You are here » Home » Companies » Company Overview » Bayer CropScience Ltd

Bayer CropScience Ltd.

BSE: 506285 Sector: Agri and agri inputs
NSE: BAYERCROP ISIN Code: INE462A01022
BSE 00:00 | 24 Jun 4765.25 -78.80
(-1.63%)
OPEN

4843.40

HIGH

4856.35

LOW

4755.00

NSE 00:00 | 24 Jun 4763.20 -70.45
(-1.46%)
OPEN

4840.00

HIGH

4865.85

LOW

4750.00

OPEN 4843.40
PREVIOUS CLOSE 4844.05
VOLUME 704
52-Week high 6127.45
52-Week low 4101.20
P/E 35.65
Mkt Cap.(Rs cr) 21,415
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4843.40
CLOSE 4844.05
VOLUME 704
52-Week high 6127.45
52-Week low 4101.20
P/E 35.65
Mkt Cap.(Rs cr) 21,415
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bayer CropScience Ltd. (BAYERCROP) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's 63rd Annual Report onbusiness and operations together with the Audited Financial Statements along with theReport of the Auditors for the financial year ended

March 31 2021.

Financial Performance:

( Rs in Million)
Particulars 2020-21 2019-20
Revenue from Operations 42613 36094
Other Income 638 660
Total Income 43251 36754
Profit before Finance Costs Depreciation and Taxation 8755 7924
(Less) : Finance Costs (126) (138)
(Less) : Depreciation and Amortisation Expense (735) (653)
Profit Before Tax and Exceptional Item 7894 7133
(Less) : Exceptional Items# (51) (1302)
Profit Before Tax 7945 5831
(Less) : Tax Expense (3014) (1086)
Profit for the year 4931 4745
(Less) : Other Comprehensive Income (16) (182)
Total Comprehensive Income for the year 4947 4563
Add : Retained Earnings at the beginning of the year 21898 18897
Amount available for Appropriation 26845 23460
Appropriations:
Dividend declared 1124 1016
Dividend Distribution Tax - 216
Transfer to General Reserve 456 330
Interim Dividend 4045 -

# Exceptional items consist of i) Expense in relation to/ (reversal of provision for)separation of employees arising from restructuring measures due to amalgamation ofMonsanto India Limited with Bayer CropScience Limited and Bayer 2022 global efficiencyprogramme.

Dividend

In line with the Dividend Distribution Policy the Board of Directors have recommendedFinal Dividend of Rs 25 per Equity Share of Rs 10 each amounting to Rs 1124 million forthe financial year ended March 31 2021. The Final Dividend is subject to approval of themembers at the ensuing Annual General Meeting of the Company. Further an Interim Dividendof Rs 90 per Equity Share of Rs 10 each amounting to Rs 4045 million as recommended bythe Board of Directors was paid on July 10 2020.

The total Dividend for the financial year 2020-21 including the proposed FinalDividend amounts to Rs 115 per Equity Share.

The Register of Members will remain closed from Thursday July 29 2021 till ThursdayAugust 05 2021 (both days inclusive).

Insurance

The Company's assets continue to be adequately insured against various risks like fireriot earthquake terrorism and the risk of loss of profits arising due to these insurablerisks also stands insured amongst other things. In addition adequate coverage has beenavailed to cover public liability environmental liability and product liability claims.The Company has also taken Directors and Officers liability insurance policy.

Stocks are insured whilst in transit and/or stored in the warehouses. In addition allthe employees are covered against the risk of loss of life hospitalisation and personalaccident.

Foreign Exchange Management

The Company's exposure to foreign exchange risk comprises the risk of fluctuations of aforeign currency versus the local currency. The goal is to reduce the negative impact onthe earnings arising from fluctuations in the exchange rates.

