Bayer CropScience Limited 2021-22 - Web Upload (17 MB) - India

Bayer CropScience Limited
64th Annual Report

2021-22
Science for a better life

On the Annual Report cover:
Bayer is at the forefront of leading positive change in the areas of digitization, collectivization and
sustainability in agriculture. Aligned with the nation’s vision, the Company is focused on scaling up
and introducing new interventions, with a gender-smart approach, to benefit millions of smallholders,
promote women in agriculture and make Indian agriculture globally competitive.
To view the Annual Report online,

please visit: https://www.bayer.in/en/
investors/annual-reports
64th Annual Report
2021-22
Contents
Corporate Overview
02 The Future of Farming: Revolutionizing Indian
Agriculture with Drones
04 Working together to create a bigger impact!
06 DirectAcres for sustainable rice cultivation
08 Dekalb 9208: A Golden Launch
09 Vayego: A Symbol of Victory
10 Maximising Human Potential
12 Chairman’s Message
13 MD & CEO’s Message
14 Board of Directors
18 Corporate Information
Statutory Reports
19 Notice
35 Directors’ Report
60 Corporate Governance Report
85 Business Responsibility Report
108 Management Discussion & Analysis Report
Financial Statements
118 Independent Auditor’s Report
130 Balance Sheet
131 Statement of Profit & Loss
132 Statement of Changes in Equity
133 Statement of Cash Flow
135 Notes to the Financial Statements
185 Facts
Annual Report 2021-22
The Future of Farming:

Revolutionizing Indian
Agriculture with Drones
As of 2021, India stands 71st of
113 major countries in terms of the
Food Security Index. With growing
consumer demand, diminishing
resources, labor shortage and
disrupted life sciences and
food system value chains, the
agriculture sector is at a critical
juncture. The industry is tasked
with the responsibility to reconcile
key issues in order to make strides
toward farm productivity, food
security and sustainability.
Fortunately, modern technology

offers a multitude of potential
solutions to alleviate some of the
burdens faced by growers from
labor shortages and low farm
productivity to limited access
to the know-how to mechanize
agricultural processes, or to credit
facilities and new technologies and
thereby facilitate positive change.
By augmenting investments in
technological innovations and
digital farming applications,
food production capabilities
can be enhanced. This, in turn,
will increase agri productivity,
leading to increased crop yields
and sustainable incomes for
farmers while transforming
Indian agriculture and making it
globally competitive.
To this end, Bayer has been working

closely with the Government of
India, Ministry of Agriculture and
Ministry of Civil Aviation, industry
bodies, regulators, policymakers
and drone manufacturers over
the last few years to introduce
a conducive policy framework
for the implementation of drone
02
Corporate Overview Statutory Reports Financial Statements
technology in Indian agriculture. states of Punjab, Haryana, Madhya With these initiatives, Bayer moves
As a result of these endeavours, Pradesh, Odisha, Maharashtra, a step closer to its digitization and
in 2021, Bayer became the first Andhra Pradesh and Karnataka. sustainability goals to support
agrochemical company to obtain This move will also benefit smallholder farmers. The Company
approval to conduct drone-based Farmer Producer Organizations remains fully committed to
spraying trials at 10 R&D locations (FPOs) and progressive farmers continuing its effort to advance
across the country. and provide opportunities to such technologies to help shape
entrepreneurs interested in the future of farming in ways that
Equipped with global insights and utilizing drone services for their benefit growers, consumers and
active collaboration with Indian enterprises. Bayer will support our planet.
academia and research institutions, such entrepreneurs by facilitating
Bayer has been supporting India’s technology access, training on
smallholders to drive significant technology, crop and product
value from these technological know-how, business support and
solutions. This aligns with the operational training.
Company’s broader commitment to
spurring food security. Specifically, Based on the initial achievements
the organizational aim is to support of drones, its benefits have the
100 Million smallholder farmers in potential to cascade across
low and middle income countries different areas of farming, with
by 2030 in producing enough food growers able to potentially explore
to feed themselves and others and its application capabilities in aiding
enhance their incomes. multiple crops and integrated
with imaging capabilities will
With the recent encouraging also develop digital end-to-end
developments, Bayer has secured solutions for smallholders.
the first drone application labels
in rice crop for two of its flagship As more growers understand
brands Nativo & Vayego in India. and become comfortable using
The recent interim approval given this technology, drones have the
by the Ministry of Agriculture for potential to enable sustainability
agrochemical usage through in various ways, with productivity
drones has also created an and sustainability co-existing as a
encouraging environment for the result of advancing science-driven
industry. All stakeholders related innovations. The precise, focused
to the segment are eagerly looking technique of drones ensures water
forward to the swift adoption of use efficiency, operator safety, farm
drone technology. With first labels operation efficiency and addresses
in hand and interim approvals in labor issues. Moreover, drone
place, Bayer is eyeing to commence usage in fields is potentially a critical
the commercial usage of drone step in reversing the significant
spraying services from Kharif 2022 impact of climate change on land
for smallholders in key states. degradation. It can transform the
The commencement of services vital sector, so an era of precision
will benefit farmers across the agriculture can take flight.
03
Working together to create

a bigger impact!
Doubling farmers’ income by 2022

is a national priority, however,
a multitude of factors such as
access to inputs and credit,
adverse seasonal conditions, lack
of credible agronomy advisory
and poor market linkages
continue to create hindrances
in reaching this critical target.
Aggregation and consolidation
through Farmer Producer
Organizations (FPOs) will be
a critical factor in creating new
growth paradigms for smallholder
farmers.
FPOs have been recognized as

a very effective and appropriate
model that seeks to improve
a farmer’s own economic and
social situation and that of their
communities. A vibrant and
strong network of FPOs not only
helps to enhance farmers’ income
but also supports the ‘ease of
doing business’ for the companies
working in the agriculture value
chain by providing a platform to
reach out to a large smallholder
farmers base and enhance farm
produce productivity.
To further strengthen grower

collectivization drive and support
farmer collectives to evolve them
into a profitable and self-reliant
business entity, Bayer is currently
collaborating with 1,000+ FPOs
across India and intends to take
the lead in capacity building
to empower and support
Najia Hilal, of the Sahayaka Women Producer Company Ltd.
millions of smallholder farmers.
04
From upskilling farmers to training use around 20 kg of seeds and

them in alternative and sustainable yield not more than 15 quintals
farming techniques, advancing of produce. Now with Bayer’s
digitization and improving market high-quality seeds, we can reap a
linkages to eliminate middlemen, yield of over 20 quintals of produce
Bayer is empowering smallholder by just sowing 6 kg of seed.
farmers to improve their income This means we are investing less and
and help strengthen agriculture profiting more.”
in India. Further, special support
and training for women-led FPOs Bayer’s ‘Grower Collectives
and Farmer Producer Companies Capacity Building Initiative’, along
(FPCs) to support women farmers with value chain partners intends
is also integrated into mainstream to support many such Najia Hilals
commercial farming operations by boosting farming revenue
at Bayer. aggregation by aiding FPOs across
rural India.
Najia Hilal runs one such FPO
called the Sahayaka Women
Producer Company Ltd. Source: The Better India - https://
registered in 2016. It has doubled www.facebook.com/thebetterindia/
its earnings, by empowering a total posts/10159864370789594
of 3,944 member women farmers
cultivating over 4,000 acres of
agricultural land. From ` 82 lakh
turnover in 2019-20 to ` 1.5 Crore
in 2020-21, they have experienced
substantial growth in their profits
through the support of Bayer.
“Although we had a lot of

experience in agriculture, we still
were not able to reap the profits we
deserved. We didn’t know much
about the market rate or even the
difference between bad and good
quality seeds. But things changed
after I joined the FPO supported by
Bayer,” says Najia.
To explain the impact she adds,

“For instance, earlier to cultivate
on an acre of land we would
05
DirectAcres for
sustainable rice cultivation
India grows rice on around 44

Million hectares with transplanting
being the predominant cultivation
practice. Methane emissions from
rice, where the land remains in
foot-high standing water throughout
the season are the highest
from cropland and the second
highest source in agriculture,
surpassed only by emissions
from enteric fermentation in
livestock. The amount of methane
emitted from the rice is strongly
linked to the practices (flooding
and fertilizing) applied by the
rice farmers. This needs to be
addressed quickly to safeguard
smallholder farmers’ livelihood by
keeping it economically viable &
environmentally acceptable with a
sustainable crop system.
Directly Seeded Rice (DSR) has

been an alternative viable option for
the last many years predominantly
in upland areas in rainfed conditions.
Farmer’s endeavors with DSR in
irrigated Puddled Transplanted
Rice (PTR)-dominated areas
remained limited over the years
due to available germplasm fitment
issues, yield penalties, weed
menace, nutrient deficiencies
coupled with poor know-how.
The COVID-19 outbreak triggered
labor shortage and forced
06
farmers to opt for DSR in the South Asia (CSISA) to scale

Northern part of India, which up DSR in Eastern Uttar
has been significantly supported Pradesh, Bihar and Odisha.
by agronomic solutions from All farmers participating in
State agriculture universities, Bayer’s DirectAcres program
mechanization (availability and have an option to participate
affordability) from state governments in the Bayer Carbon Project
and incentives to change the and earn additional revenues
cultivation practice. from the program by trading
carbon credits.
The transition is not easy and
needs cross-industry support to
make farmers successful without
compromising on ROI. Bayer piloted
the DirectAcres project in 250
acres in Punjab & Haryana last
year and scaled it up to 3,000
acres in 2022. The key objective
of DirectAcres is to make DSR
smallholder farmers successful
in the first attempt through a
seamless agronomic advisory
linked with a defined component
of inputs (High yielding seeds
+ Weed management program)
as part of the package. Bayer is
working hand-in-hand with farmers
to ensure uniform, weed-free crop
stand in the first 45 days and
beyond to ensure PTR equivalent
returns on investment. Bayer is
also collaborating with International
Rice Research Institute (IRRI) and
The International Maize and Wheat
Improvement Center’s (CIMMYT),
Cereal Systems Initiative for
07
Dekalb 9208: A Golden Launch
Corn is India’s third-largest cereal As of today, Bayer currently decisions. It is best suited for
crop (after rice and wheat), with markets ~25 DEKALB® hybrids planting from January to March and
cultivation across ~9 Million in India, all of which have been will help corn farmers achieve high
hectares. Besides being a staple bred and developed specifically returns even in difficult weather
food crop, corn is used as animal to suit India’s diverse agronomic conditions.
feed & biofuel and finds use in and climatic conditions. DKC 9208
a wide range of industrial food in particular provides better plant Corn is a key crop for Bayer and
products. This makes corn an strength compared to other hybrids it remains committed to supporting
emerging cereal crop of significant and delivers uniform, long corn corn farmers with innovative seed
importance for India’s national cobs and shiny grains with strong and crop protection products
food security. Currently, corn yield stability and higher yield along with integrated crop
production in India stands at 27-28 potential. This new corn hybrid is solutions to help them achieve
Million tonnes, with an average suited to multiple soil types and a higher productivity and profitability
productivity of 3.1 tonnes per wider sowing window and provides per acre.
hectare, compared to global farmers flexibility in their planting
averages of ~5.8 tonnes per
hectare. Partner testimonial
Bayer CropScience Limited launched “I have been sowing DEKALB Hybrids in

DKC 9208, a high-yielding hybrid my fields since 2010 and am very much
spring season corn seed for satisfied with the overall performance.
progressive corn farmers in Punjab, DEKALB 9208 is another hybrid launched
Haryana and Uttar Pradesh. It is in the series by Bayer in 2022 and is
Bayer’s latest product offering from performing excellently in the Spring Corn
its DEKALB® brand portfolio of segment. I am looking forward to a bumper
high-yielding hybrid corn seeds yield from DKC 9208 in the current season
that enjoys immense trust from in spite of the harsh weather conditions.
Indian farmers. DKC 9208 with It gives me immense pleasure that Bayer
is relentlessly working towards enhancing
its high yield potential, wider
farmers’ income by providing good quality
adaptability and strong plant type seeds, well suited to climate change and
has empowered progressive corn expecting the same in near future.”
farmers of Punjab, Haryana and
Uttar Pradesh to boost their corn - Harvinder Singh, Shahazadpur Village,
Kurukshetra, Haryana
yields and improve the state’s
contribution to India’s national corn
output. Farmers in these states are
already leading the way in terms of “I have grown DKC 9208 during Spring as part
corn production and the adoption of the initial demonstration and also planted it
of new technologies. With DKC in Spring 2022. I harvested 3-4 q/acre more
9208, farmers were able to achieve as compared to DKC9108. Cob length is
more and grain color is attractive. This year, I
higher yields of superior quality
have planted 20 acres of land with DKC 9208.
corn, this spring season. We are planning to plant this hybrid in Silage.”
- Jaswinder Singh Sangha, Jalandhar, Punjab
08
Vayego: A Symbol of Victory
In India, 58% of the population Bayer with its strong focus on Bayer. It is registered in India for
is dependent on agriculture for research and development has Paddy stem borer and Leaf folder,
their livelihood. Indian farmers always strived to offer solutions and in Soybean for Spodoptera,
struggle with various biotic and that help farmers address their Semilooper, and Gridle beetle at a
abiotic challenges for getting needs. The launch of Vayego in dosage of 100-120ml/acre. It offers
optimum yield & income. January 2022 is one such example higher and stronger protection with
Insect damage is one of the key of how Bayer understood the its distinctive feature of fast feeding
deterrents to improving farmers’ needs of the farmers in combating cessation and high systematicity.
income. Farmers spend more the menace associated with
than ` 500 Crore on chewing pest chewing pests. It successfully Growers are already using Vayego
management. With an increasing controls principally Lepidoptera in over 3 lakh acres of land, which
number of chewing pests breeds and Coleoptera and is found to be is a testament to its effectiveness
along with their added enhanced effective on some Diptera pests and success in a very short span
tolerance to a host of insecticides also. Vayego® can be applied by of time. Farmers who have used
and ever-increasing labor costs, foliar spray. Tetraniliprole 20%, Vayego have expressed that
farmers have been finding it difficult its key active component, was Vayego is The Symbol of Victory
to manage the pest effectively. discovered and developed by over pests.
“In Rabi season, I used Vayego at 20DAT.

It has helped me gain good control over
stemborer and given a good and healthy
crop growth.”
- Yepuganti Chenakesavarao, Unagatla
Village, West Godavari, Karnataka
09
Maximising Human Potential
A career at Bayer is enriched

with learnings, professional
challenges and diverse roles &
responsibilities. We offer a broad
range of opportunities across the
entire organization to fulfill one’s
professional aspirations and fully
leverage their potential.
We leverage the talent that

everybody brings to Bayer and take
advantage of the richness of ideas,
backgrounds, and perspectives of
all of our employees.
Fundamentally, our LIFE values

(Leadership, Integrity, Flexibility
and Efficiency) serve as guiding
paths and a reference for desired
behavior.
In today’s age and in the new

normal, career growth will be
characterized by learning and the
organization has also launched
a portal that brings a variety of
learning tools at the fingertips of
employees. Employees can now
decide on a topic and learn more
about it through concepts, videos,
2-minute reads, etc. and all of this
as per their timeline. The Company
has also launched a global
mentoring tool where employees
can nominate themselves as
mentors and mentees and build
their perspectives by leveraging the
strength of this global multi-cultural
network.
10
In our constant endeavour to education complemented with

build on people’s capabilities, two on-job practical training and life
blended learning programs were skills, thereby enabling them to
also launched for the commercial be confidently industry ready
teams. These two programs, for a career in Life Science
ACE and STEP UP had virtual industry and pave the way for
masterclasses and the learning enhanced women inclusion and
was continued on an app. participation in the workforce.
Providing bit-sized learning content Bayer launched this program in
through an app, ensured that the 2018 and has run 3 batches so
sales colleagues are engaged with far. Through this program, we
the learning throughout the course have inducted 32 women into our
duration and also had the flexibility workforce. Bayer has engaged
to learn any place, any time. with several agriculture universities
to encourage and attract women
The Company continues to grow its to unconventional role in Sales
internal talent through its internal functions.
job board that advertises job roles,
right up to the Management level, As we move towards fulfilling
via a globally accessible platform our vision of Health for all,
across the Group, to facilitate hunger for none, talent focus
internal movement within and becomes a business imperative.
outside of the country. How we attract, grow and develop
our employees will define the
The Company continues to focus power of our journey!
on female talent and amongst the
new hires, we have hired almost
28% women. We stand committed
to increasing the representation of
women in workforce. Samavesh was
conceived to empower women by
facilitating their inclusion into the
Life Science industry specifically
the frontline Sales workforce. It is a
fully sponsored 3 months initiation
into the commercial aspects of
the industry weaved through a
post-graduate certificate program
in Life Sciences. The objective is to
provide women with management
11
Chairman’s Message
For Bayer, it was ultimately a successful

year. We achieved our operational
objectives and pushed ahead diligently
our efficiency, scale-up of alternate
business models and new product
launches.
Dear Shareholders,
I am pleased to present to you the 64th Annual Report growth in Q4 and enabled us to post strong growth
for Bayer CropScience Limited. The report looks back of 11% in Revenue from Operations. To strengthen
on the Financial Year 2021-22, a year characterized by competitiveness, your Company continued to optimize
significant digital transformations, social developments its business portfolio with the divestment of the seed
and adverse climatic conditions. distribution business viz. mustard, cotton, millet and
sorghum seeds, which resulted in an exceptional
We saw the Indian Government emphasize the need income of ` 585 Million from the sales.
for strong digital transformation in agriculture and a
growing passion around the world for sustainability,
For our shareholders, we had declared a Special
driven in part by an increase in extreme weather
Dividend of ` 125 per Equity Share of ` 10 each
conditions such as unseasonal rains, droughts
amounting to ` 5,618 Million as recommended by the
and floods.
Board of Directors on November 30, 2021. Further, the
For Bayer, it was ultimately a successful year. Board of Directors has recommended a final dividend
We achieved our operational objectives and pushed payment of ` 25/- per equity share of ` 10/- each for
ahead diligently with our efficiency, scale-up of the financial year ended March 31, 2022, which is
alternate business models and new product launches. subject to shareholders’ approval.
We also continued to receive recognitions from key
stakeholders and customers in 2021-22, a testimony As we look ahead, on behalf of the Board of Directors, I
of our accomplishments. We achieved several take this opportunity to express my sincere appreciation
milestones that will aid sustainable growth in the to our Shareholders, Banks & Financial Institutions,
future. These include the rollout of customer centricity Employees, Distributors and Farmers for their support
and digitalization initiatives. Your Company adopted and trust. I seek your continued support to grow and
digital technologies, such as drones, which is a step progress our Company to even greater heights.
forward in our efforts to provide a strong impetus to
farmers’ prosperity sustainably. Best wishes,
In 2021-22, new product launches and overall strong Pankaj Patel
crop sentiments were key drivers for our sales Chairman & Non-Executive Independent Director
12
MD & CEO’s Message

Entrepreneur-led last-mile farmer connect models
will accelerate this transformation with digital connect
being a key enabler across the entire chain. At the
organizational level, we are already working with more
than 1,500 FPOs and have over 75 food value chain
partnerships in place delivering value to nearly 500,000
smallholders across the country.
All these models will also help deliver on our

sustainability goals of improving water efficiency, soil
health and reduction of environmental emissions at
scale which is mission-critical in the context of climate
change. We are positive that our DirectAcres and
Sustainable Rice projects piloted across states will
be able to gain significant ground towards introducing
Dear Shareholders, sustainable practices in agriculture.
I hope each one of you is doing well and staying safe! I firmly believe we are moving to a decade that will see
significant growth in Indian agriculture. Having said
The agriculture sector today is as challenging and
that, it’s important to factor in the dynamics of the world
as full of possibilities, as it can be. To a large extent,
around us. While we are still recovering from the major
the positive momentum is gaining ground because
impact of COVID-19 globally, the global supply chains
of a strong impetus from the Government to create
continue to be stressed and the current war waging
a conducive Agri policy environment to help improve
in Europe has compounded the issue. A number of
smallholder farmers’ income.
import-dependent countries around the world are likely
to face significant challenges to food security.
Even the recent regulatory guidelines on gene editing
and deregulation of drones in agriculture are positive
For us, in India, we need to manage through these
steps forward that will advance the digitization and
emerging challenges, especially for input availability
mechanization of Indian agriculture. You are already
and the impact on globally connected supply chains
aware of our efforts in advancing drone applications
for the crop protection industry.
in India and making them accessible to smallholder
growers. We are pleased to share with you that, we will Added to this is the challenge of inflation despite the
be rolling out our drone commercial operations from strong efforts of the government to keep it in check.
the Kharif season of 2022 across key states in India. As an industry, we will have to weather this storm with
prudence to meet the cultivation needs of millions
Another critical trend that is starting is the emergence,
of smallholders of India and the food security of the
especially in horticulture, of a more connected supply
country. Which I am sure we will, especially after
chain linked to city clusters and for Agri exports, which
successfully overcoming the enormous challenges of
could also see the need for produce certification.
COVID-19 over the last 2 years.
All these trends directly lead to the opportunity for
However, we have reasons to rejoice, we did deliver a
establishing crop-focused value chains that are able
great result despite the ongoing challenges and your
to address the major pain points of smallholders of
support and trust in us went a long way in ensuring we
accessing good quality inputs, agronomy knowledge
deliver sustainable performance year-on-year.
and labor shortage, driving mechanization with a
strong linkage to produce markets. Best wishes,
Hence, a major push towards collectivization through D Narain
Farmer Producer Organizations (FPOs) and Agri Vice Chairman & Managing Director and CEO
13
Board of Directors
Mr. Pankaj Patel is the Chairman of the Company since September 2016.
He combines both research and techno-commercial expertise. Mr. Patel
is the Chairman of Zydus Lifesciences Ltd., a discovery-driven, global
Lifesciences company with operations in 55 countries worldwide. He is
also the Chairman of IIM Udaipur and a Member of the Board of Governors
of IIM Ahmedabad, Invest India, IIFT and other educational institutes and
universities. He is the Vice President and Trustee of the Gujarat Cancer
Society and Chairman of the Gujarat Cancer and Research Institute.
Mr. Patel is also a Member of the Governing Board of India Pharmacopoeia

Commission (IPC), Ministry of Health & Family Welfare, Government
Mr. Pankaj Patel of India. He is also a Member of the CEO Advisory Committee of the
(DIN: 00131852) International Generics and Biosimilars Association (IGBA). Mr. Patel
has also served as the President of the Federation of Indian Chamber of
Chairman & Non-Executive Commerce & Industry (FICCI). He also officiates as the Chairman of the
Independent Director Deaf and Mute School, Ahmedabad. He is also a Director and Chairman
of the Board of Zydus Foundation which set up Zydus Medical College and
Hospital, Dahod.
In recognition of his contributions to the healthcare industry in India,

Mr. Pankaj Patel has been conferred with several awards, including the
Acharya PC Ray Memorial Gold Medal Award, the Eminent Pharmacist
Award, and the CNBC India Innovator Award. For his entrepreneurial
vision, Mr. Patel has also been awarded the Ernst & Young Entrepreneur
of the Year Award in the Life Sciences category.
D Narain (D) is President, South Asia, and Global Head of Smallholder

Farming for Bayer. As President for South Asia, D oversees Bayer’s
Life Science business operations across India, Bangladesh, Sri Lanka,
and Pakistan, and as Global Head of Smallholder Farming, he leads
the efforts focused on providing holistic and innovative solutions for
farmers in developing economies to enable them to grow their farms into
sustainable businesses.
His career spans 30+ years in the agriculture industry. He worked with
ITC’s Agribusiness unit in its early years of inception in India. In 1998,
he joined Monsanto as the Chief Financial Officer for the India Region
Mr. Duraiswami Narain and went on to hold various global roles across Asia, Europe, and the
(DIN: 03310642) Americas. From 2015 to 2018, he worked as Vice President & Treasurer
at Monsanto’s global headquarters in St. Louis, USA. He is a Chartered
Vice Chairman & Managing Accountant and an MBA from the Kellogg School of Management, USA.
Director and CEO
14
Ms. Ketaki Bhagwati is an independent financial services consultant.
Ms. Bhagwati has been a former Chief Investment Officer in the Financial
Institutions Group at the International Finance Corporation (IFC), the
private sector financing arm of the World Bank Group, for 25 years, working
in private equity, M&A, debt & structured finance and distressed asset
workouts across sectors in several regions including Asia, the Middle East
& Africa. Prior to IFC, she worked at the Credit Rating Information Services
of India (CRISIL) in Mumbai.
She is a Bachelor of Arts from Wellesley College (USA) and a Master of

Ms. Ketaki Bhagwati Public Administration from Harvard University’s John F. Kennedy School of
Government. She is currently a member of the Wellesley College Business
(DIN: 07367868)
Leadership Council and Golden Seeds, an early stage investment firm
Non-Executive Independent with a focus on women leaders.
Director
Mr. Sekhar Natarajan has contributed significantly towards the growth

of the agriculture sector and farmers. With a career spanning over three
decades, he led and built Monsanto India as an organization that was a
growth leader and innovator in Indian Agriculture. Prior to his role as the
Chairman of Monsanto India Limited, he was the India Region Lead, South
Asia Business Lead, Business Development Head, Sales and Marketing
Head and Financial Controller.
He is a Managing Partner of S. N. Consultants and continues to stay

connected with the agriculture industry by providing strategic guidance to
local/international companies. He also works closely with industry leaders
Mr. Sekhar Natarajan and forums.
(DIN: 01031445)
Mr. Natarajan is a qualified Chartered Accountant and Cost Accountant.
Non-Executive Independent He has extensive experience in Strategic Thinking, Business Development
Director and Mergers and Acquisitions (M&A).
15
Simon Britsch plays a key role in enabling proactive solutions, creating value
and supporting purpose-driven initiatives to translate the Company’s vision
into reality as a Chief Financial Officer. His international experience in leading
culturally and functionally diverse teams is paired with a strong ability in
finding pragmatic solutions and communicating proactively with stakeholders.
Simon Britsch started his career with Bayer AG as a Commercial Trainee
in the year 2000 and has subsequently held key positions in Bayer Vietnam
and Bayer Healthcare in China. Simon returned to Bayer AG in 2016, where
he set up the global Enterprise Risk Management & Business Continuity
Management function. He was appointed as the Executive Director and
Chief Financial Officer of Bayer CropScience Limited with effect from
Mr. Simon Britsch September 1, 2021 for a term of five years.
(DIN: 09194547)
Simon holds an MBA from Instituto de Empresa in Spain as well as a
Executive Director & CFO bachelor’s degree in Economics and Management from FOM University
of Applied Sciences in Germany. He is an alumnus of Harvard Business
School.
Simon Wiebusch is the Country Divisional Head for the Crop Science
Business of Bayer in India, Bangladesh & Sri Lanka (IBSL) since
January 01, 2022 and is based in Bayer’s South Asia headquarters in
Thane, India. Simon began his stint in South Asia as the Chief Operating
Officer of the Crop Science Division of Bayer for India, Bangladesh & Sri
Lanka from August 21, 2018.
Prior to this, Simon was heading the South East Asia business, based in
Bangkok, Thailand. Simon started his career with Bayer in 1998 based
at the company’s headquarters in Germany. He built his professional
experience by leading diverse teams across functions and regions working
Mr. Simon Wiebusch within Germany, Eastern Europe and Asia.
(DIN: 08335591)
He holds a bachelor’s degree in Economics from the University of Applied
Whole-time Director Sciences in Essen, Germany, and an MBA from the University of Bradford.
He has more than two decades of experience in the agriculture industry.
He is passionate about the fundamentals that are needed to produce
sufficient food and improve agriculture. He is also a strong proponent of
sustainable agriculture and believes that technology and digital farming
tools can improve the quality of food, reduce efforts needed to farm, ensure
traceability and help farmers earn better livelihoods.
16
Dr. Thomas Hoffmann joined Bayer AG in 2001 as a Manager in Corporate

Controlling. In 2003, he took over responsibilities in Corporate Accounting.
In 2005, he moved to Tokyo as the Head of Financial Reporting and later
as the Head of Enterprise Accounting and Reporting for the Bayer Group
in Japan. Thereafter, he returned to Bayer AG, Corporate Finance, to take
on the role of Head of Structured Finance from 2008 till 2013.
In February 2013, Dr. Thomas Hoffmann assumed the role of Chief

Financial Officer, South Asia, based in Mumbai. Post that, he moved
to Shanghai in 2016 as the Chief Financial Officer for Greater China.
He joined Bayer AG again in September 2019 as the Head of Treasury.
Dr. Thomas Hoffmann He has studied Business Administration with a specialization in Finance &
(DIN: 06485949) Controlling and Audit.
Non-Executive Non-Independent
Director
Dr. Harsh Kumar Bhanwala is the Executive Chairman of Capital India

Finance Limited, an India-focused, integrated financial services company
since August 2020. He is also on the Board of Governors of the Indian
Institute of Management, Rohtak, an Independent Director on the governing
board of Microfinance Industry Network. He is also heading the Technical
Group appointed by SEBI on the Social Stock Exchange and a member
of the Expert Committee on Primary (Urban) Co-operative Banks of RBI
constituted in February 2021.
Prior to joining Capital India Finance Limited, he was the Chairman of

National Bank for Agriculture and Rural Development (NABARD), the
Dr. Harsh Kumar Bhanwala Apex Development Bank of the Country, from December 18, 2013 to
(DIN: 06417704) May 27, 2020.
Non-Executive Independent He is a Post-Graduate in Management from IIM, Ahmedabad and holds
Director a Ph.D. in Management. He has been awarded honorary doctorate in
Science by the Tamil Nadu Agricultural University, Coimbatore, and Indian
Council of Agricultural Research-Central Institute of Fisheries Education,
Mumbai.
Brian Naber is Region Head of Crop Science Asia Pacific, responsible for
commercial operations for the region. Brian first joined Bayer in 1998 as
a sales representative in the United States. Through the years, Brian has
taken on roles that spanned from operational execution to strategy, across
different functions. He was Cluster Commercial Lead for Northern Europe
based out of the Netherlands, before assuming the role of Head of Asset
Management Insecticides based in Monheim, Germany.
Brian comes from a family of farmers and is looking forward to drive digital
farming solutions and tools to positively impact the livelihood of millions of
famers, especially smallholders, across the APAC region.
Mr. Brian Naber
He has a Bachelor’s degree in Agribusiness management from Southwest
(DIN: 09115300)
Minnesota State University and an MBA from Saint Louis University.
Non-Executive Non-Independent
Director
17
Corporate
Information
Company Secretary & Compliance Officer
Nikunjkumar Savaliya
Membership No.: FCS 7048
Statutory Auditor
Deloitte Haskins & Sells LLP
CIN
L24210MH1958PLC011173
Registered Office
Bayer House, Central Avenue,
Hiranandani Estate,
Thane (West) – 400 607
Maharashtra, India
Tel No.: +91 22 2531 1234
Fax No.: +91 22 2545 5063
Email: [email protected]
Website: www.bayer.in
Registrar & Share Transfer Agent

TSR Consultants Private Limited
(Formerly TSR Darashaw Consultants Private Limited)
C-101, 1st Floor, 247 Park
L.B.S. Marg, Vikhroli (West)
Mumbai - 400 083
Tel: +91-22-66568484
Fax: +91-22-66568494
Email ID: [email protected]
Website: www.tcplindia.co.in
18
Notice
Notice
NOTICE is hereby given that the 64th Annual General RESOLVED FURTHER THAT the Vice Chairman
Meeting of Bayer CropScience Limited will be held on & Managing Director and Chief Executive Officer
Monday, August 22, 2022 at 03:00 p.m. IST through or Executive Director & Chief Financial Officer
Video Conferencing (“VC”)/ Other Audio-Visual (CFO) or the Company Secretary of the Company
Means (“OAVM”) to transact the following business. be and are hereby severally authorised to do all
The venue of the meeting shall be deemed to be the such acts and take steps as may be considered
Registered Office of the Company at Bayer House, necessary, proper or expedient to give effect to
Central Avenue, Hiranandani Estate, Thane (West) – the above resolution.”
400607, Maharashtra.
SPECIAL BUSINESS:
ORDINARY BUSINESS:
To consider and, if thought fit, to pass the following
1. To receive, consider, approve and adopt the
Resolution(s), with or without modification(s):
audited standalone financial statements for the
financial year ended March 31, 2022 together 5. Change in place of keeping and inspection of
with the Reports of the Board of Directors and the
the Registers and Returns of the Company:
Auditors thereon.
As a Special Resolution:
2. To confirm the payment of Interim Dividend on
Equity Shares and to declare Final Dividend “RESOLVED THAT in supersession of all
on Equity Shares for the financial year ended Resolutions passed earlier in this regard and
March 31, 2022. pursuant to the provisions of Section 94 and other
applicable provisions, if any, of the Companies
3. To appoint a Director in place of Act, 2013 (“the Act”) and the rules made
Dr. Thomas Hoffmann (DIN: 06485949), who thereunder (including any statutory modification(s)
retires by rotation and being eligible offers his or re-enactment(s) thereof for the time being in
candidature for re-appointment. force), approval of the Members of the Company
be and is hereby accorded to keep the Registers
4. Re-appointment of Statutory Auditors of the as prescribed under Section 88 of the Act and
Company: copies of Annual Returns under Section 92 of
To consider and, if thought fit, to pass with or the Act, together with the copies of certificates
without modification(s), the following Resolution and documents required to be annexed thereto
as an Ordinary Resolution: or any other documents as may be required, at
the Registered Office of the Company and / or
“RESOLVED THAT pursuant to provisions of
Sections 139, 141 and 142 and other applicable at the office of TSR Consultants Private Limited
provisions, if any, of the Companies Act, 2013, (Formerly TSR Darashaw Consultants Private
and the Companies (Audit and Auditors) Rules, Limited), Registrar and Share Transfer Agent of
2014, including any statutory modification(s) the Company at C-101, 1st Floor, 247 Park, Lal
or re-enactment(s) thereof for the time being Bahadur Shastri Marg, Vikhroli (West), Mumbai
in force, M/s. Deloitte Haskins & Sells LLP, 400083, Maharashtra, India and / or such other
Chartered Accountants, (Firm Registration place where the office of the Registrar and Share
Number 117366W/W-100018), be and are hereby Transfer Agent of the Company is situated within
re-appointed as the Statutory Auditors for a term Mumbai, from time to time.
of 5 (five) years commencing from the conclusion
of this Annual General Meeting (“AGM”) till the RESOLVED FURTHER THAT the Board of

conclusion of the 69th AGM to be held in the Directors or any Committee thereof of the
year 2027, at such remuneration plus taxes Company be and are hereby authorized to do all
as applicable, reimbursement of out of pocket such things and take all such actions as may be
expenses etc. as may be mutually agreed upon by required from time to time for giving effect to the
the Board of Directors and Auditors. above resolution and matters related thereto.”
19
6. Ratification of Remuneration to Cost Auditor: from Group Companies’, ‘Purchase of Goods’,

‘Professional and Support Charges’ and other
As an Ordinary Resolution:
obligations, if any, for a period of 5 (five) financial
“RESOLVED THAT pursuant to Section 148(3) years commencing from financial year 2022-23
and all other applicable provisions, if any, of the to financial year 2026-27, individually and / or in
Companies Act, 2013 read with the Companies the aggregate up to an amount not exceeding
(Audit and Auditors) Rules, 2014 (including any ` 30,000 Million in a financial year, provided
statutory modification(s) or re-enactment(s) however, that the said contracts/arrangements/
thereof, for the time being in force), the transactions shall be carried out on an arm’s
remuneration payable to M/s. D. C. Dave & Co., length basis and in the ordinary course of
Cost Accountants, having Firm Registration No. business of the Company.
000611, appointed by the Board of Directors of
RESOLVED FURTHER THAT the Board of

the Company on the recommendation of the Audit
Directors of the Company (hereinafter referred to
Committee, as Cost Auditors of the Company
as ‘Board’ which term shall be deemed to include
to conduct the audit of the cost records of the
the Audit Committee of the Company to exercise
Company relating to “Insecticides” for the financial
its powers including powers conferred under this
year ending March 31, 2023, being ` 0.59 Million
resolution) be and is hereby authorized to do all
(Rupees point five nine Million only) plus taxes as
such acts, deeds, matters and things as it may
applicable and out of pocket expenses incurred
deem fit at its absolute discretion and to take all
in performance of their duties, be and is hereby
such steps as may be considered necessary or
ratified and confirmed.
expedient to give effect to the aforesaid resolution.
RESOLVED FURTHER THAT the Board of

RESOLVED FURTHER THAT all actions taken by

Directors of the Company and the Company
the Board in connection with any matter referred
Secretary be and are hereby severally authorised
to or contemplated in this resolution, be and are
to do all such acts, deeds, matters and things as
hereby approved, ratified and confirmed in all
may be necessary to give effect to this resolution.”
respects.”
7.
Approval for Material Related Party
Transactions with Bayer AG:
NOTES:
1. In view of the continuing COVID-19 pandemic,
As an Ordinary Resolution:
the Ministry of Corporate Affairs, Government of
“RESOLVED THAT pursuant to the provisions of India (MCA) vide its Circular No. 14/2020 dated
Regulation 23(4) of the SEBI (Listing Obligations April 08, 2020, Circular No.17/2020 dated April 13,
and Disclosure Requirements) Regulations, 2015 2020, Circular No. 20/2020 dated May 05, 2020
(‘Listing Regulations’), read with Section 188 of and Circular No. 02/2021 dated January 13, 2021,
the Companies Act, 2013 (‘the Act’), the rules Circular No. 19/2021 dated December 08, 2021,
made thereunder (including any other applicable Circular No. 21/2021 dated December 14, 2021
provision(s) or statutory modification(s) or and Circular No. 2/2022 dated May 05, 2022 (“MCA
re-enactment thereof for the time being in force) Circulars”) and Securities and Exchange Board of
read with the Company’s Policy on Related Party’s India (SEBI) vide its Circular No. SEBI/HO/CFD/
Transactions, and subject to such approval(s), CMD2/CIRP/P/2022/62 dated May 13, 2022, and
consent(s), permission(s) as may be necessary other applicable circulars issued in this regard
from time to time basis the recommendation/ has permitted and prescribed the procedure and
approval of the Audit Committee and the Board manner of conducting Annual General Meeting
of Directors of the Company, approval of the (AGM) through video conferencing (VC) or other
Members be and is hereby accorded to the audio visual means (OAVM) till December 31,
Company to enter into and/or continue with 2022 without physical presence of Members.
Material Related Party Transactions/contracts/ In compliance with the applicable provisions of the
arrangements/agreements with Bayer AG, a Act and MCA Circulars, the AGM of the Members
related party within the meaning of Section 2(76) will be held through VC / OAVM and members can
of the Act, and Regulation 2(1)(zb) of the Listing attend and participate in the AGM through VC /
Regulations for ‘Sale of Goods’, ‘Recoveries OAVM only.
20
Notice
2. Pursuant to the provisions of the Act, a Member 9. The final dividend of ` 25 per Equity Share, as
entitled to attend and vote at the AGM is entitled recommended by the Board of Directors, if declared
to appoint a proxy to attend and vote on his/her at the ensuing 64th Annual General Meeting will be
behalf and the proxy need not be a member of the paid on or after Tuesday, August 30, 2022:
Company. Since this AGM is being held pursuant
to the MCA Circulars through VC/OAVM, physical (i) to those members who hold shares in
attendance of Members has been dispensed with. physical form and whose names appear
Accordingly, the facility for appointment of proxies on the Company’s Register of Members
by the Members will not be available for the AGM as holders of Equity Shares as on Friday,
and hence the Proxy Form and Attendance Slip August 05, 2022, after effecting the request
are not annexed to this Notice. However, the Body for transmission/transposition etc. lodged on
Corporates are entitled to appoint authorised that date which are valid and found to be in
representatives to attend the AGM through VC/ order;
OAVM and participate there at and cast their votes (ii) in respect of shares held in dematerialised
through e-voting.
form, to the Beneficial Owners of the shares
3. The attendance of the Members attending the as at the close of business hours on Friday,
AGM through VC/OAVM will be counted for the August 05, 2022, as per details furnished
purpose of reckoning the quorum under Section by National Securities Depository Limited
103 of the Act. (NSDL) and Central Depository Services
4. In compliance with the MCA Circulars and SEBI (India) Limited (CDSL).
Circulars, the Notice of 64th AGM along with the 10. In terms of the MCA Circular No. 20/2020 dated
Annual Report 2021-22 is being sent only through May 5, 2020, due to non-availability of complete
electronic means to those Members whose email details of the bank account, if the Company is
addresses are registered with the Company/ unable to remit the final dividend electronically, the
Depositories. Members may note that the Notice Dividend Warrants / Cheques / Demand Drafts,
and Annual Report 2021-22 will also be available shall be despatched to such shareholders by post.
on the Company’s website at www.bayer.in and
website of BSE Limited at www.bseindia.com as 11. Members may note that the Company’s Registrar
well as on the website of NSDL at www.evoting. and Share Transfer Agent (RTA) name has been
nsdl.com. Physical copy of the Notice of the 64th changed from “TSR Darashaw Consultants Private
AGM along with Annual Report for the financial Limited” to “TSR Consultants Private Limited” with
year 2021-22 shall be sent to those Members who effect from April 13, 2022. Members are requested
request for the same. to direct all shares related correspondence at the
5. Since the AGM will be held through VC/OAVM, following address:
the Route Map is not annexed to this Notice. TSR Consultants Private Limited (“TCPL”),
6. The Explanatory Statement setting out the (Formerly TSR Darashaw Consultants Private
material facts relating to the special business to be Limited)
transacted at the AGM, pursuant to Section 102(1) Unit: Bayer CropScience Limited,
of the Act is annexed hereto and forms part of this C-101, 1st Floor, 247 Park
Notice. L.B.S. Marg, Vikhroli (West), Mumbai - 400083
Tel: +91-22-66568484
7. The details under Regulation 36(3) of the SEBI
Extn: 411 / 412 / 413
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) Fax: +91-22-66568494
including any statutory modification(s) or Email ID: [email protected]
amendment(s) or re-enactment(s) thereof, for the Website: https://www.tcplindia.co.in
time being in force, in respect of Directors seeking 12.
Members are requested to intimate changes, if
approval for re-appointment at the AGM, forms any, pertaining to their name, postal address,
part of the annexure to this Notice. e-mail address, telephone/mobile numbers,
8. The Register of Members and Share Transfer Permanent Account Number (PAN), mandates,
Books of the Company will remain closed from nominations, power of attorney, bank details such
Saturday, August 06, 2022 till Saturday, August 13, as, name of the bank and branch details, bank
2022 (both days inclusive). account number, MICR code, IFSC code, etc.;
21
a. For Shares held in electronic form: to their any service request can be processed only after
Depository Participants (DP) the folio is KYC Compliant.
b. For Shares held in physical form: to the 16. Members holding shares in physical form, in
Company/TCPL in prescribed Form ISR-1 identical order of names, in more than one
and other forms pursuant to SEBI Circular folio are requested to send to the Company or
No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ TCPL, the details of such folios together with
CIR/2021/655 dated November 3, 2021. the share certificates along with the requisite
13. SEBI has mandated the updation of Permanent KYC documents for consolidating their holdings
Account Number (“PAN”), contact details viz. in one folio. Requests for consolidation of share
complete address with Pincode, Mobile No., certificates shall be processed in dematerialized
email id, Bank details and Account No., specimen form.
signature and nomination details against folio/ 17. As per the provisions of Section 72 of the Act and
demat account. As per applicable SEBI Circular, SEBI Circular, the facility for making nomination is
PAN details are to be compulsorily linked to available for the Members in respect of the shares
Aadhaar details, by March 31, 2022 or any other held by them. Members who have not yet registered
date specified by Central Board of Direct Taxes. their nomination are requested to register the
Members are requested to submit PAN, contact same by submitting Form No. SH-13. If a Member
details, complete bank details viz., Bank Name desires to opt out or cancel the earlier nomination
and branch Bank A/c No. and type, MICR and and record a fresh nomination, he/she may submit
IFSC, nomination details and specimen signature the same in Form ISR-3 or SH-14 as the case may
(as applicable) to their DP in case of holding be. The said forms can be downloaded from the
in dematerialized form or to TCPL [through Company’s website www.bayer.in. Members are
Form ISR-1, Form ISR-2 and Form SH-13 (as requested to submit the said details to their DP in
applicable)]. The Investor Service Request forms case the shares are held by them in dematerialized
are available at www.bayer.in in case of holdings form and to TCPL in case the shares are held in
in physical form. physical form.
14. SEBI vide its notification dated January 24, 2022 18. The Ministry of Corporate Affairs has vide
has mandated that all requests for transfer of notification dated September 05, 2016 brought
securities including transmission and transposition into force certain provisions of Sections 124
requests shall be processed only in dematerialized and 125 of the Companies Act, 2013 (“the Act”)
form. In view of the same and to eliminate all risks and Investor Education and Protection Fund
associated with physical shares and avail various Authority (Accounting, Audit, Transfer and
benefits of dematerialisation. Members are Refund) Rules, 2016 (“IEPF Rules”) with effect
advised to dematerialise the shares held by them in from September 07, 2016 including amendments
physical form. Members can contact the Company thereof. Pursuant to the provisions of Section 124
or TCPL, for assistance in this regard. of the Act, the dividend which remains unclaimed /
15. Members may note that SEBI, vide its Circular unpaid for a period of seven years from the date of
dated January 25, 2022, has mandated that the transfer to the unpaid dividend account of the
listed companies, with immediate effect, shall Company is required to be transferred to the IEPF
issue the securities only in demat mode while Account of the Central Government.
processing investor service requests pertaining to Further, pursuant to the provisions of Section 124
issue of duplicate securities certificate; claim from of the Act and the IEPF Rules, all shares on which
unclaimed suspense account; renewal/exchange dividend has not been paid or claimed for seven
of securities certificate; endorsement; sub-division/
consecutive years or more shall be transferred to
splitting of securities certificate; consolidation
an IEPF Account within thirty days of such shares
of securities certificates/folios; transmission
becoming due for transfer to IEPF.
and transposition. Accordingly, Members are
requested to make service requests by submitting The members/claimants whose shares, unclaimed
a duly filled and signed Form ISR – 4, the format dividend, sale proceeds of fractional shares etc.
of which is available on the Company’s website have been transferred to IEPF may claim their
at www.bayer.in and on the website of TCPL at shares or apply for refund by making an online
https://www.tcplindia.co.in/. It may be noted that application to the IEPF Authority in e-Form IEPF-5.
22
Notice
Members are requested to claim all the unpaid/ categories of shareholders and documentation
unclaimed dividend to avoid transfer of dividend or required, is available under the Investor
shares as the case may be to the IEPF Account. Section at www.bayer.in. The shareholders are
Shareholders holding shares in physical form are requested to send all the necessary documents
requested to submit Request Form ISR-1 duly complete in all respect through email at
executed to TCPL for claiming the dividend along [email protected] on or before Friday,
with original cancelled cheque leaflet. Bank details August 05, 2022 to enable the Company to deduct
as registered against the demat account will be the correct TDS on the dividend payment.
considered to pay the outstanding dividend to
shareholders holding shares in electronic form at A. VOTING THROUGH ELECTRONIC MEANS
the time of issue of payment on receipt of the request 1. In compliance with the provisions of Section
for claiming outstanding dividend. The details 108 of the Act and Rule 20 of the Companies
of the unclaimed dividends are available on the (Management and Administration) Rules, 2014
Company’s website at www.bayer.in and Ministry and Regulation 44 of the SEBI Listing Regulations,
of Corporate Affairs website at www.mca.gov.in. (including any statutory modification(s) or
19. Members are requested to note, that dividends amendment(s) or re-enactment(s) thereof, for
if not encashed for a consecutive period of the time being in force), the Company is pleased
seven years from the date of transfer to Unpaid to provide its members the facility to exercise
Dividend Account of the Company, are liable their right to vote on resolutions proposed to be
to be transferred to the Investor Education & considered at the AGM by electronic means and
Protection Fund (“IEPF”). The shares in respect the business shall be transacted through e-voting
of such unclaimed dividends are also liable to services. The facility of casting the votes by the
be transferred to the demat account of the IEPF members using an electronic voting system from
Authority. In view of this, Members are requested a place other than venue of the AGM (“remote
to claim their dividends from the Company, within e-voting”) will be provided by National Securities
the stipulated timeline. Depository Limited (NSDL).
20. To receive shareholders’ communications through 2. The remote e-voting period commences on
electronic means, including annual reports and Friday, August 19, 2022 (IST 9:00 a.m.) and
notices, members are requested to register their ends on Sunday, August 21, 2022 (IST 5:00
e-mail address(es) and changes therein from time p.m.). During this period, members of the
to time, by directly sending the relevant e-mail Company, holding shares either in physical form
address alongwith details of name, address, Folio or in dematerialized form, as on the cut-off date
No. and number of shares held: of Monday, August 15, 2022 may cast their vote
by remote e-voting. The remote e-voting module
(i) to TCPL, for shares held in physical form; and shall be disabled by NSDL for voting thereafter.
(ii) in respect of shares held in dematerialised Once the vote on a resolution is cast by the
form, also provide DP ID / Client ID with the member, the member shall not be allowed to
above details and register the same with their change it subsequently.
respective Depository Participants. 3. The Board of Directors has appointed
21.
Members, who wish to inspect the documents, Mr. Bhaskar Upadhyay (Membership No.
as mentioned in this AGM Notice or as required FCS 8663/CP No. 9625), failing him
under law, may write to the Company at ir_bcsl@ Mr. Bharat Upadhyay (Membership No. FCS 5436/
bayer.com and the Company shall endeavor to CP No. 4457) failing him Mr. Mitra Ramesh
provide inspection of documents by such Member. Ratnani (Membership No. ACS 65335/CP No.
25354) of N.L. Bhatia & Associates, Practicing
22. Pursuant to Finance Act, 2020, dividend income
Company Secretaries as the Scrutinizer to
will be taxable in the hands of the shareholders
scrutinize the voting during the AGM and remote
w.e.f. April 01, 2020 and the Company is required
e-voting process in a fair and transparent manner.
to deduct tax at source (“TDS”) from dividend
paid to shareholders at the prescribed rates 4. The members who have cast their vote by remote
(plus applicable surcharge and cess) as may e-voting prior to the AGM may also attend/
be notified from time to time. The information participate in the AGM through VC/OAVM but
regarding the applicability of TDS rate for various shall not be entitled to cast their vote again.
23
5. The voting rights of Members shall be in proportion THE INSTRUCTIONS FOR MEMBERS FOR REMOTE
to their shares in the paid-up equity share capital E-VOTING AND JOINING ANNUAL GENERAL MEETING
of the Company as on the cut-off date. ARE AS UNDER:
6. Any person, who acquires shares of the Company Step 1: Access to NSDL e-Voting system
and becomes a Member of the Company after
sending the Notice and holding shares as of the A) Login method for remote e-Voting and joining
cut-off date, may obtain the login ID and password virtual AGM for Individual shareholders
by sending a request at [email protected]. holding securities in demat mode
However, if the Member is already registered with Pursuant to SEBI circular dated December 9, 2020
NSDL for remote e-voting, then they can use their
on e-Voting facility provided by Listed Companies,
existing User ID and Password for casting the
Individual shareholders holding securities in
vote.
demat mode are allowed to vote through their
7. The details of the process and manner for remote demat account maintained with Depositories and
e-voting are explained herein below: Depository Participants. Members are advised
The way to vote electronically on NSDL e-Voting to update their mobile number and email ID in
system consists of “Two Steps” which are mentioned their demat accounts in order to access e-Voting
below: facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders A. NSDL IDeAS facility
holding securities in If you are already registered for NSDL IDeAS facility, please follow the below steps:
demat mode with NSDL
1. Visit the e-Services website of NSDL. Open web browser by typing the following
URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Services is launched, click on the “Beneficial Owner”
icon under “Login” which is available under “IDeAS” Section.
3. A new screen will open. You will have to enter your User ID and Password.
After successful authentication, you will be able to see e-Voting services.
4. Click on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page.
5. Click on options available against company name or e-Voting service provider
- NSDL and you will be re-directed to NSDL e-Voting website for casting your
vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting.
If you are not registered for IDeAS e-Services, follow the below steps:
1. Option to register is available at https://eservices.nsdl.com.
2. Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
3. Please follow steps given in points 1 to 5 above.
24
Notice
Type of shareholders Login Method

