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Auditor Report of Monsanto India Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of MONSANTO INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).

(e) On the basis of the written representations received from the directors as on March 31, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act. ANNEXURE To THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report on the accounts for the year ended March 31, 2014 of Monsanto India Limited ("the Company"))

(i) Having regard to the nature of the Company''s business/activities/results, clauses (xi), (xii), (xiii) and (xiv), (xv), (xvi), (xviii), (xix), (xx) of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals except stock lying with third parties for which confirmations have been obtained at the year end. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of

physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of the contracts or arrangements referred to in section 301 and their entry in the Register required to be maintained under that section, to the best of our knowledge and belief and according to the information and explanations given to us, the Company has not entered into any contracts or arrangements that need to be entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year by a company appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax,

Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty, Cess and other material statutory dues in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on March 31, 2014 on account of disputes are given below:

Amount Name of the Nature of Dues Involved Statute (Rs. in crores)

Income Tax Act, Income Tax 0.71 1961 demand

2.32

25.31

26.29

28.99

20.68

Uttar Pradesh Trade Sales Tax demand 0.08 Tax Act, 1948

Gujarat Sales Tax Sales Tax demand 0.21 Act,1969

Bombay Sales Tax Sales Tax demand 0.08 Act, 1959



Name of the Statue Period to which the Forum where Dispute is amount relates pending

Income Tax Act, 1961 Assessment Year Income Tax Appellate 2004-2005 Tribunal

Assessment Year Income Tax Appellate 2006-2007 Tribunal

Assessment Year Income Tax Appellate 2007-2008 Tribunal

Assessment Year Income Tax Appellate 2008-2009 Tribunal

Assessment Year Commissioner of Income 2009-2010 Tax (Appeals)

Assessment Year Commissioner of Income 2010-2011 Tax (Appeals)

Uttar Pradesh Trade Tax Act, 1948 Deputy Commissioner, Assessment Year Commercial Taxes 2008-09 to 2009-10 (Assessment) - Uttar Pradesh

Dy Commissioner, Gujarat sales Tax Assessment Year Commercial Taxes, Appeal 1, Act,1969 2002-2003 to 2004-2005 Gujarat

Bomabay Sales Tax Assessment Year Joint Commissioner Appeal, Act,1959 2004-2005 Maharashtra

Amount Name of the Nature of Dues Involved Statute (Rs. in crores)

Maharashtra Value VAT demand 0.18

Added Tax Act, 2002

Punjab General Sales Sales Tax demand 0.34 Tax Act, 1948

Bihar Finance Act, Sales Tax demand 0.25 1981

West Bengal Value VAT demand 0.33 Added Tax Act, 1994

Central Sales Tax Sales Tax demand 0.18 Act, 1956

Sales Tax demand 0.11

Sales Tax demand 0.14

Sales Tax demand 0.06

Sales Tax demand 0.04

Sales Tax demand 0.04



Name of the Statue Period to which the Forum where Dispute is amount relates pending

Maharashtra Value Added Tax Act, 2002 Assessment Year Joint Commissioner Appeal, Maharashtra 2008-2009

Punjab General Sales Assessment Year Commissioner of Sales Tax Act, 1948 2000-2001 Tax, Punjab

Bihar Finance Act,1981 Deputy Commissioner, Assessment Year Commercial Taxes 2002-2003 (Assessment)- Bihar

Senior Joint Commissioner, West Bengal Value Assessment Year Added Tax Act, 1994 Commercial Taxes, Howrah - 2010-2011 West Bengal

Deputy Commissioner, Central Sales Tax Assessment Year Commercial Taxes, 2003-2004 and 2004-05 Appeal 1, Gujarat

Assessment Year Joint Commissioner Appeal , 2003-2004 Maharashtra

Deputy Commissioner, Assessment Year Commercial Taxes 2003-2004 and 2004-05 (Assessment) - Punjab

Assessment Year Commissioner of Sales Tax- 2008-2009 Dadra and Nagar Haveli

Assessment Year Joint Commissioner of Trade 1999-2000 and 2002 -2003 Tax, Uttar Pradesh

Senior Joint Commissioner, Assessment Year Commercial Taxes, Howrah - 2010-2011 West Bengal

(xi) The Company has no accumulated losses as at March 31, 2014 and has not incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

(xii) According to the information and explanations given to us and on an overall examination of the Balance Sheet and other records of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(xiii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm''s Registration No. 117366W/W-100018)

P. B. Pardiwalla

(Partner)

Mumbai: May 30, 2014 (Membership No. 40005)


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MONSANTO INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 2H(3C) ofthe Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case ofthe Balance Sheet, ofthe state ofaffairs ofthe Company as at 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) ofthe Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination ofthose books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in Section 2H(3C) of the Act.

