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