July 17, 2024

The General Manager

Department of Corporate Services
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001.

COMPANY CODE BAYERCROP

SCRIP ID 506285
Bayer CropScience Ltd.
CIN: L24210MH1958PLC011173
Dear Sir,
Registered and Corporate Office:
Suh.: Submission of 66th Annual Report for the Financial Year ended Bayer House
March 31, 2024, including the Notice of the Annual General Central Avenue
Hiranandani Estate
Meeting. Thane (West) - 400 607
Maharashtra, India
This is in furtherance to our letter dated July 02, 2024, informing that the Tel: +91 22 2531 1234
Company has scheduled its 66th Annual General Meeting ("AGM") on Fax: +91 22 2545 5063
Wednesday, August 14, 2024, at 11:30 a.m. 1ST via Video Conferencing ("VC") www.bayer.in
www.cropscience.bayer.com
/ Other Audio-Visual Means ("OAVM") in compliance with General circular(s)
issued by the Ministry of Corporate Affairs and Securities and Exchange Board
of India ("SEBI").

Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure

Requirements), Regulations 2015, please find enclosed herewith the Annual
Report of Bayer CropScience Limited ("Company") for the Financial Year ended
March 31, 2024, including the Notice convening the 66'11 Annual General
Meeting of the Company for your reference and records. The Annual Report is
also available on the website of the Company at www.bayer.in.

Kindly take the same on record and disseminate the information on BSE
website.

Thanking you,

Yours faithfully,
for Bayer CropScience Limited

Bharati Shetty
Company Secretaty and Compliance Officer
(Membership No. ACS 24199)

Encl.: As above

RESTRICTED
Bayer CropScience Limited
66th Annual Report
2023-24

Health for All

Hunger for None
 Stories inside

Corporate Overview
02. Introduction
04. Enabling farmers to get the most
out of their fields while using
fewer resources
06. Transforming agriculture: a farmer’s tale
of success with DEKALB® Hybrid
08. Empowering 25,000+ smallholders
for sustainable soybean cultivation
Bayer remains committed to supporting
smallholder farmers with access to modern and 10. Regenerative rice practices that are helping
regenerative farming concepts and innovative farmers mitigate climate change
technologies. In line with our mission of ‘Health 14. Empowering smallholders with access
for All, Hunger for None’, our efforts are aimed to technologies and solutions for
at enhancing crop productivity, contributing a brighter future
towards doubling farmer incomes and making 16. Chairman’s Message
Indian agriculture sustainable and globally
18. MD & CEO’s Message
competitive.
20. Board of Directors
24. Corporate Information
Statutory Reports Financial Statements
26. Notice 156. Independent Auditor’s Report
42. Directors’ Report 170. Balance Sheet
67. Corporate Governance Report 171. Statement of Profit & Loss
94. Business Responsibility and 172. Statement of Changes in Equity
Sustainability Report 173. Statement of Cash Flow
144. Management Discussion 175. Notes to the Financial Statements
& Analysis Report
229. Facts

To view the Annual Report online,

please visit:
https://www.bayer.in/en/investors/
annual-reports
 Bayer CropScience Limited Annual Report 2023-24

Introduction

In our previous year’s Annual

Report, we outlined our Our commitment to catalysing this transformation
framework to confront the was evident as we outlined our strategic framework
and collaborative efforts aimed at addressing
challenges facing Indian these challenges at scale. We emphasised the
agriculture. These challenges, pivotal role of collectivisation, digitalisation,
mechanisation, and regenerative agricultural
compounded by the effects practices in driving positive change amidst the
of climate change and volatility and uncertainties afflicting the agricultural
landscape.
geopolitical tensions, have
Central to our vision is the sustainable
underscored the urgent need empowerment of smallholder farmers, who form
for transformative action in our the backbone of India’s agricultural prowess.
Recognising their pivotal role in ensuring food and
agricultural sector. nutritional security for over 1.4 billion people, we
must put them at the centre of every effort and
initiative, be it governmental – federal or state
level, private enterprises such as ours, or the

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

growing startup ecosystem and social It is this spirit of optimism and resilience
enterprises working in the space. of our smallholder farmers that drives
Bayer’s mission to preserve and
At Bayer, our commitment extends
enhance the agricultural landscape for
beyond mere rhetoric. In 2023, we
generations to come. As we set our sights
did a Smallholder Voices Deep Dive
on the year 2030, we envision an Indian
for India as a special extension of
agriculture that is sustainable, resilient,
our global platform called the Farmer
and inclusive.
Voice Survey. Our intent was to lend a
platform to smallholder farmers to voice
their concerns, aspirations and hopes
for the future. Their voices resonate not
only within the Indian context but also
in the global fight against hunger and
malnutrition.

On the frontlines of climate change,

smallholder farmers confronted with
multifaceted challenges are:
ƒ Focussed on mitigating risks through ƒ Expressing immediate concerns
measures such as crop insurance about labour and fertilizer costs
and advanced crop protection that and availability
can help them withstand the impact
ƒ Seeking access to digital solutions
of climate change
and crop technologies for
ƒ Concerned about increased improved livelihoods
crop failure, reduced yields, and
ƒ Maintaining optimism and
heightened pest pressures due to
resilience, nurturing the dream of
changing weather
passing on their farms to the next
generation

In this Annual Report, we invite you to explore the

tangible impact of our initiatives as we continue to
work to empower smallholder farmers and shape a
brighter future for Indian agriculture. Join us as we
navigate the challenges, seize the opportunities,
and pave the way to fulfill our mission of
“Health for All, Hunger for None”.

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 Bayer CropScience Limited Annual Report 2023-24

Enabling farmers to get the most

out of their fields while using fewer
resources

Pushpinder
Singh
Hanumangarh,
Rajasthan

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

For, Pushpinder Singh, the arrival of a drone on his 14 acres of mustard

field, in Hanumangarh, Rajasthan has made his life sweeter.

Formerly an IT professional, Pushpinder Singh

is now a torchbearer of innovation for his fellow For Pushpinder, the usage of drones
farmers in his district. He is embracing one of has helped him increase his mustard
the most efficient methods of crop protection crop yield by
application to overcome crop loss.

Pushpinder saw an opportunity to alleviate his 28%

manpower shortage concerns with technology.
Agricultural labour shortages across Hanumangarh
have made it challenging for the growers to hire
enough workers, and Pushpinder Singh wanted to
Helped save 152 liters
of water per acre and other resources
get the most out of his fields while using less land
and fewer resources. “I wanted a longer-term plan”,
he says. That’s when he decided to adopt Bayer’s Enhanced his income by up to
transformational drone spray services on his farm.

This technology is designed to not only overcome 30%

labour shortages but also reduce water usage for
spraying by 95%. Apart from these crucial benefits,
drone spray services also ensure targeted, uniform Bayer has partnered with innovative drone startup,
application of plant protection chemicals across the General Aeronautics Pvt. Ltd. and has previously
farmland, while limiting farmers’ risk of accidental conducted several in-house and external R&D trials
exposure. with universities and central research institutions
to generate data to make drone-based services
available to farmers.
The drone spray services supported by Bayer
are benefiting farmers in the states of Haryana,
I am very impressed with Rajasthan, UP, MP, Maharashtra, Odisha, Andhra
Pradesh and Karnataka.
the drone spray system.
Drone applications in agriculture are endless – from
It ensures an even and efficient crop protection to spraying, mapping and
thorough coverage of spray, surveying. Cumbersome tasks can be co-opted
by such technologies, such as by ensuring the
leaving no area untreated targeted, uniform application of insect, weed and
and minimizes product disease-control products across the farmland,
while limiting farmers’ risk of accidental exposure
wastage. This innovative to chemicals. This can also lead to increased time
technology is incredibly in farmers’ hands for other tasks, which could spur

beneficial, and I strongly diversification in their fields.

Bayer remains committed to advancing digitisation
recommend all farmers to and mechanisation to shape a future-proof
adopt this service. agricultural sector and build a sustainable planet.