B. e-Voting website of NSDL
1. Open the web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under “Shareholder/Member” Section.
3. A new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number held with NSDL), Password/OTP and a Verification
Code as shown on the screen.
4. After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page.
5. Click on options available against company name or e-Voting service provider
- NSDL and you will be redirected to e-Voting website of NSDL for casting your
the meeting.
C. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders 1. Existing users who have opted for Easi/Easiest, they can login through their
holding securities in User ID and Password. Option will be made available to reach e-Voting page
demat mode with CDSL without any further authentication. The URL for users to login to Easi/Easiest are
https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on
New System Myeasi.
2. After successful login of Easi/Easiest, the user will also be able to see the e-Voting
Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on
NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN from a link in www.cdslindia.com home page. The
system will authenticate the user by sending OTP on registered Mobile number &
Email as recorded in the Demat Account. After successful authentication, user will
be provided links for the respective e-Voting Service Provider i.e. NSDL, where
the e-Voting is in progress.
Individual Shareholders 1. You can also login using the login credentials of your demat account through
(holding securities your Depository Participant registered with NSDL/CDSL for e-Voting facility.
in demat mode) 2. Once logged in, you will be able to see e-Voting option. Once you click on e-Voting
login through their option, you will be redirected to NSDL/CDSL site after successful authentication,
depository participants wherein you can see e-Voting feature.
3. Click on options available against company name or e-Voting Service Provider
- NSDL and you will be redirected to e-Voting website of NSDL for casting your
the meeting.
Important note: Members who are unable to retrieve User ID/Password are advised to use Forgot User ID and
Forgot Password option available at abovementioned websites.
25
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact NSDL
securities in demat mode with NSDL helpdesk by sending a request at [email protected] or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL
securities in demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.
com or contact at 022-23058738 or 022-23058542/43
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode
and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.
nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ Section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code
as shown on the screen.
Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at https://eservices.
nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL e-service after using your log-in
credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below:
Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL For example, if your DP ID is IN300*** and Client ID is
12****** then your user ID is IN300***12******
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL For example, if your Beneficiary ID is 12**************
then your user ID is 12**************
c) For Members holding shares in Physical EVEN Number followed by Folio Number registered with
Form the Company
For example, if folio number is 001*** and EVEN is
123456, then user ID is 123456001***
5. Password details for shareholders other than c) How to retrieve your ‘initial password’?
Individual shareholders are given below:
(i)
If your email ID is registered in your demat
a) If you are already registered for e-Voting, account or with the Company, your ‘initial
then you can use your existing password password’ is communicated to you on
to login and cast your vote. your email ID. Trace the email sent to you
b) If you are using NSDL e-Voting system from NSDL from your mailbox. Open the
for the first time, you will need to email and open the attachment i.e. a .pdf
retrieve the ‘initial password’ which was file. Open the .pdf file. The password to
communicated to you. Once you retrieve open the .pdf file is your 8-digit client ID
your ‘initial password’, you need to enter for NSDL account, last 8 digits of client
the ‘initial password’ and the system will ID for CDSL account or folio number for
force you to change your password. shares held in physical form. The .pdf file
26
Notice
contains your ‘User ID’ and your ‘initial of shares for which you wish to cast your vote
password’. and click on “Submit” and also “Confirm” when
prompted.
(ii) If your email ID is not registered, please
follow steps mentioned below in process 5. Upon confirmation, the message “Vote cast
for those shareholders whose email IDs successfully” will be displayed.
are not registered. 6. You can also take the printout of the votes cast
6. If you are unable to retrieve or have not received by you by clicking on the print option on the
the “Initial password” or have forgotten your confirmation page.
password: 7. Once you confirm your vote on the resolution, you
a) Click on “Forgot User Details/Password?”(If will not be allowed to modify your vote.
you are holding shares in your demat account Process for those shareholders whose email IDs
with NSDL or CDSL) option available on are not registered with the depositories/Company
www.evoting.nsdl.com. for procuring User ID and Password:
b) “Physical User Reset Password?” (If you 1. In case shares are held in physical mode, please
are holding shares in physical mode) option provide Folio No., Name of shareholder, scanned
available on www.evoting.nsdl.com. copy of the share certificate (front and back),
PAN (self-attested scanned copy of PAN card),
c) If you are still unable to get the password by
AADHAR (self-attested scanned copy of Aadhar
aforesaid two options, you can send a request
Card) by e-mail to [email protected]
at [email protected] mentioning your demat
account number/folio number, your PAN, 2. In case shares are held in demat mode, please
your name and your registered address etc. provide DP ID & Client ID (16 digit DP ID + Client
ID or 16 digit beneficiary ID), Name, client master
d) Members can also use the OTP (One Time or copy of Consolidated Account statement,
Password) based login for casting the votes PAN (self-attested scanned copy of PAN card),
on the e-Voting system of NSDL. AADHAR (self-attested scanned copy of Aadhar
Card) to [email protected]. If you are an
7. After entering your password, tick on Agree to
Individual shareholder holding securities in demat
“Terms and Conditions” by selecting on the check mode, you are requested to refer to the login
box. method explained at Step 1(A) i.e. Login method
8. Now, you will have to click on “Login” button. for e-Voting and joining virtual AGM for Individual
shareholders holding securities in demat mode.
9. After you click on the “Login” button, Home page 3.
Alternatively, members may send a request
of e-Voting will open. to [email protected] for procuring user ID
and Password for e-voting by providing above
Step 2: Cast your vote electronically and join
mentioned documents.
Annual General Meeting on NSDL e-Voting system.
1. After successful login at Step 1, you will be able C) The instructions for members for e-voting on
to see all the companies “EVEN” in which you the day of the AGM are as under:
are holding shares and whose voting cycle and 1. The procedure for e-Voting on the day of the AGM
Annual General Meeting is in active status. is same as the instructions mentioned above for
2. Select “EVEN - 120371” of Company for which remote e-voting.
you wish to cast your vote during the remote 2.
Only those Members/shareholders, who will be
e-Voting period and casting your vote during the present in the AGM through VC/OAVM facility
AGM. For joining virtual meeting, you need to click and have not casted their vote on the Resolutions
on “VC/OAVM” link placed under “Join General through remote e-Voting and are otherwise not
Meeting”. barred from doing so, shall be eligible to vote
through e-Voting system in the AGM.
3. Now you are ready for e-Voting as the Voting page
opens. 3.
Members who have voted through Remote
e-Voting will be eligible to attend the AGM.
4. Cast your vote by selecting appropriate options However, they will not be eligible to vote at the
i.e. assent or dissent, verify/modify the number AGM.
27
4. The details of the person who may be contacted General Guidelines for shareholders
for any grievances connected with the facility for a) Institutional shareholders (i.e. other than
e-Voting on the day of the AGM shall be the same individuals, HUF, NRI etc.) are required to send
person mentioned for Remote e-voting.
scanned copy (PDF/JPG Format) of the relevant
Board Resolution/Authority Letter etc. with attested
D)
Instructions for members for attending the
AGM through VC/OAVM are as under: specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the
1. Members will be provided with a facility to attend Scrutinizer by e-mail to [email protected] with a
the AGM through VC/OAVM through the NSDL copy marked to [email protected].
e-Voting system. Members may access by
following the steps mentioned above for Access to b) It is strongly recommended not to share your
NSDL e-Voting system. After successful login, you password with any other person and take utmost
can see link of “VC/OAVM link” placed under “Join care to keep your password confidential. Login to
General Meeting” menu against company name. the e-voting website will be disabled upon five
You are requested to click on VC/OAVM link placed unsuccessful attempts to key in the correct
under Join General Meeting menu. The link for VC/
password. In such an event, you will need to go
OAVM will be available in Shareholder/Member
through the “Forgot User Details/Password” or
login where the EVEN of Company i.e. 120371 will
be displayed. Please note that the members who “Physical User Reset Password” option available
do not have the User ID and Password for e-Voting on www.evoting.nsdl.com to reset the password.
or have forgotten the User ID and Password may
c) In case of any queries, you may refer the Frequently
retrieve the same by following the remote e-Voting
Asked Questions (FAQs) for Shareholders and
instructions mentioned in the notice to avoid last
e-voting user manual for Shareholders available
minute rush.
at the download Section of www.evoting.nsdl.com
2. Members are encouraged to join the Meeting or call on toll free no.: 1800-1020-990 or and 1800
through Laptops for better experience. 22 44 30 or send a request at [email protected].
In case of any grievances connected with the facility
3. Further, Members are requested to use Internet
for e-voting, please contact Ms. Pallavi Mhatre,
with good speed to avoid any disturbance during
Manager – NSDL at [email protected].
the meeting.
4. Please note that Participants connecting from PROCESS FOR REGISTERING EMAIL ADDRESSES
Mobile Devices or Tablets or through Laptop TO RECEIVE THIS NOTICE OF AGM AND
connecting via Mobile Hotspot may experience ANNUAL REPORT AS WELL AS CAST VOTES
Audio/Video loss due to fluctuation in their ELECTRONICALLY:
respective network. It is therefore recommended
•
Registration of email addresses with TCPL:
to use stable Wi-Fi or LAN connection to mitigate
The Company has made special arrangements
any kind of aforesaid glitches.
with TCPL for registration of e-mail addresses of
5. Members who would like to express their views those Members (holding shares either in electronic
or ask questions during the AGM may register or physical form) who wish to receive this Notice
themselves as a speaker by sending their request electronically and cast votes electronically.
from their registered email address mentioning Eligible Members whose e-mail addresses are not
their name, DP ID and Client ID/Folio number, registered with the Company/DPs are required
PAN, mobile number at [email protected] from to provide the same to TCPL on or before 5:00
Saturday, August 13, 2022 (IST 09:00 a.m.) to p.m. IST, Monday, August 15, 2022. The link for
Wednesday, August 17, 2022 (IST 05:00 p.m.). registering email ID is given herein:
Those Members who have registered themselves
as a speaker will only be allowed to express Visit the link: https://tcpl.linkintime.co.in/EmailReg/
their views/ask questions during the AGM. Email_Register.html
The Company reserves the right to restrict the
number of speakers depending on the availability (i)
Select the Name of the Company from
of time for the AGM. dropdown i.e. Bayer CropScience Limited.
28
Notice
(ii) Enter the DP ID & Client ID / Physical Folio Other Instructions

Number, Name of the Member and PAN 1.
A member may participate in the AGM even
details. Members holding shares in physical after exercising their right to vote through remote
form need to additionally enter one of the e-voting but shall not be allowed to vote again at
share certificate(s) number. the AGM.
(iii)
Enter Mobile No. and email ID and click 2. A person, whose name is recorded in the Register
on “Continue” button. of Members or in the Register of Beneficial Owners
(iv) System will send OTP on Mobile and Email maintained by the depositories as on the cut-off
address. date only shall be entitled to avail the facility of
remote e-voting as well as voting at the AGM.
(v) Enter the OTP received on Mobile and Email
address. 3. The Chairman shall, at the AGM, at the end of
discussion on the resolutions on which voting is
(vi)
The system will then confirm the Email to be held, allow voting electronically for all those
address as recorded for receiving the Notice members who are present at the AGM but have
for this Annual General Meeting. not cast their votes by availing the remote e-voting
After successful submission of the e-mail address, facility.
NSDL will e-mail a copy of this AGM Notice and 4. The Scrutinizer shall after the conclusion of
Annual Report for 2021-22 along with the e-Voting voting at the AGM, first count the votes cast at
user ID and password. In case of any queries, the meeting and thereafter unblock the votes cast
Members may write to the following email id: through remote e-voting and shall make, not later
[email protected] or [email protected]. than 2 (two) working days of the conclusion of the
AGM, a consolidated Scrutinizer’s Report of the
• Registration of e-mail address permanently
total votes cast in favour or against, if any, to the
with Company/DP: Members are requested to
Chairman or a person authorized by him in writing,
register the same with their concerned DPs, in
who shall countersign the same and declare the
respect of electronic holding and with TCPL, in
result of the voting forthwith.
respect of physical holding, by submission of duly
completed Form ISR-1. Further, those Members 5. The Results declared along with the report of the
who have already registered their e-mail addresses Scrutinizer shall be placed on the website of the
are requested to keep their e-mail addresses Company at www.bayer.in and on the website of
validated/updated with their DPs / TCPL to enable NSDL immediately after the declaration of result
servicing of notices / documents / Annual Reports by the Chairman or a person authorized by him in
and other communications electronically to their writing. The results shall also be forwarded to BSE
e-mail address in future. Limited, Mumbai as per the stipulated timelines.
By Order of the Board of Directors
Thane, May 24, 2022 Membership No. FCS 7048
Registered Office:
Hiranandani Estate, Thane (West) - 400 607
CIN: L24210MH1958PLC011173
29
ANNEXURE TO NOTICE:
Information on Directors seeking re-appointment as required under Regulation 36(3) of the SEBI Listing
Regulations and Secretarial Standards-2 issued by the Institute of Company Secretaries of India:
Dr. Thomas Hoffmann (DIN: 06485949) Disclosure of relationships with other Key
Dr. Thomas Hoffmann (Age: 51 years) who retires by Managerial Personnel:
rotation being eligible has offered his candidature for None of the Key Managerial Personnel or their relatives
re-appointment. are in any way related to Dr. Thomas Hoffmann.
Qualification: Number of Board meetings attended during the

Dr. Hoffmann has studied Business Administration year:
with specialization in Finance & Controlling and Audit. 6 (six)
Brief Profile / Experience / Nature of Expertise in Names of listed entities in which he holds
Functional Area: directorships and memberships of Committees of
Dr. Thomas Hoffmann joined Bayer AG in 2001 as the Board:
a manager in Corporate Controlling. In 2003 he took He does not hold directorships in any listed entity
over responsibilities in Corporate Accounting. In 2005 except Bayer CropScience Limited.
he moved to Tokyo as Head of Financial Reporting
and later Head of Enterprise Accounting and Reporting He does not hold any memberships in any listed entity
for the Bayer Group in Japan. Thereafter, he returned except Bayer CropScience Limited.
to Bayer AG, Corporate Finance to take on the role
Names of listed entities in which he holds
of Head of Structured Finance from 2008 up to 2013.
Chairmanships:
In February 2013, Dr. Hoffmann assumed the role of
Chief Financial Officer, South Asia in Mumbai. After that, He does not hold Chairmanships in any listed entity,
he moved to Shanghai in 2016 as Chief Financial including Bayer CropScience Limited.
Officer, Greater China. Dr. Hoffmann joined Bayer AG
again as Head of Treasury as of September 2019. Names of the listed entities from which he has
resigned in the past 3 (three) years:
Terms and conditions of re-appointment: NIL.
Dr. Thomas Hoffmann was appointed as an Additional
Director – Non-Executive Non-Independent, on the Shareholding in the Company:
Board with effect from September 16, 2019 and his He does not hold any shares in the Company.
appointment was regularized at the AGM held on
August 7, 2020. He shall also be liable to retire by rotation. The following explanatory statement pursuant to
Section 102(1) of the Companies Act, 2013 sets out
Details of remuneration sought to be paid: all material facts relating to the business mentioned
No remuneration is being paid to Dr. Thomas Hoffmann, in Item No. 4 to 7 in the accompanying notice:
Non-Executive Non-Independent Director of the
Company. Item No. 4:
Pursuant to the provisions of Section 139 of the
Remuneration last drawn:
Companies Act, 2013 read with the applicable rules
Not Applicable. framed thereunder, M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, having ICAI Firm Registration
Date of first appointment on the Board: No. 117366W/W-100018, the present Statutory
Dr. Thomas Hoffmann was appointed as an Additional Auditors of the Company complete their first term of 5
Director – Non-Executive Non-Independent, on the (five) years at the ensuing 64th Annual General Meeting
Board with effect from September 16, 2019. of the Company.
The said Auditors have consented to their
Disclosure of relationships between directors re-appointment as Statutory Auditors and have
inter-se: confirmed that if re-appointed, their re-appointment will
None of the Directors or their relatives are in any way be in accordance with Section 139 read with Section
related to Dr. Thomas Hoffmann. 141 of the Companies Act, 2013.
30
Notice
Disclosures pertaining to re-appointment of in the Register of Members reside, if approved by a

M/s. Deloitte Haskins & Sells LLP, Chartered Special Resolution passed at a general meeting of the
Accountants as Statutory Auditor as per regulation Company.
36(5) of the SEBI Listing Regulations:
The Members of the Company at the Annual General
(i) Proposed fees payable to the statutory auditor Meeting held on June 15, 2007, had approved the
- M/s. Deloitte Haskins & Sells LLP: Register of Members and other returns / documents,
The remuneration payable to the Statutory Auditors etc. to be kept at the premises of TSR Consultants
during the proposed term shall be mutually agreed Private Limited (“TCPL”) (Formerly TSR Darashaw
between the Board of Directors and Auditors. Consultants Private Limited), the Registrar and Share
Transfer Agent (“RTA”) of the Company at 6-10, Haji
(ii) Terms of re-appointment: Moosa Patrawala Industrial Estate, 20 Dr. E. Moses
Pursuant to the provision of Section 139 of the Road, Mahalaxmi, Mumbai - 400 011.
Companies Act, 2013, M/s. Deloitte Haskins
Owing to the shifting of the registered office of TCPL,
& Sells LLP, Chartered Accountants are
approval of the Members is sought by way of a Special
proposed to be re-appointed for a term of 5 (five)
Resolution for keeping the Registers as prescribed
consecutive years from the conclusion of the 64th
under Section 88 of the Act and copies of Annual
Annual General Meeting of the Company till the
Returns under Section 92 of the Act together with the
conclusion of 69th Annual General Meeting of the
copies of certificates and documents required to be
Company to be held in the year 2027.
annexed thereto or any other documents as may be
(iii) Credentials of the statutory auditor and basis required, at the Registered Office of the Company and/
of recommendation for appointment: or at the other places mentioned in the Resolution.
After evaluating and considering various factors The time for inspection of documents, by Members
such as industry experience, competency of or such persons as are entitled to such inspection,
the audit team, efficiency in conduct of audit, will be between 11.00 a.m. to 1.00 p.m. on any
independence, etc., the Board of Directors of the working day of TCPL or by writing to the Company at
Company has, based on the recommendation [email protected], except when the Registers and
of the Audit Committee, at its meeting held on Books are closed under the provisions of the Act or the
May 24, 2022, proposed the re-appointment of Articles of Association of the Company.
M/s. Deloitte Haskins & Sells LLP, Chartered
The Board of Directors recommends the “Special
Accountants, having ICAI Firm Registration No.
Resolution” as set out at Item No. 5 of the accompanying
117366W/W-100018, as the Statutory Auditors of
Notice for the approval of the Members of the Company.
the Company.
None of the Directors or Key Managerial Personnel or

The Board of Directors recommends the
their relatives are in any way concerned or interested
“Ordinary Resolution” as set out at Item No. 4 of
in the passing of this resolution as set out in Item No. 5.
the accompanying Notice for the approval of the
Members of the Company.
Item No. 6:
None of the Directors or Key Managerial Personnel The Board, on the recommendation of the Audit
or their relatives are in any way concerned or Committee, has approved the appointment of
interested in the passing of this resolution as set M/s. D.C. Dave & Co., Cost Accountants, as the
out in Item No. 4. Cost Auditors to conduct the audit of the cost records
of the Company for “Insecticides” for the financial
Item No. 5: year ending March 31, 2023 for a remuneration of
Pursuant to the provisions of Section 94 of the Act, the ` 0.59 Million (Rupees point five nine Million) plus taxes
Register and Index of Members under Section 88 of as applicable and out of pocket expenses incurred
the Act and copies of Annual Returns under Section by them for the purpose of audit for the financial
92 of the Act, are required to be kept at the Registered year 2022-23. A Certificate issued by the above firm
Office of the Company. However, these documents regarding their eligibility for appointment as Cost
can be kept at any other place in India in which more Auditor will be available for inspection by the members
than one-tenth of the total number of members entered as stated in point 21 of the Notes given above.
31
In accordance with the provisions of Section 148 of the threshold provided above, requires approval of the
Companies Act, 2013 read with the Companies (Audit shareholders.
and Auditors) Rules, 2014, the remuneration payable
to the Cost Auditor has to be ratified by the members The Company has a structured process for approval
of the Company. Accordingly, consent of the members of Material RPT in place and on dealing with Related
is sought for passing an Ordinary Resolution as set out Parties, which is documented in its Policy on Related
at Item No. 6 of the Notice. Part Transactions. Necessary details for each RPT
irrespective of the materiality threshold along with
The Board of Directors recommends the “Ordinary the justification are provided to the Audit Committee
Resolution” in relation to the ratification of the
for their decision. In accordance with the change
remuneration payable to M/s. D.C. Dave & Co., Cost
in materiality threshold and the Company’s revised
Accountants, for the Cost Audit.
‘Policy on Related Party Transactions’, the transaction
None of the Directors or Key Managerial Personnel or as per the details given below is being placed before
their relatives are in any way concerned or interested the members for their approval.
in the passing of this resolution as set out in Item No. 6.
Bayer AG is the ultimate holding company of Bayer
Item No. 7: CropScience Limited. The Company being part of the
Pursuant to the provisions of Section 188 of the Bayer Group, transacts with Bayer AG for purchase
Companies Act, 2013 (‘Act’), transactions with related and sale of goods, among others. The Company’s
parties which are on an arm’s length basis and in the Association with Bayer AG helps it to access scientific
ordinary course of business, are exempted from the know-how and benefit from being part of Bayer’s global
obligation of obtaining prior approval of shareholders. supply chain. These transactions in turn help the
Regulation 23 of Securities and Exchange Board of Company to shape agriculture through breakthrough
India (Listing Obligations and Disclosure Requirements) innovation for the benefit of farmers and consumers.
Regulations, 2015 (Listing Regulations), mandates prior
The Shareholders have approved the RPT to the extent
approval of the shareholders through ordinary resolution
of ` 18,000 Million at the Annual General Meeting
for all ‘material’ Related Party Transactions (“Material
dated August 23, 2017. The Company has existing
RPT”) with effect from April 01, 2022. For this purpose,
transactions/contracts/arrangements/agreements with
a transaction with a Related Party shall be considered
‘material’, if such transaction(s) to be entered into Bayer AG which are at present within the materiality
individually or taken together with previous transactions thresholds as prescribed by the Listing Regulations
during a financial year, exceed ` 1,000 Crore or 10% of and approved by the Members. The value of such
the annual consolidated turnover of the Company as per transactions in the financial year 2021-22 was ` 16,697
the last audited financial statements of the Company, Million.
whichever is lower. Considering its future growth plans, the Company is
SEBI, vide its circular dated March 30, 2022, has approaching the members for approval of Material
clarified that a RPT approved by the Audit Committee RPTs with Bayer AG, which may exceed the existing
prior to April 01, 2022, which continues beyond this threshold limits (` 18,000 Million) and the limits as
date and if it becomes material as per the materiality prescribed under the Listing Regulations.
32
Notice
Details of Material Related Party Transaction

Sr. Particulars Information
No.
1. Name of Related Party Bayer AG
2. Name of the Director or Key Managerial Personnel who None
is related, if any
3. Nature of Relationship of the Related Party with the Related Party as per Section 2(76) of the
Company, including nature of its concern or interest Companies Act, 2013
(financial or otherwise)
4. Type, material terms and particulars of the proposed Purchase of goods, sale of goods, recoveries,
transaction Professional and Support Charges and other
obligations, if any.
5. Tenure of proposed transaction Transactions for a duration of 5 (five) financial
years commencing from financial year
2022-23 to financial year 2026-27
6. Monetary Value of the proposed transaction Not exceeding ` 30,000 Million in each
financial year
7. Following additional disclosures to be made in case loans, inter-corporate deposits, advances or
investments made or given
a Details of the source of funds in connection with the NA
proposed transaction
b Where any financial indebtedness is incurred to make NA
or give loans, inter-corporate deposits, advances or
investments
• nature of indebtedness;
• cost of funds; and
• tenure
c Applicable terms, including covenants, tenure, interest NA
rate, repayment schedule, whether secured (nature of
security) or unsecured
d Purpose for which funds will be utilized by the ultimate NA
beneficiary pursuant to the RPT
8. Whether the transaction has been approved by the Yes
Audit Committee
9. Whether a summary of the information as stated in Yes
Points (1) to (7) has been provided by the Company’s
Management to the Audit Committee
10. Are the transactions in ordinary course of business Yes
11. Whether the transactions would meet the arm’s length Yes
standard in the opinion of the Company’s Transfer
Pricing consultants
12. Justification as to why the proposed transactions are in The transactions with Bayer AG will help
the interest of the Company the Company to shape agriculture through
breakthrough innovation for the benefit of
farmers and consumers.
13. Percentage of the counter-party’s consolidated turnover 2%*
that is represented by the value of the proposed RPT
14. Percentage of the Company’s annual turnover for the FY 2021-22 - 63%
immediately preceding financial year that is represented FY 2020-21 - 70%
by the value of the proposed transaction
15. Any other information relevant or important for None
the members to make a decision on the proposed
transaction
*Bayer AG follows calendar year i.e. January to December and hence the percentage mentioned above is calculated
considering the turnover for the calendar year 2021.
33
The Board of Directors is of the opinion that the Modification’ in the proposed transaction, as defined
aforesaid transaction is in the interest of the Company by the Audit Committee as a part of Company’s ‘Policy
and therefore recommends the “Ordinary Resolution” on Related Party Transactions’, shall be placed before
as set out in Item No. 7 of the Notice for the approval of the shareholders for approval, pursuant to Regulation
unrelated members by way of an Ordinary Resolution. 23(4) of the Listing Regulations.
The transaction shall also be reviewed/monitored on an None of the Directors or Key Managerial Personnel
annual basis by the Audit Committee of the Company or their relatives are in any way concerned or
and shall remain within the proposed limits as placed interested in the passing of this resolution as set out
before the members. Any subsequent ‘Material in Item No. 7.
By Order of the Board of Directors
Thane, May 24, 2022 Membership No. FCS 7048
Registered Office:
Hiranandani Estate, Thane (West) - 400 607
CIN: L24210MH1958PLC011173
34
Directors’ Report
Directors’ Report
Dear Members,
The Board of Directors are pleased to present the Company’s 64th Annual Report on business and operations,
together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended
March 31, 2022.
Financial Performance
(` in Million)
Particulars 2021-22 2020-21

Revenue from Operations 47,344 42,613
Other Income 546 638
Total Income 47,890 43,251
Profit before Finance Costs, Depreciation and Taxation 8,657 8,755
(Less): Finance Costs (129) (126)
(Less): Depreciation and Amortisation Expense (645) (735)
Profit Before Tax and Exceptional Item 7,883 7,894
Add: Exceptional Items (Refer Note 46 to Financial Statement) 585 51
Profit Before Tax 8,468 7,945
(Less): Tax Expense (2,015) (3,014)
Profit for the year 6,453 4,931
Add: Other Comprehensive Income 29 16
Total Comprehensive Income for the year 6,482 4,947
Add: Retained Earnings at the beginning of the year 21,220 21,898
Amount available for Appropriation 27,702 26,845
Appropriations:
Dividend declared 1,124 1,124
Transfer to General Reserve 495 456
Interim Dividend 5,618 4,045
Dividend The Register of Members will remain closed from

In line with the Dividend Distribution Policy, the Board Saturday, August 06, 2022 till Saturday, August 13,
of Directors have recommended a Final Dividend 2022 (both days inclusive).
of ` 25 per Equity Share of ` 10 each amounting to
` 1,124 Million for the financial year ended March 31, Exports
2022. The Final Dividend is subject to approval of The export Sales for the financial year ended March 31,
the members at the ensuing Annual General Meeting 2022 was ` 1,775 Million as compared to ` 1,736 Million
of the Company. Further, the Special Dividend of during the previous year.
` 125 per Equity Share of ` 10 each amounting to
` 5,618 Million as recommended by the Board of Insurance
Directors was paid on November 30, 2021. Your Company’s assets continue to be adequately
The total Dividend for the financial year 2021-22, insured against various risks like fire, riot, earthquake,
including the proposed Final Dividend, amounts to terrorism and the risk of loss of profits arising due to
` 150 per Equity Share of ` 10 each. these insurable risks also stands insured, amongst
35
other things. In addition, adequate coverage has been internal financial controls are adequate and were
availed to cover public liability, environmental liability operating effectively; and
and product liability claims. The Company has also
6.
proper systems to ensure compliance with the
taken Directors and Officers Liability Insurance Policy.
provisions of all applicable laws have been
Stocks are insured whilst in transit and/or stored in
devised and that such systems were adequate
the warehouses. In addition, all the employees are
and operating effectively.
covered against the risk of loss of life, hospitalisation
and personal accident. COVID-19 Update
Foreign Exchange Management During the period under review, the COVID-19 pandemic
continued to be a challenge and India grappled with
The Company’s exposure to foreign exchange risk the devastating second wave. BCSL brought Bayer’s
comprises the risk of fluctuations of a foreign currency vision of “Health for all, Hunger for none” to life also
versus the local currency. The goal is to reduce during the pandemic. The Company delivered business
the negative impact on the earnings arising from continuity during the pandemic by making seeds
fluctuations in the exchange rates. In this endeavour, and crop protection products available to farmers.
the majority of the forex transactions with group This helped to ensure that the health crisis did not turn
companies are invoiced in rupee terms effective from into a hunger crisis.
January 2018, thereby insulating the Company’s
books from forex volatility. To mitigate the currency The Company’s Crisis Management Team ensured
fluctuations for the balance non-group US dollar seamless cross-functional collaboration for effective
denominated transactions, the net exposure of the COVID-19 management that extended from
Company, if required, is hedged, after taking advantage employees and associates to the entire value chain
of the natural hedge, on fortnightly basis. and our communities. The Company initiated special
COVID-19 policies to create a flexible, workplace
Directors’ Responsibility Statement for employees, provide enhanced medical care
Pursuant to the provisions of Section 134(3)(c) of and insurance facilities and special holistic health
the Companies Act, 2013, (“the Act”) the Board of promotion initiatives. The CSR initiatives in India
Directors, to the best of their knowledge and belief, continued to focus on protecting health by organising
confirm that: vaccination camps, setting up oxygen concentrator
banks, distributing masks, PPE kits and other medical
1.
in the preparation of the annual accounts, the
supplies to frontline healthcare workers, doctors,
applicable accounting standards have been
farmers and local communities.
followed along with proper explanation relating to
material departures, if any; During the year, the Company received the most
2.
appropriate accounting policies have been prestigious Global Safety Performance award from
selected and applied consistently and such Bayer Global in November 2021 for its effective
judgements and estimates have been made that COVID-19 management. The Company’s efforts were
are reasonable and prudent so as to give a true also featured in a COVID-19 industry compendium as
and fair view of the state of affairs of the Company a best practice.
as at March 31, 2022 and of the profit of the
Health, Safety & Environment (“HSE”)
Company for the financial year ended March 31,
2022; The Company aspires to make an impact in
sustainability that helps people and our planet thrive
3. proper and sufficient care has been taken for the along relevant Environment, Social and Governance
maintenance of adequate accounting records in (ESG) topics. Our Sustainability, Safety, Health and
accordance with the provisions of the Companies Environment (“SSHE”) ambition is making Bayer the
Act, 2013 for safeguarding the assets of the healthiest and safest place to work while protecting our
Company and for preventing and detecting fraud environment and generating impact in sustainability
and other irregularities; around the world.
4.
the annual accounts have been prepared on a
Your Company respects and cares for the environment
going concern basis;
and the safety, health and wellbeing of people,
5. internal financial controls to be followed by the whether they are employees, contractors, visitors
Company have been laid down and that such or neighbours around the world. The Company
36
Directors’ Report
continuously improves its business processes while The programs under the Company’s Corporate Societal
meeting or exceeding legal and regulatory SSHE Engagement (CSE) function are also aligned with the
requirements and provides an environment for open global objectives of Bayer, while pursuing a long-term,
and transparent communication of SSHE matters and well-planned, multi-stakeholder participatory approach
concerns. The Company recognizes that the skills and result in creating a measurable impact on targeted
involvement of its employees are essential for fulfilling communities.
its SSHE principles and commitments.
Business Responsibility Reporting
The Company’s major sites are certified to various
Regulation 34(2)(f) of the Securities and Exchange
HSE management systems as follows:
Board of India (Listing Obligations & Disclosure
•
ISO 14001:2015 Environmental Management Requirements) Regulations, 2015, inter alia, provides
System: Himatnagar active ingredient formulation, that the annual report of the top 1000 listed entities
filling & packing (FFP) site; Silvassa FFP site and based on market capitalization, shall include a
Shamirpet (Hyderabad) corn seeds processing site Business Responsibility Report (BRR). A separate
Section on Business Responsibility forms part of this
• ISO 45001:2018 Occupational Health and Safety
Annual Report.
Management System: Shamirpet corn seeds
processing site and R&D breeding site at Bengaluru Human Resources
By implementing these management systems, the People potential continues to be a strategic pillar
sites foster a culture of continual improvement using for BCSL and the organisation remains committed
the PDCA model (Plan-Do-Check-Act) in collaboration to enable its employees to continuously focus on
with our internal and external stakeholders. their growth in knowledge and skill development.
“LIFE” (Leadership, Integrity, Flexibility and Efficiency)
Led by the objective to create awareness amongst
our values, continue to guide the right kind behavior
employees and to engage them for SSHE programs,
and attributes as we passionately work towards our
the World Environment Day, India National Safety
vision ‘Health for all, Hunger for none’.
Week, Road Safety Week, International Self-Care
Day and Bayer Health and Safety Day are celebrated The Company strives to provide fair treatment at
across the Company. In addition, BCSL imparts all workplace, a transparent and equitable compensation
required onsite training and defensive driver training to system, flexible work timings, and an environment that
take care of our employees when at our sites and on ensures health and well-being. Aligning itself to the
the road. The Company also ensures safe operations Group’s global human resources strategy, BCSL has
in its value chain by periodically reviewing and creating structured its people philosophy to providing secure
awareness for third party warehouses, suppliers and employment and stable incomes, thereby encouraging
contract manufacturers. social cohesion, which enables it to retain the best
employees in the Company.
Corporate Societal Engagement
With a history of 125 years in India and with core Measuring Employee Satisfaction
competencies in the area of agriculture, the Company To map the employee satisfaction levels, BCSL has
provides solutions to some of the world’s most pressing a system of institutionalized feedback discussions
challenges and committed to advancing Indian and Employee Surveys, which enables it to monitor
agriculture and promoting India as a key provider for the effectiveness of its initiatives and accordingly
agricultural solutions globally. improve. To capture the sentiments of the employees,
the Company conducts quarterly pulse surveys, and
Our corporate charitable giving to partners helps
in the third quarter of the financial year, we had an
drive positive societal change supporting our purpose engagement score of 84%.
“Science for a better life” and fueling our vision “Health
for all, Hunger for none”. Fostering Growth
Our initiatives focus on fostering and scaling At the heart of the Company’s Human Resource Policy
meaningful solutions for social health challenges and is its focus on attracting, developing and retaining the
Company’s work in the thematic areas of Agriculture, best employees, and providing them with wide-ranging
and Community Development helps deliver on its career opportunities. To strengthen the talent attraction
social commitments. efforts of the Company, it has now implemented a
37
technology platform which provides a state of art a global framework concept to promote employee
experience to the talents, while they apply for positions health and quality of life (BeWell@Bayer). It also strives
in the organisation. Artificial Intelligence also plays an to provide employees with access to affordable health
important part in the talent attraction efforts and the offerings, such as regular medical check-ups, sports
Company has also invested in an artificial intelligence programs, and on-site medical care. An “Employee
platform to proactively reach out to candidates who Assistance Program” – a fully confidential support
can be looked at current as well as future career system for requirements in the areas of psychological,
opportunities within the Company. marital, financial, and legal advice in personal matters,
In today’s age and in the new normal, growth will be further helps nurture the well-being of the employees.
characterized by learning and the organisation has In the last year, as the Company paid special attention
also launched a portal which brings a variety of learning to welfare during the pandemic, various measures
tools at the fingertips of employees. Employees can were undertaken to support employees. The measures
now decide on a topic and learn more about it through included enhanced insurance coverage, resilience
concepts, video, 2-minute reads etc. and all of this workshops for mental health, delivering masks at
when they choose to. The Company this year also employee’s residences, celebrating Bayer COVID-19
launched a global mentoring tool where employees Heroes, COVID-19 pulse surveys, infrastructure
can nominate themselves as mentors and mentees
assistance for work from home, frequent leadership
and build their perspectives by leveraging the strength
connect etc.
of Bayer’s global multi-cultural network.
In addition to this, to support all the spouses of
In our constant endeavor to build on people’s the employees who succumbed to COVID-19, we
capabilities, two blended learning programs were partnered with an external agency and joined their
also launched for the commercial teams. These two
“Not Alone” initiative. The #NotAlone community was
programs, ACE and STEP UP had virtual masterclasses
launched as a response to the devastating second
and the learning was continued on an app. Providing bit
wave of COVID-19 in May 2021, which saw many
sized learning content through an app, ensured that
women lose their primary breadwinners to the virus.
the Sales colleagues were engaged with the learning
throughout the course duration and also provided the For the women and their families this was a particularly
flexibility to learn at any place, any time. difficult time when they were alone coping with grief,
social challenges, financial insecurities, succession and
Equal Opportunities inheritance processes and faced difficulties in restarting
their lives. The initiative was fueled by generosity and
The Company continues to grow its internal talent
compassion from people who volunteered to be part of
through its internal job board by advertising job
this program. While some needed counseling, others
roles, right up to Management level, via a globally
needed help with getting upskilled, getting jobs or even
accessible platform across the Group, to facilitate
internal movement within and outside of the country. help with getting alternative accommodation. But all
The Company continues to focus on women talent and needed an anchor, who could provide them the safe
amongst the new hires, we have hired almost 28% space, to grieve and be themselves, as they slowly
women. started rebuilding their lives.
Attractive Working Conditions The Key Pillars of the Initiative are:

The Company has a well-crafted compensation policy, 1-1 Anchors: Every woman gets an Anchor who
based on continuous benchmarking and evaluation, remains in touch with her throughout the program and
and voluntarily pays employees on permanent connects her back to the community resources.
employment contracts more than the statutory minimum Grief Counseling: The therapists actively intervene
wage. The compensation concept also includes when women exhibit signs of depression, intense
variable one-time payments. Flexible working hours, emotional disturbance or even suicidal thoughts and
options to work from home, and support in childcare
have provided 1-1 grief counseling.
beyond the statutory requirement combine to provide
a healthy work-life balance to employees. To promote Financial Awareness: #NotAlone provided a helping
good health and ensure safe working conditions, the hand to unravel the financial issues they faced, through
Company has, since the last two years, been following volunteers from the Banking and Financial sector.
38
Directors’ Report
Volunteers also helped women understand how to • Mr. Brian Naber was appointed as an Additional
plan for their short-term and long-term financial goals Non-Executive Non-Independent Director with
through individual and group sessions. effect from January 01, 2022.
In accordance with Regulation 17(1C) of the Securities
Education, Entrepreneurship and Employment:
and Exchange Board of India (Listing Obligations
We try to connect suitable resumes with interested
and Disclosure Requirements) Regulations, 2015,
employers, prepping these women for interviews and
shareholders’ approval for the above-mentioned
facilitating upskilling workshops.
appointment of directors was obtained through Postal
ll these initiatives were based on providing care with
A Ballot with effect from March 19, 2022.
empathy and the employees appreciated it. Further during the year under review, Mr. Rolf Hoffmann,
Executive Director and Chief Financial Officer (CFO)
Awards & Recognition has resigned with effect from August 31, 2021,
The Company has been recognized, once again Mr. Jens Hartmann has resigned with effect from
featured in the 100 Best Companies for Women in December 31, 2021 and Dr. Sara Boettiger has
India and also has been certified as a Great Place to resigned with effect from March 24, 2022. The Board
Work by the Great Place to Work Institute. of Directors placed on record its warm appreciation
for the rich and valuable contributions made by
Mr. Hoffmann, Mr. Hartmann and Dr. Boettiger during
Proposed Divestment of Environmental Science
their tenure as Directors of the Company.
Business
As a part of a global organizational transformational At the forthcoming 64th Annual General Meeting
strategy, Bayer AG decided to globally divest its (AGM) of the Company and in accordance with the
applicable provisions of the Act, Dr. Thomas Hoffmann,
Environmental Science Professional business in
Non-Executive Non-Independent Director retires by
February 2021. With this planned divestment, the
rotation and being eligible offers his candidature for
CropScience division will be able to sharpen its focus
re-appointment as Director of the Company.
on its core agricultural business, accelerate its strategy
implementation and allow the Environmental Science The Independent Directors hold office for a fixed term
Professional business to find the growth resources it of 5 (five) years and are not liable to retire by rotation.
needs under new ownership. In accordance with the provisions of Section 149(7)
Bayer AG decided to sell its Environmental Science of the Act, Mr. Pankaj Patel, Ms. Ketaki Bhagwati,
Professional business to Cinven on March 10, 2022 Mr. Sekhar Natarajan and Dr. Harsh Kumar Bhanwala,
and entered into definitive agreement for the said the Independent Directors of the Company as on
purpose. March 31, 2022 have given their declarations to the
Board that they meet the criteria of independence as laid
The announcement will not have any immediate down under Section 149(6) of the Act and the Securities
impact on our business continuity globally, including and Exchange Board of India (Listing Obligations and
in India and South Asia. Business continuity for the Disclosure Requirements) Regulations, 2015 (“SEBI
Environmental Science Professional business and Listing Regulations”) as amended.
commitment to our customers and stakeholders
remains our key priority. Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act,
Board of Directors the Key Managerial Personnel of the Company as
Based on the recommendation of the Nomination & on March 31, 2022 are Mr. Duraiswami Narain, Vice
Remuneration Committee, the Board of Directors have Chairman & Managing Director and Chief Executive
made the following appointments/re-appointments Officer, Mr. Simon Britsch, Executive Director & Chief
during the year under review: Financial Officer, Mr. Simon Wiebusch, Whole-time
Director and Mr. Nikunjkumar Savaliya, Company
• Mr. Simon Britsch was appointed as an Additional Secretary of the Company.
Executive Director & Chief Financial Officer with
effect from September 01, 2021. Corporate Governance
•
Mr. Simon Wiebusch was appointed as an The Company is committed to maintaining the highest
Additional Whole-time Director with effect from standards of Corporate Governance and ensuring
December 17, 2021. adherence to the Corporate Governance requirements,
39
as set out by the Securities and Exchange Board of Consolidated Policy - Nomination and
India (SEBI). As required by Regulation 34 of the SEBI Remuneration, Board Diversity & Performance
Listing Regulations, a detailed Corporate Governance Evaluation
Report is annexed to this Report. The Company is in The Company has a comprehensive Consolidated
full compliance with the requirements and disclosures Policy for Nomination & Remuneration, Board Diversity
that must be made in this regard. A Certificate from a and Performance Evaluation in place. The said
Company Secretary in whole-time practice, confirming Consolidated Policy lays down the criteria for each of
compliance of the Corporate Governance requirements the responsibilities of the Nomination & Remuneration
by the Company, is annexed with the Corporate Committee (NRC). The NRC shall be guided by the
Governance Report. A Certificate of Corporate said Consolidated Policy while discharging its duties
Governance from the Chief Executive Officer and on behalf of the Company. The Policy is framed in
Chief Financial Officer of the Company, in terms of accordance with the provisions of Section 178 of the
the SEBI Listing Regulations, inter alia confirming the Act and Regulation 19 of the SEBI Listing Regulations.
correctness of the financial statements and cash flow The detailed Policy is available on the Company’s
statements, as well as adequacy of Internal Control website at www.bayer.in.
Measures of the Company, also forms a part of the
Corporate Governance Report. Whistle Blower Policy (Vigil Mechanism)
As a responsible and transparent corporate citizen,
Meetings of the Board BCSL has adopted a Whistle Blower Policy, as part
During the financial year 2021-22, seven Board of its vigil mechanism to provide appropriate avenues
Meetings were convened and held. The details of the to the employees, as well as any third party, to bring
same are given in the Corporate Governance Report. to the attention of the Management, any issue that is
perceived to be in violation of, or in conflict with, the
Audit Committee Code of Conduct, values, principles and beliefs of the
Company. Good Corporate Governance entails that the
During the financial year 2021-22, six Audit Committee
interest of the employees, shareholders and the society
Meetings were convened and held. The composition
in general, is protected at all times. The well-established
of the Audit Committee is given in the Corporate
vigil mechanism at BCSL provides all employees
Governance Report. The Board accepted all the
the opportunity to report, without fear, their concerns
recommendations made by the Audit Committee.
about any unethical conduct, financial malpractices or
any unhealthy practice that may be prevalent in the
Board Evaluation
Company. The employees are encouraged to voice
Pursuant to the provisions of the Act and SEBI Listing their concerns or issues by way of whistle blowing,
Regulations, the Board and Committee Evaluation was and the Company provides them with access to the
carried out during the year, wherein all the members of Audit Committee. The Company through its global
the Board evaluated the Board’s as well as Committee’s mechanism has also provided hotline number(s) and
performance based on various parameters. The said a dedicated weblink www.convercent.com/report for
parameters are based on the Guidance Note on Board reporting such concerns. The Corporate Compliance
Evaluation issued by the Securities and Exchange Team addresses the whistle blower complaints and
Board of India. presents the status of such complaints at the Audit
The Nomination & Remuneration Committee reviewed Committee meetings held on a quarterly basis.
the performance of the individual Directors based The details of the Whistle Blower Policy are explained
on criteria such as constructive inputs in meetings, in the Corporate Governance Report, and also posted
preparedness on the issues discussed at the meetings, on the Company’s website at www.bayer.in.
etc. The results of the evaluation were discussed at the
Nomination & Remuneration Committee Meetings and Code of Conduct
were placed at the Board Meeting for the Chairman’s The Company has in place a Code of Conduct (“Code”)
review. The evaluation process primarily focused on which is applicable to the members of the Board and
the criteria with respect to the overall functioning of the the Senior Management of the Company. The Code
Board as well as the Committees, their composition, lays down the standard of conduct expected to be
governance aspects, etc. The criteria applied in the followed by the Directors and Senior Management
Board evaluation process is explained in the Corporate in their business dealings, and on matters relating to
Governance Report. integrity in the workplace, dealings with stakeholders,
40
Directors’ Report
and in business practices. This Code is intended to approved Internal Audit Plan. Audit observations and
provide guidance to the Board of Directors and Senior follow-up actions are deliberated with the Management
Management of the Company to manage the affairs of of the Company as well as the Audit Committee.
the Company in an ethical manner and is formulated in
accordance with the requirements of the Act and SEBI Internal Financial Controls
Listing Regulations. In line with the regulations laid down in the Companies
All the Board Members and the Senior Management Act, 2013, with respect to control and compliance
employees (as defined in the Code of Conduct) have requirements, the Company has established robust
confirmed compliance with the Code. Internal Financial Controls across various processes
prevalent in the organisation. These controls have
Risk Management Policy been put in place at both, the entity and process levels,
and are designed to ensure compliance to internal
A comprehensive Risk Management Policy, outlining
control requirements, as well as regulatory compliance.
the risk management framework of the Company, is
They also enable appropriate recording of financial and
in place, to provide guidance on identification and
operational information. The Company has reviewed
mitigation of the various risks that the Company may
the effectiveness of its Internal Financial Controls by
face in the conduct of its business.
adopting a systematic approach, which enables it to
The policy covers the following key aspects: assess the design and the operating effectiveness of
• Overview of risk management; these controls.
• Roles and responsibilities of the Board of
Information pursuant to Section 197(12) of the
Directors, Audit Committee, Risk Management
Companies Act, 2013
Committee and other key managerial personnel of
the Company with regards to risk management; The information as prescribed under the provisions
of Section 197(12) of the Companies Act, 2013, read
• Structure and procedure for identification,
with Rule 5(2) of the Companies (Appointment and
escalation and minimization of risks.
Remuneration of Managerial Personnel) Rules, 2014,
The details of the Risk Management Policy are given in is set out as Annexure “D” to the Directors’ Report.
the Corporate Governance Report. However, as per the proviso to Rule 5, the Directors’
Report and the Financial Statements of the financial
Dividend Distribution Policy year ended March 31, 2022 of the Company are being
The Company has formulated its Dividend Distribution sent to the members, excluding the statement giving
Policy based on the parameters laid down by SEBI particulars of employees under Section 197(12).
Listing Regulations. The same is enclosed in Annexure Any member interested in obtaining a copy of such
“F” to the Directors’ Report, and is also available on statement may write to the Company Secretary at the
the Company’s website at www.bayer.in. Registered Office of the Company.
Corporate Social Responsibility Policy Conservation of Energy, Technology Absorption

A brief outline of the Corporate Social Responsibility and Foreign Exchange Earnings and Outgo
(CSR) Policy, and the initiatives undertaken by the The information as required under the provisions
Company on CSR activities during FY 2021-22, is of Section 134(3)(m) of the Companies Act, 2013
set out in Annexure “A” to the Directors’ Report. read with Rule 8(3) of the Companies (Accounts)
The CSR policy is uploaded on the Company’s website Rules, 2014, with respect to Conservation of Energy,
at www.bayer.in. Technology Absorption, Foreign Exchange Earnings
and Outgo related matters is enclosed as Annexure
Internal Control System “B” to the Directors’ Report.
Your Company has an appropriate internal control
system for business processes with regard to its Particulars of Loans, guarantees or investments
operations, financial reporting and compliance with under Section 186 of the Companies Act, 2013
applicable laws and regulations. The Audit Committee During the financial year ended March 31, 2022, the
of the Board of Directors approves the Internal Audit Company did not give any loan, guarantee or provided
Plan and internal audits are conducted at regular security in connection with any loan to any group
intervals across various locations in line with the Company.
41
Related Party Transactions (SS) issued by the Institute of Companies Secretaries

In accordance with the relevant provisions of the of India (SS-1 and SS-2), respectively relating to
Companies Act, 2013 and rules framed thereunder, as meetings of the Board and its Committees and general
well as Regulation 23 of the SEBI Listing Regulations, meetings, which have mandatory application during
the Company has in place a Related Party Transaction the year under review.
Policy. All the transactions entered with related parties
Reporting of Fraud by Auditors
during the year are in accordance with the Related
Party Transaction Policy and are in the ordinary course During the year under review, neither the statutory
of business and at arm’s length. During the year auditors nor the secretarial auditors reported to the
under review, the Board reviewed the Related Party Audit Committee of the Board, under Section 143(12)
Transaction Policy as per the SEBI Listing Regulations of the Act, any instances of fraud committed against
and made relevant changes to bring it in line with the the Company by its officers or employees, the details
various recent amendments. of which would need to be mentioned in the Report.
Information on transactions entered with the related Management Discussion & Analysis Report
parties pursuant to Section 134(3)(h) of the Companies A detailed review of operations, performance and
Act, 2013, read with Rule 8(2) of the Companies future outlook of your Company is given separately
(Accounts) Rules, 2014, as prescribed in Form AOC-2 under the head Management Discussion & Analysis
for the financial year ended March 31, 2022, are given Report.
under Annexure “C” to the Directors’ Report.
Cost Audit
Prevention of Sexual Harassment at Workplace
Pursuant to the provisions of Section 148 of the
Your Company has a policy on prevention of sexual Companies Act, 2013 read with the Companies (Cost
harassment to ensure harassment-free workspace for Records and Audit) Amendment Rules, 2014, the
the employees. Sexual harassment cases are dealt cost audit records maintained by the Company in
as per the Prevention of Sexual Harassment Policy. respect of ‘Insecticides’ are required to be audited.
An Internal Committee (IC) has been set up by the The Directors have, on the recommendation of the
Company to redress complaints received regarding Audit Committee, appointed M/s. D.C. Dave & Co.
sexual harassment. This Policy is applicable to all its to audit the cost accounts of the Company pertaining
employees (permanent, contractual, temporary and to ‘Insecticides’ for the financial year ending March 31,
trainees). 2023. As required under the provisions of the Act,
The following is a summary of sexual harassment the remuneration payable to the Cost Auditor is to be
complaints received and disposed off during financial placed before the Members in the Annual General
year 2021-22: Meeting for ratification. Accordingly, a resolution for
seeking members’ ratification for the remuneration
Particulars Details
payable to M/s. D.C. Dave & Co. is included at Item No.
Number of complaints pending as at
6 of the Notice convening the Annual General Meeting.
the beginning of the financial year
Nil
Number of complaints filed during the Nil Statutory Auditors
financial year M/s. Deloitte Haskins & Sells LLP, Chartered
Number of complaints disposed during Nil Accountants (ICAI Firm Registration No.
the financial year 117366W/W-100018), are the Statutory Auditors of
Number of complaints pending as at Nil the Company, pursuant to the provisions of Section
the end of the financial year 139 of the Companies Act, 2013, and pursuant to their
appointment, the first term of five years as the Statutory
Extract of Annual Return Auditors of the Company shall be completed at the
In accordance with the provisions of Section 92 of ensuing 64th Annual General Meeting of the Company
the Companies Act, 2013, the Annual Return of the and being eligible they can be re-appointed for a further
Company is hosted on the website of the Company at term of 5 (five) years i.e. from the conclusion of the 64th
www.bayer.in. Annual General Meeting till the conclusion of the 69th
Annual General Meeting. Accordingly, a resolution for
Compliance with Secretarial Standards re-appointment of M/s. Deloitte Haskins & Sells LLP
The Board of Directors affirms that the Company has is included at Item No. 4 of the Notice convening the
complied with the applicable Secretarial Standards Annual General Meeting.
42
Directors’ Report
For the year ended March 31, 2022, the Company compliance with the Secretarial Standards specified by
paid a consolidated sum of ` 12 Million to the Statutory the Institute of Company Secretaries of India.
Auditors and all their entities.
Acknowledgements
Secretarial Audit
The Board of Directors wishes to thank the employees
Pursuant to the provisions of Section 204 of the Act of the Company for their exemplary dedication and
and the Companies (Appointment and Remuneration valued contribution, as well as their unwavering
of Managerial Personnel) Rules, 2014, the Board has
support. The Directors would like to express their
appointed M/s. BNP & Associates, a firm of Company
grateful appreciation for the co-operation and
Secretaries in Practice to undertake the Secretarial
Audit of the Company for the financial year ended assistance extended by all the valued stakeholders of
March 31, 2022. The Secretarial Audit Report for the the Company, viz. customers, government authorities,
financial year ended March 31, 2022 is enclosed as financial institutions, banks, shareholders, suppliers
Annexure “E” to this Directors’ Report. The Secretarial and other business associates. The Company also
Audit Report does not contain any qualification, acknowledges the consistent support and guidance of
reservation or adverse remark. The Company is in its promoters.
For and on behalf of the Board of Directors
Pankaj Patel
Chairman
Ahmedabad, May 24, 2022 (DIN: 00131852)
43
ANNEXURE “A”
Annual Report on Corporate Social Responsibility (CSR) Activities
1. Brief outline on CSR Policy of the Company:

