1.  We have audited the attached Balance Sheet of E.I.D.-PARRY(INDIA)
 LIMITED (the Company) as at 31st March, 2011, the Profit and Loss
 Account 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 Companys 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 (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 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 it appears from our examination of
 those books;
 
 (c) the Balance Sheet, the Profit 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 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 written representations received from the
 Directors as on 31st March, 2011 taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2011
 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 4(xii), 4(xiii), 4(xiv), 4(xviii), 4(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
 explanation 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 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 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.
 During the course of our audit, we have not observed any major weakness
 in such internal control system.
 
 (vi) According to the information and explanations given to us, there
 are no 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.
 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 Sugar, Rectified Spirit, Power and
 Bio-pesticides 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 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 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:
 
 Name of the statute  Nature of Dues  March 31, 2011   Forum where the
                                        Rs Lakhs          dispute is 
                                                            pending
              
 Central Excise Act,  Excise Duty           631        Assistant 
 1944                                                  Commissioner/
                                                       Deputy 
                                                       Commissioner, 
                                                       Commissioner, 
                                                       CESTAT, High 
                                                       Court
 
 Finance Act, 1994    Service Tax dues       48        Commissioner 
 (Service Tax)                                         (Appeals)
 
 Various States Sales Sales Tax – Local      114       Assistant 
 Tax Acts                                              Commissioner/
                                                       Deputy
                                                       Commissioner/
                                                       Tribunal
 
 Central Sales Tax    Sales Tax CST           70       Assistant 
 Act, 1956                                             Commissioner /
                                                       Deputy
                                                       Commissioner, 
                                                       Tribunal, High
                                                       Court
 
 Tamil Nadu General   TNGST Act                        Assistant 
 Sales Tax Act, 1959                          122      Commissioner /
                                                       Deputy
                                                       Commissioner, 
                                                       Tribunal, High
                                                       Court
 
 Customs Act, 1962    Customs Duty            4302     CESTAT
 
 Income Tax Act, 1961 Income Tax              1595     Income Tax 
                                                       Appellate 
                                                       Tribunal/
                                                       High court/
                                                       CIT Appeals
 
 Name of the Statute        Period to which the
                            dues belong
 
 Central Excise Act, 1944   Assessment Year
                            2002-03 to 2007-08
 
 Finance Act, 1994          Assessment Year
 (Service Tax)              2002-03 to 2006-07
 
 Various States Sales       Assessment Year
 Tax Acts                   1981-82 and
                            1999-00 to 2005-06
 
 Central Sales Tax Act,     Assessment Year
 1956                       1999-00 to 2005-06
 
 Tamil Nadu General         2001-02 and
 Sales Tax Act, 1959        2002-03
 
 Customs Act, 1962          2006-07
 
 Income Tax Act, 1961       2003-04 to 2006-07
 
 
 (xi) The Company does not have any accumulated losses at the end of the
 year. The Company has not incurred cash losses during the current year
 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 defaulted in the repayment of dues to
 banks, financial institutions and debenture holders.
 
 (xiii) 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.
 
 (xiv) 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.
 
 (xv) 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.
 
 (xvi) According to the information and explanations given to us, during
 the period covered by our audit report, the Company had issued 400
 debentures of Rs. 10,00,000 each. The Company is yet to create security
 in respect of the debentures issued.
 
 (xvii) 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.008072S)
 
 
                                                  M.K. Ananthanarayanan
                                                                Partner
                                                 (Membership No. 19521)
 
 
 Chennai 
 April 29, 2011