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 Bayer CropScience Limited Annual Report 2023-24

Transforming agriculture: a farmer’s

tale of success with DEKALB® Hybrid

Rapalla
Rambabu
Andhra Pradesh

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

In the heartlands of Andhra Pradesh, Rapalla As DEKALB® celebrates its journey of

Rambabu’s journey epitomises the transformative transformation over the last 25 years, its impact
power of innovation in agriculture. With a modest reverberates across the agricultural landscape,
10 acres in Manchala village, Guntur district, benefiting over 2 million farmers and charting a
Rapalla’s quest for better yields led him to embrace path towards a more resilient and prosperous
Bayer’s DEKALB® corn hybrid in 2008. His switch future for Indian agriculture.
marked a turning point. Battling adverse weather,
he not only harvested a bountiful crop but also
witnessed a remarkable surge in yield — a leap from
a meager 20-25 quintals per acre to an impressive
40-45 quintals per acre. The doubling of his earnings
by ` 90,000 per acre bore witness to his newfound I’ve been cultivating DEKALB®
success.
Corn for the past 15 years.
Rapalla’s story resonated beyond his farm.
Inspired by his triumph, fellow farmers in Manchala Before I used DEKALB®
village embraced Bayer’s integrated approach to HYBRIDS, I experienced
corn cultivation. Their collective adoption symbolised
a ripple effect, paving the path for others in the tough situations in my farming
region. during the initial years due to
Corn holds a pivotal position in India’s agricultural the vagaries of the monsoon,
landscape, being the third-largest cereal crop.
With cultivation spanning approximately 9 million crop lodging, and high levels of
hectares, it plays a crucial role in ensuring national pest and disease infestations
food security. Despite its significance, India’s
average corn productivity of 3.4 tonnes per hectare resulting in lower yields. Once
falls short of the global average of 5.8 tonnes per I started cultivating DEKALB®,
hectare, underscoring the need for enhanced
agricultural practices. it provided me with mental
Against this backdrop, Bayer’s DEKALB® brand satisfaction and psychological
marks a milestone of 25 years in service to Indian safety by giving better yields,
farmers. More than just premium seeds, DEKALB®
embodies a promise of success. Its enduring legacy raising my family’s standard
lies in empowering farmers like Rapalla to unlock of living. Recently, for the past
their land’s full potential, transcending geographical
boundaries to touch smallholder farmer lives across 2 years, I have been growing
the country. a new DEKALB® Hybrid DKC
The brand’s success is rooted in its unwavering 9217 in the Rabi season, which
commitment to research and innovation.
By harnessing the power of science and technology, has performed extremely well,
DEKALB® pioneers high-yielding corn hybrids giving consistent yield and
tailored to India’s diverse agro-climatic conditions.
Its portfolio, comprising over 30 hybrids, stands as a standability. I have planted it in
testament to its dedication to excellence. 6 acres and plan to expand the
For Rapalla and countless others, DEKALB® is acres in the coming Rabi too.
more than just a brand; it’s a partner in progress.
Through hybrids like DKC9217, farmers continue to
witness remarkable outcomes, with increased cob
length and attractive grain color heralding prosperity
in every harvest.

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 Bayer CropScience Limited Annual Report 2023-24

Empowering 25,000+ smallholders

for sustainable soybean cultivation

Collaborating closely with ADM, Bayer is spearheading efforts to ensure

sustainable food security, particularly in the soybean sector.
Despite India’s substantial soybean production of
nearly 14 million metric tonnes in 2023, challenges
such as erratic weather patterns and climatic
uncertainties persist, particularly in regions like Beed
and Osmanabad in Maharashtra. These challenges
often hinder productivity growth for growers and
create supply inconsistencies for processors, thereby
impeding investment in soybean cultivation.
Recognising the importance of addressing these
issues and fostering a sustainable crop production
model, Bayer joined forces with ADM, a global
leader in sustainable nutrition. Together, the aim is to
enhance the value offerings for soybean farmers in
India, with efforts and outreach already underway in
Maharashtra’s Latur, Osmanabad, and Beed districts.

Since its inception in 2022, the

project has made significant
strides. Implemented across
14 clusters, it has positively
impacted over 25,000 farmers
and covered more than 34,000
hectares of land in Beed, Latur,
Osmanabad, and Nanded.
Smallholder farmers in these regions have received
support such as advisory services, Bay G.A.P
trainings, specialised agronomist field visits, and seed
treatment demonstrations. These interventions aim to
uplift livelihoods and boost incomes while promoting
sustainable agricultural practices.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

The results of this partnership

are tangible:
ƒ Farmer yields have seen an impressive increase of
10-15% in model plots
ƒ Mechanisation of seed treatment has been enhanced,
with 20% of farmers adopting mechanised approaches
ƒ The successful implementation of Proterra Sustainability
principles underscores the commitment to sustainable
agriculture and its positive impact on local communities
and the environment

Through collaborative efforts and a shared vision, Bayer and ADM

are paving the way for a more sustainable and resilient soybean
industry, benefiting farmers, processors, and consumers alike.

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 Bayer CropScience Limited Annual Report 2023-24

Regenerative rice practices

that are helping farmers
mitigate climate change*

India, the most populous country

in the world is also the country
with the largest acreage dedicated
to rice production. While 80%
is consumed on the domestic
market, it is also the largest
exporter of this staple food
for more than half the world’s
population. Using regenerative
agricultural practices, Bayer is
supporting farmers in India’s
transition to Direct Seeded Rice,
to provide for a growing population
in a more climate-friendly and
resource-efficient way. One such
farmer is Jyothi.

Jyothi farms together with her husband water-intensive and rice is the largest as 25-33% of the region’s methane
on just over 4 hectares of land near contributor of greenhouse gas, emissions.
Tripuraram, a village in the Nalgonda producing 1.5% of total emissions
Farming globally uses about 70%
district of Telangana state in southern globally and responsible for 12%
of the world’s developed freshwater
India. of global methane emissions – a
resources and 24-30% is consumed
greenhouse gas 28 times more potent
Until recently much of their land was by transplanted puddled rice.
than carbon dioxide. In Southeast Asia,
being utilised for growing rice through
rice cultivation accounts for as much
traditional transplantation that requires
flooded paddy fields. Agriculture is

*The initiative pertains to other Bayer entities in India.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Jyothi
Telangana

“Each summer is hotter and water scarcity in

our region is becoming a real problem affecting
agricultural production and the lives of local citizens.
Starting with one acre of land in 2022, and witnessing
the benefits of DSR, I have expanded the practice to
all six acres of her land as well as four acres of my
brother’s land. This transition helped me save
` 60,000 per year just in labour costs and significant
reduction on water consumption”, explains Jyothi.

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 Bayer CropScience Limited Annual Report 2023-24

The world therefore faces the enormous dual challenge of

having to produce more rice for a growing population and
doing so in a more climate-friendly and resource-efficient
way.
Rising to the challenge, Bayer believes this is possible
and the rice crop system based on Direct Seeded Rice
is an ideal solution.

Jyothi’s farm was one of the first

farms in this region to switch
to this cultivation method
2 years ago. “Yield was good
and cultivation convenient but
my major relief is the reduced
need and reliance on finding and
being able to afford labour” she
explains, “as a small farm we are
able to save the equivalent of
$ 500 a season which helps make
our farm profitable and improve
the well-being of our family.” She
is part of Bayer’s Rice Carbon
Programme and practices DSR on
her farm.
The Rice Carbon Programme aims at methane emission
reduction by encouraging paddy farmers, who practice
continuous flooding before enrolling into our programme,
to adopt resource-efficient agricultural practices such
as Alternate Wetting and Drying (AWD) and Direct
Seeded Rice (DSR). These practices aim to reduce
the flooding of fields with water and thereby anaerobic
decomposition of organic matter. In addition to mitigating
methane emissions, the programme also contributes to
multiple co-benefits that align with several Sustainable
Development Goals (SDGs), including 1, 2, 6, 8, 12, and
13. These goals encompass poverty alleviation, zero
hunger, water conservation, economic growth, responsible
production and consumption, and climate action.

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CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Resilient Farms:
Farms implementing AWD and DSR experience
enhanced soil health, improved climate resilience,
lower degradation, resilience against water
scarcity, and fostering of sustainable farming.

