The Board of Directors are pleased to present the 19th Annual Report of
 the Company together with the Audited Statement of Accounts, Auditors''
 Report and the report on business and operations of the Company for the
 financial year ended 31st December 2012.
 
 FINANCIAL PERFORMANCE
 
 The financial highlights for the year under review are presented below:
 
                                                  (Rs. in Lacs)
 
                         Consolidated             Stand Alone 
 Description             31-Dec-2012  31-Dec-2011 31-Dec-20   31-Dec-2011
 
 Sales Including other 
 Income                   107,299.46    95,214.92   12,946.75   17,044.22
 
 Earnings Before 
 interest, Tax & 
 Depreciation and          17,287.77    13,584.90     5013.54    7,315.10
 Amortization
 
 Profit before 
 exceptional item, 
 prior period 
 adjustments                7,250.63     2,679.24      589.59    1,593.66 
 and Tax
 
 Exceptional Item            (470.42)     (238.24)    (470.42)        -
 
 Prior period 
 adjustments                     -         (62.95)        -           -
 
 Profit Before Tax          6,780.21     2,378.05      119.17    1,593.66
 
 Profit / (Loss) 
 After Tax (PAT)            5,936.27     1,229.05      294.17    1,418.66
 
 Add: Balance brought 
 forward from 
 previous Year             13,464.60    13,654.21   (2,780.57)  (2,780.57)
 
 Adjustment on account 
 of amalgamation of 
 subsidiary                   143.47          -       (179.02)        -
 company
 
 Surplus Available for 
 Appropriations            19,544.34    14,883.26   (2,665.42)  (1,361.91)
 
 Appropriations:
 
 Proposed Final Dividend         Nil          Nil         Nil         Nil
 
 Tax on Dividend                 Nil          Nil         Nil         Nil
 
 Transfer to General 
 Reserve                         Nil          Nil         Nil         Nil
 
 Transfer to Debenture 
 Redemption Reserve           294.17     1,418.66      294.17    1,418.66
 
 Balance Transferred 
 to Balance Sheet          19,250.17    13,464.60   (2,959.59)  (2,780.57)
 
 Conversion rates as on 31st December, 2012:
 
 For Balance Sheet items (Closing Rate)   [For Profit & Loss Account
                                          (Average Rate)
 
 1 USD = Rs. 54.9950                       Rs. 54.0500
 
 1AUD = Rs. 57.0463                        Rs. 55.5191
 
 1 EURO = Rs. 72.5302                      Rs. 70.6148
 
 1THB = Rs. 1.7978                         Rs. 1.7403
 
 11DR = Rs. 0.00571                        Rs. 0.00578
 
 1BRL = Rs. 26.8596                        Rs. 27.6617
 
 BUSINESS OVERVIEW/OPERATIONS
 
 We have seen an excellent growth of 21% in the International business
 of the company during this year. We adopted a new business model in
 India under which UPL has been given the rights to produce and sell our
 seeds and in turn UPL shall make royalty payment to our Company as a
 certain percentage on sale. This change has helped to smoothen the
 operations and the results are encouraging.
 
 Canola crop in Australia performed the best during this year riding on
 the success of the varieties and the TT technology.  Canola showed a
 76% growth at the global level. Long reach varieties have gained share
 in the wheat markets of Australia based on superior performance. Corn
 seed production suffered due to bad weather in Thailand, adversely
 affecting the availability in various markets. But still corn recorded
 a good growth of 11% over the last year. The other crops performed
 well.
 
 FUTURE OUTLOOK / PROSPECTS
 
 The future outlook of this business looks very bright. In 2013, the
 business environment is expected to be favorable in view of the high
 commodity prices in corn, sorghum and oilseeds. Our International
 business, particularly in Europe, SE Asia and Latin America is poised
 for a big growth in 2013. Few of the investments which we have been
 making in research and market development are expected to start paying
 off from 2013 onwards. We have positioned ourselves for a good growth
 by producing adequate amount of seed to meet the planned growth in
 2013. During 2012, we have launched GM corn in Philippines and Brazil
 which is expected to ramp up in 2013. However, all our plans are
 subject to favorable weather in all our operating countries.
 
