1.  We have audited the attached Balance Sheet of RALLIS INDIA LIMTED
 (the Company) as at 31st 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 misstatement. 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
 / the Order) 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 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 31st 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 31st March, 2012 taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as on
 31st 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/transactions, etc. clauses (x), (xii),
 (xiii), (xiv), (xv), (xviii), (xix), (xx) of paragraph 4 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 period 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 of during the period, 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, excluding materials in transit
 and materials lying with third parties were physically verified during
 the period 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, 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 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 were required 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 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 except in respect of certain purchases for which
 comparable quotations are not available and in respect of which we are
 unable to comment.
 
 (vii) According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 According to the information and explanations given to us, no order has
 been passed by the Company Law Board or the National Company Law
 Tribunal or the Reserve Bank of India or any Court or any other
 Tribunal.
 
 (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 business 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 31st 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
 31st March, 2012 on account of disputes are given below:
 
 Statute                 Nature 
                         of Dues                 Forum where 
                                                 Dispute is    
                                                 pending 
 Sales Tax Laws          Sales Tax          Joint Commissioner (including 
                                            interest
                                            (Appeals) 
                         and payment) 
 
                                            Additional Commissioner 
                                            Deputy Commissioner
 
                                            Assistant Commissioner 
                                            Tribunal
 
                                            Commercial Tax Officer
 
 Finance Act,             Service Tax       Assistant Commissioner 
 1994
 
 Customs Act,             Custom Duty       High Court
 
 1962                                       Additional Commissioner
 
 Central Excise           Excise Duty       Commissioner
 
 Act, 1994                (including 
                           penalty
 
                          and interest) 
 
                                            Joint Commissioner
 
                                            (Appeals)
 
                                            Deputy
 
                                            Commissioner
 
                                            Tribunal
 
                                            Supreme Court_
 
 Income Tax                Income tax       Commissioner of
 
 Act, 1961                 (including 
                           interest 
                                            Income tax 
                                            (Appeals)
 
                           and 
                           payment)
 
 Period to which the                          Amount
 amount relates                               involved
 
                                              ( in lacs)
 
 1998-99 to 2001-02,                          484.10
 
 2005-06 to 2010-11
 
 1998-99, 1990-91, 
 2000-01,                                     355.31
 
 2001-02, 2006-07 
 to 2008-09
 
 1983-84, 1992-93,                            521.92
 
 1994-95, 1996-97
 to 2006-07
 
 1998-99,  1999-00, 
 1993-94,                                    117.49
 
 2001-02, 2003-04 
 to 2009-10
 
 1992-93, 1995-96 
 to 2001-02,                                 436.51
 2003-04
 
 1996-97, 1997-98, 
 1990-91,                                     28.16
 2001-02, 2002-03
 
 2001-02, 2005-06, 
 to                                           41.79
 2009-10
 
 1999-00                                     144.10
 
 2008-09                                       5.40
 
 2001-02   
 and 2005-06                                  47.74
 
 1999-2001                                     62.80
 
 1999-00                                        8.48
 
 1986-87, 1996 - 97, to                       910.46
 1998-99, 1990-91, 
 1999-00, to
 2001-02
 2002-03                                      186.25
 
 Asst. Yr. 2007-08 and
 2008-09
 
                                               48.55
 
 (xi) 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.
 
 (xii) 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.
 
 (xiii) 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.
 
 (xiv)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)
 
                                                             B.P. Shroff
 
                                                               (Partner)
 
 MUMBAI 23rd April, 2012                          (Membership No. 34382)