Reduced Emissions:
AWD and DSR practices reduce anaerobic
reactions in rice fields, disrupt methane production
and mitigate greenhouse gas emissions.

Sustainable Water
Resource Management:

AWD and DSR significantly reduces water usage

compared to traditional flooding, saving precious
resources. This conserves water for other
activities and future seasons, directly contributing
to the SDG Goals.

Thriving Communities:

Empowered farmers, reduced water usage

and input costs, boost in profitability, unlocked
sustainable livelihoods, and thereby strengthening
rural economies.

13
 Bayer CropScience Limited Annual Report 2023-24

Empowering smallholders with

access to technologies and
solutions for a brighter future

When smallholders prosper, so do we all.

But many lack access to the resources
they need to grow profitably. That’s where
Better Life Farming Alliance comes in. The
programme was set up with a dedicated focus
on increasing productivity and improving price
realisations with a special focus on last-mile
connect to improve initially limited access to
essential agricultural services.

Physical Better Life Farming Centres, years from 2018-2023, International while witnessing improved crop
located in remote areas, are at the Finance Corporation (IFC), designed yields. There were also clear
heart of the effort. At these Centres, and performed an IFC-led impact impacts on farmer well-being, with
smallholders gain access to capacity assessment in India with smallholder 87% saying their quality of life had
building focussed on sustainable vegetable farmers associated with improved with increased incomes.
farming practices, high quality seeds, Better Life Farming Alliance in Uttar This included the ability to afford
fertilizer, crop protection solutions, Pradesh and Jharkhand. A total of education for their children and the
mechanisation, micro financing, digital 1,200 farmers including 600 chillli quality of their meals.
tools and other services like market growers and 600 tomato growers were
Further, in India, tomatoes have
linkages to meet their local needs. interviewed for the study.
come a long way from being
Each BLF centre is associated with Today, chillis are almost synonymous considered just as a juicy vegetable
a Model Farm sized between 0.5 – with Indian cuisine and a key part of in your salad to becoming one of
1.0 acre and maintained by an Agri the country’s US$ 4.46 billion in annual the most profitable crops in Indian
Entrepreneur under the guidance of spice exports. Chilli farmers increased agriculture. Some of the key
an Agronomist. their crop production by 89%, with findings from the IFC-led impact
To better assess the value of our 145% increase in their incomes. assessment reveals, over 79%
interventions for the smallholder The study also revealed that farmers increase in yield for tomato growers
families, we have been measuring felt confident in adopting modern across Jharkhand. To achieve a
the impact on yield, farmer income agricultural techniques like drip good yield, 31% of growers have
and quality of life. For a period of 5 irrigation, mulching and intercropping adopted drip irrigation and 22%

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

have adopted the use of mulching

to optimise their irrigation process
resulting in 200% increase in income
for tomato growers.
We believe, smallholder farming
communities have the ability to lift
themselves out of poverty. But in order
to do so, smallholders need access
to the latest agricultural technology,
supporting services and sustainable
agricultural practices, especially in
regions with weak ecosystem. We seek
to enable their power with a last-mile
delivery ecosystem, catering to the
most pressing agricultural needs in
the regions we serve. Globally, we are
committed to supporting 100 million
smallholder farmers by 2030.

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 Bayer CropScience Limited Annual Report 2023-24

Chairman’s Message

Dear Shareholders,
I am pleased to
present the 66th
Annual Report for
Bayer CropScience
Limited for the
financial year 2023-24.
Reflecting on India’s
agricultural landscape
during this period,
we acknowledge
the triumphs and
tribulations that have
shaped our journey.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Despite evolving global dynamics and As a leading player in Indian In 2023-24, we displayed immense
local challenges, the agricultural sector agriculture, we are navigating through fortitude and resilience despite extreme
remains the backbone of our nation’s our own transformation, reforming, weather events and challenging market
economy, showcasing resilience and sharpening, and strengthening our conditions. As we look to 2024 and
adaptability in adversity. portfolio of solutions and focusing beyond, we are optimistic. I sincerely
on bringing about positive change thank our Shareholders, Banks &
Recognising the key challenges at scale. While there is no silver Financial Institutions, Distributors and
facing Indian agriculture is crucial. bullet, a collaborative ecosystem Farmers for partnering with us. I would
Geopolitical tensions and trade of all stakeholders can help solve also like to thank our employees
and accelerate the changes that are for their remarkable resilience and
disruptions threaten market stability,
required. ownership in ensuring business
requiring proactive engagement.
continuity. We count on your continued
Inflationary pressures and volatile
Our diverse portfolio of offerings support, trust, and partnership.
input costs strain farming viability,
spanning the agri value chain, from
necessitating targeted policies for seeds to crop protection to farm
affordability. Labour shortages, services, has been instrumental in
exacerbated by urban migration, demand driving value and catering to the Best wishes,
investment in mechanisation and skill needs of millions of farmers across
development. Climate change-induced India. This year marked a significant Pankaj Ramanbhai Patel
uncertainties, including erratic weather milestone for DEKALB®. The brand Chairman and Non-Executive
patterns and water scarcity, urge has been a secret of prosperity for corn Independent Director
adoption of climate-resilient practices farmers across India for 25 years now.
and efficient water management. DEKALB® has helped corn farmers
Ensuring food security for a growing deliver high-quality produce under
population mandates a holistic different climatic conditions. For this,
approach integrating technology and we are grateful to Indian corn farmers
equitable distribution mechanisms. for trusting the brand and being a
partner in this journey of success to
Collaborative efforts among government, reach this milestone.
industry, and civil society are essential
Furthermore, as a responsible
to address these challenges.
organisation, Bayer recognises the
Embracing digital technologies, investing
critical role it must play in not only
in research for climate-resilient crops,
addressing complex problems like
facilitating access to credit, and climate change but also in improving
fostering inclusive value chains are the world, environmentally, socially and
pivotal. By innovatively addressing economically. We have taken various
these challenges, we can chart a initiatives under our commitments
sustainable path forward for Indian to achieve the UN Sustainable
agriculture, ensuring its resilience and Development Goals (SDG) and climate
prosperity. neutrality in our operations by 2030.

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 Bayer CropScience Limited Annual Report 2023-24

MD & CEO’s Message

Dear Shareholders,
In the midst of changing
market dynamics and
external pressures, I am
honored to share with
you our reflections on the
past fiscal year and our
collective aspirations for
the future. Despite facing
a myriad of challenges,
our journey has been
defined by resilience,
innovation, and a
steadfast commitment
to delivering sustainable
value to all stakeholders.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Over the past year, the Indian diversification, enhancing nutritional will require us to be cautious and
agricultural landscape has faced content, and fostering sustainable show financial prudence to ensure
diverse pressures and weather cropping systems, strengthening the that we continue to deliver on our
uncertainties, underscoring the whole food value chain. commitments. More than ever, we will
importance of adaptability and bank on your continued support and
forward-thinking strategies. In the In line with our commitment to trust.
face of these challenges, Bayer has innovation, technology remains a
remained resolute, leveraging our cornerstone of our strategy. In conclusion, I extend my heartfelt
expertise and resources to mitigate By harnessing the power of digital gratitude to each of you, our esteemed
risks and seize opportunities for solutions, precision agriculture shareholders, for your unwavering
sustainable growth. This includes, techniques, and data-driven insights, and continued support and trust.
but is not limited to, prudent channel we empower our farmers to optimise Together, let us forge ahead, with
management, consistently favoring productivity while nurturing the renewed vigor and determination,
sell-out over sell-in. environmental. This not only enhances towards a future where agriculture is
the sustainability of our operations not only sustainable but also serves
At the heart of our mission is a firm but also strengthens the resilience as a catalyst for holistic societal
belief that sustainability principles and of agricultural communities across development.
financial growth are not contradictory the country. Collectivisation of
but rather complementary. Central farming communities through Farmer
to this ethos is our dedication to Producer Organisations can spur
Regenerative Agriculture (RegenAg), the adoption process by bringing in Warm regards,
reflecting our commitment to much-needed economies of scale,
environmental stewardship and drive mechanisation, improve produce Simon-Thorsten Wiebusch
sustainability. Ultimately, this approach quality and increase farmer income Vice Chairman & Managing Director
ensures sustainable profitability as we have witnessed through our and CEO
for both our customers and our operations.
business, serving society at large.
By embracing RegenAg practices, You would have also heard of our efforts
we not only enhance the resilience of globally to implement a new operating
our operations but also contribute to model (Dynamic Shared Ownership)
broader ecological goals, such as soil that will bring the customer i.e., our
health improvement and biodiversity smallholder farmers at the heart of
conservation. Our Direct Seeded our strategy and operations. We are
Rice (Direct Acres) programme is an creating micro-enterprises within the
example in case. organisation to bring decision-making
closest to them. We believe that what
Moreover, we recognise the critical got us here, will need to undergo
importance of addressing nutritional a radical transformative process to
security in India. The data around catapult us to the next level of growth.
it and the effort being made by the
Government underscores the urgency Amidst this, we remain resolute in
of this issue, with a significant portion delivering value to all stakeholders.
of our population still grappling with Whether it be through transparent
dietary deficiencies. With ‘Health for governance practices, ethical business
All, Hunger for None’ as our mission, conduct, or community engagement
we, at Bayer, are deeply committed to initiatives, we strive to create enduring
addressing these challenges through positive impact that extends beyond
our initiatives aimed at promoting crop financial metrics. The year ahead