In this endeavour majority of the forex transactions with group companies are invoicedin rupee terms effective from January 2018 thereby insulating the Company's books fromforex volatility. To mitigate the currency fluctuations for the balance non-group USdollar-denominated transactions the net exposure of the Company if required is hedgedafter taking advantage of the natural hedge on fortnightly basis.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 ("theAct") the Board of Directors to the best of their knowledge and belief confirmthat:

1. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

2. appropriate accounting policies have been selected and applied consistently and suchjudgements and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the

Company as at March 31 2021 and of the profit of the Company for the financial yearended

March 31 2021;

3. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. internal financial controls to be followed by the

Company have been laid down and that such internal financial controls are adequate andwere operating effectively; and

6. proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and that such systems were adequate and operating effectively.

COVID-19 Update

The world at large including India is still grappling with the COVID-19 pandemic andBCSL as a responsible corporate citizen is doing its bit in curtailing the spread of thedeadly virus by ensuring that all its sites and locations across India strictly adhereto the COVID-19 safety protocols. With the objective to enhance the health and well-beingof BCSL's most valuable resource i.e. employees the Company has undertaken variousinitiatives and conducted several virtual sessions aimed at increasing the awarenesstowards the safety precautions as well as building behavioural changes so that ouremployees act as safety ambassadors for their immediate family and society at large.

Over the period under review BCSL has adopted various measures to serve the basicneeds of people and help them fight against the COVID-19 pandemic around the globe. TheCompany catered to production and supply of agri-inputs including seeds crop-protectionand advisory and provided immediate assistance for smallholder farmers across Indiathrough its ‘Better Farms Better Lives' initiative. Other than this its CSEinitiatives in India focussed on protecting health by distributing masks PPE kits andother medical supplies to frontline healthcare workers doctors farmers and localcommunities. The Company also partnered with the Government of Maharashtra and provided itwith financial aid for the development of a digital tool for assessment and overallmanagement of the pandemic.

During the year the Company received an award from Grant Thornton Bharat SABERA 2020under the category ‘Responsible Business of the Year'. The award acknowledges BCSL'scommitment towards sustainable development being inclusive ethical transparent andeffectively engaging with stakeholders in the Company's CSE efforts to fight

COVID-19.

Health Safety & Environment

BCSL cares for the environment and the safety health and well-being of people whetherthey are employees contractors visitors or neighbours around its sites. The Company aimsto enable safe and healthy workplaces and to protect people and environment at the sametime ensuring responsible use of resources to support sustainable corporate growth. Atthe core of BCSL's Health Safety & Environment

(HSE) programmes is ‘Hazard Identification and

Risk Assessment' which is conducted for all kinds of routine and non-routinemanufacturing activities with an objective to eliminate or mitigate all occupationalsafety and process risks. Adequate controls are then implemented and monitoring mechanismsare put in place for effective control of risks.

The Company's major sites are certified by various HSE Management Systems as follows:

ISO 14001:2015 Environmental Management

System: Himatnagar active ingredient formulation filling & packing (FFP) site;Silvassa FFP site and Shamirpet (Hyderabad) corn seeds processing site

OHSAS 18001:2007 Occupational Health & Safety Management System: Silvassa glyphosateherbicide formulation site and Shamirpet corn seeds processing site

ISO 45001:2018 Occupational Health and Safety Management System: BengaluruR&D breeding site

By implementing these management systems BCSL's sites foster a culture of continualimprovement using the PDCA model (Plan-Do-Check-Act) in collaboration with internal andexternal stakeholders.

Led by the objective to create awareness amongst employees and to engage them withBCSL's HSE programmes the World Environment Day National Safety Week Road Safety Weekand Bayer Safety Day are celebrated across the Company. In addition BCSL imparts all therequired onsite training and defensive driver training to ensure employee safety when atsites and on the road. The Company also ensures safe operations in its value chain byperiodically reviewing its warehouses suppliers and contract manufacturers.

Corporate Societal Engagement

At BCSL science and innovation are at the heart of every process and endeavour. With ahistory of more than a century in India and core competencies in the areas of healthcareand agriculture the Company provides solutions to some of the world's most pressingchallenges. Its corporate charitable giving to partners helps drive positive societalchange supporting BCSL's purpose "Science for a better life" and fuelling itsvision "Health for all Hunger for none" particularly contributing towards itsglobal ambitious sustainability goals which are aligned with the United Nations

Sustainable Development Goals such as combating hunger and providing health care;empowering women; redoubling efforts to reduce greenhouse gases; and tackling the impactsof climate change.

