NOTICE is hereby given that the FIFTY SIXTH Annual General Meeting of Monsanto India Limited will be held on Monday, 18th September, 2006, at 10.30 a.m. at M.C.GHIA HALL, Bhogilal Hargovindas Building, 2nd Floor, 18/20, Kaikhushru Dubash Marg, Mumbai - 400 001, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2006 and the Profit and Loss Account for the year ended on that date, together with the reports of the Directors and Auditors thereon.
2. To declare a dividend.
3. To appoint a Director in place of Mr.H.C.Asher, who retires by rotation and being eligible, offers himself for re-appointment.
4. To re-appoint Messers Deloitte Haskins & Sells, Chartered Accountants, Mumbai as auditors to hold office from the conclusion of this meeting until conclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:

5. To consider and if thought fit to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

”RESOLVED that Mr. Mark J. Deadwyler who was appointed as an Additional Director of the Company under Article 111 of the Articles of Association of the Company [non-retiring Director] holding office upto the date of the Annual General Meeting pursuant to the provisions of Section 260 of the Companies Act, 1956 (the “Act”) and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing alongwith deposit of Rs.500/- from a member of the Company pursuant to the provisions of Section 257 of the Act, proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company.”

6. To consider and if thought fit to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

”RESOLVED that Mr. Pradeep Poddar, who was appointed as an Additional Director of the Company holding office upto the date of the Annual General Meeting pursuant to the provisions of Section 260 of the Companies Act, 1956 (the “Act”) and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing alongwith deposit of Rs.500/- from a member of the Company pursuant to the provisions of Section 257 of the Act, proposing his candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company, liable to retire by rotation.”

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956:

Item No: 5

Mr.Mark J. Deadwyler was appointed as an Additional Director of the Company under Article 111 of the Articles of Association of the Company [non-retiring Director], by the Board at their meeting held on 26th July, 2005 pursuant to the provisions of Section 260 of the Act, he holds office upto the date of this Annual General Meeting of the Company. Notice alongwith deposit of Rs.500/- has been received from a member of the Company in pursuance of Section 257 of the Act proposing Mr.Mark J. Deadwyler as a candidate for the office of Director of the Company. Mr.Mark J. Deadwyler has given his consent, if appointed, to act as Director of the Company. The Board recommends the appointment of Mr.Mark J. Deadwyler as a Director of the Company.

None of the Directors other than Mr.Mark J. Deadwyler is interested in this Resolution.

Item No: 6

Mr.Pradeep Poddar was appointed as an Additional Director of the Company by the Board by passing the Circular Resolution on 30th December, 2005. Pursuant to the provisions of Section 260 of the Act, he holds office upto the date of this Annual General Meeting of the Company. Notice alongwith deposit of Rs.500/- has been received from a member of the Company in pursuance of Section 257 of the Act proposing Mr. Pradeep Poddar as a candidate for the office of Director of the Company. Mr. Pradeep Poddar has given his consent, if appointed, to act as Director of the Company. The Board recommends the appointment of Mr.Pradeep Poddar as a Director of the Company.

None of the Directors other than Mr.Pradeep Poddar is interested in this Resolution.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. A PROXY IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING

2. The Register of Members and Share Transfer books of the Company will be closed from Thursday, 17th August, 2006 to Thursday, 24th August, 2006 (both days inclusive).

3. The payment of dividend, upon declaration by the shareholders at the forthcoming Annual General Meeting, will be made on or after 18th September, 2006 as under:

a) To all those beneficial owners holding shares in electronic form as per the beneficial ownership data as may be available to the Company by National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”) as at the end of the day on 16th August, 2006.
b) To all those members holding shares in physical form after giving effect to all the valid share transfers lodged with the Company before the closing hours on 16th August, 2006.

4. Shareholders are requested to intimate, indicating their folio number, the changes, if any, of their registered addresses to the Company or to its Registrar and Share Transfer Agents (‘RTA’) viz. Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, L.B.S.Marg, Bhandup (W), Mumbai – 400 078, or to their respective Depository Participant (“DP”) in case the shares are in demat form.

The particulars recorded with the DP’s will be considered for making the payment of dividend either by issuing physical instruments or through

Electronic Clearing System (“ECS”). The Shareholders are requested to take appropriate action in the matter, in their own interest, to avoid delay in receiving the payment of dividend.

Where dividend payments are made through ECS, intimations regarding such remittances would be sent separately to the shareholders.

5. Trading in the Company’s shares through stock exchanges is permitted only in dematerialised/ electronic form. The equity shares of the Company have been inducted in both National Securities Depository Limited as well as Central Depositories Services (India) Limited to enable shareholders to hold and trade the securities in dematerialised/ electronic form. In view of the numerous advantages offered by the depository system, members holding shares in the Company in physical form are requested to avail of the facility of dematerialisation.

6. Shareholders desiring any information as regards the accounts are requested to write to the Company Secretary atleast 7 days prior to the Annual General Meeting, so as to enable the Company to keep the information ready.

7. In accordance with the provisions of Section 205A of the Companies Act, 1956, the Company has transferred unclaimed dividends for the year ended 31st March, 1998 to the “Investor Education & Protection Fund” (IEPF).

8. In terms of Sections 205A and 205C of the Companies Act, 1956, any dividend remaining unpaid for a period of seven years from the due date of payment is required to be transferred to the IEPF. Members who have not encashed their dividend warrants for the year 1998-99 or thereafter, are requested to write to the Company or the RTA. It may be noted that once the unclaimed dividend is transferred to the IEPF as above, no claim shall lie with the Company in respect of such amount.

In case of non-receipt of the dividend warrants, the shareholders are requested to write/get in touch with the Company’s RTA/the Registrar of Companies as mentioned hereunder:

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