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Directors Report of Advanta Ltd.

Dec 31, 2014

Dear Members,

The Directors take pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the audited Financial Statements along with the Report of the Auditors for the financial year ended December 31, 2014.

Financial Performance

The financial highlights for the year under review are presented below: (in Lacs)

DESCRIPTION CONSOLIDATED STANDALONE

December, December, December, December, 31 2014 31 2013 31 2014 31 2013

Sales including other Income 151,905.20 126,256.24 10,387.14 11,172.01

Earnings before Interest, Tax & Depreciation and

Amortization 25,020.84 19,446.70 3,875.02 4,769.89

Profit before exceptional item, prior period adjustments and Tax 9,089.67 6,468.49 174.51 512.77

Exceptional Item (888.22) (1,668.96) - -

Prior period adjustments - - - -

Profit Before Tax 8,201.45 4,799.53 174.51 512.77

Profit / (Loss) After Tax (PAT) 8,353.88 4,448.71 (517.27) 464.79

Add: Balance brought forward from previous year 23,234.09 19,250.17 (2,959.59) (2,959.59)

Adjustment on account of amalgamation of subsidiary company - - - -

Surplus Available for Appropriations 31,587.97 23,698.88 (3,476.86) (2,494.80)

Appropriations:

Proposed Final Dividend Nil Nil Nil Nil

Tax on Dividend Nil Nil Nil Nil Transfer to General Reserve Nil Nil Nil Nil

Transfer to Debenture Redemption Reserve - 464.79 - 464.79

Balance Transferred to Balance Sheet 31,587.97 23,234.09 (3,476.86) (2,959.59)

Conversion rates as on 31st December, 2014

For Balance Sheet items For Statement of Profit & Loss (Closing Rate) (Average Rate)

1USD = 63.0350 61.1538

1AUD = 51.7202 54.8450

1EURO = 76.6316 80.9973

1THB = 1.9171 1.8775

1IDR = 0.0050 0.0051

1BRL = 23.7196 25.9834

1AED = 17.1614 16.6496

business overview/operations

Geographically, the Company has registered robust growth in all areas of its presence except in Thailand and Europe. Thailand suffered a severe nine month-long drought.

Besides, a change in the government policy on purchasing prices affected the liquidity of the farmers which adversely impacted corn planting, resulting in lower numbers for the Company. Europe slowed down due to uncertainty in the CIS region.

In the US, the Company''s strategy of transitioning from a private Label to a branded one has resulted in incremental growth in the sorghum business. The Company has done excellent business in Mexico this year predominantly in Sorghum.

India also achieved creditable numbers as the Company''s forage business enjoyed a strong competitive position in some important markets. Some of its crops have emerged as trademarks thereby positioning the Company as a favoured choice among its customers.

PAC-740 hybrid is gaining a lot of popularity in the rain-fed markets of India for its wide adaptability and grain colour. Hybrid rice — a legacy crop of Advanta is gaining its due share in the Eastern and Northern markets.

With the vision of increasing productivity and net income of the Indian Vegetable farmers, UPL - Advanta group, with its flagship brand, Golden Seeds, is one of the major players of the Indian Vegetable Seed Industry. From a turnover point of view it is among the top 6 players in the industry. It has a dominant market share in tropical cauliflower, beet root, peas and is geared up to take a quantum leap in the high- value segment of okra with the introduction of novel hybrids.

Business from Europe remained subdued primarily due to political crisis in Ukraine. However, the Company has received many products registrations across European countries, not only for sunflower but also sorghum. This should help the Company strengthen its position in Europe and de-risk its business from a dependence on a single crop as well as geography.

In Asia, we have doubled our volumes in the newly opened markets of Vietnam and grown in Indonesia despite supply chain limitations. Our dominance in the fresh corn segment in SE Asia continued in 2014. We work very closely with the provincial governments and developmental agencies in different PPP projects to improve farm productivity and farm incomes of small and marginal farmers in Asia.

In Africa, grain sorghum has shown a significant revenue growth of 26%. Our cutting edge hybrids have yielded 2 to 2.5 times more compared to the local varieties. This crop has one of the largest acreages in Africa and Advanta can provide Seed and Agronomic solutions to improve the yields significantly. We are working closely with various African Governments for developing this crop. Canola in the Middle East and Africa, the other important crop for this geography in which we have a leading position, has been a significant contributor to our revenue and margin growth in 2014.

FUTURE OUTLOOK / PROSPECTS

Your company with vast experience in seed production of major agricultural crops backed by a very strong in-house R&D program for crops corn, sorghum, sunflower, rice and several vegetable crops nurtured a competitive edge in seed and agribusiness.

Advanta has a great opportunity to develop its growth strategy through a combination of internally driven factors and external dynamics that have taken place in the industry today.

We will continue to focus and develop collaboration to capture wider set of resources and leverage on a particular market expertise. Also, in our specialty projects we will focus on developing those commercial partnerships, synergizing the Advanta''s and its partners capabilities throughout the integrated value chain.

The US: In the US, due to the transitioning from a private label to a branded one in sorghum growth is expected to continue. This will be complemented by the launch of new products from the R&D pipeline in the coming years.

India: India will be one of the major growth areas in the next five years or so. Corn, forage and some of the rapeseed business is going to grow in India and we believe that we have been capturing most of the opportunities because of our business structure and the way we enter the market.

UPL - Advanta after its transformation, has just started the new growth story within and outside the organization. With sound professional teams in place, we are all set to capture high market share and are striving to have our place in the top three vegetable seed companies of India. Our vegetable research strategy is focused on in-house breeding for tomato, okra, eggplant, hot pepper, cauliflower, gourds, watermelon and sweetcorn; and the rest through strategic tie-ups, to capture high market shares in okra, tropical corn and pepper.

Europe. The Company possesses a strong product portfolio comprising high oleic, high stearic sunflowers which position it perfectly to carve out a meaningful share over the years. Additionally, the Company is working to establish a strong presence in Russia and Romania. Further, the Company expects to get some of its most important products registered in early 2015 which should help augment sales.

Asia: Our cutting-edge research and technology development will continue to help in maintaining leadership position in South East Asia i.e., Thailand. Our focus markets beyond Thailand would be Vietnam and Indonesia where we have been growing rapidly and investing in supply chain and market development.

South Asia: Bangladesh and Sri Lanka are the other corn markets where we would continue to defend our leadership position.

Africa: This is expected to be an important growth area as Africa stands on the threshold of an agricultural revolution. The Company is working to realign its product portfolio to suit the agricultural and geographical factors.

Key crops and offerings for Africa include sorghum, sunflower, corn (white & yellow), canola, forages, rice and vegetables. The robust technology development process should enable us to expand rapidly across Africa.

Rest of the world The Company expects Australia and Argentina among other developing nations to emerge as important growth drivers in the coming years.

MODERNISATION / EXPANSION PROJECTS

We continue to evaluate the capacity and plant requirements as the business continues to develop. During 2014, the following projects were undertaken:

Dust extraction and upgradation of control, Corn sizing in processing facility, Australia

Installation of automatic bag placer in processing facility, Thailand

Upgradation and expansion of parent seed processing and warehousing facility in India

We have taken up numerous negotiations and found suitable partners to assist in capacity expansion. We have also developed four year plan for upgradation and expansion of our projects.

We are evaluating IT systems to assist in development of supply chain management system to improve planning, production and inventory management.

RESEARCH & DEVELOPMENT

Advanta believes that innovation is the cornerstone of sustainable development in any corporate structure and a holistic means of ushering it is through continuous investment in research and development.

The Company invests about 10% of its revenues into its R&D programmes in select areas which represent important growth opportunities. Considering the efforts of its R&D team, the Company expects new product launches in sorghum, canola, corn and sunflower.

The Company has strong products in the pipeline in India for the coming years. For this, the team is running extensive

trials to assure the farmer of their performance. In addition to trials, the team is creating a management package for the growers - "here is the new hybrid, this is the agronomic management you need to put in place in order to get the best of this hybrid''. With this package, the Company hopes to increase product acceptability among the farmers.

The R&D team focuses solely on products and regions with considerable scope and not populated by bigger players, allowing the Company to play to its strengths and expand in selected areas.

DIVIDEND

The Board of Directors do not recommend any Dividend in view of the loss for the Financial Year ended 31st December 2014.

SUBSIDIARIES

As on date, your Company has three direct subsidiaries: Advanta Holdings BV - Netherlands; Advanta Seed International - Mauritius; PT Advanta Seeds Indonesia - Indonesia and ten step-down subsidiaries: Advanta US Inc. - USA; Advanta Netherlands Holdings BV - Netherlands; Advanta Comercio De Sementas Ltda - Brazil; Advanta Seeds Pty. Ltd. - Australia; Advanta Semillas, SAIC - Argentina; Advanta (BVI) Ltd. - British Virgin Islands; Long Reach Plant Breeders Management Pty. Ltd. - Australia; Pacific Seeds (Thai) Ltd. - Thailand; Pacific Seeds Holding (Thailand) Ltd - Thailand; Advanta Seeds JLT - Dubai.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, your Company, being the Holding Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss and other documents of its subsidiaries along with its Balance Sheet.

In this regard, it may be noted that pursuant to the directions issued by the MCA, vide General Circular No.2/ 2011, Dt. 8th February, 2011, general exemption has been granted to the Companies from complying with the provisions of Section 212 of the Companies Act, 1956 in respect of their subsidiaries. This implies that your Company, being the Holding Company need not attach the Balance Sheet, Statement of Profit and Loss etc., of its subsidiaries subject to compliance of certain conditions attached with the said exemption.

In view of the compliance of said conditions, audited consolidated financial statements for the year ended 31st December, 2014, prepared in compliance with applicable Accounting Standards are attached herewith.

Further, your Company undertakes that the Annual Accounts of the subsidiary companies and the related detailed information will be made available to its shareholders and to the shareholders of its subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary companies are also available for inspection by any shareholder at its head office and that of the concerned subsidiary companies.

Further, Statement as required under Section 212 in respect of Subsidiaries is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and with reference to Clause 32 of the Listing Agreement, the Audited Consolidated Financial Statements forms part of the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement is annexed hereto.

NON-CONVERTIBLE DEBENTURES

The outstanding amount of Non-Convertible Debentures as on 31st December 2014 is H162 crores comprising 1620 Unsecured Non-Convertible Debentures of H10,00,000 each.

ISSUE OF SHARES - ESOP

During the year under review, the paid-up share capital of the Company has increased from H1686.85 lacs divided into 84,342,325 equity shares of H2 each to H1687.42 lacs divided into 84,371,095 equity shares of H2 each consequent to the allotment of 28,770 equity shares of H2 each to employees upon exercise of options under Employee Stock Option and Shares Plan - 2006.