As a leader in the agriculture sector, we have the opportunity and the responsibility to shape agriculture
through breakthrough innovation for the benefit of farmers, consumers, and our planet. With our innovative
products, we are contributing to finding solutions to some of the major challenges of our time.
As with our business operations, our social commitment is based on innovation and pioneering spirit, and our
CSR initiatives are aligned to the UN Sustainable Development Goals (SDGs) in the areas of nutrition and
healthcare.
The CSR initiatives of the Company are guided by the vision of “Health for all, Hunger for none” and fueled by
the purpose “Science for a better life” and pursue a long-term, well-planned, multi-stakeholder participatory
approach resulting in a measurable impact on targeted communities.
Our CSR initiatives focus primarily on the following thematic areas:
1. Rural Development
 Capacity Building of Smallholder farmers
 Nurturing & Strengthening Farmer Producer Organizations (FPO’s)
 Empowering Women Self-Help Groups
2. Preventive Healthcare
 Access to health care facilities
 Strengthen awareness on Health, Hygiene & Nutrition
3. Education & Community Engagement

 Supporting Technology Incubators/Start-ups
 Building Scientific Temperament
 Supporting community initiatives
2. Composition of CSR Committee as on March 31, 2022:
Sr. Name of Director Designation / Nature Number of Number of
No. of Directorship meetings of CSR meetings of
Committee held CSR Committee
during the year attended during
the year
1. Mr. Duraiswami Narain, Chairman Vice Chairman & 2 2
Managing Director and
CEO
2. Mr. Pankaj Patel, Member Non-Executive 2 2
Independent Director
3. Ms. Ketaki Bhagwati, Member Non-Executive 2 2
4. Mr. Simon Britsch, Member Executive Director & 2 1
CFO
44
Directors’ Report
3.
The Composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on
the website of the Company and is available at www.bayer.in
4.
Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8
of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report): Not
Applicable
5.
Details of the amount available for set off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any : NIL
6. Average net profit of the Company as per Section 135(5): ` 46,305 Million
7. (a) Two percent of average net profit of the Company as per Section 135(5): ` 126.11 Million
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL
(c) Amount required to be set off for the financial year, if any : NIL
(d) Total CSR obligation for the financial year [7(a)+7(b)-7(c)] : ` 126.11 Million
8. (a) CSR amount spent or unspent for the financial year:

Total Amount Amount Unspent (`)
Spent for the Total Amount transferred to Amount transferred to any fund specified
Financial Year Unspent CSR Account as per under Schedule VII as per second proviso
(` in Million) Section 135(6) to Section 135(5)
Amount Date of Name of the Amount Date of
transfer Fund transfer
126.79 - - - - -
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name of the Item from the list of Local Location of the Project Amount Amount Amount Mode of Mode of
No. Project activities in Schedule VII area project duration allocated spent transferred to Imple- Implementation -
to the Act (Yes/ (In for the in the Unspent CSR mentation Through Implementing
No) Years) project current Account for - Direct Agency
(` in financial the project as (Yes/No)
State District Name CSR
Million) year per Section
Registration
(` in 135(6)
number
Million) (` in Million)
1. Rural (i) Eradicating hunger, No Maharashtra, 1 55.66 55.66 0 No Bayer Foundation India
Development poverty and malnutrition, Karnataka, Bihar, CSR00000641
initiatives - FPO promoting health care Madhya Pradesh,
including preventive Odisha, Jharkhand,
health care and sanitation Chhattisgarh.
including contribution to Nandurbar, Dhule,
the Swachh Bharat Kosh Pune, Osmanabad,
set-up by the Central Raichur, Araria,
Government for the Katihar, Khandwa,
promotion of sanitation Barwani,
and making available Rayagada, Latehar,
safe drinking water; Dumka, Lohardaga,
(x) rural development Narayapur,
projects. Kondagaon
45
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name of the Item from the list of Local Location of the Project Amount Amount Amount Mode of Mode of
No. Project activities in Schedule VII area project duration allocated spent transferred to Imple- Implementation -
to the Act (Yes/ (In for the in the Unspent CSR mentation Through Implementing
No) Years) project current Account for - Direct Agency
(` in financial the project as (Yes/No)
State District Name CSR
Million) year per Section
Registration
(` in 135(6)
number
Million) (` in Million)
2. Promoting CSR Activity, under item No Karnataka, Delhi, 1 12.61 12.61 0 No Bayer Foundation India
Science (ii) Promoting education, Gujarat, Dadra CSR00000641
Education by including special education & Nagar Haveli,
Adoption of Atal and employment enhancing Telangana.
Tinkering Labs vocational skills especially East Delhi,
amongst children, women, Ahmedabad,
elderly and the differently Dadra & Nagar
abled and livelihood Haveli, Bengaluru,
enhancement projects. Hyderabad
3. Comprehensive (i)Eradicating hunger, No Odisha, Madhya 1 17.01 17.01 0 No Bayer Foundation India
Telemedicine poverty and malnutrition, Pradesh, Gujarat, CSR00000641
Solutions promoting health care Maharashtra,
including preventive Karnataka, Bihar,
health care and sanitation Jharkhand,
including contribution to Chhattisgarh,
the Swachh Bharat Kosh Uttar Pradesh,
set-up by the Central Angul, Bhopal,
Government for the Ahmedabad,
promotion of sanitation Mumbai, Bengaluru,
and making available Araria, Bokaro,
safe drinking water. Bastar, Agra.
Total 85.28 85.28 0 - -
46
Directors’ Report
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sr. Name of the Item from the Local Location of the project Amount Mode of Mode of implementation
No. Project list of activities area spent implem- - Through implementing
in Schedule VII (Yes/ for the entation agency
to the Act No) State District project - Direct Name CSR
(` in (Yes/No) registration
Million) number
1. Initiatives (xii) Disaster No Bihar, Maharashtra, Haryana, 35.20 No Bayer CSR00000641
to Combat management, Delhi, Kerala, Tamil Nadu, Foundation
COVID-19 including relief, Gujarat, Uttaranchal, Uttar India
rehabilitation Pradesh, Punjab, Chandigarh,
and West Bengal, Karnataka,
reconstruction Rajasthan, Chhattisgarh,
activities. Andhra Pradesh, Telangana,
Madhya Pradesh, Jharkhand,
Odisha, Jammu and Kashmir,
Assam, Goa, Tripura,
Dadra & Nagar Haveli,
Bokaro, Patiala, Jalandhar,
Srinagar, Bankura, Hugli,
Nashik, Bulandshahr, Bhopal,
Gandhinagar, Bongaigaon,
Alappuzha, Kottayam,
Saraikela-Kharsawan, North
Goa, South Goa, Sangli,
North Tripura, Dibrugarh,
Purba Medinipur, Malappuram,
Jodhpur, Dharwad, Solapur,
Rohtas, Ambala, Mathura,
Bareilly, Nainital, Jalna,
Buldana, Thrissur, Faridabad,
Kamrup, Mumbai Suburban,
Darjiling, Kamrup Metropolitan
Maldah, North Twenty
Four Parganas, Amravati,
Chikmagalur, Sirohi, Salem,
Valsad, Bharuch, Jammu,
Sabar Kantha, Moga, Ludhiana,
Krishna, Bagalkot, Bijapur,
Meerut, Chikkaballapura,
Bengaluru Rural, Dadra & Nagar
Haveli, Rangareddi, Udaipur,
Baksa, Thane, Shamirpet,
Raichur, Aurangabad, Udaipur,
Himatnagar, Rajahmundry,
Bagalkot, Haveri, Silvassa
Total 35.20
(d) Amount spent in Administrative Overheads: ` 6.31 Million
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year [8(b)+8(c)+8(d)+8(e)]: ` 126.79 Million
47
(g) Excess amount for set off, if any

Sr. Particulars Amount
No. (` in Million)
(i) Two percent of average net profit of the Company as per Section 135(5) 126.11
(ii) Total amount spent for the Financial Year 126.79
(iii) Excess amount spent for the financial year [(ii)-(i)] 0.68
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous -
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] -*
*The Company is not setting off the excess amount of `0.68 Million in succeeding financial year.
9. (a) Details of Unspent CSR amount for the preceding three financial years:-
Sr. Preceding Amount Amount Amount transferred to any fund Amount
No. Financial transferred to spent in the specified under Schedule VII as remaining to
Year Unspent CSR reporting per Section 135(6), if any be spent in
Account under Financial Name of Amount Date of succeeding
Section 135 (6) Year (in `) the Fund (in `) transfer financial years
(in `) (in `)
1. 2018-19 Nil (No Unspent CSR Amount)
Total -
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):-
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sr. Project Name Financial Project Total amount Amount Cumulative Status
No. ID of the Year in duration allocated for spent on the amount spent of the
Project which the (in years) the project project in at the end project -
project was (` in Million) the reporting of reporting Completed/
commenced Financial Year Financial Year Ongoing
(` in Million) (` in Million)
- - - - - - - - -
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created
or acquired through CSR spent in the financial year:
(a) Date of creation or acquisition of the capital asset(s): Not Applicable
(b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered,
their address etc.: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the
capital asset): Not Applicable
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per
Section 135(5):
Not Applicable.
For and on behalf of the CSR Committee
Duraiswami Narain Pankaj Patel

Chairman - CSR Committee and Member – CSR Committee and
Vice Chairman & Managing Director and Chairman of Board
Chief Executive Officer (DIN: 00131852)
(DIN: 03310642) Ahmedabad
May 24, 2022 Mumbai
48
Directors’ Report
ANNEXURE “B”
Information as per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for
the financial year ended March 31, 2022
I. Conservation of Energy • Capital Investment for occupancy

(a) Energy conservation measures at plants sensors: ` 0.13 Million
located across India: • Rainwater harvest pond : ` 3.8 Million
•
Worked on process optimization for
• Solar Lights : ` 0.1 Million
various SC products and reduced
Specific Energy consumption by 75
II. Technology Absorption
kWh/KL (15% Reduction) (Himatnagar)
Efforts made towards technology absorption and
•
Converted sodium vapor lights to LED the benefits derived are as under:
light and installed Solar streetlight in
place of sodium vapor lights (Silvassa) 1. Specific Areas:
• Solar Tubes (not solar panels) for roof As a leader in Innovation and Excellence,
tops to make day lighting in warehouses BCSL continues to provide novel, innovative
and processing plant power free, which and effective crop protection products and
results in saving of 15kW per day solutions, greatly benefitting the Indian
(Shamirpet) farming community, to keep pace with
the dynamic scenario and enhance food
• Replaced 25 old Chlorofluorocarbon
productivity. The Company is also carrying
(CFC) based split air conditioners
(1.5 TR) with latest ozone friendly out research activity for development and
Hydrofluorocarbon (HFC) based energy introduction of new products in the area of
efficient central Heating, Ventilation, public health for vector control to prevent
and Air Conditioning (HVAC) systems dreaded diseases like malaria, dengue etc.,
with automatic climate control in Quality and for household hygiene purpose. As a
Testing (QT) building which save power part of ongoing research and development
by about 30kW per day (Shamirpet); and activities, the Company is evaluating number
of early phase compounds which are under
• All workspaces in renovated QT building global development and with the prospect of
were fixed with occupancy sensors to introduction of some promising compounds in
reduce power wastage (Shamirpet) India. Further, new molecules and mixtures
are also being evaluated for use in variety of
(b) Capital Investments on Energy/Water agricultural and horticultural crops, covering a
conservation equipment: wide spectrum of pest and disease segments
• Replaced air conditioner with 5 star and Public Health and Hygiene purposes, to
rated Invertor Type air conditioner which assess the suitability of product for marketing
reduces the electrical consumption business.
• Installed new filling machine to reduce
energy consumption and increase in Crop Protection:
output optimizing shift operations: ` 10.5 During the year under review, the Company
Million conducted 857 field trials in 27 crops, including
major field crops and horticultural crops, testing
• Capital Investment for solar tubes: ` 2.2
more than 60 products. These products are
Million
early stage crop protection innovations along
• Capital investment for new HVAC with biologics, plant growth regulators and
systems: ` 18.5 Million nutrient complex, which will help in effective
49
management of insects, diseases and weeds, insecticides, one fungicide and three herbicide
and in securing higher yields in the coming products. The insecticide and fungicide
years. These experiments will help the products will help Indian farmers in effective
Company to develop comprehensive plant management of economically important pests
health approaches and equip farmers with and diseases in rice crop and the herbicide
tools to manage emerging pest complexes. products will offer effective solution for the
management of weeds in wheat crop.
During the year, the Company has secured
the registration for the novel product ‘Vayego’ Besides this, 16 new applications for label
(Tetraniliprole 18.18% SC) and successfully extensions of existing key products were
launched the product for the management submitted for approval on various crops like
of insect pests. Tetraniliprole is a novel tea, pomegranate, tomato, brinjal, onion,
insecticide discovered and developed by soybean, groundnut, wheat etc.
Bayer AG. It belongs to the new chemical
With the focus on improving productivity,
class of anthranilic diamides and the product
quality of the produce and return on investment
is registered in India for use as a foliar spray
of farmers, the Company is developing
for the control of Stem Borer and Leaf Folder
package solution from ‘seed to harvest’ in
in Rice and Girdle beetle, Spodoptera and
key agriculture and horticulture crops like
Semi looper in Soybean crops. The product
rice, cotton, fresh fruits and vegetables.
provides a modern pest management solution
The Company continuously provides
to rice and soybean farmers.
guidance and inputs to the farming community

The Company also successfully secured on safe and judicious use of pesticides
registration and launched the product Egnitus through various Stewardship and Sustainable
110 SC (Cyclanilide 2.10% + Mepiquat Agriculture projects. The Company also
Chloride 8.40% SC) in Cotton. Egnitus 110 SC supports a helpline dedicated to the
is a plant growth regulator and offers unique farming community with the aim to help them
benefits in cotton by reducing unwanted seek clarifications on appropriate use of
vegetative growth in the plant. its products.

The above two novel formulations are Environmental Science:
manufactured in the state-of-the-art
During the year, the Company has secured
manufacturing facility of the Company.
registration approval of key product ‘Maxforce

BCSL was also successful in obtaining Fusion’ (Imidacloprid 2.15% w/w Gel) for
several approvals for extending the use of household use. This ready to use novel bait
existing products in other crops: ‘Belt Expert’ formulation offers an effective tool for control
against insect pests of rice, ‘Fame’ against of both nymphs and adult cockroaches,
insect pests of maize, gherkin and cardamom, commonly found in the food handling areas of
‘Movento’ against insect pests of okra, ‘Infinito’ household and commercial premises.
against diseases of cucumber, ‘Gaucho’ and
‘Evergol Xtend’ for seed treatment in wheat Seeds (Corn):
and cotton. Bayer made significant progress in India in
understanding micro environmental growing
The Company has also complied with the
conditions across India by deploying latest
requirement of National Maximum Residue
satellite or drone-based technologies. For this
Limits fixation in crops (food commodities), a
purpose, Bayer began installing more than
prerequisite for registration, and introduction of
100 Arable devices across India under a new
new agrochemical products or for introduction
project called “Digital Twin”. Automation and
of existing products on new crops.
mechanization enhancement in field testing
Further, in order to continue to provide led to faster data return and improved data
innovative and effective solutions to the quality. Mechanization in nursery operations
farmers, the Company has submitted led to improved efficiency and optimization
applications for registration of two innovative of resources.
50
Directors’ Report
Bayer is working on artificial intelligence maturity product with good standability

driven breeding methodologies that will and wider adaptability
reduce the time to launch new products.
• DKC7204 for Kharif markets of Uttar
BCSL began investing in the development of Pradesh, Madhya Pradesh, Bihar,
SSC (Short Stature Corn) germplasm through Jharkhand, Himachal Pradesh &
forward and backcross breeding approach. Rajasthan
SSC corn hybrids are believed to be more
VIC promoted to the next stage 13 out 14
resistant to lodging, adaptable to higher
hybrids that the Company submitted for initial
densities, efficient in nitrogen use and water
varietal testing (IVT) under AICRP (All India
conservation.
Coordinated research project for Maize).
BCSL developed a genomic model using
The Company partnered with International
historical proprietary hybrid testing data
Maize and Wheat Improvement Center
of the last 10 years to select germplasm
(CIMMYT) for testing pooled products, from
that is resilient to climate (heat tolerance).
both private and public organizations, in new
The objective was to enable scientists to select
geographies to promote maize cultivation,
and test the hybrids which can withstand high
which will offer better profitability.
heat condition and yield better.
BCSL put additional efforts in the area of 2. Future Plans:
plant health, considering uncertain weather
India’s membership to the Organization for
and growing agro-climatic challenges faced Economic Co-operation & Development (OECD)
by Indian farmers, to protect yield and to is resulting in regulatory data harmonization/
enhance resistance in germplasm. acceptance and helping to move towards

During the year under review, BCSL regulatory data protection. In future, the Company
deployed 5 Corn hybrids (DKC8225, plans to introduce high technology products in
DKC9232, DKC8211, DKC9226 & DKC9228) the country.
and commercially launched 5 Corn hybrids Expenditure on Research and Development
(DKC9217, DKC9208, DKC9210, DKC8209
(` in Million)
& DKC7204). DKC9210 was developed
using GWS-DH (Genome wide selection – Di (a) Capital 212
Haploid) technology. DKC7204 was identified (b) Recurring 749
for zone 3 by the Goverment of India Varietal (c) Total 961
Total R&D Expenses are 2 % of the
Identification Committee (VIC).
Revenue from Operations
The details of new launches are given below:
III. Foreign exchange earnings and outgo
• DKC9217 for Rabi markets of South &
East. It offers high yield, good stalk rot (i) Information relating to exports is contained in
tolerance and standability the Directors’ Report.
•
DKC9210 for Rain fed and irrigated (ii) Total foreign exchange utilised and earned:
markets of Maharashtra. It offers high Particulars (` in Million)
yield, better shelling quality and grain Value of imports on C.I.F. Basis 609
color Expenditure in Foreign Currency 645
Earnings in Foreign Exchange
• DKC9208 for spring market. It offers long
Export of Goods calculated on 934
cobs, better stalk quality and high yield FOB Basis
• DKC8209 for Kharif markets of Rajasthan Recoveries from Group 531
and Madhya Pradesh. It is a medium Companies
51
ANNEXURE “C”
FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134
of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties
referred to in Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third
proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
The Company has not entered into any contract or arrangement or transactions with its related parties which
is not at arm’s length during the financial year 2021-22.
2. Details of material contracts or arrangements or transactions at arm’s length basis:

The Company has entered into contracts with the related parties which are material in nature, the details of
the said material contracts and the information required are as given below:
(I)
Name of the Related Party and nature of relationship Bayer AG is the ultimate holding Company of BCSL.
Nature of contracts/arrangements/transactions Purchase of goods, sale of goods, recoveries,
professional and support charges incurred and other
incidental services.
These transactions are in the ordinary course of
business and are conducted on an arm’s length basis.
Duration of contracts/arrangements/transactions Ongoing contracts
Salient terms of the contracts or arrangements or Purchase of goods, sale of goods, recoveries,
transactions including the value, if any professional and support charges incurred and other
incidental services.
Date of approval by the Board, if any Not applicable, since the transaction is in the ordinary
course of business and at arm’s length
Amount paid as advances, if any Nil
Pankaj Patel
Chairman
52
Directors’ Report
ANNEXURE “D”
Statement of Disclosure of Remuneration under Section 197 of the Companies Act,

2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
a. Ratio of the Remuneration of each Executive Director to the Median Remuneration of the Employees
of the Company and Percentage increase in Remuneration of each Director, Chief Financial Officer,
Chief Executive Officer and Company Secretary as on March 31, 2022:
Sr. Name of the Director/ Designation Ratio of remuneration Percentage

No. KMP of each Executive increase in
Director to median of remuneration
remuneration of
Employees*
1. Mr. Duraiswami Narain Vice Chairman & 95:1 3.5%
Managing Director and
Chief Executive Officer
2. Mr. Rolf Hoffmann Executive Director & 15:1 10.9%
Chief Financial Officer
(till August 31, 2021)
3. Mr. Simon Britsch Executive Director & 30:1 **
Chief Financial Officer
(w.e.f. September 1, 2021)
4. Mr. Simon Wiebusch Whole-Time Director 18:1 ***
5. Mr. Nikunjkumar Savaliya Company Secretary 5:1 6.3%
*The total remuneration for Executive Directors excludes:
(a) provision of ` 57.62 Million made towards payment of unvested Long-Term Incentive payable to the Executive Directors of the
Company; and
(b) payment of ` 31.56 Million made by the Company on behalf of Bayer CropScience LP and later reimbursed by Bayer CropScience
LP to the Company.
**Mr. Simon Britsch was appointed with effect from September 01, 2021, during the course of last year and hence no remuneration
increase is applicable.
***Mr. Simon Wiebusch was appointed with effect from December 17, 2021, during the course of last year and hence no remuneration
increase is applicable.
b. The percentage increase in the median remuneration of employees in the financial year:
6.3%
c. The number of permanent employees on the rolls of the Company:

1,318
d. Average Percentile increase already made in the salaries of employees other than the managerial
personnel in last financial year and comparison with percentile increase in the managerial remuneration
and justification thereof:
The Average annual increase for Managerial grade and Non-Managerial grade was 6.3%.
e. Affirmation that the remuneration is as per remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.
53
ANNEXURE “E”
FORM NO. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2022
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, We hereby report that in our opinion, during the audit

The Members, period covering the financial year ended on March 31,
Bayer CropScience Limited, 2022, the Company has:
(i)
Complied with the statutory provisions listed
Hiranandani Estate,
hereunder, and
Thane West,
Thane 400607. (ii) Board-processes and compliance mechanism in
place to the extent, in the manner and subject to
We have conducted the Secretarial Audit of
the reporting made hereinafter.
the compliance of applicable statutory provisions
and the adherence to good corporate The members are requested to read this Report, along
practices by Bayer CropScience Limited with our letter of even date annexed to this report as
[CIN: L24210MH1958PLC011173] (hereinafter called Annexure- A.
the “Company”) for the audit period from April 1,
2021 to March 31, 2022 (‘audit period’/ ‘period under 1. Compliance with specific statutory
review’). provisions
We further report that:
We conducted the Secretarial Audit in a manner that
1.1
We have examined the books, papers,
provided us a reasonable basis for evaluating the
minute books and other records maintained
Company’s corporate conducts / statutory compliances
by the Company and the forms, returns,
and expressing our opinion thereon.
reports, disclosures and information filed or
We are issuing this report based on: disseminated during the year according to the
applicable provisions/clauses of:
(i) our verification of the books, papers, minute books,
i. The Companies Act, 2013 (“the Act”) and
soft copy of the various records sent over mail
the Rules framed thereunder;
as provided by the Company and other records
maintained by the Company and furnished to us, ii.
The Securities Contracts (Regulation)
forms/returns filed and compliance related action Act, 1956 and the Rules framed
taken by the Company during the financial year thereunder;
ended March 31, 2022 as well as before the issue iii.
The Depositories Act, 1996 and the
of this report, Regulations and Bye-laws framed
(ii) Compliance Certificates confirming Compliance thereunder;
with all laws applicable to the Company given by iv.
Foreign Exchange Management Act,
Key Managerial Personnel / Senior Managerial 1999 and the Rules and Regulations
Personnel of the Company and taken on record made thereunder to the extent of Foreign
by Audit Committee / Board of Directors, and Direct Investment;
(iii)
Representations made, documents shown, and v. The following Regulations and Guidelines
information provided by the Company, its officers, prescribed under the Securities and
agents, and authorized representatives during our Exchange Board of India Act, 1992
conduct of Secretarial Audit. (“SEBI Act”): -
54
Directors’ Report
a) The Securities and Exchange Board and SS-1 [paragraph 1.1(vi)] with
of India (Substantial Acquisition of regard to the Board meeting and
Shares and Takeovers) Regulations, Committee meetings held through
2011; video conferencing during the review
b)
The Securities and Exchange period were verified based on the
Board of India (Prohibition of Insider minutes of the meeting provided by
Trading) Regulations, 2015; the Company.
c) The Securities and Exchange Board 1.3

We are informed that, during the year, the
of India (Registrars to an Issue and Company was not required to initiate any
Share Transfer Agents) Regulations, compliance related action in respect of the
1993 regarding the Act and dealing following laws/rules/regulations/standards,
with client; and and was consequently not required to maintain
d)
Securities and Exchange Board any books, papers, minute books or other
of India (Listing Obligations records or file any forms/returns thereunder:
and Disclosure Requirements) i.
Foreign Exchange Management Act,
Regulations, 2015 (“LODR”). 1999 and the Rules and Regulations
vi.
Secretarial Standards issued by The made thereunder to the extent of
Institute of Company Secretaries of India Overseas Direct Investments and
(“Secretarial Standards”). External Commercial Borrowings;
1.2
During the period under review, and also ii. The following Regulations and Guidelines
considering the compliance related action prescribed under the SEBI Act: -
taken by the Company after March 31, 2022,
a)
The Securities and Exchange
but before the issue of this report, the Company
Board of lndia (lssue of Capital
has, to the best of our knowledge and belief
and Disclosure Requirements)
and based on the records, information,
Regulations, 2018;
explanations and representations furnished
to us : b) The Securities and Exchange Board
i. Complied with the applicable provisions/ of lndia (lssue and Listing of Debt
clauses of the Act, Rules and SEBI Securities) Regulations, 2008;
Regulations mentioned under c) The Securities and Exchange Board
sub-paragraphs (ii), (iii) and (v) of of lndia (Share Based Employee
paragraph 1.1 above. Benefits) Regulations, 2021;
ii. Complied with the applicable provisions/ d) The Securities and Exchange Board
clauses of: of lndia (Delisting of Equity Shares)
a) The Act and rules mentioned under Regulations, 2021 and
paragraph 1.1 (i); and e) The Securities and Exchange Board
b)
The Secretarial Standards on of lndia (Buyback of Securities)
meetings of the Board of Directors Regulations, 2018.
(SS-1) and Secretarial Standards on
General Meetings (SS-2) mentioned 1.4 Based on the nature of business activities of
under paragraph 1.1 (vi) above to the the Company, the following Acts and Rules
extent applicable to Board meetings were specifically applicable to the Company,
and Committee meetings held during which has been duly complied with:
the review period and the 63rd Annual
- the Insecticides Act, 1968 and the
General Meeting (“AGM”) held on
Insecticides Rules, 1971; and
August 12, 2021. The Compliance
of the provisions of the Rules made - the Seeds Act, 1966 and the Seeds
under the Act [paragraph 1.1(i)] Rules, 1968.
55
2. Board processes vi.

Resignation of Mr. Jens Hartmann
We further report that (DIN: 08338494) as the Non-Executive
Director of the Company with effect from
2.1 The Board of Directors of the Company as on
December 31, 2021.
March 31, 2022, comprised of:
i. Three Executive Directors; vii. Appointment of Mr. Simon Britsch (DIN:
09194547) as the Executive Director and
ii. Two Non-Executive Non-Independent Chief Financial Officer of the Company
Directors; and for a period of five years commencing
iii. Four Non-Executive Independent from September 01, 2021, approved by
Directors, including a Woman the Shareholders vide Postal Ballot with
Independent Director. effect from March 19, 2022.
2.2
The processes relating to the following viii.
Appointment of Mr. Simon Wiebusch
changes in the composition of the Board of (DIN: 08335591) as an Additional Director
Directors during the year were carried out in and the Whole-Time Director of the
compliance with the provisions of the Act and Company with effect from December 17,
LODR: 2021, approved by the Shareholders vide
i. Re-appointment of Dr. Thomas Hoffmann Postal Ballot with effect from March 19,
(DIN: 06485949), as a Director of the 2022.
Company, liable to retire by rotation at
ix.
Appointment of Mr. Brian Naber (DIN:
63rd AGM.
09115300) as the Non-Executive
ii.
Appointment of Dr. Harsh Kumar Non-Independent Director of the
Bhanwala (DIN: 06417704) as the Company w.e.f January 01, 2022,
Non-Executive Independent Director approved by the Shareholders vide
of the Company, for a period of five (5) Postal Ballot with effect from March 19,
consecutive years commencing from 2022.
August 12, 2021 upto August 11, 2026,
and has been approved by Shareholders x.
Resignation of Dr. Sara Boettiger
at 63rd AGM. (DIN: 09012747) as the Non-Executive
Non-Independent Director of the
iii. Appointment of Dr. Sara Boettiger (DIN: Company with effect from close of
09012747) as the Non-Executive Director
business hours of March 24, 2022.
of the Company, liable to retire by rotation
with effect from February 12, 2021 and 2.3 Adequate notice was given to all Directors of
has been approved by Shareholders at the Company to schedule the Board Meetings
63rd AGM. (including Committees), Agenda and detailed
notes on Agenda were sent at least 7 (seven)
iv. Re-appointment of Mr. Pankaj Patel
(DIN: 00131852) as the Non-Executive days in advance, and where the same were
Independent Director of the Company, given at shorter notice than seven days, more
not liable to retire by rotation, for a than one Independent Director was present at
second term of five consecutive years the Board Meeting as required under Section
commencing from September 12, 2021 173(3) of the Act and Secretarial Standard
upto September 11, 2026 at 63rd AGM. related to Board Meetings.
v. Resignation of Mr. Rolf Hoffmann (DIN: 2.4 A system exists for Directors to seek and
08460583) as Executive Director and obtain further information and clarifications on
Chief Financial Officer of the Company the Agenda items before the meetings and for
with effect from August 31, 2021. their meaningful participation at the Meetings.
56
Directors’ Report
2.5 Decisions at the Meetings of the Board Board at its meeting dated October 13, 2021, has
of Directors of the Company were carried approved the sale of its Traded Seeds business
through on the basis of majority. There were relating to Cotton, Millet, Mustard and Sorghum
no dissenting views by any member of the crops (“Crops”) along with real estate property
Board of Directors during the Audit Period. owned by the Company at Patancheru, Telangana,
to Crystal Crop Protection Limited on a slump sale
3. Compliance mechanism basis for a total consideration of ` 620 Million.

There are reasonably adequate systems and
processes in the Company, commensurate with
the Company’s size and operations, to monitor For BNP & Associates
and ensure compliance with applicable laws, Company Secretaries
rules, regulations and guidelines. [Firm Regn. No. P2014MH037400]
PR No. 637/2019
4. Specific event(s)/action(s)
During the year, no specific event(s)/action(s) Avinash Bagul
having a major bearing on the Company’s affairs Partner
took place, in pursuance of the above referred Place: Mumbai FCS 5578 / CP No. 19862
laws, rules, regulations and standards. Date: May 24, 2022 UDIN: F005578D000367005
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral
part of this report.
57
Annexure A to the Secretarial Audit Report
To,
The Members,
Our Secretarial Audit Report of even date is to be read along with this letter.
1. The Company’s management is responsible for maintenance of secretarial records and compliance with the
provisions of corporate and other applicable laws, rules, regulations and standards. Our responsibility is to
express an opinion on the secretarial records produced for our audit.
2. We have followed such audit practices and processes as we considered appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial records.
3. While forming an opinion on compliance and issuing this report, we have also considered compliance related
action taken by the Company after March 31, 2022, but before the issue of this report.
4. We have considered compliance related actions taken by the Company based on independent legal /
professional opinion obtained as being in compliance with law.
5. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are
reflected therein. We also examined the compliance procedures followed by the Company on a test basis.
We believe that the processes and practices we followed, provides a reasonable basis for our opinion.
6. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
Company.
7. We have obtained the management’s representation about the compliance of laws, rules and regulations and
happening of events, wherever required.
8. Our Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
For BNP & Associates

Company Secretaries
[Firm Regn. No. P2014MH037400]
PR No. 637/2019
Avinash Bagul
Partner
Place: Mumbai FCS 5578 / CP No. 19862
Date: May 24, 2022 UDIN: F005578D000367005
58
Directors’ Report
ANNEXURE “F”
Dividend Distribution Policy
Background and applicability • Liquidity position and future cash flows needs.
This policy is being adopted and published in compliance • Fund requirements to finance the working capital
with Securities and Exchange Board of India (Listing
needs of the business.
Obligations and Disclosure Requirements) (Second
Amendment) Regulations, 2016. SEBI via its notification • Opportunities for investments of the funds of the
dated July 8, 2016 introduced a new regulation 43A Company to capture future growth in the industry,
which prescribes that the top five hundred listed e.g. capital expenditure, etc.
entities based on market capitalization (calculated as
on March 31 of every financial year) shall formulate a •
Funding requirements for any organic and
dividend distribution policy which shall be disclosed in inorganic growth opportunities to be pursued by
their annual reports and on their websites. the Company.
The Company currently has only one class of shares, • Providing for unforeseen events and contingencies
i.e. equity, for which this policy is applicable. The policy with financial implications.
is subject to review if and when the Company issues
different classes of shares. •
Macroeconomic and business conditions in
general.
Objective
•
Prevailing legal requirements, regulatory
The objective of this Policy is to ensure the right balance
conditions or restrictions laid down under the
between the quantum of dividend paid and amount of
applicable laws including tax laws.
profits retained in the business. The focus will continue
to be on sustainable returns, through an appropriate
The Board may declare interim dividend(s) as and
capital strategy for both medium term and longer
when they consider it fit, and recommend final dividend
term value creation. Accordingly, the Board follows a
to the shareholders for their approval in the annual
dynamic dividend policy, considering the immediate
general meeting of the Company.
and long-term needs of the business. Towards this end,
the Policy lays down parameters to be considered by
In case the Board proposes not to distribute the profit,
the Board of Directors of the Company for declaration
the reasons thereof and information on utilization of
of dividend from time to time.
the undistributed profit, if any, shall be disclosed to the
Considerations shareholders in the Annual Report of the Company.
The Company would, inter alia, consider the following Retained Earnings
financial parameters and / or internal & external
Retained Earnings may be used for corporate actions
factors before declaring dividend(s) or recommending
in accordance with applicable law and for investments
dividend(s) to the shareholders:
towards growth of the business.
• Current financial year’s net profits in accordance
with law and after transferring to reserves such Review & Amendment
amount as may be prescribed or as may be The Policy shall be reviewed as and when required
otherwise considered appropriate by the Board at to ensure that it meets the objectives of the relevant
its discretion.
legislation and remains effective. The Board has the
•
Track record of dividends distributed by the right to change/amend the policy as may be expedient
Company. taking into account the law for the time being in force.
• Dividend pay-out ratios of companies in the same The Dividend Distribution Policy is effective from
industry. March 03, 2017.
59
Corporate Governance Report
1.
COMPANY’S PHILOSOPHY ON changes in the business activities to shareholders,
CORPORATE GOVERNANCE financial analysts, media and general public.
Bayer CropScience Limited (“BCSL”) believes Corporate Compliance
in strong Corporate Governance that upholds its
Integrity is core to achieving our vision of “Health for
goodwill, enhances long-term shareholder value
all, Hunger for none”. The Corporate Compliance
and protects the interest of its stakeholders.
Policy outlines Bayer’s principles of business
Good Corporate Governance is a key pillar of its
conduct. Our commitments include competing
growth strategy that ensures that the business is
fairly in every market, acting with integrity in all our
run in a legal, ethical and transparent manner.
business dealings, balancing economic growth with
The Corporate Governance practices adopted by ecological and social responsibility, safeguarding
the Company goes beyond the legal requirements equal opportunities in securities trading, treating
and are derived from the Company’s vision and each other with fairness and respect, protecting
common values, which form the basis of the and securing personal data, etc. The Company’s
mutually respectful working relationship between compliance framework is an amalgamation of the
the employees and the external partners. global Bayer Group policies and the national as
The corporate culture at BCSL is built on its “LIFE” well as local legislations that help employees carry
values, epitomizing Leadership, Integrity, Flexibility out their job responsibilities in compliance with
and Efficiency, which guide the Company in its day applicable laws and regulations.
to day work. In its strategic journey, the Company Fostering digitalization for swifter and uniform
is also led by its purpose – “Science for a better response, the Company as part of a global operating
life”. Guided by this Purpose in every facet of its model is catered by a team of expert compliance
business, the Company is committed to operating professionals for standard compliance and data
sustainably and addressing its social and ethical privacy matters. Through our comprehensive
responsibilities as a responsible corporate citizen. compliance management system, we promote
and reinforce compliant behaviour by proactively
Corporate Governance at BCSL seeks to uphold
identifying and addressing the most significant
these values and the Company’s core values
compliance risks. As part of this system, the
with ethical business conduct and a commitment
Company lays down procedures for adherence of
to maximize value for all stakeholders and employees to avoid potential violations, coupled
the Company over the long-term through with necessary training and monitoring as per the
innovation-driven projects, aimed at promoting need of the business. Online trainings as well as
sustainable business activity. This is supported by need-based trainings are imparted to colleagues
the Board of Directors commitment to a responsible on routine basis to enable wider awareness.
and transparent style of management and
supervision. The Company is also continuously The Company’s reputation is upheld by every
striving towards improving people’s quality of employee doing the right thing, however, if
life, by helping provide an adequate supply of there are any violations sited, the Company also
high-quality food and feed. encourages its employees to speak up and report
them, either anonymously or otherwise, through
The Company believes in the importance of its Compliance Hotline via email, web reporting
building stakeholder trust, attained by adhering or through a toll-free number, without having
to the highest levels of ethical business practices, a fear of retaliation. The senior management
as ingrained in the Bayer Code of Conduct and of the Company is also apprised on important
Corporate Compliance Policy, which lays down compliance topics as well as cases in a timely
the guidelines for ethical conduct by the Directors manner. Overall, the robust compliance principles
and its employees. To maximize transparency, and system create a positive and reliable relation
we provide regular and timely information on the of the Company with its various stakeholders and
Company’s corporate position and significant supports a sustainable growth.
60
2. BOARD OF DIRECTORS The Board of your Company comprises highly

BCSL is a professionally managed Company, experienced persons of repute, eminence
which functions under the overall supervision and has a good and diverse mix of Executive,
of the Board of Directors (“Board”). The Board Non-Executive & Independent Directors including
operates with the goal of sustainably increasing Independent Women Director. The Company’s
the Company’s enterprise value and achieving Board composition is in line with the applicable
defined corporate objectives. provisions of the Companies Act, 2013 (“the Act”)
and Securities and Exchange Board of India
The Board along with its Committees, play a
(Listing Obligations and Disclosure Requirements)
fundamental role in upholding and nurturing
Regulations, 2015, (“SEBI Listing Regulations”)
the principles of good corporate governance.
The Board members have the requisite as amended from time to time. As on the date of
professional expertise, as well as management the Report, the Board consists of total 9 (nine)
and leadership experience needed for the Directors, of which three are Executive Directors,
given task. four are Non-Executive Independent Directors,
including an Independent Woman Director, and
The Board operates within a well-defined two are Non-Executive Non-Independent
framework, which enables it to discharge its Directors. None of the Directors of the Company
responsibilities and duties of safeguarding the are related to each other. The number of
interests of the Company, thereby enhancing
Directorships, Committee Memberships
stakeholder value. The Board has identified certain
Chairmanship of all Directors is within respective
core skills and competencies which are required
limits prescribed under the Act and SEBI Listing
in the context of the business, viz. understanding
Regulations. All the Directors have made the
of governance, strategy, regulatory, fiduciary
and ethical requirements, financial knowledge, necessary disclosures regarding their Committee
integrity, credibility, trustworthiness, strong positions and Directorships.
interpersonal skills, intercultural management and
willingness to address issues proactively and has The details of each member of the Board along
demonstrated all the required core skills as well as with the number of Directorship(s)/Committee
competencies. Membership(s) are provided herein.
Directorship(s) in other companies / committee position as on March 31, 2022

Sr. Name of Category Key Skills No. of No. of No. of other Committee
No. Director Directorship(s) Directorship(s) Memberships2
held in other held in listed Chairperson Memberships
companies1 companies other
than BCSL
1. Mr. Pankaj Non-Executive Vision, Strategy, 2 • Zydus 1 1
Patel, Independent Innovation & Value Lifesciences
Chairman Director Enhancer Limited (earlier
Cadila Healthcare
Limited)
• Torrent Power
Limited
2. Mr. Vice Chairman Global - - - -
Duraiswami & Managing Organisational
Narain Director and Leadership,
CEO Business Strategy
3. Mr. Simon Executive Finance, - - - -
Britsch Director & CFO Accounting, Change
Management
4. Ms. Ketaki Non-Executive Private Equity, 1 • Axis Bank Limited - -
Bhagwati Independent Merger &
Director Acquisition
61
Sr. Name of Category Key Skills No. of No. of No. of other Committee
No. Director Directorship(s) Directorship(s) Memberships2
held in other held in listed Chairperson Memberships
companies1 companies other
than BCSL
5. Mr. Brian Non-Executive Strategy, - - - -
Naber Non-Independent Commercial
Director Operations,
Enterprise
Leadership
6. Dr. Thomas Non-Executive Finance & - - - -
Hoffmann Non-Independent Controlling,
Director Intercultural
Management
7. Mr. Simon Whole-time Team Builder, - - - -
Wiebusch Director Business Expansion
&
New Markets
8. Mr. Sekhar Non-Executive Finance, Strategy 2 • Ingersoll-Rand 1 1
Natarajan Independent and Business (India) Limited
Director Development • Colgate-Palmolive
(India) Limited
9. Dr. Harsh Non-Executive Organizational 2 • Capital India - 1
Kumar Independent Transformation, Finance Limited
Bhanwala Director Developmental • Multi Commodity
Finance, Solving Exchange of India
Rural Problems Limited
Notes:
1. Directorships mentioned above includes alternate directorships, but excludes directorships in private limited companies, foreign
companies and companies incorporated under Section 8 of the Act. The details mentioned above are for companies other than
Bayer CropScience Limited.
2. Committee details consist only of Audit and Stakeholders Relationship Committees in other listed companies.
Board Independence experience in general corporate management,

The Company’s Corporate Governance framework finance, accounting, legal and other allied fields.
is steered by the belief that Independent Directors Apart from drawing sitting fees and commission,
play a vital role in bringing objectivity and none of these Directors have any other material
transparency in the overall functioning of the pecuniary relationship or transaction with the
Company, and in enhancing the decision-making Company, its Promoters and its Management,
which, in the judgement of the Board, would affect
process through valuable contributions.
the independence of the Directors.
The Company’s definition of ‘Independence’ of
Directors is derived from Regulation 16(1)(b) of Ms. Ketaki Bhagwati has been nominated by the
the SEBI Listing Regulations and Section 149(6) Board of Directors to represent the Company
of the Act. at the Bayer South Asia Advisory Council
(“Council”) with effect from February 11, 2021 until
The Company has received the annual December 31, 2021. Ms. Bhagwati’s nomination
confirmation and disclosures from all the was renewed with effect from January 1, 2022
Non-Executive Independent Directors. until December 31, 2022. Apart from receiving
All Non-Executive Independent Directors comply sitting fees and commission from the Company,
with the requirements laid down by the SEBI Listing Ms. Bhagwati is paid an honorarium of ` 50,000/-
Regulations that are applicable to an Independent per meeting for attending the meetings of the said
Director and are professionals, with expertise and Council.
62
Certification from Company Secretary in has complete access to all information within the
Practice Company, which includes, amongst others, the
Mr. Avinash Bagul, partner at BNP & Associates, following:
Company Secretaries, has issued a certificate • Quarterly and annual business performance
as required under the SEBI Listing Regulations, of the Company
confirming that none of the Directors on the Board
of the Company has been debarred or disqualified • Minutes of meetings of Audit Committee and
from being appointed or continuing as directors of other Committees of the Board
companies by the SEBI/Ministry of Corporate Affairs • Information on recruitment and remuneration
or any such statutory authority. The certificate is of senior officers just below the Board level,
enclosed as an Annexure to this Section. including appointment or removal of Chief
Financial Officer and the Company Secretary
3. BOARD PROCEDURE •
Show cause, demand, prosecution notices
As part of a well streamlined and transparent and penalty notices, which are materially
process, the Board/Committee meetings are important
pre-scheduled and a tentative annual calendar of
•
Fatal or serious accidents, dangerous
Board and Committee meetings is circulated to
occurrences, any material effluent or pollution
all the Directors well in advance, to facilitate them
problems
to plan their schedule and to ensure meaningful
participation in the meeting. However, in case of • Any sale of material nature of investments,
a special and urgent business need, the Board’s subsidiaries and assets, that is not in the
approval is taken by passing resolutions by normal course of business
circulation, as permitted by law, which is noted •
Quarterly details of foreign exchange
and confirmed in the subsequent Board meeting. exposures and the steps taken by the
The notice of the Board meeting is given well in Management to limit the risks of adverse
advance to all the Directors. The meetings are exchange rate movement, if material
governed by a detailed agenda. All issues included
in the agenda are supported with comprehensive • Non-compliance of any regulatory, statutory
background information to enable the Board or listing requirements and members’ service,
to take well-informed decisions. The agenda such as non-payment of dividend, delay in
papers, containing detailed notes on various share transfer etc.
agenda items and other information that would • Budget & business updates
enable the Board to discharge its responsibility
effectively, are circulated to the Directors in Board Support
advance. The Managing Director briefs the Board The Company Secretary is responsible for
on the overall performance of the Company. preparation of the agenda and convening the Board
The Chairman of the Audit Committee briefs the and Committee meetings and collating, reviewing
Board on important matters discussed at the and circulating the information for the agenda
meetings of the Audit Committee. The statements items circulated to the Board and the Committees
of Shareholders’ / Investors’ grievances received for consideration thereof. The Company Secretary
and resolved are also placed quarterly before the attends the meeting of the Board and the
Board. Committee and assures/advises the Board on the
The Company held seven Board meetings during various compliances that need to be adhered to
the financial year 2021-22 and the gap between by the Company based on the different applicable
two meetings did not exceed 120 days. The dates regulations and ensures appropriate recording
on which the Board meetings were held are and timely circulation of minutes of meetings.
May 25, 2021, August 13, 2021, October 13,
2021, November 01, 2021, December 17, 2021, Statutory Compliance Monitoring Tool
February 04, 2022 and March 24, 2022. The Company has in place a web-based Statutory
Compliance Monitoring Tool, which has been
Information given to the Board implemented to ensure tracking of all the statutory
In line with the Company’s total commitment to & legal compliances needed to be followed by the
good governance and transparency, the Board Company and is intended to provide the necessary
63
assurance to the Board of Directors. The said tool covers all the tasks that are applicable as per the statutes
at various plant locations, registered and corporate offices and regional offices, thereby, making the existing
tool more robust and comprehensive.
Attendance Record of the Directors at Meetings of the Board and AGM
The attendance of the Directors at the Board Meetings held during the financial year ended March 31, 2022
and AGM held on August 12, 2021 is as under:
Sr. Name of Director Board Meetings Attendance
No. held in Director’s Board Meeting Annual General
tenure (including attendance by Meeting
video conferencing) (held virtually)
1. Mr. Pankaj Patel 7 5 Yes
2. Mr. Duraiswami Narain 7 7 Yes
3. Mr. Rolf Hoffmann# 2 2 Yes
4. Mr. Sekhar Natarajan 7 7 Yes
5. Ms. Ketaki Bhagwati 7 6 Yes
6. Mr. Jens Hartmann# 5 5 Yes
7. Dr. Thomas Hoffmann 7 6 Yes
8. Dr. Sara Boettiger# 7 4 Yes
9. Dr. Harsh Kumar Bhanwala 7 7 Yes
10. Mr. Simon Britsch* 5 5 Not Applicable
11. Mr. Simon Wiebusch* 2 2 Not Applicable
12. Mr. Brian Naber* 2 1 Not Applicable

#
Mr. Rolf Hoffmann, Mr. Jens Hartmann and Dr. Boettiger have resigned from the Board with effect from August 31, 2021, December 31,
2021 and March 24, 2022 respectively.
*Mr. Simon Britsch, Mr. Simon Wiebusch and Mr. Brian Naber were not a part of Board of Directors as on date of AGM viz. August 12,
2021, as they were appointed as Directors with effect from September 01, 2021, December 17, 2021 and January 01, 2022 respectively.
Meeting of Independent Directors discusses various subject matters as provided in

During the year under review, the Non-Executive the agenda, as well as the information provided to
Independent Directors of the Company met them on a timely basis.
on March 22, 2022, without the attendance of
Executive and Non-Independent Directors and Board Evaluation
the members of the Management. During the said In accordance with the provisions of the Act and
meeting, the following points were discussed: the SEBI Listing Regulations, the Company has
•
Performance of Non-Independent Directors adopted a comprehensive Performance Evaluation
and the Board as a whole Policy (“the Policy”), which provides for evaluation
of the Board, the Committee of the Board, and the
•
Performance of the Chairperson of the Individual Directors, including the Chairman of the
Company, considering the views of Executive Board. The criteria for Board Evaluation includes
Directors and Non-Executive Directors the experience and qualification possessed by
• Quality, quantity and timeliness of flow the Directors, their relevant expertise that will be
of information between the Company of assistance to the Management in operating the
Management and the Board, that is necessary Company’s business, integrity and accountability,
for the Board to effectively and reasonably as well as their judgement in bringing in objectivity
perform its duties in the Board proceedings. The Policy also sets
All the Non-Executive Independent Directors as on independence standards for the Independent
the date of the meeting were present at the meeting Directors to follow and adhere to. It also provides
of Independent Directors. The Independent the procedure for evaluation of the Independent
Directors expressed satisfaction at the governance Directors and the Board as a whole. The Policy
process followed by the Company, the openness is available on the website of the Company at
and transparency with which the Management www.bayer.in
64
During the year, a Board Evaluation was duties and responsibilities, as well as the Board’s
conducted by the Company internally, and it expectations.
included the evaluation of the Board as a whole, Mr. Simon Britsch, Mr. Simon Wiebusch and
the Board Committees and the Directors, through Mr. Brian Naber who were inducted as Board
a questionnaire having qualitative parameters. members were introduced to the Senior
The evaluation process focused on the various Management of the Company. They were apprised
aspects of the functioning of the Board and the of the key business initiatives undertaken by the
Committees, such as composition, experience Company and were taken through the processes
and competencies, performance of specific duties and approach followed by the Company in
and obligations, governance issues, quality and Legal, Accounting, Internal Controls and Risk
value of contributions etc. A separate exercise Management, Human Resources, Public Affairs
was carried out to evaluate the performance of and Sustainability functions. The familiarization
the individual Directors based on criteria such program of the newly inducted Board members
as attendance, contribution and independent gave them an opportunity to closely interact with
judgement. the Senior Leadership and further provided them
As an outcome of the above exercise, it was with better insight on important aspects related to
noted that the Board as a whole is functioning as the Company.
a cohesive body and well engaged with different The familiarization program for Independent
perspectives. The Board has a good focus on Directors is uploaded on the Company’s website
extant issues such as performance, compliance under the Corporate Governance Section at
and controls and strategy. The Board members www.bayer.in.
discuss the key topics, play a very constructive
role and have a very collaborative approach. 4. COMMITTEES OF THE BOARD

Induction Program for new Independent The Company believes that the Committees of
Director(s) & ongoing Familiarization Program the Board play an important role in its overall
for all existing Directors governance structure. The Committees of the
Alignment of Directors to the Company’s strategic Board function as a viable support system for the
plans and actions is integral to its value accretive Board members in the discharge of their duties
growth trajectory. and responsibilities. The Company has all the
Statutory Committees in place. The Committees
In line with the provisions of the SEBI Listing have been constituted to deal with specific areas/
Regulations, the Company has adopted a activities concerning the Company. The Board
familiarization program for its Non-Executive Committees are set with clearly defined roles and
Independent Directors. The program aims to goals, which are crucial for the smooth functioning
provide the Independent Directors with insights of the Company. The Board is responsible for
into the Company, to enable them to understand the actions of the Committees. The Chairman/
the Company’s business in detail and facilitate Chairpersons of the respective Committees
their active participation in Board proceedings. keep the Board informed on the summary of the
At the time of appointing an Independent Director, discussions held in various Committee Meetings.
a formal letter of appointment is given to him/her, The minutes of the meetings of all the Committees
which, inter alia, explains his/her, functions, roles, are placed before the Board for review.
65
The Board has constituted the following Committees, which are mandatory.
Constitution of the Committees as on March 31, 2022

Audit Committee Nomination and Corporate Social Stakeholders’ Risk Management
Remuneration Responsibility Relationship Committee
Committee Committee Committee
Mr. Sekhar Natarajan Ms. Ketaki Bhagwati Mr. Duraiswami Narain Mr. Pankaj Patel Mr. Simon Wiebusch
-C -C -C -C -C
Ms. Ketaki Bhagwati Mr. Sekhar Natarajan Mr. Pankaj Patel Mr. Duraiswami Narain Mr. Sekhar Natarajan
-M -M -M -M -M
Dr. Harsh Kumar Bhanwala Dr. Thomas Hoffmann Ms. Ketaki Bhagwati Mr. Simon Britsch Mr. Amit Narkar
-M -M -M -M -M
Dr. Thomas Hoffmann Mr. Simon Britsch
-M -M
C – Chairman/Chairperson of the Committee
M – Member of the Committee
Audit Committee
Financial transparency is critical for sustained good corporate practices. An important link between the
Statutory and Internal Auditors, the Management and the Board, the Audit Committee provides necessary
assistance to the Board in fulfilling its responsibilities of monitoring financial reporting processes, reviewing
the Company’s systems and processes for internal financial controls, and also for reviewing the Company’s
statutory and internal audit process.
The Company’s Audit Committee, as on March 31, 2022, is comprised of four Non-Executive Directors, of
whom three are Non-Executive Independent Directors and one is a Non-Executive Non-Independent Director.
The members of the Audit Committee have relevant experience in financial matters.
The Audit Committee met six times during the financial year ended March 31, 2022. The meetings were held
on May 25, 2021, August 13, 2021, October 13, 2021, November 01, 2021, February 04, 2022 and March 24,
2022. Necessary quorum was present at all the meetings. The attendance of the Committee members at the
meetings for 2021-22 was as under.
Name of Member Category No. of Meetings No. of Meetings

during the tenure attended during 2021-22
Mr. Sekhar Natarajan, Non-Executive 6 6
Chairman Independent Director
Ms. Ketaki Bhagwati, Non-Executive 6 4
Member Independent Director
Dr. Harsh Kumar Bhanwala, Non-Executive 6 6
Member* Independent Director
Dr. Thomas Hoffmann, Non-Executive 6 5
Member Non-Independent Director
Mr. Pankaj Patel, Member# Non-Executive - -
*Dr. Bhanwala was inducted as a member of the Audit Committee with effect from April 01, 2021.
#
Mr. Pankaj Patel stepped down as a member of the Audit Committee with effect from April 01, 2021.
The Managing Director and Chief Executive Officer, Chief Financial Officer, Statutory Auditors and Internal
Auditor also attend the meetings of Audit Committee as special invitees. The Company Secretary acts as the
Secretary to the Audit Committee. The minutes of each Audit Committee meeting 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 hand, and the Board of Directors of the Company on the other.
66
Role of the Audit Committee notice, and the report submitted by the agency
The terms of reference of the Audit Committee monitoring the utilization of proceeds of a
are, inter alia, as follows: public or rights issue, and making appropriate
recommendations to the Board to take steps
1. Overseeing the Company’s financial reporting in this matter;
process and the disclosure of its financial
information, to ensure that the financial 7.
Reviewing and monitoring the auditor’s
statement is correct, sufficient and credible; independence and performance, and
effectiveness of the audit process;
2. Making recommendations for appointment,
remuneration and terms of appointment of 8.
Approving, or making any subsequent
auditors of the Company; modification to, transactions of the Company
with related parties;
3. According approval for payment to Statutory
Auditors for any other services rendered by 9.
Scrutinizing inter-corporate loans and
the Statutory Auditors; investments;
4. Reviewing, with the Management, the annual 10.

