CORPORATE GOVERNANCE REPORT
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Bayer is a world class innovation driven company with a long tradition in research and development. The group's scientific successes are intended to help improve people's lives. At the same time, our innovations form the basis for sustainable business activity. We are continuously striving towards improving people's quality of life by helping to provide an adequate supply of high quality food, feed and renewable plant based raw materials. Our Bayer Group mission "Bayer: Science For A Better Life" is the foundation of what we at Bayer CropScience Limited (Company) strive to achieve within the agricultural sector.
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. The Board of Directors is responsible for and committed to sound principles of Corporate Governance in the Company. The Board plays a crucial role in overseeing how the management serves the short and long term interest of shareholders and other stakeholders.
As a Company, we are committed to operating sustainably and addressing our social and ethical responsibilities as a corporate citizen. The Company's core values play a central role in our daily work and are intended to guide us in fulfilling our mission. These values are represented by the word LIFE: Leadership, Integrity, Flexibility, Efficiency.
Bayer is the name of a promise. A pledge to meet stakeholder expectations fulfilled, for more than 150 years now, despite challenges. At the core of our achievement lies our people approach. Our business success is largely attributable to the knowledge, skills and commitment of our employees. It is their ability to innovate and their willingness to embrace continuous development that drives our position as a world class innovation company. We actively support lifelong learning as a part of our philosophy of people development. Our aim is to empower all employees to broaden their knowledge and skills and keep up with the latest changes throughout their working lives.
To maximize transparency, we provide regular and timely information on the Company's position and significant changes in the business activities to shareholders, financial analyst, the media and general public. 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 and Corporate Compliance Policy which provides guidelines for ethical conduct by our Directors, officers and employees.
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 work together even more systematically from the very beginning to prevent possible violations of rules and regulations. The site management work closely with local compliance specialists and legal experts in all 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 for the Company focuses on the risk areas such as Antitrust, Anti-Corruption, 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 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
2. BOARD OF DIRECTORS
The Board of Directors, along with its Committees, provides the leadership and guidance to the management and directs and supervises the performance of the Company, thereby enhancing stakeholder value. The Board comprises such number of Non-Executive, Executive and Independent Directors as required under applicable legislation.
As on date of the Report, the Board consists of a total of nine Directors out of which two are Executive Directors, four Non-Executive - Independent Directors, and three Non-Executive Non-independent Directors. None of the Directors of your Company are related to each other. The number of Directorships, Committee Membership/Chairmanship of all Directors is within respective limits prescribed under the Companies Act, 2013 and Listing Agreement. The necessary disclosures regarding Committee positions have been made by all the Directors.
The Board of Directors appointed Dr. (Ms.) Regine Juergens as Non-Executive Non-independent Director on the Board of the Company with effect from February 02, 2015. During the year, Mr. Tobias Marchand ceased to be a member of the Board with effect from closing hours of January 31, 2015.
The four Non-Executive Independent Directors are professionals with expertise and experience in general corporate management, finance, accounting, legal 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.
Our definition of' Independence' of Directors is derived from Clause 49 of the Listing Agreement and Section 149 (6) of the Companies Act, 2013. Annual confirmation and disclosures are received from all the Non-Executive Independent Directors on the Board of the Company. All Non-Executive Independent Directors comply with the requirements of the Listing Agreement applicable to "Independent Director".
3. BOARD PROCEDURE
The Board/Committee meetings are pre-scheduled and a tentative annual calendar of Board and Committee meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meeting. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions by circulation, as permitted by law, which is noted and confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors. 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.
The Company held 5 Board meetings during financial year 2014-15 and the gap between two meetings did not exceed 120 days. The dates on which the Board meetings were held are May 30, 2014, July 24, 2014, September 17, 2014, November 11, 2014 and February 02, 2015.
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 and Annual business performance of 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.
Separate Meeting of Independent Directors
A separate meeting of Non-Executive Independent Directors of the Company, without the attendance of Executive and Non-independent Directors and the members of management was held on March 16, 2015, and inter alia, the following points were discussed:
• The performance of Non-independent Directors and the Board as a whole.
• The performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors.