 MODERNISATION / EXPANSION PROJECTS
 
 We are in the process of modernizing our plants in Thailand and
 Argentina. Because of the continuous growth in our business, the
 capacities of our plants are being completely utilized in all the
 countries. We are reviewing these capacities and will be taking actions
 soon to upgrade all the facilities to suit the medium term business
 plans.
 
 We are also investing in various market development activities in
 emerging markets like SE Asia and Africa. These investments have long
 gestation period.
 
 RESEARCH & DEVELOPMENT
 
 We continue to invest 10% to 11% of our revenues in research activity.
 This is essential to ensure a good future for the company. The
 investments in long gestations projects like Nutrisun and Long reach
 have started to show results in 2012.  We have seen Nutrisun getting
 its first big order in this year which will be executed in 2013. This
 will make this project break even in 2013. Similarly Long reach
 varieties have started gaining market share and are promising to make
 it a profitable business very soon. We have invested in a SNP machine
 in Argentina which should increase the speed and the precision of our
 breeding activities with the use of SNP markers. We have invested more
 in the breeding programmes in France and Brazil during this year.
 
 DIVIDEND AND TRANSFER TO RESERVES
 
 The Board of Directors do not recommend any Dividend for the Financial
 Year ended 31st December, 2012 in view of inadequate Profits during the
 said year. Owing to the said reason, it is not proposed to transfer any
 amount to General Reserve Account.
 
 Pursuant to the provisions of the Companies Act, 1956, the Company
 shall create a debenture redemption reserve Account for redemption of
 its debentures and adequate amounts shall be transferred to the said
 Account, out of its profits every year, until such debentures are
 redeemed fully.
 
 In compliance with the aforesaid provisions, the Company has
 transferred an amount of Rs. 294.17 lacs to the debenture redemption
 reserve, being the available surplus profit for the year ended 31st
 December 2012.
 
 SUBSIDIARIES
 
 As on date, your Company has four direct subsidiaries: Advanta Seeds
 Limited - India; Advanta Holdings B.V. - Netherlands; Advanta Seed
 International - Mauritius; PT Advanta Seeds Indonesia - Indonesia and
 eleven step-down subsidiaries: Advanta US Inc. - USA; Advanta
 Netherlands Holdings B.V. - Netherlands; Advanta Finance B.V. -
 Netherlands; Advanta International B.V. - Netherlands; Pacific Seeds
 Holding (Thailand) Ltd - Thailand; Advanta Commercio De Sementas LTDA -
 Brazil; Pacific Seeds Pty. Ltd. - Australia; Advanta Semillas, SAIC -
 Argentina; Pacific Seeds (Thai) Ltd. - Thailand; Long Reach Plant
 Breeders Management Pty. Ltd. - Australia; Advanta (B.V.I) Ltd.-
 British Virgin Islands.
 
 Pursuant to the provisions of Section 212 of the Companies Act, 1956,
 your Company, being the Holding Company, is required to attach the
 Directors'' Report, Balance Sheet, and Profit and Loss account and other
 documents of its subsidiaries along with its Balance Sheet.
 
 In this regard, it may be noted that pursuant to the directions issued
 by the MCA, vide General Circular No.2/ 2011, Dt.8th February, 2011,
 general exemption has been granted to the Companies from complying with
 the provisions of Section 212 of the Companies Act, 1956 in respect of
 their subsidiaries. This implies that your Company, being the Holding
 Company need not attach the Balance Sheet, Profit and Loss account
 etc., of its subsidiaries subject to compliance of certain conditions
 attached with the said exemption.
 
 In view of the compliance of said conditions, audited consolidated
 financial statements for the year ended 31st December, 2012, prepared
 in compliance with applicable Accounting Standards are attached
 herewith.
 
 Further, your Company undertakes that the Annual Accounts of the
 subsidiary Companies and the related detailed information will be made
 available to its shareholders and to the shareholders of its subsidiary
 companies seeking such information at any point of time. Further, the
 Annual Accounts of the subsidiary Companies shall also be kept for
 inspection by any shareholder at its head office and that of the
 concerned subsidiary companies.
 
 Further Statement as required under Section 212 in respect of
 Subsidiaries is annexed to this Report.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investment in Associates and with reference to Clause 32 of the
 Listing Agreement, your Directors present the Audited Consolidated
 Financial Statements in the Annual Report.
 
