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.
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.
With the new Compliance Charta, Bayer is taking its compliance initiatives into a new era. Compliance functions are concentrating on a proactive, risk based and collaborative approach striving at early prevention. In this context, the Compliance Organization has redefined its priorities and now introduces a COMPLIANCE MANAGEMENT SYSTEM based on Business Partnership, Dialogue and Transparency as well as on Continuous Improvement and Innovation. Under the umbrella of "Integrated Compliance Management (ICM)", compliance specialists and those responsible for day-to-day operations will work together even more systematically from the very beginning to prevent possible violations of rules and regulations. The site management will work closely with local compliance specialists and legal experts in all of the countries and regions to analyze the current situation in each relevant area of risk. They will then adapt business processes within the stipulated time to ensure that employees and the business are reliably protected against breaches of compliance. This initiative will further contribute to the integrity of our company around the globe in accordance with the LIFE values. ICM focuses on nine risk areas such as Antitrust, Anti-Corruption, Product related Communication, Price Reporting, Conflict of Interest, Data privacy, Foreign Trade Limitation, Insider Trading and Fair & Respectful Work Conditions. Employees affected by the risk areas will be guided and trained to follow the processes to prevent any potential compliance risk.
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. 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 and the Listing Agreement, the Company has a 'Whistle Blower Policy' with an objective of encouraging the employees and the Directors of the Company 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 as well as Directors 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". Your Company has formulated 'Policy for Prevention of Sexual Harassment' 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 all of the organisational rules and actions for early identification of risks in the course of doing business and 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 monitor and control 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, manner of handling risks, 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 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". Details of the composition of the Board and changes therein during the year, category of the Directors, number of their other directorships and committee memberships are given below:
2.1.1 Managing Director
Mr. Richard van der Merwe, 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, Whole-time Director 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
Mr. Peter Mueller retires by rotation and being eligible, offers himself for re-appointment.
Mr. Richard van der Merwe has been appointed as an Additional Director and Vice Chairman & Managing Director of the Company with effect from February 1, 2014. He holds office till the ensuing Annual General Meeting and being eligible, offers himself for appointment.
Dr. Vijay Mallya, Mr. Sharad M. Kulkarni, Mr. A. K. R. Nedungadi and Mr. Vimal Bhandari are proposed to be appointed as Independent Directors of the Company in accordance to Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
Particulars of the aforementioned Directors of the company seeking appointment / re-appointment are as under:
4.1 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.
4.2 Mr. Richard van der Merwe
Mr. Richard van der Merwe studied Finance and Administration at South African University and has a degree in International Finance Administration. Mr. van der Merwe is also a Chartered Accountant. He started his career with Bayer in 1985 in Bayer South Africa. He was there till June 1993 as Manager - Finance and Controlling, after which he moved to Leverkusen, the Bayer Group headquarters in July 1993 as an Internal Auditor. In January 1995, he returned to South Africa and was appointed Group Human Resources and Administration Manager. Richard was appointed the Managing Director of Bayer Zimbabwe (Pty) Ltd. in July 1996. He then went on to become the Chief Executive and Country Head for the then Bayer Polymers division. From July 2004 to August 2009, Richard was Chief Executive (Senior Bayer Representative) for the Bayer Group in Southern Africa, as well as Head South & Southern Africa for Bayer CropScience.
From September 2009 to February 2014, Mr. van der Merwe has been the Senior Bayer Representative for the Region Cono Sur comprising of Argentina, Chile, Bolivia, Uruguay and Paraguay, and was based in Argentina. He additionally held responsibility for the Bayer HealthCare business in the region and headed the Finance & Administration functions as well.
During his career in Bayer, Mr. van der Merwe has led workgroups for many businesses such as agro, healthcare and high tech materials. He has successfully executed projects with new markets, corporate mergers and innovative launches.
4.3 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, real estate, fertilizers, biotechnology and information technology.