The particulars of shares allotted during the FY ended 31st December, 2014 are as follows:

Date of Allotment Name of the No. of Shares Date of Listing Allottee BSE NSE

30.01.2014 Mr. V.R. Kaundinya 4,035

Dr. M. Narasimham 75 14.02.2014 17.02.2014

Dr. Krishna Prasad 4,125

29.04.2014 Mr. V. Ameya Nayak Salatry 4,125 20.05.2014 19.05.2014

25.07.2014 Mr. Venkatram Vasantavada 4,125 25.08.2014 18.08.2014

31.10.2014 Mr. Venkatram Vasantavada 4,125

Mr. V.R. Kaundinya 4,035 20.11.2014 20.11.2014

Dr. Krishna Prasad 4,125

Total 28,770

FOREIGN CuRRENCY CONVERTIBLE BONDS

In July 2011, the Company had issued USD 50,000,000 Floating Rate Guaranteed Convertible Bonds due 2016 Convertible into Ordinary Shares or Global Depository Shares representing Ordinary Shares of the Company.

The said bonds are listed at Singapore Exchange Limited. These bonds are convertible into Ordinary Shares or Global Depositary Shares (GDSs) representing Equity Shares of Advanta Limited at the option of the bondholder(s).

If the bondholder(s) opt for conversion into Ordinary Shares, the equity capital of the Company will increase by an amount of H79,444,210 comprising of 39,722,105 equity shares of H2 each.

During the year under review, the Company has made necessary arrangements and appointed the required

intermediaries in order to enable the Company to issue Global Depositary Receipts (GDRs), in case the bondholders opts to convert the FCCBs into GDRs. The said GDRs will be listed on Singapore Exchange and the said Exchange has in- principally approved the listing of upto 40,000,000 Global Depositary Shares representing 40,000,000 equity shares of the Company.

During the year under review, the Company has not received any conversion notice from the FCCB holders.

Additional information, such as the total bonds issued, bonds converted, expected number of shares to be allotted in respect of outstanding FCCBs is given in detail in Corporate Governance Report.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

DIRECTORS/MANAGER

During the year, the following changes took place in the Board of your Company:

Appointment of Mr. Arun C Ashar as Additional Director & subsequently as Whole-Time Director for a period of 3 years w.e.f. 22nd March, 2014.

Appointment of Ambassador Deepak Vohra as an Independent Director w.e.f. 22nd March, 2014.

Resignation of Mr. Arun C Ashar from the office of Director as well as Whole-Time Director w.e.f. 30th September, 2014.

Appointment of Mr. Venkatram Vasantavada as Additional Director and subsequently as Whole-Time Director for a period of 3 years w.e.f. 1st November, 2014.

Appointment of Mr. Hardeep Singh, Mr. Vinod Sethi, Dr. Vasant P Gandhi and Ambassador Deepak Vohra as Independent Directors for a period of 5 years w.e.f. 1st January, 2015.

Further, Mr. Manoj Gupta resigned from the office of Manager w.e.f. 22nd March, 2014.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Jaidev R Shroff, Chairman and Non-Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

Brief profile of Mr. Jaidev R Shroff as required under Clause 49(VMI)(E) of the Listing Agreement is provided in the Notice, attached hereto.

AUDITORS AND AUDITORS REPORT

M/s. S.R. Batliboi and Associates LLP, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing AGM. However, being eligible for re-appointment, they have offered themselves for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and as recommended by the Audit Committee it is proposed to re-appoint M/s. S.R.Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors of the Company to hold office as such from the conclusion of this AGM till the conclusion of next AGM.

The Statutory Auditors have confirmed that their appointment, if made, will be in accordance with the provisions of Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

Statutory Auditors of the Company, vide their Report on Consolidated Financial Statements, have qualified their Report about "recognition of deferred tax assets" with respect to the subsidiary companies i.e., Longreach Plant Breeders Management Pty. Ltd., Advanta Holdings BV, Advanta Comercio De Sementes Ltda., PT Advanta Seeds Indonesia, Advanta Semillas SAIC, Pacific Seeds Holdings (Thailand) Ltd., stating that there is no virtual certainity as required by Accounting Standard (AS) 22, ''Accounting for Taxes on Income'' read with General Circular 8/2014 dated April 4, 2014 issued by the Ministry of Corporate Affairs.

In this regard, your attention is invited to Note No. 33 of Notes to Consolidated Financial Statements on recognition of deferred taxes containing management''s opinion that the said unused losses can be utilized.

Auditors of the Company, vide their Report on Consolidated Financial Statements have qualified their Report about the "recognition of MAT Credit entitlement" with respect to Advanta Semillas SAIC stating that there is no convincing evidence as required by guidance note on "Accounting for credit available in respect of Minimum alternate Tax under the Income-tax Act, 1961" issued by "The Institute of Chartered Accountants of India".

In this regard, your attention is invited to Note No. 33 of Notes to Consolidated Financial Statements on MAT credit containing management''s opinion that the said MAT credit can be utilized.

COST AUDIT

The members may note that by virtue of Order No. F.No. 52/26/CAB-2010, dated 6th November 2012, issued by the Ministry of Corporate Affairs, your Company has been generally directed to get its cost accounting records in respect of FY commencing on 1st day of January 2014, audited by a practicing Cost Accountant.

In view of the aforesaid, the Board of Directors appointed M/s. MPR & Associates, Cost Accountants, as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company for the Financial Year ending 31st December, 2014.

However, your Company has not appointed the Cost Auditor for FY 2015 since the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014 are not attracted.

SECRETARIAL AUDIT

The Company has appointed M/s. PS. Rao & Associates, Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the FY ended 31st December, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

i. That in the preparation of accounts for the year ended December 31, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii. That such accounting policies have been selected and been applied consistently and judgments and estimates been made 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 of the Company for that period.

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

iv. That the annual accounts for the year ended 31st December, 2014 have been prepared on a going concern basis.

VIGIL MECHANISM

The Company has established vigil mechanism and adopted whistle blower policy for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

The details of such mechanism is communicated to all the directors and employees and is also disclosed on the website of the Company www.advantaseeds.com.

REMuNERATION POLICY

The Company has adopted a policy relating to the remuneration for the directors, key managerial personnel and other employees and copy of the policy has been placed on the website of the Company www.advantaseeds.com.

COMPOSITION OF AUDIT COMMITTEE

Audit Committee of the Company comprises three independent directors:

Mr. Vinod Sethi, Independent Director - Chairman

Mr. Vikram R. Shroff, Non-Executive Director - Member

Dr. Vasant P. Gandhi, Independent Director - Member

Mr. Hardeep Singh, Independent Director - Member

CORPORATE Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility Committee has been constituted under the Chairmanship of Mr. Vikram R. Shroff, Director, consisting of the following members:

Mr. Hardeep Singh - Independent Director

Mr. Vinod Sethi - Independent Director

Ambassador Deepak Vohra - Independent Director

Mr. Claudio Torres - Global CEO

Mr. Manoj Gupta - Global CFO

The Company has adopted a Corporate Social Responsibility Policy indicating the activities to be undertaken by the company.

During the year under review, the Company has conducted various CSR programs in the areas of promoting education and environment sustainability. The report on CSR activities for FY 2014 is enclosed as Annexure - A

MANAGEMENT DISCuSSION AND ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is enclosed as Annexure - B to this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OuTGO

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are provided in Annexure - C, which forms part of this report.

PERSONNEL

The relationship with the employees at different levels in the Company remained cordial throughout the year. Your Directors place their appreciation for the contribution made by all the employees of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report.

However, in pursuance of section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the shareholders of the company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company and all the employments are contractual in nature.

EMPLOYEES STOCK OPTION PLANS

(i) Advanta India Limited Employees Stock Option and Shares Plan - 2006

The Advanta India Limited Employees Stock Option and Shares Plan - 2006 (''ESOPs'') approved by the shareholders on 20th September, 2006 is in force. In accordance with the said Plan, the Company reserved 840,000 Equity Shares of H2/- each (originally 168,000 shares of H10/- each) to be issued to its employees and to the employees of its subsidiaries on one to one basis at an exercise price of H57/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of such options is conditional upon the employee''s tenor and upon the Company meeting annual performance benchmarks based on parameters set by the Nomination and Remuneration Committee.

The disclosures with regard to the said Plan are enclosed as Annexure - D to this Report.

(ii) Advanta Employee Stock Option Plan - 2013

The Advanta Employee Stock Option Plan - 2013 was approved by the shareholders on 3rd December, 2013 by way of postal ballot and is in force. In accordance with the said Plan, the Company reserved 1,300,000 options to be issued to such eligible employees of the Company and also to that of its subsidiaries as may be decided by the Nomination and Remuneration Committee from time to time, which if exercised would give rise to equal number of shares of H2 each.

The disclosures with regard to the said Plan are enclosed as Annexure - D to this Report.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of corporate governance and it aspires to benchmark itself with best international practices in this regard.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company together with a certificate from a Company Secretary in practice confirming compliance is annexed as part of the Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has adopted Code of Conduct for prevention of Insider Trading and the same is in force.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There is no default in payment of Annual listing fees.

DEMATERIALISATION OF SHARES

The entire paid up equity share capital of the Company (except 10 shares) is held in dematerialized form as on 31st December, 2014.

ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the valuable support and co-operation extended by customers, investors, lenders, business associates, banks, financial institutions, various statutory authorities and society at large. We also thank the Governments of various countries where we have operations and particularly the Ministry of Agriculture, Govt. of India.

Your Directors also place on record their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

For and on behalf of the Board of Advanta Limited

Place: Mumbai Jaidev R. Shroff Date: February 02, 2015 Chairman


Dec 31, 2013

Dear members,

The Directors take pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the audited Financial Statements and the Report of the Auditors for the financial year ended December 31, 2013.