 CASH FLOW ANALYSIS
 
 The Cash Flow Statement for the year under reference in terms of Clause
 32 of the Listing Agreement entered into by the Company with the Stock
 Exchanges is annexed hereto.
 
 NON-CONVERTIBLE DEBENTURES
 
 The outstanding amount of Non-Convertible Debentures as on 31st
 December 2012 is Rs. 162 crores comprising 1620 Non-Convertible
 Debentures of Rs. 10,00,000 each.
 
 ISSUE OF SHARES - ESOP
 
 Consequent to the issue of 8,931 equity shares of Rs. 10 each to
 employees upon exercise of options under Employees Stock Option and
 Shares Plan-2006 of the Company, during the year under review, the
 paid-up share capital of the Company increased from Rs. 1685.42 lacs
 divided into 16,854,212 equity shares of Rs. 10/- each to Rs. 1686.31
 lacs divided into 16,863,143 equity shares of Rs. 10 each.
 
 The particulars of shares allotted during the FY ended 31st December,
 2012 are as follows:
 
 Date of 
 Allotment   Name of the 
             Allotted            No. of 
                                 Shares   Date of Listing
                                          BSE            NSE
 
 27.02.2012  H. Sateesh Hegde      4028   27.03.2012     27.03.2012
 
 07.05.2012  Suresh Atluri          504   13.07.2012     24.07.2012
 
 10.08.2012  Dr. M. Narasimham      800   03.09.2012     31.08.2012
 
 07.11.2012  Dr. Surinder K. Tikoo 1008  
             Dr. M. Narasimham     1000
 
             V. Satyadev            908   29.11.2012     23.11.2012
 
             V.R.Kaundinya          683
 
 FOREIGN CURRENCY CONVERTIBLE BONDS
 
 In July 2011 the Company had issued USD 50,000,000 Floating Rate
 Guaranteed Convertible Bonds due 2016 Convertible into Ordinary Shares
 or Global Depository Shares representing Ordinary Shares of the
 Company.
 
 The said bonds are listed at Singapore Exchange Limited. If the
 bondholder(s) opt for conversion, the equity capital of the Company
 will increase by an amount of Rs. 7,94,44,210 comprising of 79,44,421
 equity shares of Rs. 10 each.
 
 During the year under review, the Company has not received any
 conversion notice from the FCCB holders.
 
 Further information, such as the total bonds issued, bonds converted,
 expected number of shares to be allotted in respect of outstanding
 FCCBs is given in detail in Corporate Governance Report.
 
 COMMERCIAL PAPER
 
 In January 2013, the Company has redeemed all the outstanding 300 units
 of Commercial Paper (CP) of face value of Rs. 5 lacs each aggregating
 to Rs. 15 Crores which were issued in January 2012. Consequently, there
 are no outstanding Commercial Paper as on date.
 
 RIGHTS ISSUE
 
 As the members are aware, the Company had filed Draft Letter of Offer
 (DLOF) for issue of equity shares on rights basis aggregating to an
 amount upto Rs. 200 Crores with SEBI on 30.03.2011.
 
 We are glad to inform you that, the Company has received final
 observations from SEBI vide its letter No. CFD/DIL-1/ SD/19128/2012
 dated August 28, 2012.
 
 Your management, in consultation with its Book Running Lead Managers,
 will take a decision on the future course of action.
 
 PUBLIC DEPOSITS
 
 The Company has neither accepted nor renewed any deposits from public
 within the meaning of Section 58A and 58AA of the Companies Act, 1956,
 and the Companies (Acceptance of Deposits) Rules, 1975, during the year
 under review.
 
 DIRECTORS
 
 Pursuant to the provisions of Section 256 of the Companies Act, 1956
 and the Articles of Association of the Company Mr. Vikram R. Shroff and
 Mr. Vinod Sethi, Directors of the Company retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 re-appointment.
 
 A brief profile of the said Directors as required by Clause 49(IV)(G)
 of the Listing Agreement is provided in the Notice, attached hereto.
 The Board of Directors recommends the same for your approval in the
 ensuing AGM.
 