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 Bayer CropScience Limited Annual Report 2023-24

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 has published over 100
research papers in peer reviewed journals and is a co-inventor in more than 64
patents. He has been conferred with D. Sc. (Honoris Causa) by Dr. A.P.J. Abdul
Kalam Technical University, Lucknow.

Mr. Pankaj Patel has been appointed as the non-official Director in Central Board
of the Reserve Bank of India. He is on the board of several institutions, including
Chairman of the Board of Governors of IIM Ahmedabad and Chairman of IIM
Udaipur and Invest India. Mr. Patel is also a Member of the Governing Board of
India Pharmacopoeia Commission (IPC), Ministry of Health & Family Welfare,
Government of India. He is also a Member of the CEO Advisory Committee of
the International Generics and Biosimilars Association (IGBA). Mr. Patel has
also served as the President of the Federation of Indian Chamber of Commerce
& Industry (FICCI). He also officiates on the board of several Not-for-Profit &
Mr. Pankaj charitable institutions. Mr. Pankaj Patel is the Executive Chairman of the Gujarat
Cancer Society and Chairman of the Gujarat Cancer and Research Institute, a
Ramanbhai Patel Regional Cancer Centre and one of the largest cancer centres of India, reaching
(DIN: 00131852) out to the needy and underprivileged cancer patients. He also officiates as the
Chairman of the Deaf and Mute School, Ahmedabad. He is also the Chairman of
Chairman & Non-Executive
Zydus Foundation, which has set up Zydus Hospital and Medical College, Dahod.
Independent Director
In recognition of his contributions to the healthcare industry in India, Mr. Pankaj Patel
is a recipient of several awards including the Acharya PC Ray Memorial Gold
Medal Award and the Eminent Pharmacist Award, the India Innovator Award at the
India Business Leaders Awards instituted by CNBC. For his entrepreneurial vision,
Mr. Pankaj Patel was awarded the Ernst & Young Entrepreneur of the Year Award
in the Life Sciences category.

Mr. Simon-Thorsten Wiebusch is the Country Divisional Head for the CropScience
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 Bayer CropScience South-East Asia business,
based in Bangkok, Thailand. Simon started his career with Bayer in 1997 based
at the company’s headquarters in Germany. He built his professional experience
by leading diverse teams across functions and regions working within Germany,
Eastern Europe and Asia.

He holds a bachelor’s degree in Economics from the University of Applied 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
Mr. Simon-Thorsten about transformative agriculture that produces sufficient and nutritious food while
Wiebusch preserving resources. He is a strong proponent of regenerative agriculture and
believes that technology and digital farming tools will improve access to nutritious
(DIN: 08335591) food, reduce efforts needed to farm, manage risk, ensure traceability and help
Vice Chairman & Managing Director especially smallholder farmers earn better livelihoods.
and CEO

20
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Ms. Ketaki Sanat 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 Public
Administration from Harvard University’s John F. Kennedy School of Government.
She is currently a member of the Wellesley College Business Leadership Council
and Golden Seeds, an early-stage investment firm with a focus on women leaders.

Ms. Ketaki Sanat

Bhagwati
(DIN: 07367868)
Non-Executive Independent 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 organisation 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 a founding partner of AgVaya

LLP. He continues to stay connected with the agriculture industry by providing
strategic guidance to local/international companies. He also works closely with
industry leaders and forums.

Mr. Natarajan is a qualified Chartered Accountant and Cost Accountant. He has

extensive experience in Strategic Thinking, Business Development and Mergers
and Acquisitions (M&A).

Mr. Sekhar Natarajan

(DIN: 01031445)
Non-Executive Independent Director

21
 Bayer CropScience Limited Annual Report 2023-24

Mr. Simon-Johannes 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 September 1, 2021, for a term of five years.

Simon holds an MBA from Instituto de Empresa in Spain as well as a bachelors’

degree in Economics and Management from FOM University of Applied Sciences
in Germany. He is an alumnus of Harvard Business School.

Mr. Simon-Johannes
Britsch
(DIN: 09194547)
Executive Director & CFO

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. He has studied Business Administration
with a specialisation in Finance & Controlling and Audit.

Dr. Thomas Hoffmann

(DIN: 06485949)
Non-Executive Non-Independent
Director

22
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Dr. Miriam Holstein is the Head of Corporate Office at Bayer AG. In this role, she
primarily advises and supports the Group Board of Management in its tasks and
decisions, and, amongst other parts, leads and supports the country CEOs / MDs
and their organisations.

Miriam has been with Bayer since 1998 in various roles with increasing
responsibilities. She started her career at the company’s headquarters in Germany
as legal counsel. In 2002, she took over responsibilities in Corporate Finance.
Thereafter, in 2007, she assumed the role as Head of Business Planning and
Administration at Currenta GmbH & Co. OHG, at that time a joint venture between
Bayer and Lanxess. From 2011-17, Miriam was Head of Corporate Finance.
In 2017, she moved to Finland assuming the role of CEO / CFO for the Bayer
Group in the Nordic Region until 2022.

Miriam has studied law at the universities of Gießen and Bonn, Germany, and
Norwich, England. She holds a doctor’s degree in law (University of Münster,
Germany) and an honorary doctor’s degree from the university of Turku, Finland.
Dr. Miriam Holstein
(DIN: 10458293)
Non-Executive Non-Independent
Director

Ms. Radhika Rajan is Executive Vice President at DSP Investment Private Limited,
the Family Office of the Founder of the DSP Group, Mumbai. In this role, she
manages the investment portfolio of the Family office, with a special focus on
Private Equity and Venture Investments.

Ms. Rajan has over 40 years of experience in the financial markets, in New York till
2011, and in Mumbai, India till date. She has focussed on India as an investment
destination since 1999, when she made a brief foray into the IT sector, as one
of the earliest team members of Mphasis, which is now amongst top 10 listed IT
services companies in India. In 2003, she joined the TCG Group in New York to
set up an offshore Indian Equities Hedge Fund and advise TCG and several other
private equity groups on proposed investments in the US-India corridor. Prior to
1999, Ms. Rajan worked as a global-macro proprietary investor/trader at different
large financial institutions like J P Morgan (formerly Chemical Bank), Itochu,
UBS, Bank of America and Bank of Montreal. She was an invited contributing
author of “The Global Internet Economy”, a book published by MIT Press in 2003.
She is a Charter Member of TIE Tristate, the New York based chapter of TIE,
Ms. Radhika Rajan a global association of entrepreneurs active in accelerating the globalisation of
(DIN: 00499485) Indian Business.
Non-Executive Independent Director
(w.e.f. July 23, 2024)

23
 Bayer CropScience Limited Annual Report 2023-24

Corporate Information
Company
Secretary & Bharati Shetty
Compliance (w.e.f. July 15, 2024)
Officer