FINANCIAL PERFORMANCE

The financial highlights for the year under review are presented below:

(Rs. in Lakhs) Consolidated Stand Alone Description December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012

Sales including other Income 126,256.24 107,299.46 11,172.01 12,753.84

Earnings before Interest, Tax & Depreciation 19,446.70 17,287.77 4,769.89 5,013.54 and Amortization

Profit before exceptional item, prior period 6,468.49 7,250.63 512.77 589.59 adjustments and Tax

Exceptional Item (1,668.96) (470.42) - (470.42)

Prior period adjustments - - - -

Profit Before Tax 4,799.53 6,780.21 512.77 119.17

Profit / (Loss) After Tax (PAT) 4,448.71 5,936.27 464.79 294.17

Add: Balance brought forward from previous year 19,250.17 13,464.60 (2,959.59) (2,780.57)

Adjustment on account of amalgamation of - 143.47 - (179.02) subsidiary company

Surplus Available for Appropriations 23,698.88 19,544.34 (2,494.80) (2,665.42)

Appropriations:

Proposed Final Dividend Nil Nil Nil Nil

Tax on Dividend Nil Nil Nil Nil

Transfer to General Reserve Nil Nil Nil Nil

Transfer to Debenture Redemption Reserve 464.79 294.17 464.79 294.17

Balance Transferred to Balance Sheet 23,234.09 19,250.17 (2,959.59) (2,959.59)

Conversion Rates as on 31st December 2013:

For Balance Sheet items For Profit & Loss Account (Average Rate ) (Closing Rate)

1USD = Rs. 61.8150 Rs. 58.4050

1AUD = Rs. 55.0957 Rs. 56.0710

1EURO = Rs. 85.1223 Rs. 78.8263

1THB = Rs. 1.8858 Rs. 1.8418

1IDR = Rs. 0.00508 Rs. 0.00539

1BRL = Rs. 26.1695 Rs. 26.5146

BUSINESS OVERVIEW / OPERATIONS

The business in the International Markets has shown a very impressive growth. South East Asia and North Latin America have provided the base for this growth. During the year, we got our products registered and have started the commercial operations in Europe. Thailand has been an outstanding success this year, backed by very good supply position of our corn production. USA again produced excellent results which is backed by focus, value capture and development of branded business in USA and Mexico.

Corn and Sweet Corn have produced excellent growth of 70% and 55% respectively. Sorghum (22% growth) and Sunflower (27% growth) also had a very good year.

Longreach program has produced high quality wheat varieties which has increased our market share. This project looks very promising now and is likely to breakeven in 2014. Our forages like Nutrifeed and Sugargraze have got excellent response in the Indian market.

Canola which was the most successful crop for us in 2012, had a poor year particularly in Australia, due to reduction in planting acreages. This resulted in a reduction of 32% in our canola business in Australia. In addition to this, we faced certain seed performance related issues with one hybrid of canola in certain parts of Australia which highlighted the need for improving the seed quality assurance processes in canola. We have paid highest attention to this area and corrected the situation. We have also recruited a global quality lead who is entrusted with the job of improving quality processes in all our units. We are sure to see few big changes in the immediate future.

During the year, the first Nutrisun order was executed. However, we still need to progress the research activity to improve the seed and crop production economics.

FUTURE OUTLOOK / PROSPECTS

Advanta endeavors to breed improved hybrid varieties of field (rice, cotton, mustard, forage & grain sorghums, corn, sunflower and pearl millet) and vegetable (okra, hot pepper, brinjal, gourds) crops which will have the capacity to increase the productivity and profitability of farmers and help his crops to fight various pests and diseases and adverse weather conditions.

Investment in Agriculture R&D is the most effective way of ensuring food security and economic growth. The pressing need is for quality seed of varieties and hybrids that are not only high yielding but resilient to less input-water, fertilizers etc. Thus food security is interwoven with the seed security. Advanta''s R & D targeted its research for developing hybrids that excel in the market with quality assurance.

Your company with vast experience in seed production of major agricultural crops backed by a very strong in-house R&D program for crops sorghum, sunflower, rice and several vegetable crops nurtured a competitive edge in seed and agribusiness.

Advanta has a great opportunity to develop its growth strategy through a combination of internally driven factors and external dynamics that have taken place in the industry today.

From an internal perspective, the company has the inherent capacity to continue improving its efficiencies. From supply chain perspective, the company can leverage on its worldwide capacity and footprint to achieve a better cost position and from risk management perspective several strategies are being implemented to encase this important opportunity.

From R&D perspective, we will be developing even greater focus on our programs, to be able to gather resources in the most profitable projects that will bring a larger return.

We will continue to focus and develop collaboration to capture wider set of resources and leverage on a particular market expertise. Also, in our specialty projects we will focus on developing those commercial partnerships, synergizing the Advanta''s and its partners capabilities throughout the integrated value chain.

We are going to put in place a team of specialists to focus on the defi nition of the next round of strategic investment allocations to develop next generation products in the markets and geographies that will have the larger capacity to return value to our stakeholders.

We will focus on our growth in our core crops and the geographies with higher adaptability and acceptance to our products. Important growth areas will come from South America and Eastern Europe.

We do see a great potential for Sorghum penetrating as a clear solution for growers facing water availability constraints in other crops.

During the last several months we have undertaken various activities to improve our efficiencies in logistics and production capabilities to be able to benefit from a better cost position without jeopardizing our commitment to quality. Some of these events have resulted in higher cost impact in the current season, however the benefit will be felt over the next production cycles.

Finally it is important to highlight the excitement in our management team when we see the prospect of the new product that will be coming from our R&D engine in our actual core growth crops as well as some new business segments that we will be entering to compete.

MODERNIZATION / EXPANSION PROJECTS

We continue to evaluate the capacity and plant requirements as the business continues to develop. We have taken up numerous negotiations to find suitable partners to assist in capacity expansion.

We are evaluating IT systems to assist in development of supply chain management system to improve planning, production and inventory management. We have implemented a handheld production recording system in Thailand with a view to expand it''s adoption across the geographies.

RESEARCH & DEVELOPMENT

We continue to invest 10-12% of our revenues in research activity. This is essential to ensure a competitive future for the company.

Current commercial sorghum hybrids in Australia and Argentina are performing very well. New hybrid Scorpio in Australia promises to be the top new hybrid in the market. Commercial corn hybrids are doing well in Thai and Asian region. Programs in Brazil and Argentina are on track for launching new hybrids by 2015-2016. Sunflower hybrids in Argentina are performing very well. Released hybrids in EU are doing reasonably well. Next hybrid generation will include Orobanche resistance. Canola materials in Australia are also doing reasonably well. Long Reach has broken even in 2013. Varieties have started gaining market share and are promising to make it a profitable business very soon.

A new sorghum breeding program has been settled in Ethiopia which will work in parallel with the Indian program to develop sorghum for food consumption for the African and Asian markets.

First GMO events in sorghum (drought tolerance), rice (RR, drought T. and Bt) and tomato (virus tolerance) have been planted in the greenhouses for screening. GMO introgression team and facilities have been settled down in Brazil and backcrosses were started in Brazil for all Advanta tropical corn hybrids.

New SNP technology is running for sunflower, corn and sorghum. We have trained the breeders to enable them to apply MAS in their breeding programs in order to get a better genetic gain and speed up the process to market.

In the IT area we have implemented the electronic field data collection with Handhelds and start implementing a new breeding software (PRISM) which are expected to speed up the decision taken time and accuracy of information.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors do not recommend any Dividend for the Financial Year ended 31st December, 2013 in view of the inadequate profits during the said year. Owing to the said reason, it is not proposed to transfer any amount to General Reserve.

Pursuant to the provisions of the Companies Act, 1956, the Company shall create a Debenture Redemption Reserve Account for redemption of its debentures and adequate amounts shall be transferred to the said Account, out of its profits every year, until such debentures are redeemed fully.

In compliance with the aforesaid provisions, the Company has transferred an amount of Rs.464.79 lacs to the Debenture Redemption Reserve, being the available surplus profit for the year ended 31st December, 2013.

SUBSIDIARIES

As on date, your Company has three direct subsidiaries: Advanta Holdings BV Netherlands; Advanta Seed International Mauritius; PT Advanta Seeds Indonesia - Indonesia and ten step-down subsidiaries: Advanta US Inc. USA; Advanta Netherlands Holdings BV Netherlands; Advanta Commercio De Sementas LTDA Brazil; Pacifi c Seeds Pty. Ltd. Australia; Advanta Semillas SAIC Argentina; Advanta (BVI) Ltd. - British Virgin Islands; Long Reach Plant Breeders Management Pty. Ltd. Australia; Pacifi c Seeds (Thai) Ltd. Thailand; Pacific Seeds Holding (Thailand) Ltd Thailand; Advanta Seeds JLT Dubai.

During the year under review, Advanta Seed International, Mauritius, has incorporated a subsidiary in Dubai under the name of ''Advanta Seeds JLT''.

Due to nil operations in Advanta Seeds Limited since its incorporation, the Board of Directors of the said Company resolved to close the Company and made an application under the Fast Track Exit Scheme, to the Registrar of Companies, Mumbai for striking off the name of the Company from the Register of Companies maintained by the Registrar of Companies. Accordingly, the name of the Company has been struck off from the Register of Companies.

During the year under review, Advanta Finance BV Netherlands and Advanta International BV Netherlands have been merged with Advanta Holdings BV, Netherlands.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, your Company, being the Holding Company is required to attach the Directors'' Report, Balance Sheet and Statement of Profit and Loss and other documents of its subsidiaries along with its Balance Sheet.

In this regard, it may be noted that pursuant to the directions issued by the MCA, vide General Circular No.2/ 2011, Dt.8th February, 2011, general exemption has been granted to the Companies from complying with the provisions of Section 212 of the Companies Act, 1956 in respect of their subsidiaries. This implies that your Company, being the Holding Company need not attach the Balance Sheet, Statement of Profit and Loss, etc., of its subsidiaries subject to compliance of certain conditions attached with the said exemption.

In view of the compliance of said conditions, audited consolidated financial statements for the year ended 31st December, 2013, prepared in compliance with applicable Accounting Standards are attached herewith.

Further, your Company undertakes that the Annual Accounts of the Subsidiary companies and the related detailed information will be made available to its shareholders and to the shareholders of its subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the Subsidiary companies shall also be kept for inspection by any shareholder at its head office and that of the concerned subsidiary companies.

Further, Statement as required under Section 212 in respect of Subsidiaries is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and with reference to Clause 32 of the Listing Agreement, your Directors present the Audited Consolidated Financial Statements in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement entered into by the Company with the Stock Exchanges is annexed hereto.

NON-CONVERTIBLE DEBENTURES

The outstanding amount of Non-Convertible Debentures as on 31st December 2013 is Rs.162 crores comprising 1620 Unsecured Non-Convertible Debentures of Rs.10,00,000 each.

CHANGE OF NAME

As proposed and approved in the previous AGM held on 5th June 2013, the name of your Company has been changed from Advanta India Limited to Advanta Limited. The fresh Certificate of Incorporation consequent upon change of name of the Company has been issued by the Registrar of Companies, A.P. on 28th June 2013.

SUB-DIVISION OF SHARES

As the members are aware, the nominal value of shares of the Company has been subdivided from Rs.10 per share to Rs.2 per share. The same has been intimated to ROC and the change has been affected in the Advanta scrip listed at BSE and NSE also. The equity shares of the Company are traded based on paid up value of Rs.2 per share.

ISSUE OF SHARES - ESOP

Consequent to the issue of 26,610 equity shares of Rs.2 each to employees upon exercise of options under Employee Stock Option and Shares Plan - 2006 of the Company, during the year under review, the paid-up share capital of the Company increased from Rs.1686.31 lacs divided into 84,315,715 equity shares of Rs.2 each to Rs.1686.85 lacs divided into 84,342,325 equity shares of Rs.2 each.