• The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
Mr. Vimal Bhandari, Mr. Sharad M. Kulkarni and Mr. A. K. R. Nedungadi attended the meeting of Independent Directors, Mr. Bhandari chaired the Meeting.
4 Board of Director Evaluation and Criteria for evaluation
The Nomination and Remuneration Committee of the Company approved a Performance Evaluation Policy (Policy) during the year, which was adopted by the Board of Directors. The said policy provides for evaluation of the Board, the Committee of the Board and the Individual Directors, including Chairman of the Board. The criteria for Board Evaluation includes the experience and qualification possessed by the Directors, their relevant expertise that will be of assistance to the management in operating the Company's business, integrity, accountability and judgment of the Directors, to bring in objectivity in the Board proceedings. The policy also sets independence standards for the Independent Directors to follow and adhere to. It also provides for the procedure for evaluation of the Independent Directors and the Board as a whole.
During the year, the first evaluation cycle was completed by the Company internally which included the evaluation of the Non-independent Directors and the Chairperson based on their performance, attendance in the Board and Committee meeting and their level of participation in the Board proceedings.
Familiarization Programme for Non-Executive Independent Directors
As per the provisions of the Listing Agreement with the BSE Limited (BSE), the Company has put in place a familiarization programme for its Non-Executive Independent Directors. This programme aims to provide insights into the Company to enable the Independent Directors in understanding the Company's business in detail and which also facilitates their active participation in the Board matters. The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc., through various programmes. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and explanation either at the meeting of the Board or otherwise. Upon appointment, the Independent Directors also receive a Letter of Appointment setting out in detail, the terms of appointment, duties and responsibilities. The Familiarization programme for Independent Directors is uploaded on the Company's website under the Corporate Governance section.
4. COMMITTEES OF THE BOARD
The Company's Audit Committee comprises of all four Non-Executive Directors, of which three are Non-Executive Independent Directors and one is a Non-Executive Non-independent Director. The Audit Committee is headed by Mr. Sharad M. Kulkarni and Mr. A.K.R. Nedungadi, Mr. Vimal Bhandari, Mr. Peter Mueller are its members. Mr. Mueller was appointed as a member of the Committee with effect from September 17, 2014 and Mr. Tobias Marchand ceased to be the member of the Committee with effect from January 31, 2015. All the members of the Committee have relevant experience in financial matters.
The Audit Committee met 4 times during the financial year ended March 31, 2015. The meetings were held on May 30, 2014, July 18, 2014, November 11, 2014 and February 02, 2015. Necessary quorum was present at the meeting.
The meetings of Audit Committee are also attended by the Vice Chairman & Managing Director and Chief Executive Officer, Chief Financial Officer, Statutory Auditors and Internal Auditors as special invitees. The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee are placed and confirmed in the next meeting of the Board. 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:
The terms of reference of Audit Committee, inter alia are as follows:
1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013
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
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. 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;
16. 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;
17. 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;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Chairman of the Audit Committee, Mr. Sharad M. Kulkarni, was present at the Annual General Meeting of the Company held on Thursday, August 28, 2014.
Stakeholders Relationship Committee:
In terms of Section 178(5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Shareholder's/Investor Grievance Committee was renamed as Stakeholders Relationship Committee with effect from May 30, 2014. Following are the terms of reference of the Stakeholders Relationship Committee:
• To consider and effectively redress the shareholders and investor complaints including complaints related to transfer of shares, non-receipt of Annual Reports, non-receipt of declared dividends.
The Stakeholders Relationship Committee is comprised of Mr. A.K.R. Nedungadi, a Non - Executive Independent Director as the Chairman and Mr. Sharad M. Kulkarni, Non - Executive Independent Director, Mr. Richard van der Merwe and Dr. Thomas Hoffmann as the members of the Committee.
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, splitand consolidation, etc.
Nomination and Remuneration Committee
In compliance with Section 178 of theCompanies Act, 2013, the Board has renamed the existing Remuneration Committee as Nomination and Remuneration Committee with effect from May 21, 2014. The Committee comprises of all four Non-Executive Directors, of which three are Non-Executive Independent Directors. The Nomination and Remuneration Committee comprises of Mr. Vimal Bhandari as the Chairman and Mr. A.K.R. Nedungadi, Mr. Sharad M. Kulkarni and Mr. Peter Mueller as members of the Committee.
