1.  We have audited the attached Balance Sheet of Bayer CropScience
 Limited (the Company) as at March 31, 2011, and the related Profit
 and Loss Account and Cash Flow Statement for the year ended on that
 date annexed thereto, which we have signed under reference to this
 report. 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 misstatement.  An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by 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, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of The Companies Act, 1956'' of
 India (the ''Act'') and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the
 directors, as on March 31, 2011 and taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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 March 31, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS'' REPORT (Referred to in Paragraph 3 of the
 Auditors'' Report of even date to the members of Bayer CropScience
 Limited on the financial statements for the year ended March 31, 2011)
 
 (i) (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period of two 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, a portion of the fixed assets has been physically
 verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 (ii) (a) The inventory (including stocks with third parties) has been
 physically verified by the Management during the year. In our opinion,
 the frequency of verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the Management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured,
 to companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 (iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, 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, fixed assets
 and for the sale of goods and services. Further, on the basis of our
 examination of the books and records of the Company, and according to
 the information and explanations given to us, no major weakness have
 been noticed or reported.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act have been entered in the register
 required to be maintained under that Section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 thereunder.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, and 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.
 
 (ix) (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 the 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 other material statutory dues, as
 applicable with the appropriate authorities though there has been
 slight delays in few cases.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of wealth tax
 as at March 31, 2011 which have not been deposited on account of any
 dispute. Refer Appendix A for particulars of dues of income tax, sales
 tax, customs duty, service tax, excise duty and cess thereon as at
 March 31, 2011 which have not been deposited on account of dispute.
 
 (x) The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 (xi) According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any banks as at Balance Sheet date. Further,
 there were no dues payable to financial institution or debenture
 holders as at the Balance Sheet date.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) The provisions of any special statute applicable to chit fund/
 nidhi/ mutual benefit fund/ societies are not applicable to the
 Company.
 
 (xiv) In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 (xv) In our opinion and 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 during the year.
 
 (xvi) The Company has not obtained any term loans.
 
 (xvii) On the basis of an overall examination of the Balance Sheet of
 the Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties and companies covered in the register maintained under
 Section 301 of the Act during the year.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) During the course of our 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
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
                                    
 Appendix A
 
 [Referred to in paragraph (ix)(b) of our annexure to the Auditors''
 Report of even date to the members of Bayer CropScience Limited on the
 financial statements for the year ended March 31, 2011 ]
 
 Sr.  Name of the Statute     Nature of Dues        Amount
 No.                                               (Rs. in ''000s)
 
 1.   Excise Duty
 
      The Central Excise Act, Excise duty including  4,284
      1944                    interest and penalty,
                              where applicable
 
                                                     7,132
 
                                                    13,648
 
      Sub Total                                     25,064
 
 2.   Service Tax
 
      The Finance Act, 1994   Service Tax liability  1,051
                              including interest
                              and penalty, where
                              applicable             8,105
 
      Sub Total                                      9,156
 
 3.   Sales Tax
 
      The Central Sales Tax   Sales Tax liability  330,773
      Act, 1956 and Local     including penalty
      Sales Tax Acts          and interest, where
                              applicable
 
                                                     2,571
 
                                                    59,300
 
      Sub Total                                    392,644
 
 4.   Customs Duty
 
      The Customs Duty Act,   Demand raised with   321,836
      1962                    interest and penalty due
                              to valuation dispute
 
      Sub Total                                    321,836
 
 5.   Income Tax
 
      The Income Tax Act,     Income Tax liability   1,062
      1961                    including interest
                              and penalty, where
                              applicable            14,074
 
                                                    15,388
 
      Sub Total                                     30,524
 
      Total                                        779,224
 
 
 
 
 Name of the Statue      Period to which the      Forum where
                          amount relates         dispute is pending
 
 Excise Duty
 
 The Central Excise Act,
 1944                    Years 1986 to 1991
                         and 1993                Appellate Authority
                                                 - up to
                         to 1997                Commissioner''s level
 
                         Years 1993-1994, 1998
                          to                     Custom, Excise and
                                                 Service
                         2004 and 2007       Tax Appellate Tribunal
 
                         Years 1994-1995, 2000-          High Court
                         2001, 2001-2002 and 2002-
                         2003
 
 Sub Total
 
 Service Tax
 
 The Finance Act, 1994   Years from 2004 to 2007 Appellate Authority
                                                  - up to Commissio
                                                 -ner''s level
 
                         Year 2006-2007          Custom, Excise and 
                                                 Service Tax
                                                 Appellate Tribunal
 
 Sub Total
 
 Sales Tax
 
 The Central Sales Tax
 Act, 1956 and Local
 Sales Tax Acts          Years 1977-1978 to
                         1984-                   Appellate Authority 
                                                 - up to
                         1985, 1994-1995,
                         1995-1996,              Commissioner''s level
                         1999-2000 to 2005-2006,
                         2007-2008 to 2009-2010
 
                         Years 1989-1990 to 1991- Sales Tax Appellate
                                                  Tribunal
                         1992, 2000-2001, 2009-2010
 
                         Year 2003-2004           High Court
 
 Sub Total
 
 Customs Duty
 
 The Customs Duty Act,
 1962                    For the period February 
                          1996                   The Supreme Court of
                                                   India
                         to September 1999 
 
 Sub Total
 
 Income Tax
 
 The Income Tax Act,
 1961                    Assessment Year 
                         2005-2006               Appellate Authority
                                                 - up to Commission
                                                 -er''s level
 
                         Assessment Years 1996-  Income Tax Appellate
                         1997 and 2003-2004      Tribunal
 
                         Assessment Year 2001-
                         2002                    High Court
 
 Sub Total
 
 Total
 
 
 
 For Price Waterhouse
 
                                Firm Registration Number: 007568S
                                            Chartered Accountants
 
                                                        Uday Shah
 
 Place :   Mumbai                                         Partner
 
 Date  :   May 19, 2011                   Membership No. F- 46061