The particulars of shares allotted during the FY ended 31st December, 2013 are as follows:

Date of Listing

Date of Allotment Name of the Allottee No. of Date of listing Shares BSE NSE

26.04.2013 Pachok Pongpanich 6,470 03.06.2013 05.06.2013

15.07.2013 Jorge Moutous 20,140 13.08.2013 14.08.2013

Note: Number of shares has been adjusted in view of the subdivision of nominal value of equity shares from Rs.10 per share toRs.2 per share.

FOREIGN CURRENCY CONVERTIBLE BONDS

In July 2011, the Company had issued USD 50,000,000 Floating Rate Guaranteed Convertible Bonds due 2016 Convertible into Ordinary Shares or Global Depository Shares representing Ordinary Shares of the Company.

The said bonds are listed at Singapore Exchange Limited. If the bondholder(s) opt for conversion, the equity capital of the Company will increase by an amount of Rs.79,444,210 comprising of 39,722,105 equity shares of Rs.2 each.

During the year under review, the Company has not received any conversion notice from the FCCB holders.

Additional information, such as the total bonds issued, bonds converted, expected number of shares to be allotted in respect of outstanding FCCBs is given in detail in Corporate Governance Report.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, during the year under review.

DIRECTORS / MANAGER

Mr. V.R. Kaundinya resigned from the office of Managing Director w.e.f. 31st December 2013, however he continues to hold the office of Non-Executive Director on the Board of the Company.

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Hardeep Singh and Dr. Vasant Prakash Gandhi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the said Directors as required under Clause 49(IV)(G) of the Listing Agreement is provided in the Notice, attached hereto. The Board of Directors recommends the same for your approval in the ensuing AGM.

AUDITORS AND AUDITORS REPORT

M/s. S.R. Batliboi and Associates LLP, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing AGM. However, being eligible for re-appointment, they have offered themselves for re-appointment. As recommended by the Audit Committee, the Board of Directors propose the appointment of M/s. S.R.Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors for the financial year 2014.

The Statutory Auditors have confirmed that their appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

Statutory Auditors of the Company, vide their Report on Consolidated Financial Statements, have qualified their Report about "recognition of deferred tax assets" with respect to the subsidiary companies i.e. Pacific Seeds Holdings (Thailand) Ltd., Long reach Plant Breeders Management Pty. Ltd., PT Advanta Seeds Indonesia, Advanta Comercio De Sementes Ltda., Advanta Holdings BV and Advanta Semillas SAIC, stating that there is no virtual certainty as required by Accounting Standard (AS) 22, ''Accounting for Taxes on Income'' to indicate that it is probable that the said companies will have sufficient taxable profits against which such deferred tax assets can be utilized.

In this regard, your attention is invited to Note No. 37 of Notes to Consolidated Accounts on recognition of deferred taxes containing management''s opinion that the said unused losses can be utilized.

Auditors of the Company, vide their Report on Consolidated Financial Statements have qualified their Report about the "recognition of MAT Credit entitlement" in respect of Advanta Semillas SAIC, Argentina, subsidiary company. Your attention is invited to Note No. 37 wherein the management explained its view that the said MAT credit can be utilized.

COST AUDIT

The members may note that by virtue of Order No. F.No. 52/26/CAB-2010, dated 6th November, 2012, issued by the Ministry of Corporate Affairs, your Company has been generally directed to get its cost accounting records in respect of FY commencing on 1st day of January 2013, audited by a practicing Cost Accountant.

In view of the aforesaid, the Board of Directors has re-appointed M/s. MPR & Associates, Cost Accountants, as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company for the Financial Year ending 31st December, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by the Directors, they make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

i. That in the preparation of accounts for the year ended December 31, 2013, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii. That the directors had selected such accounting policies and applied them consistently and made the 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 of the Company for that period.

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

iv. That the Directors had prepared annual accounts for the year ended 31st December, 2013 on a going concern basis.

QUALITY

Quality first! True progress lies in enhancing the quality of life of farmers and making their future better. In line with this thought, we have reinforced our focus on quality what it means to us and how we can achieve higher quality in our processes, product development and people management.

Advanta has striven for and successfully created a participatory approach in its regional / country / location specific farming practices by partnering with farmers / local communities and leveraging on growing awareness levels of farmers on access to better inputs, infrastructure and emerging agronomic / management practices for better yields.

In Research, Marketing and Sales, we have been moving from strength to strength in line with the strategies laid out on New Product Development, Go to Market and Customer Satisfaction.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is furnished as Annexure - A to this Report.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are provided in Annexure B which forms part of this report.

PERSONNEL

The relationship with all employees and workers at all levels of the Company remained very cordial throughout the year. Your Directors place their appreciation for the contribution made by all the employees of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However in pursuance of section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the shareholders of the company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company and all the employments are contractual in nature.

EMPLOYEES STOCK OPTION SCHEMES

(i) Advanta India Limited Employees Stock Option and Shares Plan - 2006

The Advanta India Limited Employees Stock Option and Shares Plan - 2006 (''ESOPs) approved by the shareholders on 20th September, 2006 is in force. In accordance with the said Plan, the Company reserved 840,000 Equity Shares of Rs.2/- each (originally 168,000 shares of Rs.10/- each) to be issued to its employees and to the employees of its subsidiaries on one to one basis at an exercise price of Rs.57/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of such options is conditional upon the employee''s tenor and upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee.

The disclosures as required under Clause 12 & 19 of SEBI (Employees Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure C to this Report.

(ii) Advanta Employee Stock Option Plan 2013

During the Financial Year 2013, the Company introduced another Employee Stock Option Plan under the captioned title, upon obtaining approval by the shareholders through Postal Ballot process.

Under the said Plan, a maximum of 1,300,000 options have been reserved to be issued to such eligible employees of the Company and also to that of its subsidiaries as may be decided by the Remuneration Committee from time to time, which if exercised would give rise to equal number of shares of Rs.2 each.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of corporate governance and it aspires to benchmark itself with best international practices in this regard.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company together with a certificate from a Company Secretary in practice confirming compliance is annexed as part of the Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has adopted Code of Conduct for prevention of Insider Trading and the same is in force.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There is no default in payment of Annual listing fees.

DEMATERIALISATION OF SHARES

The entire paid up equity share capital of the Company (except 10 shares) is held in dematerialized form as on 31st December 2013.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, banks, financial institutions, various statutory authorities and society at large.

Your Directors also place on record their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels. For and on behalf of the Board of

Advanta Limited

Place : Dubai Jaidev R. Shroff

Date : 30.01.2014 Chairman


Dec 31, 2012

The Board of Directors are pleased to present the 19th Annual Report of the Company together with the Audited Statement of Accounts, Auditors'' Report and the report on business and operations of the Company for the financial year ended 31st December 2012.

FINANCIAL PERFORMANCE

The financial highlights for the year under review are presented below:

(Rs. in Lacs)

Consolidated Stand Alone Description 31-Dec-2012 31-Dec-2011 31-Dec-20 31-Dec-2011

Sales Including other Income 107,299.46 95,214.92 12,946.75 17,044.22

Earnings Before interest, Tax & Depreciation and 17,287.77 13,584.90 5013.54 7,315.10 Amortization

Profit before exceptional item, prior period adjustments 7,250.63 2,679.24 589.59 1,593.66 and Tax

Exceptional Item (470.42) (238.24) (470.42) -

Prior period adjustments - (62.95) - -

Profit Before Tax 6,780.21 2,378.05 119.17 1,593.66

Profit / (Loss) After Tax (PAT) 5,936.27 1,229.05 294.17 1,418.66

Add: Balance brought forward from previous Year 13,464.60 13,654.21 (2,780.57) (2,780.57)

Adjustment on account of amalgamation of subsidiary 143.47 - (179.02) - company

Surplus Available for Appropriations 19,544.34 14,883.26 (2,665.42) (1,361.91)

Appropriations:

Proposed Final Dividend Nil Nil Nil Nil

Tax on Dividend Nil Nil Nil Nil

Transfer to General Reserve Nil Nil Nil Nil

Transfer to Debenture Redemption Reserve 294.17 1,418.66 294.17 1,418.66

Balance Transferred to Balance Sheet 19,250.17 13,464.60 (2,959.59) (2,780.57)

Conversion rates as on 31st December, 2012:

For Balance Sheet items (Closing Rate) [For Profit & Loss Account (Average Rate)

1 USD = Rs. 54.9950 Rs. 54.0500

1AUD = Rs. 57.0463 Rs. 55.5191

1 EURO = Rs. 72.5302 Rs. 70.6148

1THB = Rs. 1.7978 Rs. 1.7403

11DR = Rs. 0.00571 Rs. 0.00578

1BRL = Rs. 26.8596 Rs. 27.6617

BUSINESS OVERVIEW/OPERATIONS

We have seen an excellent growth of 21% in the International business of the company during this year. We adopted a new business model in India under which UPL has been given the rights to produce and sell our seeds and in turn UPL shall make royalty payment to our Company as a certain percentage on sale. This change has helped to smoothen the operations and the results are encouraging.

Canola crop in Australia performed the best during this year riding on the success of the varieties and the TT technology. Canola showed a 76% growth at the global level. Long reach varieties have gained share in the wheat markets of Australia based on superior performance. Corn seed production suffered due to bad weather in Thailand, adversely affecting the availability in various markets. But still corn recorded a good growth of 11% over the last year. The other crops performed well.

FUTURE OUTLOOK / PROSPECTS

The future outlook of this business looks very bright. In 2013, the business environment is expected to be favorable in view of the high commodity prices in corn, sorghum and oilseeds. Our International business, particularly in Europe, SE Asia and Latin America is poised for a big growth in 2013. Few of the investments which we have been making in research and market development are expected to start paying off from 2013 onwards. We have positioned ourselves for a good growth by producing adequate amount of seed to meet the planned growth in 2013. During 2012, we have launched GM corn in Philippines and Brazil which is expected to ramp up in 2013. However, all our plans are subject to favorable weather in all our operating countries.

MODERNISATION / EXPANSION PROJECTS

We are in the process of modernizing our plants in Thailand and Argentina. Because of the continuous growth in our business, the capacities of our plants are being completely utilized in all the countries. We are reviewing these capacities and will be taking actions soon to upgrade all the facilities to suit the medium term business plans.

We are also investing in various market development activities in emerging markets like SE Asia and Africa. These investments have long gestation period.

RESEARCH & DEVELOPMENT

We continue to invest 10% to 11% of our revenues in research activity. This is essential to ensure a good future for the company. The investments in long gestations projects like Nutrisun and Long reach have started to show results in 2012. We have seen Nutrisun getting its first big order in this year which will be executed in 2013. This will make this project break even in 2013. Similarly Long reach varieties have started gaining market share and are promising to make it a profitable business very soon. We have invested in a SNP machine in Argentina which should increase the speed and the precision of our breeding activities with the use of SNP markers. We have invested more in the breeding programmes in France and Brazil during this year.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors do not recommend any Dividend for the Financial Year ended 31st December, 2012 in view of inadequate Profits during the said year. Owing to the said reason, it is not proposed to transfer any amount to General Reserve Account.

