Monsanto India

1.  We have audited the attached balance sheet of Monsanto India
 Limited, as at 31st March, 2009, the profit and loss account and also
 the cash flow statement for the year ended on that date 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 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 (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of Sub- Section (4A) of
 Section 227 of the Companies Act, 1956 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 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 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
 Companies Act, 1956;
 
 (e) On the basis of written representations received from the directors
 and taken on record by the Board of Directors, we report that none of
 the directors is disqualified as on 31st March, 2009 from being
 appointed as a director in terms of clause (g) of Sub- Section (1) of
 Section 274 of the Companies Act, 1956;
 
 (f) 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, 2009;
 
 (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 our Report of even date to the Members
 of Monsanto India Limited on the accounts for the year ended 31st
 March, 2009)
 
 The nature of the Companys activities during the year has been such
 that clauses (xiii) and (xiv) of paragraph 4 of the Order are not
 applicable to the Company for the year.
 
 1.  In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of its fixed assets.
 
 (b) Some of the fixed assets were physically verified during the year
 by the management in accordance with a 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.
 
 2.  In respect of its inventories:
 
 (a) The Inventories have been 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
 
 are 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. The discrepancies noticed on verification between the
 physical stocks and the book records have been properly dealt with in
 the books of account.
 
 3.  According to the information and explanations given to us, the
 Company has not granted any loans to or taken any loans from companies,
 firms or other parties covered in the register maintained under Section
 301 of the Companies Act, 1956. Hence, Clause (iii) of paragraph 4 of
 the Order is not applicable to the Company for the year.
 
 4.  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 for the
 purchase of inventory and fixed assets and for the sale of goods and
 services and we have not observed any continuing failure to correct
 major weaknesses in such internal control system.
 
 5.  In respect of the contracts or arrangements referred to in Section
 301 and their entry in the Register required to be maintained under
 that Section, to the best of our knowledge and belief and according to
 the information 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.
 
 6.  The Company has not accepted any deposits from the public during
 the year. Hence, Clause (vi) of paragraph 4 of the said Order is not
 applicable to the Company.
 
 7.  In our opinion, the internal audit functions carried out during the
 year by a Company appointed by the management have been commensurate
 with the size of the Company and the nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company for its Herbicides business 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, 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
 books with a view to determine 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.
 
 9.  In respect of Statutory dues:
 
 (a) According to the information and explanations given
 
 10.  The Company has no accumulated losses as at 31st March, 2009 and
 has not incurred any cash loss during the financial year ended on that
 date and in the immediately preceding financial year.
 
 11.  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.
 
 12.  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.
 
 13.  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 paragraph 4 of
 the Order is not applicable to the Company for the year.
 
 14.  To the best of our knowledge and belief and according to the
 information and explanations given to us, there have been no term loans
 availed during the year. Hence, Clause (xvi) of paragraph 4 of the said
 Order is not applicable to the Company.
 
 15.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet and other
 
 to us, the Company has been generally regular in depositing 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 any other
 material statutory dues applicable to it with the appropriate
 authorities during the year.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income tax, Wealth tax,
 Service tax, Sales tax, Customs duty, Excise duty and cess were
 outstanding as at 31st March, 2009 for a period of more than six months
 from the date they became payable.
 
 (c) According to the information and explanations given to us, details
 of disputed demands in respect of Sales tax, Income tax, Customs duty,
 Wealth tax, Service tax, Excise duty and Cess which have not been
 deposited as at 31st March, 2009 are given below.
 
 Name of the Statute        Nature of the Dues      Amount
                                                 (Rs. in Lacs)
 
 Sales Tax
 Dadra and Nagar Haveli      Sales Tax demand      2,124.65
 Value Added Tax Regulation
 2005                                                151.44
                                                     253.69
 Uttar Pradesh Trade Tax Act, Sales Tax demand        60.13
 1948                                                  2.30
                                                       0.28
 Gujarat Sales Tax Act,1969 Sales Tax demand          58.42
 Maharashtra Value Added    Sales Tax demand          22.33 
 Tax Act 2002
 
 Excise Duty :
 
 The Central Excise Act,1944 Excise Demand             0.15
 
 Period to                 Forum where dispute 
 which it relates            is pending
 
 Assessment year 2002-2003   Deputy Commissioner of
                             Sales Tax-Dadra and Nagar Haveli
 Assessment year 2003-2004   Commissioner of Sales Tax-
                             Dadra and Nagar Haveli
 Assessment year 2004-2005   Commissioner of Sales Tax-
                             Dadra and Nagar Haveli
 Assessment year 2004-2005   Dy. Commissioner of
                             Sales tax, Lucknow
 Assessment year 2002-2003   Joint Commissioner of Trade Tax,
                             Uttar Pradesh
 Assessment year 1999-2000   Joint  Commissioner of Trade Tax,
                             Uttar Pradesh
 Assessment year 2001-02 to 
 2005-06                     VAT officer, Gujarat
 Assessment year 2003-2004   Dy. Commissioner of
                             Sales tax, Mumbai
 1997 - 1998                 Commissioner of Excise, Ahmedabad
 
 records of the company, we report that no funds raised on short-term
 basis have been used for long term investment.
 
 16.  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.
 
 17.  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.
 
 18.  According to the information and explanations given to us, the
 Company has not raised 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.
 
 19.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no material fraud on or by
 the Company was noticed or reported during the year.
 
                                         For Deloitte Haskins & Sells
                                         Chartered Accountants
                                           R. Laxminarayan
                                              Partner 
 Mumbai: 10th June, 2009            Membership Number: 33023