The programmes under BCSL's Corporate Societal Engagement (CSE) function are alignedwith its global objectives and adopt a long-term well planned multi-stakeholderparticipatory approach which results in creating a measurable impact on targetedcommunities.

Business Responsibility Reporting

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations 2015 inter alia provides that the annualreport of the top 1000 listed entities based on market capitalisation shall include aBusiness Responsibility Report (BRR). A separate section on Business Responsibility formspart of this Annual Report.

Human Resources

BCSL follows a people-centric philosophy with its employees at the core of itsbusiness and growth strategy facilitating them with adequate opportunities for knowledgeenhancement and skill development. Led by the Company's core values of "LIFE"(Leadership Integrity Flexibility and Efficiency) theCompany continually strives toprovide fair treatment at workplace a transparent and equitable compensation systemflexible work timings coupled with a positive work environment which encourages theemployees to unleash their potential deliver best performance and enhances their healthand well-being.

The Company's Human Resource Policy is centred around the progressive growth of itsemployees through active engagement professional trainings and an open environment forperformance assessment and feedbacks. This in alignment with Group's global humanresources strategy strengthens the Company in its objective of providing secureemployment & stable incomes thereby encouraging social cohesion which enables it toretain the best employees in the Company.

Measuring Employee Satisfaction:

To map the employee satisfaction levels BCSL has in place a system ofinstitutionalised feedback discussions and Employee Surveys which enables it to monitorthe effectiveness of its initiatives and accordingly improvise. To capture the sentimentsof the employees during the integration phase the Company conducted quarterly pulsesurveys in the third quarter of the financial year which showed engagement of 84%.

Fostering Growth:

At the heart of the Company's HR Policy is its focus on attracting developing andretaining the best managers and employees and providing them with wide-ranging careeropportunities. To strengthen the Talent Attraction efforts of the Company it has nowimplemented a technology platform which provides a state-of-the-art experience to thetalents while they apply for positions in BCSL. Cognisant of the significant role playedby Artificial Intelligence in the Talent

Attraction efforts the Company has also invested in an Artificial Intelligenceplatform which enables it to proactively reach out to candidates who can be lookedat for the current as well as future career opportunities within the Company.

In today's age and in the new normal growth will be characterised by learning. Fullyaware of this BCSL has launched a portal which brings a variety of learning tools at thefingertips of employees and allows them to decide on a topic and learn more about itthrough concepts video 2-minute read etc. The Company this year also launched a globalmentoring tool where employees can nominate themselves as mentors and mentees and buildtheir perspectives by leveraging the strength of this global multi-cultural network.

In a constant endeavour to build on people's capabilities two blended learningprogrammes ACE and STEP UP were also launched for the commercial teams. Virtual masterclasses were organised for these programmes providing bit-sized learning content throughan application to ensure that the sales team remains engaged in the leaning processthroughout the duration of the course with the flexibility to learn anytime at anyplace.

Equal Opportunities:

The Company nurtures its internal talent providing them with equal opportunities togrowth through a transparent and globally accessible platform of advertising job rolesright up to the Management level. The platform lists down the available job roles acrossdomestic and international locations facilitating the employees to undertakeinternational assignments and enjoy greater exposure. The Company continues to focus onwomen talent and has hired almost 28% women amongst the new hires.

Attractive Working Conditions:

BCSL has a well-crafted compensation policy based on continuous benchmarking andevaluation and voluntarily pays employees on permanent employment contracts more than thestatutory minimum wage. The compensation concept also includes variable one-time payments.Flexible working hours option to work from home and support in childcare beyond thestatutory requirement combine to provide a healthy work-life balance to employees. Topromote good health and ensure safe working conditions the Company has since the last 2years been following a global framework concept to promote employee health and quality oflife (BeWell@Bayer). It also strives to provide its employees with access to affordablehealth offerings such as regular medical check-ups sports programmes and on-sitemedical care. An "Employee

Assistance Program" a fully confidential support system for requirements in theareas of psychological marital financialand legal advice in personal matters furtherhelps nurture the well-being of the employees.