Pursuant to the provisions of the Companies Act, 1956, the Company shall create a debenture redemption reserve Account for redemption of its debentures and adequate amounts shall be transferred to the said Account, out of its profits every year, until such debentures are redeemed fully.

In compliance with the aforesaid provisions, the Company has transferred an amount of Rs. 294.17 lacs to the debenture redemption reserve, being the available surplus profit for the year ended 31st December 2012.

SUBSIDIARIES

As on date, your Company has four direct subsidiaries: Advanta Seeds Limited - India; Advanta Holdings B.V. - Netherlands; Advanta Seed International - Mauritius; PT Advanta Seeds Indonesia - Indonesia and eleven step-down subsidiaries: Advanta US Inc. - USA; Advanta Netherlands Holdings B.V. - Netherlands; Advanta Finance B.V. - Netherlands; Advanta International B.V. - Netherlands; Pacific Seeds Holding (Thailand) Ltd - Thailand; Advanta Commercio De Sementas LTDA - Brazil; Pacific Seeds Pty. Ltd. - Australia; Advanta Semillas, SAIC - Argentina; Pacific Seeds (Thai) Ltd. - Thailand; Long Reach Plant Breeders Management Pty. Ltd. - Australia; Advanta (B.V.I) Ltd.- British Virgin Islands.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, your Company, being the Holding Company, is required to attach the Directors'' Report, Balance Sheet, and Profit and Loss account and other documents of its subsidiaries along with its Balance Sheet.

In this regard, it may be noted that pursuant to the directions issued by the MCA, vide General Circular No.2/ 2011, Dt.8th February, 2011, general exemption has been granted to the Companies from complying with the provisions of Section 212 of the Companies Act, 1956 in respect of their subsidiaries. This implies that your Company, being the Holding Company need not attach the Balance Sheet, Profit and Loss account etc., of its subsidiaries subject to compliance of certain conditions attached with the said exemption.

In view of the compliance of said conditions, audited consolidated financial statements for the year ended 31st December, 2012, prepared in compliance with applicable Accounting Standards are attached herewith.

Further, your Company undertakes that the Annual Accounts of the subsidiary Companies and the related detailed information will be made available to its shareholders and to the shareholders of its subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholder at its head office and that of the concerned subsidiary companies.

Further Statement as required under Section 212 in respect of Subsidiaries is annexed to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and with reference to Clause 32 of the Listing Agreement, your Directors present the Audited Consolidated Financial Statements in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement entered into by the Company with the Stock Exchanges is annexed hereto.

NON-CONVERTIBLE DEBENTURES

The outstanding amount of Non-Convertible Debentures as on 31st December 2012 is Rs. 162 crores comprising 1620 Non-Convertible Debentures of Rs. 10,00,000 each.

ISSUE OF SHARES - ESOP

Consequent to the issue of 8,931 equity shares of Rs. 10 each to employees upon exercise of options under Employees Stock Option and Shares Plan-2006 of the Company, during the year under review, the paid-up share capital of the Company increased from Rs. 1685.42 lacs divided into 16,854,212 equity shares of Rs. 10/- each to Rs. 1686.31 lacs divided into 16,863,143 equity shares of Rs. 10 each.

The particulars of shares allotted during the FY ended 31st December, 2012 are as follows:

Date of Allotment Name of the Allotted No. of Shares Date of Listing BSE NSE

27.02.2012 H. Sateesh Hegde 4028 27.03.2012 27.03.2012

07.05.2012 Suresh Atluri 504 13.07.2012 24.07.2012

10.08.2012 Dr. M. Narasimham 800 03.09.2012 31.08.2012

07.11.2012 Dr. Surinder K. Tikoo 1008 Dr. M. Narasimham 1000

V. Satyadev 908 29.11.2012 23.11.2012

V.R.Kaundinya 683

FOREIGN CURRENCY CONVERTIBLE BONDS

In July 2011 the Company had issued USD 50,000,000 Floating Rate Guaranteed Convertible Bonds due 2016 Convertible into Ordinary Shares or Global Depository Shares representing Ordinary Shares of the Company.

The said bonds are listed at Singapore Exchange Limited. If the bondholder(s) opt for conversion, the equity capital of the Company will increase by an amount of Rs. 7,94,44,210 comprising of 79,44,421 equity shares of Rs. 10 each.

During the year under review, the Company has not received any conversion notice from the FCCB holders.

Further information, such as the total bonds issued, bonds converted, expected number of shares to be allotted in respect of outstanding FCCBs is given in detail in Corporate Governance Report.

COMMERCIAL PAPER

In January 2013, the Company has redeemed all the outstanding 300 units of Commercial Paper (CP) of face value of Rs. 5 lacs each aggregating to Rs. 15 Crores which were issued in January 2012. Consequently, there are no outstanding Commercial Paper as on date.

RIGHTS ISSUE

As the members are aware, the Company had filed Draft Letter of Offer (DLOF) for issue of equity shares on rights basis aggregating to an amount upto Rs. 200 Crores with SEBI on 30.03.2011.

We are glad to inform you that, the Company has received final observations from SEBI vide its letter No. CFD/DIL-1/ SD/19128/2012 dated August 28, 2012.

Your management, in consultation with its Book Running Lead Managers, will take a decision on the future course of action.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, during the year under review.

DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Vikram R. Shroff and Mr. Vinod Sethi, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief profile of the said Directors as required by Clause 49(IV)(G) of the Listing Agreement is provided in the Notice, attached hereto. The Board of Directors recommends the same for your approval in the ensuing AGM.

AMALGAMATION AND ARRANGEMENT

Your Board of Directors feel glad to inform you that the Hon''Ble High Court of Andhra Pradesh, vide its order dated 09.10.2012 has sanctioned the Scheme of Amalgamation and Arrangement between your Company and it''s wholly owned subsidiary, Unicorn Seeds Private Limited and their respective Shareholders and Creditors.

The said Scheme, which has come into effect from 23rd November 2012, being the Effective Date has become operative from 01.04.2011, being the Appointed Date.

AUDITORS AND AUDITORS REPORT

M/s. SR Batliboi and Associates LLP, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing AGM. However, being eligible for re-appointment, they have offered themselves for reappointment. As recommended by the Audit Committee, the Board of Directors propose the appointment of M/s. S.R.Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors for the financial year 2013.

The Statutory Auditors have confirmed that their appointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

Statutory Auditors of the Company, vide Para 9 of their Report on Consolidated Financial Statements, have qualified their Report about "recognition of deferred tax assets" with respect to the subsidiary companies i.e. Pacific Seeds Holdings (Thailand) ltd., Long reach Plant Breeders Management Pty. Ltd., PT Advanta Seeds Indonesia, Advanta Comercio De Sementes LTDA., Pacific Seeds Pty Ltd., Advanta Holdings BV and Advanta Semillas SAIC, stating that there is no virtual certainty as required by Accounting Standard (AS) 22, ''Accounting for Taxes on Income'' to indicate that it is probable that the said companies will have sufficient taxable profits against which such deferred tax assets can be utilized.

In this regard, your attention is requested to Note No.33 of Notes to Consolidated Accounts on recognition of deferred taxes containing management''s opinion that the said unused losses can be utilized.

Auditors of the Company, vide para 10 of their Report on Consolidated Financial Statements have qualified their Report about the "recognition of MAT Credit entitlement" in respect of Advanta Semillas SAIC, Argentina, subsidiary company. Your attention is invited to Note No. 33 wherein the management explained its view that the said MAT credit can be utilized.

Auditors of the Company, vide para 11 of their Report on Consolidated Financial Statements have qualified their Report about "consolidated segment information." Your attention is invited to Note No.40 wherein the management explained its view that providing the said information would be prejudicial to the interest of the Group.

COST AUDIT

The members may note that by virtue of Order No. F.No. 52/26/CAB-2010, dated 6th November 2012, issued by the Ministry of Corporate Affairs, your Company has been generally directed to get its cost accounting records in respect of FY commencing on 1st day of January 2013, audited by a practicing Cost Accountant.

In view of the aforesaid, the Board of Directors have appointed M/s. MPR & Associates, Cost Accountants, as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company for the Financial Year ending 31st December, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

i. That in the preparation of accounts for the year ended December 31, 2012, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii. That 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 the affairs of the Company at the end of the financial year and of the profit of the Company for that period.

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

iv. That the Directors had prepared annual accounts for the year ended 31st December, 2012 on a going concern basis.

QUALITY

Quality first! True progress lies in enhancing the quality of life of farmers and making their future better. In line with this thought, we have reinforced our focus on quality - what it means to us and how we can achieve higher quality in our processes, product development and people management.

Advanta has striven for and successfully created a participatory approach in its regional / country / location specific farming practices by partnering with farmers / local communities and leveraging on growing awareness levels of farmers on access to better inputs, infrastructure and emerging agronomic / management practices for better yields.

In Research, Marketing and Sales, we have been moving from strength to strength in line with the strategies laid out on new Product Development, Go to Market and Customer Satisfaction.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is furnished as Annexure - A to this Report.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are provided in Annexure - B which forms part of this report.

PERSONNEL

The relationship with all employees and workers at all levels of the Company remained very cordial throughout the year. Your Directors place their appreciation for the contribution made by all the employees of the Company.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However in pursuance of section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the shareholders of the company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company and all the employments are contractual in nature.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The Advanta India Limited Employees Stock Option and Shares Plan - 2006 (ESOPs) approved by the shareholders on 20th September, 2006 is in force. In accordance with the said Plan, the Company reserved 1,68,000 Equity Shares to be issued to its employees and to the employees of its subsidiaries on one to one basis at an exercise price of Rs. 285/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of such options is conditional upon the employee''s tenor and upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee.

The disclosures as required under Clause 12 & 19 of SEBI (Employees Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure - C to this Report.

CORPORATE GOVERNANCE

The Company is committed to achieve the highest standards of corporate governance and it aspires to benchmark itself with best international practices in this regard.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company together with a certificate from a Company Secretary in practice confirming compliance is annexed as part of the Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has adopted Code of Conduct for prevention of Insider Trading and the same is in force.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There is no default in payment of Annual listing fees.

DEMATERIALISATION OF SHARES

It may be noted that the entire paid up equity share capital of the Company (except 2 shares) are held in dematerialized form as on 31st December 2012.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, banks, financial institutions, various statutory authorities and society at large.