Valuating undertakings or assets of the
financial statements and auditor’s report Company, where necessary;
thereon, before submission to the Board for 11. Evaluating internal financial controls and risk
approval, with particular reference to: management systems;
a) Matters required to be included in the 12.
Reviewing, with the Management,
Director’s Responsibility Statement, to performance of Statutory and Internal
be included in the Board’s report in terms Auditors, adequacy of the Internal Control
of clause (c) of sub-section (3) of Section Systems;
134 of the Companies Act, 2013;
13.
Reviewing the adequacy of the internal
b) Changes, if any, in accounting policies
audit function, if any, including the structure
and practices, and reasons for the same;
of the Internal Audit department, staffing
c) Major accounting entries involving and seniority of the official heading the
estimates based on the exercise of department, reporting structure coverage,
judgement by the Management; and frequency of internal audit;
d) Significant adjustments made in the 14.
Discussing with Internal Auditors any
financial statements arising out of audit significant findings and follow-ups thereon;
findings;
15. Reviewing the findings of any internal
e) Compliance with listing and other investigations by the Internal Auditors in
legal requirements relating to financial matters where there is suspected fraud or
statements; irregularity or a failure of Internal Control
f) Disclosure of any related party Systems of a material nature, and reporting
transactions; the matter to the Board;
g) Qualifications in the draft audit report, if 16. Discussing with Statutory Auditors, before the
any. audit commences, about the nature and scope
of audit, as well as post-audit discussion to
5.
Reviewing, with the Management, the
ascertain any area of concern;
quarterly financial statements before
submission to the Board for approval; 17.
Looking into the reasons for substantial
defaults in payment to the depositors,
6.
Reviewing, with the Management, the
debenture holders, shareholders (in case
statement of uses / application of funds raised
of non-payment of declared dividends) and
through an issue (public issue, rights issue,
creditors;
preferential issue, etc.), the statement of
funds utilized for purposes other than those 18.
Reviewing the functioning of the Whistle
stated in the offer document / prospectus / Blower mechanism;
67
19. Approving the appointment of CFO (i.e., the (4) To periodically review the risk management
Whole-Time Finance Director or any other policy, at least once in two years, including
person heading the Finance function or by considering the changing industry
discharging that function), after assessing the dynamics and evolving complexity;
qualifications, experience and background,
etc. of the candidate; (5)
To keep the Board of Directors informed
about the nature and content of its
20. Carrying out any other function as mentioned discussions, recommendations and actions
in the terms of reference of the Audit to be taken;
Committee.
(6)
The appointment, removal and terms of
Risk Management Committee
remuneration of the Chief Risk Officer
Knowing the importance of managing and (if any) shall be subject to review by the
pre-empting risks effectively for having a
Risk Management Committee;
sustainable business, the Company has
constituted a Risk Management Committee, in line (7)
Supporting the executive management
with the SEBI Listing Regulations. in the establishment of a culture which
The Risk Management Committee met twice balances risks and opportunities facilitated by
during the financial year 2021-22, on May 24, conscious risk decisions and a suitable “Tone
2021 and October 29, 2021. from the Top”.
The terms of reference of the Risk Management Stakeholders Relationship Committee

Committee are as follows:
The Company has a duly constituted Stakeholders
(1)
To formulate a detailed risk management Relationship Committee, set up in pursuance of
policy which shall include: Section 178(5) of the Act and Regulation 20 of the
(a) A framework for identification of SEBI Listing Regulations. Following are the terms
internal and external risks specifically of reference of the Stakeholders Relationship
faced by the listed entity, in particular Committee:
including financial, operational, sectoral,
(1)
To consider and effectively redress the
sustainability (particularly, ESG related
shareholders and investor complaints
risks), information, cyber security risks,
or any risk arising out of epidemic/ including complaints related to transfer of
pandemic or any other risk as may be shares, non-receipt of Annual Reports,
determined by the Risk Management non-receipt of declared dividends;
Committee. (2) To review the measures taken for effective
(b)
Measures for risk mitigation including exercise of voting rights by shareholders;
systems and processes for internal (3)
To review the adherence to the service
control of identified risks.
standards adopted by the listed entity in
(c) Business Continuity Plan. respect of various services being rendered by
(2)
To ensure that appropriate methodology, the Registrar & Share Transfer Agent;
processes and systems are in place to (4)
To review the various measures and
monitor and evaluate risks associated with initiatives taken by the Company for reducing
the business of the Company; the quantum of unclaimed dividends and
(3) To monitor and oversee implementation of the ensuring timely receipt of dividend warrants/
risk management policy, including evaluating annual reports/statutory notices by the
the adequacy of risk management systems; shareholders of the Company.
68
The Committee held two meetings during the financial year 2021-22. The meetings were held on May 25,
2021 and August 13, 2021. The attendance of the Committee members at the meetings was as under:
Sr. Name of Member Stakeholders Relationship No. of meetings attended

No. Committee Meetings held in during 2021-22
Member’s tenure
1. Mr. Pankaj Patel, Chairman 2 2
2. Mr. Duraiswami Narain, Member 2 2
3. Mr. Rolf Hoffmann, Member# 2 2
4. Mr. Simon Britsch, Member* - -

#
Mr. Rolf Hoffman resigned as a member of the Stakeholder’s Relationship Committee with effect from August 31, 2021.
*Mr. Simon Britsch was appointed as a member of the Stakeholder’s Relationship Committee with effect from September 01, 2021.
Complaints received and resolved by the Company Sr. Name of Member Designation
during the financial year ended March 31, 2022 No.
are given below: 1. Mr. Duraiswami Narain# Chairman
Source of complaints April 01, 2021 to Vice Chairman & Managing
Director and CEO
March 31, 2022
Received Resolved 2. Mr. Simon Wiebusch* Chairman
Whole-time Director
Referred by SEBI 6 6
3. Mr. Rolf Hoffmann# Member
SCORES
Executive Director & CFO
Referred by Stock 9 9 4. Mr. Simon Britsch* Member
Exchange/NSDL Executive Director & CFO
Referred by Ministry of - - 5. Mr. Nikunjkumar Savaliya Member
Corporate Affairs Company Secretary &
Total 15 15 Compliance Officer

#
Mr. Duraiswami Narain ceased to be the Chairman of
Share Transfer Committee the Committee with effect from February 05, 2022 and
Mr. Rolf Hoffmann resigned as a member of the Committee
The Share Transfer Committee has been formed to with effect from August 31, 2021.
look into share transfer and all related applications *Mr. Simon Wiebusch was appointed as the Chairman with
effect from February 05, 2022 and Mr. Simon Britsch was
as received from shareholders. The Company appointed as a Member of the Committee with effect from
takes all due care to ensure that all rules and September 01, 2021.
regulations with respect to share transfer are fully Nomination and Remuneration Committee
adhered to. In compliance with Regulation 40 of the As per Section 178 of the Act and Regulation
SEBI Listing Regulations, shares of the Company 19 of the SEBI Listing Regulations, the
can be transferred only in dematerialised form Company has constituted a Nomination and
with effect from April 01, 2019. Further, with effect Remuneration Committee. As on March 31, 2022,
from January 24, 2022, listed companies shall the Committee comprises two Non-Executive
Independent Directors, and one Non-Executive
issue securities in dematerialized mode only while Non-Independent Director.
processing any investor service requests viz.
The terms of reference of the Nomination and
issue of duplicate share certificates, exchange/
Remuneration Committee are inter alia as follows:
sub division/splitting/consolidation of securities,
(1) To formulate the criteria for determining
transmission/transposition of securities. qualifications, positive attributes and
Further, a sub-committee has been constituted for independence of a Director and recommend
to the Board a policy, relating to the
attending to matters relating to issue of duplicate
remuneration of the Directors, key managerial
share certificates, transmission of shares, split personnel and other employees;
and consolidation, etc. The composition of the (2) To formulate criteria for evaluation of
aforementioned Committee as on March 31, 2022 performance of the Independent Directors
is as under: and the Board;
69
(3) To devise a policy on Board diversity;

(4) 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;
(5) To consider, adopt and adhere to the Nomination and Remuneration Policy.
The Committee met five times during the financial year ended March 31, 2022. The meetings were held on
May 20, 2021, August 13, 2021, December 17, 2021, February 04, 2022 and March 22, 2022. The attendance
at the meetings was as under:
Sr. Name of Member Nomination and Remuneration No. of meetings attended
No. Committee Meetings held in during 2021-22
Member’s tenure
1. Ms. Ketaki Bhagwati, Chairperson 5 4
2. Mr. Sekhar Natarajan, Member 5 5
3. Dr. Thomas Hoffmann, Member 5 5
4. Mr. Jens Hartmann, Member* 3 2
*Mr. Jens Hartmann was inducted as a member of Nomination and Remuneration Committee with effect from April 01, 2021 and
resigned as a member with effect from December 31, 2021.
Corporate Social Responsibility Committee (8)

Reviewing and assessing the business
With the objective to drive its Corporate Social responsibility performance annually;
Responsibility agenda in letter and in spirit, the (9)
Reviewing the business responsibility
Company has constituted a Corporate Social initiatives and encouraging participation; and
Responsibility (“CSR”) Committee, as required
under Section 135 of the Act. The Committee, (10) Reviewing the Business Responsibility Report
as on March 31, 2022, comprises of two and recommending it to the Board for approval.
Non-Executive Independent Directors and two During the financial year 2021-22, the Committee
Executive Directors . met twice on May 20, 2021 and February 02, 2022.
The attendance at the meeting was as under:
The CSR Committee has a wide and comprehensive
list of terms of reference, as listed below: Sr. Name of Member CSR No. of
No. Committee meetings
(1)
Formulating and recommending to the Meetings held attended
Board the structure of the Corporate Social in Member’s during
Responsibility Policy and the activities to be tenure 2021-22
undertaken by the Company; 1. Mr. Duraiswami 2 2
Narain, Chairman
(2) Recommending the amount of expenditure to 2. Mr. Pankaj Patel, 2 2
be incurred on the activities undertaken; Member
3. Ms. Ketaki 2 2
(3) Reviewing the performance of the Company Bhagwati, Member
in the area of Corporate Social Responsibility; 4. Mr. Rolf Hoffmann, 1 1
(4) Monitoring the Corporate Social Responsibility Member#
Policy of the Company; 5. Mr. Simon Britsch, 1 1
Member*
(5) Formulating policies and procedures based 6. Dr. Sara Boettiger, 2 0
on the requirement of SEBI for Business Member$
Responsibility Reporting;
#
Mr. Rolf Hoffmann resigned as a member with effect from
August 31, 2021.
(6)
Ensuring implementation of all the policies *Mr. Simon Britsch was inducted as a member with effect from
pertaining to business responsibility; September 01, 2021.

$
Dr. Sara Boettiger was appointed as a member with effect
(7) Ensuring effective communication of all the from April 01, 2021 and resigned as a member with effect from
policies to all relevant stakeholders; March 24, 2022.
70
5. REMUNERATION OF DIRECTORS
Details of Remuneration paid to Non-Executive Independent Directors and Executive Directors during the
financial year ended March 31, 2022.
a) Non-Executive Independent Directors
The details of the sitting fees and commission paid during the financial year ended March 31, 2022 are given
in the table below:
(` in Million)
Sr. No. Name of Director Sitting Fees Commission Total
1. Mr. Pankaj Patel 0.4 1.50 1.90
2. Ms. Ketaki Bhagwati 0.86 1.50 2.36
3. Mr. Sekhar Natarajan 1.02 1.50 2.52
4. Dr. Harsh Kumar Bhanwala 0.77 0.19 0.96
Note: Commission was paid for the period 2020-21 in the month of August 2021.
b) Executive Directors
The details of the remuneration paid/payable to the Executive Directors during the financial year ended
March 31, 2022 is as under:
(` in Million)
Sr. Name of Director Position Salary & Perquisites Total Contract Period
No. Allowances Remun-
eration(1)
1. Mr. Duraiswami Vice Chairman, 140.82 12.08 152.90 December 01, 2018
Narain Managing – November 30,
Director and CEO 2023
2. Mr. Rolf Executive Director 21.03 3.66 24.69 July 01, 2019 –
Hoffmann(2) & CFO June 30, 2024
3. Mr. Simon Executive Director 42.14 5.28 47.42 September 01, 2021-
Britsch(3) & CFO August 31, 2026
4. Mr. Simon Whole-time 24.73 3.98 28.71 December 17, 2021-
Wiebusch(4) Director December 16, 2026
Notes:
(1) The total remuneration for Executive Directors excludes:
(a)
provision of ` 57.62 Million made towards payment of unvested Long-Term Incentive payable to the Executive Directors of the
Company; and
(b)
payment of ` 31.56 Million made by the Company on behalf of Bayer CropScience LP and later reimbursed by Bayer
CropScience LP to the Company.
(2) Mr. Rolf Hoffmann resigned with effect from August 31, 2021.
(3) Mr. Simon Britsch was appointed with effect from September 01, 2021.
(4) Mr. Simon Wiebusch was appointed with effect from December 17, 2021.
c) Service contract, notice period and severance fees

Mr. Duraiswami Narain was appointed as the Vice Chairman & Managing Director of the Company with effect
from December 01, 2018 by the Board of Directors. The employment contract with Mr. Narain is for a period
of 5 years, terminable by 3 months’ notice on either side.
Mr. Simon Britsch was appointed as Whole-time Director of the Company with effect from September 01,
2021 by the Board of Directors. The employment contract with Mr. Britsch is for a period of 5 years, terminable
by 3 months’ notice on either side.
71
Mr. Simon Wiebusch was appointed as Whole-time Harassment of Women at Workplace (Prevention,
Director of the Company with effect from Prohibition and Redressal) Act, 2013, and the
December 17, 2021 by the Board of Directors. Rules made thereunder. Awareness amongst
The employment contract with Mr. Wiebusch is for the employees of the Company was created in a
a period of 5 years, terminable by 3 months’ notice succinct manner with adequate information on the
on either side. Internal Committee members and certain critical
elements of the Policy during the year 2021.
The Company does not have a scheme for stock
options, for either its Directors or its employees.
Code of Conduct for Directors and Senior
There is no severance fee paid to the Vice
Management
Chairman & Managing Director or Whole-time
Director(s). The Corporate Governance framework at
the Company extends across its hierarchical
6. POLICIES structure, right up to the Company’s Directors
Whistle Blower Policy and top Management. In compliance with the
requirements of Regulation 17(5) of the SEBI
BCSL’s commitment to high standards of Corporate
Listing Regulations, the Board of Directors had
Governance and stakeholder responsibility
adopted a Code of Conduct for Directors, including
are deeply ingrained in its business fabric.
Non-Executive Directors and Senior Management
The Company strives to achieve its business
of the Company. All Board members and Senior
goals with utmost respect for human values, and
Management personnel have affirmed compliance
to serve the interests of Bayer with integrity.
with the applicable Code of Conduct. A certificate
In terms of the Corporate Compliance Program and to this effect, from Mr. Duraiswami Narain, Vice
the SEBI Listing Regulations, the Company has Chairman & Managing Director and CEO, and
in place a well-structured ‘Whistle Blower Policy’, Mr. Simon Britsch, Executive Director & CFO, is
with the objective to provide appropriate avenues attached with this Report. The policies as well as
to the employees and Directors of the Company codes are posted on the website of the Company
to bring to the attention of the Management any at www.bayer.in.
genuine concerns regarding unethical behavior,
actual or suspected frauds, including potential Risk Management Policy
breach of Company’s policies and standards, As an integral component of the overall governance
values or any laws within the country or elsewhere. process, Risk Management, at BCSL comprises
This is a robust vigil mechanism that also provides of all the organizational rules and actions for
for adequate safeguards against victimization of early identification of risks in the course of doing
persons who use such mechanism. It basically business as well as effective management of such
enables the employees to raise their concerns, risks. It includes implementing systems to identify
which are looked into, and fully investigated and risks at an early stage, take necessary and timely
acted upon. The Whistle Blower Policy is available measures to mitigate them, and report them to the
on the website of the Company at www.bayer.in. appropriate authority.
Policy for Prevention of Sexual Harassment The Company has laid down detailed procedures
Your Company aims to provide a respectful and to inform the Audit Committee and the Board
safe working environment for all its employees. of Directors about risk assessment and
While strictly adhering to the norms laid down minimization procedures. These procedures are
by law, the Company has in place a ‘Policy for periodically reviewed to ensure that the Executive
Prevention of Sexual Harassment’ (“Policy”) at the Management monitors and controls risks pertinent
workplace, in line with the provisions of the Sexual to their business operations.
72
The Country Group Head – Internal Audit & the Act and SEBI Listing Regulations. During the
Risk Management, South Asia, is responsible year under review, the Audit Committee and Board
for coordinating with the various Heads of reviewed the said policy and amended on
departments with respect to the process of March 24, 2022 as per the recent amendments in
identifying key risks associated with the business,
the SEBI Listing Regulations to bring in line with
manner of handling risks, adequacy of mitigating
the regulatory changes.
factors, recommending corrective action, and
reporting to the Audit Committee. All Related Party Transactions are placed before
the Audit Committee for review and approval.
Code of Conduct & Code of Fair Disclosures -
Prior omnibus approval is obtained for the Related
For Prohibition of Insider Trading
Party Transaction on an yearly basis for the
To prevent insider trading activities by dealing in
transactions which are of repetitive nature and /
shares of the Company, BCSL has in place an
or entered in the ordinary course of business and
important governance code - Code of Conduct
are at arm’s length. All Related Party Transactions
and Code of Fair Disclosures - For Prohibition
of Insider Trading (“Code”). The Code, which is are reviewed to establish compliance with the
in accordance with the Securities and Exchange requirements of Related Party Transactions under
Board of India (Prohibition of Insider Trading) the Act and SEBI Listing Regulations.
Regulations, 2015 and further amendments,
The Company has not entered into any materially
prohibits the Directors, designated persons and
significant Related Party Transactions with its
any other insider from dealing in the securities
of the Company on the basis of any unpublished Promoters, Directors, or Management, their
price sensitive information, available to them by subsidiaries or relatives, etc. that may have
virtue of their position in the Company, and during potential conflict with the interests of the Company
the trading window closure period. The Code has at large. All material transactions entered into with
been revised in line with the amendments to the the Related Parties, as defined under the Act and
aforesaid Regulations. Regulation 23 of the SEBI Listing Regulations,
during the financial year, were as per the Board
The Company also has in place a mechanism for
approved policy, in the ordinary course of business
monitoring the trading done by the designated
and at arm’s length. Transactions with Related
employees, as well as generation of system-based
disclosures in line with the Code. The Company Parties as per the requirements of Accounting
Secretary has been appointed as the Compliance Standards 18 are disclosed in the Notes to Financial
Officer for ensuring implementation of the Code. Statements. The Related Party Transaction Policy
has been uploaded on the website of the Company
The objective of the Code is to protect the interest at www.bayer.in
of the shareholders, to prevent the misuse of
any unpublished price sensitive information, and Dividend Distribution Policy
to prevent any insider trading activity. The Code
As per Regulation 43A of the SEBI Listing
is available on the website of the Company at
www.bayer.in. Regulations, the Company has formulated
a Dividend Distribution Policy based on the
Policy on Related Party Transactions parameters laid down by SEBI Listing Regulations,
The Company has formulated a ‘Policy on Related and the details of the same are available on the
Party Transactions’ in line with the requirements of Company’s website at www.bayer.in.
73
Policy for Determining Material Subsidiary (i) to those members who hold shares in physical
The Board has adopted a Policy for determining form and whose names appear on the Company’s
material subsidiary of the Company as well as to Register of Members as holders of Equity Shares
provide a governance framework for such material as on Friday, August 05, 2022.
subsidiary. At present, BCSL does not have any (ii) in respect of shares held in dematerialized form, to
material subsidiary. The Policy for determining the beneficial owners of the shares as at the close
material subsidiary is adopted in accordance with of business hours on Friday, August 05, 2022
the SEBI Listing Regulations and is available on as per details furnished by National Securities
the Company’s website at www.bayer.in. Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL).
7. COMPLIANCE OFFICER
The Financial Calendar of the Company
Mr. Nikunjkumar Savaliya, Company Secretary is is from April 01 to March 31.
the Compliance Officer of the Company. Board Meetings for Quarterly Results*
First Quarter Results On or before August 14, 2022
8. GENERAL SHAREHOLDER Second Quarter and On or before November 14,
INFORMATION Half Yearly Results 2022
Annual General Meeting Third Quarter Results On or before February 14,
2023
Date of AGM : Monday, August 22, 2022
Fourth Quarter and On or before May 30, 2023
Time : 03:00 p.m. IST Annual Results
Venue : The Company is conducting *Tentative and subject to change
the AGM through VC/OAVM
pursuant to the MCA circulars
and as such there is no Corporate Identity L24210MH1958PLC011173
requirement to have a venue Number (CIN)
for the AGM. For details please Registered Office Bayer House, Central Avenue,
refer to the Notice of the AGM. Address Hiranandani Estate,
Thane (West) - 400 607,
Record Date Maharashtra
The Register of Members and Share Transfer
Listing of Equity Shares on Stock Exchange
Books of the Company will remain closed from
Saturday, August 06, 2022 till Saturday, August 13, Name and Address : BSE Limited (BSE)
2022 (both days inclusive). of Stock Exchange Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400 001
Proposed Date of Dividend Payment Scrip Code : 506285
The final dividend of ` 25 per Equity Share, Scrip ID : BAYERCROP
as recommended by the Board of Directors, ISIN : INE462A01022 (NSDL &
if declared at the ensuing Annual General CDSL)
Meeting will be paid at par within 30 days of the Annual Listing : The Company has paid the
Fees Annual Listing Fees
said date:
74
Stock Price Data

The monthly high and low price of the Company’s shares on BSE Limited from April 01, 2021 to March 31,
2022 was as under:
Share Price (In `)

Month High Price Low Price
April 2021 5562.40 5051.00
May 2021 5560.00 5160.00
June 2021 5800.00 5232.10
July 2021 6079.95 5506.00
August 2021 6127.45 5226.00
September 2021 5645.65 5255.55
October 2021 5374.70 4960.00
November 2021 5075.95 4519.90
December 2021 4991.55 4570.00
January 2022 5223.00 4850.00
February 2022 5264.30 4101.20
March 2022 4994.70 4284.95
Stock Performance
Bayer CropScience Limited (“BCSL”) Share Price vis-à-vis BSE Sensex April 01, 2021 to March 31, 2022:
BCSL Share Price BSE Sensex
70000 7000
BCSL SHARE PRICE (IN `)
60000 6000
50000 5000
BSE SENSEX
40000 4000
30000 3000
20000 2000
10000 1000
0 0
01-Apr-21
15-Apr-21
29-Apr-21
13-May-21
27-May-21
12-Jun-21
24-Jun-21
08-Jul-21
22-Jul-21
05-Aug-21
19-Aug-21
02-Sep-21
16-Sep-21
30-Sep-21
14-Oct-21
28-Oct-21
11-Nov-21
25-Nov-21
09-Dec-21
23-Dec-21
06-Jan-22
20-Jan-22
03-Feb-22
17-Feb-22
03-Mar-22
17-Mar-22
31-Mar-22
Months
75
Registrar & Share Transfer Agent

TSR Consultants Private Limited (“TCPL”) acts as the Registrar and Share Transfer Agent of the Company.
Share transfers, dividend payment, requests for duplicates, revalidation, transmission and other investor
related requests are attended by TCPL at its Registered Office situated at:
TSR CONSULTANTS PRIVATE LIMITED
(Unit - Bayer CropScience Limited)
C-101, 1st Floor, 247 Park,
L.B.S. Marg,
Vikhroli (West),
Mumbai - 400083
Tel: +91-22-66568484 Extn: 411 / 412 / 413
Fax: +91-22-66568494
Email ID: [email protected]
Website: https://www.tcplindia.co.in
Contact Person: Ms. Mary George
a) Branch Offices of TCPL

1. Bengaluru 2. Kolkata
C/o. Mr. D. Nagendra Rao C/o. Link Intime India Private Limited
“Vaghdevi” 543/A, 7th Main Vaishno Chamber, Flat No. 502 & 503
3rd Cross, Hanumanthnagar 5th Floor, 6, Brabourne Road
Bengaluru – 560019 Kolkata – 700001
Tel: +91-80-26509004 Tel: +91-33-40081986
Email : [email protected] Email : [email protected]
3. New Delhi 4. Jamshedpur
C/o Link Intime India Private Limited Bungalow No. 1, ‘E’ Road,
Noble Heights, 1st Floor Northern Town Bistupur,
Plot No. NH-2, C-1 Block, LSC Jamshedpur – 831001
Near Savitri Market, Janakpuri Tel: +91-657-2426937
New Delhi – 110058 Email : [email protected]
Tel: +91-11-49411030
Email : [email protected]
5. Ahmedabad 6. Mumbai
C/o Link Intime India Private Limited Building 17/19, Office No. 415 Rex Chambers,
Amarnath Business Centre-1 (ABC-1) Ballard Estate, Walchand Hirachand Marg,
Beside Gala Business Centre Fort, Mumbai-400 001
Nr. St. Xavier’s College Corner Tel: +91- 7304874606
Off. C.G. Road, Ellisbridge
Ahmedabad – 380006
Tel: +91-79-26465179
Email : [email protected]
Share Transfer System

In terms of amended Regulation 40 of SEBI Listing Regulations w.e.f. April 01, 2019, transfer of securities are
permissible only in electronic/demat form. The shares of the Company being in compulsory dematerialised
form, are transferable through the depository system. However, the requests for transmission/transposition/
amalgamation are processed if technically found to be in order and complete in all respects. All such requests
processed are approved by the Company on a weekly basis. Further, with effect from January 24, 2022,
SEBI has made it mandatory for listed companies to issue securities in demat mode only while processing
any investor service requests viz. issue of duplicate share certificates, exchange/sub-division/splitting/
consolidation of securities, transmission/transposition of securities. Also, vide its Circular dated January 25,
2022, SEBI has clarified that listed entities/RTAs shall now issue a Letter of Confirmation in lieu of the share
76
certificate while processing any of the aforesaid investor service request. The shareholders are required to
lodge the Letter of Confirmation with the Depository Participant with whom they maintain their demat account
to receive the credit of shares for the service request lodged.
Simplified Norms for processing Investor Service Request

SEBI vide its Circular dated November 03, 2021, and December 14, 2021 has made it mandatory for holders
of physical securities to furnish PAN, KYC and Nomination / Opt-out of Nomination details to avail any
investor service. Folios wherein any one of the above mentioned details are not registered by April 01, 2023
shall be frozen. The concerned Members are therefore urged to furnish PAN, KYC and Nomination/Opt-out
of Nomination by sending a physical copy of the prescribed forms duly filled and signed by the registered
holders to TSR Consultants Private Limited (Unit – Bayer CropScience Limited) C-101, 1st Floor, 247 Park,
L.B.S. Marg, Vikhroli (West), Mumbai – 400083. The forms are also available at the website of the Company
at www.bayer.in.
Distribution of shareholding as on March 31, 2022

Range of Shares Number of Number of Shares Percentage to Total
Shareholders Shareholders
1-500 60,583 2,252,525 97.57
501-1,000 902 614,822 1.45
1,001-2,000 321 446,402 0.52
2,001-3,000 89 216,479 0.14
3,001-4,000 33 116,248 0.05
4,001-5,000 26 115,667 0.04
5,001-10,000 51 345,747 0.08
10,001-20,000 26 366,092 0.04
20,001- 99,999,999,999 62 40,468,110 0.10
Total 62,093 44,942,092 100.00
Shareholding Pattern as on March 31, 2022

Category of Shareholder Number of Number of Number of Shareholding
Shareholders Shares Shares in as a Percentage
Dematerialized of Total Number
Form of Shares
(A) Promoter and Promoter Group
1 Indian Body Corporate 2 14,797,818 14,797,818 32.93
2 Foreign Body Corporate 4 17,305,181 17,305,181 38.51
Total Shareholding of Promoter 6 32,102,999 32,102,999 71.43
and Promoter Group (A) =
(A)(1)+(A)(2)
(B) Public Shareholding
1 Institutions
(a) Mutual Funds / UTI 19 4,462,896 4,462,363 9.93
(b) Financial Institutions / 9 10,863 7,550 0.02
Banks
(c) Insurance Companies 11 1,301,460 1,301,460 2.90
(d) Foreign Institutional 121 1,302,890 1,302,890 2.90
Investors / Foreign Portfolio
Investors - Corps
Sub-total (B)(1) 160 7,078,109 7,074,263 15.75
2 (a) Central Govt / State Govt 1 311 311 0.00
Sub-total (B) (2) 1 311 311 0.00
77
Category of Shareholder Number of Number of Number of Shareholding

Shareholders Shares Shares in as a Percentage
Dematerialized of Total Number
Form of Shares
3 Non-Institutions
(a) Bodies Corporate 715 1,212,483 1,210,299 2.70
(b) Individuals –
Individual shareholders 55,218 3,403,700 3,168,978 7.57
holding nominal share
capital upto ` 2 lakh
Individual shareholders 7 291,467 264,307 0.65
holding nominal share
capital in excess of ` 2 lakh
(c) Any other
i. HUF 1,710 375,151 375,151 0.83
ii. Non-Resident Indian (NRI) 2,285 318,291 317,780 0.71
iii. LLP 41 7,732 7,732 0.02
iv. Trust 10 1,984 1,984 0.00
v. Clearing Members 68 12,171 12,171 0.03
vi. Alternate Investment Funds 4 20,720 20,720 0.05
vii. NBFCs registered with RBI 2 5,680 5,680 0.01
viii. Bodies Corp - Non-NBFC 0 0 0 0.00
ix. Foreign Nationals 1 33 33 0.00
x. Directors & Relatives 1 533 533 0.00
xi. IEPF A/c 1 110,728 110,728 0.25
Sub-total (B) (3) 60,063 5,760,673 5,496,096 12.82
Total Public Shareholding (B) = 60,224 12,839,093 12,570,670 28.57
(B)(1) + (B)(2) + (B)(3)
Total (A)+(B) 60,230 44,942,092 44,673,669 100.00
List of Top 10 shareholders as on March 31, 2022

Sr. No. Name of Shareholders Number of Percentage to Total
shares Share Capital
1. Bayer Vapi Private Limited 8,039,736 17.89
2. Monsanto Investments India Private Limited 6,758,082 15.04
3. Bayer SAS 6,618,105 14.73
4. Bayer CropScience AG 5,354,030 11.91
5. Bayer AG 3,788,433 8.43
6. Monsanto Company 1,544,613 3.44
Aditya Birla Sun Life Trustee Private Limited A/C Aditya
7. 1,320,407 2.94
Birla Sun Life Tax Relief 96
8. HDFC Life Insurance Company Limited 571,366 1.27
Aditya Birla Sun Life Trustee Private Limited A/C Aditya
9. 478,321 1.06
Birla Sun Life MNC Fund
10. Indian Syntans Investments Private Limited 469,185 1.04
78
Pledge of Equity Shares

None of the Equity Shares held by the Promoters and / or Promoter Group as on March 31, 2022 have been
pledged or otherwise encumbered.
Dematerialization of Shares and Liquidity

In line with the notification received from Securities and Exchange Board of India, the shares of the Company
are traded compulsorily in dematerialized form with effect from March 21, 2000. The Company has signed
an Agreement with both the Depositories in the country, viz. National Securities Depositories Limited and
Central Depository Services (India) Limited, whereby the shareholders have an option to get the shares
dematerialized with any of the Depositories.
The process of conversion of the shares from physical to electronic form is known as Dematerialization.
The member desiring to dematerialize the shares has to open a Demat account with a Depository
Participant (DP) of his/her choice. Many nationalized banks and private sector undertakings offer this facility.
After opening the Demat account, the member has to hand over the physical share certificates, along with
the Demat Request Form, to his/her DP, who in turn will forward the documents to TCPL, both physically and
electronically. On receipt of the physical documents and electronic request routed through the Depository,
TCPL shall dematerialize the shares, if the documents are complete in all respect and give a credit into the
member’s Demat account maintained with the DP.
Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely
impact on equity
Not Applicable
Plant Location
Sr. No. Address
1. Plot Nos. 66/1 to 75/2, G.I.D.C. Industrial Estate, Himatnagar - 383 001, Gujarat
2. Plot No. 1, 4 & 5, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi, Silvassa – 396 240,
Union Territory of Dadra & Nagar Haveli
3. Survey No. 677, 678, Lalgadi Malakpet Village, Shamirpet Mandal, Medhchal District – 500078,
Telangana
List of Bankers
Sr. No. Name of Bankers
1. Axis Bank Limited
2. Bank of America
3. Citibank N.A.
4. Deutsche Bank
5. HDFC Bank Limited
6. The Hongkong and Shanghai Banking Corporation Limited
7. Sumitomo Mitsui Banking Corporation
8. State Bank of India
9. Cooperative Rabobank U A
79
Address for Investor Correspondence

1. The Company at the following address: 2. TCPL at their following address:
Bayer CropScience Limited TSR Consultants Private Limited
Law, Patents & Compliance Department (Unit – Bayer CropScience Limited)
Bayer House, Central Avenue, C-101, 1st Floor, 247 Park,
Hiranandani Estate, L.B.S. Marg, Vikhroli (West)
Thane (West) - 400 607. Mumbai – 400083
Tel. No.: 022 - 2531 1234 Tel: +91-22-6656 8484
Fax No.: 022 - 2545 5063 Extn.: 411 / 412 / 413
E-mail: [email protected] Fax: +91-22-6656 8494
Website: www.bayer.in E mail: [email protected]
Website: www.tcplindia.co.in
3. The Company has a specific Investor Grievance E-mail ID: [email protected]
All information / requests for share transfers, dematerialization, transmissions, change of address,
non-receipt of dividend warrants, duplicate/missing share certificates, and other matters connected
therewith, may be addressed to TCPL at the address mentioned above.
9. OTHER DISCLOSURES
Details of Annual General Meetings held in the past 3 years
Year Venue Date Time
2020-2021 AGM conducted through Video Conferencing/Other August 12, 2021 03:00 p.m.
Audio-Visual Means (OAVM)
2019-2020 AGM conducted through Video Conferencing/Other August 07, 2020 11:00 a.m.
Audio-Visual Means (OAVM)
2018-2019 Yashwantrao Chavan Pratishthan Auditorium, Y. B. Chavan July 24, 2019 11:00 a.m.
Centre, Gen. J. Bhonsale Marg, Mumbai - 400 021
Special Resolutions passed in the previous 3 Annual General Meetings

• Re-appointment of Mr. Pankaj Patel (DIN: 00131852) as the Non-Executive Independent Director of the
Company at the AGM held on August 12, 2021.
• Appointment of Mr. Rolf Hoffmann (DIN: 08460583) as the Whole-time Director and Chief Financial
Officer of the Company at the AGM held on July 24, 2019.
• Appointment of Mr. Duraiswami Narain (DIN: 03310642) as the Managing Director and Chief Executive
Officer of the Company at the AGM held on July 24, 2019.
Postal Ballot
Pursuant to Section 110 of the Act read with Rule 22 of Companies (Management and Administration) Rules,
2014 (Management Rules), as amended, the Company issued Postal Ballot Notice dated February 04, 2022,
for the following resolutions during FY 2021-22:
1. Appointment of Mr. Simon Britsch (DIN: 09194547) as the Director of the Company
2. Appointment of Mr. Simon Britsch (DIN: 09194547) as the Whole-time Director and Chief Financial
Officer of the Company
3. Appointment of Mr. Simon Wiebusch (DIN: 08335591) as the Director of the Company
4. Appointment of Mr. Simon Wiebusch (DIN: 08335591) as the Whole-time Director of the Company
5. Appointment of Mr. Brian Naber (DIN: 09115300) as the Non-Executive Non-Independent Director of the
Company
80
The said resolutions were passed by requisite majority. The voting results are given below:
Sr. Particulars of Resolution No. of Votes in Favour Votes Against
No. Votes Cast No. of % No. of %
Shares Shares
1. Appointment of Mr. Simon Britsch 38,611,529 38,547,357 99.83 64,172 0.17
(DIN: 09194547) as the Director of the
Company.
2. Appointment of Mr. Simon Britsch 38,606,206 37,289,910 96.59 1,316,296 3.41
(DIN: 09194547) as the Whole-time Director
and Chief Financial Officer of the Company.
3. Appointment of Mr. Simon Wiebusch 38,611,513 38,545,343 99.83 66,170 0.17
(DIN: 08335591) as the Director of the
Company.
4. Appointment of Mr. Simon Wiebusch 38,606,176 37,289,511 96.59 1,316,665 3.41
(DIN: 08335591) as the Whole-time Director
of the Company.
5. Appointment of Mr. Brian Naber 38,611,483 38,574,456 99.90 37,027 0.10
(DIN: 09115300) as the Non-Executive
Non-Independent Director of the Company.
Details of non-compliance
There was no non-compliance by the Company on any matters related to capital markets during the last 3
years.
Means of communication
The Company provides all the statutory information to its shareholders using multiple channels of
communication, including dissemination of information on the online portal of BSE Limited, Press Releases,
Annual Reports, Investor Presentations, and by placing relevant information on its Website.
The quarterly and annual results are shared with BSE Limited in a timely manner. The results are also
published in leading English newspapers having nationwide circulation, as well as leading Marathi daily
newspapers.
The Annual Report is also available on the website of the Company at www.bayer.in in a user-friendly and
downloadable manner, along with all official news releases and Board approved policies.
Pankaj Patel
Chairman
81
CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER OF THE COMPANY
We, Duraiswami Narain, Vice Chairman & Managing Director and Chief Executive Officer and Simon Britsch,
Executive Director & Chief Financial Officer, to the best of our knowledge and belief, hereby certify that:
A. We have reviewed the financial statements and the cash flow statement for the financial year ended March 31,
2022 and that to the best of our knowledge and belief we state that:
1) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that may be misleading;
2) these statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
B. We further state that to the best of our knowledge and belief, there are no transactions entered into by the
Company during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct.
C. We are responsible for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and
have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
D. We have indicated to the Auditors and the Audit Committee:
a) significant changes in internal control over financial reporting during the financial year;
b) significant changes, if any in accounting policies during the financial year and that the same have been
disclosed in the notes to the financial statements; and
c) instances of significant fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over
financial reporting.
E. We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect
of matters involving alleged misconduct) and we have provided protection to the ‘whistle blowers’ from unfair
termination and other unfair or prejudicial employment malpractices; and
F. We further declare that all the Board members and Senior Managerial personnel of the Company have
affirmed compliance with the Code of Conduct for the year under review.
Duraiswami Narain Simon Britsch

Vice Chairman & Managing Director Executive Director &
Mumbai, India and Chief Executive Officer Chief Financial Officer
May 24, 2022 (DIN: 03310642) (DIN: 09194547)

82
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to regulation 34(3) and Schedule V Para C clause (10)(i) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)]
To,
The Members,
Bayer CropScience Limited,
Hiranandani Estate,
Thane West - 400607
Maharashtra
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors
of Bayer CropScience Limited [CIN.: L24210MH1958PLC011173] (hereinafter called the ‘Company’) having
its Registered Office at Bayer House, Central Avenue, Hiranandani Estate, Thane West - 400607 and also the
information provided by the Company, its officers and the authorised representatives for the purpose of issuance
of the Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR), as amended vide notification no SEBI/LAD/NRO/GN/2018/10 dated May 9, 2018 issued by SEBI.
In our opinion and to the best of our information and according to the verifications [including Directors Identification
Number (DIN) status at the portal www.mca.gov.in)] as considered necessary and explanations furnished to us by
the Company and its officers, we hereby certify that none of the Directors on the Board of the Company as stated
below for the Financial Year ending on March 31, 2022 have been debarred or disqualified from being appointed
or continuing as Directors of the Company by Securities and Exchange Board of India, Ministry of Corporate
Affairs or any such other Statutory Authority.
S. No. Name of the Director DIN Date of Appointment in the Company*

1. Mr. Pankaj Patel 00131852 July 5, 2016
2. Mr. Sekhar Natarajan 01031445 October 1, 2019
3. Mr. Narain Duraiswami 03310642 October 23, 2018
4. Dr. Harsh Kumar Bhanwala 06417704 February 12, 2021
5. Dr. Thomas Hoffmann 06485949 April 02, 2013
6. Ms. Ketaki Sanat Bhagwati 07367868 January 15, 2019
7. Mr. Simon Wiebusch 08335591 December 17, 2021
8. Mr. Brian Naber 09115300 January 01, 2022
9. Mr. Simon Britsch 09194547 September 01, 2021
*Date of appointment is taken from MCA.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification.
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
For BNP & Associates
Company Secretaries
[Firm Regn. No.: P2014MH037400]
PR No. 637/2019
Avinash Bagul
Partner
Place: Mumbai FCS 5578 / CP No. 19862
Date: May 24, 2022 UDIN: F005578D000367478
83
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To
The Members
We have examined the compliance of conditions of Corporate Governance by Bayer CropScience Limited (“the
Company”), for the year ended on March 31, 2022, as stipulated in Regulations 17 to 27, clauses (b) to (i) of
Regulation 46(2) and paragraphs C, D and E of Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) pursuant to the Listing
Agreement of the said Company with stock exchange.
The compliance of the conditions of Corporate Governance is a responsibility of the Management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
In our opinion and to the best of our information and according to the explanation given to us and considering the
relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India in view of
COVID-19 pandemic, we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in the above-mentioned Listing Regulations.
We further state that compliance is neither an assurance as to the future viability of the Company nor as to the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For Nilesh A. Pradhan & Co., LLP

Company Secretaries
Nilesh A. Pradhan
Partner
FCS No: 5445
COP No: 3659
Place: Mumbai PR No.:1908/2022
Date: May 24, 2022 UDIN: F005545D000366718
84
Business Responsibility Report
Section A: General Information about the Company

1. Corporate Identity Number (CIN) of the Company L24210MH1958PLC011173
2. Name of the Listed Entity Bayer CropScience Limited
3. Registered address Bayer House, Central Avenue,
Hiranandani Estate, Thane (West) - 400 607.
Tel. No.: + 91 22 2531 1234
Fax No.: + 91 22 2545 5063
4. Website www.bayer.in
5. E-mail id [email protected]
6. Financial year reported FY 2021-22
7. Sector(s) that the Company is engaged in NIC Code:
(industrial activity code-wise) 20211 - Manufacture of insecticides,
rodenticides, fungicides, herbicides
01113 - Growing of other cereals
8. List three key products/services that the Dekalb, Nativo WG and Roundup
Company manufactures/provides
(as in Balance Sheet)
9. Total number of locations where business Number of International Locations
activity is undertaken by the Company (Provide details of major 5) – None
Number of National locations – 28 locations
including Manufacturing plants,
Multi-breeding stations,
Registered office and Regional offices
10. Markets served by the Company Pan India
Section B: Financial Details of the Company

1. Paid-up Capital ` 449,420,920
2. Total Turnover ` 47,344 Million
3. Total profit after taxes ` 6,453 Million
4. Total Spending on Corporate Social 1.95%
Responsibility (CSR) as percentage
of Profit after taxes (%)
5. List of activities in which expenditure in 4 above Rural Development
has been incurred Preventive Healthcare
Education and Community Engagement
85
Section C: Other Details

1. Does the Company have any Subsidiary Company/Companies?
There are no subsidiary companies.
2.
Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent
Company? If yes, then indicate the number of such subsidiary Company(s).
Not applicable.
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business
with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of
such entity/entities? [Less than 30%, 30-60%, more than 60%]
Bayer engages with 30-60% of the business partners including suppliers and contract manufacturers on
various sustainability initiatives. Bayer regularly audits its business partners for operational risks in line with
the Supplier Code of Conduct which is signed and adhered by all its business.
We continue to consider health and safety as our top priority. Through our CSR activities, we continued our
contribution by donation of oxygen concentrator, PPE Kits to nearby hospitals. We also held awareness
campaigns at nearby villages on importance of vaccination and provided necessary administrative support
along with conducting an eye checkup camp and free Cataract operation at nearby hospitals.
Section D: Business Responsibility (BR) Information

1. Details of Director/Directors responsible for BR
a. Details of the Director/Directors responsible for the implementation of the BR policy/policies:
The CSR Committee of the Company is responsible for the implementation of the Business Responsibility
Reporting. The composition of the CSR Committee as on March 31, 2022 is given herein:
Name DIN Designation

Mr. Duraiswami Narain 03310642 Vice Chairman & Managing Director and CEO
Mr. Simon Britsch 09194547 Executive Director & Chief Financial Officer (CFO)
Mr. Pankaj Patel 00131852 Non-Executive Independent Director
Ms. Ketaki Bhagwati 07367868 Non-Executive Independent Director
b. Details of the BR Head

Particulars Details
DIN Number (if applicable) 03310642
Name Mr. Duraiswami Narain
Designation Vice Chairman & Managing Director and CEO
Telephone Number +91 22 2531 1234
E-mail ID [email protected]
86
2. Principle-wise (as per NVGs) BR policy/policies

a. Details of compliance (Reply in Y/N)
Sr. Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1. Do you have a policy/policies for...? Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated Y Y Y Y Y Y Y Y Y
in consultation with the relevant
stakeholders?
3. Does the policy conform to any national/ Y* Y* Y* Y* Y* Y* Y* Y* Y*
International standards? If yes, specify?
(50 words)
4. Has the policy been approved by the Y** Y** Y** Y** Y** Y** Y** Y** Y**
Board? If yes, has it been signed by MD/
owner/CEO/Appropriate Board Director?
5. Does the Company have a specified Y Y Y Y Y Y Y Y Y
committee of the Board/Director/Official to
oversee the implementation of the policy?
6. Indicate the link for the policy to be viewed Y+ Y+ Y+ Y+ Y+ Y+ Y+ Y+ Y+
online
7. Has the policy been formally Y Y Y Y Y Y Y Y Y
communicated to all relevant internal and
external stakeholders?
8. Does the Company have in-house Y Y Y Y Y Y Y Y Y
structure to implement the policy/policies?
9. Does the Company have a grievance Y Y Y Y Y Y Y Y Y
redressal mechanism related to the
policy/policies to address stakeholders’
grievances related to the policy/policies?
10. Has the Company carried out independent Y++ Y++ Y++ Y++ Y++ Y++ Y++ Y++ Y++
Audit/evaluation of the working of this
policy by an internal or external agency?
*The policies have been developed as per the Companies Act, 2013 (“the Act”) and SEBI Listing Regulations and the global policies are in line with the global
statutory requirements. They are also on the lines of the ‘National Voluntary Guidelines on Social, Environment and Economic responsibilities of businesses’
established by the Ministry of Corporate Affairs, Government of India in 2011.
**Few statutory policies viz. CSR and Whistle Blower Policy are approved by the Board and other internal policies are approved by Bayer AG globally and are
implemented as per local laws and regulations.
+ All our policies are available for employees to view on the Company’s intranet. For external stakeholders wishing to view the policies, a request can be emailed
to the Compliance Officer.
++We have various kinds of audits carried out like Internal Audit, Global Audit, Compliance Audit which are independent and cover specific policies.
b. If answer to Sr. No. 2 against any principle, is ‘No’, please explain why:
Not applicable
Governance related to BR:
a. Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the
BR performance of the Company. Within 3 months, 3-6 months, Annually, more than 1 year
CSR committee is responsible for the BR performance of the Company. The committee, annually reviews
and assesses the business responsibility performance of the Company.
b. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this
report? How frequently it is published?
This is Company’s sixth Business Responsibility Report which is published annually in the Annual Report.
The report is also available at www.bayer.in. The detailed aspects of our sustainability performance are highlighted
in our parent organization Bayer AG’s sustainability report which can be accessed at www.bayer.com.
87
Section E: Principle-Wise Performance
Principle 1 - Businesses should conduct and govern themselves

with Ethics, Transparency and Accountability
Bayer CropScience Limited demonstrates LIFE (Leadership,

Integrity, Flexibility and Efficiency) values to enhance trust,
transparency and satisfactory consumer services. We also
ensure effective implementation of our values across our
business operations to strengthen relationships with all our
stakeholders. During the pandemic, the Company exhibited
strong leadership skills and adopted effective digital mechanisms
to track preparedness across all sites. Further, leaders across
sites ensured the provision of a safe working environment in line
with the Company’s business continuity plan. Furthermore, we
efficiently communicated all safety norms and healthy lifestyle
measures through training programs and social media platforms.
1. Does the policy relating to ethics, bribery 2. How many stakeholders’ complaints have
and corruption cover only the Company? been received in the past financial year
Yes/No. Does it extend to the Group/Joint and what percentage was satisfactorily
Ventures/Suppliers/Contractors/NGOs/ resolved by the management? If so,
Others? provide details thereof, in about 50 words

The Company expects highest standard of or so.
integrity in all its business dealings. The global We have established a toll-free number as well
Corporate Compliance Policy that outlines Bayer’s as an e-mail reporting mechanism, the details
principles of business conduct, is applicable to all of which are given in the Whistle Blower Policy
the employees and covers all the legal entities as uploaded on the website of the Company
worldwide, including BCSL. This Policy, amongst www.bayer.in, to ensure effective redressal of
others, expects our suppliers and subcontractors stakeholder complaints against any identified
to share Bayer’s commitment of operating in a unethical practices within the organization.
responsible and ethical manner, consistent with Further, our Whistle Blower Policy, in line with
our principles and ensuring compliance with the Section 177(9) of the Companies Act, 2013
Bayer Supplier Code of Conduct. and Regulation 22 of SEBI Listing Regulations,
represents a stronghold for our employees to
Further, Bayer maintains a comprehensive system raise any ethical concerns. Additionally, our
designed to identify risks in high stake topics such Stakeholder Relationship Committee ensures
as antitrust, corruption, conflict of interest, data all investor queries and concerns are effectively
privacy, etc. As part of this integrated compliance resolved in a timely manner.
management system, there are well-established
policies as well as procedures to mitigate the In FY 2021-22, we have received 15 investor
identified risks and safeguard the interest of the complaints and all of which have been satisfactorily
Company to avoid any violations. resolved as on the date of this report.
88
Principle 2 - Businesses should provide goods and services that are

safe and contribute to sustainability throughout their life cycle
Bayer adheres to its responsibility of providing safe and secure

goods and services to its consumers. We also prioritize product
stewardship to manage environmental impacts of our products
and materials at different stages of production, use and disposal.
Furthermore, we ensure safe standards, procedures, quality and
performance through our regulatory stewardship, based on the
following 5 pillars:
• Promote sustainable AG impact
• Next level digital data R&D organization
• Fuel leading portfolio
• Put grower and end consumer in forefront
• Develop and empower People
1. List up to 3 products or services whose design has incorporated social or environmental

concerns, risks, and/or opportunities.
Bayer CropScience Limited caters to the needs of nearly 20 Million farmers by providing services pertaining
to crop protection, seeds, traits, biologicals, digital farming, and environmental science. Our product portfolio
is designed to support and nurture the environment.
Our product categorization is provided below:

• Wettable Powders (Melody Duo WP, Aliette WP)
• Water Dispersible Granules (Profiler WG, Admire WG)
• Suspension Concentrates (Movento Energy, Gaucho FS, Infinito SC, Bounous SC, Vayego SC)
• Oil Dispersion (Movento OD, Solomon OD)
• Water-based soluble Liquid (Roundup 41% SL, Roundup Speed 54% SL)
• Hybrid seeds (Corn)
The Company incorporates and assesses the direct and indirect environmental and social risks across
upstream and downstream manufacturing processes of the above-mentioned products. By incorporating
environmental and social risks, we focus on conserving resources, minimizing waste and hence reducing our
overall environmental impact of the products.
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To ensure the safe and responsible use of products, we have implemented targeted initiatives
as mentioned below:
Preventing unhealthy reuse of discarded 2D - Anti-Counterfeiting

packaged products
To address the issue of counterfeiting of products,
Reuse of our discarded bags and containers we developed a unique 2D code for all our products
possess a health hazard to our society. We continue which gets printed during packaging. The 2D
to enhance awareness among farmers on the code helps famers to identify genuine products
health risks associated with discarded packaging. by verifying the code and sharing the number to
We targeted to withdraw these discarded packages Bayer’s helpline. The request would be followed by
from rural and farfetched areas. In order to do so, a confirmation message to the farmer authenticating
we obtained a licence from Pollution Control Board the registered product. In case of unavailability of
and onboarded vendors to collect this waste and technology, the farmer can reach out to the nearest
incinerate it. Furthermore, we continued to enhance supplier with a photograph to confirm the authenticity
awareness among farmers from rural and back of the product.
urban areas on the health risks associated with
discarded packaged bags.
Mono dose pack and measuring

Awareness sessions
cup with products
Creating awareness regarding product stewardship
Pesticides have both advantages and disadvantages
is one of our key priorities. While conducting
for the farmers. The optimum usage of the pesticides
product promotion campaigns, we highlight safe
is necessary to ensure good yielding of crops.
and responsible use of the products. Furthermore,
To address the issue, we packaged fixed mono
we also initiate partnerships with academia and
dosage amounts of 2g, 5g and 10g packs for
industries to create cascading mass impact by
easier and measured utilization of the product. This
demonstrating pilot and campaigns organized in
initiative helped farmers to deliver consistent and
sync with the season.
high-quality crops.
2. For each product, provide the following details in respect of resources (energy, water, raw
material etc.) per unit of product (Optional)
Reduction in resource use (raw material, energy, water,
any other) per unit of production achieved throughout
Products whose design has incorporated
the value chain with respect to the previous year
environmental/social concerns, risks and opportunities
Water (Million Cubic
Energy (MWH)
Meter)
WP Products No reduction NA
(Melody Duo WP, Aliette WP, K-Obiol WP) (No water use in products)
WG Products (Glamore WG, Jump WG, Lesenta WG, 0.285 1.0 x 10-7
Profiler WG, Admire WG)
SC Products (Movento Energy, Gaucho FS, Solomon OD, 0.08 0.2 x 10-7
Bounous SC, K-Othrine SC, Premise SC, Monceren SC,
Velum Prime SC, EverGol Xtend, Emesto Prime, Raxil,
Responsar, Regent Gold, Luna Experience, Infinito, Bounos)
Roundup 41% SL 0.03 0.222
IPA Salt of glyphosate 54% SL 0.03 0.044
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Increased focus and significant efforts in conservation, also ethical, social and ecological principles are
recycling and reuse of resources have resulted in therefore anchored in our Procurement Policy,
achieving optimum levels. Bayer has also undertaken which is binding for all employees worldwide.
the following mentioned initiatives to ensure
conservation of resources such as energy and water:
Procurement is an enabling function that
•
Reducing water consumption and wastewater acts centrally on behalf of all divisions and
generation by use of Sunflower oil (25% enabling functions and leverages synergies by
replacement) as alternative bundling know-how and procurement spend.
Our main direct procurement materials include
•
Certified Zero Liquid Discharge (ZLD) at active ingredients, raw materials, intermediates,
Himatnagar and Silvassa plants finished products and seeds. Technical goods and
• Installed 20 KLD capacity sewage treatment plant services, marketing services and research and
at Shamirpet site for handling of sewage water and development services are important components
reusing the treated water for surface gardening of our indirect procurement portfolio.
•
Installed 70 KW solar power generation plant
Procurement operates according to established
at Shamirpet site and 20 KWp Solar power
procurement and supplier management
generation plant at Silvassa site for enhancing
processes. Long-term contracts and active supplier
renewable energy consumption and reducing
management for strategically important goods and
dependency on non-renewable sources
services are important elements here. They serve
to minimize procurement-specific risks such as
3.
Does the Company have procedures in
supply bottlenecks or significant price fluctuations,
place for sustainable sourcing (including
safeguard the Company’s competitiveness and
transportation)?
ensure smooth production processes. Bayer works
As a global company, Bayer procures services closely with selected suppliers to systematically
and materials from different geographies. involve them in innovation processes.
Our procurement and supplier management
processes anchor a high level of ethical, social Sustainability in the Supply Chain
and environment-related principles. We expect
Clear, sustainability-oriented criteria and standards
our suppliers to also observe and adhere to
apply to our supply chain at both a global and
these principles and support them in doing so.
regional level. A four-step process is established
Through this approach we help to improve the
throughout the Company to improve sustainability
sustainability of our supply chain.
practices in the supply chain. Bayer’s procurement
Procurement operates in accordance with ethical, employees are supported in the implementation of
environmental, social, and economic principles. our sustainability requirements through targeted
We regard adherence to sustainability standards Group-wide training measures.
within the supply chain as a crucial factor in
the value chain and therefore aim to minimize
Furthermore, a worldwide network of local
risks and create stable, long-term business sustainability experts provides support in the
relationships with our suppliers. The procurement communication and implementation of measures
organization supplies the Company with raw in countries where heightened sustainability risks
materials, goods and services all around the predominate. These experts undergo regular
world. We exert influence on society and the training and then share the acquired knowledge
environment through our procurement activities in their teams and countries, as well as with
and supplier relationships. Not only economic, but suppliers.
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Our four-stage Management Process to Improve procurement spend (more than €0.5 Million).
Sustainability Practices in the Supply Chain The suppliers identified in these two steps are once
encompasses: again validated by the procurement organization,
and the suppliers requiring evaluation are then
conclusively specified.
Raising Awareness Also included are suppliers for which evaluations
were performed through our industry initiatives
‘Together for Sustainability’ (“TfS”) as well as
those who have proactively allowed themselves to
Selecting Supplier be evaluated.
for Evaluation
Evaluating sustainability performance
Bayer verifies the observance of the code
Evaluating requirements by the suppliers selected in Step 2
Sustainability through EcoVadis online assessments or on-site
Performance audits conducted by external and Bayer auditors.
The online assessment criteria of EcoVadis –
broken down into the areas of environment, ethics,
labor practices & human rights, and sustainable
Developing procurement – correspond to the requirements
Suppliers of our code and also consider country and
industry-specific conditions and supplier size.
The audit criteria included both the specifications
Raising awareness of our code and the industry-specific requirements
of the TfS.
The core principles of our sustainability
requirements are established in Bayer’s Supplier Developing suppliers
Code of Conduct, which is based on our Bayer
Human Rights Policy, the principles of the U.N. The online assessments and on-site audits are
Global Compact. The code is available in 12 analyzed so that specific improvement measures
languages and covers the areas of ethics, relations can be defined. A supplier receives a critical result
with employees and other stakeholders (including if a serious violation or several major findings in
human rights), health, safety, environment and sustainability performance are identified. In these
quality, and governance and management cases, Bayer requests that the suppliers remedy
systems. the identified weaknesses within an appropriate
timeframe based on specific action plans.
The code is applied in the selection and evaluation We monitor the implementation of these activities
of our suppliers and is integrated into electronic by way of re-assessments or follow-up audits.
ordering systems and contracts throughout the
Bayer Group. As a result, suppliers must already
The management process helps suppliers to
commit to our core principles upon registration. enhance their sustainability performance and
bridge the identified gaps through evaluations.
Selecting suppliers for evaluation Apart from evaluations, training courses and
workshops are also organized for the suppliers
Each year, Bayer systematically selects suppliers
by industry initiatives such as ‘Together for
whose observance of the code requirements
Sustainability’.
needs to be reviewed through an online evaluation
or an audit. The first step is to identify all suppliers
of strategic relevance to Bayer who must 4.
What percentage of the inputs were
automatically undergo a sustainability evaluation. sourced sustainably? Also, provide details
thereof, in about 50 words or so.
In the second step, Bayer gives the remaining The Supplier Code of Conduct is the guiding
suppliers a sustainability risk classification based principle for procurement and all our suppliers have
on the country / category risk and significant to adhere to the same which ensures sustainability
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in supply chain. Bayer has the right to review the

Bayer directed reach to smallholder farmers
sustainability performance of a supplier, either through Project Sahbhaagi, an app-based
by assessment or by audit executed by Bayer or service for local farmers. We have effectively
a third party. Audits for Quality, Health, Safety implemented the Sahbhaagi programme across
and Environment (QHSE) are carried out for 235 territories in 48 business locations, consisting
numerous suppliers to ensure 100% responsible of 5 commercial units. Sahbhaagi's play a critical
procurement. role in connecting with smallholder growers in
India's rural marketplaces for safe and responsible
5.
Has the Company taken any steps to product and service use, as well as assisting us in
procure goods and services from local & registering digitally enabled sales and generating
small producers, including communities grower transactional data and insights.
surrounding their place of work? If yes,
what steps have been taken to improve 6.
Does the Company have mechanism to
their capacity and capability of local and recycle products and waste? If yes, what
small vendors? is the percentage of recycling waste and

Partnering with local vendors and suppliers products?
provides advantages for both the organization Bayer has adopted a waste management strategy
and the local vendors. It helps to build the local across its sites and business practices to minimize
economy, enriches local culture, benefits the the waste generated and conserve natural
environment, and reduces delivery hours and resources. This continued effort to eliminate,
inventory measures. We strategically ally with recycle, and reuse waste, has resulted in reduction
those local vendors and suppliers who affirm to of the quantity of waste being disposed. For water
meet our business requirements and provide conservation, we have taken various initiatives
enough livelihood opportunities to the local to recycle 95% of washed water for Suspension
manpower. Concentrates and Wettable Granule products.
For FY 2021-22, we actively procured goods from Initiatives undertaken by the Himatnagar Site and
more than 100 MSME (Micro, Small and Medium
Bengaluru R&D station with estimated savings
Enterprise) vendors.
have been provided below:
Bayer established 1,100 Better Life Farming (BLF) • 72% of water was recycled through 20 KLD of
Centers across India under Better Life Farming STP and used for gardening purposes
Alliance, which is a one-stop shop for end-to-
• 62% of the water from seed washing and RO
end farmer solutions. This initiative also helped
reject water recycling system was reused for
to augment rural employment by appointing
agri-entrepreneurs in rural markets who run BLF gardening purposes
Centers. Farmer Producer Organization (“FPO”) • Around 88% of compost was generated from
engagements were undertaken for capacity compost pit and later used in agricultural
building of local farmers. The key enablers of these research
programmes were resource planning, developing
crop solution, potential mapping of FPO’s, •
Reducing Packaging Waste: Measures
partnerships, etc. Through FPO engagement few undertaken for managing waste across the
key highlights are as follows: sites of Bayer have been mentioned below:
• Engagement with approximately 1,250 FPOs »

Recycle of Primary Packing Materials,
Flexible Intermediate Bulk Container (FIBC):
• Extended reach to FPO smallholder farmer

To prevent environmental damage from
• Formation of FPO clusters
packaging waste, several approaches
• Enabling 180 FPO clusters were adopted like strategic short-term
• Developing crop value chains for FPOs storage, resulting in the elimination of 3.6
• Up-skilling with training series on finance to MT of contaminated waste, thus assisting in
governance along with partners environmental conservation
93
» Sourcing of Raw Materials into Bigger Packs: Modified the Roundup 5-litre bottle for finished
We have normalized our packing size of products at Silvassa site, which has resulted
raw materials to bigger packs instead of the in 10% weight reduction; expected to reduce
small ones. This has indeed reduced waste HDPE usage by 15MT
generation and decreased the production of » At Shamirpet site, waste corn cobs are sent
contaminated waste. We have also changed to biomass plant and used as fuel for power
the sourcing of few liquid raw materials from generation
high-density polyethylene (HDPE) drums
»
1,316 tonnes waste corn cobs (shank) are
to tankers. This has increased reusability,
sent to biomass plant as fuel for power
storage, and decreased contamination
generation
matters
» 1,330 kgs gardening and canteen waste is
» Packing of Finished Goods into Big Packs: converted into compost using organic waste
Increasing the packing quantity has resulted converter
in reduced exposure of chemicals, reduced » Other wastes like 860 litres waste oil, 27 used
human intervention and it also improves batteries and 127 kgs E-waste are being sent
handling. Our imports of 20 kg packs have to Central Pollution Control Board authorized
been increased to 180 kg packs recyclers
Principle 3 - Businesses should promote the well-being of all employees
Our employees are the driving force of the Company across all our
business operations. It is our key priority to ensure their well-being
in terms of physical and mental health to boost productivity
and build an inclusive work environment, one that respects and
promotes basic human rights. We have a strong Performance
Management Process (PMP) in place which not only prioritizes the
well-being of employees but also accelerates a high performance
culture. The PMP is inclusive of goal settings for all our
employees, regular employee engagement and robust feedback
mechanisms. It also includes short-term incentives and rewards for
each employee category.
94
1.
Please indicate the Total number of employees. Please indicate the Total number of
employees hired on temporary/contractual/casual basis. Please indicate the Number of
permanent women employees. Please indicate the Number of permanent employees with
disabilities. Do you have an employee association that is recognized by management.
What percentage of your permanent employees is members of this recognized employee
association?
1,318 total number 1 permanent employee

of employees with disability
8,738 employees on OUR An employee association

temporary/contractual/ recognized by management at
casual basis
WORKFORCE
Himatnagar plant
6% of permanent employee
228 permanent women members are members of
employees the employee association at
Himatnagar plant
2. Please indicate the number of complaints relating to child labor, forced labor, involuntary
labor, and sexual harassment in the last financial year and pending, as on the end of the
financial year.
Through our policies and procedures, we ensure zero tolerance towards non-compliances of basic human
rights, i.e., child labor, forced labor, discrimination, sexual harassment, among others across our business
operations. Along with Bayer’s Code of Conduct, we also have a comprehensive anti-sexual harassment
policy, in line with Government regulations and requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act of 2013. The policy is extended to all our employees,
notwithstanding the nature of contract, to ensure zero tolerance against any misconduct identified and
reported. Additionally, we have set up an Internal Committee (IC) and a dedicated compliance hotline to
address all grievances pertaining to sexual harassment and human rights. Furthermore, we have a dedicated
compliance hotline and have made all our policies available to all our employees for their perusal.
Sr. Category No. of complaints filed No. of complaints

No. during the financial year pending as on end of this
2021-22 financial year 2021-22
1. Child labor/forced labor/involuntary labor NIL NIL
2. Sexual harassment NIL NIL
3. Discriminatory employment NIL NIL
3. What percentage of your under mentioned employees were given safety & skill up-gradation
training in the last year?
Everything we do begins with our people. Employees are any company’s most essential resource and asset.
Our employees and their knowledge & skills play an important role in our success. To enhance the skill set
of our employees, we offer a broad portfolio of development and training opportunities that ensure real-life
application. Learning & Training is not a stand-alone solution; it is part of a holistic talent management
approach, driven by the Check-Ins, Development Dialogue discussions, PMP discussions, and feedback
tools like the 360o feedback, Mentoring Connects, Leadership, Pulse Surveys, etc.
95
At Bayer, we have a strong learning strategy that guides our training and development initiatives. We follow
a PULL v/s PUSH approach across our trainings, enabling real-time and future-ready skill-upgradation for all
our employees. We also implement a blended learning approach across the organization through Micro Bite
Sized Learnings, Cross-Functional Action Learning Projects, Expert Masterclasses and innovative App-based
learning, among others.
We conduct a myriad of skill-upgradation and safety trainings for all our employees. Further, our leadership
development is provided across various platforms as mentioned below:
The “Bayer Academy”

offers training for both
Special Cross-
Leadership & General
Functional Learning
Management, a wide
Projects, Initiatives,
selection of learning Internal & customised
Short Term
opportunities based on Selected and learning offerings
Assignments, etc. which
skill sets and challenges customised external catering to the need of
further fuel the career
with both global and learning programmes. the function/business/
development, cross-
local relevance, and teams.
functional learning, and
a broad variety of
growth opportunities for
Functional Academies &
our employees.
Learning Organisations
within Bayer.
Performance and awareness of our employees are upgraded by undergoing various skill -
upgradation and safety training.
Safety Training
Category
Himatnagar Silvassa Shamirpet
Permanent Employees 100% 100% 100%
Permanent Women Employees 100% 0 100%
Casual/Temporary/Contractual Employees 100% 100% 100%
Skill-upgradation Training
Category
Himatnagar Silvassa Shamirpet
Permanent Employees 100% 100% 100%
Permanent Women Employees 100% 0 100%
Casual/Temporary/Contractual Employees 100% 90% 100%
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Principle 4 - Businesses should respect the interests of, and be responsive

to the needs of all stakeholders, especially those who are disadvantaged,
vulnerable, and marginalized
At Bayer, we conduct periodic stakeholder engagements, ensuring

inclusivity and prioritization to understand key issues that impact
both the organization and stakeholder wellbeing. Further, we
consistently aim to incorporate stakeholder concerns across our
business operations to ensure long-term value creation.
These engagements enable us to enhance trust and transparency

amongst stakeholders and effectively respond to their needs and
concerns. We have mapped our internal and external stakeholders
along with the identification of vulnerable and marginalized
groups of the society, to address their grievances and implement
initiatives for their welfare.
1. Has the Company mapped its internal and external stakeholders?

Yes, Bayer has mapped its internal and external stakeholders through the following methodology:
Mapping identified
Analysis of the strengths and
stakeholders with regard to
weaknesses to identify and
significance and impact on
prioritize stakeholder groups
the organization
Developing curated stakeholder

Conducting regular engagements
engagement mechanisms and
with prioritized stakeholder
strategies for each identified
groups to understand key issues
stakeholder group
and concerns
The prioritized stakeholder groups of Bayer CropScience Limited identified through the above-mentioned
methodology are listed below:
• Partners: Customers, Suppliers, Employees, Associations and Universities/schools
• Financial Markets and Participants: Investors, Banks and rating agencies
• Social interest groups: General public, NGOs, local communities and competitors
• Regulators: Law makers and authorities
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2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized
stakeholders?
Bayer has mapped its vulnerable, marginalized and underdeveloped stakeholder groups of the society
and conducts periodic interactions with them to understand evolving issues and concerns. Additionally, we
undertake dedicated and curated initiatives to address stakeholder needs. We also incorporate feedback
across initiatives to further improvise on our engagement mechanisms. Additionally, certain awareness and
training sessions are conducted for the below mentioned vulnerable groups:
• Women
• Children
• Handicapped/Specially abled people
• Farmers from a marginalized background
3. Are there any special initiatives taken by the Company to engage with the disadvantaged,
vulnerable, and marginalized stakeholders? If so, provide details thereof, in about 50 words
or so.
We implement dedicated initiatives for identified disadvantaged, vulnerable and marginalized stakeholders.
Further details on our initiatives are provided in Principle 8 of this report.
Principle 5 - Businesses should respect and promote human rights
At Bayer, we respect and promote Human Rights as a fundamental

pillar upon which the Company’s values are built. Human rights
represent universal fundamental rights based on dignity, fairness,
equality, and respect for all. We ensure zero tolerance towards
discrimination based on caste, creed, religion, color, gender, age,
nationality, or disability.
We consistently aim to foster a workplace and culture free of

bigotry and harassment, enabling people to work at their optimum
capacity. Additionally, our Sustainability team collaborates with all
entities to ensure effective implementation of our Human Rights
policy across our business operations.
98
1. Does the policy of the Company on human Corporate Compliance Policy obligate all of our
rights cover only the Company or extend employees, regardless of location, to act in a
to the Group/Joint Ventures/Suppliers/ fair and lawful manner towards everyone in the
Contractors/NGOs/Others? Company.
Yes, the policy covers all our employees and
2. How many stakeholders’ complaints have
suppliers. We believe that our ideals must be
been received in the past financial year
reflected across the business operations of all
and what percentage was satisfactorily
our partners as well. The Bayer Code of Conduct
resolved by the management? If so,
provides guidelines to protect human rights,
provide details thereof, in about 50 words
and our Whistle Blower Policy represents a safe
or so.
platform for all our employees to report infractions
of these policies. We ensure strict implementation of all our policies
across our business operations. Further, we also
Our Supplier Code of Conduct clearly outlines and encourage the integration of our values amongst
defines key human rights parameters that all our our workforce and value chain. This approach
suppliers must be in compliance with. We strictly enables us to consistently strengthen stakeholder
ban the use of child labor in any of our business relationships as well as instill trust and transparency
and supply chain operations to ensure compliance across the Company’s business processes and
with the Child Labor (Prohibition and Regulation) services. There were no grievances against any
Act, 1996. Additionally, our LIFE principles and of the service providers in FY 2021-22.
Principle 6 - Business should respect, protect, and make efforts to

restore the environment
As per Bayer’s Global Sustainable Development Policy, we focus

on mitigating our environmental footprint and creating a positive
impact on society. We have set ESG targets for FY 2030 and FY
2050 in line with key strategic elements and the United Nations
Sustainable Development Goals (UNSDGs). The ESG strategic
elements focus on the impact across our planet and people
and thus encourage responsible behavior across our business
operations. Additionally, we also incorporate environmental and
social initiatives across our business activities to reduce resource
consumption and enhance our sustainability performance.
99
1.
Does the policy related to Principle 6 • Reduced waste material sent for incineration
cover only the Company or extends and promoted recycling of packaging material.
to the Group/Joint Ventures/Suppliers/ We have also implemented unpacking of
Contractors/NGOs/others? raw material at the primary level to avoid
Yes, our policy extends to our suppliers, vendors, contamination from the shop floor due to
contractors, and other business associates. packaging.
We also ensure adherence to industry-best
•
Achieved reduction in GHG emissions by
standards in our operations and motivate our
installation of hydraulic press, compacting
value chain partners to adopt the policy in action.
solid hazardous waste and hence reduced
transportation trips
We also provide training to our stakeholders on
environment, health, and safety-related topics •
Installation of Sewage Treatment Plant
such as General Safety, Health, and Hygiene (STP) and Effluent Treatment Plant (ETP) for
practices at the site, Safety Rules and Regulations, treatment of domestic wastewater
Do’s and Don’ts, Safety work permits, Chemical • Implemented FELS - Fire Explosion Leakage
handling and machinery hazards and risks at the & Spillage Prevention Project & conducted
site, Material Safety Data Sheets (MSDS), Job HACRA - Hazardous Area Classification and
Safety Analysis, Emergency Communication, Use Risk Assessment
of PPEs, Good Housekeeping, Environmental
Protection and Waste Management. • Replacement of bag filters by the installation
of cartridge filter and HEPA filter to reduce

To check compliance, we also conduct dust emissions
surprise HSE audits in our suppliers’ units, toll • Installation of solar power generation panels
manufacturers’ units, and warehouses. on the roof of the plant and administration
building to reduce electricity consumption at
2.
Does the Company have strategies/ Himatnagar plant (Capacity – 112 KWp)
initiatives to address global environmental
issues such as climate change, global • Installed organic waste composter to convert
warming, etc.? organic waste into manure, used within the
fields at Shamirpet plant

Climate change is one of humanity’s most
challenging and pressing concerns. Organizations • At Himatnagar plant, empty drums recycling
and countries across the world have set net-zero has been initiated in collaboration with Gujarat
targets and ambitions to achieve carbon Pollution Control Board (GPCB) approved
neutrality across their operations. Bayer has vendor
also implemented certain measures across its
business practices to reduce its carbon footprint 3.
Does the Company identify and assess
and address broader environmental issues. potential environmental risks?
Some of the initiatives include: Environmental risks have a strong potential to
impact the Company’s business operations.
• Reduced electricity consumption for hot water
Bayer has identified several environmental
bath by heat recovery from air compressor
risks across its sites and has implemented
•
Implementation of battery-operated forklift, necessary actions to mitigate these risks. All three
solar-based streetlights, and rainwater manufacturing sites - Himatnagar, Silvassa,
harvesting scheme to recharge the and Shamirpet are certified with Environment
groundwater table at Silvassa plant Management Systems – ISO 14001:2015.
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Some of the risks identified throughout these sites 5. Has the Company undertaken any other
include: initiatives on – clean technology, energy
• Resource depletion efficiency, renewable energy, etc.? Y/N.
• Air pollution
Bayer ensures continuous efforts to increase
• Solid waste energy efficiency, enhance the use of renewable
resources, drive technological advancements and
• Noise pollution
interventions to adopt clean and green processes
• Land contamination and hence reduce any adverse impact on the
• Hazardous waste generation community and society at large.
• Spillage of chemicals
Some of the key initiatives of Bayer include:

After identifying the above mentioned risks, • Installation of 64 solar streetlights to reduce
certain measures were adopted by the Company the dependency on grid electricity and hence
to mitigate the impact of these risks. In this regard, enhance energy efficiency
we have also developed necessary action plans
towards risk mitigation, as provided below. •
Other initiatives to conserve electricity
include - studying OEE (Overall Equipment
•
Air pollution – Conducting regular stack
Efficiency) and some individual equipment
monitoring to maintain prescribed limits by
enhancement by the installation of VFD
the regulatory body
(Variable Frequency Drive) for motors
• Hazardous waste generation – Segregating
hazardous waste and disposing it through an •
Implemented a Heat Recovery system for
authorized CPCB/SPCB vendor heating drums in a hot water bath by using
existing air compressors’ heat
• Noise pollution – Periodically assessing noise
monitoring systems •
Process optimization measures across SC
formulation plants, such as reduction in
• Health checkups – Partnering with a third-party
product change over time, reduction in batch
health managing team to periodically check
cycle time, reduction in milling time
the health and well-being of all the employees
• For water conservation, reject water from the
•
Land contamination - Good chemical and
RO plant is stored at the site, blended with
waste storage and disposal practices
fresh water, and then used for gardening
• Spillage of chemicals - Good storage practices purposes
with secondary containment and spill control
•
All our sites have installed a gardening
measures
sprinkling system and drip irrigation system to
•
Resource depletion - Implementation of
eliminate wastage of water and effective use
renewable energy projects at some locations,
of resources
improving water use efficiency in grower farms
•
The sites are transitioning from R22 to
4.
Does the Company have any project resilient refrigerants like R134A and R410A
related to Clean Development Mechanism? to enhance energy efficiency
If so, provide details thereof, in about 50 • At the Himatnagar site, a fully automatic liquid
words or so. Also, if yes, whether any filling & packing line project is initiated, to
environmental compliance report is filed? improve process efficiency
We currently do not have any projects related to • The solar system implemented at Silvassa
Clean Development Mechanism. site to be expanded up to 100 KVA
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•
At Himatnagar site, the Company will continues to maintain zero non-compliances for
implement a Power Purchase Agreement FY 2021-22 as well.
(PPA) for renewable hybrid (Solar + Wind) Bayer has received multiple awards throughout its
energy with 0.63MW capacity, leading to a journey for environmentally and socially conscious
reduction of approximately 1,850 tonnes of behavior and business activities. For FY 2021-22,
CO2 emissions, annually the Company was awarded the Healthy workplace
•
Shamirpet site installed solar tubes for Gold Category award from Arogya World Healthy.
shopfloor and warehouse lighting resulting
Few of the awards received by Bayer sites
energy saving of 7,800 kWh (Kilowatt hour) throughout its sustainability journey include:
• Shamirpet site is also in the planning phase
Himatnagar Site:
of installing 500 KW solar plant during
FY 2022-23 •
IMS Certification (ISO 9001:2015,
14001:2015) Recertification in FY2019 and
6. Are the Emissions/Waste generated by the Surveillance Audit conducted in FY2021
Company within the permissible limits are •
Best Warehousing Practices Award for
given by CPCB/SPCB for the financial year FY2016 from the Indian Institute of Material
being reported? Management
Yes, air emissions and waste generated by the • Silver CSR Achievement Badge - FY2014 &
Company are within the permissible limit specified FY2016 by EcoVadis.
by the State Pollution Control Boards (SPCB) • Sustainability award for excellence in safety
through Consolidated Consent & Authorization in FY2014
(CC&A) for FY 2021-22. We also ensure that all • Sustainability award for Best Green process
legal requirements are met with respect to the in FY2015
generation, packing, storage, and disposal of
hazardous and biomedical waste and there has Silvassa Site:
been no instances of non-compliance for the • Health and Family Welfare Award FY2019
same. No deviations were observed from SPCB • National Safety Council Award FY2017
limit in Air, Stack, Treated sewage and Noise •
The site is certified for ISO 9001:2015,
emissions during FY 2021-22. 14001:2015, OHSAS 18001:2015
7.
Number of show cause/legal notices Shamirpet Site:
received from CPCB/SPCB which are •
British Safety Council International Merit
pending (i.e. not resolved to satisfaction) Award FY2017
as on end of financial year. • Global Safety and Health Award FY2011 and
Bayer complies with all the regulations issued FY2016
by the Central Pollution Control Board (CPCB) •
The site is certified for ISO 9001:2015,
and State Pollution Control Board (SPCB) and 14001:2015, OHSAS 18001:2015
102
Principle 7 - Businesses, when engaged in influencing public and regulatory policy,

should do so in a responsible manner
Bayer is a member of key associations, focused on the

development and enhancement of its business operations as well
as industrial knowledge and expertise. The Company ensures that
all of the engagements/associations are conducted in an ethical
and responsible manner, aligned to its core values and vision
statement.
1. Is your Company a member of any trade • AgroChem Federation of India (Agrochemicals
and chamber or association? If Yes, Name & Seeds/Traits)
only those major ones that your business •
Indo German Chamber of Commerce -
deals with: External Communication (Agrochemicals &
Yes, Bayer is a member of the following major Seeds/Traits)
associations:
2. Have you advocated/lobbied through the
•
The Federation of Indian Chambers above associations for the advancement
of Commerce and Industry [FICCI] - or improvement of public good? Yes/No;
(Agrochemicals & Seeds/Traits)
if yes, specify the broad areas (drop box:
•
The Associated Chambers of Commerce Governance and Administration, Economic
and Industry of India (ASSOCHAM) - Reforms, Inclusive Development Policies,
Agrochemicals, Seeds, ES, etc. Energy Security, Water, Food Security,
Sustainable Business Principles, Others)
•
CII (Confederation of Indian Industries) -

Yes, our membership as part of the above
Agrochemicals and Seeds/Traits - Bayer is
mentioned trade and industry chambers is to
a member of the committee, however, no
enhance learning opportunities, drive technological
membership in CII
and professional advancements, encourage
• Crop Life India (Agrochemicals) regulatory compliances and ensure holistic
well-being of employees, stakeholders and the
•
Public Affairs Forum of India (External society at large. Bayer also ensures responsible
Communication) – Seeds, Agrochemicals, and ethical associations while achieving these
Traits & Policy objectives.
103
Principle 8 - Businesses should support inclusive growth

and equitable development
Inclusivity and equity foster a sense of value, empowerment and

growth among employees and businesses at large. Along with
financial growth, we also prioritize the integration of ESG parameters
across our business activities. These parameters include reduction
in environmental footprint, engaging and empowering communities,
rural development and fostering healthcare of communities, among
others. Sustained growth across economic, environmental and
social parameters also strengthens an inclusive and equitable work
culture across the Company. Our approach for Corporate Societal
Engagement (CSE) is focused on Rural development, Preventive
Healthcare as well as Education and Community engagement.
1. Does the Company have specified the healthcare gap in the country and also drives
programs/initiatives/projects in pursuit unified community engagement project around
of the policy related to Principle 8? If yes education. Further, the Committee governs the
details thereof. overall progress of each community development
agenda and also engages with different groups
Yes, Bayer has taken several initiatives/projects in of stakeholders for various projects to accrue
pursuit of the policy related to Principle 8. All our insights into effective implementation of our
projects are designed and implemented along with initiatives based on their skill set, experience and
our partner NGOs and other agencies. We ensure organizational strength.
effective collaboration with the agencies/NGOs
who hold relevant skill sets and experience, in line
All the initiatives implemented by the CSR
with key requirements of our projects. Committee along with key stakeholders are
governed and executed by Bayer Foundation
2.
Are the programs/projects undertaken India (BFI), a non-profit Section 8 company.
through in-house team/own foundation/
external NGO/government structures/any 3. Have you done any impact assessment of
other organization? your initiative?
We have a Board level CSR Committee which
For the reporting year, we conducted impact
regularly reviews ongoing projects and facilitates assessments for two of our below mentioned
innovative ideas for novel community development initiatives:
projects. The committee focusses on identifying
new opportunities in rural livelihoods, designing •
Impact assessment study was conducted by
woman centric approaches working for the Sattva for our initiative, “Discovering Hands”.
upliftment of aspirational districts, delivering The initiative focuses on preventive healthcare,
innovative technology-based solutions to bridge one of the key focus areas of our CSE approach.
104
The objective of the initiative was to promote Sr. Enlist the initiatives Amount contributed
employment of visually impaired women. No. undertaken by directly in the
These women are trained and certified as Medical the Company initiative by the
Tactile Examiners (MTE’s) and are further guided for Supporting Company
Inclusive (in Million `)
to use their heightened sense of touch to detect
Development
abnormalities in the breasts, and efficiently 1. Initiatives to Combat 35.20
contribute to early detection of breast cancer. COVID-19
The impact assessment conducted for the initiative 2. Rural Development 17.01
included both qualitative and quantitative research Initiative - Healthcare
methods for data collection. The methodology Program
involved developing a set of research questions 3. Promoting Science 12.61
Education by
to draw evidence towards the effectiveness and Adoption of Atal
impact of the aforementioned program. As part Tinkering Labs
of the data collection exercise, during the study, 4. Rural Development 55.66
Sattva surveyed 165 women who had undergone Initiative - FPO
breast cancer screening, 12 MTEs, and 4 Trainers Program
over the phone. Apart from the quantitative
surveys, Sattva also conducted Focus Group 5. Have you taken steps to ensure that this
Discussions (FGDs) and in-depth interviews with community development initiative is
doctors and with our implementation partner – successfully adopted by the community?
National Association for Blind (NAB) India, Centre Please explain in 50 words, or so.
for blind women and disability studies While we take initiatives for the development
of our surrounding communities and society at
• Another impact assessment study was conducted large, we also ensure that the initiatives are being
by Crisil for smallholder farmer capacity building implemented at ground level and are benefiting
initiatives. The assessment included finalization the targeted group of the society.
of impact variables of the project and certain
In order to do so, we conduct capacity building
questionnaires, surveys and interviews were
workshops for all our beneficiaries. Through our
developed to conduct the assessment. The survey workshops, we train the respective beneficiary
questionnaire was administered to a sample on diverse aspects of the project and handhold
of 770 project beneficiaries, i.e., smallholder the project for a significant period of time before
farmers through field-based interactions. handing it over completely, to ensure that
19 of the interviews were conducted online with appropriate practices are effectively adopted by
the implementation partners, both for mobilization the communities.
and training
For the initiatives taken for small holder farmers,
we provided a holistic in-depth training on crop
4. What is your Company’s direct contribution
agronomy practices advisory, stewardship, safety
to community development projects -
as well as general health tips and awareness on
Amount in ` and the details of the projects vector control. Additionally, we also trained the
undertaken? farmers on use of safety equipment, safe & judicious
Please find below the initiatives taken by Bayer use of crop protection products, responsible and
for community development and monetary safe disposal of pesticides and safe practices to be
contribution for each of the initiatives: adopted during the pandemic as well.
105
Principle 9 - Businesses should engage with and provide value to

their customers and consumers in a responsible manner
Bayer offers Crop Protection products, seeds, and services that have
received regulatory approval from the central and state governments.
We consistently aim to empower smallholder farmers across developing
countries, augmenting access to sustainable agricultural solutions.
When used according to label instructions, all of our crop protection

solutions are safe for both the operator and the environment.
Our commitment to product stewardship does not end there. We also
follow the United Nations Food and Agriculture Organization’s (FAO)
International Code of Conduct on Pesticide Management. The principles
of this code apply throughout the life cycle of a product or technology,
from conception to implementation.
1. What percentage of customer complaints/ •

Across our CropScience transparency pages,
consumer cases are pending as on the users have access to our disclosures on the
end of financial year? Bayer operator safety standard. This is the global
standard for operator safety in our pesticide
As of March 31, 2022, 72 cases are pending.
risk assessment and management systems.
External stakeholders can also access Q&A and
2.
Does the Company display product
more in addition to the operator safety standard
information on the product label, over
and above what is mandated as per local •
Farmers utilize Bayer Advisory Services
laws? Yes/No/N.A./Remarks (additional across the globe. Handholding is supported by
information) a toll-free helpline, a multilingual call centre.
For product labelling, Bayer ensures transparency Bayer’s agri-inputs, technology services,
across product information that meets the highest crop & farm consultancy, and digital solutions
specified standards and as required by law. supported more than 20 Million smallholder
It also offers Direction for Use (DFU) to help the farmers across India as at end of March 2022.
customers use our products in ways that adds the One of our key initiatives that has helped us
most value to their businesses, including safety reach out to smallholder farmers and create a
regulations. We have established the following conducive eco-system is the Better Life Farming
platforms for product information as per requisite (BLF) alliance, which works with enterprising
regulations and standards: partners across the agri-value chain to support
smallholder farmers in developing economies to
•
AgrowSmart platform provides farmers with increase crop quality, yields and farm incomes.
an easy way to obtain product information The BLF alliance has local partners that include
and technical features in the emerging digital Bayer with its expertise in seeds, crop protection,
ecosystem and through social media outreach and agronomy.
106
3. Is there any case filed by any stakeholder services is being used in an annual brand equity
against the Company regarding unfair analysis for brands in crops such as rice, cotton,
trade practices, irresponsible advertising and grapes. This feedback method assists us to
and/or anti-competitive behavior during consistently differentiate and improve our product
the last five years and pending as on end offerings. Additionally, continuous feedback
studies have been conducted to assess our brand
of financial year? If so, provide details
and customer satisfaction levels, and the results
thereof, in about 50 words or so.
of the same have been overwhelmingly positive.
We have an ethical work culture at Bayer and Furthermore, we are working on an online system
consistently aim to provide a transparent and to track and trace customer complaints, allowing
fair approach across our business conduct and for in-depth investigation and resolution of issues
operations. We confidently declare that we have with the help of specialists from many sectors.
zero pending cases for unfair trade practices, Through this system, we also present clients with
irresponsible advertising, or anti-competitive effective and innovative solutions.
behavior in FY 2021-22.
Along with the above-mentioned initiatives for
4. Did your Company carry out any consumer consumer satisfaction, we have also established
survey/consumer satisfaction trends? innovation hubs across the country to support
Yes, we conduct consumer satisfaction surveys farmers with queries about modern agricultural
on a regular basis. A scaled response comprising developments, thus enhancing connectivity with
of consumer satisfaction with our products and our end consumers and addressing their concerns.
Pankaj Patel Duraiswami Narain

Chairman Vice Chairman & Managing Director
(DIN: 00131852) and Chief Executive Officer
Ahmedabad, India (DIN: 03310642)
May 24, 2022 Mumbai, India
107
Management Discussion & Analysis Report
1. Overview of Indian Agriculture Paramparagat Krishi Vikas Yojana (PKVY)

India has the second-largest arable land resource are helping in developing organic farming by
in the world. Indian agricultural industry, with its promoting farmers to produce commodities free
allied sectors, is the largest livelihood provider of pesticides and residue. Substantial increases
in India, providing primary source of livelihood to in productivity can be achieved even with
about 54% of India’s population, especially in the diminishing land and water resources provided
vast rural areas. It is also a significant contributor the use of better and quality seeds equipped with
to the Gross Domestic Product (GDP). The Indian better traits under superior crop agronomy in the
food industry is poised for huge growth, increasing country. With intensive cultivation using hybrids,
its contribution to the world food trade every year the average yields under open field conditions in
due to its immense potential for value addition, India have been steadily increasing.
particularly within the food processing industry. There needs to be clear know-how of the problems
The Indian food and grocery market is the world’s of farmers at the grassroots which stretch beyond
sixth largest, with retail contributing 70% of capital requirements. The solution to increasing
the sales. The Indian food processing industry farmers’ income lies in increasing farmers’ share
accounts for 32% of the country’s total food in the final consumer paid price by decreasing
market, one of the largest industries in India, and the cost of marketing, transaction cost, and other
is ranked fifth in terms of production, consumption, intermediaries. The recently increased access to
export, and expected growth. mobile connectivity in India has also increased
During the COVID-19 pandemic, the Indian the potential to solve problems of information
agriculture sector faced major challenges, for dissemination and provide verified market
example the harvesting process, which usually linkages at both the demand and supply sides.
starts in mid-April, was thrown off balance This potential is being rapidly tapped into by private
completely, resulting in major liquidity issues. players offering transparency and working directly
Labor scarcity also affected the supporting with farmers, by empowering them to make the
infrastructure around the agriculture sector. first leap into digital transactions. Several players
Due to heavily restricted movement across within the agritech ecosystem are working to
state borders the movement of crops was provide customized solutions to the pain points of
blocked which consequently affected the sales. smallholder farmers.
Lockdowns across the country caused delays and
backlogs in supply chains, exports faced transport Government Initiatives
and logistics problems, more stringent customs The productivity growth in the agriculture sector
restrictions, etc. is indicated to have the most sweeping impact on
poverty reduction, twice that of manufacturing.
In FY22, agricultural exports increased by about Recognizing this, the government declared its goal
20% to US$ 50.21 Billion despite logistical to double farmer income by calendar year 2022.
challenges posed by the COVID-19 pandemic. The Government of India through the Ministry
According to the Commerce and Industry Ministry of Agriculture is making all efforts to encourage
of India, export of rice was the top forex earner at agriculture growth by launching various policies.
US$ 9.65 Billion among agri commodities during The government has been instrumental in the
FY22, growing by 9.35% from the previous, and growth and development of agriculture in the
wheat exports also jumped to US$ 2.2 Billion in country through the Agricultural and Processed
FY22 against US$ 567 Million in FY21. Food Products Export Development Authority
(APEDA), such as organizing B2B exhibitions

The high proportion of agricultural land and in different countries, exploring new potential
diverse-agro climatic conditions for cultivating markets through product-specific and general
different crops are some of the factors favouring marketing campaigns by the active involvement of
agriculture in the country. Schemes such as Indian Embassies.
Source: https://agriinfoindia.com/agriculture-is-the-primary-source-of-livelihood-for-about-58-of-indias-population/
Source: https://timesofindia.indiatimes.com/blogs/voices/unlocking-the-potential-of-indias-agricultural-sector/
108
•
The Ministry of Agriculture and Farmers through e-NAM, ~1.68 Crore farmers were
Welfare’s budget has been enhanced from registered, and trade worth ` 1.14 lakh Crore
` 1.25 lakh Crore in FY21 to ` 1.32 lakh Crore was carried out; 1,000 more mandis will be
in FY22. integrated to achieve transparency and bring
competitiveness.
• NABARD will assist the creation of a blended
capital fund with a focus on the agricultural •
Pradhan Mantri Gram Sinchai Yojana
start-up ecosystem which will be used to fund (PMGSY) aims to irrigate the field of every
agriculture and rural enterprise startups that farmer and improve water use efficiency to
are related to the farm product value chain. achieve the motto, ‘Per Drop More Crop’.
Overall, the scheme ensures improved
•
The government is promoting the use of access to irrigation. As per the Union Budget
drones in agriculture by providing financial 2021-22, ` 11,588 Crore was allocated
assistance through the ‘Sub-Mission on to Pradhan Mantri Krishi Sinchai Yojana
Agriculture Mechanization.’ (PMKSY).
• A network of 729 Krishi Vigyan Kendras has •

The Prime Minister launched the Pradhan
been established at the district level across Mantri Kisan Samman Nidhi Yojana
the country to ensure that newer technologies (PM-Kisan). Benefits under the PM Kisan plan
such as improved variety seeds of crops, have been delivered to about 11.78 Crore
new breeds/strains of livestock and fish, farmers as of February 22, 2022, and ` 1.82
and improved production and protection lakh Crore have been released to qualified
technologies reach farmers. recipients across India in various payments.
As per the Union Budget 2021-22, ` 65,000
• In October 2021, the Union Minister of Home Crore was allocated to PM-Kisan and ` 8,514
Affairs launched the ‘Dairy Sahakar’ scheme Crore was allocated to the Department of
in Anand, Gujarat. With a total investment of Agricultural Research and Education.
` 5,000 Crore, the scheme will be implemented
by NCDC under Ministry of Cooperation, •
In April 2021, the Government of India
Government of India to realize the vision, approved a PLI scheme for the food
“from cooperation to prosperity” by extending processing sector with an incentive outlay
financial support to eligible cooperatives for of ` 10,900 Crore over a period of six years
activities such as bovine development, milk starting from FY22.
procurement, processing, quality assurance,
value addition, branding, packaging, • To boost farmer incomes and growth of the
marketing, transportation and storage of milk agricultural economy, the Indian government
and milk products, exports of dairy products released funds in June 2021 for farm
within the overall objectives of “Doubling the mechanisation such as establishment of
farmers income” and “Atmanirbhar Bharat”. custom hiring centres, farm machinery bank
and high-tech hubs in different states.
•
In September 2021, the Prime Minister
launched 35 crop varieties with special traits • In September 2020, the government launched
such as climate resilience and higher nutrient the PM Matsya Sampada Yojana, e-Gopala
content. App and several initiatives in fisheries
production, dairy, animal husbandry and
•
The Electronic National Agriculture Market agriculture. Under this scheme, an investment
(e-NAM), launched in April 2016 to create of ` 20,000 Crore will be made in the next 4-5
a unified national market for agricultural years in 21 states.
commodities by networking existing
Agriculture Produce Marketing Committees •
In June 2020, Government introduced
(APMCs), had 16.6 Million farmers and Pradhan Mantri Formalization of Micro Food
131,000 traders registered on its platform Processing Enterprises (PM-FME) scheme.
until May 2020. As per the Union Budget It is expected to generate total investment of
2021-22, government announced that ` 35,000 Crore, generate 9 lakh skilled and
109
semi-skilled employment, and benefit 8 lakh The formation and movement of the cyclone
units through access to information, training, TAUKTAE, over Arabian Sea (during 14-19 May)
better exposure, and formalization. and severe Cyclonic storm “YAAS” over Bay of
Bengal (during 23 to 28th May) helped to increase
• Agriculture Industry In India Size | 2022-27 | cross equatorial flow and the onset of monsoon.
Industry Analysis (mordorintelligence.com) Subsequent features favoured timely advance.
However, monsoon covered entire country by
• Agri Exports shoot by 20% to US$ 50 Billion 13th July against normal date of 8th July.
in FY22 - The Vaultz News Source: end_of_season_report_2021.pdf (imdpune.gov.in)

• Unlocking the potential of India’s agricultural Crop Protection

sector (indiatimes.com)
In India, farmers lose a significant part of their
Foodgrain production in 2020-21 income as their crops are being attacked by
pests and weeds. According to the Government,
According to the second Advance Estimates of 15-25% of crops are lost due to pests every year.
Production of Major Crops for 2021-22, total food Indian farmers’ major concern is safeguarding their
grain production in India is estimated at a record crops from pests and diseases. Crop protection
316.06 Million tonnes, 5.32 Million tonnes higher chemicals can play a vital role when judiciously
than that during 2020-21 when production crossed applied, protecting the crop and produce from
the 300 Million mark. The production during pests and increasing farm productivity.
2021-22 is higher by 25.35 Million tonnes than the
previous five years’ (2016-17 to 2020-21) average During COVID-19 pandemic, the availability
production of foodgrains. This is the highest ever of fertilizers was significantly impacted due
foodgrain production in India. The new record of disruption in supply caused by the restrictions on
foodgrains production is the result of hard work of the movement of vehicles and the closure of shops
farmers, efficient research of scientists and farmer and markets, amidst lockdowns. The maximum
friendly policies of the Government. shortage was observed for chemical fertilizers
Source: https://www.pib.gov.in/PressReleasePage.aspx?PRID=
(46%) and biofertilizers (30%) compared to cow
1798835 dung (18%) and poultry manure (6%), indicating
that farmers tended to use more local materials
2. Industry Overview compared to shop-based inputs. In India,
synthetic pesticides have been extensively used
Impact of monsoon
for alleviating the estimated 45% gross loss of
The southwest monsoon seasonal rainfall during crops due to the infestation of pests and diseases.
June to September for the country as a whole Major factors driving the Indian market include
was normal at 99% of its Long Period Average greater demand for food grains, limited availability
(LPA) in 2021-22. The seasonal rainfall over of arable land, increasing exports, growth in
the four homogeneous regions was normal over horticulture and floriculture, and increasing public
Northwest India (96%) and central India (104%), awareness regarding pesticides and biopesticides.
below normal over East and Northeast India
(88%) and above normal over South Peninsula The number of global crop protection molecules is
India (111%). Seasonal rainfall over the monsoon over 1,175, whereas India has just 280 registered
core zone, was above normal (>106% of LPA). molecules due to a lack of legal provisions for
58% of the total area of the country received new product registration such as the protection of
normal seasonal rainfall, 25% of the total area regulatory data. India has a much smaller market
received excess rainfall and 17% of the total area in crop protection as compared to other developed
received deficient season rainfall. The season markets of North America and Europe, presenting
was very uniquely placed in the historical record huge potential for innovation and research &
for its distinct and contrasting month to month development.
variation. The rainfall over country as a whole was
110%, 93%, 76% and 135% of LPA during June, Insecticides are widely used by Indian farmers to
July, August and September respectively. A deep safeguard their crops. However, bactericides are
depression formed during 12-15 September and expected to be rapidly adopted by farmers to fight
cyclonic storm “GULAB” during 24-28 September. against the growing of bacteria around crops.
110

Agricultural productivity is directly related to the saturation, as BT cotton is sown in over 90% of the
input of crop protection. India uses just 307 g/ha cotton-producing area in the country. Hybridization
as compared to 13 kg/ha in USA, China and other in corn, paddy, and vegetables is estimated to
countries. As a result of which Indian farmers drive future growth.
lose significant profits as their crops are attacked
with weeds and pests. However, India is a net
Substantial increases in productivity can be
exporter of crop protection chemicals Because achieved even with diminishing land and water
of the government’s initiatives for Atmanirbhar resources with the use of better quality seeds
Bharat, Make In India and Go Global programmes. equipped with better traits. With intensive
Various organisations and foundations are working cultivation using hybrids, India’s average yields
towards educating farmers on effective and timely under open field conditions have been steadily
use of crop protection products to enhance yield increasing. The need for producing more from the
and profits. The central government is likely to bring decreasing per capita arable land to get higher
in PLI scheme for incentive-based agrochemicals returns can be possible with the use of high yielding
use. The Indian crop protection chemicals market varieties and hybrid varieties of seeds. This trend
is projected to grow at 4.6% CAGR during 2022-27. is encouraging farmers to shift their focus from
conventional seed sources to packaged seeds
The demand for crop protection will increase
that promise better returns.
Because not in lieu of increasing food demands
along with government support.
The patenting process in India is not very vigorous,
enabling companies to replicate better-performing
Source: India Crop Protection Chemicals Market Outlook,
seeds in the marketplace. In addition, after
2022-2027: Bayer CropScience Ltd., Syngenta, E.I. DuPont India
the discovery of a successful hybrid, seed
takes Lead in Industry Among Others - ResearchAndMarkets.
multiplication needs many rounds of sowing.
com - Fintech News
Therefore, the increasing government initiatives
and investments by players are expected to drive
Source: India Crop Protection Chemicals Market | 2022 - 27 |

the market. The Indian seed market is projected to
Industry Share, Size, Growth - Mordor Intelligence
record 6.8% CAGR during 2022-27.
Seeds Source: India Seed Sector Analysis Market | 2022 - 27 |
Industry Share, Size, Growth - Mordor Intelligence

The COVID-19 pandemic affected the seed
industry, with the availability of quality seeds being
Environmental Science
the greatest challenge for farmers. The pandemic
and the restrictions imposed by governments According to World Health Organization (WHO)
estimations, over 80% of the global population
restricted the production, certification, and
is at risk of one or more vector-borne disease
international trade of seeds, with serious
such as dengue, malaria, zika, chikungunya, etc.
consequences for farmers. Despite the various
Rising health concerns fuel the growth of vector
restrictions in the turnover of the seeds industry for
control industry.
2021, vegetable seeds contributed the most with
a 30% share, followed by cotton at 18%, maize at Rapid urbanization in India led to a significant
13%, paddy at 10% and rest by other seeds. rise in vector borne diseases such as malaria and
dengue, escalating the demand for vector control