In the last year the Company paid special attention to welfare during the pandemic andvarious measures were undertaken to support employees. Measures like enhanced insurancecover Resilience workshops for Mental Health delivering masks at employee's residencescelebrating Bayer COVID-19 Heroes COVID-19 pulse surveys infrastructure assistance forwork from home frequent leadership connect etc. were based on providing care with empathyand were widely appreciated by the employees.

Awards & Recognition:

The Company has been recognised for the fourth time in row as Best Employer byKincentric based on a study backed with engagement research of multiple organisations.The study methodology involved a long rigorous process vetted by a panel of externalindependent jury members representing eminent business leaders and academicians. TheCompany has also once again featured in the 100 Best Companies for Women in India. TheEmployers Federation of India also recognised the Company by conferring the National Awardfor Excellence in Employee Relations. Internally the Company received the Crop ScienceGlobal Inclusion and Diversity Award for its ‘Gender Smart Agriculture'.

Proposed Divestment of Environmental Science Business

As a part of a global organisational transformational strategy Bayer AG plans toglobally divest its Environmental Science Professional business. With this planneddivestment the CropScience division will be able to sharpen its focus on its coreagricultural business accelerate its strategy implementation and allow EnvironmentalScience Business to find the growth resources it needs under new ownership.

Bayer AG will seek an acquirer who shares the Company's vision of creating anindependent sustainable industry leader and who is committed to the long-term growth andsuccess of Environmental Science. In this set-up Environmental Science would be able toaccelerate its innovation engine bringing new chemistries knowledge and stewardship aswell as digital and data-enabled solutions to our customers.

The announcement will not have any immediate impact on our business continuityglobally including in India and South Asia. Business continuity for the EnvironmentalScience business and commitment to our customers and stakeholders remains our keypriority. Bayer AG will work hard to identify an acquirer who will provide long-termgrowth opportunities for our business employees and shares our commitment tobuilding strong lasting relationships with our stakeholders.

Update on Tax Litigation - VSV

In respect of certain past years with a view to give certainty and effectively closelong-pending disputes and litigations under the Income Tax Act 1961 the

Company had filed an application under The Direct

Tax Vivad Se Vishwas Act 2020 ("VSV Act") and related rules. Consequent tothe tax authority's order under VSV Act in December 2020 the Board at its Meeting held onFebruary 11 2021 decided to accept the order passed under the VSV Act and recognised anadditional tax expense of Rs 1272 million (net) for the quarter and nine months endedDecember 31 2020.

Board of Directors

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have made the following appointments/re-appointments during the year underreview:

Dr. Sara Boettiger was appointed as an Additional Non-Executive Non-IndependentDirector with effect from February 12 2021.

Dr. Harsh Kumar Bhanwala was appointed as an

Additional Non-Executive Independent Director with effect from February 12 2021.

Mr. Pankaj Patel was re-appointed as a Non-Executive Independent Director for a secondterm of five consecutive years.

The said appointments shall be subject to approval of the shareholders at theforthcoming Annual General Meeting of the Company.

In accordance with the provisions of Section 161 of the Act Dr. Boettiger and Dr.Bhanwala shall hold office up to the date of the forthcoming Annual

General Meeting of the Company and being eligible offer their candidature forappointment as Director of the Company.

Mr. Pankaj Patel's first term of appointment as a Non-Executive Independent Directorconcludes on September 11 2021 and is eligible for re-appointment for another term offive consecutive years subject to approval of the Members by Special Resolution. BCSL hassought the approval of all shareholders for Dr. Boettiger's appointment as Non-ExecutiveNon-Independent Director Dr. Bhanwala's appointment as Non-Executive

Independent Director for a term of five consecutive years and Mr. Pankaj Patel'sre-appointment as Non-Executive Independent Director for a second term of five consecutiveyears.

At the forthcoming 63rd Annual General Meeting (AGM) of the Company and in accordancewith the applicable provisions of the Act Dr. Thomas Hoffmann Non-ExecutiveNon-Independent Director retires by rotation and being eligible offers his candidature forre-appointment as Director of the Company.