Your Directors also place on record their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

For and on behalf of the Board of

Advanta India Limited

Place : Mumbai V.R. Kaundinya Vikram R Shroff

Date : 26.04.2013 Managing Director Director


Dec 31, 2011

The Directors are pleased to present the 18th Annual Report together with the audited accounts of your Company for the year ended December 31, 2011.

FINANCIAL HIGHLIGHTS

The financial performance of the Company, for the year ended December 31, 2011 is summarized below:

(Rs In Lacs)

Consolidated Stand Alone Description December 31, December 31, December 31, December 31, 2011 2010 2011 2010

Sales Including other Income 95,214.92 70,652.07 17,044.22 14,052.22

Earnings Before interest, Tax & Depreciation and Amortization 13,584.90 7,539.66 7,315.10 2,623.93

Exceptional Items (238.24) (1,362.50) Nil Nil

Profit / (Loss) Before Tax (PBT) 2,441.00 (3,016.84) 1,593.66 (2,923.14)

Profit / (Loss) After Tax (PAT) 1,292.00 (2,822.82) 1,418.66 (2,923.14)

Profit / (Loss) After Tax (Net of Minority Interest & prior period adjustment) 1,229.05 (2,745.29) 1,418.66 (2,976.14)

Add: Balance brought forward from previous Year 13,654.21 16,399.50 (2,780.57) 195.57

Surplus Available for Appropri ations 14,883.26 13,654.21 (1,361.91) (2,780.57)

Appropri ations:

Proposed Final Dividend Nil Nil Nil Nil

Tax on Dividend Nil Nil Nil Nil

Transfer to General Reserve Nil Nil Nil Nil

Transfer to Debenture Redemption Reserve 1,418.66 Nil 1,418.66 Nil

Balance Transferred to Balance Sheet 13,464.60 13,654.21 (2,780.57) (2,780.57)

TOTAL 14,883.26 13,654.21 (1,361.91) (2,780.57)

Conversion rates as on 31st December, 2011:

For Balance Sheet items (Closing Rate) For Profit & Loss Account (Average Rate)

1USD = Rs 53.105 Rs 48.930

1AUD = Rs 53.9919 Rs 49.7841

1EURO = Rs 68.6993 Rs 64.2695

1THB = Rs 1.6827 Rs 1.5862

1IDR = Rs 0.00585 Rs 0.00541

1BRL = Rs 28.4638 Rs 27.7180

BUSINESS OVERVIEW/OPERATIONS

The global consolidated business of Advanta has grown by an impressive 34.77% in 2011. Sweet Corn crop led the pack with a growth of 88% followed by Canola at 78%, Corn at 59%, Sunflower at 57% and Sorghum at 21%. Sorghum continues to be our largest crop contributing about 35% of our business. Among our subsidiaries we had excellent performances in Argentina, Thailand, USA and some of our International markets. Adverse weather conditions in Australia, Thailand and USA led to production losses which affected our business in the last quarter. Our wheat breeding program in Australia has started releasing good products to the market which are getting increasing acceptance from the farmers. New high quality forages are looking very promising in India.

We continued to invest 11% of our revenues in research. This is an important investment we are making in order to have a secure future. We continue to access GM traits through licensing mechanism and are in the process of introducing GM corn in Brazil and Philippines.

We have improved our inventory management very well in 2011. We are running very low on stocks in most of our crops by the end of the year. This is a result of tight production planning and generation of good sales as per plan. This helped us to improve our working capital management this year.

We improved gross margins of our business from 44% to 46% through improved prices and reduced cost of goods. Overall, 2011 was a very good year for Advanta.

During the year, the Company has recorded a consolidated total income of Rs 95,214.92 Lacs as against Rs 70,652.07 Lacs for the previous year, which is 34.77% higher than that of the previous year. The consolidated Profit after tax stood at Rs 1,229.05 Lacs as against loss after tax of (Rs 2,745.29) Lacs for the previous year.

As stipulated in the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Central Government under Companies (Accounting Standards) Rules, 2006. The audited consolidated financial statements together with Auditors' Report thereon form part of the Annual Report

FUTURE OUTLOOK

2012 presents exciting prospects for us. The crop economics of corn, sunflower and canola look very good for the farmers which should help them to buy high quality inputs. The weather so far has been holding good.

We expect good growth in all our subsidiaries although some of them will have a tight availability of seed in 2012. We expect very good growth in all our crops but more particularly in Canola, Corn, Sunflower and Sweet Corn.

We are paying special attention to diversification of production and building supply chain capabilities in the organization. With considerable growth projected in some of the International markets like SE Asia, Europe, North Latin America and Africa we are looking at taking up new production sites in some of these countries. Corn is expected to drive most of our future growth and we are paying special attention to building capabilities in this crop. We are also looking at making processing arrangements in some of these countries either by ourselves or through outsourcing. We have reviewed our growth prospects till 2015 and are putting in place plans to plug the gaps in the required strengths and skills. This is a major area of investment for us.

MODERNISATION / EXPANSION PROJECTS

We are modernizing our plants in Thailand and Argentina. These investments will improve the quality of our products, particularly corn. We are increasing processing and storage capacities in many of our subsidiaries so that they can take care of the increasing load of the products.

RESEARCH & DEVELOPMENT

We continue to invest 11% of our revenues in research. We want to increase the speed of creating new products through the use of modern technology. We are increasing the outlay on the use of molecular marker technology in our breeding programs.

We are also building capabilities with a SNP marker platform in our Argentina biotech laboratory. This will help us to use the latest technology to enhance the speed and the power of our breeding programs.

We have set up new breeding programs in France and Brazil which will help us to develop products for Europe and the tropical corn markets. This is a major investment we are making to increase our global reach.

DIVIDEND

The Board of Directors do not recommend any dividend for the financial year ended 31st December, 2011 in view of inadequate profits during the said year. As such, no amount is proposed to be transferred to General Reserve.

SUBSIDIARY COMPANIES

As on date, your Company has five direct subsidiaries: Unicorn Seeds Private Limited - India; Advanta Seeds Limited - India; Advanta Holdings B.V. - Netherlands; Advanta Seed International - Mauritius; PT Advanta Seeds Indonesia - Indonesia. and eleven step-down subsidiaries: Advanta US Inc. - USA; Advanta Netherlands Holdings B.V. - Netherlands; Advanta Finance B.V. - Netherlands; Advanta International B.V. - Netherlands; Pacific Seeds Holding (Thailand) Ltd - Thailand; Advanta Commercio De Sementas LTDA - Brazil; Pacific Seeds Pty. Ltd. - Australia; Advanta Semillas, SAIC - Argentina; Pacific Seeds (Thai) Ltd. - Thailand; Long Reach Plant Breeders Management Pty. Ltd. - Australia; Advanta (B.V.I) Ltd.- British Virgin Islands.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the Company is required to attach the Directors' Report, Balance Sheet, and Profit and Loss account and other documents of its subsidiaries along with its Balance Sheet.

In this regard, it may be noted that pursuant to the directions issued by the MCA, vide General Circular No.2/ 2011, Dt. 8th February, 2011, general exemption has been granted to the Companies from complying with the provisions of Section 212 of the Act in respect of their subsidiaries. This implies that your Company, being the Holding Company need not attach the Balance Sheet, Profit and Loss account etc., of its subsidiaries subject to compliance of certain conditions attached with the said exemption.

In view of the compliance of said conditions, audited consolidated financial statements for the year ended 31st December, 2011, prepared in compliance with applicable Accounting Standards is attached herewith.

Further, your Company undertakes that the Annual Accounts of the subsidiary Companies and the related detailed information will be made available to its shareholders and to the shareholders of its subsidiary companies seeking such information at any point of time. Further, the Annual Accounts of the subsidiary Companies shall also be kept for inspection by any shareholder in its head office and that of the concerned subsidiary companies.

Further Statement as required under Section 212 in respect of Subsidiaries is annexed to this Report. Abridged Financial Information of Subsidiaries is also given on page No. 86 of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and with reference to Clause 32 of the Listing Agreement, your Directors present the Audited Consolidated Financial Statements in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges is annexed hereto.

NON-CONVERTIBLE DEBENTURES

During the year under review the Company has redeemed 2130 Unsecured Non-Convertible Debentures of Rs 10,00,000 each aggregating to Rs 213 Crores out of 3750 Unsecured Non-Convertible Debentures of Rs 10,00,000 each aggregating to Rs 375 Crores. As on date, the Company has 1620 outstanding Unsecured Non-Convertible Debentures of Rs 10,00,000 each aggregating to Rs 162 crores.

INCREASE IN SHARE CAPITAL

Consequent to the issue of 2,223 equity shares of Rs 10 each to employees upon exercise of options under Employee Stock Option Scheme - 2006 of the Company, during the year under review, the paid-up share capital of the Company increased from Rs 1,685.20 lacs divided into 16,851,989 equity shares of Rs 10/- each to Rs 1,685.42 lacs divided into 16,854,212 equity shares of Rs 10 each.

The particulars of shares allotted during the FY ended 31st December, 2011 and till the date of this Report are as follows:

Date of Allotment Name of the Allottees No. of Shares Date of Listing BSE NSE

28.02.2011 David Callachor 2223 05.04.2011 04.04.2011

27.02.2012 H. Sateesh Hegde 4028 26.03.2012 26.03.2012

09.05.2012 Atluri Suresh 504 ** **

** since the corresponding number of shares were allotted on the date of this report itself, the requisite listing application will be made in the due course of time.

FOREIGN CURRENCY CONVERTIBLE BONDS

During the year under review the Company has issued USD 50,000,000 Floating Rate Guaranteed Convertible Bonds due 2016 Convertible into Ordinary Shares or Global Depositary Shares representing Ordinary Shares of the Company.

The said bonds are listed at Singapore Exchange Limited. Upon full conversion of these bonds, the equity capital of the Company will increase by an amount of Rs 7,94,44,210 comprising of 79,44,421 equity shares of Rs 10 each.

During the year, the Company has not received any conversion notice from the FCCB holders.

Details such as the total bonds issued, bonds converted, expected number of shares allotted with respect to outstanding FCCBs have been given in detail in Corporate Governance Report.

COMMERCIAL PAPER

In January 2012, the Company has issued 300 units of Commercial Paper (CP) of face value of Rs 5 lacs each aggregating to Rs 15 Crores in demat mode, having a tenor of 364 days. M/s. Axis Bank Ltd., Begumpet, Hyderabad has been appointed as Issuing and Paying Agent. The said instruments were rated 'CARE A1 (SO)' [A One Plus (Structured Obligation)] by CARE, the Credit Rating Agency.

Subsequently, the Company redeemed the outstanding Commercial Paper (CP) of Rs 15 Crores which were issued in January 2011.

RIGHTS ISSUE

As the members are aware, an enabling resolution was passed in their EGM held on 17th March, 2011, authorizing the Board to raise funds upto an amount of Rs 750 Crores.

