Auditor Report of Monsanto India Ltd.

Mar 31, 2019

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Monsanto India Limited ("the Company"), which comprise the balance sheet as at 31^st March, 2019, and the statement of profit and loss, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2019, profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Recognition, Valuation and Presentation of Provisions and Contingent Liabilities:

Refer to note 9 and note 35 of the financial statements. The Company has number of significant outstanding income tax litigation with different authorities of Income Tax department.

As of 31^st March, 2019, the Company has net tax asset of Rs. 166.37 crores. In addition, the Company has disclosed significant contingent liability pertaining to Income tax and other contingent liabilities in Note 35.

Given the complexity and magnitude of potential exposure to the Company, the assessment of the existence of the present legal or constructive obligation, analysis of the probability of the related payment and analysis of a reliable estimate, involves significant judgement by the management. Due to the level of judgement relating to recognition, valuation and presentation of provisions and contingent liabilities, this is considered to be a key audit matter.

Our audit procedures in respect of this matter included:

- Evaluated the design and performed testing of the relevant controls to evaluate the operating effectiveness and assessed how the Company monitors legal, tax and regulatory developments and their assessment of the potential impact on the Company.

- Involved auditors'' expert to go through the summary of litigation matters provided by the Company''s tax team and discussed each of the material cases noted in the report to determine the Company''s assessment of the likelihood and magnitude of any liability that may arise.

- Obtained confirmation from management''s consultant with respect to ongoing tax litigations and held discussions regarding the material cases with the management.

- Reviewed the provisions recorded and assessed the adequacy of disclosures in the financial statements.

- Reviewed minutes of board meetings, including the sub-committees.

2. Valuation of biological assets

Refer to note 11 in the financial statements for the related disclosures.

The biological assets of the Company represent the unharvested / standing crops of Corn as on the reporting date. Ind AS 41, Agriculture, requires that biological assets shall be recognized at its fair value less point of sale costs, except when there is inability to measure fair value reliably.

Based on the assessment done by the management of the Company, there are neither observable market prices for these unharvested / standing crops nor are there alternative estimates of fair value that are determined to be clearly reliable that give a fair expression of the fair values. Hence, the unharvested / standing crops of corn are measured at initial recognition and at each financial reporting date at cost.

Management determines the cost of biological assets based on a methodology using the following key estimates:

- Sowing plan

- Crop stage

- expected crop yield/production;

- Production report; and

- cost incurred as on date;

The resulting estimate is highly sensitive to the inputs and requires management to make several judgemental assumptions and assessments. As at 31^st March, 2019, the above methodology was applied to the unharvested / standing crops of corn with the carrying value of Rs. 3.15 crores.

Due to the degree of judgement involved in the valuation of biological assets, this is considered as Key Audit Matter.

Our audit procedures in respect of this matter included:

- Understanding the policies and procedures applied to recognizing cost of biological asset as well as compliance therewith, including an analysis of the effectiveness of controls.

- Reviewed the principles used in the valuation of the standing crop and analysed the key assumptions.

- Performed detailed testing on the key inputs into valuation including estimated yields, crop stage and confirm validity, accuracy and completeness of the production report.

- Compared the prior year estimated yields to the current year actuals attained to assess the reasonableness and accuracy of management estimates.

- Reviewed and recalculated the formulae as per the production report for accuracy.

3. Revenue recognition

Refer the disclosures related to revenue recognition in note 2(O), note 23 and note 40 of the financial statements.

Revenue is recognized in accordance with Ind AS 115, net of discounts, incentives and rebates accrued to the customers based on sales and returns from customer. The estimate associated with these discounts, incentives, and rebates involves significant estimates. Consequently, there is a possibility that the contractual terms that give rise to these adjustments to sales are incorrectly recorded and thus, revenue recognized in the financial statements may be incorrectly measured.

We determined this matter to be a key audit issue due to the variety of discounts and incentives offered, as well as the complexity associated with the estimates that management must make to record some of them at year end.