There has been an increase in hybrid seed chemicals. The coronavirus pandemic caused
penetration in multiple crops in order to address disruption in the supply chain and stopped the
the increasing food demand-supply gap in the production of vector control chemicals. However, the
country led by declining per capita arable land, focus has returned due to significant reduction in
poor crop productivity, etc. In India, hybrid seed corona cases. India has a National Vector Borne
penetration is high in cotton (90%), corn (60%), Disease Control Program (NVBDCP), responsible
limited cereals, such as sorghum and pearl millet, for control and prevention of all these diseases.
and oilseeds, such as sunflower (hybridization The vectors and the VBD control operations and
80%). However, penetration is still very low preventions are implemented by the NVBDCP and
in major cereals, such as paddy and wheat National Centre for Disease Control (NCDC) at
(5%). Cotton hybridization is almost reaching national level. Already, two diseases Guineaworm
111
(Dracunculiasis) and Polio have been successfully These technologies have the potential to improve
eradicated from India. WHO’s goal to reduce production, ensure quality, optimize resource
mortality due to vector-borne disease by at least use, lower farming expenses, and increase farm
75% up to 2030 boosts the growth of the vector and farmer revenue. Recognizing the relevance
control market. Chemical method segment held the of these new technologies in achieving the goal
largest share among the various methods used for of doubling farmers’ incomes, the Government is
vector control with more than 30% share in 2019. taking huge steps for future adoption of digital tech
The chemical method is preferred over biological agriculture in India. In September 2021, the Digital
and physical methods due to its effectiveness and Tech Agriculture Mission 2021-2025 was initiated
ability to destroy vectors faster. Larviciding, indoor to forward digital agriculture through pilot projects.
residual sprays, and space-spraying (fogging) The Digital Agriculture Mission 2021-2025 aims
are the most popular ways used for vector to support and accelerate projects based on new
control in India. Recently, the health ministry, technologies, like AI, block chain, remote sensing
made it mandatory for the smart cities to have a and GIS technology and use of drones and robots.
vector-control component included in strategic
planning for urban development. The Government 3. Company Overview
is focusing on web-based reporting on Bayer CropScience Limited is a key player in
vector-borne diseases and also working to make the Indian agriculture industry. The Company’s
malaria treatment training mandatory for doctors operations include four key business areas: Crop
and public health workers. Protection, Seeds & Traits, Environmental Science
and Digital Farming.
With most lockdown restrictions removed, Indian
Pest Control Operators (PCO) have resumed their Crop Protection: The Company’s Crop Protection
•
services and regained business stability to reach portfolio comprises a wide range of innovative
their pre-2020 performance levels. However, the chemical and biological pest management
industry’s inherent weakness continues to limit it, solutions. It also provides extensive customer
though the country’s economic growth presents a service for modern and sustainable agriculture.
good opportunity for rapid and multifold expansion. Within this business segment, the Company
With all service segments switching to digital focuses on Insecticides, Fungicides, Herbicides,
mode of operations, customers now expect even and Seed Growth.
PCOs to have digital processes and interactions.
Digitisation replaces paper and enhances Seeds & Traits: Through traditional and advanced
•
accuracy and business efficiency, leading to rapid breeding techniques, as well as research in
growth without a PCO having to add employees biotechnology, the Company develops seeds and
in proportion to the business volume. PCOs try to traits that provide farmers with new solutions.
dole out unique propositions to differentiate from BCSL’s hybrid seeds make use of the natural
competition by offering fast response time, ease of genetic diversity within each crop family and can
communication, effective pest treatments, results withstand environmental challenges like pests,
guarantee, solutions to pest problems others can’t disease, and drought while providing more choice
solve, money-back guarantees, customer loyalty for farmers. BCSL’s product portfolio consists of
programs and expansion in complete home hybrid seeds for crops such as corn and paddy.
care. The PPM market presents good growth
opportunities in both commercial and residential Environmental Science: The Environmental
•
pest control segments. Science business focuses on non-agricultural
applications and aims to safeguard public health by
Digital Farming protecting the spaces where people live, work, and
Agriculture, like every other industry or sector, is play. It operates in the segments of Professional
being digitalized at a fast pace. AIoT (Agriculture Pest Management and Vector Control.
Internet of Things), Artificial Intelligence (AI),
Machine Learning, Block Chain, Big Data, • Digital Farming: This comprises software tools
Geographical Information Systems and Remote that integrate data from farm equipment, satellites,
Sensing, Drones, Robots, and automated farm field sensors, irrigation systems, drones and
machinery are already being used in India. other input sources and then analyze that data
112
to empower farmers to make better decisions strong local partners who can train farmers on good
through data science and predictive analytics. agricultural practices, financial literacy, and improved
With detailed, real-time assessments of growing market linkages.
conditions and crop health, Bayer’s digital tools
such as FarmRiseTM and its Digital Prediction he Better Life Farming initiative has led to a doubling
T
System support a sustainable, abundant harvest. of crop yields and tripling of farm incomes among
participating farmers while keeping an eye on water
ransformative Initiatives for Indian Farmers
T usage and integrated farm management. It has created
The Company has distinguished itself by leveraging price transparency in the marketplace, increased
its proven capabilities in innovation-driven solutions, the bargaining power of smallholders and promoted
sophisticated processes and technologies, world-class clusters of rural agri-entrepreneurs. It has also created
services, and superior business models. It continues to opportunities for women farmers to be integrated into
work closely with Indian farmers to help them surmount mainstream farming operations and emerge as rural
agricultural challenges. Several transformative agri-entrepreneurs.
initiatives have been undertaken by the Company to
support Indian farmers. They include: he BLF alliance’s agri-entrepreneurship model
T
functions through Better Life Farming Centers
Supporting smallholder farmers run by local agri-entrepreneurs. At these centers,
Agriculture is India’s largest employer with 140 Million agri-entrepreneurs enable the transfer of technology
smallholder farmers and an additional 100 Million to other smallholders on seeds, crop protection, crop
people employed directly or indirectly in farming nutrition, drip irrigation, mulching, etc. They also deliver
operations. Together, these 200 Million people services such as market linkages, access to inputs
represent more than 54 percent of India’s working and crop advisory. Each center covers a group of 500
population. Smallholder farmers own landholdings that farmers from five to six nearby villages. These centers
are less than 2 hectares of land. Besides fragmented open up economic opportunities for smallholders by
land, they grapple with limited access to natural enabling knowledge and technology transfer on good
resources, modern agricultural technologies, finance, agricultural practices (GAP) and delivering services
credit, and market linkages. To ensure safe, affordable such as market linkages, access to agri-inputs,
and enough food, it is important to tackle farmers’ financial solutions, and mechanization services as well
challenges around low productivity and income. as crop advisory.
etter Life Farming: a multi-stakeholder partnership
B
urrently, over 1,300 Better Life Farming Centers
C
As of 2022, more than 20 Million smallholder farmers are operational in India. By 2025, the Better Life
across India were supported by Bayer’s agri-inputs, Farming initiative aims to empower 2.5 Million
technologies, crop & farm advisory, and digital smallholders in the Indian Subcontinent through
solutions. One of the key initiatives that have helped access to modern agri-inputs and better public health.
us reach out to smallholder farmers and create a These smallholders will be served by five thousand
conducive eco-system is the Better Life Farming agri-entrepreneurs across horticulture, corn, and
(BLF) alliance, which works with partners across the rice crops. In states like Jharkhand, the BLF alliance
agri-value chain to support smallholder farmers in
has adopted a gender-smart approach by promoting
developing economies to increase crop yields and
women agri-entrepreneurs to serve women smallholder
farm incomes. The BLF alliance has global partners
farmers.
that include Bayer with its expertise in seeds, crop
protection, and agronomy; IFC, the development
Food Value Chain Partnership
finance institution for impact assessment; and Netafim
for drip irrigation technologies. ood Value Chain Partnership is an innovative business
F
model developed by Bayer to serve the needs of the
In India, the BLF alliance works with additional local food industry. The concept was introduced globally in
partners including Yara Fertilisers and Fertis India 2005 and in India in 2007. Globally, there are 365 Food
Private Limited for soil and nutrient management, Value Chain Partnerships across 39 countries in 64
Netafim for drip irrigation technologies and Axis Bank different crops. Bayer’s Food Value Chain Partnerships
for financing. Similarly, in smallholder markets in other focus on collaboration between farmers, processors,
developing countries, the BLF alliance works with traders, and retailers to meet consumer demand for
113
sustainable production of healthy, high-quality, and to support live telecasting that can deliver consistent,
affordable food. high-quality communication compared to conventional
methods such as in-house training, learning center
With its Food Value Chain Partnerships in India, visits etc. This had proven to be particularly beneficial
BCSL provides farmers with innovative crop protection and effective for knowledge transfer during the
products, seeds, and services, as well as advice on the COVID-19 pandemic, which had made in-person visits
optimal use of products and application technologies. and travel difficult.
It also helps farmers get certified and gain relevant
knowledge and skills to successfully market their Product Stewardship
produce in local, regional, and international markets. Supporting our customers and partners in the safe
handling of our seed and crop protection products is
Project beneficiaries the cornerstone of our product stewardship strategy.
• 75 Food Chain Partnerships across 365,000 acres Bayer markets Crop Protection products, seeds and
and 16 crops, benefiting 90,000 farmers services, which have been granted regulatory approval
•
In 2021-22, Bayer conducted 29 BayG.A.P. by the concerned Central and state authorities. All our
training programs for 972 Indian farmers to help crop protection products are safe for the operator and
them learn good agricultural practices required for the environment when used in accordance with label
certification programs instructions. We also observe the International Code
of Conduct on Pesticide Management of the United
• Our top five Food Chain Partners in India Nations Food and Agriculture Organization (FAO).
by volumes include: Reliance Fresh (fruits & The principles of this code cover the entire life cycle
vegetables), PepsiCo (potato), LT Foods (rice), of a product or technology, from its development to its
Fortune (rice) & ITC (hot peppers) application and beyond.
Bayer Learning Center Our product stewardship measures also include

In smallholder geographies, crop performance is held displaying product information of highest mandated
back due to low farmer awareness and limited access to standards and transparency in line with the law of
quality agronomic support and advice. The majority of land for labelling of our products. In addition to product
farmers depends on fellow farmers or channel partners information, it also offers key information such as
for crop management advisory. Best practices and Direction for Use (DFU) that enables our customers to
technologies don’t always reach farmers, which leads utilize our products in ways that generate maximum
to low farm incomes and low returns on investment. value for their enterprises including safety standards.
To help meet farmer expectations and provide the
right product and crop solutions at the right time, BCSL BCSL continues to offer regular trainings and
piloted a new market development concept of ‘Bayer awareness programs to help farmers identify and
Learning Centers’ (BLC). The first such center was purchase authentic crop protection products in a
launched in June 2020 and 14 more BLCs were added developing digital ecosystem and to cater to the
across India throughout the year. Subsequently, 67 evolving needs of the farmers, in 2021, Bayer launched
BLCs of solo and multi crops across India have been a digital agriculture platform “AgrowSmart” – One-Stop
launched in FY 2021-22 to increase our footprint. Agro Solution that delivers localized best in class crop
advisory on seeds & traits, crop protection solutions
This initiative aims to provide seamless knowledge and provides agronomic insights to both internal and
transfer, confidence and competency building for external stakeholders in the parameterized form to
farmers as well as employees. The centers are designed support business and sustainability goals.
to showcase product performance, technical positioning
of innovations, crop system interventions, agronomy, Bayer advisory service is utilized by farmers across
etc. to internal stakeholders, influential farmers, the geographies of our operation. With the introduction
Farm Producing Organizations (FPOs), Institutional of ‘Hello Bayer’, a centralized toll-free helpline, where
Business and Channel partners. Academia & Research farmers can reach out for agri-related queries, resolution
Associates from State Agriculture Universities and and after-sales support, Bayer has supported more
Officials from the Department of Agriculture have also than 20 Million smallholder farmers across India for
Participated & appreciated Bayer’s effort in developing Bayer’s agri-inputs, technologies, crop & farm advisory
such platforms. The centers are also digitally-enabled and digital solutions.
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Sahbhaagi (Advisor) is one of our new go-to-market the safe & responsible use of crop protection products
approaches which we have introduced in India. and proper use of Personal Protection Equipment
Despite challenges such as COVID-19, we have (PPE). Bayer Crop Science Limited is making PPEs
successfully implemented the Sahbhaagi program available at the warehouses to be called in by the
across India. Sahbhaagis play a key role in connecting distributors and dealers to sell to farmers engaged in
with smallholder growers for safe and responsible use spray operations.
of products and services and help us to register digitally
enabled sales and generate grower transactional data 4. Financial and Operational
and insights. Performance
Financial Performance including ratio analysis
Supporting our customers and partners in the safe In FY 2021-22, the Company registered Revenue
handling of our seed and crop protection products is from Operations of ` 47,344 Million, compared to
a focus of our product stewardship. In this connection, ` 42,613 Million in the previous year, registering
we offer regular trainings and awareness programs an overall revenue growth of 11%. Profit Before
to help farmers identify and purchase authentic crop Exceptional Items & Tax stood at ` 7,883 Million,
protection products. Our training programs focus on compared to ` 7,894 Million in the previous year.
Ratio Analysis
Ratio Formula Apr’21 - Apr’20 - Deviation
Mar’22 Mar’21
Debtors Turnover Ratio [Revenue from Operations/Average 5.4 5.8 -7%
(times) Trade receivables]
Inventories Turnover Ratio [COGS/Average Inventories] 1.9 2.1 -12%
(times)
Interest Coverage Ratio [EBIT/Finance Cost] 62.1 63.7 -2%
(times)
Current Ratio (times) [Current Asset/Current Liability] 2.2 2.3 -4%
Debt Equity Ratio (times) [Debt/Shareholders Equity] - - -
Operating Profit Margin [EBIT/Revenue from Operations] 16.9% 18.8% -10%
Ratio (%)
Net Profit Margin Ratio [Profit After Tax/Revenue from 13.6% 11.6% 18%
(%) Operations]
Return on Net Worth (%) [Profit for the year (before 23.8% 19.2% 24%
exceptional item and after tax)/Net
Worth]
Operational Performance Kharif and Rabi seasons. Crop Protection demand

Crop Protection: We continue to strive for from key crops remained strong through Kharif
operational excellence, ensuring that we create with some challenges in horticulture in Rabi.
demand for our portfolio and place products closer Intermittent dry spells also presented a challenging
to the market and season and have optimum situation for herbicides as a whole. Our focus on
inventory in the channel. This not only affords ‘Differentiated Portfolio’ also bore fruit in identified
us greater flexibility to react to market conditions segments.
and situations but also helps us in improving our
In 2021-22, the Company commercially launched
collection efficiency. Last year some geographies
one new product in Crop Protection which is:
experienced dry spells in between monsoons and
our teams were able to react faster to cater to • Vayego: An insecticide, which gives
these changes in demand. Overall good monsoon broad-spectrum protection in rice and
also led to good crop protection demand in both, soybean crops
115
• eeds & Traits: Our seeds & traits business

S – especially keeping in mind the declining arable
benefited from successfully placing our land in India. Further, India’s agricultural yield
hybrid seeds on time for the season. is far lower as compared to global averages.
Commodity price-related challenges in Extreme weather coupled with low penetration of
corn and weather-related challenges in rice high-yielding hybrid seeds, lack of awareness of
negatively affected acreages, and therefore modern agricultural technologies and inefficient
our volumes were below the previous year. use of agrochemicals are some of the factors
However, corn seed scripted a powerful behind the low yields. This presents a significant
comeback in spring. opportunity for the Company’s Crop Protection and
Seeds & Traits business along with opportunities
In 2021-22, the Company successfully launched
for expanding crop advisory and digital offerings.
the following new products in hybrid seeds:
Dekalb 7204: Early maturity Kharif hybrid with

• Innovation in seeds, crop protection and digital
higher yield and suitable for rainfed conditions farming solutions can go a long way in addressing
in states such as Rajasthan and Madhya the productivity problems affecting Indian
Pradesh agriculture. It will also help farmers get good
commodity prices, encouraging them to spend
Dekalb 8209: Medium maturity Kharif hybrid
• on qualitative inputs for achieving higher yields.
suitable for rainfed conditions in states such BCSL with its product offerings, distribution reach
as Rajasthan, Madhya Pradesh, Himachal and a strong network of more than 4,500 field
Pradesh and Jammu & Kashmir officers and strong value chain collaborations, is
Dekalb 9217: Full maturity Rabi Hybrid with a
• well-positioned to support Indian farmers.
higher yield, good standability and attractive
grain colour in the states of Andhra Pradesh Driving sustainable agriculture
and Telangana While the population is increasing, arable land
is decreasing, and farmers are grappling with
Dekalb 9208: Full maturity Spring season
• limited natural resources and climate change.
hybrid with a higher yield, wider adaptability Extreme weather conditions such as floods,
and good standability with attractive grain droughts and poor rainfall are lowering crop
colour in Punjab and Uttar Pradesh productivity and farmer incomes. This is especially
detrimental to smallholder farmers who farm on
Environmental Science: 2021-22 marks an
less than two hectares of land and have limited
outstanding performance by ES India, and it
access to resources and modern inputs and
continues to enjoy its position as the market leader
in Professional Pest Control Management. technologies.
In 2021-22, the Company successfully launched

The practice of sustainable agriculture can
Pest Expert 360°- a one-stop solution for all things help ensure safe, affordable and enough food
‘Pest’. The App has seen immense success and and overcome farmers’ challenges around
now boasts a rating of 4.8 and a family of 5,000+ low productivity and income while conserving
members. The App has been designed keeping natural resources. India needs smarter ways to
customer needs in mind and addresses all the conserve its limited water supply and reduce
needs of a Pest Control Operator. This is a big the dependence on monsoons for a successful
leap in our Digitisation journey, and in our vision crop season. This means reviewing traditional
to be Digitally-forward. agricultural practices and crop cultivation based
on local ecological situations.
5. Opportunities and Outlook
By 2050, the world will have 10 Billion people, with While measuring India’s success and growth in
India accounting for 1.73 Billion (Source: United agriculture, we must focus not only on increased
Nations). To feed India’s growing population, the farm incomes but also on sustainability efforts to
yield per hectare needs to increase significantly conserve water and soil, while increasing crop
116
productivity with the limited land available for 6. Risks and Concerns
cultivation. The Company has developed a comprehensive
framework of robust mechanisms and processes
Conserving water and reducing emissions
to identify risks that may negatively impact its
Rice farming in India is more suited to states with operations. It endeavours to review and identify
better water availability, compared to states that threats and formulate mitigating measures to curtail
have lower groundwater reserves and must rely them within set timeframes. It has well-placed risk
on irrigation. If the land under rice cultivation in monitoring systems for swift response to safeguard
the North Indian states of Punjab and Haryana is itself from the permanent loss of capital and ensure
diversified to include crops like corn and cotton, sustenance of operational performance.
it will help to conserve water. To drive such crop
switches competitively, farmers need reforms 7. Internal Control Systems
to the incentives and subsidy regimes. At the The Company has appropriate internal control
same time, the export competitiveness of rice systems for business processes with regards to
has to be preserved by improving crop yields and its operations, financial reporting and compliance
quality. This requires the adoption of a holistic with applicable laws and regulations. The Audit
crop management system and driving more Committee approves the Internal Audit Plan and
hybridization. internal audits are conducted at regular intervals
across various locations and processes in line

Strengthening supply and logistics with the approved plan. Audit observations and
infrastructure follow-up actions are discussed by the Internal
The absence of a proper storage and processing Audit team with the Management of the Company
infrastructure has prevented Indian farmers from as well as the Audit Committee.
getting the best prices for their produce. There is
an urgent need to establish efficient farm-to-fork 8. Cautionary Statement
supply chains through public-private partnerships. The statements in the Management Discussion
Apart from that, deploying data analytics to & Analysis, describing the Company’s objectives,
forecast global production trends accurately will expectations and forecasts may be forward-looking
enable farmers to hedge their risk by diversifying within the meaning of applicable securities laws
crop production. These measures would ensure a and regulations. The actual results may differ from
steady and sufficient supply of diverse crops and those expressed or implied, depending upon the
would protect both consumers and farmers from economic and climatic conditions, government
price fluctuations. policies and other incidental factors.
Pankaj Patel
Chairman
117
Independent Auditor’s Report

To The Members of Bayer CropScience Limited Basis for Opinion
Report on the Audit of the Financial Statements We conducted our audit of the financial statements
in accordance with the Standards on Auditing
Opinion specified under section 143(10) of the Act (SAs).
We have audited the accompanying financial Our responsibilities under those Standards are further
statements of Bayer CropScience Limited (“the described in the Auditor’s Responsibility for the Audit
Company”), which comprise the Balance Sheet as of the Financial Statements section of our report.
at March 31, 2022, and the Statement of Profit and We are independent of the Company in accordance
Loss (including Other Comprehensive Income), with the Code of Ethics issued by the Institute of
the Statement of Cash Flows and the Statement Chartered Accountants of India (ICAI) together with
the ethical requirements that are relevant to our audit
of Changes in Equity for the year then ended, and
of the financial statements under the provisions of the
a summary of significant accounting policies and
Act and the Rules made thereunder, and we have
other explanatory information. fulfilled our other ethical responsibilities in accordance
In our opinion and to the best of our information with these requirements and the ICAI’s Code of Ethics.
and according to the explanations given to us, the We believe that the audit evidence obtained by us is
aforesaid financial statements give the information sufficient and appropriate to provide a basis for our
required by the Companies Act, 2013 (“the Act”) in audit opinion on the financial statements.
the manner so required and give a true and fair view Key Audit Matters
in conformity with the Indian Accounting Standards Key audit matters are those matters that, in our
prescribed under section 133 of the Act read with the professional judgement, were of most significance
Companies (Indian Accounting Standards) Rules, in our audit of the financial statements of the current
2015, as amended, (“Ind AS”) and other accounting period. These matters were addressed in the context
principles generally accepted in India, of the state of of our audit of the financial statements as a whole,
affairs of the Company as at March 31, 2022, and and in forming our opinion thereon, and we do not
its profit, total comprehensive income, its cash flows provide a separate opinion on these matters. We have
and the changes in equity for the year ended on that determined the matters described below to be the key
date. audit matters to be communicated in our report.
Sr. Key Audit Matter Auditor’s Response
No.
1 Revenue Recognition – Rebates/ Discounts Principal audit procedures performed:
and Returns.
We obtained an understanding of the policies applied
A description of key accounting policies for to estimate rebates/discount/returns and Company’s
revenue recognition, rebates / discounts and process for making estimates in these areas and
returns is disclosed in Note 1(d) Significant performed the following procedures:
accounting policies of the financial statements.
We tested the design and operating effectiveness of
Management is required to make certain key controls related to rebates/ discounts and returns.
judgements in respect of revenue recognition We obtained an understanding of key contractual
and level of expected rebates/ discounts and arrangements with customers, for rebates/ discounts
returns which are deducted in arriving at revenue. and returns.
These estimates are material to the financial
statement and require significant judgement. We evaluated the reasonableness of management’s
estimates in previous years by comparing historical
To determine these estimates, Management accrued liabilities to the actual settlements.
is required to consider historical experience,
specific contractual terms and future expectation We assessed the accuracy of the refund liabilities by
of revenue. Management judgement is also recalculating the amount based on historical actual
significantly impacted by volatility in the market, returns, adjusted for volatility in the market and weather
weather conditions and action of third parties. condition.
Hence the estimation of refund liabilities is We considered the adequacy of the Company’s
complex, subjective and susceptible to material revenue recognition accounting policies, including the
misstatement if judgement is inaccurate. recognition and measurement of deductions to gross
The Management has determined refund sales relating to rebates / discounts and returns and
liabilities of ` 3,664 million as at March 31, 2022 related disclosures.
(refer note 22 of the financial statement).
118
Indpendent Auditor’s Report
Independent Auditor’s Report (Contd.)

Sr. Key Audit Matter Auditor’s Response
No.
2 Litigation related to Direct tax matters. Principal audit procedures performed:
The Company has outstanding contingent We evaluated the design and tested the operating
liabilities arising from litigation related to direct effectiveness of internal controls related to the
tax matters amounting to ` 2,026 million as at Management’s assessment of the likely outcome of
March 31, 2022 (Refer note 35 of the financial income tax litigation.
statement)
We discussed significant open matters and
Management applies significant judgement in developments with the Company’s direct tax team.
estimating the likelihood of the future outcome in
each case based on its own past assessments, We involved our internal tax experts to understand and
judicial precedents and opinions of experts / evaluate the status of litigations for direct tax matters,
legal counsels when considering whether and review legal precedents and external expert opinions
how much to provide or in determining the obtained by the management to evaluate whether
required disclosure for the potential exposure. the direct tax position is appropriate after taking into
account recent developments, if any.
Due to inherent complexity and magnitude
of the potential exposures these matters We verified the appropriateness of the accounting
are susceptible to material misstatement if policies and disclosures related to Contingent liabilities
evaluation is inappropriate. pertaining to Direct Tax matters.
Information Other than the Financial respect to the preparation of these financial statements
Statements and Auditor’s Report Thereon that give a true and fair view of the financial position,
financial performance including other comprehensive
• The Company’s Board of Directors is responsible
income, cash flows and changes in equity of the
for the other information. The other information
Company in accordance with the Ind AS and other
comprises the information included in the
accounting principles generally accepted in India.
Director’s Report, Corporate Governance Report
This responsibility also includes maintenance of
and Management Discussion & Analysis Report,
adequate accounting records in accordance with the
but does not include the financial statements and
provisions of the Act for safeguarding the assets of
our auditor’s report thereon.
the Company and for preventing and detecting frauds
• Our opinion on the financial statements does not and other irregularities; selection and application of
cover the other information and we do not express appropriate accounting policies; making judgements
any form of assurance conclusion thereon. and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate
• In connection with our audit of the financial
internal financial controls, that were operating effectively
statements, our responsibility is to read the other
for ensuring the accuracy and completeness of the
information and, in doing so, consider whether the
accounting records, relevant to the preparation and
other information is materially inconsistent with the
presentation of the financial statement that give a true
financial statements or our knowledge obtained
and fair view and are free from material misstatement,
during the course of our audit or otherwise appears
whether due to fraud or error.
to be materially misstated.
• If, based on the work we have performed, we In preparing the financial statements, management
conclude that there is a material misstatement of is responsible for assessing the Company’s ability to
this other information, we are required to report continue as a going concern, disclosing, as applicable,
that fact. We have nothing to report in this regard. matters related to going concern and using the going
concern basis of accounting unless management
Management’s Responsibility for the either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Financial Statements
The Company’s Board of Directors is responsible for Those Board of Directors are also responsible for
the matters stated in section 134(5) of the Act with overseeing the Company’s financial reporting process.
119

Auditor’s Responsibility for the Audit of we are required to draw attention in our auditor’s
the Financial Statements report to the related disclosures in the financial
statements or, if such disclosures are inadequate,
Our objectives are to obtain reasonable assurance
to modify our opinion. Our conclusions are based
about whether the financial statements as a whole
on the audit evidence obtained up to the date of
are free from material misstatement, whether due to
our auditor’s report. However, future events or
fraud or error, and to issue an auditor’s report that
conditions may cause the Company to cease to
includes our opinion. Reasonable assurance is a high
continue as a going concern.
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect • Evaluate the overall presentation, structure and
a material misstatement when it exists. Misstatements content of the financial statements, including the
can arise from fraud or error and are considered disclosures, and whether the financial statements
material if, individually or in the aggregate, they could represent the underlying transactions and events
reasonably be expected to influence the economic in a manner that achieves fair presentation.
decisions of users taken on the basis of these financial
statements. Materiality is the magnitude of misstatements in the
financial statements that, individually or in aggregate,
As part of an audit in accordance with SAs, we exercise makes it probable that the economic decisions of
professional judgement and maintain professional a reasonably knowledgeable user of the financial
skepticism throughout the audit. We also: statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the
• Identify and assess the risks of material
scope of our audit work and in evaluating the results of
misstatement of the financial statements, whether
our work; and (ii) to evaluate the effect of any identified
due to fraud or error, design and perform audit
misstatements in the financial statements.
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate We communicate with those charged with governance
to provide a basis for our opinion. The risk of not regarding, among other matters, the planned scope
detecting a material misstatement resulting from and timing of the audit and significant audit findings,
fraud is higher than for one resulting from error, including any significant deficiencies in internal control
as fraud may involve collusion, forgery, intentional that we identify during our audit.
omissions, misrepresentations, or the override of
internal control. We also provide those charged with governance
with a statement that we have complied with relevant
• Obtain an understanding of internal financial
ethical requirements regarding independence, and
control relevant to the audit in order to design
to communicate with them all relationships and other
audit procedures that are appropriate in the
matters that may reasonably be thought to bear on
circumstances. Under section 143(3)(i) of the
our independence, and where applicable, related
Act, we are also responsible for expressing our
safeguards.
opinion on whether the Company has adequate
internal financial controls system in place and the
operating effectiveness of such controls. Report on Other Legal and Regulatory
Requirements
• Evaluate the appropriateness of accounting
1. As required by Section 143(3) of the Act, based on
policies used and the reasonableness of
our audit we report that:
accounting estimates and related disclosures
made by the management. a) We have sought and obtained all the
information and explanations which to the best
• Conclude on the appropriateness of management’s
of our knowledge and belief were necessary
use of the going concern basis of accounting and,
for the purposes of our audit.
based on the audit evidence obtained, whether
a material uncertainty exists related to events or b) In our opinion, proper books of account
conditions that may cast significant doubt on the as required by law have been kept by the
Company’s ability to continue as a going concern. Company so far as it appears from our
If we conclude that a material uncertainty exists, examination of those books.
120

c) The Balance Sheet, the Statement of Profit and transferred, to the Investor Education and
Loss including Other Comprehensive Income, Protection Fund by the Company, except
the Statement of Cash Flows and Statement of the amount pertaining to Unpaid dividend of
Changes in Equity dealt with by this Report are in ` 6 million and the related equity shares
agreement with the books of account. which has not been transferred. Based
on the information and records available with
d) In our opinion, the aforesaid financial statements
the Company, all these relate to disputed
comply with the Ind AS specified under Section
shareholder matters of Monsanto India Limited,
133 of the Act.
the erstwhile amalgamating Company.
e) On the basis of the written representations
received from the directors as on March 31, 2022 iv. (a) The Management has represented
taken on record by the Board of Directors, none that, to the best of it’s knowledge and
of the directors is disqualified as on March 31, belief, as disclosed in the note 47 of
2022 from being appointed as a director in terms the financial statements, no funds have
of Section 164(2) of the Act. been advanced or loaned or invested
(either from borrowed funds or share
f) With respect to the adequacy of the internal premium or any other sources or kind
financial controls over financial reporting of the of funds) by the Company to or in any
Company and the operating effectiveness of such other person(s) or entity(ies), including
controls, refer to our separate Report in “Annexure foreign entities (“Intermediaries”), with
A”. Our report expresses an unmodified opinion the understanding, whether recorded in
on the adequacy and operating effectiveness of writing or otherwise, that the Intermediary
the Company’s internal financial controls over shall, directly or indirectly lend or invest in
financial reporting. other persons or entities identified in any
g) With respect to the other matters to be included manner whatsoever by or on behalf of
in the Auditor’s Report in accordance with the the Company (“Ultimate Beneficiaries”)
requirements of section 197(16) of the Act, as or provide any guarantee, security
amended, or the like on behalf of the Ultimate
Beneficiaries.
In our opinion and to the best of our information
and according to the explanations given to us, (b) The Management has represented,
the remuneration paid by the Company to its that, to the best of it’s knowledge and
directors during the year is in accordance with the belief, as disclosed in the note 47 of
provisions of section 197 of the Act. the financial statements, no funds have
been received by the Company from
h) With respect to the other matters to be included in
any person(s) or entity(ies), including
the Auditor’s Report in accordance with Rule 11 of
foreign entities (“Funding Parties”), with
the Companies (Audit and Auditors) Rules, 2014,
the understanding, whether recorded in
as amended in our opinion and to the best of our
writing or otherwise, that the Company
information and according to the explanations
shall, directly or indirectly, lend or invest
given to us:
in other persons or entities identified
i. The Company has disclosed the impact of in any manner whatsoever by or on
pending litigations on its financial position in behalf of the Funding Party (“Ultimate
its financial statements – Refer Note 35 Beneficiaries”) or provide any guarantee,
ii. The Company did not have any long-term security or the like on behalf of the
contracts including derivative contracts for Ultimate Beneficiaries.
which there were any material foreseeable (c)
Based on the audit procedures
losses. performed that have been considered
iii. There has been no delay in transferring reasonable and appropriate in the
amounts and shares, required to be circumstances, nothing has come to our
121

notice that has caused us to believe that As stated in Note 40 of the financial
the representations under sub-clause (i) statements, the Board of Directors of the
and (ii) of Rule 11(e), as provided under Company has proposed final dividend for
(a) and (b) above, contain any material the year which is subject to the approval
misstatement. of the members at the ensuing Annual
General Meeting. The dividend proposed is
v. The final dividend proposed in the previous in accordance with section 123 of the Act, as
year, declared and paid by the Company applicable.
during the year is in accordance with section
123 of the Act, as applicable. 2. As required by the Companies (Auditor’s Report)
Order, 2020 (“the Order”) issued by the Central
The interim dividend declared and paid by the Government in terms of Section 143(11) of the
Company during the year and until the date of Act, we give in “Annexure B” a statement on the
this report is in compliance with section 123 of matters specified in paragraphs 3 and 4 of the
the Act. Order.
For Deloitte Haskins & Sells LLP

Chartered Accountants
(Firm’s Registration No.117366W/W-100018)
Sampada S Narvankar
Partner
Place: Mumbai (Membership No. 102911)
Date: May 24, 2022 (UDIN: 22102911AJNKCH8132)
122
Annexure “A” to the
Report on Internal Financial Controls Over Financial Reporting
Annexure “A” To The Independent Auditor’s Report
(Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report
of even date)
Report on the Internal Financial Controls financial reporting was established and maintained
Over Financial Reporting under Clause (i) and if such controls operated effectively in all material
of Sub-section 3 of Section 143 of the respects.
Companies Act, 2013 (“the Act”) Our audit involves performing procedures to obtain
We have audited the internal financial controls over audit evidence about the adequacy of the internal
financial reporting of Bayer CropScience Limited financial controls system over financial reporting and
(“the Company”) as of March 31, 2022 in conjunction their operating effectiveness. Our audit of internal
with our audit of the Ind AS financial statements of the financial controls over financial reporting included
Company for the year ended on that date. obtaining an understanding of internal financial
controls over financial reporting, assessing the risk that
Management’s Responsibility for Internal a material weakness exists, and testing and evaluating
Financial Controls the design and operating effectiveness of internal
The Company’s management is responsible for control based on the assessed risk. The procedures
establishing and maintaining internal financial controls selected depend on the auditor’s judgement, including
based on “the internal control over financial reporting the assessment of the risks of material misstatement of
criteria established by the Company considering the the financial statements, whether due to fraud or error.
essential components of internal control stated in the We believe that the audit evidence we have obtained
Guidance Note on Audit of Internal Financial Controls is sufficient and appropriate to provide a basis for
Over Financial Reporting issued by the Institute of our audit opinion on the Company’s internal financial
Chartered Accountants of India”. These responsibilities controls system over financial reporting.
include the design, implementation and maintenance of
adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct
Meaning of Internal Financial Controls
of its business, including adherence to company’s Over Financial Reporting
policies, the safeguarding of its assets, the prevention A company’s internal financial control over financial
and detection of frauds and errors, the accuracy and reporting is a process designed to provide reasonable
completeness of the accounting records, and the assurance regarding the reliability of financial reporting
timely preparation of reliable financial information, as and the preparation of financial statements for external
required under the Companies Act, 2013. purposes in accordance with generally accepted
accounting principles. A company’s internal financial
Auditor’s Responsibility control over financial reporting includes those policies
Our responsibility is to express an opinion on the and procedures that (1) pertain to the maintenance of
Company’s internal financial controls over financial records that, in reasonable detail, accurately and fairly
reporting of the Company based on our audit. reflect the transactions and dispositions of the assets
We conducted our audit in accordance with the of the company; (2) provide reasonable assurance
Guidance Note on Audit of Internal Financial Controls that transactions are recorded as necessary to permit
Over Financial Reporting (the “Guidance Note”) issued preparation of financial statements in accordance
by the Institute of Chartered Accountants of India and with generally accepted accounting principles, and
the Standards on Auditing prescribed under Section that receipts and expenditures of the company are
143(10) of the Companies Act, 2013, to the extent being made only in accordance with authorisations of
applicable to an audit of internal financial controls. management and directors of the company; and (3)
Those Standards and the Guidance Note require that provide reasonable assurance regarding prevention
we comply with ethical requirements and plan and or timely detection of unauthorised acquisition, use, or
perform the audit to obtain reasonable assurance disposition of the company’s assets that could have a
about whether adequate internal financial controls over material effect on the financial statements.
123
Annexure “A” To The Independent Auditor’s Report (Contd.)

Inherent Limitations of Internal Financial Opinion
Controls Over Financial Reporting In our opinion, to the best of our information and
Because of the inherent limitations of internal financial according to the explanations given to us, the Company
controls over financial reporting, including the possibility has, in all material respects, an adequate internal
of collusion or improper management override of financial controls system over financial reporting and
controls, material misstatements due to error or fraud such internal financial controls over financial reporting
may occur and not be detected. Also, projections of were operating effectively as at March 31, 2022, based
any evaluation of the internal financial controls over on the criteria for internal financial control over financial
financial reporting to future periods are subject to the reporting established by the Company considering the
risk that the internal financial control over financial essential components of internal control stated in the
reporting may become inadequate because of changes Guidance Note on Audit of Internal Financial Controls
in conditions, or that the degree of compliance with the Over Financial Reporting issued by the Institute of
policies or procedures may deteriorate. Chartered Accountants of India.

Sampada S Narvankar
Partner
124
Annexure “B” to the
Annexure “B” To The Independent Auditor’s Report

(Referred to in paragraph 2, under ‘Report on Other Legal and Regulatory Requirements’ section of our Report of
even date on financial statements of Bayer CropScience Limited for the year ended March 31, 2022)
In terms of the information and explanations sought Pursuant to the program, certain Property,
by us and given by the Company and the books of Plant and Equipment, Capital work-in-progress
account and records examined by us in the normal and Investment properties were physically
course of audit and to the best of our knowledge and verified by the management during the year.
belief, we state that According to the information and explanations
(i) (a) (A) The Company has maintained proper given to us, no material discrepancies were
records showing full particulars, including noticed on such verification.
quantitative details and situation of (c) With respect to immovable properties (other
Property, Plant & Equipment, Investment than properties where the Company is the
properties and relevant details of right-of- lessee and the lease agreements are duly
use assets. executed in favor of the Company) disclosed
(B) The Company has maintained proper in the financial statements included in
records showing full particulars of property, plant and equipment and investment
intangible assets. property, according to the information and
(b) The Company has a program of verification explanations given to us and based on the
of Property, Plant and Equipment, Investment examination of the registered sale deed /
properties and right-of-use assets to cover transfer deed / conveyance deed provided
all the items in a phased manner over a to us, we report that, the title deeds of such
period of 3 years which, in our opinion, is immovable properties are held in the name of
reasonable having regard to the size of the Company as at the balance sheet date,
the Company and the nature of its assets. except for the following:
Description of As at March 31, 2022 Held in the Whether Period Reason for not
property name of promoter held being held in
Gross Carrying
director or name of the
carrying value in the
value financial their relative Company
statements or employee
Freehold land 47 47 Monsanto No 2009 The title deeds

located at India Limited are in the name
Kallinayakanahalli, of Monsanto
Bangalore India Limited,
erstwhile
Freehold land 30 30 Monsanto No 2013
amalgamating
located at Udaipur, India Limited
Company under
Rajasthan
section 230
Freehold land 35 35 Monsanto No 2005 to 232 of the
located at India Limited Companies Act,
Shamirpet, 2013 in terms
Hyderabad of the approval
of the National
Investment 10 10 Monsanto No 2005 Company Law
Property located India Limited tribunal.
at Shamirpet,
Hyderabad
125
Annexure “B” To The Independent Auditor’s Report (Contd.)

In respect of immovable properties of land and buildings that have been taken on lease and disclosed
in the financial statements as right-of use asset as at the balance sheet date, the lease agreements are
duly executed in favor of the Company, where the Company is the lessee in the agreement, except for
the following:
Description As at March 31, 2022 Held in the
Whether Period Reason for not being
of property name of promoter held held in name of the
Gross Carrying
carrying value in the director Company
value financial or their
statements relative or
employee
Leasehold 14 7 Monsanto No 2009 to The lease agreements
Land India Limited 2019 are in the name of
(Number of Monsanto India Limited,
leases- 20) erstwhile amalgamating
Company under section
230 to 232 of the
Companies Act, 2013 in
terms of the approval of
the National Company
Law tribunal.
Leasehold 9 - Monsanto No 2017 to The lease agreements
Building India Limited 2018 are in the name of
(Number of Monsanto India Limited,
leases- 17) erstwhile amalgamating
Company under section
230 to 232 of the
Companies Act, 2013 in
terms of the approval of
the National Company
Law tribunal.
(d) The Company has not revalued any of its operations. For stocks held with third parties at
property, plant and equipment (including the year-end, written confirmations have been
Right of Use assets) and intangible assets obtained no discrepancies of 10% or more in
during the year. the aggregate for each class of inventories
(e) No proceedings have been initiated during were noticed on such physical verification of
the year or are pending against the Company inventories/alternate procedures performed as
as at March 31, 2022 for holding any benami applicable, when compared with the books of
property under the Benami Transactions account.
(Prohibition) Act, 1988 (as amended in 2016) (b) According to the information and explanations
and rules made thereunder. given to us, the Company has not been
(ii) (a) The inventories except for goods-in-transit and sanctioned working capital limits in excess
stocks held with third parties, were physically of ` 5 crores, in aggregate, at any point of
verified during the year by the Management at time during the year, from banks or financial
reasonable intervals. In our opinion and based institutions on the basis of security of current
on information and explanations given to us, the assets. Hence reporting on the quarterly
coverage and procedure of such verification by returns of statements filed by the Company
the Management is appropriate having regard with such banks or financial institutions is not
to the size of the Company and the nature of its applicable.
126

(iii) The Company has not provided any guarantee Government for maintenance of cost records
or security or granted any loans or advances in under Section 148(1) of the Companies Act,
the nature of loans, secured or unsecured, to 2013, and are of the opinion that, prima facie,
companies, firms, Limited Liability Partnerships the prescribed cost records have been made and
or any other parties during the year, and hence maintained by the Company. We have, however,
reporting under clauses iii (a), (c), (d), (e), (f) of the not made a detailed examination of the cost
Order is not applicable. records with a view to determine whether they are
accurate or complete.
(b) The investments made, during the year are,
prima facie, not prejudicial to the Company’s (vii) In respect of statutory dues:
interest. (a) Undisputed statutory dues, including Goods
and Service tax, Provident Fund, Employees
(iv) The Company has complied with the provisions
State Insurance, Income-Tax, Profession Tax,
of Section 186 of the Act in respect of making Sales Tax, duty of Custom, duty of Excise,
investments. The Company has not granted any Value Added Tax, cess and other material
loans or provided guarantees and securities. statutory dues applicable to the Company
(v) The Company has not accepted any deposit have generally been regularly deposited by
it with the appropriate authorities in all cases
or amounts which are deemed to be deposits.
during the year.
Hence, reporting under clause (v) of the Order is
not applicable. There were no undisputed amounts payable in
respect of Goods and Services tax, Provident
(vi) The maintenance of cost records has been Fund, Employees’ State Insurance, Income-
specified by the Central Government under Tax, Profession tax, Sales Tax, Service Tax,
section 148(1) of the Companies Act, 2013. duty of Custom, duty of Excise, Value Added
We have broadly reviewed the books of accounts Tax, Cess and other material statutory dues
maintained by the Company pursuant to the in arrears as at March 31, 2022, for a period
Companies (Cost Records and Audit) Rules, of more than six months from the date they
2014, as amended, prescribed by the Central became payable.
(b) Details of statutory dues referred to in sub clause (a) above which have not been deposited as on
March 31, 2022 on account of disputes are given below:
Name of Nature of Dues Forum where Period to which the Amount
Statute Dispute is Pending Amount Relates (` in Million)
Income Tax Income Tax Appellate Authority Assessment Years 882
Act, 19611 Dues - up to Appellate 2003-2004, 2007-2008,
Tribunal level 2009-2010, 2012-2013,
2014-2015 and 2018-2019
Supreme Court Assessment Years 264
1999-2000 and 2001-2002
The Central Sales Tax and Appellate Financial Years 942
Sales Tax Act, Value Added Tax Authority - up to 1977-1978, 1979-1980 to
1956 and Local liability Commissioner’s 1981-1982, 1983-1984 to
Sales Tax Acts2 level 1984-1985, 1998-1999 to
2017-2018
Sales Tax Appellate Financial Years 3
Tribunal 1989-1990 to 1990-1991,
1995-1996 to 1996-1997,
2009-2010
Central Excise Excise Duty Supreme Court Financial Years 10
Act, 1944 liability 2000-2001 to 2002-2003
Appellate Authority - Financial Year 2018-2019 34
upto Commissioner’s and 2019-2020
level
127

Name of Nature of Dues Forum where Period to which the Amount
Statute Dispute is Pending Amount Relates (` in Million)
The Finance Service Tax Custom, Excise Financial Years 271
Act, 1994 Liability and Service Tax 2005-2006, 2006-2007,
Appellate Tribunal 2009-2010 to 2017-2018
The Custom Custom Duty Appellate Financial Years 2002-2003 8
Act, 1962 Authority - up to
Commissioner’s
level
The Entry Tax Entry Tax Appellate Financial year 2015-2016 1
Act,1976 Authority - up to
Commissioner’s
level
The Central Goods and Appellate Financial Year 2018-2019, 38
Goods and Service Tax Authority - up to 2020-2021
Service Tax Commissioner’s
Act, 20173 level
Companies Investor Not Applicable* Financial year 1996-1997 to 6
Act, 2013 education and 2014-2015
protection Fund
1. Net of 697 million paid; 2. Net of 75 million paid; 3. Net of 0.5 million paid
* relates to disputed shareholder matters of Monsanto India Limited, the erstwhile amalgamating Company
(viii) There were no transactions relating to previously (x) (a) The Company has not issued any of its
unrecorded income that were surrendered or securities (including debt instruments) during
disclosed as income in the tax assessments under the year and hence reporting under clause (x)
the Income Tax Act, 1961 (43 of 1961) during the (a) of the Order is not applicable.
year. (b) During the year the Company has not made
(ix) (a) The Company has not taken any loans or other any preferential allotment or private placement
borrowings from any lender. Hence reporting of shares or convertible debentures (fully or
under clause (ix)(a) of the Order is not partly or optionally) and hence reporting under
applicable to the company. clause (x)(b) of the Order is not applicable to
(b) The Company has not been declared wilful the Company.
defaulter by any bank or financial institution (xi) (a) To the best of our knowledge no fraud by
or government or any government authority. the Company or no material fraud on the
(c) The Company has not taken any term loan Company has been noticed or reported during
during the year and there are no unutilised the year.
term loans at the beginning of the year and (b) To the best of our knowledge, no report
hence, reporting under clause (ix)(c) of the under sub-section (12) of section 143 of the
Order is not applicable. Companies Act has been filed in Form ADT-4
(d) On an overall examination of the financial as prescribed under rule 13 of Companies
statements of the Company, funds raised on (Audit and Auditors) Rules, 2014 with the
short-term basis have, prima facie, not been Central Government, during the year and
used during the year for long-term purposes upto the date of this report.
by the Company. (c) We have taken into consideration the whistle
(e) The Company did not have any subsidiary or blower complaints received by the Company
associate or joint venture during the year and during the year and upto the date of this
hence, reporting under clause (ix)(e) of the report and provided to us, when performing
Order is not applicable. our audit.
(f) The Company has not raised any loans during (xii) The Company is not a Nidhi Company and hence
the year and hence reporting on clause (ix)(f) reporting under clause (xii) of the Order is not
of the Order is not applicable. applicable.
128

(xiii) In our opinion the Company is in compliance (xix) On the basis of the financial ratios, ageing
with Section 177 and 188 of the Companies Act, and expected dates of realization of financial
2013, where applicable, for all transactions with assets and payment of financial liabilities,
the related parties and the details of related party other information accompanying the financial
transactions have been disclosed in the financial statements and our knowledge of the Board of
statements etc. as required by the applicable Directors and management plans and based on
accounting standards.
our examination of the evidence supporting the
(xiv) (a) In our opinion the Company has an adequate assumptions, nothing has come to our attention,
internal audit system commensurate with the which causes us to believe that any material
size and the nature of its business. uncertainty exists as on the date of the audit report
(b) We have considered, the internal audit reports indicating that company is not capable of meeting
issued to the Company during the year and its liabilities existing at the date of balance sheet
covering the period upto March 31,2022 and date and when they fall due within a period of one
the draft of the internal audit reports were year from the balance sheet date. We, however,
issued after the balance sheet date covering state that this is not an assurance as to the future
the period upto March 31, 2022 for the period viability of the company. We further state that our
under audit. reporting is based on the facts up to the date of the
(xv) In our opinion during the year the Company has audit report and we neither give any guarantee nor
not entered into any non-cash transactions with any assurance that all liabilities falling due within
its directors or persons connected with them and a period of one year from the balance sheet date,
hence provisions of section 192 of the Companies will get discharged by the company as and when
Act, 2013 are not applicable. they fall due.
(xvi) The Company is not required to be registered (xx) The Company has fully spent the required
under section 45-IA of the Reserve Bank of India amount towards Corporate Social Responsibility
Act, 1934. Hence, reporting under clause (xvi)(a),
(CSR) and there is no unspent CSR amount for
(b) and (c) of the order is not applicable.
the year requiring a transfer to a Fund specified
(xvii) The Company has not incurred cash losses during in Schedule VII to the Companies Act, 2013 or
the financial year covered by our audit and in the special account in compliance with the provision
immediately preceding financial year. of sub-section (6) of section 135 of the said Act.
(xviii) There has been no resignation of the statutory Accordingly, reporting under clause (xx) of the
auditors of the Company during the year. Order is not applicable for the year.

