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.

At Bayer, we aim to create value through innovation, growth and high earning power. We have geared up our internal control functions and risk management to meet the progressive governance standards.

Bayer is an inventor Company with a long tradition of research. By applying science to the major global challenges, we deliver innovations that address unmet customer and market needs.

Our focus on innovation is the key to maintaining or gaining a leading position in every market in which we operate. It is also the foundation for improving the lives of millions of people.

By working sustainably and accepting our role as a socially and ethically responsible corporate citizen and by committing to our Bayer values we create benefits for the communities in which we live.

Bayer has committed itself to the values of Leadership, Integrity, Flexibility and Efficiency (LIFE). These values provide guidance to all employees, both in business dealings and in working together within the Company. All employees are obligated to align their work to the LIFE values. This is taken into account in human resources development and the regular performance evaluations.

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. Bayer manages its business responsibly and is compliant with the statutory and regulatory requirements.

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. 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 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 and 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 or functional operations.

The General Manager - Internal Audit is responsible for coordinating with the Heads of various departments with respect to the process of identifying key risks associated with the business, the manner of handling such 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.

Presently the Board consists of a total of 8 Directors, out of which 2 are Executive Directors and from the remaining 6 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 3 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 Senior Bayer Representative 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

Mr. Kaikobad B. Mistry, who has been appointed as Whole-time Director with effect from July 1, 2008, is responsible for various functions which include Accounts, Taxation, Treasury, Financial Services, Law, Patents & Compliance, Information Technology, Procurement 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

• Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company

• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company

• Details of any joint venture or collaboration agreement

• Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property

• Significant labour problems and their proposed solutions. Any significant development on the Human Resources / Industrial Relations front such as signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

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

• Amount of borrowings along with the terms on which the amounts are borrowed

• 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

Mr. Sharad M. Kulkarni and Mr. Vimal Bhandari retire by rotation and, being eligible, offer themselves for re-appointment.

Mr. Peter Mueller and Mr. Tobias Marchand were appointed as Directors with effect from August 1, 2011 in the casual vacancies caused due to the resignations of Mr. Johannes Dietsch and Mr. Bernd Naaf respectively. Mr. Mueller and Mr. Marchand hold office till the ensuing Annual General Meeting as Directors appointed in the casual vacancies and, being eligible, offer themselves for re-appointment. Notice in writing under Section 257 of the Companies Act, 1956 has been received from the members of the Company signifying their intention to propose the candidature of Mr. Mueller and Mr. Marchand for the office of Directors, upon which they would be liable to retirement by rotation.

Particulars of the aforementioned Directors of the Company seeking appointment / re-appointment are as under:

4.1 Mr. Sharad M. Kulkarni

Mr. Sharad M. Kulkarni, Non-Executive Independent Director, has a Degree in Engineering (B.E.) from University of Pune and is a Fellow of the Institute of Engineers, India. He was a Fellow of Institution of Management, UK and Fellow of Institute of Directors, UK.

He is a Business Advisor and Management Consultant. He is on the Board of several Indian and International companies and is associated with several NGOs and Educational Trusts. He has held senior positions of CEO and President with major International and Indian Corporate entities during his career span of 40 years.

His area of expertise covers Business Development, International Alliance Management, Strategic Planning, Management and Technology Institutions of Learning, Venture Funding and Corporate Governance.

4.2 Mr. Vimal Bhandari

Mr. Vimal Bhandari, aged 53 years, is a Commerce graduate from Mumbai University and a Chartered Accountant. Mr. Bhandari is a proficient and a proven top management professional with over twenty five years of experience in a range of businesses in the financial services industry.

He is currently the CEO and Managing Director of Indostar Capital Finance, a wholesale credit institution sponsored by private equity houses like Everstone, Goldman Sachs, Ashmore and others with an initial capitalization of Rs. 9,000 Millions.

Prior to joining Indostar Capital, he was the Country Head of AEGON N.V., the large Dutch financial services player, which has established a life insurance business in India.

In his early career, Mr. Bhandari was with IL&FS, the Indian infrastructure financing and financial services institution, of which twelve years were spent as the Executive Director on the Board of Directors of the Company. He was directly responsible for the financial services business of IL&FS.

He is on the Board of various public limited companies as an Independent Director, including Patni Computer Systems, Eveready Industries, DCM Shriram Consolidated, Kalpataru Power Transmission, MIRC Electronics, Piramal Glass, The Ratnakar Bank and JK Tyre & Industries.

Mr. Bhandari is a member of the Executive Committee and the Listing Committee of National Stock Exchange of India Ltd. He is also a member of the Executive Committee of FICCI.

4.3 Mr. Peter Mueller

Mr. Mueller joined Bayer AG as a commercial trainee in 1979 and spent two years in Corporate Auditing thereafter. He then moved to Japan where he worked for seven years with three Bayer subsidiaries in the field of Finance & Accounting. After a further period of three years at the German Bayer headquarters in Central Controlling, Mr. Mueller became the Deputy General Manager of Bayer's newly founded holding company in Beijing, China. In the following five years, he established the administrative country platform and helped to negotiate and finance twelve joint venture companies.

Mr. Mueller joined the Finance Division at Bayer AG as Head of Corporate Financial Controlling in 1999 before being appointed the Head of Corporate Finance in 2002 and Head of Finance in 2011.

4.4 Mr. Tobias Marchand

Mr. Tobias Marchand joined Bayer in its Business Management training program in 1982. From Monheim, he was posted to Philippines for a logistics role, thereafter becoming Deputy to the Division Head of Crop Protection, and with it acquiring the opportunity to be directly involved in all aspects of the business.