In view of the aforesaid, the Company has filed Draft Letter of Offer (DLOF) for issue of equity shares on rights basis aggregating to an amount upto Rs 200 Crores with SEBI on 30.03.2011.

SEBI approval is awaited in this regard.

PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1975, during the year under review.

DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company Dr. Vasant P. Gandhi and Mr. Jaidev R. Shroff, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Board of Directors recommends their re-appointment.

SCHEME OF AMALGAMATION AND ARRANGEMENT

The members may note that the Board of Directors of your Company has approved the Scheme of amalgamation and arrangement between Advanta India Limited, the transferee Company and Unicorn Seeds Private Limited, the Wholly owned Subsidiary of your Company, being the transferor company and their respective shareholders and creditors (the Scheme).

In this regard, both the Stock Exchanges, BSE and NSE, where the shares of the Company are listed, have accorded their respective approval to the said Scheme.

Further, the members may note that the Hon'ble High Court of A.P. vide its Order, Dt.26th April, 2012 has directed that the respective Meetings of Equity Shareholders and Trade Creditors of the Company be held on 2nd June, 2012 for the purpose of approving the said Scheme.

AGREEMENT WITH UPL

With the completion of the pilot project on integration of sales and marketing function with United Phosphorus Limited (UPL) in India, as a progression of this process, the Company has entered into a License Agreement subsequent to the end of the year for transfer of technical know-how, manufacture and sale of licensed products in consideration of royalty from UPL. Pursuant to this arrangement the Company has sold its inventories to UPL.

AUDITORS AND AUDITORS REPORT

M/s. SR Batliboi and Associates, Chartered Accountants, Auditors of the Company retires at the ensuing Annual General Meeting. They have expressed their willingness to continue and confirmed that their appointment, if made, shall be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

Statutory Auditors of the Company vide Para 8 in their Report on Consolidated Financial Statements read with Note No. 10 of Schedule 21 (Notes to Consolidated Accounts) have qualified the recognition of deferred tax assets with respect to the subsidiary companies i.e. Pacific Seeds Holdings (Thailand) Ltd., Longreach Plant Breeders Management Pty. Ltd., PT Advanta Seeds Indonesia, Advanta Comercio De Sementes LTDA., Pacific Seeds Pty Ltd., Advanta Holdings BV and Advanta Semillas SAIC, stating that there is no virtual certainty to indicate that the said companies will have sufficient taxable profits against which such deferred tax assets can be utilized.

In this regard, your attention is requested to Note No.10 of Schedule 21 (Notes to Consolidated Accounts) on recognition of deferred taxes containing management's opinion that the said unused losses can be utilized.

Auditors of the Company, vide para 9 of their Report on Consolidated Financial Statements have qualified their Report about "consolidated segment information." Your attention is invited to Note No.19 of Schedule 21, wherein the management explained its view that providing the said information would be prejudicial to the interest of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

i. That in the preparation of accounts for the period ended December 31, 2011, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii. That the selected accounting policies have been applied consistently and the judgments and estimates 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 of the Company for that period.

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

iv. That the Directors had prepared annual accounts for the year ended 31st December, 2011 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis is furnished as Annexure - A to this Report.

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

Particulars with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988 are provided in Annexure - B which forms part of this report.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However in pursuance of section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to all the shareholders of the company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the registered office of the Company. None of the employees listed therein is related to any Director of the Company and all the employments are contractual in nature.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The Advanta India Limited Employees Stock Option and Shares Plan - 2006 (ESOPs) approved by the shareholders on 20th September, 2006 is in force. In accordance with the said scheme, the Company reserved 1,68,000 Equity Shares for its employees and for the employees of its subsidiaries on one to one basis at an exercise price of Rs 285/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of options granted is conditional upon the employee's tenor and upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee.

As the intrinsic value (difference between Market price and Excise price) on the date of the grant was nil, no compensation cost has been recognized in the financial statements.

The disclosures as required under Clause 12 & 19 of SEBI (Employees Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999 are enclosed as Annexure - C to this Report.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company together with a certificate from the Company Secretary in practice confirming compliance is annexed as part of the Annual Report.

LISTING

The Equity Shares of your Company continue to be listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). There is no default in payment of Annual listing fees.

DEMATERIALISATION OF SHARES

It may be noted that the entire paid up equity share capital of the Company (except 102 shares) are held in dematerialized form as on 31st December 2011.

ACKNOWLEDGEMENTS

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from customers, investors, lenders, business associates, banks, financial institutions, various statutory authorities and society at large.

Your Directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

For and on behalf of the Board of

Advanta India Limited

Date: 07.05.2012 Vikram R Shroff V.R.Kaundinya

Place: Hyderabad Director Managing Director


Dec 31, 2009

We are pleased to present the 16,th Annual Report on the business and operations of your Company together with the audited financial statements and the Auditors Report of your Company for the financial year ended 31st December, 2009.

The financial highlights for the year under review are given below:

Consolidated Stand-Alone

Description (Rs. In Lacs) (Rs. In Lacs)

Current Year Previous Year Current Year Previous Year

Sales Including other Income 69,834.04 62,336.08 11,008.25 16,230.68

Profit/(Loss) Before interest, Depreciation & Tax 10,344.05 11,931.73 (1,019.54) 4,097.81

Less: Interest & Financial Charges 6,203.26 4,254.45 2,408.38 2,167.90

Less: Depreciation 2,174.18 1,875.95 886.12 870.39

Profit / (Loss) before Tax and Exceptional Items 1,966.61 5,801.33 (4,314.05) 1,059.52

Profit / (Loss) Before Tax (PBT) 1,966.61 5,801.33 (4,314.05) 1,059.52

Profit/(Loss) After Tax (PAT) 2,822.68 5,234.20 (4,128.86) 984.96

Profit / (Loss) After Tax (Net of Minority Interest & prior period adjustment) 2,705.03 5,049.75 (4,143.00) 856.94

Add: Balance brought forward from previous Year 13,891.51 9,163.77 4,535.60 4,000.67

Surplus Available for Appropriations 16,596.54 14,213.52 392.61 4,857.61

Appropriations

Proposed Final Dividend 168.42 168.39 168.42 168.39

Tax on Dividend 28.62 28.62 28.62 28.62

Transfer to General Reserve 00.00 125.00 00.00 125.00

Balance Transferred to Balance Sheet 16,399.50 13,891.51 195.57 4,535.60

TOTAL 16,596.54 14,213.52 392.61 4,857.61

Conversion rates as on 31st December, 2009:

For Balance Sheet items (Closing Rate) For Profit & Loss Account (Average Rate)

1USD = Rs. 46.535 Rs. 47.628

1AUD = Rs. 41.884 Rs. 37.739

1EURO= Rs. 67.076 Rs. 67.626

1THB = Rs. 1.397 Rs. 1.401

1IDR = Rs. 0.0049 Rs. 0.00461

1BRL = Rs. 26.7396 Rs. 23.9429

RESULTS OF OPERATIONS & FUTURE OUTLOOK

During the year, the Company has recorded a consolidated total income of Rs. 69,834.04 Lacs as against Rs. 62,336.08 for the previous year, which is 12.03% higher than the previous year. The consolidated profit after tax stood at Rs. 2,822.68 lacs as against Rs. 5,234.20 Lacs, which is lower by 46.07%. The decline in profits is attributable mainly due to higher cost f goods manufactured and interest cost. In spite of the fact that we had faced worst drought conditions in some part of

Southern hemisphere followed by the similar situation in India, which was even worst as the drought was followed by floods your Company could achieve a marginal growth on top line. However, due to high cost of goods and finance charges, the consolidated profit is lower.

As stipulated in the Listing Agreement with the Stock Exchanges, the consolidated financial statements have been prepared by the Company in accordance with the relevant accounting standards issued by the Central Government under Companies (Accounting Standards) Rules, 2006. The audited consolidated financial statements together with Auditors Report thereor form part of the Annual Report.

FUTURE OUTLOOK

The year 2009 is a difficult year for many reasons. We had the worst drought in some parts in Southern hemisphere. The situation was no better in India and, in fact, it was even worse as the drought was followed by floods. The climate change has increased the unpredictability of the weather patterns. Planting of crops was seriously impacted in many parts of the world. As a company, we have had a tough year. The business development has been below our expectations mainly because of the drought situation in many parts of the world. On the positive side the weather, the plantings and our business in general were on expected lines in certain parts of Asia, Africa and North America. In general, the farmer is happy because of good prices of agricultural commodities.

We are approaching 2010 with a positive frame of mind. Rains are received in southern hemisphere and agricultural situation is expected to improve. Our efforts to expand our activities into new countries and into new areas of research will continue in 2010. The Company will continue its aggressive pursuit of growth. The crops that we are in, present us with man; opportunities, and we would like to be positioned to exploit them.

DIVIDEND

Your Directors recommend a payment of final Dividend of 10% i.e. Rs.1/-per Equity Share of Rs. 10/- each of the Company out of the accumulated profits of the Company for the financial year ended on 31 st December, 2009 to the members at the ensuing Annual General Meeting. The dividend, if declared would result in cash outflow of Rs. 1,68,41,638/- (Rupees One Crore Sixty Eight Lacs Forty One Thousand Six hundred and Thirty Eight only) and tax on Dividend of Rs. 28,62,237/ (Rupees Twenty Eight Lacs Sixty Two Thousand Two Hundred and Thirty Seven only).

Due to absence of profits during the year under review, your Directors are not proposing to transfer any amount to Genera Reserve.

SUBSIDIARY COMPANIES ACCOUNTS

Ministry of Corporate Affairs vide letter No. 47/86/2010-CL-lll, dated 4,th February, 2010 has exempted the Company from attaching the Profit & Loss Account, Balance Sheet, Directors Report and Auditors Report and other reports of its subsidiaries as required under Section 211 (1) of the Companies Act, 1956. However, the Company has attached the consolidated financial statements duly audited by the auditors for the year ended 31st December, 2009. The Audited consolidated financial statements of your Company form part of the Report as per Accounting Standard - 21. Abridged Financial Information c Subsidiaries also given on page no. 102 in Annual Report.

Annual accounts of subsidiary Company and the related detailed information are available for inspection at the Company; Registered Office. The same will be made available to the investors of the Company upon request.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates and with reference to Clause 32 of the Listing Agreement, your Director; present the Audited Consolidated Financial Statements in the Annual Report.

ACQUISITIONS

(i) Acquisition of 100% Assets and Business of Crosbyton Seed Company ("CSC") Crosbyton, Texas, USA

During the current year 2010, your Company "Advanta India Limited", through its subsidiary, Advanta US Inc., has acquired 100% of the Assets and Business of Crosbyton Seed Company ("CSC") Crosbyton, Texas, USA". Headquartered in Crosbyton, Texas, CSC is a leading breeder, producer and conditioner of hybrid sorghum planting seed products including grain sorghum, orage sorghum, millet and also sunflower.