Our audit procedures in respect of this matter included:

- Understood the policies and procedures applied to revenue recognition as well as compliance therewith, including performing testing of controls to assess the effectiveness of the same.

- Verified and discussed with management significant discount, incentives and rebates schemes rolled by the management including contractual terms and conditions related to discounts and incentives, as well as the assumptions used in the related estimates.

- Verified the relevant estimates made and checked approvals in connection with discounts, incentives and rebates at year end.

- Enquired if there is any change in the estimation method from the last year.

- Verified other adjustments and credit notes issued after the reporting date particularly the true up/true down working and relevant approval for adjustments.

- Reviewed disclosures included in the notes to the financial statements.

4. Sales return reserve

Refer the disclosures related to Revenue recognition in Note 2 (O), note 22, note 23 and note 40 of the financial statements.

Revenue is recognized net of actual sales returns and sales return reserve, which is based on management estimates. The Company creates sales return reserve against each sales invoice generated at a predefined rate and does true-up of the sales return reserve based on the inputs received from the sales and commercial team at the year end. The method of creating the sales return reserves requires significant estimate based on complex, highly subjective judgments and hence require special audit consideration due to geographical, environmental factors, market conditions, historical experience and complexity associated with the estimates that management make to record them at year end. Since the said matter is subject to management''s judgment, the rationality of the basis is one of the key audit matters.

Our audit procedures in respect of this matter included:

- Understood the policies and procedures applied to creation of sales return reserve, including performing testing of controls to assess the effectiveness of the same.

- Analysed if the sales return reserve is created for all invoices generated during the year as per the rate approved by the management.

- Verified the relevant estimates made and checked approvals in connection with sales return reserve created at year end.

- Enquired if there is any change in the estimation method from the last year.

- Verified other adjustments and credit notes issued after the reporting date particularly the true up/true down working and relevant approval for adjustments.

- Reviewed disclosures included in the notes to the financial statements.

5. Allowance for inventory obsolescence

Refer to note 12 of the financial statements.

The Company holds significant inventories and records allowance for identified and estimated inventory obsolescence. As at 31^st March, 2019, the Company had inventories of Rs. 277.71 crores. The Company provides for obsolescence for Corn business considering the inventory on hand, expected harvest and expected sales till the end of the crop year. Further the estimates are validated by Laboratory tests and trends of the obsolescence in the past. The obsolescence covers inventory under work-in-progress and finished goods. Given the significant judgment involved in management''s assessment, the allowance for inventory obsolescence is identified as a key audit matter.

Our audit procedures in respect of this matter included:

- Understood management policy and process for identification of providing of obsolete inventory, including performing testing of controls to assess the effectiveness of the same.

- Reviewed the management''s judgement applied in calculating the value of inventory obsolescence, taking into consideration laboratory testing reports and management assessment of the present and future condition of the inventory.

- Assessed the adequacy of the relevant disclosure in the notes to the financial statements.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management report, Chairman''s statement, Director''s report etc. but does not include the financial statements and our auditor''s report thereon

Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

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

(b) I n 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 statement of profit and loss, the Statement of Changes in Equity and the cash flow statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31^st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 35 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

3. As required by The Companies (Amendment) Act, 2017, in our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.

Auditor''s Responsibilities for the Audit of the Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

ANNEXURE B

TO INDEPENDENT AUDITORS'' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF MONSANTO INDIA LIMITED FOR THE YEAR ENDED 31^st MARCH, 2019

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report]

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

(b) All the fixed assets (Property, Plant and Equipment) have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventory, including stock with third parties, has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on verification between the physical stock and the book records.

iii. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act''). Accordingly, the provisions stated in paragraph 3 (iii) (a) to (c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant as specified by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, goods and service tax, duty of customs, cess and any other statutory dues applicable to it.

