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Bayer CropScience Ltd.
Change Company : 
Chairman : Vijay Mallya Industry : Pesticides & Agrochemicals
Last Price Today's Change Open Prev Close Day's Range 52 Week Range
1467.65 34.80 1489.00 1432.85 (1500.00)   (1418.60) (1829.20)   (1095.90)
BSE Code 506285
ISIN Demat INE462A01022
Book Value (Rs.) 593.06
Dividend Yield (%) 0.34
Market Cap (Rs Mn) 53743.88
P/E 17.06
EPS (Rs.) 86.05
Face Value (Rs.) 10
Volume 1895969.00
March 2013 Select Base Year :

CORPORATE GOVERNANCE REPORT

1.0 COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy of Corporate Governance is based on preserving core values and ethical business conduct, commitment to maximise member value on a continuous basis while looking after the welfare of all the other stakeholders which is the primary responsibility of the Board of Directors, Management and Employees. Our Board judiciously exercises its fiduciary responsibilities in a spirit of trust, transparency and fair play.

As a Group, we stand committed to the values of Leadership, Integrity, Flexibility and Efficiency (LIFE). These values have transcended the barriers of time and continue to inspire the way we operate our business, engage with our stakeholders and shape our future.

Bayer is the name of a promise. A pledge to meet stakeholder expectations fulfilled, for more than a century now, despite challenges. At the core of our achievement lies our people approach. We have always believed that our growth was intrinsically linked with the growth of our people. We encourage diversity and a performance driven organisational culture in which people give their best and feel proud to be part of a successful and a caring organisation.

As an innovation company, we set trends in research-intensive areas. Our products and services are designed to benefit people and improve their quality of life. At the same time we aim to create value through innovation, growth and high earning power. We are committed to the principles of sustainable development and to our social and ethical responsibilities as a corporate citizen.

We believe in the importance of building stockholder trust. We adhere to the highest levels of ethical business practices, as embodied by the Bayer Code of Conduct, which provides guidelines for ethical conduct by our directors, officers and employees.

1.1 Corporate Compliance Program

Our corporate activity is governed by national and local laws and statutes that place a range of obligations on the Bayer Group and its employees throughout the world. Bayer manages its business responsibly and is compliant with the statutory and regulatory requirements of the countries in which it operates.

Bayer expects legally and ethically impeccable conduct from all of its employees in day to day business operations, as the way they carry out their duties affects the Company's reputation. By ensuring regular dialogue between employees and their supervisors and providing training courses involving the Compliance Officer, the Company endeavours to acquaint its employees with internal codes of behaviour and with the numerous statutory and regulatory requirements of the countries where they work that are of relevance to them. This lays the foundation for managing the business responsibly and in compliance with respective applicable laws.

The Corporate Compliance Policy states that Bayer is unreservedly committed to corporate compliance and will forgo any business transactions that would violate compliance principles. The policy also details the organisational framework for corporate compliance and specifies areas in which violations of applicable law can have particularly serious adverse consequences, both for the Group as a whole as also for individual employees. The principles set forth in the corporate compliance policy are designed to guide employees in their business-related actions and protect them from potential misconduct.

Its core requirements are:

• adherence to antitrust regulations,

• integrity in business transactions and a ban on exerting any kind of improper influence,

• the observance of product stewardship and the commitment to the principle of sustainability,

• the commitment to ensure fair and respectful working conditions across the Group.

Employees may contact their respective supervisors or Compliance Officers for support and advice on ensuring legally compliant conduct in specific business situations.

1.2 Whistle Blower Policy

In terms of the Corporate Compliance Program, the Company has also formulated a 'Whistle Blower Policy' with an objective of encouraging the employees to raise any concern about Bayer's operations and working environment, including possible breaches of Bayer's policies and standards, values or any laws within the country or elsewhere, without fear of adverse managerial action being taken against such employees. It basically enables the employees to report their concerns which would be looked into and if found appropriate, would be fully investigated and acted upon.