Sampada S Narvankar
Partner
129
Balance Sheet as at March 31, 2022

` in Millions
Notes As At As At
31.03.2022 31.03.2021
ASSETS
Non-Current Assets
Property, Plant and Equipment 2 4,371 3,932
Capital work-in-progress 3 133 76
Investment Properties 4 261 300
Intangible Assets 5 43 15
Intangible Assets under development 6 850 687
Financial Assets
- Other Financial Assets 7 68 151
Income Tax Asset (Net) 8 1,716 1,359
Deferred Tax Assets (Net) 9 73 179
Other Assets 10 259 255
Total Non-Current Assets 7,774 6,954
Current Assets
Inventories 11 15,120 13,251
Financial Assets
- Investments 12 385 522
- Trade Receivables 13 10,047 7,549
- Cash and Cash Equivalents 14 7,809 12,045
- Bank Balances other than Cash and Cash Equivalents 15 65 50
- Other Financial Assets 7 102 77
Other Assets 10 2,227 1,945
Total Current Assets 35,755 35,439
Total Assets 43,529 42,393
EQUITY AND LIABILITIES

Equity
Equity Share Capital 16 449 449
Other Equity 17 24,794 25,054
Total Equity 25,243 25,503
Liabilities
Non-Current Liabilities
Financial Liabilities
- Lease Liabilities 18 518 141
Provisions 19 1,175 1,043
Total Non-Current Liabilities 1,693 1,184
Current Liabilities
Financial Liabilities
- Lease Liabilities 18 346 122
- Trade Payables 20
Total outstanding dues of micro enterprises and small enterprises 154 192
Total outstanding dues of creditors other than micro enterprises and 8,044 8,111
small enterprises
- Other Financial Liabilities 21 444 610
Other Liabilities 22 6,348 5,494
Provisions 19 1,098 637
Current Tax Liabilities (Net) 23 159 540
Total Current Liabilities 16,593 15,706
Total Liabilities 18,286 16,890
Total Equity and Liabilities 43,529 42,393
The accompanying Notes are an integral part of these financial statements. 1 - 48
In terms of our report attached.
For Deloitte Haskins & Sells LLP For and on behalf of the Board
Sampada S Narvankar Pankaj Patel Duraiswami Narain Simon Johannes Britsch Nikunjkumar Savaliya
Partner Chairman Vice Chairman & Executive Director Company Secretary &
Managing Director and CEO & CFO Compliance Officer
DIN 00131852 DIN 03310642 DIN 09194547
Place: Mumbai Place: Ahmedabad Place: Mumbai Place: Thane Place: Thane
Date: May 24, 2022 Date: May 24, 2022 Date: May 24, 2022 Date: May 24, 2022 Date: May 24, 2022
130
Balance Sheet / Profit & Loss
Statement of Profit and Loss for the year ended March 31, 2022
` in Millions
Notes 01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Revenue from Operations 24 47,344 42,613
Other Income 25 546 638
Total Income 47,890 43,251
Expenses
Cost of Materials Consumed 26 25,779 24,840
Purchases of Stock-in-Trade 2,304 1,398
Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 27 (1,441) (1,779)
Employee Benefits Expense 28 4,631 3,622
Finance Costs 29 129 126
Depreciation and Amortisation Expense 30 645 735
Other Expenses 31 7,960 6,415
Total Expenses 40,007 35,357
Profit Before Exceptional Items and Tax 7,883 7,894
Add/(Less): Exceptional Items [Refer Note 46]
- Employee separation expenses - 51
- Profit on sale of Business 585 -
585 51
Tax Expense/ (Credit) 32
- Current Tax 1,919 2,939
- Deferred Tax 96 75
2,015 3,014
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
- Remeasurement of Defined Benefit Obligation 39 32
- Tax on remeasurement of Defined Benefit Obligation 32(d) (10) (16)
Total Other Comprehensive Income 29 16
Total Comprehensive Income for the year 6,482 4,947
Earnings Per Share - Basic and Diluted 43 `143.58 `109.72
[Face Value per Equity Share ` 10/-]
The accompanying Notes are an integral part of these financial statements. 1 - 48
DIN 00131852 DIN 03310642 DIN 09194547
131
Statement of Changes in Equity for the year ended March 31, 2022
` in Millions
A Equity Share Capital Notes As at As at

31.03.2022 31.03.2021
Balance as at the beginning of the 16 449 449
year
Changes during the year - -
Balance as at the end of the year 449 449
B Other Equity 17
Reserves and Surplus Total

Retained General Capital Securities Other
Earnings Reserve Redemption Premium Equity
Reserve
Balance as at 01.04.2020 21,898 1,932 52 1,394 25,276
Profit for the year 4,931 - - - 4,931
Other Comprehensive Income for the year 16 - - - 16
Total Comprehensive Income for the year 4,947 - - - 4,947
Transfer to General Reserve (456) 456 - - -
Transactions with owners in their capacity
as owners
Dividend declared 40(b)(i) (5,169) - - - (5,169)
Balance as at 31.03.2021 21,220 2,388 52 1,394 25,054
Profit for the year 6,453 - - - 6,453
Other Comprehensive Income for the year 29 - - - 29
Total Comprehensive Income for the year 6,482 - - - 6,482
Transfer to General Reserve (495) 495 - - -
Transactions with owners in their capacity -
as owners
Dividend declared 40(b)(i) (6,742) - - - (6,742)
Balance as at 31.03.2022 20,465 2,883 52 1,394 24,794
The accompanying Notes 1 - 48 are an integral part of these financial statements.
DIN 00131852 DIN 03310642 DIN 09194547
132
Changes in Equity / Cash Flow
Statement of Cash Flow for the year ended March 31, 2022
` in Millions
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
A. Cash Flow from Operating Activities:
Adjustments for:
Exceptional items (585) (51)
Depreciation and Amortization Expense 645 735
Finance Cost 129 126
Interest income (198) (278)
Dividend Income from Investments measured at Fair Value through - (1)
Profit or Loss
Rent income on Investment properties (81) (92)
Penal Interest on Overdue Trade Receivables (47) (35)
Loss/ (Profit) on tangible assets Sold/ Discarded (Net) 6 (64)
Loss on intangible assets Sold/ Discarded (Net) 17 4
Profit on sale of investments measured at fair value through profit or (117) (88)
loss (FVTPL)
Bad debts 53 21
Provision for Expected Credit Loss on Trade Receivables (Net) 56 25
Inventory write off/ write down 495 340
Fair Value loss/ (gain) on investments measured through profit or 23 (15)
loss
Unrealised Foreign Exchange Fluctuations (gain) (Net) (5) (6)
391 621
Operating profit before Working Capital changes 8,859 8,566
Adjustments for changes in Working Capital
(Increase)/ Decrease in Trade Receivables (2,563) (378)
(Increase)/ Decrease in Financial Assets 71 46
(Increase)/ Decrease in Other Assets (311) 168
(Increase)/ Decrease in Inventories (2,364) (3,956)
Increase/ (Decrease) in Trade Payables (97) 3,558
Increase/ (Decrease) in Financial Liabilities (209) (64)
Increase/ (Decrease) in Provisions and Other Liabilities 1,411 552
Net change in Working Capital (4,062) (74)
Cash generated from Operations 4,797 8,492
Taxes paid (2,642) (1,625)
Net cash from Operating Activities (A) 2,155 6,867
B. Cash Flow from Investing Activities:

Purchase of Property, Plant and Equipment/ Intangible Assets (554) (420)
Proceeds from sale of Property, Plant and Equipment/ Intangible Assets 81 108
Proceeds from sale of/ (Purchase of) Investments 231 (11)
Interest received 200 288
Rent received on Investment Properties 70 101
Dividend received on Current Investments - 1
Proceeds from sale of part of seeds distribution business 614 -
Net cash generated from Investing Activities (B) 642 67
133
Statement of Cash Flow for the year ended March 31, 2022 (Contd.)
` in Millions
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
C. Cash flows from Financing Activities:
Proceeds from Short Term Borrowings - 125
Repayment of Short Term Borrowings - (140)
Repayment of Lease Liabilities (263) (355)
Interest paid (42) (28)
Dividend paid (6,728) (5,160)
Net cash used in Financing Activities (C) (7,033) (5,558)
D. Net (decrease)/ increase in Cash and Cash Equivalents (A + B + C) (4,236) 1,376
E. Cash and Cash Equivalents at the beginning of the year 12,045 10,669
F. Cash and Cash Equivalents at the end of the year (D+E) 7,809 12,045
` in Millions
As at As at
31.03.2022 31.03.2021
Cash and Cash Equivalents comprise :
Balances with Banks 5,910 8,752
Short-term Highly Liquid Investments 1,899 3,293
7,809 12,045
Notes:
1) The above Statement of Cash Flow has been prepared under the "Indirect Method" set out in Ind AS 7 -
Statement of Cash Flows.
2) Short-term Highly Liquid Investments comprise of Investment in Mutual Funds which are highly liquid and
have an insignificant risk of change in value.
The accompanying Notes 1 - 48 are an integral part of these financial statements.
DIN 00131852 DIN 03310642 DIN 09194547
134
Notes to the financial statements
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022
(All amounts in ` Millions, unless otherwise stated)
Company Profile rounding off norm adopted by the Company is

Bayer CropScience Limited ("the Company") is a disclosed as *.
Company incorporated under the Companies Act,
(b) Use of Estimates and Judgements
1956 and having its registered office at Bayer House,
Central Avenue, Hiranandani Estate, Thane (West) - In preparing the financial statements, the
400 607, India. The Company is engaged in ‘Agri Care’ Management has to make certain assumptions
business which primarily includes manufacture, sale and estimates that may substantially impact the
and distribution of insecticides, fungicides, herbicide presentation of the Company’s financial position
and various other agrochemical products and corn and/ or results of operations.
seeds. The Company is also involved in sale and
Such assumptions and estimates mainly relate to
distribution of hybrid seeds. Out of the total paid-up
the useful life of Property, Plant and Equipment,
share capital of the Company, 71.43% is held by its
Investment Properties and Intangible Assets and
promoters. The ultimate parent company is Bayer
the recognition of provisions, including those for
AG, Germany. The Company is listed on the Bombay
litigation, employee benefits, refund liabilities
Stock Exchange, Mumbai. The Company has its own
and assessment of impact of health pandemic of
manufacturing site for agrochemical production at
COVID-19.
Himatnagar and Silvassa, drying and processing station
at Hyderabad and breeding stations at Bengaluru and The estimates and judgements used in the
Udaipur. preparation of the financial statements are
continuously evaluated by the Company and are
1 Significant Accounting Policies based on historical experience and various other
(a) Basis of Preparation assumptions and factors (including expectations
Compliance with Ind AS of future events) that the Company believes to
be reasonable under the existing circumstances.
The financial statements of the Company are
Although the Company regularly assesses these
based on the principle of historical cost except for
estimates, actual results may differ from these
certain financial assets and liabilities and defined
estimates. Changes in estimates are recorded in
benefit plan that are measured at fair value, and
the periods in which they become known.
are drawn up to comply in all material aspects with
the Indian Accounting Standards (Ind AS) notified (c) Foreign Currency Transactions
under section 133 of the Companies Act, 2013 (the
Act) read with the Companies (Indian Accounting The financial statements are presented in Indian
Standards) Rules as amended from time to time. Rupee, which is Company’s functional and
presentation currency. A company’s functional
The accounting policies are applied consistently to currency is that of the primary economic
all the years presented in the financial statements. environment in which the company operates.
All assets and liabilities have been classified as Foreign currency transactions are translated into
current or non-current as per the Company’s the functional currency using the exchange rate
operating cycle and other criteria set out in at the date of the transaction. Foreign exchange
Schedule III to the Companies Act, 2013. gains/ losses resulting from the settlement of
Based on the nature of products and the time such transactions and from the translation of
between acquisition of assets for processing and monetary assets and liabilities denominated in
their realization in cash and cash equivalents, the foreign currencies at year end exchange rates are
Company has ascertained its operating cycle as 12 recognised in the Statement of Profit and Loss.
months for the purpose of current or non-current
classification of assets and liabilities. (d) Revenue Recognition
Revenue is recognised in accordance with Ind AS
All amounts disclosed in the financial statements
115 - Revenue from Contracts with Customers.
and notes have been rounded off to the nearest
million as per the requirement of Schedule III, (i) Revenue from the sale of goods is recognised
unless otherwise stated. Amount below the on the basis of customer contracts and
135
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2022 (Contd.)
(d) Revenue Recognition (Contd.) retains control over the specified goods and
performance obligations contained therein. the Company performs the function of selling
Revenue is recognised at a point in time and distribution for a margin within a range
when the control of goods is transferred to by acting as an agent, it recognises only the
customer, this is generally when the goods margin (i.e. sales less material cost) as its
are delivered to the customer's location. revenue from such transactions.
Control lies with the customer if the customer (ii) Recoveries from Group Companies and
can independently determine the use of and Third Parties include recoveries towards
consume the benefit derived from goods or common facilities/ resources, information
services. Revenue from delivery of goods technology and other support provided to
is recognised at a point in time based on such parties which is recognised as per terms
an overall assessment of the existence of of agreement and in the accounting period in
a right to payment, the transfer of physical which the services are rendered.
possession, the transfer of risks and rewards (iii) Royalty income is recognised on an accrual
and acceptance by the customer. basis in accordance and as per terms of
Revenue is reduced by goods and service tax agreement.
and for actual and expected sales deductions
resulting from sales returns, rebates and (e) Other Income
discounts. Sales deductions are estimated Dividends are recognised in the Statement of Profit
on the basis of historical experience, specific and Loss only when the right to receive payment
contractual terms and future expectations of is established, it is probable that the economic
sales development. Sales are reduced on the benefits associated with the dividend will flow to
date of sale or on the date when the amount the Company, and the amount of the dividend can
can be reasonably estimated. A refund liability be measured reliably.
and a right to recover the returned goods Interest income is accrued on a time basis, by
is recognised for the goods expected to be reference to the principal outstanding and at the
returned. effective interest rate applicable, which is the
The Company operates loyalty programs rate that exactly discounts estimated future cash
where direct/ indirect customers accumulate receipts over the expected life of the financial
points for purchases made which entitles asset to the asset’s gross carrying amount on
them to free or discounted goods, other initial recognition. When calculating the effective
than Company’s goods. The promise to interest rate, the Company estimates the expected
provide additional points to customers is cash flows by considering all the contractual terms
therefore a separate performance obligation. of the financial instrument.
The transaction price is allocated to the Income from export incentives is recognised on
goods and the points on a relative standalone accrual basis to the extent the ultimate realisation
selling price basis. A contract liability for the is reasonably certain.
award points is recognised at the time of
sale. Revenue is recognised as sales when (f) Income Tax
obligation is fulfilled based on the points
Income taxes comprise the taxes levied on taxable
redeemed.
income along with changes in deferred tax assets
The Company evaluates sales and distribution and liabilities that are recognized in the Statement
arrangement with supplier whether it is acting of Profit and Loss. The income taxes recognized
as a principal or an agent of the supplier, are reflected at the amounts likely to be payable
considering whether it controls the specified under the statutory regulations in force, or
goods before it is transferred to customer and substantively enacted in relation to future periods,
based on factors such as primary responsibility at the end of the reporting period. Complex tax
for providing goods to customer, inventory regulations may give rise to uncertainties with
risk and pricing latitude. Where the supplier respect to their interpretation and the amounts
136
(f) Income Tax (Contd.) Deferred and current taxes are recognised in the
and timing of future taxable income. Given the Statement of Profit and Loss unless they relate
long-term nature and complexity of tax regulations, to items recognised outside the Statement of
differences arising between the actual results Profit and Loss in Other Comprehensive Income
and the assumptions made, or future changes to or directly in Equity, in which case they, too, are
such assumptions, could necessitate adjustments recognised in Other Comprehensive Income or
to tax income and expense in future periods. directly in Equity respectively.
Liabilities to tax authorities that are uncertain
as to their amount and the probability of their (g) Leases
occurrence are recognized as tax liabilities Lease contracts in which the Company is the lessee
based on reasonable estimates. The amounts mainly pertain to offices, residential premises,
recognized are based on various factors, such as warehouses, vehicles and plant and machinery.
experience with previous tax assessments, legal Lease contracts are negotiated individually and
interpretations by the Company and in certain each contain different arrangements on extension,
cases based on legal opinion. termination or purchase options except in case of
In compliance with Ind AS 12 - Income Taxes, vehicle leases. Offices, residential premises and
deferred taxes are recognised for temporary warehouses leases generally contain clauses that
differences between the carrying amounts of prohibit subleasing except with the consent of the
assets and liabilities in the Balance Sheet prepared lessor.
according to Ind AS and their tax bases.
Deferred tax assets relating to deductible temporary As a lessee:
differences, tax credits or tax loss carry forwards are As per Ind AS 116, the Company assesses
recognized where it is probable that taxable income whether a contract contains a lease at inception of
or sufficiently taxable temporary differences will be the contract. The Company recognises a right-of-
available in the future to enable them to be used. use asset and corresponding lease liabilities with
Deferred tax liabilities are recognized on temporary respect to all lease arrangements in which it is the
differences taxable in the future. lessee except for short-term leases and leases
of low value assets. Contracts may contain both
The probability that deferred tax assets
resulting from temporary differences or tax loss lease and non-lease components. The Company
carryforwards can be used in the future, is the has elected practical expedient of not to separate
subject of forecasts by the Company regarding its lease and non-lease components and instead
future earnings situation and other parameters. account for these as a single lease component
in respect of lease contracts for certain Buildings
Deferred taxes are calculated at the rates which, and Plant and Machinery.
on the basis of the statutory regulations in force, or
substantively enacted in relation to future periods, Lease liabilities are initially measured at present
as of the closing date, are expected to apply at value of future lease payments discounted at
the time of realisation. Deferred tax assets and the Company's incremental borrowing rate.
deferred tax liabilities are offset if they relate to The Company determines the lease term as the
income taxes levied by the same taxation authority non-cancellable period of a lease, together with
and the Company has a legal right to settle on a both periods covered by an option to extend the
net basis. Material effects of changes in tax rates lease if the Company is reasonably certain to
or tax law on deferred tax assets and liabilities are exercise that option; and periods covered by an
generally accounted for in the period in which the option to terminate the lease if the Company is
changes are enacted. Such effects are recognised reasonably certain not to exercise that option.
in the Statement of Profit and Loss except where The lease liabilities are subsequently measured by
they relate to deferred taxes that were recognised increasing the carrying amount to reflect interest
outside the Statement of Profit and Loss, in on the lease liabilities (using the effective interest
which case they, too, are recognised in Other method) and by reducing the carrying amount to
Comprehensive Income or directly in Equity. reflect the lease payments made.
137
(g) Leases (Contd.) recognised at the lower of their cost of acquisition

The right-of-use asset is measured at cost, which is calculated by the weighted average method and at
the sum of initial measurement of the lease liability, their net realisable value. The net realisable value
any initial direct costs incurred by the Company is the estimated selling price in the ordinary course
and any lease payments made in advance of of business less estimated cost of completion and
the lease commencement date. The right-of-use selling expenses necessary to make the sale.
asset is amortised on a straight line basis from
the commencement date over the shorter of lease (j) Investment And Financial Assets
term or useful life of right-of-use asset except Financial assets are recognised and measured in
certain Plant and Machinery which is amortised accordance with Ind AS 109 - Financial Instruments.
using production unit method. Right-of-use assets Accordingly, the Company recognises financial
are tested for impairment whenever there is any asset only when it has a contractual right to receive
indication that their carrying amounts may not be cash or other financial assets from another entity.
recoverable. Impairment loss, if any, is recognised All Financial assets are recognised initially at fair
in the Statement of Profit and Loss. value, in the case of a financial asset not recorded
The lease payments associated with short-term at Fair Value through Profit or Loss (FVPL), plus
leases and leases of low value assets are transaction costs that are directly attributable to
recognized as a Rent expense in the Statement the acquisition of the Financial asset.
of Profit and Loss on a straight-line basis over the Subsequent to initial recognition, financial assets
lease term. are measured at amortised cost, fair value through
When the lease liability is remeasured due to other comprehensive income (FVOCI) or FVPL.
change in contract terms, a corresponding change The classification depends on the Company’s
is made to the carrying amount of right-of-use business model for managing the financial assets
asset, or is recorded in the profit and loss account and the contractual terms of the cash flows.
if the carrying amount of right-of-use asset is Debt instruments
reduced to zero.
There are three measurement categories into
As a lessor: which the Company classifies its debt instruments:
In respect of assets given on operating lease, the At amortised cost
lease rental income is recognised in the Statement Assets that are held for collection of contractual
of Profit and Loss on a straight-line basis over the cash flows where those cash flows represent
lease term. solely payments of principal and interest are
measured at amortised cost. Financial assets are
(h) Cash And Cash Equivalents
accounted for at amortised cost using the effective
Cash and Cash Equivalents comprise balances interest method. This category comprises trade
with banks including demand deposits and other accounts receivable, loans, cash and cash
short term highly liquid investments that are equivalents, bank balances and other financial
subject to an insignificant risk of change in value, assets. A gain or loss on a debt instrument that is
are easily convertible into a known amount of cash subsequently measured at amortised cost and is
and have a maturity of three months or less from not part of a hedging relationship is recognised in
the date of acquisition or investment. the Statement of Profit and Loss when the asset
is derecognised or impaired. Interest income from
(i) Inventories these financial assets is included in Other Income
Inventories encompass goods consumed in using the effective interest rate method.
production (raw materials, packing materials and
stores and spare parts), goods in the production Fair Value through Other Comprehensive
process for sale (work-in-progress) and goods Income (FVOCI)
held for sale in the ordinary course of business Assets that are held for collection of contractual
(finished goods and stock-in-trade). Inventories are cash flows and for selling the financial assets,
138
Fair Value through Other Comprehensive each reporting date right from its initial recognition.
Income (FVOCI) (Contd.) If the reasons for previously recognised impairment
where the assets’ cash flows represent solely losses no longer apply, the impairment losses are
payments of principal and interest, are measured reversed provided that this does not cause the
at FVOCI. The movements in carrying amount carrying amounts to exceed the amortised cost of
are taken through Other Comprehensive Income, acquisition.
except for the recognition of impairment gains or Financial assets are derecognised when contractual
losses, interest revenue and foreign exchange rights to receive cash flows from the financial
gains and losses which are recognised in the assets expire or the financial assets are transferred
Statement of Profit and Loss. When the financial together with all material risks and benefits.
asset is derecognised, the cumulative gain or loss
previously recognised in Other Comprehensive (k) Derivatives
Income is reclassified from equity to the Statement The Company uses derivative financial instruments,
of Profit and Loss and recognised in other gains/ such as forward currency contracts to hedge its
(losses). Interest income from these financial foreign currency risks which are not designated
assets is included in Other Income using the as hedges. Such derivative financial instruments
effective interest rate method. are initially recognised at fair value on the date
on which a derivative contract is entered into and
Fair Value through Profit or Loss (FVPL)
are subsequently re-measured at fair value at
Assets shall be measured at FVPL unless it is the end of each reporting period. Derivatives are
measured at amortised cost or at FVOCI. A gain carried as financial assets when the fair value is
or loss on a debt instrument that is subsequently positive and as financial liabilities when the fair
measured at FVPL and is not part of a hedging value is negative. Any gains or losses arising
relationship is recognised in the Statement from changes in the fair value of derivatives are
of Profit and Loss and presented within other recognised immediately in the Statement of Profit
gains/ (losses) in the period in which it arises. and Loss.
Interest income from these financial assets is
included in Other Income. (l) Property, Plant And Equipment
Equity instruments Freehold land is carried at historical cost.
Investment in Equity Instruments are classified as Property, plant and equipment is carried at the
FVPL, unless the Company irrevocably elects on cost of acquisition or construction and depreciated
initial recognition to present subsequent changes over its estimated useful life. An impairment loss
in fair value in Other Comprehensive Income for is recognised in addition if an asset’s recoverable
investment in equity instruments which are not amount falls below its carrying amount.
held for trading. If the construction phase of property, plant and
Impairment losses (and reversal of impairment equipment extends over a substantial period of
losses) on equity investments measured at FVOCI time, the interest incurred on borrowed capital
are not reported separately from other changes in up to the date of completion is capitalised as
fair value. part of the cost of acquisition or construction in
The Company assesses on a forward looking accordance with Ind AS 23 - Borrowing Cost.
basis the expected credit losses associated with Subsequent costs are included in the asset’s
its assets carried at amortised cost. The Company carrying amount or recognised as a separate
applies Expected Credit Loss (ECL) model for asset, as appropriate, only when it meets the asset
recognising impairment loss on financial assets recognition criteria as per Ind AS 16 - Property,
measured at amortised cost. The Company Plant and Equipment.
follows ‘simplified approach’ permitted by Ind
AS 109 - Financial Instruments for recognition of Significant asset components with different
impairment loss on trade receivables and lease useful lives are accounted for and depreciated
receivables based on expected lifetime losses at separately.
139
(l) Property, Plant And Equipment (contd.) The Company has elected to measure all its
If there are indications that an individual item of property, plant and equipment, at their previous
property, plant and equipment may be impaired, GAAP carrying value which has been considered
the recoverable amount is compared to the as deemed cost at the date of transition i.e.
carrying amount. The recoverable amount is the April 1, 2015.
higher of an asset's fair value less costs to sell
and its value in use. If the recoverable amount is (m) Investment Properties
less than the carrying amount, an impairment loss Investment properties comprise land and buildings
is recognised for the difference. If the reasons for not being used for operational or administrative
a previously recognised impairment loss no longer purposes. It is measured using the cost model.
apply, the impairment loss is reversed provided The Company, based on technical assessment
that the reversal does not exceed the carrying made by management expert, depreciates
amount that would have been determined (net Investment properties under straight-line method
of depreciation) had no impairment loss been over estimated useful lives which are similar to
recognised for the asset in prior years. the useful life prescribed in Schedule II to the
An item of property, plant and equipment is Companies Act, 2013.
derecognised upon disposal or when no future Investment properties are derecognised either
economic benefits are expected from its use or when they have been disposed of or when they
disposal. Any gain or loss arising on derecognition are permanently withdrawn from use and no future
of the asset (calculated as the difference between economic benefit is expected from their disposal.
the net disposal proceeds and the carrying amount The difference between the net disposal proceeds
of the asset) is included in the Statement of Profit and the carrying amount of the asset is recognised
and Loss when the asset is derecognised. in the Statement of Profit and Loss in the period of
The Company, based on internal Management derecognition.
assessment, depreciates property, plant and
The Company has elected to measure all its
equipment under straight-line method over
investment properties at their previous GAAP
following estimated useful lives which are similar
carrying value which has been considered as
to the useful life prescribed in Schedule II to the
deemed cost at the date of transition i.e. April 1,
Companies Act, 2013 except in case of dryers
2015.
included in plant and equipments. The asset’s
residual values and useful lives are reviewed, (n) Intangible Assets
and adjusted if appropriate, at the end of each
An intangible asset is an identifiable non-monetary
reporting period.
asset without physical substance such as
Assets Class Useful lives technical knowhow, software or marketing rights.
in years It is capitalised if the future economic benefits
Buildings (including Roads) 10 to 60 attributable to the asset will probably flow to
Plant and Equipment# 7 to 15 the Company and the cost of acquisition or
Furniture and Fixtures 10 generation of the asset can be reliably measured.
Vehicles 8 It is amortised from the point at which the asset is
Office Equipment 5 to 10 available for use.
(including Electrical Installation)
Intangible assets are recognised at the cost
Computers 3 to 6 of acquisition or generation less accumulated
# Based on the technical evaluation, the useful life of the amortisation and impairment loss, if any.
dryers is considered as 20 years as that best represents the
period over which the asset is expected to be used. Those with determinable useful life are amortised
on a straight line basis over a period of up to three
Depreciation on assets costing ` 5,000/- or less years for software and ten years for marketing
is provided at the rate of 100% in the year of rights. Determination of the expected useful lives
acquisition. of such assets and the amortisation patterns is
140
(n) Intangible Assets (Contd.) the provision is recognised at the present value
based on estimates of the period for which they of the expected cash outflow. The increase in the
will generate cash flows. An impairment test is provision due to passage of time is considered
performed if there is an indication of possible as Finance Cost. Claims for reimbursements
impairment. from third parties are separately reflected in other
receivables considering they are realisable.
Any impairment losses are recognised in the
Statement of Profit and Loss. If the reasons for a If the projected obligation declines as a result of a
previously recognised impairment loss no longer change in the estimate, the provision is reversed
apply, the impairment loss is reversed provided by the corresponding amount and the resulting
that the reversal does not exceed the carrying income recognised in the expenses in which the
amount that would have been determined (net original charge was recognised.
of amortisation) had no impairment loss been Contingent Liabilities are disclosed in respect of
recognised for the asset in prior years. possible obligations that arise from past events
Gains or losses arising from derecognition of an but their existence will be confirmed by the
intangible asset are measured as the difference occurrence or non-occurrence of one or more
between the net disposal proceeds and the uncertain future events not wholly within the
carrying amount of the asset and are recognised control of the Company or where any present
in the Statement of Profit and Loss when the asset obligation cannot be measured in terms of future
is derecognised. outflow of resources or where a reliable estimate
of the obligation cannot be made.
The Company has elected to measure all its
intangible assets at their previous GAAP carrying Contingent assets are not recognised in the
value which has been considered as deemed cost financial statements.
at the date of transition i.e. April 1, 2015.
(q) Provision for Employment Benefits
(o) Financial Liabilities The Company provides post-employment benefits
Financial liabilities are initially recognised at fair under defined contribution, defined benefit plans,
value if the Company has a contractual obligation other employee benefits and termination benefits.
to transfer cash or other financial assets to The Company has Defined Contribution plans
another party. Borrowings and payables are namely Provident Fund and Superannuation Fund
recognised net of directly attributable transaction which are administered through Government
costs. In subsequent periods, such liabilities are authorities/ trustees. The Company contributes
measured at amortised cost using the effective to a Government administered Provident Fund,
interest method. Employees’ Deposit Linked Insurance Scheme
Financial liabilities are derecognised when the and Family Pension Fund on behalf of its
contractual obligation is discharged or cancelled, employees and has no further obligation beyond
or has expired. making its contribution. Under Superannuation
Fund, applicable to certain employees, the
(p) Provisions, Contingent Liabilities and Contingent Company makes contributions to Managerial
Assets employees’ Superannuation Scheme which is
Provisions are recognised for present legal or administered by Life Insurance Corporation of
India (‘LIC’) and has no further obligation beyond
constructive obligations arising from past events
making the payment to LIC. The Company makes
that will probably give rise to a future outflow of
contributions to State plans namely Employees’
resources, provided that a reliable estimate can
State Insurance Fund and has no further
be made of the amount of the obligation.
obligation beyond making the payment to them.
Provisions are measured in accordance with The Company's contributions to the above funds
Ind AS 37 - Provisions, Contingent Liabilities and are recognised as Employee Benefits Expense in
Commitments. Where the cash outflow to settle the Statement of Profit and Loss for the year in
an obligation is expected to occur after one year, which they are due.
141
(q) Provision for Employment Benefits (Contd.) amounts included in net interest. Deferred taxes
The Company has a Defined Benefit plan namely relating to the effects of re-measurements are also
Gratuity covering its employees. The Gratuity recognised in Other Comprehensive Income.
scheme is funded through Group Gratuity-cum- Changes in the present value of the defined
Life Assurance Scheme which is administered benefit obligation resulting from plan amendments
by LIC, Aditya Birla Sun Life Insurance Company or curtailments are recognised immediately in the
Limited and Kotak Life Insurance Limited Statement of Profit and Loss as past service cost
respectively. The present value of provisions under ‘Employee Benefits Expense’.
for defined benefit plans and the resulting
expense are calculated in accordance with Ind For Other employee benefits, the effect of
AS 19 - Employee Benefits by the Projected Unit re-measurements arising due to experience
Credit Method. The future benefit obligations adjustments and changes in actuarial assumptions
are valued by an independent actuary at the are recognised in the Statement of Profit and Loss
year-end and spread over the entire employment as ‘Employee Benefits Expense’ in the year in
period on the basis of specific assumptions which they arise.
regarding beneficiary structure and the economic The net interest on net obligation for defined
environment. This includes the determination of benefits and other employee benefits is recognised
the discount rate, salary escalation, mortality rate in the Statement of Profit and Loss as ‘Finance
etc. which affects the valuation. In determining the Cost’ in the year in which it arises.
appropriate discount rate at each balance sheet
date, the Management considers the interest rates Termination benefits are payable when employment
which relates to the benchmark rate available for is terminated by the Company before the normal
Government Securities and that have terms to retirement date, or when an employee accepts
maturity approximating the terms of the related voluntary redundancy in exchange for these
defined benefit obligation. benefits. The Company recognises termination
benefits at the earlier of the following dates: (a) when
The fair value of plan assets is deducted from the
the Company can no longer withdraw the offer of
present value of the defined benefit obligation to
those benefits; and (b) when the entity recognises
determine the net defined benefit obligation.
costs for a restructuring that is within the scope of
The effect of re-measurement of the net defined Ind AS 37 and involves the payment of terminations
benefit obligation is reflected in the Statement of benefits. In the case of an offer made to encourage
Comprehensive Income as Other Comprehensive voluntary redundancy, the termination benefits are
Income. This consists of actuarial gains and losses measured based on the number of employees
and the return on plan assets, less the respective expected to accept the offer.
142
(r) Recent Accounting Pronouncements

The Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards.
On March 23, 2022, MCA amended the Companies (Indian Accounting Standards) Amendment Rules, 2022,
as below.
The amendments to Ind AS along with impact evaluation carried out by the Company is given below:
Amendments to standards/ interpretations Impact

Amendment to Ind AS 101 - First time Adoption of Indian Accounting Standards Not applicable
amendments relating to allowing Subsidiary to measure cumulative translation
differences for all foreign operations at the carrying amount that would be included in
the parent’s consolidated financial statements
Amendment to Ind AS 103 - Business Combination amendment relating revised Not applicable
Conceptual Framework for Financial Reporting under Indian Accounting Standards,
application of Ind AS 37 to determine whether at the acquisition date a present
obligation exists as a result of past events and no recognition of contingent assets
acquired in a business combination
Amendment to Ind AS 109 - Financial Instruments amendment relating to the nature No impact
of fees that an entity could include when it applies the ‘10%’ test in assessing whether
to derecognise a financial liability
Amendment to Ind AS 16 - Property, Plant and Equipment amendment clarifying No impact
that excess of net sale proceeds of items produced over the cost of testing, if any,
shall not be recognised in the statement of profit or loss but deducted from the
directly attributable costs considered as part of cost of an item of property, plant and
equipment
Amendment to Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets No impact
amendment relating to the costs that relate directly to the contract for the purpose of
assessing whether a contract is onerous
Ind AS 41 - Agriculture amendment relating to exclusion of cash flows for taxation Not applicable
when measuring fair value
143
2 Property, Plant and Equipment [Refer Note 36(a)]

Assets Cost/ Deemed Cost Depreciation/ Amortisation Net Book
Value
As at Additions Deletions As at As at For the On As at As at
01.04.2021 31.03.2022 01.04.2021 year Deletions 31.03.2022 31.03.2022
a) Owned Assets:
Freehold Land 307 - - 307 - - - - 307
(309) (-) (2) (307) (-) (-) (-) (-) (307)
Buildings 2,285 31 4 2,312 360 69 2 427 1,885
(2,278) (11) (4) (2,285) (293) (69) (2) (360) (1,925)
Plant and Equipment 1,540 209 9 1,740 695 158 5 848 892
(1,471) (69) (-)* (1,540) (545) (150) (-) (695) (845)
Furniture and Fixtures 260 7 5 262 143 29 5 167 95
(257) (5) (2) (260) (118) (26) (1) (143) (117)
Vehicles 591 5 201 395 257 62 122 197 198
(628) (61) (98) (591) (237) (80) (60) (257) (334)
Office Equipment 657 67 79 645 517 73 77 513 132
(including Computers) (664) (38) (45) (657) (478) (83) (44) (517) (140)
Owned Assets Total (a) 5,640 319 298 5,661 1,972 391 211 2,152 3,509
(5,607) (184) (151) (5,640) (1,671) (408) (107) (1,972) (3,668)
b) Right of Use Assets:
[Refer Note 44]
Land 16 5 - 21 5 4 - 9 12
(10) (6) (-) (16) (3) (2) (-) (5) (11)
Buildings 408 136 27 517 223 123 23 323 194
(363) (92) (47) (408) (145) (125) (47) (223) (185)
Plant and Equipment 231 637 231 637 223 88 231 80 557
(231) (-) (-) (231) (49) (174) (-) (223) (8)
Vehicles 87 66 - 153 27 27 - 54 99
(32) (55) (-) (87) (12) (15) (-) (27) (60)
Office Equipment 1 - - 1 1 -* - 1 -
(including Computers) (1) (-) (-) (1) (1) (-) (-) (1) (-)
Right of Use Assets 743 844 258 1,329 479 242 254 467 862
Total (b) (637) (153) (47) (743) (210) (316) (47) (479) (264)
Total (a+b) 6,383 1,163 556 6,990 2,451 633 465 2,619 4,371
(6,244) (337) (198) (6,383) (1,881) (724) (154) (2,451) (3,932)
a) Figures shown in brackets are in respect of previous year.
144
2 Property, Plant and Equipment [Refer Note 36(a)] (Contd.)

b) Title deeds of Immovable Properties not held in name of the Company as at March 31, 2022 and
March 31, 2021:
Line item Description of Gross Title deeds Whether title Property Reason for not being
in the item of property carrying held in the deed holder is a held held in the name of
Balance and location value name of promoter, director since the company
sheet or relative of which
promoter/ director date
or employee of
promoter/ director
Freehold Kallinayakanahalli, 47 Monsanto No 2009 The title deeds are in the
Land Bengaluru India Limited name of Monsanto India
Freehold Udaipur, 30 Monsanto No 2013 Limited, the erstwhile
Land Rajasthan India Limited amalgamating company
Freehold Shameerpet, 35 Monsanto No 2005 under section 230 to
Land Hyderabad India Limited 232 of the Companies
Act, 2013 in terms of the
approval of the National
Company Law Tribunal.
3 Capital work-in-progress
Assets Cost
As at Additions Deletions/ As at
01.04.2021 Transfers 31.03.2022
Capital work-in-progress 76 378 321 133
(36) (226) (186) (76)
Total 76 378 321 133
(36) (226) (186) (76)
a) Capital work-in-progress ageing

Assets Amount in Capital work-in-progress for period of As at
Less than 1-2 Years 2-3 Years More than 31.03.2022
1 Year 3 Years
Projects in progress 116 2 15 -* 133
(60) (16) (-)* (-) (76)
Projects temporarily - - - -* -
suspended (-) (-) (-) (-) (-)
Total 116 2 15 -* 133
(60) (16) (-)* (-) (76)
145
3 Capital work-in-progress (Cond.)

b) Completion schedule for capital work-in-progress, whose completion is overdue or has exceeded its
cost compared to its original plan
Assets To be completed in
Less than 1-2 Years 2-3 Years More than
1 Year 3 Years
As at 31.03.2022
Projects in progress:
Molecular Laboratory 73 - - -
Shelling line 18 - - -
Miscellaneous projects 25 - - -
Projects temporarily suspended - - - -
Total 116 - - -
As at 31.03.2021
Projects in progress:
Shelling line - 18 - -
Yield Trial Packager 6 - - -
Rain water collection 4 - - -
Miscellaneous Projects 16 -* - -
Total 26 18 - -
c) Figures shown in brackets are in respect of previous year.
4 Investment Property
Assets Cost/ Deemed Cost Depreciation/ Amortisation Net Book
Value
01.04.2021 31.03.2022 01.04.2021 year Deletions 31.03.2022 31.03.2022
Land 44 - 34 10 - - - - 10
(44) (-) (-) (44) (-) (-) (-) (-) (44)
Buildings 286 - - 286 30 5 - 35 251
(286) (-) (-) (286) (25) (5) (-) (30) (256)
Total 330 - 34 296 30 5 - 35 261
(330) (-) (-) (330) (25) (5) (-) (30) (300)
a) Figures shown in brackets are in respect of previous year.
b) The Company had given Land and portion of a Building on lease under cancellable lease arrangement.
Investment properties are distinguished from owner-occupied property based on area covered under lease
arrangements. Refer Note 36 for disclosure of contractual obligations to purchase, construct or develop
investment properties and for its repairs, maintenance or enhancements respectively.
146
4 Investment Property (Contd.)

c) Amount recognised in Statement of Profit and Loss for investment properties:
Particulars 01.04.2021 01.04.2020
to 31.03.2022 to 31.03.2021
Rental Income [Refer Note 25] 46 48
Direct operating expenses from property that generated rental income 27 27
(including Depreciation)
d) Fair value
Particulars As at As at
31.03.2022 31.03.2021
Investment properties 683 600
Estimation of fair value:

The fair value of Land and Building under Investment Properties has been determined by an external
independent registered property valuer having recognised professional qualifications. The current prices
in an active market for similar properties has been used to determine fair value of investment properties.
The fair value measurement investment properties has been categorised as Level 3 based on the inputs in
the valuation.
e) Title deeds of Immovable Properties not held in name of the Company as at March 31, 2022 and
March 31, 2021:
Line item Description of Gross Title deeds Whether title Property Reason for not being
in the item of property carrying held in the deed holder is a held held in the name of
Balance and location value name of promoter, director since the company
sheet or relative of which
promoter/ director date
or employee of
promoter/ director
Investment Shameerpet, 10 Monsanto No 2005 The title deeds are in the
Property Hyderabad India Limited name of Monsanto India
Limited, the erstwhile
amalgamating company
under section 230 to
232 of the Companies
Act, 2013 in terms of the
approval of the National
Company Law Tribunal.
147
5 Intangible Assets [Refer Note 36(a)]

Assets Cost/ Deemed Cost Amortisation Net Book
Value
01.04.2021 31.03.2022 01.04.2021 year Deletions 31.03.2022 31.03.2022
Computer Software 97 16 - 113 90 5 - 95 18
(93) (4) (-)* (97) (85) (5) (-)* (90) (7)
Marketing Rights 11 19 - 30 3 2 - 5 25
(11) (-) (-) (11) (2) (1) (-) (3) (8)
Total 108 35 - 143 93 7 - 100 43
(104) (4) (-)* (108) (87) (6) (-)* (93) (15)
a) D
eemed cost of Goodwill and Technical Knowhow as on April 1, 2015 is Nil i.e. fully amortised over a period
of time and hence the same has not been presented in the above table.
b) Figures shown in brackets are in respect of previous year.
6 Intangible Assets under development

Assets Cost
As at Additions Deletions/ As at
01.04.2021 Transfers 31.03.2022
Intangible Assets under development 687 216 53 850
(523) (172) (8) (687)
Total 687 216 53 850
(523) (172) (8) (687)
a) Intangible assets under development ageing

Assets Amount in Intangible assets As at
under development for a period of 31.03.2022
1 Year 3 Years
Projects in progress 154 165 128 403 850
(128) (114) (69) (359) (670)
Projects temporarily - - - - -
suspended (-)* (5) (11) (1) (17)
Total 154 165 128 403 850
(128) (119) (80) (360) (687)
148
6 Intangible Assets under development (Contd.)

b) Completion schedule for Intangible assets under development, whose completion is overdue or has
exceeded its cost compared to its original plan
Assets To be completed in
1 Year 3 Years
As at 31.03.2022
Projects in progress
Registration Costs** - 3 1 28
Total - 3 1 28
As at 31.03.2021
Projects in progress
Registration Costs** 7 - 3 27
Total 7 - 3 27
** It represents cost incurred towards data generation, registration fees etc. capitalised as Marketing Rights for registering the new
product or getting existing product registered for use on other crops with the registration authority in India.
c) Figures shown in brackets are in respect of previous year.
7 Other Financial Assets

As At As At As At As At
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Non-Current Non-Current Current Current
(Unsecured, Considered good unless
otherwise stated)
Security Deposits
- Considered Good 68 150 56 56
- Considered Doubtful 2 2 - -
70 152 56 56
Less: Provision for Expected Credit Loss 2 2 - -
[Refer Note 39(a)(i)]
68 150 56 56
Accrued Interest Receivable - - 6 8
Other Receivables -* 1 40 13
68 151 102 77
8 Income Tax Asset (Net)

As At As At
31.03.2022 31.03.2021
Non-Current Non-Current
Advance payment of Income Tax 1,710 1,353
[Net of Provision for Taxation 21,737 (Previous Year 16,551)]
Fringe Benefit Tax [Net of Provision for Taxation 125 (Previous Year 125)] 6 6
1,716 1,359
149
9 Deferred Tax Assets/ (Liabilities) (Net)

Provision Liabilities Provision Disallowances Indexation Other Employee Lease Depreciation Others Total
for Expected allowed on for Defined u/s. 40(a)(i) of Freehold Expenditure Separation Liabilities and
Credit Loss payment Benefit and 40(a)(ia) of land allowable on Expenses Component Amortisation
on Trade basis Obligations the Income Tax Merger of Assets
Receivables, Act, 1961
Advances
Balance as on 78 111 74 49 17 72 192 (36) (288) 1 270
01.04.2020
(Charged)/
credited during
the year
To Statement of 8 11 (13) 14 3 (18) (38) 97 (136) (3) (75)
Profit and Loss
To Other - - (16) - - - - - - - (16)
Comprehensive
Income
Balance as on 86 122 45 63 20 54 154 61 (424) (2) 179
31.03.2021
(Charged)/
credited during
the year
To Statement of 14 8 4 (7) (7) (18) (43) 12 (64) 5 (96)
Profit and Loss
To Other - - (10) - - - - - - - (10)
Comprehensive
Income
Balance as on 100 130 39 56 13 36 111 73 (488) 3 73
31.03.2022
10 Other Assets
31.03.2022 31.03.2021 31.03.2022 31.03.2021
(Unsecured, Considered good unless
otherwise stated)
Capital Advances 5 13 - -
Other Advances:
- Advance to Vendors - - 349 314
- Prepaid Expenses 5 2 113 53
- Advance to Employees 19 19 - -*
- Export Benefit Receivable - - 52 68
- Balance with Government Authorities
- Considered Good 230 221 1,095 1,294
- Considered Doubtful - - 67 80
230 221 1,162 1,374
Less : Provision for Doubtful Advances - - 67 80
230 221 1,095 1,294
Right of Return Asset - - 618 216
259 255 2,227 1,945
150
11 Inventories
As At As At
31.03.2022 31.03.2021
(Lower of Cost and Net Realisable Value)
Raw Materials [includes in transit 1,401 (Previous Year 2,724)] 6,313 6,045
Packing Materials [includes in transit 12 (Previous Year 4)] 722 577
Work-in-progress [includes in transit 60 (Previous Year 34)] 2,172 2,053
Finished Goods [includes in transit 234 (Previous Year 304)] 5,181 4,090
Stock-in-Trade [includes in transit 6 (Previous Year 107)] 692 461
Stores and Spares 40 25
15,120 13,251
12 Investments
As At As At
31.03.2022 31.03.2021
At Fair value through profit or loss
(Unquoted*)
Investments in Mutual Funds
10,126,990 (Previous Year Nil) Units of ` 22.75 in 230 -
Aditya Birla Sun Life Arbitrage Fund Direct Plan Growth
12,896,923 (Previous Year Nil) Units of ` 11.99 in 155 -
Tata Arbitrage Fund Direct Plan Growth
Nil (Previous Year 19,458,124) Units of ` 10.99 in - 214
Tata Arbitrage Fund Direct Plan Dividend
DSP Arbitrage Fund Direct Plan Growth
Nippon India Arbitrage Fund Direct Plan Growth
385 522
Aggregate value of Unquoted Investment 385 522
* As Mutual Funds investments are not listed on stock exchange, it is considered as unquoted investments.
13 Trade Receivables [Refer Note 42]

31.03.2022 31.03.2021 31.03.2022 31.03.2021
Secured, considered good - - 6 109
Unsecured, considered good - - 10,041 7,440
[Refer Note (a) below]
Unsecured, considered doubtful 380 332 46 38
Total 380 332 10,093 7,587
Less: Provision for Expected Credit Loss 380 332 46 38
- - 10,047 7,549
151
13 Trade Receivables [Refer Note 42] (Contd.)

(a) The Company is distributor of Bayer BioScience Private Limited (BBPL) operating in the territory of India and
Nepal for distribution of seeds. As the Company is a limited risk distributor in this commercial arrangement,
BBPL recognises the risk of overdue receivables to its account. The Company has recovered, overdue
outstanding receivables towards distribution of seeds to third parties, from BBPL amount aggregating 20
(Previous Year 20) towards recoupment of loss as recovery is less probable. As and when the Company
recovers any amount against such overdue, or any part thereof, from the respective customers, the Company
is required to pay to BBPL such amounts so recovered. Accordingly, the amount recovered from BBPL as on
March 31, 2022 (net) 305 (Previous Year 359) towards is included in “Other Financial Liabilities” in Note 21.
(b) There are no customers with receivables exceeding 5% of total trade receivables.
(c) Trade Receivables Ageing
As at March 31, 2022 Not Outstanding for following periods from the due date Total
Due Less 6 months 1-2 years 2-3 years More
than 6 - 1 year than 3
months years
(i) Undisputed Trade 7,591 1,963 120 33 7 276 9,990
receivables, considered
good
(ii) Undisputed Trade 22 18 6 1 -* - 46
doubtful
(iii) Disputed Trade -* 1 1 17 26 12 57
good
(iv) Disputed Trade - 1 -* 73 50 256 380
doubtful
Total 7,613 1,983 127 123 83 544 10,473
As at March 31, 2021 Not Outstanding for following periods from the due date Total
Due Less 6 months 1-2 years 2-3 years More
than 6 - 1 year than 3
months years
(i) Undisputed Trade 5,158 1,902 46 78 11 313 7,508
good
(ii) Undisputed Trade 15 18 1 4 -* - 38
doubtful
(iii) Disputed Trade -* -* 3 25 6 7 41
good
(iv) Disputed Trade 2 -* 11 26 67 226 332
doubtful
Total 5,175 1,920 61 133 84 546 7,919
152
13 Trade Receivables [Refer Note 42] (Contd.)