(e) On the basis ofthe written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none ofthe directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of Section 274(l)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our Report on the accounts for the year ended 31st March, 2013 of Monsanto India Limited ("the Company"))

(i) Having regard to the nature ofthe Company''s business, clauses (xiii) and (xiv) of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets ofthe Company and such disposal has, in our opinion, not affected the going concern status ofthe Company.

(iii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals except stock lying with third parties for which confirmations have been obtained at the year end. In our opinion the frequency ofverification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size ofthe Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under section 301 ofthe Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size ofthe Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(vi) In respect of the contracts or arrangements referred to in section 301 and their entry in the Register required to be maintained under that Section, to the best of our knowledge and belief and according to the information and explanations given to us, the Company has not entered into any contracts or arrangements that need to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year.

(viii) In our opinion, the internal audit functions carried out during the year by a Company appointed by the Management have been commensurate with the size ofthe Company and the nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) ofthe Companies Act, 1956 and are ofthe opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given tousin respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty, Cess and other material statutory dues in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on31st March, 2013on account of disputes are given below:

Statute Nature of Dues Amount Involved (Rs. in Crores)

Income Tax Act,1961 Income Tax demand 0.57

0.12

3.29

23.17

24.36

26.82

Uttar Pradesh Trade Sales Tax demand -* Tax Act, 1948

0.04

Gujarat Sales Tax Sales Tax demand 0.37 Act,1969

Bombay Sales Tax Act, Sales Tax demand 0.03 1959

Central Sales Tax Act, Sales Tax demand 0.11 1956

Statute Period to which the Forum where Dispute is pending amount relates

Income Tax Act 1961 Assessment Year Income Tax Appellate Tribunal 2004-2005

Assessment Year Commissioner of Income Tax 2005-2006 (Appeals)

Assessment Year Income Tax Appellate Tribunal 2006-2007 and Commissioner of Income Tax (Appeals)

Assessment Year Income Tax Appellate Tribunal 2007-2008

Assessment Year Commissioner of Income Tax 2008-2009 (Appeals)

Assessment Year Commissioner of Income Tax 2009-2010 (Appeals)

Uttar Pradesh Trade Tax Act 1948 Assessment Year Joint Commissioner of Trade Tax, 1999-2000 Uttar Pradesh

Assessment Year Joint Commissioner of Trade Tax, 2002-2003 Uttar Pradesh

Gujarat Sales Tax Act 1969 Assessment Year Assistant Commissioner of 2001-02 to 2005-06 Commercial Tax - Gujarat

Bombay Sales Tax Act 1959 Assessment Year Joint Commissioner of Sales tax, 2003-2004 Mumbai

Central Sales Tax Act 1956 Assessment Year Joint Commissioner Appeal, 2003-2004 Maharashtra

* Amount involved Rs. 28,066

(xi) The Company has no accumulated losses as at 31st March, 2013 and has not incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not borrowed from any bank, financial institution or issued any debentures.

(xiii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, there are no term loans availed during the year.

(xvi) According to the information and explanations given to us and on an overall examination ofthe Balance Sheet and other records ofthe Company, we report that no funds raised on short-term basis have been used for long term investment.

(xvii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year.

(xviii) According to the information and explanations given to us, the Company has not issued any debentures during the year.

(xix) According to the information and explanations given to us, the Company has not raised any money by public issue during the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 117366W)

R. Laxminarayan

Partner

Mumbai, 29th May, 2013 Membership No. 33023


Mar 31, 2012

1. We have audited the attached Balance Sheet of Monsanto India Limited ("the Company") as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii. in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and iii in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the directors as on 31st March, 2012 taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.

(Referred to in paragraph 3 of our Report of even date on the accounts for the year ended 31st March, 2012 of Monsanto India Limited ("the Company")

(i) Having regard to the nature of the Company's business, clauses (xiii) and (xiv) of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. Attention is invited to Note 42 of said accounts regarding fixed assets retired from active use and held for sale, which in our opinion, has not affected the going concern status of the Company.