The Independent Directors hold office for a fixed term of five (5) years and are notliable to retire by rotation.

In accordance with the provisions of Section 149(7) of the Act Mr. Pankaj Patel Ms.Ketaki Bhagwati Mr. Sekhar Natarajan and Dr. Harsh Kumar Bhanwala the IndependentDirectors of the Company as on March 31 2021 have given their declarations to the Boardthat they meet the criteria of independence as laid down under Section 149(6) of the Actand the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") as amended.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2021 are Mr. Duraiswami Narain Managing

Director & Chief Executive Officer Mr. Rolf Hoffmann Executive Director &Chief Financial Officer and Mr. Nikunjkumar Savaliya Company Secretary.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governanceand ensuring adherence to the Corporate Governance requirements as set out by theSecurities and Exchange Board of India (SEBI). As required by Regulation 24 of the SEBIListing Regulations a detailed Corporate Governance Report is annexed to this Report. TheCompany is in full compliance with the requirements and disclosures that must be made inthis regard. A Certificate from Company Secretary in whole-time practice confirmingcompliance of the Corporate Governance requirements by the Company is annexed with theCorporate

Governance Report. A Certificate of Corporate Governance from the Chief ExecutiveOfficer and Chief Financial Officer of the Company in terms of the SEBI ListingRegulations inter alia confirming the correctness of the financial statements and cashflow statements as well as adequacy of Internal Control Measures of the Company alsoforms a part of the Corporate Governance Report.

Meetings of the Board

During the financial year 2020-21 six Board Meetings were convened and held. Thedetails of the same are given in the Corporate Governance Report.

Audit Committee

During the financial year 2020-21 five Audit Committee Meetings were convened andheld. The composition of the Audit Committee is given in the Corporate Governance Report.The Board accepted all the recommendations made by the Audit Committee.

Board Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations the Board andCommittee Evaluation was carried out during the year wherein all the members of the Boardevaluated the Board's as well as Committee's performance based on various parameters. Thesaid parameters are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.

The Nomination and Remuneration Committee reviewed the performance of the individualDirectors based on criteria such as constructive inputs in meetings preparedness on theissues discussed at the meetings etc. The results of the evaluation were discussed at theNomination and Remuneration Committee Meetings and were placed at the Board Meeting forthe Chairman's review. The evaluation process primarily focussed on the criteria withrespect to the overall functioning of the Board as well as the Committees theircomposition governance aspects etc. The criteria applied in the Board evaluation processis explained in the Corporate Governance Report.

Consolidated Policy - Nomination and Remuneration Board Diversity & PerformanceEvaluation

During the year under review the Board reviewed the existing policy on Nomination& Remuneration and Performance Evaluation and adopted a Consolidated Policy forNomination & Remuneration Board Diversity and Performance Evaluation thereby makingthe policy more comprehensive. The said Consolidated Policy lays down the criteria foreach of the responsibilities of the Nomination and Remuneration Committee("NRC"). The NRC shall be guided by the said Consolidated Policy whiledischarging its duties on behalf of the Company. The Consolidated Policy is framed inaccordance with the provisions of Section 178 of the Act and Regulation 19 of the SEBIListing Regulations. The detailed Consolidated Policy is available on the Company'swebsite at www.bayer.in.

Whistle Blower Policy (Vigil Mechanism)

As a responsible and transparent corporate citizen BCSL has adopted a Whistle BlowerPolicy as part of its vigil mechanism to provide appropriate avenues to the employees aswell as any third party to bring to the attention of the Management any issue that isperceived to be in violation of or in conflict with the

Code of Conduct values principles and beliefs of the Company. Good CorporateGovernance entails that the interest of the employees shareholders and the society ingeneral is protected at all times. The well-established vigil mechanism at BCSL providesall employees the opportunity to report without fear their concerns about any unethicalconduct financial malpractices or any unhealthy practice that may be prevalent in theCompany. The employees are encouraged to voice their concerns or issues by way of whistleblowing and the Company provides them with access to the Audit Committee. TheCompany has also provided hotline number(s) and dedicated weblinkwww.convercent.com/report for reporting such concerns. The Corporate Compliance Teamaddresses the whistle blower complaints and presents the status of such complaints at theAudit Committee meetings held on a quarterly basis.