In 1991, he became Country Head Crop Protection in Philippines until he returned to Germany in 1994 to take charge of cereal herbicide global product management. Two years later, he was transferred to Columbia to head the Andean Region consisting of Colombia, Peru, Venezuela and Ecuador, before being posted back to Monheim in 2000 as the Global Head of BPA in Bayer Crop Protection.

In 2002, Mr. Marchand was transferred to Bayer AG in charge of Regional Coordination for Latin America and Mexico where he took on the Lanxess carve-out project, helping to define the legal structure and operational aspects. He returned to CropScience in 2004 as Country Head Germany / Austria in March 2005 until his present move to Singapore.

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, 2012

a) Non-Executive Independent Directors

The Non-Executive Directors do not draw any remuneration from the Company. 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, subject to a ceiling of 1% of the net profits of the Company.

b) Executive Directors

Mr. Stephan Gerlich, Vice Chairman & Managing Director and Mr. Kaikobad B. Mistry, Whole-time Director were paid remuneration for the year ended March 31, 2012 as per their respective agreements with the Company, which has been approved by the Board as well as the Members.

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 has been appointed as a Whole-time Director of the Company with effect from July 1, 2008. His employment is contractual for a period of 5 years and terminable by 6 months' notice on either side.

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 Committee held 5 meetings during the year ended March 31, 2012. The meetings were held on April 21, 2011, May 17, 2011, July 25, 2011, November 9, 2011 and January 31, 2012.

The Vice Chairman & Managing Director, Chief Financial Officer, the Head of Corporate Accounting and the Head of Internal Audit are permanent invitees to all Audit Committee meetings. The Statutory Auditors are also invited to attend the meetings. The Company Secretary acts as the Secretary to the 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 judgement 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 Thursday, August 25, 2011.

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.

The Committee held 4 meetings during the financial year ended March 31, 2012. The meetings were held on May 17, 2011, July 25, 2011, November 9, 2011 and January 31, 2012.

During the financial year ended March 31, 2012, the Company received 4 grievances, all of which have been resolved to the satisfaction of the members. The details of the same were also placed before the Board.

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.

6.4 Remuneration Committee

The Committee held 3 meetings during the financial year ended March 31, 2012. The meetings were held on May 17, 2011, July 25, 2011 and January 31, 2012.

7.0 COMPLIANCE OFFICER

Shirin V. Balsara, 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: Friday, August 24, 2012

Venue and time: Rangaswar Hall, 4th floor, Y. B. Chavan Centre, Near Mantralaya, Gen. J. Bhonsale Marg, Mumbai - 400 021 at 2.00 p.m.

8.2 Dates of Book Closure:

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, August 10, 2012 to Friday, August 24, 2012 (both days inclusive).

8.3 Proposed Date of Dividend Payment

The dividend of Rs. 4.20 per Equity Share, as recommended by the Board of Directors, if declared at the ensuing 54th Annual General Meeting to be held on Friday, August 24, 2012 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 Friday, August 24, 2012

(ii) in respect of shares held in dematerialised form, to the beneficial owners of the shares as at the close of business hours on Thursday, August 9, 2012 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, 2012: On or before August 15, 2012

Half year ending September 30, 2012: On or before November 15, 2012

Third quarter ending December 31, 2012: On or before February 15, 2013

Year ending March 31, 2013: On or before May 30, 2013

Annual General Meeting for the financial year ending March 31, 2013: On or before September 30, 2013

8.6 Registered Office

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

8.7 Listing of Equity Shares on Stock Exchanges

Name and Address of Stock Exchange:

Bombay Stock Exchange Limited (BSE)

Phiroze 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 Limited (TSRDL) 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 TSRDL at its Registered Office situated at:

TSR DARASHAW 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 TSRDL branch offices:

a) Branch Offices of TSRDL

1. TSR DARASHAW 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 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 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 LIMITED

2/42, Sant Vihar, 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 TSRDL 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 thrice a month.

8.10 Pledge of Equity Shares

None of the Equity Shares held by the Promoters and / or Promoter Group as on March 31, 2012 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. The Members 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 TSRDL, both physically and electronically. On receipt of the physical documents and electronic request routed through the Depository, TSRDL shall dematerialise the shares and give a credit into the member's demat account maintained with the DP.

As of March 31, 2012, 38,930,335 shares (98.56%) 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

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

Tel. No.: 91 22 2571 1393

Fax No.: 91 22 2570 0147

E-mail: investor.relations@bayer.com

Website: www.bayer.co.in

2. TSRDL at their following address:

TSR Darashaw 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 TSRDL 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 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.

9.2 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".

9.3 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.

9.4 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.

9.5 Office of the Chairman

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

RECOMMENDATIONS TO THE INVESTORS / SHAREHOLDERS

• Open a demat account and dematerialise your shares since it helps in immediate transfer of shares without payment of stamp duty.

• Provide NECS mandate to the Company in case of shares in physical form and ensure that correct and updated particulars of bank account are available with DP in case of shares held in dematerialised form.

• Fill and submit nomination forms (to the Company / TSRDL - for Physical shares; to DP - for dematerialised shares).

• Obtain valid documents relating to purchase / sale of shares.

• Transfer shares prior to book closure / record date to be eligible for corporate benefits.

• Deal only through SEBI registered intermediaries.

• Give clear and unambiguous instructions to your broker / sub-broker / DP.

• Keep copies of all your investment documentation.

• Send share certificates, warrants, cheques, demand drafts etc. through registered post or courier.