1.3 Policy for Prevention of Sexual Harassment

Bayer's quest for competitive excellence consists of its commitment to lawful and ethical conduct and adherence to Bayer values. Integrity, honesty and respect for people remain some of its core values. The Company is committed to provide a safe & conducive work environment to its employees and expects them to combine "Expertise with responsibility". Bayer's 'Policy for Prevention of Sexual Harassment' has been formulated to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment.

1.4 Code of Conduct

In compliance with the requirements of Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for Directors as well as for Senior Management. All Board members and Senior Management personnel have affirmed compliance with the applicable Code of Conduct.

The policies as well as codes are posted on the website of the Company. 

1.5 Risk Management

Risk management comprises of the organisational rules and actions for early identification of the risks in the course of doing business and the management of such risks. Risk management includes implementing systems to identify risks at an early stage, report them and take measures to mitigate them.

The Company has laid down procedures to inform the Audit Committee of the Board of Directors about risk assessment and minimisation procedures. These procedures have been periodically reviewed to ensure that executive management controls the risks pertinent to their business operations.

The Vice President - Internal Audit is responsible for coordinating with the various head of departments with respect to the process of identifying key risks associated with the business, the manner of handling risks, the adequacy of mitigating factors, recommending corrective action and reporting to the Audit Committee.

2.0 BOARD OF DIRECTORS

The Board of the Company has an optimum combination of Executive and Non-Executive Directors to maintain the independence of the Board. Dr. Vijay Mallya, the Chairman of the Board is a Non-Executive and an Independent Director. Dr. Thomas Hoffmann has been appointed as the Whole-time Director of the Company with effect from April 2, 2013.

Presently the Board consists of a total of 9 Directors, out of which 2 are Executive Directors and from the remaining 7 Non-Executive Directors, 4 are Independent. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49 of the Listing Agreement), across all the Companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

The Managing Director and 4 other Directors are from the Promoter Group. The remaining 4 Non-Executive Independent Directors are professionals with expertise and experience in general corporate management, finance, accounting and other allied fields. Apart from drawing sitting fees and commission, none of these Directors have any other material pecuniary relationship or transactions with the Company, its Promoters and its Management, which in the judgement of the Board would affect the independence of the Directors. Except Dr. Vijay Mallya, who holds 53 shares in the Company, none of the Directors hold any shares in the Company.

All Non-Executive Independent Directors comply with the requirements of the Listing Agreement applicable to "Independent Director".

2.1 Responsibilities

2.1.1 Managing Director

Mr. Stephan Gerlich, Vice Chairman & Managing Director of the Company, is also the Country Speaker for the Bayer Group in India. He is responsible for the overall management of the Company. As the Managing Director, he periodically apprises the Board about the performance of the Company.

2.1.2 Whole-time Director

Dr. Thomas Hoffmann, who took over from Mr. Kaikobad B. Mistry, has been appointed as Whole-time Director with effect from April 2, 2013 and is responsible for various functions which include Accounts, Taxation, Treasury, Financial Services, Law, Patents & Compliance, Information Technology and Internal Audit.

2.1.3 Independent Directors

The Independent Directors play a vital role in decision making at the Board Meetings and bring to the Company their rich and varied experience in the fields of Corporate Management, Accounts, Finance, Taxation, Corporate Governance and Law.

The Audit Committee consists entirely of Non-Executive Directors with the majority of them being Independent Directors. Independent Directors have unfettered and complete access to all information within the Company.

3.0 BOARD PROCEDURE

The annual calendar of meetings is agreed upon at the beginning of each year. The meetings are governed by a detailed agenda. All issues included in the agenda are backed up by comprehensive background information to enable the Board to take informed decisions. The agenda papers, containing detailed notes on various agenda items and other information, which would enable the Board to discharge its responsibility effectively, are circulated in advance to the Directors. The Managing Director briefs the Board on the overall performance of the Company. The Chairman of the Audit Committee briefs the Board on important matters discussed at the meetings of the Audit Committee. The statements of Shareholders' / Investors' grievances received and resolved are also placed before the Board. 

