The Directors have pleasure in presenting the Eleventh Annual Report
 and the Audited Accounts of the Company for the year ended March 31,
 2010.
 
 Financial Results
 
                                                          (Rupees000)
 
                                    APRIL 2009-           APRIL 2008-
 
                                     MARCH 2010            MARCH 2009
 
 Sales (excluding Excise Duty)       17,553,089            13,802,357
 
 Other Income                           106,192               161,386
 
 Total                               17,659,281            13,963,743
 
 Operating Profits before 
 Interest, Depreciation and Tax       2,805,253             2,535,512
 
 Interest                                59,074                80,184
 
 Depreciation                           282,591               223,412
 
 Provision for taxation                 678,272               682,529
 
 Profit After tax                     1,785,316             1,549,387
 
 Balance Brought forward from 
 Previous Year                        2,992,081             1,784,015
 
 Available for appropriation          4,777,397             3,333,402 
 
 Directors recommend the
 following appropriations:
 
 Dividend(Proposed)                     159,308               159,308
 
 Tax on distributed profits              26,459                27,074
 
 Transfer to General Reserve            178,532               154,939
 
 Carry forward                        4,413,098             2,992,081
 
 Dividend
 
 Your Directors recommend a dividend @ 100 % (Rs. 5.00 per equity share
 on 31,861,664 Equity Shares of Rs. 5.00 each) for the year ended March
 31, 2010, 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 September 23, 2010.
 
 Business Operations
 
 The Companys performance for the year 2009 -2010 showed improvement
 and growth in business operations. The sales by the Company for the
 current year were Rs. 17,553 Mio representing growth of 27% compared to
 the previous year. It also shows the hard work, commitment, focus and
 high motivation levels of all employees across the Company to achieve
 the desired targets.
 
 Crop Protection Division
 
 Total sales of the Crop Protection (CP) Division including the export
 sales during the comparable previous year period grew by 27%. A wide
 portfolio of products and focused marketing were the key factors
 responsible for achieving growth in a highly competitive market by the
 Company.
 
 CP exports rose by 43% as a result of increased exports to the group
 companies.
 
 Seeds Division
 
 Continuing the consistent pattern of growth over the recent years,
 turnover for the Seeds Division rose by 27% compared to the previous
 year. Key drivers of this growth have been the expansion in Corn and
 Vegetables.
 
 Projects-Crop Protection
 
 Thiamethoxam Project at Santa Monica
 
 After successful delivery of TMX from the site, it was decided to meet
 the growing product demand by installing another plant. In view of the
 strategic importance of this project in terms of delivery, the
 challenge was to incorporate our learning from earlier TMX plants at
 site.
 
 We started commissioning activities early this year and adopted a well
 established commissioning process. This facilitated the process of hand
 over of the plant from the project team. Entire process software was
 tested by simulation followed by test runs during water trials.
 
 The plant operations are controlled through Distributed Control System,
 which is operated by qualified and trained operating team. The key
 operating parameters are documented in Plant Information Management
 System for reviewing the trends, identifying opportunities for process
 improvements and this data may also be used during incident
 investigation.
 
 The plant related infrastructure includes environmental controls like
 effluent primary treatment / conditioning before
 
 transfer to the Effluent treatment Plant or Incinerator, online
 monitoring of hazardous gases, appropriate scrubbing systems for
 process emissions, automatic safety infrastructure like fire hydrant,
 smoke detectors, building containments etc. The plant is designed for
 safe shutdown in case of any incident.
 
 Facilities Seeds
 
 The Ranebennur plant, spread over 10 acres, is located off the
 Bangalore-Pune National Highway and is used mainly for the storage
 and conditioning of Sunflower seeds. Vegetable seed procurement and
 handling of parent seed & Corn seed conditioning are the major
 activities of this plant.
 
 The Nutankal plant, spread over 14 acres, acquired in 2009 and
 commissioned in early 2010, is used for conditioning of Corn, Rice and
 Vegetable seeds. A state of the art Technology Centre is being
 developed for product development of Rice & Corn in the said facility
 and is likely to be operational in the third quarter of 2010.
 
 Prospects And Profitability
 
 While the prospects for Crop Protection and Seeds businesses remain
 positive, they are subject to expectations of normal monsoon and may be
 susceptible to continuing fluctuations in the global economy which may
 impact overall levels of demand, cost and price realisation. The
 Company has made possible efforts to manage these fluctuations should
 they occur, having put in place measures to time investments
 appropriately, manage cash flow and control costs.
 
 Directors
 
 Mr. S. D. Kulkami and Mr. Andrew Wallace Guthrie retire by rotation at
 the ensuing Annual General Meeting and offer themselves for
 re-appointment.
 