There were no undisputed amounts payable in respect of provident fund, income tax, goods and service tax, customs duty, cess and other material statutory dues in arrears as at 31^st March, 2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and examination of records of the Company, the outstanding dues of income-tax, goods and service tax, cess and any other statutory dues on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount Rs. in crores	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income tax demand	35.49#	Assessment year 2008-09, 2010-11, 2011-12 and 2016-17	Commissioner of Income Tax, Appeals (CIT(A))
Income Tax Act, 1961	Income tax demand	203.25"	Assessment year 2009-10 to 2015-16	Income Tax Appellate Tribunal (ITAT)
Finance Act, 1994	Service Tax	18.36	October 2009- June 2017	Commissioner of GST and Central Excise

Name of the statute	Nature of dues	Amount Rs. in crores	Period to which the amount relates	Forum where dispute is pending
Entry Tax Act, 1976	Entry Tax	0.11	2015-16	Assistant Commissioner, Anti Evasion
Various state Value Added tax	Value Added Tax	2.13A	2002-03, 2009-10 to 2013-14	Deputy Commissioner of Commercial Tax

# 6.04 paid under protest

Rs. 158.02 paid under protest

^A 1.28 paid under protest

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions stated in paragraph 3 (ix) of the Order are not applicable to the Company.

x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.

[Referred to in paragraph 2(f) under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to financial statements of Monsanto India Limited ("the Company") as of 31^st March, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls With Reference to Financial Statements

A Company''s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls With Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31^st March, 2019, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For MSKA 8 Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

Yogesh Sharma

Date: 30^th April, 2019 Partner

Place: Mumbai Membership No. 211102

---

Mar 31, 2018

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Monsanto India Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the IND AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the IND AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

a) The Indian GAAP financial statements of the Company for the year ended March 31, 2017, were audited by another auditor whose report dated May 5, 2017 expressed an unmodified opinion on those statements.

b) The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2016 and March 31, 2017 dated May 30, 2016 and May 5, 2017 respectively expressed an unmodified audit opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

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

(b) I n 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 Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure A’

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - Refer Note 36 to the Ind AS financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of sub-section 11 of section 143 of the Act, we give in the ‘ Annexure B’, a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE A

ANNEXURE A TO THE INDEPENDENT AUDITOR’ S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF MONSANTO INDIA LIMITED [Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Monsanto India Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the “Guidance Note” . These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

ANNEXURE B

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF MONSANTO INDIA LIMITED FOR THE YEAR ENDED MARCH 31, 2018

[Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report]

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

(b) All the fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventory, including stock with third parties, has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on verification between the physical stock and the book records.

iii. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, the provisions stated in paragraph 3 (iii) (a) to (c) of the Order are not applicable to the Company.

iii. In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.

vi. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant as specified by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given

to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, goods and service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it.

(b) There were no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales tax, service tax, goods and service tax, customs duty, excise duty, value added tax, cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us and examination of records of the Company, the outstanding dues of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues on account of any dispute, are as follows:

Name of the statute		Nature of dues	Amount in crores			Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961		Income tax demand	109.17#			Assessment year 2008-09 to 2015-16	Commissioner of Income Tax Appeals CIT(A)
Income Tax Act, 1961		Income tax demand	99.61”			Assessment year 2009-10, 2011-12, to 2012-13	Income Tax Appellate Tribunal (ITAT)
Various State Sales tax laws	Sale Tax/VAT			0.46	Assessment year 2001-03, 2009-10 to 2012-13		Various levels of State Sales Tax Authorities
Central Excise Act, 1944	Excise Duty Demand			0.36	Assessment year 2013-14 to 2014-15		Additional Commissioner of Central Excise
Finance Act, 1994	Service Tax Demand			4.68	Assessment year 2009-10 to 2013-14		Commissioner of Service Tax
Central Sales Tax Act, 1956	Sales Tax			6. 93	Assessment year 2010-11 to 2013-14		Various levels of State Sales Tax Authorities

“ 74.92 paid under protest

# 28.08 paid under protest

viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions stated in paragraph 3 (ix) of the Order are not applicable to the Company.

x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.

xi. According the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act .