 AMALGAMATION AND ARRANGEMENT
 
 Your Board of Directors feel glad to inform you that the Hon''Ble High
 Court of Andhra Pradesh, vide its order dated 09.10.2012 has sanctioned
 the Scheme of Amalgamation and Arrangement between your Company and
 it''s wholly owned subsidiary, Unicorn Seeds Private Limited and their
 respective Shareholders and Creditors.
 
 The said Scheme, which has come into effect from 23rd November 2012,
 being the Effective Date has become operative from 01.04.2011, being
 the Appointed Date.
 
 AUDITORS AND AUDITORS REPORT
 
 M/s. SR Batliboi and Associates LLP, Chartered Accountants, Statutory
 Auditors of the Company retire at the conclusion of the ensuing AGM.
 However, being eligible for re-appointment, they have offered
 themselves for reappointment. As recommended by the Audit Committee,
 the Board of Directors propose the appointment of M/s. S.R.Batliboi &
 Associates LLP, Chartered Accountants as Statutory Auditors for the
 financial year 2013.
 
 The Statutory Auditors have confirmed that their appointment, if made,
 will be in accordance with the provisions of Section 224(1B) of the
 Companies Act, 1956.
 
 Statutory Auditors of the Company, vide Para 9 of their Report on
 Consolidated Financial Statements, have qualified their Report about
 recognition of deferred tax assets with respect to the subsidiary
 companies i.e. Pacific Seeds Holdings (Thailand) ltd., Long reach Plant
 Breeders Management Pty. Ltd., PT Advanta Seeds Indonesia, Advanta
 Comercio De Sementes LTDA., Pacific Seeds Pty Ltd., Advanta Holdings BV
 and Advanta Semillas SAIC, stating that there is no virtual certainty
 as required by Accounting Standard (AS) 22, ''Accounting for Taxes on
 Income'' to indicate that it is probable that the said companies will
 have sufficient taxable profits against which such deferred tax assets
 can be utilized.
 
 In this regard, your attention is requested to Note No.33 of Notes to
 Consolidated Accounts on recognition of deferred taxes containing
 management''s opinion that the said unused losses can be utilized.
 
 Auditors of the Company, vide para 10 of their Report on Consolidated
 Financial Statements have qualified their Report about the recognition
 of MAT Credit entitlement in respect of Advanta Semillas SAIC,
 Argentina, subsidiary company.  Your attention is invited to Note No.
 33 wherein the management explained its view that the said MAT credit
 can be utilized.
 
 Auditors of the Company, vide para 11 of their Report on Consolidated
 Financial Statements have qualified their Report about consolidated
 segment information. Your attention is invited to Note No.40 wherein
 the management explained its view that providing the said information
 would be prejudicial to the interest of the Group.
 
 COST AUDIT
 
 The members may note that by virtue of Order No. F.No. 52/26/CAB-2010,
 dated 6th November 2012, issued by the Ministry of Corporate Affairs,
 your Company has been generally directed to get its cost accounting
 records in respect of FY commencing on 1st day of January 2013, audited
 by a practicing Cost Accountant.
 
 In view of the aforesaid, the Board of Directors have appointed M/s.
 MPR & Associates, Cost Accountants, as Cost Auditor of the Company to
 conduct the audit of cost records maintained by the Company for the
 Financial Year ending 31st December, 2013.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of knowledge and belief and according to the information
 and explanations obtained by them, your Directors make the following
 statement in terms of Section 217 (2AA) of the Companies Act, 1956:
 
 i.  That in the preparation of accounts for the year ended December 31,
 2012, the applicable accounting standards have been followed and that
 no material departures have been made from the same.
 
 ii.  That the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of the affairs of the Company at the end of the financial year and of
 the profit of the Company for that period.
 
 iii. That proper and sufficient care has been taken for the maintenance
 of the adequate accounting records in accordance with the provisions of
 the Companies Act, 1956 for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 iv.  That the Directors had prepared annual accounts for the year ended
 31st December, 2012 on a going concern basis.
 
 QUALITY
 
 Quality first! True progress lies in enhancing the quality of life of
 farmers and making their future better. In line with this thought, we
 have reinforced our focus on quality - what it means to us and how we
 can achieve higher quality in our processes, product development and
 people management.
 