3.1 Information given to the Board

The Board has complete access to all information within the Company which includes amongst others the following:

• Annual operating plans, budgets and updates

• Capital budgets and updates

• Quarterly results for the Company

• Minutes of meetings of Audit Committee and other Committees of the Board

• The information on recruitment and remuneration of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and the Company Secretary

• Show cause, demand, prosecution notices and penalty notices, which are materially important

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems

• Sale of material nature of investments, subsidiaries, assets, which is not in the normal course of business

• Amount of Borrowings / Investments along with the terms on which the amounts are borrowed / invested

• Quarterly details of foreign exchange exposures and the steps taken by the Management to limit the risks of adverse exchange rate movement, if material

• Non-compliance of any regulatory, statutory or listing requirements and members' service such as non-payment of dividend, delay in share transfer etc.

4.0 DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

Dr. Vijay Mallya and Mr. A.K.R. Nedungadi retire by rotation and being eligible, offer themselves for re-appointment. Particulars of the aforementioned Directors of the Company seeking appointment / re-appointment are as under:

4.1 Dr. Vijay Mallya

Dr. Vijay Mallya is a second-time Member of India's Parliament and Chairman of The United Breweries (UB) Group, one of India's largest conglomerates with diverse interests in brewing, distilling, pharmaceuticals, aviation, real estate, engineering, fertilizers, biotechnology and information technology. 

He was born in 1955 and became the Chairman of The UB Group at the age of 28 following his father's demise.

United Spirits Limited, the flagship of The UB Group, has achieved the historic milestone of selling a-100 million cases, becoming the second-largest spirits company in the world.

United Breweries Ltd (UBL), the makers of Kingfisher beer, is the largest brewing company in India with a national market share of more than 50 per cent. Kingfisher beer is currently available in 52 countries outside India and leads the way among Indian beers in the international market. The brand also brings out the Kingfisher Calendar which is not just one of the most high-profile calendars in the world; it is also a forum that has launched several Bollywood actresses and supermodels.

Dr. Mallya is the Chairman of public companies both in India as well as in the USA. He has been the Chairman of Aventis Pharma India (previously Hoechst) as well as the Chairman of Bayer Crop Science in India for over 20 years, in addition to being the Chairman of several other corporations.

Dr. Mallya personally and the UB Group as a whole have vast sporting interests internationally as well as in India.

Dr. Mallya is the first Indian ever to own a Formula One Team. He is the Team Principal and owner of Force India Formula 1, which is also India's first-ever Formula One Team and represents India's first, truly global sports foray. The Silverstone (U.K.) based team is now a finely tuned, state-of-the-art team that has proved itself as a front running F1 team that has gone on to challenge some of the automotive industry's greatest brands for track victory.

In 2008, the UB Group bid and acquired Royal Challengers Bangalore, an IPL team which has been in the finals and semi-finals of the tournament in the last two years. The company also owns the country's two premium football teams Kingfisher East Bengal and McDowell Mohun Bagan. He is also a breeder and owner of race horses. His horses have won every single major horse race in the country. He is a keen sportsman, an ardent aviator and yachtsman of distinction.

Dr. Mallya has received several professional awards both in India and overseas. He was conferred a Doctorate of Philosophy (Honoris Causae) in Business Administration, by the Southern California University, Irvine. He has also been nominated as a Global Leader for Tomorrow by the World Economic Forum. He has also received France's highest civilian award - the Legion of Honour.

His first term as a Member of Parliament was between 2002 and 2008.