Dr. Mallya has received several professional awards both in India and overseas. He was conferred a Doctorate of Philosophy (HonorisCausae) 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.
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 co-owner of Sahara Force India Formula 1, which is also India's first-ever Formula One Team and represents India's first, truly global sports foray. In 2008, the United Spirits bid and acquired Royal Challengers Bangalore, an Indian Premier League Cricket team. The Group also owns the country's two premium football teams Kingfisher East Bengal and McDowell MohunBagan. Dr. Mallya is also a breeder and owner of race horses and is a keen sportsman, an ardent aviator and yachtsman of distinction.
As on March 31, 2014 Dr. Mallya is on the Board of the following companies in India:
• Four Seasons Wines Limited, Bangalore
• Kingfisher Airlines Limited
• Kingfisher East Bengal Football Team Private Limited
• Mangalore Chemicals and Fertilizers Limited
• Motor Sports Association of India
• Royal Challengers Sports Private Limited
• Sanofi India Limited
• United Breweries (Holdings) Limited
• United Breweries Limited
• United Racing and Bloodstock Breeders Limited
• United Spirits Limited
• VJM Investments Private Limited
4.4 Mr. Sharad M. Kulkarni
He is Non-Executive Independent Director of Bayer CropScience Limited and holds a Degree in Engineering (B.E.) from University of Pune and is a Fellow of the Institute of Engineers, India. He is 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 more than 40 years. His area of expertise covers Business Development, International Alliance Management, Strategic Planning, Management and Technology Institutions of Learning and Corporate Governance.
As on March 31, 2014 Mr. Kulkarni is on the Board of the following companies in India:
• Camlin Fine Sciences Limited
• Styrolution ABS (India) Ltd.
• Hindustan Construction Co. Ltd.
• KEC International Ltd.
• Navin Fluorine International Ltd.
• HCC Real Estate Ltd.
• JM Financial Trustee Company Pvt. Ltd.
• Lavasa Corporation Ltd.
• Raychem RPG Pvt. Ltd.
• RPG Enterprises Ltd.
• Styrolution India Pvt. Ltd.
4.5 Mr. A.K.R. Nedungadi
Mr. Nedungadi is a Chartered and Cost Accountant. He 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 responsible 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.
As on March 31, 2014 Mr. Nedungadi is on the Board of the following companies in India:
• Kingfisher Airlines Limited
• Sanofi India Limited
• United Breweries Limited
• Idea Streamz Consultants Private Limited
4.6 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 ? 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 leading public limited companies as an Independent Director. Mr. Bhandari has also been 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.
As on March 31, 2014 Mr. Bhandari is on the Board of the following companies in India:
• IndoStar Capital Finance Pvt. Ltd.
• Mirc Electronics Limited
• Kalpataru Power Transmission Ltd.
• DCM Shriram Consolidated Ltd.
• The Ratnakar Bank Limited
• Piramal Glass Limited
• JK Tyre& Industries Limited
• ING Investment Management (India) Private Limited
• Bharat Forge Limited
• IndoStar Asset Advisory Pvt. Ltd.
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, 2014
a) Non-Executive Independent Directors
The Non-Executive Independent Directors are entitled to sitting fees of ? 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.
b) Executive Directors
Mr. Stephan Gerlich, the ex-Vice Chairman & Managing Director and Dr. Thomas Hoffmann, Whole-time Director were paid remuneration during the year ended March 31, 2014 as per their respective agreements with the Company, which has been approved by the Board as well as the members.
Mr. Richard van der Merwe, who was appointed as Vice Chairman & Managing Director with effect from February 1, 2014 was paid remuneration during the year ended March 31, 2014 as approved by the Board subject to the approval of the members at the ensuing Annual General Meeting and the Central Government.
5.2 Service contract, notice period and severance fees
Mr. Richard van der Merwe has been appointed as the Vice Chairman & Managing Director of the Company with effect from February 1, 2014 by the Board of Directors. The employment contract with Mr. van der Merwe is for a period of 5 years, terminable by 6 months' notice on either side. His appointment is subject to approval of the members at the ensuing Annual General Meeting and the Central Government.