(iii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control systems.

(vi) In respect of the contracts or arrangements referred to in section 301 and their entry in the Register required to be maintained under that section, to the best of our knowledge and belief and according to the information and explanations given to us, the Company has not entered into any contracts or arrangements that need to be entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956. Hence, clause (v) of Para 4 of the Order is not applicable to the Company for the year.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Hence, clause (vi) of paragraph 4 of the Order is not applicable to the Company for the year.

(viii) In our opinion, the internal audit functions carried out during the year by a Company appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty and Cess and other material statutory dues in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2012 on account of disputes are given below:

Amount

Nature of the Involved Period to which the ,

Statute Forum where dispute is pending

Dues (Rs. in amount relates

crore)

Income Tax Act, 1961 Income Tax 0.74 Assessment Year 2005-2006 Commissioner of Income Tax

demand (Appeals)

3.09 Assessment Year 2006-2007 Income Tax Appellate Tribunal

and Commissioner of Income Tax (Appeals)*

21.39 Assessment Year 2007-2008 Income Tax Appellate Tribunal * 22.44 Assessment Year 2008-2009 Commissioner of Income Tax

(Appeals)

Uttar Pradesh Trade Sales Tax demand -** Assessment Year 1999-2000 Joint Commissioner of Trade Tax, Tax Act, 1948 Uttar Pradesh

0.02 Assessment Year 2002-2003 Joint Commissioner of Trade Tax,

Uttar Pradesh

Gujarat Sales Tax Sales Tax demand 0.44 Assessment Year 2001-02 Assistant Commissioner of

Act,1969 2005-06 Commercial Tax - Gujarat

Bombay Sales Tax Act,Sales Tax demand 0.03 Assessment Year 2003-2004 Joint Commissioner of Sales tax,

1959 Mumbai

Central Sales Tax Act, Sales Tax demand 0.11 Assessment Year 2003-2004 Joint Commissioner Appeal, 1956 Maharashtra

Bombay Sales Tax Act, Sales Tax demand 0.08 Assessment Year 2004-2005 Joint Commissioner Appeal,

1959 Maharashtra

Bihar Finance Act, 1981 SalesTax demand 0.01 Assessment Year 2000-2001 Deputy Commissioner,

Commercial Taxes (Assessment)- Bihar

Bihar Finance Act, 1981 Sales Tax demand 0.87 Assessment Year 2002-2003 Deputy Commissioner,

Commercial Taxes (Assessment)- Bihar

Punjab General Sales Sales Tax demand 0.34 Assessment Year 2000-2001 Commissioner of Sales Tax,Punjab Tax Act, 1948

Central Sales Tax Act, Sales Tax demand 0.14 Assessment Year 2003-2004 Deputy Commissioner,

1956 & 2004-05 Commercial Taxes (Appeals)-

Punjab

West Bengal Value Sales Tax demand 0.83 Assessment Year 2008-2009 Senior Joint Commissioner,

Added Tax Act, 2003 Commercial Taxes, Howrah - West

Bengal

* Appeals filed subsequent to the year end

** Amount involved Rs.28,066

(xi) The Company has no accumulated losses as at 31st March, 2012 and has not incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not borrowed from any bank, financial institution or issued any debentures.

(xiii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Hence, clause (xv) of paragraph 4 of the Order is not applicable to the Company for the year.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, there are no term loans availed during the year. Hence clause (xvi) of paragraph 4 of the said Order is not applicable to the Company for the year.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet and other records of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(xvii) The Company has not made any preferential allotment of shares during the year. Hence, clause (xviii) of paragraph 4 of the said Order is not applicable to the Company for the year.

(xviii) According to the information and explanations given to us, the Company has not issued any debentures during the year and hence, clause (xix) of paragraph 4 of the Order is not applicable to the Company for the year.