As on March 31, 2013, Dr. Vijay Mallya is on the Board of the following companies in India:

• Four Seasons Wines Limited, Bangalore

• Kamsco Industries Private Limited, Kolkata

• Kingfisher Airlines Limited, Bangalore

• Mallya Private Limited, Kolkata

• Mangalore Chemicals and Fertilisers Limited, Bangalore

• Motorsports Association of India, Mumbai

• Pharma Trading Company Private Limited, Kolkata

• Royal Challengers Sports Private Limited, Bangalore

• Sanofi India Limited, Mumbai

• SWEW Benefit Company, Kolkata

• The Gem Investment & Trading Company Private Limited, Kolkata

• United Breweries (Holdings) Limited, Bangalore

• United Breweries Limited, Bangalore

• United East Bengal Football Team Private Limited, Kolkata

• United Racing and Bloodstock Breeders Limited, Bangalore

• United Spirits Limited, Bangalore

• VJM Investments Private Limited, Bangalore 

4.2 Mr. A.K.R.Nedungadi

A trained Chartered and Cost Accountant, Mr. Nedungadi joined the United Breweries Group in 1990 as the Corporate Treasurer. Within two years, he became the Group Finance Director of the Group's International business managing the businesses of UB International, which included the paint giant Berger Jenson and Nicholson with operations spanning 27 countries. He was instrumental in listing the Berger Group Companies on the London and Singapore bourses.

Since his appointment as the President and Group CFO in 1998, he led the way to sharpening the focus of the Group, which had a conglomerate approach, on areas of competence and global reach. This saw the Group focus on three verticals - Brewing, Distilling and Aviation, each area presenting clear leadership within India and global significance.

He was also responsible for opening up the beverage alcohol sector to Global Best Practices and Transparency, enabling the entry of institutional investors and rerating of the industry itself.

Under his leadership, the market capitalisation of the 3 principal group companies has crossed US$ 5 Billion which bears testimony to the successful accomplishment of business restructuring, consolidation and enhanced shareholder value. As the principle leadership resource of the UB Group, Mr. A. K. R. Nedungadi was instrumental in concluding the acquisition of Shaw Wallace & Co., Whyte & Mackay, Bouvet Ladubay, etc.

Mr. Nedungadi is the recipient of many awards of excellence, including Udyog Ratan Award, IMA's CFO of the Year, CNBC TV18's - CFO of the Year - M & A etc. Memberships in esteemed organisations like Who's Who of Professionals only reinforce the above testimonials. Further, he is on the Board of several companies, both in India and overseas.

His interests in social work and the arts engage his free time. He is an active Rotarian and is a Trustee of India Foundation for the Arts, India's leading grant making Art Philanthropy. He lives in Bangalore with his wife and two children.

As on March 31, 2013, Mr. Nedungadi is on the Board of Directors of the following companies in India:

• Beta Edutech Limited

• Idea Streamz Consultants Private Limited

• Kingfisher Airlines Limited

• Millenea Vision Advertising Private Limited

• Sanofi India Limited

• SWEW Benefit Company (Managing Committee Member)

• United Breweries Limited

4.3 Dr. Thomas Hoffmann

Dr. Thomas Hoffmann has studied Business Administration with specialisation in Finance and Controlling & Audit and has Degrees of Diplom Kaufmann and Dr. rer. pol. He started his career at Stinnes AG in Mulheim, Germany as a strategic controller in 1997 and worked as a Research Assistant at the University of Cologne (Germany). In 2001, he joined Bayer AG (Germany) as Manager in Corporate Controlling and Corporate Accounting. He then moved to Bayer (Ltd.), Japan as Head of Enterprise Accounting and Reporting in 2005. His last assignment which he started in 2008 was at Bayer AG (Germany), Corporate Finance as Head of Structured Finance.

Dr. Thomas Hoffmann has been appointed as the Whole-time Director of the Company with effect from April 2, 2013. 

5.0 REMUNERATION OF DIRECTORS

5.1 Details of Remuneration paid to Non-Executive Independent Directors and Executive Directors during the year ended March 31, 2013 

a) Non-Executive Independent Directors

The Non-Executive Independent Directors are entitled to sitting fees of Rs. 20,000 for each Board, Remuneration Committee and Audit Committee meetings attended. With effect from April 1, 2010, the Non-Executive Independent Directors are also entitled to commission of an amount as may be determined by the Board from time to time

5.2 Service contract, notice period and severance fees

Mr. Stephan Gerlich was re-appointed as the Vice Chairman & Managing Director of the Company with effect from July 1, 2009. His employment is contractual for a period of 5 years and terminable by 6 months' notice on either side.