CIN L24210MH1958PLC011173

Bayer House, Central Avenue,

Hiranandani Estate, Thane (West) - 400607
Registered Maharashtra, India
Office Tel No.: +91 22 25311234
Fax No.: +91 22 25455063
Email: [email protected]
Website: www.bayer.in

Statutory Deloitte Haskins & Sells LLP

Auditor

Link Intime India Private Limited

(Formerly TSR Consultants Private Limited)
Registrar & C-101, 1st Floor, 247 Park, L.B.S. Marg,
Share Transfer Vikhroli (West), Mumbai - 400083
Agent Tel: +91-22-66568484
Fax: +91-22-66568494
Email ID: [email protected]
Website: www.linkintime.co.in

24
 Bayer CropScience Limited Annual Report 2023-24

NOTICE
NOTICE is hereby given that the 66th Annual appointed as an Additional Director (Category:
General Meeting of Bayer CropScience Limited Non-Executive Woman Independent Director) of
will be held on Wednesday, August 14, 2024, at the Company with effect from July 23, 2024, who
11:30 a.m. IST through Video Conferencing (“VC”)/ meets the criteria of independence under Section
Other Audio-Visual Means (“OAVM”) to transact the 149(6) of the Act and rules made thereunder
following business. The venue of the meeting shall be and Regulation 16(1)(b) of the SEBI Listing
deemed to be the Registered Office of the Company Regulations and in respect of whom the Company
at Bayer House, Central Avenue, Hiranandani Estate, has received a notice in writing from a member
Thane (West) – 400607, Maharashtra. under Section 160(1) of the Act, be and is hereby
appointed as the Woman Independent Director of
ORDINARY BUSINESS: the Company for a period of five (5) years which
1. 
To receive, consider, approve and adopt the would commence from the date of the ensuing
audited standalone financial statements for the Annual General Meeting and that she shall not be
financial year ended March 31, 2024, together liable to retire by rotation.
with the Reports of the Board of Directors and the
Auditors thereon. RESOLVED FURTHER THAT the Vice Chairman
& Managing Director and CEO or the Executive
2. To confirm the payment of Interim Dividend on Director and Chief Financial Officer or the Company
Equity Shares and to declare Final Dividend Secretary of the Company be and are hereby
on Equity Shares for the financial year ended severally authorised to sign and file the prescribed
March 31, 2024. forms, returns, documents, applications and
deeds with all authorities including the Registrar of
3. 
To appoint a Director in place of Dr. Thomas Companies, Maharashtra, along with the requisite
Hoffmann (DIN: 06485949), who retires by rotation fees in respect of the said appointment.
and being eligible offers his candidature for
re-appointment. RESOLVED FURTHER THAT any of the Directors
of the Company or the Company Secretary of the
SPECIAL BUSINESS: Company be and are hereby authorised to do all
such acts, deeds, things, take all such steps as
To consider and, if thought fit, to pass the following may be necessary and expedient to give effect to
Resolution(s), with or without modification(s): the foregoing resolution.”
4. 
Appointment of Ms. Radhika Rajan 5. Ratification of Remuneration to Cost Auditor:
(DIN: 00499485) as the Non-Executive Woman
Independent Director of the Company As an Ordinary Resolution:
As a Special Resolution: “RESOLVED THAT pursuant to Section 148(3)

and all other applicable provisions, if any, of
“ RESOLVED THAT pursuant to the provisions
the Companies Act, 2013 (“Act”) read with the
of Sections 149, 150, 152, 160 read with
Companies (Audit and Auditors) Rules, 2014
Schedule IV and other applicable provisions,
if any, of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the
and the rules made thereunder, the applicable Act (including any statutory modification(s) or
provisions of the Securities and Exchange Board re-enactment(s) thereof, for the time being in force),
of India (Listing Obligations and Disclosure the remuneration payable to M/s. D. C. Dave &
Requirements) Regulations, 2015 (“SEBI Co., Cost Accountants, having Firm Registration
Listing Regulations”) (including any statutory No. 000611, appointed by the Board of Directors of
modification(s) or re-enactment thereof for the the Company on the recommendation of the Audit
time being in force), the Articles of Association of Committee, as Cost Auditors of the Company
the Company and based on the recommendation to conduct the audit of the cost records of the
of the Nomination and Remuneration Committee Company relating to “Insecticides” for the financial
and approval of the Board of Directors (“Board”), year ending March 31, 2025, being ` 0.63 Million
Ms. Radhika Rajan (DIN: 00499485), who was (Rupees point six three Million only) plus taxes as

26
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

applicable and out-of-pocket expenses incurred and hence the Proxy Form and Attendance Slip
in performance of their duties, be and is hereby are not annexed to this Notice. However, the Body
ratified and confirmed. Corporates are entitled to appoint authorised
representatives to attend the AGM through VC/
RESOLVED FURTHER THAT the Board of
 OAVM and participate thereat and cast their votes
Directors of the Company and the Company through e-voting.
Secretary be and are hereby severally authorised
to do all such acts, deeds, matters and things as The attendance of the Members attending the
3. 
may be necessary to give effect to this resolution.” AGM through VC/OAVM will be counted for the
purpose of reckoning the quorum under Section
NOTES: 103 of the Act.
1. The Ministry of Corporate Affairs, Government of 4. In compliance with the MCA Circulars and SEBI
India (MCA) vide its Circular No. 14/2020 dated Circulars, the Notice of 66th AGM along with the
April 08, 2020, Circular No.17/2020 dated April 13, Annual Report for the financial year 2023-24 is
2020, Circular No. 20/2020 dated May 05, 2020, being sent only through electronic means to those
Circular No. 02/2021 dated January 13, 2021, Members whose email addresses are registered
Circular No. 19/2021 dated December 08, 2021, with the Company/Depositories. Members may
Circular No. 21/2021 dated December 14, 2021, note that the Notice and Annual Report 2023-24
Circular No. 2/2022 dated May 05, 2022, Circular will also be available on the Company’s website
No. 10/2022 dated December 28, 2022 and at www.bayer.in and website of BSE Limited at
Circular No. 09/2023 dated September 25, 2023 www.bseindia.com as well as on website of NSDL
(“MCA Circulars”) and Securities and Exchange at www.evoting.nsdl.com. Physical copy of the
Board of India (SEBI) vide its Circular No. SEBI/ Notice of the 66th AGM along with Annual Report
HO/CFD/CMD1/CIR/P/2020/79 dated May 12, for the financial year 2023-24 shall be sent to
2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/ those Members who request for the same.
2021/11 dated January 15, 2021, Circular No. SEBI/
HO/CFD/CMD2/CIRP/P/2022/62 dated May 13, 5. Since the AGM will be held through VC/OAVM,
2022, Circular No. SEBI/HO/CFD/PoD-2/P/CIR/ the Route Map is not annexed to this Notice.
2023/4 dated January 05, 2023, SEBI/HO/CFD/
CFD-PoD-2/P/CIR/2023/167 dated October 07, 6. 
The Explanatory Statement setting out the
2023 and other applicable circulars (“SEBI material facts relating to the special business to be
Circulars”) issued in this regard has permitted transacted at the AGM, pursuant to Section 102(1)
and prescribed the procedure and manner of of the Act is annexed hereto and forms part of
conducting Annual General Meeting (“AGM”) this Notice.
through Video Conferencing (“VC”) or Other 7. The details under Regulation 36(3) of the Securities
Audio-Visual Means (“OAVM”) without physical and Exchange Board of India (Listing Obligations
presence of Members. In compliance with and Disclosure Requirements) Regulations,
the applicable provisions of the Act and MCA 2015 (“SEBI Listing Regulations”) including
Circulars, the 66th AGM of the Members will be any statutory modification(s) or amendment(s)
held through VC/OAVM and Members can attend or re-enactment(s) thereof, for the time being in
and participate in the AGM through VC/OAVM force, in respect of the Director seeking approval
only as arranged by the Company with National for re-appointment at the AGM, forms part of the
Securities Depository Limited (“NSDL”). annexure to this Notice.
2. Pursuant to the provisions of the Act, a Member 8. 
The Register of Members and Share Transfer
entitled to attend and vote at the AGM is entitled Books of the Company will remain closed from
to appoint a proxy to attend and vote on his/her Friday, August 02, 2024 till Friday, August 09,
behalf and the proxy need not be a member of the 2024 (both days inclusive).
Company. Since this AGM is being held pursuant
to the MCA Circulars through VC/OAVM, physical The Final Dividend of ` 35 per Equity Share,
9. 
attendance of Members has been dispensed with. as recommended by the Board of Directors, if
Accordingly, the facility for appointment of proxies declared at the ensuing 66th AGM will be paid on
by the Members will not be available for the AGM or after Wednesday, August 28, 2024:

27
 Bayer CropScience Limited Annual Report 2023-24

(i) 
to those Members who hold shares in (iii) 11-digit IFSC Code; and
physical form and whose names appear
on the Company’s Register of Members as (iv) 9-digit MICR Code.
holders of Equity Shares as on Thursday, b. Original copy of cheque bearing the name of
August 01, 2024, after effecting the request the Member or first holder, in case, shares
for transmission/transposition etc. lodged on are held jointly.
that date which are valid and found to be in
order. c. 
Self-attested copy of the PAN Card of all
holders.
(ii) in respect of shares held in dematerialised
form, to the Beneficial Owners of the shares d. 
Self-attested copy of any document (such
as at the close of business hours on Thursday, as Aadhaar Card, Driving Licence, Election
August 01, 2024, as per details furnished Identity Card, Passport) in support of the
by National Securities Depository Limited address of the Member as registered with the
(“NSDL”) and Central Depository Services Company.
(India) Limited (“CDSL”).
e. Form ISR-2 duly filled and signed.
10. SEBI vide its circular dated November 3, 2021 The signature of the holders should be
(subsequently amended by circulars dated attested by the Bank Manager.
December 14, 2021, March 16, 2023, and
November 17, 2023) has mandated that with f. Form SH-13, Nomination form of ISR-3 to opt
effect from April 1, 2024, dividend to shareholders out from Nomination.
holding shares in physical form shall be paid only

The above Investor Service Request Forms
through electronic mode. Such payment shall
(ISR) are available at RTA's website at https://
be made only if the folio is KYC compliant i.e.
www.linkintime.co.in  Resources  Downloads
the details of PAN, Choice of Nomination, Contact
 KYC  Formats for KYC.
Details, Mobile Number, Bank Account Details
and Specimen Signatures are registered. In case 12. In terms of the MCA Circular No. 20/2020 dated
of non-updation of PAN or Choice of Nomination May 5, 2020, due to non-availability of complete
or Contact Details or Mobile Number or Bank details of the bank account, if the Company is
Account Details or Specimen Signature in respect unable to remit the Final Dividend electronically,
of physical folios, dividend/interest etc. shall be the dividend warrants/cheques/demand drafts,
paid upon furnishing all the aforesaid details in shall be dispatched to such shareholders holding
entirety. shares in electronic form by post.
11. To receive the dividend on time, Members holding 13. Members are requested to direct all shares related
shares in physical form should be KYC compliant correspondence at the following address:
and receive the dividends directly in their bank
accounts through Electronic Clearing Service Link Intime India Private Limited (“LIIPL”),
or any other means. Members are requested to (formerly TSR Consultants Private Limited which
send the following documents to the Registrar and got merged with LIIPL)
Share Transfer Agent (“RTA”) – Link Intime India
Unit: Bayer CropScience Limited,
Private Limited, latest by Thursday, August 01,
2024: C-101, 1st Floor, 247 Park
L.B.S. Marg, Vikhroli (West)
a. Form No. ISR-1 duly filled and signed by the
Mumbai - 400083
holders stating their Name, Folio Number,
complete address with Pincode, and the Tel: +91-8108118484
following details relating to the bank account Fax: +91-22-66568494
in which the dividend is to be received: Email ID: [email protected]
(i) Name of Bank and Bank Branch. Website: www.linkintime.co.in

(ii) Bank Account Number & Type allotted by 14. Members are requested to intimate changes, if
your bank after implementation of Core any, pertaining to their name, postal address,
Banking Solutions. e-mail address, Telephone/Mobile Numbers,

28
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

PAN, mandates, nominations, power of attorney, splitting of securities certificate; consolidation

bank details such as, name of the bank and of securities certificates/folios; transmission
branch details, bank account number, MICR code, and transposition. Accordingly, Members are
IFSC code, etc.: requested to make service requests by submitting
a duly filled and signed Form ISR-4, the format
a. For Shares held in electronic form: to their of which is available on the Company’s website
Depository Participants (“DP”) at www.bayer.in and on the website of the LIIPL
at www.linkintime.co.in/. It may be noted that any
b. For Shares held in physical form: to the
service request can be processed only after the
Company/LIIPL in prescribed Form ISR-1
folio is KYC Compliant.
along with the supporting documents and
other forms pursuant to SEBI Circular No. 18. 
Members holding shares in physical form, in
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/ identical order of names, in more than one
2021/655 dated November 3, 2021. folio are requested to send to the Company or
LIIPL, the details of such folios together with the
15. SEBI has mandated the updation of Permanent
share certificates along with the requisite KYC
Account Number (“PAN”), contact details viz.
Documents for consolidating their holdings in
complete address with Pincode, Mobile Number,
one folio. Requests for consolidation of share
email id, Bank details and Account Number,
certificates shall be processed in dematerialised
Specimen Signature and Nomination Details
form.
against folio/demat account. As per applicable
SEBI Circular, PAN details are to be compulsorily 19. As per the provisions of Section 72 of the Act and
linked to Aadhaar details, by June 30, 2023, or SEBI Circular dated March 16, 2023, the facility for
any other date specified by Central Board of Direct making nomination is available for the Members in
Taxes. respect of the shares held by them. Members who
have not yet registered their nomination are
Members are requested to submit PAN, contact
requested to register the same by submitting Form
details, complete bank details viz., Bank Name
SH-13. If a Member desires to opt out or cancel the
and branch Bank Account Number and type, MICR
earlier nomination and record a fresh nomination,
and IFSC, Nomination Details and Specimen
he/she may submit the same in Form ISR-3 or
Signature (as applicable) to their DP in case of
SH-14 as the case may be. The said forms can
holding in dematerialised form or to LIIPL through
be downloaded from the Company’s website at
Form ISR-1, Form ISR-2 and Form SH-13 (as
www.bayer.in. Members are requested to submit
applicable). The Investor Service Request forms
the said details to their DP in case the shares are
are available at www.bayer.in in case of holdings
held by them in dematerialised form and to LIIPL
in physical form.
in case the shares are held in physical form.
16. SEBI vide its notification dated January 24, 2022,
has mandated that all requests for transfer of 20. Members are requested to note that dividends,
securities including transmission and transposition if not encashed for a consecutive period of
requests shall be processed only in dematerialised seven years from the date of transfer to Unpaid
form. In view of the same and to eliminate all Dividend Account of the Company, are liable
risks associated with physical shares and avail to be transferred to the Investor Education &
various benefits of dematerialisation, Members Protection Fund (“IEPF”). The shares in respect
are advised to dematerialise the shares held by of such unclaimed dividends are also liable to
them in physical form. Members can contact the be transferred to the demat account of the IEPF
Company or LIIPL, for assistance in this regard. Authority. In view of this, Members are requested to
claim their dividends from the Company within the
17. 
Members may note that SEBI vide its Circular stipulated timeline to avoid transfer of dividends or
dated January 25, 2022, has mandated that shares as the case may be to the IEPF Account.
listed companies, with immediate effect, shall The Shareholders holding shares in physical
issue the securities only in demat mode while form are requested to submit the KYC details in
processing investor service requests pertaining to requisite forms as stated above duly executed to
Issue of duplicate securities certificate; claim from LIIPL along with the supporting for claiming the
unclaimed suspense account; renewal/exchange dividend. The Shareholders holding shares in
of securities certificate; endorsement; sub-division/ electronic form are requested to ensure their bank