(xix) According to the information and explanations given to us, the Company has not raised any money by public issue during the year. Hence, clause (xx) of paragraph 4 of the Order is not applicable to the Company for the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells,

Chartered Accountants

(Registration No. 117366W)

R. LAXMINARAYAN

Partner

Mumbai, 28th May, 2012 Membership No. 33023


Mar 31, 2011

1. We have audited the at tached Balance Sheet of Monsanto India Limited ('the C ompany') as at 31 st March, 2011, the Profit and L oss Account and also the Cash Flow Statemen t of the C ompany for the y ear ended on that date , both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards gener ally accepted in India. Those Standards require that we plan and per form the audit to obtain r easonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the financial statements. An audit also includes assessin g the accounting principles used and the significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the C ompanies (Auditors' Report) Order, 2003 (CARO) issued by the C entral Government in terms of Section 227(4A) of the C ompanies Act, 1956, we enclose in the Anne xure a statement on the mat ters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

a. we have obtained all the inf ormation and e xplanations which to the best of our knowledge and belief wer e necessary for the purposes of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet , the Pr ofit and Loss Account and the Cash Flow Statement dealt with by this r eport are in agreement with the books of account;

d. in our opinion, the Balance Sheet , the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii. in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the writ ten representations received from the directors as on 31st March, 2011 taken on record by the Board of Directors, none of the Dir ectors is disqualified as on 31 st March, 2011 from being appointed as a dir ector in terms of Section 274(1) (g) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT RE: MONSANTO INDIA LIMITED (Referred to in paragraph 3 of our Report of even date)

(i) Having regard to the nature of the Company's business, clauses (xiii) and (xiv) of CARO are not applicable.

(ii) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets wer e physically v erified during the y ear by the Management in accordance with a r egular programme of v erification which, in our opinion, pr ovides for physical v erification of all the fix ed assets at reasonable intervals. According to the information and explanation given to us, no material discr epancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not af fected the going concern status of the C ompany. Attention is invited to Note 28 of Schedule 14 regarding fixed assets retired from active use and held fo r sale, which in our opinion, has not affected the going concern status of the Company.

(iii) In respect of its inventories:

(a) As explained to us, the inv entories were physically verified during the year by the Management at r easonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

(v) In our opinion and accordin g to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with r egard to purchases of inventory and fixed assets and the sale of goods and ser vices. During the course of our audit, we have not observed any major weakness in such internal control systems.

(vi) In respect of the contr acts or arr angements referred to in section 301 and their entr y in the R egister required to be maintained under that section, to the best of our knowledge and belief and accordin g to the inf ormation and explanations given to us, the Company has not entered into any contracts or arrangements that need to be entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956. Hence, clause (v) of Para 4 of the Order is not applicable to the Company for the year.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Hence, clause (vi) of paragraph 4 of the Order is not applicable to the Company for the year.

(viii) In our opinion, the internal audit functions carried out durin g the year by a Company appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of its herbicides business and are of the opinion that prima facie the pr escribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

(x) According to the information and explanations given to us in respect of statutory dues:

(a) The Company has gener ally been r egular in depositin g undisputed statutor y dues, includin g Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other material statutor y dues applicable to it with the appr opriate authorities.

(b) There were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty and Cess and other material statutory dues in arrears as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) Details of dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31st March, 2011 on account of disputes are given below:

Statute Nature of the Dues Amount Involved Period to which the Forum where Dispute in (Rs. in Lacs) amount relates is pending

Income Tax Act, 1961 Income Tax demand 69.53 Assessment Year Commissioner of 2004-2005 Income Tax (Appeals)

34.71 Assessment Year Income Tax Appellate 2005-2006 Tribunal

171.22 Assessment Year Commissioner of 2006-2007 Income Tax (Appeals)

2,270.34 Assessment Year Commissioner of 2007-2008 Income Tax (Appeals)

Dadra and Nagar Sales Tax demand 340.30 Assessment Year Deputy Commissioner Haveli Value Added 2004-2005 of Sales Tax-Dadra Tax Regula -tion, 2005 and Nagar Haveli

Uttar Pradesh Trade Sales Tax demand 0.28 Assessment Year Joint Commissioner Tax Act, 1948 1999-2000 of Trade Tax, Uttar Pradesh

3.83 Assessment Year Joint Commissioner 2002-2003 of Trade Tax, Uttar Pradesh

29.31 Assessment Year Deputy Commissioner 2004-2005 of Sales tax, Lucknow

Gujarat Sales Tax Sales Tax demand 43.74 Assessment Year Deputy Commissioner Act,1969 2001-02 to 2005-06 Commercial Taxes (Appeals), Gujarat

Bombay Sales Tax Act, Sales Tax demand 3.31 Assessment Year Joint Commissioner of 1959 2003-2004 Sales tax (Appeals), Mumbai