Mr. Kaikobad B. Mistry had been appointed as a Whole-time Director of the Company with effect from July 1, 2008. The agreement entered into between the Company and Mr. Kaikobad B. Mistry has been terminated with effect from February 1, 2013 following his relocation to another country.

The Company does not have a scheme for stock options, either for the Directors or its employees. There is no severance fees paid to the Vice Chairman & Managing Director or Whole- time Director.

6.0 COMMITTEES OF THE BOARD

6.1 Audit Committee

The Audit Committee acts as a link between the Statutory and the Internal Auditors on the one side and the Board of Directors of the Company on the other side.

Role of the Audit Committee:

• Oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to Statutory Auditors for any other services rendered by them.

• Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a) Matters required in the Director's Responsibility Statement to be included in the Board's report in terms of clause (2AA) of section 217 of the Companies Act, 1956

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management

d) Significant adjustments made in the financial statements arising out of audit findings

e) Compliance with listing and other legal requirements relating to financial statements

f) Disclosure of any related party transactions

g) Qualifications in the draft audit report.

• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

• Reviewing, with the management, performance of Statutory and Internal Auditors, and adequacy of the internal control systems.

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

• Discussion with Internal Auditors on any significant findings and follow up there on.

• Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

• To review the functioning of the Whistle Blower mechanism.

• Reviewing internal audit reports relating to internal control weaknesses.

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. The minutes of the meetings of the Audit Committee are placed before the Board of Directors.

The Chairman of the Audit Committee, Mr. Sharad M. Kulkarni, was present at the Annual General Meeting of the Company held on Friday, August 24, 2012.

6.2 Shareholders'/ Investors' Grievance Committee 

The Company has a Shareholders' / Investors' Grievance Committee under the Chairmanship of Mr. A. K. R. Nedungadi, a Non-Executive Independent Director, to attend to and redress the grievances received from the members of the Company.

6.3 Share Transfer Committee

In compliance with the amended Clause 49 of the Listing Agreement and in order to expedite the process of share transfer, power to approve share transfers has been delegated to officials of the Company.

Further, a sub-committee has been constituted for attending to matters relating to issue of duplicate share certificates, transmission of shares, split and consolidation, etc.

6.4 Remuneration Committee

The Company has a Remuneration Committee to approve the remuneration of managerial person(s).

7.0 COMPLIANCE OFFICER

Mr. Rajiv Wani, Vice President - Law, Patents & Compliance & Company Secretary, is the Compliance Officer of the Company. 

8.0 GENERAL SHAREHOLDER INFORMATION

8.1 Annual General Meeting 

Date of AGM :

Thursday, August 29, 2013 

Venue and time :

Yashwantrao Chavan Pratishthan Auditorium, Y. B. Chavan Centre, Near Mantralaya, Gen. J. Bhonsale Marg, Mumbai - 400 021 at 12.15 p.m. 

8.2 Dates of Book Closure 

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, August 14, 2013 to Thursday, August 29, 2013 (both days inclusive).

8.3 Proposed Date of Dividend Payment

The dividend of Rs. 5.00 per Equity Share, as recommended by the Board of Directors, if declared at the ensuing 55th Annual General Meeting to be held on Thursday, August 29, 2013 will be paid at par within 30 days of the said date:

(i) to those members who hold shares in physical form and whose names appear on the Company's Register of Members as holders of Equity Shares on Thursday, August 29, 2013

(ii) in respect of shares held in dematerialised form, to the beneficial owners of the shares as at the close of business hours on Tuesday, August 13, 2013 as per details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). 

8.4 Financial Calendar

The financial calendar of the Company is from April 1 to March 31.