29
 Bayer CropScience Limited Annual Report 2023-24

details are updated against their demat account above details and register the same with their
which will be considered to make payment of the respective DP.
outstanding dividend. The details of the unclaimed
dividends are available on the Company’s website 23. 
Members, who wish to inspect the documents,
at www.bayer.in and the website of MCA at as mentioned in this AGM Notice or as required
www.mca.gov.in. under law, may write to the Company at
[email protected] and the Company shall
21. 
The Ministry of Corporate Affairs has vide endeavour to provide inspection of documents to
notification dated September 05, 2016, brought into such Member.
force certain provisions of Sections 124 and 125
of the Act and Investor Education and Protection 24. Pursuant to Finance Act, 2020, dividend income
Fund Authority (Accounting, Audit, Transfer and will be taxable in the hands of the shareholders
Refund) Rules, 2016 (“IEPF Rules”) with effect w.e.f. April 01, 2020, and the Company is required
from September 07, 2016, including amendments to deduct tax at source (“TDS”) from dividend
thereof. Pursuant to the provisions of Section 124 paid to shareholders at the prescribed rates
of the Act, the dividend which remains unclaimed/ (plus applicable surcharge and cess) as may
unpaid for a period of seven years from the date of be notified from time to time. The information
the transfer to the Unpaid Dividend Account of the regarding the applicability of TDS rate for various
Company is required to be transferred to the IEPF categories of shareholders and documentation
Account of the Central Government. required, is available under the Investor Section
on the Company’s website at www.bayer.in.
Further, pursuant to the provisions of Section 124 The shareholders are requested to send all the
of the Act and the IEPF Rules, all shares on which necessary documents complete in all respect
dividend has not been paid or claimed for seven through email at [email protected]
consecutive years or more shall be transferred to on or Thursday, August 01, 2024, to enable
an IEPF Account within thirty days of such shares the Company to deduct the correct TDS on the
becoming due for transfer to IEPF. payment.

The members/claimants whose shares, unclaimed A. VOTING THROUGH ELECTRONIC

dividend, sale proceeds of fractional shares etc. MEANS
have been transferred to IEPF may write to
1. 
In compliance with the provisions of Section
the Company/RTA seeking information on the
108 of the Act and Rule 20 of the Companies
procedure for Claiming the shares/dividend from
(Management and Administration) Rules, 2014
IEPF Authorities. Once the Shareholder/Claimant
and Regulation 44 of the SEBI Listing Regulations,
complies with the procedure and submits the
(including any statutory modification(s) or
required documents, the Company issues the
amendment(s) or re-enactment(s) thereof, for
Entitlement Letter to the members, pursuant to
the time being in force), the Company is pleased
MCA circular dated April 05, 2024, which can
to provide its members the facility to exercise
be submitted along with e-Form IEPF-5 and
their right to vote on resolutions proposed to be
other required documents as mentioned at
considered at the AGM by electronic means and
www.iepf.gov.in.
the business shall be transacted through e-voting
22. To receive shareholders’ communications through services. The facility of casting the votes by
electronic means, including annual reports and the Members using an electronic voting system
notices, members are requested to register their from a place other than venue of the AGM
e-mail address(es) and changes therein from time (“remote e-voting”) will be provided by NSDL.
to time, by directly sending the relevant e-mail
2. 
The remote e-voting period commences on
address along with Form ISR-1 duly filled and
Sunday, August 11, 2024 (9.00 a.m. IST) and
signed as per the specimen signature registered
ends on Tuesday, August 13, 2024, (5.00 p.m.
with the Company:
IST). During this period, members of the
(i) to LIIPL, for shares held in physical form; and Company, holding shares either in physical form
or in dematerialised form, as on the Cut-Off
(ii) in respect of shares held in dematerialised date of Wednesday, August 07, 2024 (“Cut-Off
form, also provide DP ID/Client ID with the Date”), may cast their vote by remote e-voting.

30
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

The remote e-voting module shall be disabled com. However, if the Member is already registered
by NSDL for voting thereafter. Once the vote on with NSDL for remote e-voting then they can use
a resolution is cast by the member, the member their existing User ID and password for casting the
shall not be allowed to change it subsequently. vote.
3. The Board of Directors has appointed Mr. Avinash 7. The details of the process and manner for remote
Bagul (Membership No. FCS 5578/CP No. e-voting are explained herein below:
19862) of BNP & Associates, Practicing
Company Secretaries, or failing him either The way to vote electronically on NSDL e-voting
Mr. Kalidas Ramaswami (Membership No. system consists of “Two Steps” which are
FCS 2440 /CP No. 22856), or Mr. K. Venkataraman, mentioned below:
(Membership No. ACS 8897/CP No. 12459)
Partners, M/s BNP and Associates to act as the THE INSTRUCTIONS FOR MEMBERS
Scrutiniser to scrutinise the voting during the FOR REMOTE E-VOTING AND JOINING
AGM and remote e-voting process in a fair and ANNUAL GENERAL MEETING ARE AS
transparent manner. UNDER:
4. The Members who have cast their vote by remote Step 1: Access to NSDL e-voting system
e-voting prior to the AGM may also attend/ A) Login method for remote e-voting and joining
participate in the AGM through VC/OAVM but virtual AGM for Individual Shareholders
shall not be entitled to cast their vote again. holding securities in demat mode
5. The voting rights of Members shall be in proportion  Pursuant to SEBI circular dated December 09,
to their shares in the paid-up equity share capital 2020, on e-voting facility provided by Listed
of the Company as on the Cut-Off Date. Companies, Individual Shareholders holding
securities in demat mode are allowed to vote
6. Any person, who acquires shares of the Company through their demat account maintained with
and becomes a Member of the Company after Depositories and Depository Participants.
sending the Notice and holding shares as of Members are advised to update their Mobile
the Cut-Off Date, may obtain the login ID and Number and email id in their demat accounts in
password by sending a request at evoting@nsdl. order to access e-voting facility.

Login method for Individual Shareholders holding securities in demat mode is given below:
Type of Shareholders Login Method
Individual A. NSDL IDeAS facility
Shareholders holding If you are already registered for NSDL IDeAS facility, please follow the below steps:
securities in demat
1. Visit the e-Services website of NSDL. Open web browser by typing the following URL:
mode with NSDL
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.
Select “Register Online for IDeAS” Portal or click at https://eservices.nsdl.com/
2. 
SecureWeb/IdeasDirectReg.jsp
3. Please follow steps given in points 1 to 5 above.

31
 Bayer CropScience Limited Annual Report 2023-24

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 vote during the
remote e-voting period or joining virtual meeting & voting during 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 1. Existing users who have opted for Easi/Easiest, can login through their User ID and
Shareholders holding Password. Option will be made available to reach e-voting page without any further
securities in demat authentication. The URL for users to login to Easi/Easiest is www.cdslindia.com and
mode with CDSL 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 id as
recorded in the Demat Account. After successful authentication, user will be provided
links for the respective ESP i.e. NSDL, where the e-voting is in progress.

32
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Type of Shareholders Login Method

Individual 1. You can also login using the login credentials of your demat account through your
Shareholders (holding Depository Participant registered with NSDL/CDSL for e-voting facility.
securities in demat
2. Once logged in, you will be able to see e-voting option. Once you click on e-voting
mode) login through
option, you will be redirected to NSDL/CDSL site after successful authentication,
their depository
wherein you can see e-voting feature.
participants
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 vote
during the remote e-voting period or joining virtual meeting & voting during 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.