The terms of reference of the Nomination and Remuneration Committee are as follows:
• To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees.
• To formulate criteria for evaluation of Independent Directors and the Board.
• To devise a policy on Board diversity.
• To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
• To consider, adopt and adhere to the Nomination and Remuneration Policy.
The Committee met four times during the financial year ended March 31, 2015. The meetings were held on May 30, 2014, July 24, 2014, February 02, 2015 and March 16, 2015.
Corporate Social Responsibility Committee:
As required under Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee which comprises of Mr. Richard van der Merwe as the Chairman and Mr. Vimal Bhandari - Non Executive Independent Director, Dr. Thomas Hoffmann as members of the Committee.
The role of the Corporate Social Responsibility Committee is as follows:
• formulating and recommending to the Board, Corporate Social Responsibility policy and the activities to be undertaken by the Company
• recommending the amount of expenditure to be incurred on the activities undertaken
• reviewing the performance of the Company in the area of Corporate Social Responsibility
• monitoring Corporate Social Responsibility Policy of the Company.
During the financial year ended March 31,2015,the Committee metonce on March 16, 2015.
5. REMUNERATION OF DIRECTORS
Details of Remuneration paid to Non-Executive Independent Directors and Executive Directors during the financial year ended March 31, 2015
a) Non-Executive Independent Directors
During the year under review, the sitting fees payable to each Non-Executive Independent Director was increased from Rs. 0.02 Millions for each Board, Nomination and Remuneration Committee and Audit Committee meetings attended to Rs. 0.06 Millions for each Board Meeting and Rs. 0.05 Millions for each Nomination and Remuneration Committee and Audit Committee meetings. With effect from April 01, 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) Service contract, notice period and severance fees
Mr. Richard van der Merwe has been appointed as the Vice Chairman & Managing Director and CEO of the Company with effect from February 01, 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.
Dr. Thomas Hoffmann has been appointed as a Whole-time Director of the Company with effect from April 02, 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.
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.
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. Your Company has formulated a 'Policy for Prevention of Sexual Harassment' at workplace, in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder. The policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
Code of Conduct for Directors
In compliance with the requirements of Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for Directors, including Non-Executive Directors and Senior Management of the Company. All Board members and Senior Management personnel have affirmed compliance with the applicable Code of Conduct. A certificate from Mr. Richard van der Merwe, Vice Chairman & Managing Director and CEO to this effect, is attached to this report.
The policies as well as codes are posted on the website of the Company.
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.
Code of Conduct & Code of Fair Disclosures - For Prevention on Insider Trading
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, the Company has adopted the new Code of Conduct and Code of Fair Disclosures - For Prevention of Insider Trading (Code) with effect from May 15, 2015. The Code is an important governance code to prevent any insider trading activity by dealing in shares of the Company. The Code restricts the Directors, designated persons and any insider to deal in the securities of the Company on the basis of any unpublished price sensitive information, available to them by virtue of their position in the Company.
The Objective of the Code is to protect the interest of the shareholders and to prevent the misuse of any unpublished price sensitive information and to prevent any insider trading activity. The Code is available on the website of the Company under the Corporate Governance section.
7. COMPLIANCE OFFICER
Mr. Rajiv Wani, Vice President - Law, Patents & Compliance & Company Secretary, is the Compliance Officer of the Company.
8. GENERAL SHAREHOLDER INFORMATION Annual General Meeting
Date of AGM : Tuesday,September 15,2015
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.
Dates of Book Closure
The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 05, 2015 to Tuesday, September 15, 2015 (both days inclusive).
Proposed Date of Dividend Payment
The final dividend of Rs. 17.00 per Equity Share, as recommended by the Board of Directors, if declared at the ensuing 57th Annual General Meeting to be held on Tuesday, September 15, 2015 will be paid on or after Friday, September 18, 2015:
(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, September 04, 2015.
