1.  We have audited the attached Balance Sheet of COROMANDEL
 INTERNATIONAL LIMITED (the Company) as at 31 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 give 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 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 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.  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 31 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 31 March 2012 taken on record by the Board of
 Directors, none of the directors is disqualified as on 31 March 2012
 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 Company''s business/
 activities/result, clauses (x), (xii), (xiii), (xiv), (xviii), (xix)
 and (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 inventory:
 
 (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) In respect of loans, secured or unsecured, granted by the Company
 to companies, firms or other parties covered in the Register under
 Section 301 of the Companies Act, 1956, according to the information
 and explanations given to us:
 
 (a) The Company has granted loans aggregating Rs. 4950 Lakhs to three
 parties during the year. All the loans granted were repaid before the
 year end and the maximum amount involved during the year was Rs. 4950
 Lakhs (number of parties three).
 
 (b) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 (c) The receipts of principal amounts and interest have been as per
 stipulations.
 
 (d) There are no outstanding as at year end.
 
 According to the information and explanations given to us, the Company
 has not taken any loans, secured or unsecured from companies, firms or
 other parties listed in the register maintained under Section 301 of
 the Companies Act, 1956 and accordingly clauses 4 (iii)(f) and (g) of
 CARO are not applicable.
 
 (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 with regard
 to purchases of inventory and fixed 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 system.
 
 (vi) In respect of contracts or arrangements entered in the Register
 maintained in pursuance of Section 301 of the Companies Act, 1956, to
 the best of our knowledge and belief and according to the information
 and explanations given to us:
 
 (a) The particulars of contracts or arrangements referred to Section
 301 that needed to be entered in the Register maintained under the said
 Section have been so entered.
 
 (b) Where each of such transaction is in excess of Rs. 5 lakhs (other
 than the loans mentioned in paragraph (iv) above) in respect of any
 party, the transactions have been made at prices which are prima facie
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 (vii) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 In respect of unclaimed deposits, the Company has complied with the
 provisions of Sections 58A & 58AA or any other relevant provisions of
 the Companies Act, 1956.
 
 (viii) In our opinion, the Company has an adequate internal audit
 system commensurate with the size 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 fertilisers and insecticides 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:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and 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, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31 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
 31 March, 2012 on account of disputes are given below:
 
 Statute                Nature of Dues         Forum where Dispute is
                                                  pending
 
 Karnataka Sales Tax    Value added tax      Joint Commissioner (Appeals)
 Act, 1957
 
 West Bengal Sales Tax  Sales tax            Assistant Commissioner
 Act, 1994                                   (Appeals)
 
 Andhra Pradesh 
 General                Sales tax            Additional Commissioner 
                                             Legal
 Sales Tax Act, 1957
 
                                             Sales Tax Appellate Tribunal
 
 Uttar Pradesh Value    Sales tax            Additional Commissioner
 Added Tax Act, 2008                        (Appeals)
 
 Electricity Supply     Electricity Cess     High Court Andhra Pradesh
 Act, 1948
 
 Central Excise 
 Act, 1944              Excise duty          High Court Andhra Pradesh
 
                                             CESTAT
 
                                             Commissioner (Appeals)
 
 The Customs Act, 1962  Customs duty         CESTAT
 
                                             Commissioner (Appeals)
 The Finance Act, 1994  Service tax          CESTAT
 
 
 
 Statue                    Period to which the         Amount involved
                            amount relates               (Rs. in lakhs)
 
 Karnataka Sales Tax
 Act, 1957                  2005-06 to                      34
                            2007-08
 
 West Bengal Sales Tax
 Act, 1994                  2002-2003                        4
 
 Andhra Pradesh General
 Sales Tax Act, 1957        1995-1996 to                    27
                            1997-1998,
 
                            2000-2001 to                    70
                            2003-2004 and
 
 Uttar Pradesh Value
 Added Tax Act, 2008        2005-2006
                            2005-2006 to                    30
                            2007-2008, 2010-11
 
 Electricity Supply
 Act, 1948                  2003-2012                      158
 
 Central Excise Act, 1944   2003-04                        241
 
                            1998-2000,
                            2001-02, 2002-03,
                            2004-05 to 2008-09             222
 
                            2005-07 and
                            2011-12                         14
 
 The Customs Act, 1962      1998-1999                       11
 
                            2009-2010                       25
 
 The Finance Act, 1994      October 2007 to
                            October 2011                    59
 
 (xi) In our opinion and according to the information and explanations
 given to us, having regard to the rollover of buyer''s credit by the
 banks, the Company has not defaulted in the repayment of dues to banks
 and financial institutions. The Company has not issued any debentures.
 
 (xii) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company for loans taken by others from banks and financial institutions
 are not prima facie prejudicial to the interests of the Company.
 
 (xiii) In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained, other than temporary deployment pending
 application.
 
 (xiv) In our opinion and according to the information and explanations
 given to us and on an overall examination of the
 
 Balance Sheet, we report that funds raised on short-term basis have not
 been used during the year for long- term investment.
 
 (xv) 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. 008072S)
 
                                                Ganesh Balakrishnan
 
                                                            Partner
 HYDERABAD, April 23, 2012                   (Membership No.201193)