(d) Relationship with struck off companies
Name of Struck Off Nature of transaction Transactions Balance Relationship with
Company during the outstanding as at the Struck off
year March 31, 2022 company
Kamala Krishi Advance from - -
Receivables
Bhandar Pvt. Ltd customer written back (-)* (-)*
a) Figures in brackets are of Previous Year
14 Cash and Cash Equivalents

As At As At
31.03.2022 31.03.2021
Balances with Banks
- In Current Accounts 535 348
- in Fixed Deposits (less than 3 months maturity) 5,375 8,404
Short-term highly liquid investments at Fair Value [Refer Note (a) below] 1,899 3,293
7,809 12,045
(a) Investment in Liquid Mutual Funds

(Unquoted*)
As At As At
31.03.2022 31.03.2021
9,540,106 (Previous Year 1,684,111) Units of ` 114 in 1,089 185
Nippon India Overnight Direct Plan Growth Fund
534,577 (Previous Year 1,094,766) Units of ` 1,150 in 615 1,219
Aditya Birla Sun Life Mutual Fund Overnight Direct Plan Growth Fund
173,692 (Previous Year Nil) Units of ` 1,124 in 195 -
Axis Overnight Fund - Direct Plan - Growth
Nil (Previous Year 331,050) Units of ` 2,818 in - 933
UTI Overnight Direct Plan Growth Fund
Kotak Overnight Direct Plan Growth Fund
DSP Overnight Direct Plan Growth Fund
L&T Overnight Fund Direct Plan Growth Fund
Nil (Previous Year 207,630) Units of ` 111 in - 23
ICICI Prudential Overnight Direct Plan Growth Fund
1,899 3,293
* As Mutual Funds investments are not listed on stock exchange, it is considered as unquoted investments.
153
15 Bank Balances other than Cash and Cash Equivalents

As At As At
31.03.2022 31.03.2021
Earmarked balances with banks in unpaid dividend accounts 58 44
Balances held as margin money against guarantees 7 6
Earmarked balances with banks - -*
65 50
16 Equity Share Capital

As At As At
31.03.2022 31.03.2021
Authorised
66,300,000 (Previous Year 66,300,000) Equity Shares of ` 10/- each 663 663
Issued, Subscribed and Paid-up Capital:
44,942,092 (Previous Year 44,942,092) Equity Shares of ` 10/- each, fully 449 449
paid-up
a) Rights, preferences and restrictions attached to Equity Shares:

The Company has one class of Equity Shares having a par value of ` 10/- per share. Each Shareholder
is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the
approval of the Shareholders in the ensuing Annual General Meeting. In the event of liquidation, the Equity
Shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential
amounts, in proportion to their shareholding.
b) Movement of Issued, Subscribed and Paid-up Equity Share Capital:

31.03.2022 31.03.2021 31.03.2022 31.03.2021
Number of Number of Amount Amount
Shares Shares
Balance as at the beginning of the year 4,49,42,092 4,49,42,092 449 449
Add: Changes during the year - - - -
Balance as at the end of the year 4,49,42,092 4,49,42,092 449 449
c) Shares bought back during 5 years immediately preceding the Balance Sheet date:
As At As At
31.03.2022 31.03.2021
Number of Number of
Shares Shares
Aggregate number of Equity Shares bought back 10,20,408 22,85,408
154
16 Equity Share Capital (Contd.)

d) Shares held by Ultimate Holding Company and its subsidiaries:
As At As At
31.03.2022 31.03.2021
Number of Shares Number of Shares
Ultimate Holding Company:
Bayer AG, Germany 37,88,433 37,88,433
Subsidiaries of Ultimate Holding Company:

Bayer Vapi Private Limited, India 80,39,736 80,39,736
Bayer S.A.S., France 66,18,105 66,18,105
Bayer CropScience AG, Germany 53,54,030 53,54,030
Monsanto Investments India Private Limited, India 67,58,082 67,58,082
Monsanto Company, USA 15,44,613 15,44,613
e) Details of shareholding of Promoters:

As At 31.03.2022 As At 31.03.2021 % change
Number of % holding Number of % holding during the
Shares Shares year
Bayer AG, Germany 37,88,433 8.4% 37,88,433 8.4% -
Bayer Vapi Private Limited, 80,39,736 17.9% 80,39,736 17.9% -
India
Bayer S.A.S., France 66,18,105 14.7% 66,18,105 14.7% -
Bayer CropScience AG, 53,54,030 11.9% 53,54,030 11.9% -
Germany
Monsanto Investments India 67,58,082 15.0% 67,58,082 15.0% -
Private Limited, India
Monsanto Company, USA 15,44,613 3.4% 15,44,613 3.4% -
f) Shareholders holding more than 5% of the aggregate Equity Shares of the Company:
As At As At
31.03.2022 31.03.2021
Number of Shares Number of Shares
Bayer AG, Germany 37,88,433 37,88,433
Bayer Vapi Private Limited, India 80,39,736 80,39,736
Bayer S.A.S., France 66,18,105 66,18,105
Bayer CropScience AG, Germany 53,54,030 53,54,030
Monsanto Investments India Private Limited, India 67,58,082 67,58,082
Aditya Birla Sun Life Trustee Private Limited, India 23,45,226 26,45,002
g) Shares reserved for issue under commitment:

In Monsanto India Limited (MIL/ Transferor Company), there has been a dispute with regards to the transfer
of 100 shares, held by a shareholder. In view of the pending dispute, bonus entitlement relating to this 100
shares has been kept in abeyance by the Transferor Company. Pursuant to the amalgamation of MIL with
the Company effective from September 16, 2019, the Company shall continue to keep such entitlements in
abeyance.
155
17 Other Equity
As At As At
31.03.2022 31.03.2021
Reserves and Surplus
Capital Redemption Reserve [Refer Note (i) below] 52 52
General Reserve [Refer Note (ii) below] 2,883 2,388
Retained Earnings [Refer Note (iii) below] 20,465 21,220
Securities Premium [Refer Note (iv) below] 1,394 1,394
24,794 25,054
Other Equity As At As At
31.03.2022 31.03.2021
(i) Capital Redemption Reserve [Refer Note (a) below]
Balance as at the beginning of the year 52 52
(ii) General Reserve [Refer Note (b) below]

Balance as at the beginning of the year 2,388 1,932
Add: Transfer from Retained Earnings 495 456
Balance as at the end of the year 2,883 2,388
(iii) Retained Earnings [Refer Note (c) below]

Items of Other Comprehensive Income recognised directly in Retained
Earnings:
Remeasurement of defined benefit obligation [Refer Note 19(a)(B)(2)(ii)] 39 32
Tax on remeasurement of defined benefit obligation [Refer Note 9] (10) (16)
Appropriations
Dividend [Refer Note 40(b)(i)] (1,124) (1,124)
Interim Dividend [Refer Note 40(b)(i)] (5,618) (4,045)
Transfer to General Reserve (495) (456)
Balance at the end of the year 20,465 21,220
(iv) Securities Premium [Refer Note (d) below]

Balance at the end of the year 1,394 1,394
a) It represents transfer from Retained Earnings on buy-back of equity shares by the Company as per the
provision of section 69(1) of the Companies Act, 2013.
b) It represents transfer from Retained Earnings.
c) It represents profit earned net of appropriations.
d) It represents premium on issue of shares.
156
18 Lease Liabilities
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Lease Liabilities [Refer Note 44] 518 141 346 122
518 141 346 122
19 Provisions
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Provision for Employee Benefits
- Gratuity [Refer Note (a)(B) below] 44 77 111 101
- Compensated Absences 352 345 79 57
[Refer Note (b) below]
- Other employee benefits 356 238 908 441
[Refer Note (c) below]
Other Provisions
Direct Tax Matters [Net of Advance Tax of 163 23 8 - -
(Previous Year 150)] [Refer Note (d) & (e)]
Indirect Tax Matters [Refer Note (d) & (e)] 17 14 - -
Commercial Matters [Net of Payment 5 383 361 - -
(Previous Year 5)] [Refer Note (d) & (e)]
Others [Refer Note (d) & (f) below] - - - 38
1,175 1,043 1,098 637
a) Employee Benefit Obligation

Disclosure as required under Ind AS 19 - Employee Benefits:
A. Defined contribution plan:

The Company’s defined contribution plans are Superannuation, Employees’ State Insurance Scheme
and Provident Fund administered by Government authorities/ trustees since the Company has no further
obligation beyond making the contributions.
The expenses recognised during the year towards defined contribution plans are as detailed below:
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Employer’s contribution to Provident Fund 169 151
Employer’s contribution to Superannuation Fund 21 24
Total (included in Note 28 - ‘Employee Benefits Expense’) 190 175
B. Defined benefit obligation:

The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972/ Company
policy. Employees who are in continuous service for a period of 5 years or more are eligible for gratuity.
The amount of gratuity payable on retirement/ termination is the employee’s last drawn salary per month
computed proportionately as per the Payment of Gratuity Act, 1972/ Company policy multiplied for the
number of years of service.
157
19 Provisions (Contd.)
The plan asset for the funded gratuity plan is invested in insurer managed fund administered by Life
Insurance Corporation of India (‘LIC’), Kotak Life Insurance Limited (Kotak) and Aditya Birla Sun Life
Insurance Company Limited (Aditya Birla) independently. 71% of the plan asset is invested in debt
securities and 29% of the plan asset is invested in equity instruments.
Provisions were established for defined benefit obligations pertaining to gratuity. The net obligation was
accounted as follows:
1. Net defined benefit obligation as reflected in Balance Sheet:
As at As at
31.03.2022 31.03.2021
Present value of defined benefit obligation 1,309 1,262
Fair value of plan assets 1,154 1,084
Net defined benefit obligation 155 178
2. The expenses for defined benefit plan for gratuity comprise the following components:
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
i) Expenses Recognised in the Statement of Profit and Loss
Current service cost (included in Note 28 - ‘Employee Benefits 78 68
Expense’)
Net interest cost (included in Note 29 - ‘Finance Costs’) 11 16
Total 89 84
ii) Expenses/ Income recognised in the Other Comprehensive
Income (OCI) [Refer Note 17(iii)]
Actuarial (gain)/ losses on obligation (14) 64
Return on Plan Assets, excluding interest income (25) (96)
Total (39) (32)
3. The net defined obligation developed as follows:

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
i) Change in the present value of defined benefit obligation
Opening present value of defined benefit obligation 1,262 1,127
Expense’)
Interest cost (included in Note 29 - ‘Finance Costs’) 81 77
Transfer of employees (Net) 3 52
Benefit paid Directly by the Employer - (114)
Benefit paid from the fund (101) (12)
Actuarial (gains)/ losses due to:
- change in demographic assumptions -* -
- change in financial assumptions (32) 31
- experience adjustment 18 33
Closing present value of defined benefit obligation 1,309 1,262
158
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
ii) Change in the fair value of plan assets
Opening fair value of plan assets 1,084 889
Interest income (included in Note 29 - ‘Finance Costs’) 70 61
Contributions by the employer 80 50
Benefit paid from the fund (101) (12)
Assets transferred out on divestment (4) -
Expected return on plan assets (excluding interest income) 25 96
Closing fair value of plan assets 1,154 1,084
iii) Change in net defined benefit obligation

Opening net defined benefit obligation 178 238
Expense’)
Interest cost (net) (included in Note 29 - ‘Finance Costs’) 11 16
Transfer of employees (Net) 3 52
Contributions by the employer (80) (50)
Benefit paid Directly by the Employer - (114)
Assets transferred out on divestment 4 -
Actuarial (gains)/ losses due to:
- change in financial assumptions (32) 31
- experience adjustment 18 33
Expected return on plan assets (excluding interest income) (25) (96)
Closing net defined obligation of funded plan 155 178
4. Risk exposure:
The risks from defined benefit plans arise partly from the defined benefit obligations and partly from the
investment in plan assets. The risks lie in the possibility that higher direct gratuity payments will have to
be made to the beneficiaries and/ or that additional contributions will have to be made to plan assets in
order to meet current and future defined benefit obligations.
i) Demographic risk
The gratuity plan provides a lump sum payment to vested employees at the time of retirement,
death, incapacitation or termination of employment. Change in attrition rate or mortality assumption
as compared to actual rate may result in change in benefit obligations, benefit expense and/or
payments than previously anticipated.
ii) Investment risk

If the actual return on plan assets was below the return anticipated on the basis of the discount
rate, the net defined benefit obligation would increase, assuming there were no changes in other
parameters. This could happen as a result of a drop in return by LIC, Kotak or Aditya Birla.
iii) Interest rate risk

A decrease in prevailing market yield on Debt securities may increase the defined benefit obligation.
This effect would be at least partially offset by the ensuing increase in the market values of the debt
instruments held.
159
5. Measurement parameters and their sensitivities
i) The following parameters were used to measure the obligation
As At As At
31.03.2022 31.03.2021
Discount rate (per annum) 6.96% 6.44%
Expected rate of return on plan assets (per annum) 6.96% 6.44%
Attrition rate (per annum) 6 - 15% 6 - 15%
Salary escalation rate (per annum) 9.00% p.a. 8.00% p.a.
for the next for the next
1 year, 2 years,
6.00% p.a. 6.00% p.a.
thereafter, thereafter,
starting from starting from
the 2nd year the 3rd year
The estimates of future salary escalations, considered in actuarial valuation, take account of
inflation, seniority, promotion and other relevant factor such as supply and demand factors in the
employment market.
ii) The following parameter sensitivities were computed by an independent actuary which results in
increase/ (decrease) in defined benefit obligation:
As At As At
31.03.2022 31.03.2021
Delta effect of +0.5% change in discount rate (39) (41)
Delta effect of -0.5% change in discount rate 41 43
Delta effect of +0.5% change in salary escalation 41 43
Delta effect of -0.5% change in salary escalation (39) (41)
Delta effect of +0.5% change in attrition rate 2 -*
Delta effect of -0.5% change in attrition rate (2) -*
The above sensitivity analysis are based on a change in an assumption while holding all other
assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions
may be correlated. When calculating the sensitivity of the defined benefit obligation, the present
value of the projected benefit obligation has been calculated using the projected unit credit method
at the end of the reporting period, which is the same method as applied in calculating the projected
benefit obligation as recognised in the balance sheet. The methods and types of assumptions used
in preparing the sensitivity analysis did not change compared to the previous years.
6. Defined benefit obligation and employer’s contribution

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
i) Expected employer’s contribution for the next year 111 101
As At As At
31.03.2022 31.03.2021
ii) The weighted average duration of the defined benefit obligation 8 8
(years)
160
As At As At
31.03.2022 31.03.2021
iii) Projected Benefits payable in future years from the date of
reporting**:
1st Following Year 177 96
2nd Following Year 90 121
3rd Following Year 92 113
4th Following Year 126 103
5th Following Year 126 124
Sum of 6th to 10th Following Year 713 642
**It represents unwinding of liabilities rather than cash flows considering future service for forseable future of next 10 years
(b) Accumulated compensated absences, which are expected to be availed or encashed within 12 months
from the end of the year end are treated as short term employee benefits for measurement purpose. The
obligation towards the same is measured at the expected cost of accumulating compensated absences
as the additional amount expected to be paid as a result of the unused entitlement as at the year end.
Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months
from the end of the year end are treated as other long term employee benefits for measurement purpose.
The Company’s liability is actuarially determined by an independent actuary using the Projected Unit
Credit Method at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit
and Loss in the year in which they arise.
(c)
Provisions for other employee benefits include those recorded for performance based bonus, variable
payments, long-service awards and expense in relation to separation of employees.
(d) Movement in Other Provisions
Direct Tax Indirect Tax Commercial Others
Matters Matters and Other
Matters
Balance as at the beginning of the year 8 14 361 38
8 17 339 -
Add: Additional provision (net) 15 3 22 -
- - 22 51
Less: Provision utilised - - - 38
- 3 - 13
Less: Provision adjusted - - - -
- - - -
Balance as at the end of the year 23 17 383 -
8 14 361 38
Unbold figures are in respect of previous year.
(e) Other Provisions represent provision for estimates made for probable liabilities/ claims arising out of
pending disputes, litigations/ commercial transactions with statutory authorities/ third parties. The outflow
with regard to the said matters depends on the exhaustion of remedies available to the Company under
the law and hence the Company is not able to reasonably ascertain the timing of the outflow and hence
expected utilisation is considered as more than 1 year.
During the year, 22 (Previous Year 22) is recognised under the head Finance Costs [Included in Note 29]
as an additional provision towards Commercial and Other Matters.
(f) Others includes gratuity obligations in respect of contractual manpower taken from outside agencies.
161
20 Trade Payable [Refer Note 39(b) and 42]

As At As At
31.03.2022 31.03.2021
Current Current
Total outstanding dues of micro enterprises and small enterprises 154 192
[Refer Note (a) below]
Total outstanding dues of creditors other than micro enterprises and small 8,044 8,111
enterprises
8,198 8,303
(a) The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises
Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as
follows:
As At As At
31.03.2022 31.03.2021
(I) (i) Principal amount due and remaining unpaid to any supplier at the 3 10
end of accounting year [includes payables for Capital Purchases
Nil (Previous Year Nil)]
(ii) Interest amount due and remaining unpaid to any supplier at -* -*
the end of accounting year
*Current Year 0.02 (Previous Year 0.27)
(II) The amount of interest paid by the buyer in terms of section 16 of 403 384
the MSMED Act, along with the amount of the payment made to the
suppliers during the year
(III) The amount of interest due and payable for the period of delay in - -
making the payment (which has been paid but beyond the appointed
day during the year) but without adding the interest specified under
the MSMED Act beyond the appointed date
(IV) The amount of interest accrued and remaining unpaid at the end of - -
the year
(V) The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance
of a deductible expenditure under section 23 of the MSMED Act
The above information has been determined to the extent such parties have been identified on the basis of
information available with the Company.
162
20 Trade Payable [Refer Note 39(b) and 42] (Contd.)

(b) Trade Payables Ageing
As at March 31, 2022 Unbilled Not Due Outstanding for following Total
periods from the due date
Less than 1-2 years 2-3 years More than
1 year 3 years
(i) MSME 67 82 5 -* - - 154
(ii) Others 1,886 5,026 1,114 13 2 3 8,044
(iii) Disputed dues- - - - - - - -
MSME
(iv) Disputed dues- - - - - - - -
others
Total 1,953 5,108 1,119 13 2 3 8,198
As at March 31, 2021 Unbilled Not Due Outstanding for following Total
periods from the due date
Less than 1-2 years 2-3 years More than
1 year 3 years
(i) MSME 75 108 9 - - -* 192
(ii) Others 2,928 4,208 965 7 1 2 8,111
(iii) Disputed dues- - - - - - - -
MSME
(iv) Disputed dues- - - - - - - -
others
Total 3,003 4,316 974 7 1 2 8,303
(c) Relationship with struck off companies

Name of Struck Off Company Nature of Transactions Balance Relationship with
transaction during the outstanding as at the Struck off
year March 31, 2022 company
Niche Events And Promotions -* -
Payables Trade Payables
Private Limited^ (-) (-)*
^It includes write-back of 0.01 (Previous Year: Nil)
Figures in brackets are of Previous Year
21 Other Financial Liabilities

As At As At
31.03.2022 31.03.2021
Current Current
Interest Accrued but not due - -*
Payable for Capital Purchases [Refer Note 20(a)] 39 10
Unpaid Dividends [Refer Note (a) below] 58 44
Deposits from customers 27 184
Other liabilities [Refer Note 13(a)] 320 372
444 610
(a) As at the year end, there are no amounts which are due for payment to Investor Education and Protection Fund
under section 124 and 125 of the Companies Act, 2013, except the amount pertaining to unpaid dividend of 6
and the related equity shares. Based on information and records available with the Company, all these relate
to disputed shareholder matters of Monsanto India Limited, the erstwhile amalgamating company.
163
22 Other Liabilities
As At As At
31.03.2022 31.03.2021
Current Current
Refund Liabilities
- Anticipated Sales Returns 1,171 533
- Discounts payable to Customers 2,493 2,154
3,664 2,687
Contract Liabilities [Refer Note 24(d)]
- Advance from Customers 868 889
- Customer Loyalty Programmes 1,057 1,249
- Incentive Schemes 494 433
2,419 2,571
Deferred Income 12 -
Payable towards Statutory Liabilities 225 208
Payable to Employees 28 28
6,348 5,494
23 Current Tax Liabilities (Net)

As At As At
31.03.2022 31.03.2021
Provision for Income Tax [Net of Advance Tax 3,973 (Previous Year 6,876)] 159 540
159 540
164
24 Revenue from operations

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Sale of Goods [Refer Notes below] 45,767 41,428
Other Operating Revenue:
Recoveries from Group Companies and Third Parties 1,446 1,070
Scrap Sales 102 84
Royalty Income 19 23
Tolling income 10 8
47,344 42,613
(a) It includes sales in accordance with a sales and distribution arrangement, net of material cost 4,249 (Previous
Year 4,892).
(b)
Disaggregation of revenue recognised from contracts with customers by geographical area is disclosed in
Segment Reporting [Refer Note 41].
(c) Reconciliation of revenue recognised with the Contracted Price is as follows:

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Contracted Price [Refer Note (a) above] 52,810 47,790
Adjustments for :
- Discounts (6,001) (5,203)
- Anticipated Sales Return (1,169) (523)
- Customer Loyalty Programme and Incentive Schemes (Net) 127 (636)
Sale of Goods 45,767 41,428
(d) The change in Contract Liabilities [Refer Note 22] are as follows:
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Contract Liabilities - Opening 2,571 1,844
Add: Additions during the year, excluding amounts recognised as 2,434 2,212
revenue during the year
Less : Revenue recognised in the current year which was included in 2,586 1,485
Contract Liabilities
Contract Liabilities - Closing 2,419 2,571
165
25 Other Income
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Interest Income
Interest Income from Financial Assets at Amortised Cost 198 250
Interest on Tax Refund - 28
Penal Interest on Overdue Trade Receivables 47 35
Dividend Income
Dividend Income from investments measured at Fair Value Through - 1
Profit or Loss (FVTPL)
Other Non-Operating Income
Export Incentives 36 36
Rent Income [Refer Note 4(c)] 81 92
Miscellaneous 67 29
429 471
Other Gains
Profit on Tangible Assets sold/ discarded (Net) - 64
Profit on sale of investments measured at fair value through profit or loss 117 88
(FVTPL)
Fair value gain on investment measured through profit or loss (FVTPL) - 15
117 167
546 638
26 Cost of Material Consumed

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Raw Materials:
Opening Stock 6,045 4,479
Add: Purchases 22,892 23,350
28,937 27,829
Less: Closing stock 6,313 6,045
Cost of Raw Materials consumed [Refer Note (a) below] 22,624 21,784
Packing Materials consumed [Refer Note (a) below] 1,281 1,248
Seed Grower Payments and Production Cost 1,874 1,808
25,779 24,840
(a) It includes 4 (Previous Year 47) on account of write off/ down in carrying values of Raw Materials and Packing
Materials.
166
27 Change in Inventories of Finished Goods and Work in Progress and Stock in Trade
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Opening Stock:
- Finished Goods 4,090 2,552
- Work-in-progress 2,053 1,905
- Stock in Trade 461 368
6,604 4,825
Closing stock:
- Finished Goods 5,181 4,090
- Work-in-progress 2,172 2,053
- Stock in Trade 692 461
8,045 6,604
Increase in Inventories [Refer Note (a) below] (1,441) (1,779)
(a) It includes 491 (Previous Year 293) on account of write off/ write down in carrying values of Inventories.
28 Employee Benefits Expense [Refer Note 33]

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Salaries and Wages 4,182 3,237
Contribution to Provident and Other Funds [Refer Note 19(a)(A)] 190 175
Gratuity [Refer Note 19(a)(B)(2)(i)] 78 68
Staff Welfare Expenses 181 142
4,631 3,622
29 Finance costs
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Interest on Lease Liability [Refer Note 44] 24 30
Interest Others [Refer Note 19(a)(B)(2)(i) and 19(e)] 105 96
129 126
30 Depreciation and Amortisation Expense

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
- on Property, Plant and Equipment [Refer Note 2] 391 408
- on Right of Use Assets [Refer Note 2] 242 316
- on Investment Properties [Refer Note 4] 5 5
- on Intangible Assets [Refer Note 5] 7 6
645 735
167
31 Other Expenses [Refer Note 33]

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Consumption of Stores and Spare Parts 70 36
Power and Fuel 142 123
Rent [Refer Note 44] 114 97
Repairs and Maintenance:
- Plant and Equipment 34 43
- Buildings 45 38
- Others 50 79
129 160
Insurance 50 33
Rates and Taxes 54 48
Job Work Charges 868 826
Freight Outward and Clearing Charges 1,215 1,002
Vehicle expenses and hire charges 75 46
Travelling and Conveyance 276 155
Loss on Disposal of Property, Plant and Equipment (Net) 6 -
Loss on Intangible Assets written off (Net) 17 4
Legal and Professional Fees 924 1,007
Royalty 132 149
Advertisement, Publicity and Sales Promotion 3,080 1,991
Smallholder farmer initiative - 77
Communication 56 79
Donations [Refer Note 33] 128 106
Bad Debts 53 21
Less: Utilisation of Provision for Expected Credit Loss on Trade Receivable (53) (21)
-* -*
Provision for Expected Credit Loss on Trade Receivable [Refer Note 39(a)(i)] 109 46
Foreign Exchange Fluctuations (Net) 2 15
Fair Value loss on investments measured through profit or loss 23 -
Manpower & Labor Charges 144 135
Miscellaneous [Refer Note (a) below and Note 42(iv)] 346 280
7,960 6,415
(a) Payments to Auditor (Included in Miscellaneous expenses)

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
(i) As Statutory Auditor:
- for statutory audit 6 5
- for limited review 3 3
- for tax audit 1 1
(ii) In Other Capacities :
- audit of group reporting package 2 2
12 11
168
32 Tax Expense
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
(a) Current Tax Expenses
Current Tax on Profits for the year 1,929 1,668
Adjustments for current tax of prior periods (10) 1,271
Total Current Tax Expense 1,919 2,939
(b) Deferred Tax Expense

(Increase)/ Decrease in deferred tax assets 32 (64)
Increase/ (Decrease) in deferred tax liabilities 64 139
Total Deferred Tax Expense 96 75
Tax Expense 2,015 3,014
(c) Reconciliation of tax expense and the accounting profit multiplied by

tax rate
Tax @ 25.168% 2,131 2,000
Tax effect of amounts which are not deductible/ (taxable) in calculating
taxable income:
Agriculture Income (162) (309)
Corporate social responsibility expenditure 34 28
Adjustment under The Direct Tax Vivad Se Vishwas Act, 2020 for prior - 1,272
periods [Refer Note (e) below]
Adjustment of current taxes of prior periods (10) (1)
Capital Gain on sale of land (12) (4)
Other Items 34 28
Tax Expense 2,015 3,014
(d) Income tax recognised in Other Comprehensive Income

Deferred tax on remeasurement of Defined Benefit Obligation (10) (8)
Adjustments for deferred tax of prior periods - (8)
(10) (16)
(e) D
uring the previous year, the Company had filed an application under The Direct Tax Vivad Se Vishwas Act,
2020 (VSV Act) and related rules, in respect of certain past years, with a view to give certainty and effectively
close long pending disputes and litigations under the Income Tax Act, 1961. Consequent to tax authority’s
order under VSV Act, tax expense of 1,272 (net) was recognised in previous year.
169
33 Expenses towards activities relating to Corporate Social Responsibility in compliance

with section 135 of the Companies Act, 2013 (included in Operating Activities under
Cash Flow Statement)
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
(a) Gross amount required to be spent by the Company during the year 126 101
(b) Amount spent during the year on:
(i) Construction/ acquisition of any asset - -
(ii) On purposes other than (i) above
- Donations 120 96
- Employee Benefits Expense 5 2
- Other Expenses 1 3
126 101
34 Research and Development Expenses

01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Research and Development Revenue Expenses (Net of recoveries) 749 558
35 Contingent Liabilities
A) Claims against the Company not acknowledged as debts towards:
As At As At
31.03.2022 31.03.2021
- Direct Tax Matters [Refer Note (a) below] 2,026 1,963
- Indirect Tax Matters [Refer Note (b) below] 1,391 759
- Litigation/ claims filed by customer/ vendor/ third party 61 74
[Refer Note (c) below]
- Litigation/ demands raised by other Statutory Authorities 25 25
[Refer Note (d) below]
Future cash flows in respect of above, if any, is determinable only on receipt of judgement/ decisions pending
with relevant authorities.
(a) The contingent liability for direct tax matters mainly include 1,450 (Previous year 1,388) for issues in
dispute relating to exemption of agriculture income. The Company has been consistently maintaining the
position that such income is exempt from tax. The said claim has been in dispute, pending before various
appellate authorities viz., Supreme Court, ITAT and CIT(A).
(b) The disputed demands for indirect tax matters are mainly due to non-issuance of statutory forms, product
classification, incorrect turnover and disallowance of input credit.
(c) It mainly includes demand for crop failure.
(d) It mainly includes demand raised towards provident fund.
(B) The Company has received a notice from the Hon’ble Civil Court, Thiruvananthapuram intimating that a suit
has been filed against the Company along with 15 other companies manufacturing Endosulfan, making them
jointly and severally liable, for an amount of 1,617 in respect of recovery of amount paid as compensation
by the State of Kerala to victims of Endosulfan. The Company is of the view that there is no link between
use of Endosulfan and the health problems of the victims and hence it is not liable to repay the damages/
compensation. The matter is at initial stage and scheduled for hearing on June 8, 2022.
170
36 Commitments
As At As At
31.03.2022 31.03.2021
(a) Capital Commitments
Property, Plant and Equipment 140 73
Intangible Assets 19 26
159 99
(b) Other Commitments
Contractual obligation for future repairs and maintenance on Investment 4 3
properties
Dividend on shares in abeyance [Refer Note 16(g)] -* -*
37 Events occurring after the reporting period

Refer Note 40(b)(ii) Capital Management for the final dividend recommended by the directors which is subject to
the approval of shareholders in the ensuing annual general meeting.
38 Fair value measurement

Financial instruments by category:
Notes As at 31.03.2022 As at 31.03.2021
FVPL FVOCI Amortised FVPL FVOCI Amortised
cost cost
Financial assets
Investment 12 385 - - 522 - -
Trade Receivables 13 - - 10,047 - - 7,549
Cash and Cash 14
Equivalents
Short-term highly 1,899 - - 3,293 -
liquid investments
Balances with Banks - - 5,910 - - 8,752
Bank Balances other than 15 - - 65 - - 50
cash and cash equivalents
Other Financial Assets 7 - - 170 - - 228
Total Financial Assets 2,284 - 16,192 3,815 - 16,579
Financial liabilities
Lease Liabilities 18 - - 864 - - 263
Trade Payables 20 - - 8,198 - - 8,303
Other Financial Liabilities 21 - - 444 - - 610
Total Financial liabilities - - 9,506 - - 9,176
Fair Value Hierarchy:
This section explains the judgements and estimates made in determining the fair values of the financial instruments
that are:
(a) recognised and measured at fair value and
(b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified
its financial instruments into the three levels prescribed in Ind AS 113 - Fair Value Measurement. An explanation
of each level follows underneath the table.
171
38 Fair value measurement (Contd.)

Financial assets and liabilities measured at fair value - recurring fair value measurements
As at 31.03.2022 As at 31.03.2021
Financial assets Notes
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Investment 12 385 - - 522 - -
Cash and Cash Equivalents
- Short-term highly liquid investments 14 1,899 - - 3,293 - -
Total 2,284 - - 3,815 - -
Level 1: It represents mutual funds measured using the closing Net Asset Value (NAV).
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included
in level 2. The fair value forward foreign exchange contracts is determined using forward exchange rates at the
Balance Sheet date.
Level 3: If one or more of the significant inputs is not based on observable market data (Security Deposits), the
instrument is included in level 3. The fair value of the security deposits with definite maturity period is determined
using discounted cash flow analysis using an adjusted lending rate.
There are no transfers between level 1, level 2 and level 3 during the year.
Assets & Liabilities which are valued at amortised cost for which fair value are disclosed
Carrying Fair Value
Note
Amount (Level 3)
Financial assets
Security Deposits 7
As at March 31, 2022 124 121
As at March 31, 2021 206 201
Financial liabilities
Lease Liabilities 18
As at March 31, 2022 864 864
As at March 31, 2021 263 263
The carrying amounts of Trade Receivables, Cash, Bank Balances, Accrued Interest Receivables, Other
Receivables, Trade Payables, Unpaid Dividends, Deposit from customers, Payable for capital purchases and
Other Financial Liabilities are considered to be the same as their fair values, due to their short term nature.
39 Financial Risk Management

The Company has financial opportunities at its disposal in the form of the market prices it can command, and is
exposed to financial risks in the form of credit, liquidity and market risks. Market risks include currency, interest
rate and price risk. The following paragraphs provide details of these and other financial opportunities and risks
and how they are managed.
The management of financial opportunities and risks takes place using established, documented processes. One
component is financial planning, which serves as the basis for determining liquidity risk and the future foreign
currency and interest-rate risks.
172
39 Financial Risk Management (Contd.)

(a) Credit Risk:
Credit risks arise from the possibility that the value of receivables or other financial assets of the Company
may be impaired because counterparties cannot meet their payment or other performance obligations.
To manage credit risks from trade receivables other than Related Party, the credit managers from Order
to Cash department of the Company regularly analyse customer’s receivables, overdue and payment
behaviours. Some of these receivables are collateralised and the same is used according to conditions.
These could include advance payments, security deposits, post-dated cheques etc. Credit limits for this
trade receivables are evaluated and set in line with Company’s internal guidelines. There is no significant
concentration of default risk.
Credit risks from financial transactions are managed independently by Treasury department. For banks and
financial institutions, the Company has policies and operating guidelines in place to ensure that financial
instrument transactions are only entered into with high quality banks and financial institutions. The Company
had no other financial instrument that represents a significant concentration of credit risk. The surplus funds
are invested in bank deposits and mutual fund investments.
(i) Expected Credit Loss (ECL) for Trade Receivables and Deposits:
The Company provides for ECL for trade receivables under simplified approach. The Company uses
a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The
provision matrix is based on its historically observed default rates over the expected life of the trade
receivables and is adjusted for forward-looking information.
ECL for deposits are measured considering 12-month’s ECL.
Trade Receivables
The Company provides ECL based on following provision matrix:
Credit Risk Description of Category Gross Trade ECL
Category Receivable
No Risk There is no risk of defaults 1,154 -
884 -
Negligible Risk The risk of defaults is negligible 6,420 6
4,962 6
Low Risk The probability of defaults is low 1,521 7
1,052 6
Moderate Risk The probability of defaults is moderate 998 33
689 26
Doubtful Assets There is no reasonable expectation of recovery 380 380
332 332
Total 10,473 426
7,919 370
Unbold figures are in respect of previous year.
173

Following is the movement in Provision for ECL on Trade Receivables:
As At As At
31.03.2022 31.03.2021
Add: Additional provision/ (reversal) (net) 109 46
Less: Provision utilised (53) (21)
Deposits
The Company provides ECL based on following provision matrix (Deposits):
Credit Risk Description of Category Gross ECL
Category Deposits
No Risk There is no risk of defaults 124 -
206 -
Doubtful Assets There is no reasonable expectation of recovery 2 2
2 2
Total 126 2
208 2
Following is the movement in Provision for Expected Credit Loss on Deposits:

As At As At
31.03.2022 31.03.2021
Add: Additional provision/ (reversal) (net) -* -
Less: Provision utilised (-)* -
(ii) Expected Credit Loss (ECL) for Financial Assets other than Trade Receivables and Deposits:
There is no credit risk on Financial Assets other than mentioned in (i) above from initial recognition. Accordingly,
no provision for ECL has been recognised.
(b) Liquidity Risk:
Liquidity risks result from the possible inability of the Company to meet current or future payment obligations
due to lack of cash or cash equivalents. The liquidity risk is assessed and managed by the Treasury department
as a part of day to day and medium term liquidity planning.
The Company’s liquidity risk policy is to maintain sufficient liquidity reserve at all times based on cash flow
projections to meet payment obligation when it falls due. The primary source of liquidity is cash generated
from operations.
Liquid assets are held mainly in the form of bank deposits and mutual fund investments. The Company in
addition has set up credit lines with the banks as additional source of funds, if required, for value 5,369 as on
March 31, 2022.
174

The payment obligations from financial instruments are explained below:
he table below analyse the Company’s financial liabilities into relevant maturity groupings based on their
T
contractual maturities for all financial liabilities essential for an understanding of timing of Cash Flows.
Contractual maturities of Financial Liabilities
As at 31.03.2022 As at 31.03.2021
Less than 3 to 12 Total Less than 3 to 12 Total
3 Months Months 3 Months Months
Trade Payables 8,072 126 8,198 8,173 130 8,303
Other Financial Liabilities 444 - 444 610 - 610
(excluding lease liabilities)
8,516 126 8,642 8,783 130 8,913
Balance due within 12 months equals their carrying balance as the impact of discounting is not significant.
The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2022 on
an undiscounted basis:
As At As At
31.03.2022 31.03.2021
Less than one year 346 133
One to five years 567 140
More than five years 17 19
930 292
(c) Market Risk:

(i) Currency Risk:
Foreign currency opportunities and risks for the Company result from changes in exchange rates
and the related changes in the value of financial instruments (including receivables and payables) in
the functional currency (INR). The Company is exposed to foreign exchange risk arising from foreign
currency transactions primarily with respect to US Dollar.
To mitigate the currency fluctuation, receivables and payables in foreign currencies which arises from
export and import of goods and services are considered for hedging on net basis through forward
exchange contracts. Majority of Company’s import and export of goods are denominated in INR currency
thereby reducing foreign exchange risk to a very large extent.
The Company’s exposure to changes in foreign currency is not material.
(ii) Interest Rate Risk:
Interest-rate opportunities and risks result for the Company through changes in capital market interest
rates, which in turn could lead to changes in the fair value of fixed-rate financial instruments and changes
in interest payments/ income in case of floating-rate instruments.
Interest rate risk arising from borrowing is managed by negotiating fixed coupon interest rates from
banks for the entire tenure.
(iii) Price Risk:
The Company is mainly exposed to the price risk due to its investment in mutual funds. In order to manage
its price risk arising from investment in mutual funds, the Company diversifies its portfolio based on past
performance. The impact of price risk with respect to investment in mutual fund is insignificant.
175
40 Capital Management
(a) Risk management
The Company’s objective while managing capital is to safeguard its ability to continue as a going concern,
so that it can continue to provide optimum returns to the shareholders and to other stakeholders. Further its
objective is to maintain an optimal capital structure to reduce the cost of capital.
(b) Dividends
(i) Equity Shares
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Final Dividend
Dividend approved for the year ended March 31, 2021 of ` 25.00 (March 1,124 1,124
31, 2020 ` 25.00) per fully paid equity share
Interim Dividend
Interim Dividend declared during the year ended March 31, 2022 of 5,618 4,045
` 125.00 (March 31, 2021 ` 90.00)
(ii) Dividends not recognised at the end of the reporting period

As at As at
31.03.2022 31.03.2021
Since year end, the Directors of the Company have recommended a 1,124 1,124
payment of final dividend of ` 25 per fully paid equity share (March 31,
2021 ` 25.00)
41 Segment Reporting
The Vice Chairman & Managing Director & CEO, and Executive Director & CFO are identified as Chief Operating
Decision Maker of the Company. They are responsible for allocating resources and assessing the performance of
the operating segments. Accordingly, they have determined “Agri Care” as its operating Segment.
Thus the segment revenue, interest revenue, interest expense, depreciation and amortisation, segment assets
and segment liabilities are all as reflected in the Financial Statement as at and for the year ended March 31,
2022.
Geographical Information
As at As at
31.03.2022 31.03.2021
(a) Revenue from external customers
(i) attributed to the Company's country of domicile, India 44,929 40,493
(ii) attributed to all foreign countries
- Germany 1,068 986
- Bangladesh 920 881
- Others 427 253
47,344 42,613
(b) Revenues from transactions with a single customer in no case exceeded 10% of the Company’s sales in
current as well as previous year.
176
41 Segment Reporting (Contd.)

c) Non-current assets (excluding Deferred/ Current Tax and Financial Assets)
As at As at
31.03.2022 31.03.2021
(i) located in the Company’s country of domicile, India 5,917 5,265
(ii) located in all foreign countries - -
5,917 5,265
42 Related Party Transactions

Sr. Name of the related party Country of % Equity interest
No. incorporation As at As at
31.03.2022 31.03.2021
i) Ultimate Holding Company:
Bayer AG Germany 8% 8%
ii) Entities under Common Group Control **:

Bayer BioScience Private Limited, India
Bayer CropScience AG, Germany
Bayer Cropscience KK, Tokyo
Bayer CropScience Limited, Bangladesh
Bayer CropScience LP, U.S.A.
Bayer CropScience Ltd, Seoul
Bayer CropScience Schweiz AG, Switzerland
Bayer Direct Services GmbH, Germany
Bayer Pharmaceuticals Private Limited, India
Bayer Philippines Inc., Philippines
Bayer Public Limited Company, U.K.
Bayer S.A., Chile
Bayer S.A.S., France
Bayer (South East Asia) Pte. Ltd., Singapore
Bayer Thai Company Limited, Thailand
Bayer U.S LLC, U.S.A.
Bayer Vapi Private Limited, India
Bayer Zydus Pharma Private Limited, India
Monsanto Company, U.S.A.
Monsanto Holdings Private Limited, India
Monsanto Investments India Private Limited, India
Monsanto Technology LLC, U.S.A.
PT. Bayer Indonesia, Indonesia
** The list of parties above have been limited to entities with whom transactions have taken place during the current or previous year or
balances are outstanding as at the year end.
177
42 Related Party Transactions (Contd.)

iii) Joint Ventures of fellow Subsidiary:
Mahyco Monsanto Biotech (I) Private Limited, India
A. The transactions with related parties:
Parties referred to in (i) Parties referred to in (ii) Parties referred to in (iii)
above above above
01.04.2021 to 01.04.2020 to 01.04.2021 to 01.04.2020 to 01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021
Sale of goods
Bayer AG 643 726 - - - -
Bayer BioScience - - 18 44 - -
Private Limited
Others - - 1,016 628 - -
Recoveries made
Bayer AG 428 197 - - - -
Private Limited
Bayer Vapi - - 301 287 - -
Private Limited
Bayer - - 38 - - -
CropScience LP
Others - - 536 494 50 52
Rental Income
Bayer BioScience - - - 1 - -
Private Limited
Bayer Vapi - - 2 6 - -
Private Limited
Others - - 79 85 - -
Purchase of
Goods
Bayer AG 14,576 14,426 - - - -
Bayer BioScience - - 3,972 5,116 - -
Private Limited#
Bayer Vapi - - 657 540 - -
Private Limited
Bayer - - 1,797 1,565 - -
CropScience LP
Monsanto - - - 798 - -
Company
Professional/
Support Charges
incurred
Bayer AG 482 100 - - - -
Bayer BioScience - - - 9 - -
Private Limited
Private Limited
Bayer - - 37 60 - -
CropScience LP
Others - - 103 525 - -
# The amount is disclosed on gross basis, against which revenue is recognised at margin (sales less material cost) since the Company is
acting as an agent in substance.
178

above above above
01.04.2021 to 01.04.2020 to 01.04.2021 to 01.04.2020 to 01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021
Rent Expense
Private Limited
Bayer Vapi - - - 2 - -
Private Limited
Others - - 14 2 - -
Payment of
Lease Liabilities
Private Limited
Royalty Expense
Bayer - - 12 12 - -
CropScience AG
Bayer - - - 137 - -
CropScience LP
Monsanto - - 120 - - -
Technology LLC
Dividend paid
Bayer AG 568 436 - - - -
Bayer - - 803 616 - -
CropScience AG
Bayer Vapi - - 1,206 925 - -
Private Limited
Monsanto 232 178
Company
Others - - 2,006 1,538 - -
Sale of Fixed
Assets
Others - - -* - - -
Purchase of
License of Duty
Credit Scrips
Bayer Vapi - - 76 85 - -
Private Limited
Others 6 23
Purchase of
Fixed Assets
(including
Capital work-in-
progress)
Bayer Vapi - - 3 - - -
Private Limited
Others - - -* 15 - -
179

above above above
01.04.2021 to 01.04.2020 to 01.04.2021 to 01.04.2020 to 01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021
Recoupment of
losses towards
overdue trade
receivables
[Refer Note 13(a)]
Private Limited
Repayment
against
recoupment of
losses towards
overdue trade
receivables
[Refer Note 13(a)]
Private Limited
Employee
related liability
paid/ payable
on transfer of
employees
Private Limited
Bayer Vapi - 6 - - -
Private Limited
Others - - 15 22 - -
Employee
related liability
taken over
on transfer of
employees
Private Limited
Bayer Vapi - - 4 17 - -
Private Limited
Others - - 55 54 - -
180

B. Outstanding balances of related parties:
As at As at
31.03.2022 31.03.2021
Party referred to in (i) above
Outstanding Receivables 366 292
Outstanding Payables 3,801 2,959
Parties referred to in (ii) above
Outstanding Receivables
Bayer BioScience Private Limited 51 18
Bayer Vapi Private Limited 104 6
Bayer CropScience LP 34 -
Others 313 214
Outstanding Payables
Bayer BioScience Private Limited 334 477
Bayer Vapi Private Limited 94 158
Bayer CropScience LP 531 1,760
Monsanto Company - 121
Monsanto Technology LLC 242 -
Others 31 118
Parties referred to in (iii) above
Outstanding Receivables
Mahyco Monsanto Biotech (I) Private Limited 4 16
iv) Employee Benefits Plans where significant influence exists

Bayer CropScience Limited Employees Group Gratuity-cum-Life Assurance Scheme
Bayer CropScience Limited Managerial Employees Superannuation Scheme
The transactions with entities where significant influence exists of (iv) above and outstanding
balances:
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Contributions during the year
Bayer CropScience Limited Employees Group Gratuity-cum-Life 80 50
Assurance Scheme
Bayer CropScience Limited Managerial Employees Superannuation 21 -##
Scheme
## During the period, the company has made contribution directly to LIC and not through Bayer CropScience Limited Managerial
Employees Superannuation Scheme Trust.
181

v) Key management personnel:
Name Designation
- Mr. Pankaj Patel Chairman
- Mr. Duraiswami Narain Vice Chairman & Managing Director and CEO
- Mr. Simon Wiebusch Executive Director (from December 17, 2021)
- Mr. Rolf Hoffmann Executive Director & CFO (upto August 31, 2021)
- Mr. Simon Johannes Britsch Executive Director & CFO (from September 1, 2021)
- Ms. Ketaki Bhagwati Non-executive Director
- Mr. Sekhar Natarajan Non-executive Director
- Dr. Harsh Kumar Bhanwala Non-executive Director (from February 12, 2021)
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Remuneration to key management personnel
Short term employee benefits 276 185
Other long-term employee benefits 67 31
343 216
Directors’ Sitting Fees (included in Note 31 Other Expenses - 3 2
Miscellaneous expenses)
Commission to Non-Executive Directors (included in Note 31 Other 6 5
Expenses - Miscellaneous expenses)
vi) Terms and conditions

There have been no guarantees provided or received for any related party receivables or payables.
Outstanding balances at the year end are unsecured and interest free, and settlement occurs in cash. The
Company has not recorded any impairment of receivables relating to amounts owed by related parties for the
year ended March 31, 2022 and March 31, 2021.
43 Earning Per Share

Earnings per share are determined according to Ind AS 33 - Earnings per Share by dividing Profit after tax
attributable to shareholders of the Company by the weighted average number of equity shares outstanding
during the financial year.
01.04.2021 to 01.04.2020 to
31.03.2022 31.03.2021
Profit For the year 6,453 4,931
Weighted average number of equity shares outstanding at year end 4,49,42,092 4,49,42,092
Nominal Value Per Equity Share 10 10
Earnings Per Share (net of tax) (Basic and Diluted) 143.58 109.72
44 Lease
Lease contracts in which the Company is the lessee mainly pertain to offices, residential premises, warehouses,
vehicles, and plant and machinery. Lease contracts are negotiated individually and each contain different
arrangements on extension, termination or purchase options except in case of vehicle leases. Offices,
residential premises and warehouses leases generally contain clauses that prohibit subleasing except with
the consent of the lessor.
The details pertaining to right-of-use assets, additions to right-of-use assets and amortisation on right-of-
use assets are provided in Note 2 - Property, Plant and Equipment. The maturities of the outstanding lease
182
44 Lease (Contd.)
payments are provided in Note 39 - Financial Risk Management. Cash outflows related to lease activities for
the current year amounted to 263 (Previous Year 355).
The Company has recognised 242 (Previous Year 316) towards amortisation, 24 (Previous Year 30) towards
Interest expense for the unwinding of discount on lease liabilities and 114 (Previous Year 97) towards
expenses for short-term leases in the Statement of Profit and Loss.
45 Ratio Analysis
The following are analytical ratios for the year ended March 31, 2022 and March 31, 2021
Particulars Numerator Denominator As At As At %
31.03.2022 31.03.2021 Variation
Current ratio (times) Current Asset Current Liability 2.2 2.3 -4%
Debt equity ratio Debt Shareholders' equity N.A. N.A. -
(times)
Debt service coverage Earning available Total Debt service(ii) 24.1 10.9 122%
ratio (times)(iii) for debt service(i)
Return on equity ratio Profit after tax Average 25.4% 19.3% 32%
(%)(iv) Shareholders' equity
Inventory turnover ratio Cost of Goods Average Inventories 1.9 2.1 -12%
(times) Sold
Trade receivables Revenue from Average Trade 5.4 5.8 -7%
turnover ratio (times) Operations receivables
Trade payables Total purchases Average Trade 3.5 4.3 -19%
turnover ratio (times) payables
Net Capital turnover Revenue from Working Capital 2.5 2.2 13%
ratio (times) operations
Net profit ratio (%) Profit after tax Revenue from 13.6% 11.6% 17%
Operations
Return on Capital EBIT Capital employed 31.7% 31.5% 1%
employed (%)
Return on investment Returns Average Investment 3.3% 2.3% 42%
(Mutual Fund -
Overnight Fund) (%)(v)
Return on investment Returns Average Investment 4.5% 4.8% -7%
(Mutual Fund -
Arbritrage Fund) (%)
Return on investment Returns Average Investment 3.0% 3.1% -4%
(Fixed Deposit) (%)
(i) Profit After Tax - Exceptional items (net of tax) + Depreciation and Amortisation + Finance Cost + Profit/ Loss
on Tangible/ Intangible assets + ECL provision for Trade Receivables + Unrealised profit/ gain on Investment/
Foreign Exchange
(ii) Repayment of Lease Liabilities + Repayment of Short term borrowings
(iii) Earnings available for debt service has increased mainly due to additional tax expense recognised in the
previous year under The Direct Tax Vivad Se Vishwas Act, 2020 [Refer Note 32(e)]
(iv) Profit After Tax has increased mainly due to additional tax expense recognised in the previous year under
The Direct Tax Vivad Se Vishwas Act, 2020 [Refer Note 32(e)]
(v) Reduction in interest rates in previous year due to ample liquidity arising from Reserve Bank of India measures
during Covid -19
183
46 Exceptional items consist of:

(i) Reversal of provision expense in relation to separation of employees arising from restructuring measures
due to amalgamation of Monsanto India Limited with Bayer CropScience Limited and Bayer 2022 global
efficiency program.
(ii) Profit on sale of part of Company’s seeds distribution business, viz. cotton, millet, mustard and sorghum
crops along with investment property at Patancheru, Telengana to Crystal Crop Protection Limited on a
slump sale basis on December 1, 2021, pursuant to approval accorded by the Board of Directors of the
Company at its meeting held on October 13, 2021.
47 (i) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the understanding that the Intermediary shall directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like to or on behalf of
the Ultimate Beneficiaries.
(ii) The Company have not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
48
Bayer AG in a press release dated March 10, 2022 announced the global sale of Bayer’s Environmental
Science Professional business to Cinven. The Company’s sale of this Environmental Science business is
subject to finalisation of arrangement with the acquirer and necessary approval(s) by the Board of Directors
of the Company. Revenue from operation for the year ended March 31, 2022 includes sale of goods of 683
from the Environmental Science business.
Signature to notes 1 to 48
For and on behalf of the Board
Pankaj Patel Duraiswami Narain Simon Johannes Britsch Nikunjkumar Savaliya

Chairman Vice Chairman & Executive Director Company Secretary &
DIN 00131852 DIN 03310642 DIN 09194547
Place: Ahmedabad Place: Mumbai Place: Thane Place: Thane

Date: May 24, 2022 Date: May 24, 2022 Date: May 24, 2022 Date: May 24, 2022
184
FACTS

2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22
` in Millions
Revenue from Operations 27,253 32,452 37,233 28,894 29,484 27,490 31,673 36,094 42,613 47,344
(Net)
Profit Before Tax 15,632 4,408 5,735 4,816 4,479 4,038 4,800 5,831 7,945 8,468
Net Cash from Operating 1,383 2,815 2,004 2,065 1,573 1,214 4,328 6,659 6,867 2,155
Activities
Dividend 197 201 769 601 601 618 1,275 1,016 5,169 6,742
(including interim
dividend) for the year
Dividend % 50% 55% 210% 170% 170% 180% 284% 226% 1150% 1500%
Share Capital 395 366 366 354 354 343 449 449 449 449
Reserves and Surplus 18,918 17,057 19,963 18,040 20,213 17,440 21,945 25,276 25,054 24,794
Borrowings - - - - - - - 15 - -
Gross Block 5,414 6,958 4,346 3,628 4,166 4,517 6,280 7,237 7,584 8,412
Net Block 3,457 4,446 3,224 3,384 3,661 3,705 4,874 5,244 5,010 5,658
Net Current Assets 15,562 12,583 16,917 14,995 16,911 14,142 15,876 18,750 19,733 19,162
Employee Benefits 1,810 2,040 2,269 2,207 2,451 2,639 3,642 3,616 3,622 4,631
Expense
Number of Employees 1,181 1,217 1,043 1,057 1,126 1,148 1,389 1,230 1,254 1,318
`
Earnings Per Share 294.11 75.14 104.59 87.34 82.31 86.16 78.46 105.58 109.72 143.58
(on the basis of
profits after tax)
Book Value per Share 488.95 475.79 555.15 520.28 581.74 517.95 521.21 572.40 567.46 561.68
Share Price
at Stock Exchange
- High 1,341.80 1,829.20 3,819.90 4,234.00 4,627.00 5,050.00 4,747.45 4,505.65 6,368.75 6,090.90
- Low 749.00 1,065.05 1,384.55 3,115.00 3,620.00 3,739.05 3,755.55 2,991.30 3,195.05 4,290.30
Number of Shareholders 20,865 19,138 20,647 20,412 22,176 45,744 45,369 58,971 67,591 62,093
Notes:
1. Figures from the year 2015-16 are in accordance with the Companies (Indian Accounting Standards) Rules,
2015 (Ind AS).
2. Pursuant to scheme of amalgamation of Monsanto India Limited (MIL) with Bayer CropScience Limited, the
figures for FY 2018-19 include figures of erstwhile MIL from June 7, 2018. Share capital as on March 31, 2019
include shares pending issuance of ` 106 Million.
3. Figures have been regrouped wherever necessary.
185
Notes
Notes
Notes
Performance Highlights
Revenue from Operations & Profitability Distribution of Income 2021-22 Return on Capital Employed
(` in Million) [` in Million (%)] (%)
47,344 32%
6,453 31%
42,613 26,642
2,015 28%
13%
36,094 774 4%
2% 55% 23%
31,673 22%
6,453
27,490
16%
4,931 7,960
4,745 10%
4,631
3,371
3,001 Material cost
Employee Benefits Expense
2017-18 2018-19 2019-20 2020-21 2021-22 Other Expenses 2017-18 2018-19 2019-20 2020-21 2021-22
Depreciation & Amortisation

Revenue from Operations Expense and Finance Costs Return on Capital Employed
Profit for the year (net of Tax) [EBIT / Capital Employed]
Tax Expense
Profit for the year (net of Tax)
Cash Flow Earnings and Dividend Per Share

(` in Million) (`)
-7,033 642 2,155
2021-22 (4,236)
150
Change in Cash and Cash Equivalents
144
-5,558 67 6,867
2020-21 1,376 115
110
106
-1,483 6,659
2019-20 4,887 86
-289 78
-4,147 4,328
2018-19 (1,402)
-1,583 43*
25
-5,811 1,214 18
2017-18 (4,214)
383
Utilisation of Funds Sources of Funds 2017-18 2018-19 2019-20 2020-21 2021-22
Financing Activities Investing Activities Operating Activities Earnings per share Dividend per share
*it includes ` 25 paid to shareholders of erstwhile MIL
Notes:
Pursuant to scheme of amalgamation of Monsanto India Limited (MIL) with Bayer CropScience Limited, the figures for FY 2018-19 include
figures of erstwhile MIL from June 7, 2018.
REGISTERED OFFICE
Bayer House, Central Avenue, Hiranandani Estate,
Thane (West) - 400 607, Maharashtra, India.
Tel. No.: + 91 22 2531 1234 | Fax No.: + 91 22 2545 5063
Email: [email protected]
Web: www.bayer.in

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Bayer CropScience Limited

64th Annual Report

Science for a better life

To view the Annual Report online,

The Future of Farming:

Fortunately, modern technology

To this end, Bayer has been working

Working together to create

Doubling farmers’ income by 2022

FPOs have been recognized as

To further strengthen grower

From upskilling farmers to training use around 20 kg of seeds and

“Although we had a lot of

To explain the impact she adds,

India grows rice on around 44

Directly Seeded Rice (DSR) has

farmers to opt for DSR in the South Asia (CSISA) to scale

Dekalb 9208: A Golden Launch

Bayer CropScience Limited launched “I have been sowing DEKALB Hybrids in

- Jaswinder Singh Sangha, Jalandhar, Punjab

Vayego: A Symbol of Victory

“In Rabi season, I used Vayego at 20DAT.

Maximising Human Potential

A career at Bayer is enriched

We leverage the talent that

Fundamentally, our LIFE values

In today’s age and in the new

In our constant endeavour to education complemented with

For Bayer, it was ultimately a successful

MD & CEO’s Message

All these models will also help deliver on our

Mr. Patel is also a Member of the Governing Board of India Pharmacopoeia

In recognition of his contributions to the healthcare industry in India,

D Narain (D) is President, South Asia, and Global Head of Smallholder

Ms. Ketaki Bhagwati is an independent financial services consultant.

She is a Bachelor of Arts from Wellesley College (USA) and a Master of

Mr. Sekhar Natarajan has contributed significantly towards the growth

He is a Managing Partner of S. N. Consultants and continues to stay

Dr. Thomas Hoffmann joined Bayer AG in 2001 as a Manager in Corporate

In February 2013, Dr. Thomas Hoffmann assumed the role of Chief

Dr. Harsh Kumar Bhanwala is the Executive Chairman of Capital India

Prior to joining Capital India Finance Limited, he was the Chairman of

Registrar & Share Transfer Agent

6. Ratification of Remuneration to Cost Auditor: from Group Companies’, ‘Purchase of Goods’,

Type of shareholders Login Method

Manner of holding shares i.e. Demat Your User ID is:

(ii) Enter the DP ID & Client ID / Physical Folio Other Instructions

By Order of the Board of Directors

Qualification: Number of Board meetings attended during the

Disclosures pertaining to re-appointment of in the Register of Members reside, if approved by a

Details of Material Related Party Transaction

By Order of the Board of Directors

Particulars 2021-22 2020-21

Dividend The Register of Members will remain closed from

Attractive Working Conditions The Key Pillars of the Initiative are:

Corporate Social Responsibility Policy Conservation of Energy, Technology Absorption

Related Party Transactions (SS) issued by the Institute of Companies Secretaries

For and on behalf of the Board of Directors

Annual Report on Corporate Social Responsibility (CSR) Activities

1. Brief outline on CSR Policy of the Company:

3. Education & Community Engagement

8. (a) CSR amount spent or unspent for the financial year:

Total 85.28 85.28 0 - -

(ii) Enter the DP ID & Client ID / Physical Folio Other Instructions

Bayer is working on artificial intelligence maturity product with good standability

c) The Securities and Exchange Board 1.3

2. Board processes vi.

4. Reviewing, with the Management, the annual 10.

Corporate Social Responsibility Committee (8)

c) Service contract, notice period and severance fees

For and on behalf of the Board of Directors

Duraiswami Narain Simon Britsch

1. List up to 3 products or services whose design has incorporated social or environmental