Syngenta India

The Directors have pleasure in presenting the Ninth Annual Report and
 the Audited Accounts of the Company for the fifteen months period ended
 31st March 2003.
 
 FINANCIAL RESULTS
                                                          (Rupees 000)
                                           JAN- 2007        JAN-DEC 06
                                          MARCH 2008        MARCH 2008
 
 Sales (excluding Excise Duty)            11,927,150         8,313,631
 Other Income                                141,574            76,726
 Total                                    12,068,724         8,390,357
 Operating Profits before Interest, 
 Depreciation and Tax                      1,863,097         1,152,317
 Exceptional income                                -            42,000
 Interest                                     48,862            45,900
 Depreciation                                265,055           200,227
 Provision for taxation                      365,348           316,493
 Profit after tax                          1,183,832           631,697
 Balance brought forward from previous year1,100,046           819,826
 Available for appropriation               2,283,878         1,451,523
 Directors recommend the following 
 appropriations:
 Dividend (Proposed)                         318,617           238,962
 Tax on distributed profits                   61,246            33,515
 Transfer to General Reserve                 120,000            79,000
 Carry forward                             1,784,015         1,100,046
 
 The Company has changed the financial year from January-December to
 April-March with a view to align with the financial year under the
 Income Tax Act 1961. The Accounts for the year under report are for a
 period of fifteen months from 1st January 2007 to 31st March 2008.
 However, for the purpose of analysis, certain figures below are stated
 on comparable 12 months period (ending 31st March) basis.
 
 Dividend
 
 Your Directors recommend a dividend @ 200% (Rs. 10/- per equity share
 on 3,18,61,664 equity shares of Rs.5/- each) for the fifteen months
 period ended 31st March 2008, which if approved at the forthcoming
 Annual General Meeting, will be paid to those Members whose names
 appear on the Register of Members as on 20th June 2008.
 
 Business Operations
 
 During the year under review there was a good monsoon across all parts
 of the Country and the agribusiness sector saw a healthy growth. The
 sales for the 15 months ended March 31 2008 clocked Rs.11,927 mio,.
 There was a growth of 25% on comparable 12 months period basis, with
 the net profit recording a quantum leap of 98% during the same period.
 
 Crop Protection Division
 
 The total sales of Crop Protection (CP) products during comparable 12
 months period grew by about 26%. The strategy of focus through the SBU
 structure coupled with a wide range of products on offer to the growers
 has enabled the Company to register a significant growth in line with
 the industry.
 
 Company continued to receive an active support from parent by way of
 sourcing its requirement from India which enabled CP export sales grow
 impressively by about 50% during comparable 12 months period.
 
 Seeds Division
 
 The Seeds division has been growing consistently every year. For the
 year under review the division chipped in with a growth of about 19%
 during comparable 12 months period led by Vegetables and Corn.
 
 Projects
 
 To sustain the growth in the Seeds business, to tap hitherto
 unrepresented areas, to plan for new crops and to cater to the export
 potential in the Asia Pacific Region, the Company is setting up
 additional facilities in the Seeds division. The facilities with
 packing equipments, climate controlled warehouse, quality testing setup
 etc, are being established at Ranebennur and Pune.
 
 The Company has also initiated fresh investments in Goa for manufacture
 and export of Thiamethoxam.  Prospects & Profitability
 
 The Company with its large product portfolio and introduction of new
 researched molecules in the local market is able to offer crop
 solutions and therefore well positioned to grow in the domestic CP
 market. Generic competition is also increasing for many new products
 with the resultant impact on prices and profitability. There are good
 growth prospects for the Companys Seeds business, especially in hybrid
 seeds of field crops, corn and vegetables. However, our business
 prospects are highly dependent on the weather and rains. Supply
 conditions have also turned tight with rising input costs and
 restricted supplies, potentially impacting sales and margins.
 
 The Companys exports are dependent on export orders from Syngenta
 Group to meet some of its global requirements, which in turn depend on
 market conditions in the importing countries.
 
 Delisting
 
 As the Members are aware, Syngenta South Asia AG had in terms of the
 SEBI Guidelines and with approval for delisting by the Shareholders at
 the EGM held on 15th March 2007, made an offer to the Indian
 Shareholders to tender their shareholdings to them through a reverse
 book building process for price determination. Having received the
 requisite shares and accepted the price so determined, the delisting of
 the Companys equity shares from the Stock Exchange, Mumbai was
 effected on 22nd June 2007. The equity shares are therefore no longer
 listed/ traded on the Stock Exchanges of the Country. The acquirer in
 terms of the SEBI Guidelines, gave an opportunity to the remaining
 Shareholders for a period of six months from delisting i.e. up to 22nd
 December 2007, to tender shares at the same price as determined by
 reverse book building process. At the end of extended period, the
 shareholding of the promoters group aggregated to about 96.3%.
 
 The Shareholding pattern with number of shareholders post delisting is
 given in the Corporate Governance Report annexed to and forming part of
 this report.
 
