Conclusiones y recomendaciones 33

Dalamal House, First Floor 206.Jamnalal Bajaj Marg, Nariman Point,

MUMBAi-400 021.

Dear Sirs,

We have examined the financial information of BIRLA COTSYN (INDIA) LIMITED (formerly known as BIRLA

AGRO PRIVATE LIMITED) [hereinafter referred to as ‘the Company’] contained in the statements annexed to this

report, which have been approved by the Board of Directors, proposed to be included in the Draft Red Herring Prospectus in connection with the proposed Public Offer of Equity Shares of the Company.

In terms of the requirement of :

a. Paragraph B (1) of Part – II of Schedule II to the Companies Act, 1956,

b. The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, issued by SEBI on January 19, 2000, in pursuance of Section 11 of Security and Exchange Board of India Act (SEBI), 1992, ‘the SEBI Guidelines’ ;

c. The instructions dated26th June 2007 and 13th August 2007, received from the Company, requesting us to issue a

report as Statutory Auditors of the Company relating to the Draft Red Herring Prospectus being issued by the Company in connection with the Public Offer of Equity Shares of the Company.

Financial Information as per audited financial Statements :

a. We have examined the accompanying ‘statement of adjusted Profits and Losses’ (Annexure - I ) for the five

financial years ended 31st March 2003, 2004, 2005, 2006, 2007 and for the three months period ended 30th June,

2007 and the ‘statement of adjusted assets and liabilities’ (Annexure – II ) as on those dates, forming Part of the ‘Financial Information’ dealt with by this Report, detailed below. Both read together with the notes and significant Accounting Policies (Annexure- IV & III ) thereon, which are the responsibility of the Company’s management, have

been extracted from the financial statements for each of the financial years ended 31st March 2003, 2004 and 2005

audited by M/S M.L.Choraria & Associates Chartered Accountants being the auditors for those years and for the years

ended 31st March 2006, 2007 and for the three months period ended 30th June 2007 audited by us, approved by the

Board of Directors and adopted by the Members in those respective financial years. We did not carry out any validation tests or review procedures of financial statements for aforesaid financial years audited by M/S M.L.Choraria & Associates and upon which we have placed our reliance while reporting.

b. We report as under :-

(i) The statement of adjusted profits and/or losses, and the assets and liabilities of the Company as at the end of each

of the five financial years ended 31st March 2003, 2004,2005,2006,2007 and for the three months period ended

30th June 2007,reflect the profits and losses and assets and liabilities extracted from the Profit and Loss Accounts

and Balance Sheets for the financial years ended 31st March 2003, 2004 and 2005 audited by M/S M.L.Choraria &

regrouping and disclosures as were, in our opinion, appropriate and required to be made in accordance with Clause (b) of paragraph 6.10.2.7 of “the SEBI Guidelines,”

(ii) in our opinion, read with the respective Significant Accounting Policies and subject to/read together with the notes thereon and after making such adjustments, regroupings and disclosures as were, in our opinion, appropriate and required, the financial information referred to above and the other Financial Information herein below, have been prepared in accordance with Part – II of Schedule II of the Companies Act, 1956, and the SEBI Guidelines.

Other Financial Information :

We have also examined the following other financial information relating to the Company proposed to be included in the

Draft Red Herring Prospectus, extracted from each of the financial years ended 31st March 2003, 2004 and 2005 audited

by M/S M.L.Choraria & Associates Chartered Accountants being the auditors for those years and for the years ended 31st

March 2006, 2007 and for the three months period ended 30th June 2007 audited by us, except that, the Cash Flow

Statement, the Statement of Segment Reporting and the Related Party transactions, for the financial year ended 31st March

2003, 2004 and 2005 are as prepared by the management and reviewed by us :- i) Statement of the Cash Flow of the Company (Annexure - V)

ii) Details / Analysis of Outstanding Secured & Unsecured Loans taken by the Company (Annexure - VI & VII). iii) Adjusted statement of investments- (Annexure - VIII)

iv) Age-wise analysis of Sundry Debtors and details of Loans and Advances as at 30th June 2007 (Annexure – IX & X)

v) Details of Other Income (Annexure - XI) vi) Statement of Dividend paid (Annexure - XII) vii) Capitalization Statement (Annexure -XIII)

viii) Summary of Accounting Ratios based on adjusted profits relating to the earning per share, net asset value and return on net worth (Annexure – XIV)

ix) Related Party Transactions (Annexure - XV ) x) Statement of Segment Reporting (Annexure- XVI) xi) Statement of Tax Shelter (Annexure- XVII)

This report should not in any way be construed to be a reissuance or redating of any of the previous audit reports issued by us or by the other firm of Chartered Accountants, nor should it be construed to be a new opinion on any of the financial statements referred to herein.

Our this Report, is being provided solely for the use of Birla Cotsyn (India) Limited, for the purpose of its inclusion in the said Draft Red Herring Prospectus in connection with the proposed Public Offer of the Equity Shares of the Company. This Report may not be used or relied upon by or disclosed, referred to or communicated by yourself (in whole or in part) to any third party for any purpose other than the stated use, except with our written consent in each instance and which consent may be given only after full consideration of the circumstances at that time.

For and on behalf of

DALAL & SHAH Chartered Accountants SHISHIR DALAL Partner Membership No.37310 MUMBAI Date : 26th September, 2007

Annexure I

SUMMARY STATEMENT OF PROFIT AND LOSS ACCOUNT, AS RESTATED