(ii) in respect of shares held in dematerialised form, to the beneficial owners of theshares as at the close of business hours on Friday, September 04, 2015 as per details to be furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The financial calendar of the Company is from April 01 to March 31. Board Meetings for Quarterly Results
(Tentative and subject to change)
First Quarter Results :On or before August 14, 2015
Second Quarter and Half yearly results :On or before November 15, 2015
Third Quarter Results :On or before February 14, 2016
Fourth Quarter and Annual Results :On or before May 30, 2016
Corporate Identification Number (CIN):
Bayer House, Central Avenue Hiranandani Estate Thane (West) - 400 607
*During the year under review the Registered Office of theCompany was changed from "Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076" to "Bayer House, Central Avenue, Hiranandani Estate, Thane (West) - 400 607" with effect from January 01, 2015.
Listing of Equity Shares on Stock Exchange
Name and Address of Stock Exchange
Phiroz Jeejeebhoy Towers Dalai Street, Mumbai-400 001.
Scrip Code 506285 Scrip ID BAYERCROP
SIN INE462A01022 (NSDL & CDSL)
The Company has paid the annual listing fees.
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 8484Fax No.: 022-6656 8494
e-mail: email@example.com Website: www.tsrdarashaw.com
Contact Person: Ms. Mary George
Investors may also contact the following TSRDL branch offices / agent:
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: firstname.lastname@example.org
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: email@example.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: firstname.lastname@example.org
4. TSR DARASHAW 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: email@example.com
b) Agent of TSRDL
Shah Consultancy Services Limited
3, Sumatinath Complex, 2nd Dhal, Pritam Nagar, Ellisbridge,Ahmedabad-380 006
Telefax: 079-2657 6038 E-mail: firstname.lastname@example.org
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 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 on weekly basis.
Pledge of Equity Shares
None of the Equity Shares held by the Promoters and / or Promoter Group as on March 31, 2015 have been pledged or otherwise encumbered.
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 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, 2015 - 36,147,063 shares constituting 98.71% of the total shares issued by the Company are in dematerialised form.
Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity
66/1 to 75/2, G.I.D.C. Industrial Estate, Himatnagar383 001, Gujarat
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 Estate, Thane (West) - 400607.
Tel. No.: 91 22 2531 1234 Fax No.:91 22 2545 5063 e-mail: email@example.com Website: www.bayer.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 FaxNo.: 91 22 6656 8494
e-mail: firstname.lastname@example.org 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:
8. OTHER DISCLOSURES
Special resolution passed in the previous 3 Annual General Meetings
Re-appointment of Dr. Thomas Hoffmann as a Director and also the Whole-time Director of the Company with effect from April 2, 2013. Passed unanimously at the AGM held on August 29,2013.
During the year under review, a Special Resolution under Section 12 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 seeking approval for shifting of Registered Office of the Company from "Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai -400 076" to "Bayer House, Central Avenue, Hiranandani Estate, Thane (West)-400 607" with effect from January 1, 2015 was passed by a postal ballot. The Postal Ballot was conducted pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of theCompanies (Management and Administration) Rules, 2014 as set out in the Notice dated November 11, 2014. The Board had appointed Mr. N. L. Bhatia, Practising Company Secretary, as the scrutinizer to conduct the Postal Ballot process.
Related Party Disclosures
The Company has not entered into any materially significant related party transactions with its Promoters, Directors, or Management, their subsidiaries or relatives, etc that may have potential conflict with the interests of theCompany at large. All material transactions entered into with the related parties as defined under the Companies Act, 2013 and Clause 49 of theListing Agreement during the financial year were in the ordinary course of business and at arm's length. Transactions with related parties as per the requirements of Accounting Standards 18 are disclosed in the Notes to Financial Statements.
The Board has approved the policy for Related Party Transactions which has been uploaded on the website of theCompany. All transactions with the related parties are as per the Board approved policy and are in the ordinary course of business and are at arm's length.
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.
Means of communication
Financial Results: The quarterly, half-yearly and annual results of the Company are sent to BSE immediately after these are approved by the Board. The results are also published in widely circulated newspapers, viz. The Financial Express and the Loksatta.
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, Code of Conduct & Code of fair Disclosures - For prevention of insider trading 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. Office of the Chairman
Your Company maintains the office of the Chairman at Ewart House, 1st Floor, 22, Homi Mody Road, Mumbai - 400 023.
For and on behalf of the Board of Directors
Dr. Vijay Mallya