8.5  Board Meetings for Quarterly Results

(Tentative and subject to change) 

Quarter ending June 30, 2013 :On or before August 14, 2013 

 Half year ending September 30, 2013: On or before November 15, 2013 

 Third quarter ending December 31, 2013 :On or before February 15, 2014 

 Year ending March 31, 2014 :On or before May 30, 2014 

 Annual General Meeting for the financial year ending March 31, 2014 :On or before September 30, 2014 

8.6 Registered Office*

Bayer CropScience Limited

Bayer House, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076.

*With effect from May 20, 2013, the Registered Office of the Company has changed to:

Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076

8.7  Listing of Equity Shares on Stock Exchange 

Name and Address of Stock Exchange :

Bombay Stock Exchange Limited (BSE)

Phiroz Jeejeebhoy Towers Dalal Street, Mumbai - 400 023.

Scrip Code : 506285

Scrip ID : BAYER

ISIN : INE462A01022 (NSDL & CDSL) 

The Company has paid the annual listing fees. 

8.8 Registrars & Share Transfer Agents:

TSR Darashaw Private Limited (TSRDPL) acts as the Registrars and Share Transfer Agents of the Company. Share transfers, dividend payment, requests for duplicates, revalidation, transmission and other investor related requests are attended by TSRDPL at its Registered Office situated at:

TSR DARASHAW PRIVATE LIMITED (Unit - Bayer CropScience Limited)

6-10, Haji Moosa Patrawala Industrial Estate,

20, Dr. E. Moses Road, Near Famous studio, Mahalaxmi, Mumbai - 400 011.

Tel No.: 022-6656 8484 Fax No.: 022-6656 8494

e-mail: csg-unit@tsrdarashaw.com  Website: www.tsrdarashaw.com  

Contact Person: Ms. Madhuri Narang 

Investors may also contact the following TSRDPL branch offices:

a) Branch Offices of TSRDPL 

1. TSR DARASHAW PRIVATE LIMITED

503, Barton Centre (5th Floor) 84, Mahatma Gandhi Road, Bangalore - 560 001

Tel No.: 080 - 2532 0321 Fax No.: 080 - 2558 0019

e-mail: tsrdlbang@tsrdarashaw.com

2. TSR DARASHAW PRIVATE LIMITED

Bungalow No.1,"E" Road, Northern Town, Bistupur, Jamshedpur - 831 001

Tel No.: 0657-242 6616 Fax No.: 0657 - 242 6937 e-mail: tsrdljsr@tsrdarashaw.com

3. TSR DARASHAW PRIVATE LIMITED

Tata Centre, 1st Floor, 43, J.L.Nehru Road, Kolkata - 700 071

Tel No.: 033 - 2288 3087 Fax No.: 033 - 2288 3062

e-mail: tsrdlcal@tsrdarashaw.com

4. TSR DARASHAW PRIVATE LIMITED

2/42, Sant Vihar, 1st floor, Ansari Road, Daryaganj,New Delhi - 110 002

Tel No.: 011 - 2327 1805 Fax No.: 011 - 2327 1802 e-mail: tsrdldel@tsrdarashaw.com   

 b) Agents of TSRDL

Shah Consultancy Services Limited

3 Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge Ahmedabad 380 006

Telefax: 079-2657 6038 E-mail: shahconsultancy8154@hotmail.com

8.9 Share Transfer System

The shares of the Company being in compulsory dematerialised form, are transferable through the depository system. Shares in physical form should be lodged for transfer with the office of the TSRDPL at Mumbai or at their Branch Offices or at the Registered Office of the Company. The transfers are processed if technically found to be in order and complete in all respects. The transfers processed are approved by the Company on weekly basis.

8.10 Pledge of Equity Shares

None of the Equity Shares held by the Promoters and / or Promoter Group as on March 31, 2013 have been pledged or otherwise encumbered.

8.11 Dematerialisation of Shares and Liquidity

As per the Notification received from SEBI, the shares of the Company are traded compulsorily in dematerialised form with effect from March 21, 2000. Your Company has signed an Agreement with both the Depositories in the country, viz. NSDL and CDSL, whereby the shareholders have an option to get the shares dematerialised with any of the Depositories.