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.

For MSKA 8 Associates

(Formerly known as MZSK 8 Associates)

Chartered Accountants

ICAI Firm Registration No. 105047W

Amrish Vaidya

Place: Mumbai Partner

Date: May 15, 2018 Membership No. 101739

---

Mar 31, 2017

TO THE MEMBERS OF MONSANTO INDIA LIMITED

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 31^st March 2017, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

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, of the state of affairs of the Company as at 31^st March 2017, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit, we report, to the extent applicable that:

a) We have sought and 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 Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) I n our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31^st March 2017 and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact, as estimated, of pending litigations on its financial position in its financial statements in accordance with generally accepted accounting principle;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. The Company did not have any holdings or dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November, 2016 of the Ministry of Finance, during the period from 8^th November, 2016 to 30^th December, 2016.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a Statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date for the year ended 31^st March 2017 of Monsanto India Limited)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Monsanto India Limited ("the Company") as of 31^st March 2017 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgments, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March

2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

Referred to in paragraph 2 under the heading of "Report on Other Legal and Regulatory Requirements" section of our report of even date on the accounts for the year ended 31st March, 2017 of Monsanto India Limited ("the Company")

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

(b) The Company has a programme of verification of fixed assets to cover all the items in a phased manner over a period of 2 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) With respect to immovable properties of freehold land and buildings, according to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed / court orders approving schemes of arrangements/ amalgamations provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date.

(ii) 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, and no material discrepancies were noticed on such physical verification or confirmations.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) The Company has not granted any loans, made investments or provided guarantees referred to in sections 185 and 186 of the Act and hence reporting under clause 3 (iv) of the Order is not applicable.

Name of Statute	Nature of Dues	Amount (?)	Period to which the Amount Relates	Due Date	Date of subsequent payment
APPT Act ,1987	Professional Tax	10,200	Assessment Year: 2017-18	10th September, 2016	12th April,2017

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit during the year and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed there under are not applicable to the company.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, 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.

(vii) 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, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues (other than as stated in b. below) applicable to it to the appropriate authorities.

b. There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2017 for a period of more than six months from the date they became payable, except as below:

(viii) The Company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any debentures. Hence reporting under clause 3

c. Details of dues of Income-tax, Sales Tax, Service Tax, Excise Duty , Value Added Tax and Cess which have not been deposited as on 31st March, 2017 on account of disputes are given below:

Name of Statute	Nature of Dues	Forum where Dispute is Pending	Period to which the Amount Relates	Amount Involved (Rs, in crores)
Income Tax Act, 1961	Income Tax demand	Income Tax Appellate Tribunal	Assessment Year: 2009-10	11.63A
Income Tax Act, 1961	Income Tax demand	Commissioner of Income Tax (Appeals)	Assessment Year: 2010-11 to 2014-15	115.59#
Various State Sales Tax Laws	Sales Tax / VAT	Various levels of State Sales Tax Authorities	Assessment Year: 2002 - 03, 2008 - 09 to 2012 - 13	1.26
Central Sales Tax Act, 1956	Sales Tax	Various levels of State Sales Tax Authorities	Assessment Year: 2003 - 04, 2010 - 11, 2013 - 14	0.21
Central Excise Act, 1944	Excise Duty Demand	Additional Commissioner of Central Excise	Assessment Year 2013 -14 to 2014 - 15	0.36
Finance Act, 1994	Service Tax Demand	Commissioner of Service Tax	Assessment Year 2009 -10 to 2013 - 14	4.68

^ANet of Rs, 22.75 crores paid under protest #Net of Rs, 21.97 crores paid under protest

(viii) of the Order is not applicable to the Company.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

(x) 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 by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3

(xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS 8 SELLS LLP

Chartered Accountants

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

P. B. Pardiwalla

Place: Mumbai Partner

Date: May 05, 2017 Membership No. 4000

---

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)