The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport and also posted on the Company's website at www.bayer.in.

Code of Conduct

The Company has in place a Code of Conduct ("Code") which is applicable tothe members of the Board and Senior Management of Company. The Code lays down the standardof conduct expected to be followed by the Directors and Senior Management in theirbusiness dealings and on matters relating to integrity in the workplace dealings withstakeholders and in business practices. This Code is intended to provide guidance to theBoard of Directors and Senior Management of the Company to manage the affairs of theCompany in an ethical manner and is formulated in accordance with the requirements ofCompanies Act 2013 and SEBI Listing Regulations. During the year under review the Boardhas reviewed and updated the Code for Board and Senior Management during its meeting heldon February 11 2021.

All the Board Members and the Senior Management employees have confirmed compliancewith the Code.

Risk Management Policy

A comprehensive Risk Management Policy outlining the risk management framework of theCompany is in place to provide guidance on identification and mitigation of the variousrisks that the Company may face in the conduct of its business.

The policy covers the following key aspects:

Overview of risk management;

Roles and responsibilities of the Board of Directors

Audit Committee and other key managerial personnel of the Company with regards to riskmanagement;

Structure for identification escalation and minimisation of risks; and

Procedure for risk identification escalation and minimisation of risks.

The details of the Risk Management Policy are given in the Corporate Governance Report.

Dividend Distribution Policy

The Company has formulated its Dividend Distribution Policy based on the parameterslaid down by SEBI Listing Regulations. The same is enclosed in Annexure "G" tothe Directors' Report and the same is also available on the Company's website atwww.bayer.in.

Corporate Social Responsibility Policy

A brief outline of the Corporate Social Responsibility ("CSR") Policy andthe initiatives undertaken by the Company on CSR activities during 2020-21 is set out inAnnexure "A" to the Directors' Report. The CSR Policy is uploaded on theCompany's website at www.bayer.in.

Internal Control Systems

The Company has implemented appropriate Internal Control Systems for business processeswith regard to its operations financial reporting and compliance with applicable laws andregulations. The Audit Committee of the Board of Directors approves the internal auditplan and internal audits are conducted at regular intervals across various locations inline with the approved internal audit plan. Audit observations and follow-up actions aredeliberated with the management of the Company as well as the Audit Committee.

Internal Financial Controls

In line with the regulations laid down in the Companies Act 2013 with respect tocontrol and compliance requirements the Company has established robust Internal FinancialControls across various processes prevalent in the organisation. These controls have beenput in place at both the entity and process levels and are designed to ensure complianceto internal control requirements as well as regulatory compliance. They also enableappropriate recording of financial and operational information. The Company has reviewedthe effectiveness of its Internal Financial Controls by adopting a systematic approachwhich enables it to effectively assess its design and operating effectiveness.

Information pursuant to Section 197(12) of the Companies Act 2013

The information as prescribed under the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is set out as Annexure "E" to the Directors'Report. However as per the proviso to Rule 5 the Directors'

Report and the Financial Statements of the financial year ended March 31 2021 of theCompany are being sent to the members excluding the statement giving particulars ofemployees under Section 197(12). Any member interested in obtaining a copy of suchstatement may write to the Company Secretary at the

Registered Office of the Company.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The information as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 with respect toConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo relatedmatters is enclosed as Annexure "B" to the Directors' Report.

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013

During the financial year ended March 31 2021 the Company did not give any loanguarantee or provided security in connection with any loan to any group company.

Related Party Transactions

In accordance with the relevant provisions of the Companies Act 2013 and rules framedthereunder as well as Regulation 23 of the SEBI Listing Regulations the Company has inplace a Related Party Transaction Policy. All the transactions entered with relatedparties during the year are in accordance with the Related Party Transaction Policy andare in the ordinary course of business & at arm's length. During the year underreview the Board reviewed the Related Party Transaction Policy as per the SEBI ListingRegulations and made relevant changes to bring it in line with the various amendmentsbrought in during the last few years.