 Mr. S. D. Kulkarni is a Chartered Accountant by profession. He was
 formerly Managing Director and Chief Executive Officer of Larsen and
 Turbo Limited. He has been an independent director for many companies
 like Sesa Goa Limited, SICOM Capital and Management Private Limited,
 Bharat Forge Limited, Voltas Ltd and Mastek Limited. He has vast
 experience in the area of finance, management and corporate governance.
 
 Mr. Andrew Wallace Guthrie holds bachelor degree in Agricultural
 Science from LaTrobe University, Australia. He is the regional lead of
 the Crop Protection division for the Asia Pacific region.
 
 Mr. Timon Karl Sartorius, who was appointed by the Board of Directors
 to fill in the casual vacancy caused by the resignation of Mr. Max
 Riggenbach, holds the office up to the ensuing Annual General Meeting,
 pursuant to Section 262 of the Companies Act, 1956 and his candidature
 for directorship is proposed under Section 257 of the Companies Act,
 1956.
 
 Mr. Akshaya Manjunath Kamath was appointed as an Additional Director of
 the Company w.e.f. September 1, 2009. He holds the office up to the
 ensuing Annual General Meeting. The Members are requested to appoint
 him as a Director of the Company liable to retire by rotation.
 
 Mr. Piyush Chatursinha Mehta was appointed as an Additional Director of
 the Company w.e.f. May 4, 2010. He holds the office up to the ensuing
 Annual General Meeting. The Members are requested to appoint him as a
 Director of the Company liable to retire by rotation.
 
 Directors Responsibilty 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 year ended March 31,
 2010, the applicable accounting standards have been followed along with
 proper explanation relating to material departure;
 
 (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 March 31, 2010 and of the profit of the Company for
 the year ended March 31, 2010;
 
 (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 year ended March 31, 2010 have been prepared on a
 going concern basis.
 
 Particulars Of Employees
 
 Any member interested in obtaining a copy of the statement as per
 provisions of section 217 (2A) of the Companies Act, 1956 read with the
 Companies (Particulars of Employees) Rules, 1975, may write to the
 Company Secretary at the Registered Office of the Company. 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.
 
 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.
 
 Investor Education and Protection Fund
 
 Unclaimed dividend for the year 2001-2002 aggregating to Rs.3,34,658
 was transferred to Investor Education and Protection Fund during the
 year, pursuant to Section 205A(5) of the Companies Act, 1956.
 
 Health, Saftey 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 Board of Directors) Rules 1988 with respect to these matters forms
 part of this report and is annexed hereto.
 
 Personnel & Welfare
 
 Industrial relations in the Santa Monica plants and Ranebennur &
 Nutankal factories remained cordial.
 
 Your Directors express their sincere appreciation for the dedicated
 efforts put in by all the employees and for their continued
 contribution for ensuring higher performance of the Company during the
 year.
 
 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.
 
 Shifting of Registered Office of the Company
 
 Your Directors are pleased to inform you that as per the order number
 Sec: 17-A/176/09/6709 dated November 6, 2009 issued by Regional
 Director, Western Region, Ministry of Corporate Affairs, the Registered
 Office of the Company has been shifted from Mumbai to Pune.
 
 Company Secretary
 
 Mr. Dharmesh Desai has resigned as Company Secretary during the year.
 The Board place on record its appreciation for the valuable services
 and advice received from him during his tenure and wishes him well for
 future.
 
 Mr. Bhaskar Chandran has been appointed as Vice President - Legal and
 Company Secretary during the year to fill the vacancy caused by the
 resignation of Mr. Dharmesh Desai.
 
 Cost Auditors
 
 In pursuance of an order under Section 233B of the Companies Act, 1956
 issued by the Central Government, the Board of Directors have appointed
 M/s N. I. Mehta and Co., Cost Accountants as Cost Auditors to conduct
 the audit of the cost accounts maintained by the Company in respect of
 its Crop Protection business for the financial year 2010-11.
 
 Statutory Auditors
 
 M/s S. R. Batliboi & Co., Chartered Accountants was appointed as the
 statutory 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.
 
 Internal Auditors
 
 M/s Mahajan Aibara and Co., Chartered Accountants was reappointed as
 the internal auditors of the Company for the financial year 2010-11.
 
 Acknowledgements
 
 Your Directors express their sincere appreciation for 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.
 
 Your Directors place on record their appreciation for 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.
 
 Your Directors also place on record their appreciation for the
 continued support received from the Syngenta Group.
 
 
 
                                     On behalf of the Board of Directors
                                                  SYNGENTA INDIA LIMITED
 
 
 
 Date : July 30, 2010                                     S. D. Kulkarni
 Place: Pune                                                    Chairman