Sorghum is the fifth most important cereal grain crop grown in the world behind corn, wheat, rice, and barley. Produced on approximately 100 million acres in 100 different countries around the world, various sorghum types are used for animal feed, food for human consumption, biofuels, and a number of minor uses including sorghum syrup, low-gluten- lour and more.

The CSC acquisition makes the second investment in US sorghum seed by Advanta following the 2008 acquisition of the business of Garrison & Townsend Seed Company ("GT") of Hereford, Texas. This move further increases Advantas global sorghum business footprint, which also includes current operations in Australia, Argentina, India and Thailand.

Crosbyton Seed Company has an exceptionally strong grain sorghum business and their customer relationships are first class. The new combination of Crosbyton, GT, our international sorghum seed businesses, and a number of important technology alliances creates a global platform that clearly establishes Advanta as a worldwide leader in the research, production and sales of sorghum.

MODERNISATION / EXPANSION PROJECTS

During the year we have implemented SAP in the Indian operations. The implementation has been successful and we have started reaping the benefits. The vegetables business continues to be on a non-SAP platform and we plan to bridge this gap 2010.

During the year we have installed vacuum packing facilities for corn in our Thailand factory. This is a major step towards providing high quality seed to the farmers.

A new biotech lab was opened by us in Hyderabad, India during this year. This capacity, in addition to what we already have Balcarce, Argentina, will be very helpful in handling the increasing load of biotech work in the company.

Company has incorporated two subsidiaries during the year 2009 at Indonesia and Brazil to expand their business locally in hose countries and explore possibility of export.

RESEARCH & DEVELOPMENT

During the year the company signed two major global exclusive licenses for acquiring GM traits. The first was a license for Nitrogen Use Efficiency (NUE), Drought tolerance and Salt tolerance traits in Sorghum from Arcadia Biosciences, USA. The second was a license for drought tolerance trait in rice, cotton, mustard and sorghum from Bioceres, Argentina. Our invest- nent in the Nutrisun project continued during this year. The Nutrisun oil was commercialized for the first time during this year.

We expanded our sunflower breeding by starting a new breeding station in France during this year. This is a major step towards developing products suitable to Europe and nearby geographies.

We have expanded our product testing and product registration activities to many new geographies in an effort to broad base our geographic base.

The Company has incurred revenue expenditure of Rs.5013 lacs (LY: Rs. 4234 lacs; LLY: Rs. 3,330 lacs) during the year in addition to capital expenditure. As per accounting policy followed by the company, the research and development expendi- ure of the company is charged to revenue in the same year in which it is incurred addition, during the year the company spent Rs.1045 lacs on Longreach and Rs.1419 lacs on Nutrisun business.

CAPITAL STRUCTURE

The Company has implemented the Advanta India Limited Employees Stock Option and Shares Plan 2006("Plan"), for its employees, so as to reward and motivate its employees for high level performance of the Company. During the year the company has issued and allotted 4,979 Equity Shares of Rs. 10/- each against the exercise of options. The paid-up-capita of the Company as on date is Rs. 1,68,41,638/- (Rupees One Crore Sixty eight lacs forty one thousand six hundred anc thirty eight only). The particulars of shares issued during the year are as follows:

SUBSIDIARY COMPANIES:

As on the date of the Balance Sheet, Your Company has the following Subsidiary Companies:

1. Advanta Holdings B.V., Netherlands

2. Advanta Netherlands Holdings B.V., Netherlands

3. Advanta Semillas SAIC, Argentina

4. Advanta Finance B.V., Netherlands

5. Advanta International B.V., Netherlands

6. Pacific Seeds Pty. Limited, Australia

7. Pacific Seeds Holding (Thailand) Limited, Thailand

8. Pacific Seeds (Thai) Limited, Thailand

9. Longreach Plant Breeders Management Pty. Ltd., Australia

10. Advanta Seeds Limited, India

11. Unicorn Seeds Private Limited, India.

12. Advanta US Inc, U.S.A.

13. Advanta Seed International, Mauritius

14. Advanta Comercio De Sementes LTDA, Brazil

15. PT Advanta Seeds Indonesia, Indonesia.

During the year the Company has floated through its subsidiaries, two Companies in abroad namely M/s. Advanta Comercic De Sementes LTDA, Brazil and PT Advanta Seeds Indonesia, Indonesia.

AUDITORS AND AUDITORS REPORT

M/s. SR Batliboi and Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusior of the ensuing Annual General Meeting. They have expressed their willingness to continue and their appointment, if mad« will be within the limits prescribed under Section 224 of the Companies Act, 1956. Board of Directors recommends thei appointment.

Auditors of the Company vide Clause 6 in their Audit report on Consolidated Financial Statements have qualified the recognition of deferred tax assets with respect to our subsidiary Pacific Seeds Holding (Thai) Ltd., Longreach Plant Breeder; Management Pty. Ltd., Advanta US INC, Advanta Semillas SAIC, Argentina, PT Advanta Seeds Indonesia, Advanta Comerck De Sementas LTDA, Brazil, Pacific Seeds Pty. Ltd., Australia, stating that there is no sufficient virtual certainty to indicate that these companies will have sufficient taxable profits against which the unused tax losses can be utilized. In this regard your attention is requested to schedule 21, clause 11 on "recognition of deferred taxes" containing managements opinior that the said unused losses can be utilized.

Auditors of the Company vide Clause 7 of their Audit report on Consolidated Financial Statements have qualified their repor about "segment reporting." Your attention is invited to Note No. 16 of Schedule 21, wherein the management explained its view that providing the said information would be prejudicial to the interest of the Company

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jaidev Rajnikant Shroff, Chairman and Mr. Vikram Rajnikant Shroff, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Board of Directors recommends their re-appointment.

REGISTERED OFFICE

During the year under review the registered office of the company has been shifted from the state of Karnataka to the state of Andhra Pradesh vide an order dated 24th April, 2009 from company Law Board, Chennai Branch. Your Directors also approved shifting of the registered office to 104-105, 1st Floor, Bhuvana Towers, Sarojini Devi Road, Secunderabad - 500 003, Andhra Pradesh, India in its Board Meeting held on 30.04.2009 with effect from the same date, i.e. 30.04.2009.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975, during the year under review.

EMPLOYEES STOCK OPTION PLAN (ESOP)

The Company has implemented an Advanta India Limited Employees Stock Option and Shares Plan - 2006 (ESOPs) for certain employees as approved by the Shareholders on 20th September, 2006. In accordance with the scheme, the Company reserved 1,68,000 Equity Shares to the employees of the Company and its subsidiaries on one to one basis at an exercise price of Rs. 285/- being the market price as per the valuation report from a Chartered Accountant on the date of grant. The options were granted with a vesting period spread over 4 years and 6 months. Out of the total options granted, vesting of options granted is conditional upon the employees tenor and upon the Company meeting annual performance benchmarks based on parameters set by the Remuneration Committee.

As the intrinsic value (difference between Market price and Excise price) on the date of the grant was nil, no compensation cost has been recognized in the financial statements.

Disclosures as required under Clause 12 & 19 of the SEBI (Employees Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999 are given as under:

As at 31st

Particulars December, 2009

Granted during the year 4028

Pricing Formula Black Scholes Formula

Vested during the year 35,715

Exercised during the year 4,979

Lapsed (Forfeited) during the year 11,289

Expired during the year 503

Outstanding unvested at the end of the year 78,812

Exercisable vested options at the end of the year 58,284

Total number of options in force 1,37,096

Total No. of Shares arising as a result of exercise of option 7,138

Variation of Terms of options Nil

Money Realised by Exercise of options during the year Rs. 14,19,015/-

Total Number of Options in force Employee wise details of options granted to :

(a) Senior managerial personnel -

Mr. V.R. Kaundinya - Managing Director 5,460

(b) Any other employee who received a grant in any one year, of options amounting to 5% or more of options granted during the year Nil

(c) Identified employees who were granted options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of the grant. Nil

Diluted Earnings Per Share (EPS) pursuant to issue of Shares on exercise of (Rs. 24.37) options calculated in accordance with Accounting Standard 20.

The Difference between the employee compensation cost using the intrinsic value of Rs. 30.53 Lacs the stock options, and the employee compensation cost that shall have been recognized if it had used the fair value of the options.

The impact of this difference on profit Loss increased by Rs. 30. 53 Lacs

Basic EPS of the Company. (Rs. 24.60)

Weighted average exercise prices

- Weighted average fair values of options for options whose exercise price either Rs. 285/- equals or exceeds or is less than the market price of the stock.

Description of the method and significant assumptions used in during the year to estimate the fair values of options, including the following weighted average information:

a) Risk free interest rate 7.50%

b) Expected life Vesting period

+ 18 months

c) Expected volatility 43%

d) Expected dividends and 1.40% The price of the underlying share in market at the time of option grant. Unlisted Company

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement, a report on the Management Discussion and Analysis is provided in a separate section in this report.

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

The Particulars as required under sub - section (1) (e) of section 217 of the Companies Act, 1956, read with the Companies (Disclosures of particulars in the report of Board of Directors) Rules, 1988, are set out in the Annexure "A" included in this report.

PARTICULARS OF EMPLOYEES

The Particulars as required under Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in a separate Annexure "B" attached hereto and form part of this Report.

GROUP FOR INTER SE TRANSFER OF SHARES

As required under Clause 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Regulations") persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the Provisions of Regulation 10 to 12 of the aforesaid Regulations, are given in the Annexure "C" attached herewith and forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

i. That in the preparation of accounts for the period ended December 31, 2009, the applicable accounting standards have been followed and that no material departures have been made from the same.

ii. That the selected accounting policies have been applied consistently and the judgments and estimates 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 loss of the Company for that period.

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

iv. That the Directors had prepared annual accounts for the year ended 31st December, 2009 on a going concern basis.

CORPORATE GOVERNANCE

A per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company together with a certificate from the Company Secretary in practice confirming compliance is set out in the Annexure forming part of this report.

DEPOSITORY SYSTEM

99.99 % of the total paid up equity shares of the Company is in dematerialized form as on 31st December, 2009.

LISTING OF COMPANYS EQUITY SHARES

The Equity Shares of your Company continue to be listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. There is no default in payment of Annual listing fees.

ACKNOWLEDGEMENTS

Your Directors provide their gratitude to the various Government Agencies, Banks, thank the Companys business associates/ customers, vendors and Bankers for their continued support.

Your Directors place on record their sincere appreciation of the contributions made by the employees of the Company and its subsidiaries at all level through their hard work, dedication, solidarity and support.

Last, but not the least, your Directors thank shareholders for the confidence reposed on the management of the Company.

For Advanta India Limited

Date: 25th February, 2010 (V. R. Kaundinya) (Vikram R. Shroff)

Place: Mumbai Managing Director Director



 
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