Central Sales Tax Act, Sales Tax demand 10.71 Assessment Year Joint Commissioner 1956 2003-2004 Appeal, Maharashtra

Bombay Sales Tax Act, Sales Tax demand 7.76 Assessment Year Joint Commissioner 1959 2004-2005 Appeal, Maharashtra

Bihar Finance Act, Sales Tax demand 1.19 Assessment Year Deputy Commissioner, 1981 2000-2001 Commercial Taxes (Assessment)- Bihar

Kerala Value Added Sales Tax demand 23.31 Assessment Year Deputy Commissioner, Tax, 2003 2005-2006 & 2006-07 Commercial Taxes (Appeals), Kerala

Central Sales Tax Act, Sales Tax demand 13.82 Assessment Year Deputy Commissioner, 1956 2003-2004 & 2004- Commercial Taxes 05 (Appeals)- Punjab

(xi) The Company has no accumulated losses as at 31st March, 2011 and has not incurred any cash loss during the financial year ended on that date and in the immediately preceding financial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not borrowed from any bank, financial institution or issued any debentures.

(xiii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Hence , clause (xv) of par agraph 4 of the Order is not applicable to the Company for the year.

(xv) To the best of our knowledge and belief and accordin g to the information and explanations given to us, there are no term loans availed during the year. Hence clause (xvi) of paragraph 4 of the said Order is not applicable to the Company.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet and other records of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(xvii) The Company has not made any preferential allotment of shares during the year. Hence, clause (xviii) of paragraph 4 of the said Order is not applicable to the Company.

(xviii) According to the information and explanations given to us, the Company has not issued any debentures during the year and hence, clause (xix) of paragraph 4 of the Order is not applicable to the Company for the year.

(xix) According to the inf ormation and explanations given to us, the Company has not r aised any money by public issue during the year. Hence, clause (xx) of paragraph 4 of the Order is not applicable to the Company for the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Registration No. 117366W)

R. Laxminarayan Partner (Membership No. 33023)

MUMBAI, 30th May, 2011




Mar 31, 2010

1. We have audited the attached Balance Sheet of Monsanto India Limited (the Company) as at 31st March, 2010, the Proft and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These fnancial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and the disclosures in the fnancial statements. An audit also includes assessing the accounting principles used and the signifcant estimates made by the Management, as well as evaluating the overall fnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the Balance Sheet, the Proft and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, the Proft and Loss Account and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

e) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

ii) in the case of the Proft and Loss Account, of the proft of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash fows of the Company for the year ended on that date.

5. On the basis of written representations received from the directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualifed as on 31st March, 2010 from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

Annexure to the auditors report (referred to in paragraph 3 of our report of even date)

(i) Having regard to the nature of the Companys business/activities, clauses (xiii) and (xiv) of CARO are not applicable.

(ii) In respect of its fxed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fxed assets.

b) The fxed assets were physically verifed during the year by the Management in accordance with a regular program of verifcation which, in our opinion, provides for physical verifcation of all the fxed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verifcation.

c) The fxed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fxed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(iii) In respect of its inventories:

a) As explained to us, the inventories were physically verifed during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verifcation of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifcation.

(iv) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, frms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Hence, Clause (iii) of Paragraph 4 of the order is not applicable to the Company for the year.

(v) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fxed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control systems.

(vi) In respect of the contracts or arrangements referred to in Section 301 and their entry in the Register required to be maintained under that section, to the best of our knowledge and belief and according to the information and explanations given to us, the Company has not entered into any contracts or arrangements that need to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956. Hence, Clause (v) of Para 4 of the Order is not applicable to the Company for the year.

(vii) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Hence, Clause (vi) of paragraph 4 of the Order is not applicable to the Company for the year.

(viii) In our opinion, the internal audit functions carried out during the year by a company appointed by the management have been commensurate with the size of the Company and the nature of its business.

(ix) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of its herbicides business and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other product of the Company.