Information on transactions entered with the related parties pursuant to Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 as prescribed in Form AOC -2 for the financial year ended March 31 2021 aregiven under Annexure "C" to the Directors' Report.

Prevention of Sexual Harassment at Workplace

The Company has a policy on Prevention of Sexual Harassment at Workplace to ensure aharassment-free workspace. Sexual harassment cases are dealt as per the Prevention ofSexual Harassment Policy and Internal Committees (IC) have been set up by the Company toredress such complaints. This Policy is applicable to all its employees (permanentcontractual temporary and trainees).

During the financial year 2020-21 a Web Based

Training ("WBT") on Prevention of Sexual Harassment based on the locallegislation of Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 was extended to all employees (including IC members) of the Company.Further a global WBT on the topic of sexual harassment and how to report non-compliancewas also available for employees of the Company.

The following is a summary of sexual harassment complaints received and disposed offduring financial year 2020-21:

Particulars Details
Number of complaints pending as at the beginning of the financial year Nil
Number of complaints filed during the financial year 1
Number of complaints disposed during the financial year 1
Number of complaints pending as at the end of the financial year Nil

Extract of Annual Return

The details forming part of the extract of the Annual

Return of the Company in Form MGT 9 for the financial year ended March 31 2021 asper the provisions of Section 92 of the Act is enclosed as Annexure "D" to theDirectors' Report. The same is available on the Company's website at www.bayer.in.

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1and SS2) respectively relating to meetings of the Board and its Committees which havemandatory application during the year under review.

Reporting of Frauds by Auditors

During the year under review neither the statutory auditors nor the secretarialauditors reported to the Audit Committee of the Board under Section 143(12) of the Actany instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Report.

Management Discussion & Analysis Report

A detailed review of operations performance and future outlook of your Company isgiven separately under the head Management Discussion & Analysis Report.

Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Amendment Rules 2014 the cost audit recordsmaintained by the Company in respect of ‘Insecticides' are required to be audited.The Directors have on the recommendation of the Audit Committee appointed M/s. D.C. Dave& Co. to audit the cost accounts of the Company pertaining to ‘Insecticides' forthe financial year ending March 31 2022. As required under the provisions of the Act theremuneration payable to the Cost Auditor is to be placed before the Members in the AnnualGeneral Meeting for ratification. Accordingly a resolution for seeking members'ratification for the remuneration payable to M/s. D.C. Dave & Co. is included at ItemNo. 7 of the Notice convening the Annual General Meeting.

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP Chartered Accountants (ICAI Firm RegistrationNo. 117366W/W-100018) are the Statutory Auditors of the Company pursuant to theprovisions of Section 139 of the Companies Act 2013 and as per their appointment at the59th Annual General Meeting of the Company held on August 23 2017 for a period of fiveyears.

For the year ended March 31 2021 the Company paid a consolidated sum of Rs 11 Millionto the Statutory Auditors and all their entities.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s. BNP &Associates a firm of Company

Secretaries in Practice to undertake the Secretarial

Audit of the Company for the financial year ending

March 31 2021. The Secretarial Audit Report for the financial year ended March 312021 is enclosed as

Annexure "F" to this Directors' Report. The Secretarial

Audit Report does not contain any qualification reservation or adverse remark. TheCompany is in compliance with the Secretarial Standards specified by the Institute ofCompany Secretaries of India.

Acknowledgements

The Board of Directors wishes to thank the employees of the Company for their exemplarydedication and valued contribution as well as their unwavering support. The Directorswould like to express their grateful appreciation for the co-operation and assistanceextended by all the valued stakeholders of the Company viz. customers governmentauthorities financial institutions banks shareholders suppliers and other businessassociates. The Company also acknowledges the consistent support and guidance of itspromoters.

For and on behalf of the Board of Directors
Pankaj Patel
Chairman
Ahmedabad May 25 2021 (DIN: 00131852)

.