Dr. Thomas Hoffmann has been appointed as a Whole-time Director of the Company with effect from April 2, 2013. His employment is contractual for a period of 5 years and is 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 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 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 Thursday, August 29, 2013.
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, 2014. The meetings were held on May 20, 2013, July 30, 2013, October 30, 2013 and January 30, 2014.
No shareholder complaints were received through SEBI, BSE Limited or any other statutory authority during the year ended March 31, 2014.
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.
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 28, 2014
Venue and time : Yashwantrao Chavan Pratishthan Auditorium,
Y. B. Chavan Centre, Near Mantralaya, Gen. J. Bhonsale Marg, Mumbai - 400 021 at 11.30 a.m.
8.2 Dates of Book Closure
The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, August 19, 2014 to Thursday, August 28, 2014 (both days inclusive).
8.3 Proposed Date of Dividend Payment
The dividend of ? 5.50 per Equity Share, as recommended by the Board of Directors, if declared at the ensuing 56th Annual General Meeting to be held on Thursday, August 28, 2014 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 Tuesday, August 19, 2014.
(ii) in respect of shares held in dematerialised form, to the beneficial owners of the shares as at the close of business hours on Monday, August 18, 2014 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, 2014 On or before August 14, 2014
Half year ending September 30, 2014 On or before November 15, 2014
Third quarter ending December 31, 2014 On or before February 15, 2015
Year ending March 31, 2015 On or before May 30, 2015
Annual General Meeting for the fi nancial year ending March 31, 2015 On or before September 30, 2015
8.6 Corporate Identification Number (CIN):
8.7 Registered Office
Olympia, First Floor Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076.
8.8 Corporate Office
Bayer House, Central Avenue Hiranandani Estate Thane (West) - 400 607.
8.9 Listing of Equity Shares on Stock Exchange
Name and Address of Stock Exchange
BSE Limited (BSE)
Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001.
Scrip Code 506285 Scrip IDBAYERISININE462A01022 (NSDL & CDSL)
The Company has paid the annual listing fees.
8.12 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: firstname.lastname@example.org Website: www.tsrdarashaw.com
Contact Person: Ms. Mary George
Investors may also contact the following TSRDPL branch offices / agent:
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: email@example.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: firstname.lastname@example.org
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: email@example.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: firstname.lastname@example.org
b) Agent of TSRDPL
Shah Consultancy Services Limited
3, Sumatinath Complex,2nd Dhal, Pritam Nagar, Ellisbridge,Ahmedabad - 380 006
Telefax: 079-2657 6038 E-mail: email@example.com
8.13 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.
8.16 Pledge of Equity Shares
None of the Equity Shares held by the Promoters and / or Promoter Group as on March 31, 2014 have been pledged or otherwise encumbered.
8.17 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, 2014, 36,123,244 shares constituting 98.65% of the total shares issued by the Company are in dematerialised form.
8.18 Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity
8.19 Plant Location
66/1 to 75/2, G.I.D.C. Industrial Estate, Himatnagar - 383 001, Gujarat.
8.20 Address for correspondence:
Investors can correspond with
1. The Company at the following address :
2. TSRDPL at their following address :
Bayer CropScience Limited
Law, Patents & Compliance Department Bayer House, Central AvenueHiranandani Estate, Thane (West) - 400 607.
Tel. No.: 022 - 2531 1690 Fax No.: 022 - 2545 5063 e-mail: firstname.lastname@example.orgWebsite: www.bayer.in
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 8484Fax No.: 022 - 6656 8494 e-mail: email@example.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: firstname.lastname@example.org
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.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.
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.
For and on behalf of the Board of Directors
Richard van der Merwe
Vice Chairman & Managing Director
Mumbai, May 30, 2014