(x) According to the information and explanations given to us in respect of statutory dues:

i) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities.

ii) There were no undisputed amounts payable in respect of Income tax, Wealth tax, Service tax, Sales tax, Customs duty, Excise duty and Cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six months from the date they became payable except for value added tax on Sale of fxed assets amounting to Rs. 1.92 Lacs.

iii) Details of dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as at 31st March, 2010 on account of disputes are given below:

Name of the Nature of Amount Period to which Forum where dispute

Statute the Dues Involved the amount relates is pending

(Rs. in

Lacs)

Income Tax Act, 1961 Income Tax 197.70 Assessment Year Income Tax Appellate

demand 2001-2002 Tribunal

12.19 Assessment Year Commissioner of Income

2003-2004 Tax (Appeals)

1,853.61 Assessment Year Commissioner of Income

2006-2007 Tax (Appeals)

1.77 Assessment Year Income Tax Appellate 2005-2006 Tribunal

Dadra and Nagar Sales Tax 151.44 Assessment Year Deputy Commissioner

Haveli Value Added demand 2003-2004 of Sales Tax-Dadra and

Tax Regulation, 2005 Nagar Haveli

340.30 Assessment Year Deputy Commissioner

2004-2005 of Sales Tax-Dadra and Nagar Haveli

60.14 Assessment Year Deputy Commissioner 2004-2005 of Sales Tax-Dadra and

Nagar Haveli

Uttar Pradesh Trade Sales Tax 0.28 Assessment Year Joint Commissioner of

Tax Act, 1948 demand 1999-2000 Trade Tax, Uttar Pradesh

1.53 Assessment Year Joint Commissionerof

2002-2003 Trade Tax, Uttar Pradesh

47.30 Assessment Year Deputy Commissioner of 2003-2004 Sales tax, Lucknow

44.74 Assessment Year Joint Commissioner of

2005-2006 Trade Tax, Uttar Pradesh

51.08 Assessment Year Deputy Commissioner, 2006-2007 Commercial Taxes

(Assessment) - Uttar Pradesh Gujarat Sales Tax Sales Tax 58.42 Assessment Year VAT offcer, Gujarat

Act, 1969 demand 2001-2002 to

2005-2006 Maharashtra Value Sales Tax 15.51 Assessment Year Deputy Commissioner of

Added Tax Act, 2002 demand 2003-2004 Sales tax, Mumbai

Bihar Sales Tax Act Sales Tax 142.78 Assessment Year Deputy Commissioner,

demand 2002-2003 Commercial Taxes

(Assessment) - Bihar 217.11 Assessment Year Deputy Commissioner, 2003-2004 Commercial Taxes

(Assessment) - Bihar 84.22 Assessment Year Deputy Commissioner, 2004-2005 Commercial Taxes

(Assessment) - Bihar

29.15 Assessment Year Deputy Commissioner, 2005-2006 Commercial Taxes

(Assessment) - Bihar

Kerala Sales Tax Act Sales Tax 20.92 Assessment Year Deputy Commissioner,

demand 2005-2006 & Commercial Taxes

2006-2007 (Assessment), Kerala

Punjab Sales Tax Act Sales Tax 13.82 Assessment Year Deputy Commissioner,

demand 2003-2004 & Commercial Taxes

2004-2005 (Assessment) - Punjab

(xi) The Company has no accumulated losses as at 31st March, 2010 and has not incurred any cash loss during the fnancial year ended on that date and in the immediately preceding fnancial year.

(xii) In our opinion and according to the information and explanations given to us, the Company has not borrowed from any bank, fnancial institution or issued any debentures.

(xiii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or fnancial institutions. Hence, Clause (xv) of paragraph 4 of the Order is not applicable to the Company for the year.

(xv) To the best of our knowledge and belief and according to the information and explanations given to us, there have been no term loans availed during the year. Hence Clause (xvi) of paragraph 4 of the said Order is not applicable to the Company.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance Sheet and other records of the Company, we report that no funds raised on short-term basis have been used for long term investment.

(xvii) The Company has not made any preferential allotment of shares during the year. Hence, Clause (xviii) of paragraph 4 of the said Order is not applicable to the Company.

(xviii) According to the information and explanations given to us, the Company has not issued any debentures during the year and hence, Clause (xix) of paragraph 4 of the Order is not applicable to the Company for the year.

(xix) According to the information and explanations given to us, the Company has not raised any money by public issue during the year. Hence, Clause (xx) of paragraph 4 of the Order is not applicable to the Company for the year.

(xx) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants

(Registration No. 117366W)

R. Laxminarayan

Mumbai: 15th May, 2010 Partner

(Membership No. 33023)

 
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