committee, for the
financial year 2016-17.
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
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
with the Stock Exchanges is enclosed as an Annexure 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 SEBI (LODR) Regulations, 2015 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).
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,
www.usheragro.com.
LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES
There have been no loans / guarantees given or securities provided during the financial
year 2016-17 under the provisions of Section 185 / 186 of the Companies Act, 2013. The
details of investments covered under the provisions of Section 186 of the Act are given in
notes to financial statements provided in this Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators/ Courts/
Tribunals that would impact the going concern status of the Company and its future
operations.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Pursuant to the extant directions framed by Reserve Bank of India dated. February 26,
2014 on ‘Revitalizing Distressed Assets in the Economy – Guidelines on Joint
lenders Forum (JLF) and Corrective Action Plan (CAP) (the ‘JLF Guidelines) the
lenders of the Company identified the stress in the account of the Company and reported
the account of the Company to CRILC and accordingly all the lenders of the Company formed
a committee of Joint Lenders Forum (JLF) on 16th March, 2016.
In the JLF meetings, for the purpose of working towards revival of the Company, the
Company as well as the lenders have amongst other aspects also proactively discussed and
worked on aspects of exploring alternate business plans, approaching potential investors
and other possibilities. The authorized representatives of the lenders have been present
and privy to all these aspects and participated in the deliberations.
Accordingly, in the meeting of the JLF members held on May 13, 2016, the lenders
collectively agreed that the SDR Scheme of RBI is a viable option to proceed with
restructuring of the account and further agreed that under Strategic Debt restructuring
(SDR) scheme was a viable option to preserve the value of the Company and adopted the
"Reference Date" for the purpose as May 13, 2016.
In pursuance of the SDR Scheme, the Board of Directors of the Company in their meeting
held on December 08, 2016 had allotted 39612472 equity shares @ Rs. 11.09 per share to the
JLF lenders of the Company.
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 SEBI (LODR) Regulations, 2015 same is uploaded on the website of the Company
www.usheragro.com
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with related parties during the financial year 2016-17 were on
arms length basis and in ordinary course of business. Further, there were no material
related party transactions during the year with the Promoters, Directors or Key Managerial
Personnel. The Company has adopted a Related Party policy and procedure, which is
available at companys 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 organisation and ensure that the same are
adequate and operating effectively.
AUDITORS AND AUDITORS REPORT Statutory Auditors
M/s. Jayesh Sanghrajka & Co.LLP, Chartered Accountants, Mumbai (Firm Registration
No104184W/W100075) were the Statutory Auditors for the FY 2016-17. They have audited the
Financial Statements for the Financial Year 2016-17 and submitted their report which forms
part of this report. Notes to the Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further comments. There are
qualification in the Auditors Report on the Financial Statements of the company.
With reference to the Auditors qualified opinion, matter of emphasis and observations
in the Auditors Report, the explanation/comments of the Board in accordance with the
provisions of Section 134(3)(f) of the Companies Act, 2013 are set out in Annexure
‘1 to this Report.
Secretarial Auditor
Pursuant to section 204 of the companies act, 2013 Company engaged Mr. Anshuman
Chaturvedi, Practising Company secretary Mumbai for conducting Audit for the Financial
Year 2016-17. Mr. Anshuman Chaturvedi has issued Secretarial Audit Report. The report of
the Secretarial Auditor for the FY 2016-17 in the prescribed form MR-3 is annexed to this
report as Annexure 4 Cost audit/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
2016-17.
EMPLOYEE REMUNERATION
In view of the losses incurred by the Company, the Company has not paid remuneration to
any Director of the Company and there was no increase in the managerial remuneration of
Directors, KMP and Employees under Section 197 of the Companies Act, 2013. The percentage
increase in the salaries of employees and so also of managerial personnel and KMP in the
previous financial year and so also in the FY 2016-17 is Nil. There is no increment in the
previous financial year and also in FY 2016-17. The number of permanent employees on the
rolls of company – 140. The Company has in place remuneration policy and if any
remuneration will be paid it will be as per the remuneration policy of the company.
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 - NIL (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 bye-products of rice milling process (8%
of the total output). The Company has evolved the process to reduce the content of Nakku
(Broken Rice) in the Rice Bran.
ii. The Benefit derived like product improvement, cost reduction, product development
or import substitution.
iii. In case of imported technology (The Company has not imported any technology during
the last three financial years.)
iv. 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. 40 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.195.17 lakh (Prev. Yr.
Rs. 928.90 lakh) and the foreign exchange earnings on exports on FOB Basis were Rs. 5.17
lakh (Prev. Yr. Rs. 500.35 lakh).
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 extract of Annual Return as at March 31, 2017 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 judgements 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;
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 Companys employees for
their enormous personal efforts as well as their collective contribution. 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 |
|
Vinod Kumar Chaturvedi |
Ajay Prakash Arora |
| Place: Mumbai |
Managing Director & CFO |
Independent Director |
| Date: 30.05.2017 |
Din No. 00325197 |
DIN No. 01055020 |
+91-9892691696