 Advanta has striven for and successfully created a participatory
 approach in its regional / country / location specific farming
 practices by partnering with farmers / local communities and leveraging
 on growing awareness levels of farmers on access to better inputs,
 infrastructure and emerging agronomic / management practices for better
 yields.
 
 In Research, Marketing and Sales, we have been moving from strength to
 strength in line with the strategies laid out on new Product
 Development, Go to Market and Customer Satisfaction.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Pursuant to the provisions of Clause 49 of the Listing Agreement, a
 report on Management Discussion and Analysis is furnished as Annexure -
 A to this Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Particulars with respect to conservation of energy, technology
 absorption, foreign exchange earnings and outgo pursuant to Section
 217(1) (e) of the Companies Act, 1956 read with the Companies
 (Disclosures of particulars in the report of Board of Directors) Rules,
 1988 are provided in Annexure - B which forms part of this report.
 
 PERSONNEL
 
 The relationship with all employees and workers at all levels of the
 Company remained very cordial throughout the year.  Your Directors
 place their appreciation for the contribution made by all the employees
 of the Company.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees, as required under section 217(2A) of the
 Companies Act, 1956 and the Companies (Particulars of Employees) Rules,
 1975 as amended, forms part of this report. However in pursuance of
 section 219(1)(b)(iv) of the Companies Act, 1956, this report is being
 sent to all the shareholders of the company excluding the aforesaid
 information and the said particulars are made available at the
 registered office of the Company. Any shareholder interested in
 obtaining copy of the same may write to the Company Secretary at the
 registered office of the Company. None of the employees listed in the
 said Annexure is related to any Director of the Company and all the
 employments are contractual in nature.
 
 EMPLOYEES STOCK OPTION PLAN (ESOP)
 
 The Advanta India Limited Employees Stock Option and Shares Plan - 2006
 (ESOPs) approved by the shareholders on 20th September, 2006 is in
 force. In accordance with the said Plan, the Company reserved 1,68,000
 Equity Shares to be issued to its employees and to the employees of its
 subsidiaries on one to one basis at an exercise price of Rs. 285/-
 being the market price as per the valuation report from a Chartered
 Accountant on the date of grant. The options were granted with a
 vesting period spread over 4 years and 6 months. Out of the total
 options granted, vesting of such options is conditional upon the
 employee''s tenor and upon the Company meeting annual performance
 benchmarks based on parameters set by the Remuneration Committee.
 
 The disclosures as required under Clause 12 & 19 of SEBI (Employees
 Stock Option Scheme & Employees Stock Purchase Scheme) Guidelines, 1999
 are enclosed as Annexure - C to this Report.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to achieve the highest standards of corporate
 governance and it aspires to benchmark itself with best international
 practices in this regard.
 
 As required under Clause 49 of the Listing Agreement with the Stock
 Exchanges, a separate section on Corporate Governance practices
 followed by the Company together with a certificate from a Company
 Secretary in practice confirming compliance is annexed as part of the
 Annual Report.
 
 INSIDER TRADING REGULATIONS
 
 Based on the requirements under SEBI (Prohibition of Insider Trading)
 Regulations, 1992, as amended from time to time, the Company has
 adopted Code of Conduct for prevention of Insider Trading and the same
 is in force.
 
 LISTING
 
 The Equity Shares of your Company continue to be listed on BSE Limited
 (BSE) and National Stock Exchange of India Limited (NSE). There is no
 default in payment of Annual listing fees.
 
 DEMATERIALISATION OF SHARES
 
 It may be noted that the entire paid up equity share capital of the
 Company (except 2 shares) are held in dematerialized form as on 31st
 December 2012.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to express their grateful appreciation for the
 valuable support and co-operation received from customers, investors,
 lenders, business associates, banks, financial institutions, various
 statutory authorities and society at large.
 
 Your Directors also place on record their appreciation for the
 contribution, commitment and dedication of the employees of the Company
 and its subsidiaries at all levels.
 
                             For and on behalf of the Board of
 
                                         Advanta India Limited
 
 Place : Mumbai        V.R. Kaundinya          Vikram R Shroff
 
 Date : 26.04.2013     Managing Director              Director