 Directors
 
 Mr. Max Riggenbach retires by rotation at the ensuing Annual General
 Meeting and offers himself for re-appointment.
 
 Mr. Davor Pisk, has taken up the new assignment as Head of Seeds
 Business within Syngenta effective 1st January, 2008 and is now based
 at Basel in Switzerland. Consequently he resigned from the Board from
 that date. The Board appreciated his support and active participation
 during his tenure as a Board member. Mr. D. S. Gokhale and Mr. M. R.
 Lai resigned form the Directorship of the Company with effect from 25th
 July 2007 and 18th October 2007 respectively.  The Board has placed on
 record its appreciation of the services rendered by Mr. Gokhale and Mr.
 Lai during their tenure as the Directors of the Company.
 
 Mr. David Morgan Was appointed as the Director of the Company wef 25th
 July 2007 in the vacancy caused by the resignation of Mr. D. S.
 Gokhale. Mr. Morgan has vast experience in the agribusiness Industry
 and is currently the Regional Head, Asia Pacific, of Syngenta Seeds,
 based at Singapore.
 
 Mr. Andrew Guthrie was appointed as the Director of the Company wef 1st
 January 2008 in the vacancy caused by the resignation of Mr. Pisk and
 designated as Vice Chairman. Mr. Guthrie is the Regional Head, Asia
 Pacific, of Syngenta Crop Protection and based at Singapore. He has
 held senior positions like Managing Director and Country Head in
 Thailand, Director and Country Head in Japan.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217 (2AA) of the Companies Act, 1956, it is hereby
 confirmed that:
 
 (i) in the preparation of the accounts for the fifteen months period
 ended 31st March 2008, the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 (ii) appropriate accounting policies have been selected and applied
 consistently and judgments and estimates made are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at 31st March 2008 and of the profit of the Company for
 the fifteen months period ended 31st March 2008;
 
 (iii) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 (iv) accounts for the fifteen months period ended 31st March 2008 have
 been prepared on a going concern basis.
 
 Particulars of Employees
 
 The information required under the provisions of Section 217 (2A) of
 the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 forms part of this report. However, as per the
 provisions of Section 219 (1)(b) (iv) of the Companies Act, 1956 the
 Report and Accounts are being sent to all the Members without the
 Statement of Particulars u/s 217 (2A). Any Member interested in
 obtaining a copy of the Statement, may write to the Company Secretary
 at the Registered Office of the Company.
 
 Fixed Deposits
 
 The Company has not accepted any deposits within the meaning of Section
 58A of the Companies Act, 1956 and the Rules made thereunder.
 
 Health, Safety and Environment (HSE)
 
 The Company has adopted global standards for protection of the
 environment and to provide the employees a safe and hazard-free work
 place. Safety training and programmes are conducted on an ongoing
 basis.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The information required under Section 217(1)(e) of the Companies Act,
 1956 read with the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules, 1988 with respect to these matters
 forms part of this report and is annexed hereto.
 
 Corporate Governance and Management Discussion and Analysis Reports
 
 Consequent to delisting, these reports are no longer mandatory.
 Nevertheless as a good corporate practice, the Corporate Governance and
 Management Discussion and Analysis Reports, are set out as separate
 Annexures, and form an integral part of this report.
 
 Cost Auditors
 
 The Board of Directors, in pursuance of an order under Section 233B of
 the. Companies Act, 1956 issued by the Government, have appointed
 Messrs. N.I. Mehta & Co., Cost Accountants, Mumbai, as Cost Auditors to
 conduct the audit of the cost accounts maintained by the Company in
 respect of its insecticides business for the 15 months period ended
 31st March 2008.
 
 Statutory Auditors
 
 Messrs. S. R. Batliboi & Co. were appointed Auditors of the Company to
 hold office until the conclusion of the forthcoming Annual General
 Meeting and being eligible offer themselves for re-appointment. The
 Board recommends their appointment.
 
 With reference to the remarks in the attached Auditors Report, the
 delays in income tax and service tax payments were mainly due to
 interpretation issues on service tax on business support service in
 manufacturing areas and FBT As regards non payment of professional tax,
 the company is ascertaining its liability to pay professional tax in
 Tamilnadu, where its has no establishment.
 
 Internal Auditors
 
 M/s Mahajan Aibara & Co., have been reappointed as the internal
 Auditors of the Company for the 15 months period ended 31st March 2008
 
 Acknowledgements
 
 The Directors express their sincere appreciation of the commitment and
 dedication displayed by all the employees of the Company, which has
 enabled the Company to consistently maintain a high level of
 performance year after year.
 
 The Directors place on record their appreciation of the support from
 the Central Government and the Departments of Agriculture of the
 States, the Indian Council of Agricultural Research and other
 universities and research organizations, business associates, investors
 and the farming community who have reposed their trust and confidence
 in the Companys products.
 
 The Directors also place on record their appreciation of the continued
 support received from the Syngenta Group.
 
                                    On behalf of the Board of Directors
                                           SYNGENTA INDIA LIMITED
 
 Mumbai                                        S. D. Kulkarni
 30th April 2008                               Chairman