The conversion of the shares from physical form to electronic form is known as Dematerialisation. The Member desiring to dematerialise the shares has to open a demat account with a Depository Participant (DP) of his choice. Many nationalised banks and private sector undertakings are offering this facility. After opening the demat account, the Member has to handover the physical share certificates along with the Demat Request Form to his DP, who in turn will forward the documents to TSRDPL, both physically and electronically. On receipt of the physical documents and electronic request routed through the Depository, TSRDPL shall dematerialise the shares and give a credit into the member's demat account maintained with the DP.

As of March 31, 2013, 38,967,882 shares (98.66%) shares issued by the Company have been dematerialised.

8.12 Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity :

Not Applicable

8.13 Plant Locations

(a) Plot No. 6009 - 10, & 6301 - 10A G.I.D.C. Industrial Estate, Ankleshwar - 393 002, Gujarat.

(b) 66/1 to 75/2, G.I.D.C. Industrial Estate Himatnagar - 383 001, Gujarat.

8.14 Address for correspondence:

Investors can correspond with

1. The Company at the following address : Bayer CropScience Limited

Law, Patents & Compliance Department Kolshet Road, Thane 400607, Maharashtra

Tel. No.: 91 22 2531 1690 Fax No.: 91 22 2545 5235

e-mail: investor.relations@bayer.com  Website: www.bayer.co.in

2. TSR Darashaw Private Limited at their following address :

TSR DARASHAW PRIVATE LIMITED (Unit - Bayer CropScience Limited)

6-10, Haji Moosa Patrawala Industrial Estate,

20, Dr. E. Moses Road, Near Famous Studio, Mahalaxmi, Mumbai - 400 011.

Tel No.: (91-22) 6656 8484 Fax No.: (91-22) 6656 8494

e-mail: csg-unit@tsrdarashaw.com Website: www.tsrdarashaw.com

All information / requests for share transfers, dematerialisation, transmissions, change of address, non-receipt of dividend warrants, duplicate/missing share certificates and other matters connected therewith be addressed to TSRDPL at the address mentioned above

The Company has a specific investor grievance e-mail ID as under: investor.relations@bayer.com   

9.0 OTHER DISCLOSURES

9.1 Special resolutions passed in the previous 3 Annual General Meetings

Payment of commission to the Company's Non-Executive Independent Directors, in addition to the sitting fees paid to them. Passed unanimously. (AGM held on September 28, 2010).

9.2 Postal Ballot

During the year under review, no resolutions were passed by Postal Ballot.

9.3 Related Party Disclosures

The Company has not entered into any transactions of a material nature with the promoters, directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company. Transactions with related parties as per the requirements of Accounting Standards 18 are disclosed in the Notes to Financial Statements.

9.4 Code of Conduct for Prevention of Insider Trading

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, the Company has adopted a "Code of Conduct for Dealing in Securities".

9.5 Details of non-compliance

There was no non-compliance by Bayer CropScience Limited on any matters related to capital markets during the last 3 years.

9.6 Means of communication

Financial Results: The quarterly, half-yearly and annual results of the Company are published in widely circulated newspapers, viz. The Financial Express and the Loksatta. These are also submitted to BSE in accordance with the Listing Agreement.

Website: The results are also regularly posted on the Company's website: www.bayer.co.in. The Annual Report is also available on the website in a user-friendly and downloadable manner. Apart from this, official news releases, Code of Conduct, Whistle Blower Policy, shareholding patterns, board structure etc. are also available on the Company's website.

Corp Filing: The information relating to shareholding pattern, results etc. of the Company is periodically posted with the Corporate Filing & Dissemination System (CFDS) at www.corpfiling.com as required under the Listing Agreement.

Since the half-yearly financial results are published in leading newspapers as well as displayed on the website, the same are not sent to the members of the Company.

9.7 Office of the Chairman

Your Company maintains the office of the Chairman at Hoechst House, 5th Floor, Nariman Point, Mumbai - 400 021.

For and on behalf of the Board of Directors

Dr. Vijay Mallya

Chairman

Mumbai, May 20, 2013 26 

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