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 Members facing any technical issue in login can contact NSDL helpdesk by sending a
Shareholders holding request at [email protected] or call at toll free no.: 022 - 4886 7000
securities in demat
mode with NSDL
Individual Members facing any technical issue in login can contact CDSL helpdesk by sending
Shareholders holding a request at [email protected] or contact at 1800 22 55 33
securities in demat
mode with CDSL

B) 
Login Method for Shareholders other than after using your log-in credentials, click on e-voting
Individual Shareholders holding securities and you can proceed to Step 2 i.e. Cast your vote
in demat mode and Shareholders holding electronically.
securities in physical mode.
How to Log-in to NSDL e-voting website? 4. Your User ID details are given below:
1. Visit the e-voting website of NSDL. Open web
Manner of Your User ID is:
browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal holding shares
Computer or on a mobile. i.e. Demat
(NSDL or CDSL)
2. Once the home page of e-voting system is or Physical
launched, click on the icon “Login” which a. For Members 8 Character DP ID followed
is available under ‘Shareholder/Member’ who hold by 8 Digit Client ID
Section. shares in For example if your DP ID
demat account
3. A new screen will open. You will have to enter is IN300*** and Client ID is
with NSDL.
your User ID, your Password/OTP and a 12****** then your user ID is
Verification Code as shown on the screen. IN300***12******.
b. For Members 16 Digit Beneficiary ID

Alternatively, if you are registered for NSDL who hold For example if your Beneficiary
e-Services i.e. IDeAS, you can log-in at shares in ID is 12************** then your
https://eservices.nsdl.com/ with your existing demat account user ID is 12**************
IDeAS login. Once you log-in to NSDL e-Services with CDSL.

33
 Bayer CropScience Limited Annual Report 2023-24

Manner of Your User ID is: with NSDL or CDSL) option available on

holding shares www.evoting.nsdl.com.
i.e. Demat
b. “Physical User Reset Password?” (If you
(NSDL or CDSL) are holding shares in physical mode) option
or Physical available on www.evoting.nsdl.com.
c. For Members EVEN Number followed by
holding shares Folio Number registered with c. If you are still unable to get the password by
in Physical the Company aforesaid two options, you can send a request
Form. For example if folio number is at [email protected] mentioning your demat
001*** and EVEN is 123456 account number/folio number, your PAN,
then user ID is 123456001*** your name and your registered address etc.

5. 
Password details for Shareholders other than d. Members can also use the OTP (One Time
Individual Shareholders are given below: Password) based login for casting the votes
on the e-voting system of NSDL.
a. If you are already registered for e-voting, then
you can use your existing password to login After entering your password, tick on Agree to
7. 
and cast your vote. “Terms and Conditions” by selecting on the
check box.
b. If you are using NSDL e-voting system for the
first time, you will need to retrieve the ‘initial 8. Now, you will have to click on “Login” button.
password’ which was communicated to you.
Once you retrieve your ‘initial password’, 9. After you click on the “Login” button, Home page
you need to enter the ‘initial password’ and of e-voting will open.
the system will force you to change your
password. Step 2: Cast your vote electronically and join
Annual General Meeting on NSDL e-voting system.
c. How to retrieve your ‘initial password’?
1. After successful login at Step 1, you will be able
to see all the companies “EVEN” in which you
(i) If your email ID is registered in your demat
are holding shares and whose voting cycle and
account or with the Company, your ‘initial
password’ is communicated to you on AGM is in active status.
your email ID. Trace the email sent to you
2. Select “EVEN - 129044” of Company to cast
from NSDL from your mailbox. Open the
your vote during the remote e-voting period and
email and open the attachment i.e. a .pdf
casting your vote during the AGM. For joining
file. Open the .pdf file. The password to
open the .pdf file is your 8-digit client ID virtual meeting, you need to click on “VC/OAVM”
for NSDL account, last 8 digits of client link placed under “Join General Meeting”.
ID for CDSL account or folio number for
3. Now you are ready for e-voting as the voting page
shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial opens.
password’.
4. Cast your vote by selecting appropriate options
(ii) If your email ID is not registered, please i.e. assent or dissent, verify/modify the number
follow steps mentioned below in process of shares for which you wish to cast your vote
for those shareholders whose email IDs and click on “Submit” and also “Confirm” when
are not registered. prompted.

6. If you are unable to retrieve or have not received 5. Upon confirmation, the message “Vote cast
the “Initial password” or have forgotten your successfully” will be displayed.
password:
6. You can also take the printout of the votes cast
a. Click on “Forgot User Details/Password?”(If by you by clicking on the print option on the
you are holding shares in your demat account confirmation page.

34
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

7. Once you confirm your vote on the resolution, you D) Instructions for Members for attending the
will not be allowed to modify your vote. AGM through VC/OAVM are as under:
1. Members will be provided with a facility to attend
Process for those Shareholders whose email the AGM through VC/OAVM through the NSDL
IDs are not registered with the depositories/
Company for procuring User ID and Password: e-voting system. Members may access by
following the steps mentioned above for Access
1. In case shares are held in physical mode, please
to NSDL e-voting system. After successful login,
provide Folio Number, Name of Shareholder,
you can see link of “VC/OAVM link” placed under
scanned copy of the share certificate (front and
“Join General Meeting” menu against company
back), PAN (self-attested scanned copy of PAN
name. You are requested to click on VC/OAVM link
card), Aadhaar (self-attested scanned copy of
Aadhaar Card) by sending an e-mail to evoting@ placed under Join General Meeting menu. The link
nsdl.com or to the Company at ir_bcsl@bayer. for VC/OAVM will be available in Shareholder/
com or to LIIPL at [email protected]. Member login where the EVEN of Company
i.e. 129044 will be displayed. Please note that
2. In case shares are held in demat mode, please the members who do not have the User ID and
provide DP ID & Client ID (16 digit DP ID + Client Password for e-voting or have forgotten the User ID
ID or 16 digit beneficiary ID), Name, Client Master and Password may retrieve the same by following
or copy of Consolidated Account Statement, PAN the remote e-voting instructions mentioned in the
(self-attested scanned copy of PAN card), Aadhaar notice to avoid last minute rush.
(self-attested scanned copy of Aadhaar Card) to
[email protected] or to the Company at ir_bcsl@ Members are encouraged to join the Meeting
2. 
bayer.com. If you are an Individual Shareholder through Laptops for better experience.
holding securities in demat mode, you are
requested to refer to the login method explained 3. 
Further, Members are requested to use the
at Step 1 (A) i.e. Login method for e-voting and Internet at good speed to avoid any disturbance
joining virtual AGM for Individual Shareholders during the meeting.
holding securities in demat mode.
4. 
Please note that participants connecting from
3. 
Alternatively, Members may send a request Mobile Devices or Tablets or through Laptop
to [email protected] for procuring user id connecting via Mobile Hotspot may experience
and password for e-voting by providing above Audio/Video loss due to fluctuation in their
mentioned documents. respective network. It is therefore recommended
C) The Instructions for Members for e-voting on to use stable Wi-Fi or LAN connection to mitigate
the day of the AGM are as under: any kind of aforesaid glitches.

1. The procedure for e-voting on the day of the AGM 5. Members who would like to express their views
is same as the instructions mentioned above for or ask questions during the AGM may register
remote e-voting. themselves as a speaker by sending their
request from their registered email address
2. Only those Members/Shareholders, who will be mentioning their name, DP ID and Client
present in the AGM through VC/OAVM facility ID/Folio Number, PAN, Mobile Number at
and have not casted their vote on the Resolutions [email protected] from Monday, August 05,
through remote e-voting and are otherwise not 2024 (9.00 a.m. IST) to Friday, August 09, 2024
barred from doing so, shall be eligible to vote (5.00 p.m. IST). Those Members who have
through e-voting system in the AGM. registered themselves as a speaker will only be
allowed to express their views/ask questions
3. Members who have voted through remote e-voting
during the AGM. The Company reserves the right
will be eligible to attend the AGM. However, they
to restrict the number of speakers depending on
will not be eligible to vote at the AGM.
the availability of time for the AGM.
4. The details of the person who may be contacted
for any grievances connected with the facility for General Guidelines for Shareholders
e-voting on the day of the AGM shall be the same a. 
Institutional Shareholders (i.e. other than
person mentioned for Remote e-voting. individuals, HUF, NRI etc.) are required to send

35
 Bayer CropScience Limited Annual Report 2023-24

scanned copy (PDF/JPG Format) of the relevant Members holding shares in physical form need to
Board Resolution/Authority Letter etc. additionally enter one of the share certificate(s)
with attested specimen signature of the duly number
authorised signatory(ies) who are authorised
to vote, to the Scrutiniser by e-mail to (ii) Enter Mobile Number. and email address and click
[email protected] with a copy on “Continue” button
marked to [email protected].
(iii) The system will send OTP on Mobile Number and
b. 
It is strongly recommended not to share your email address.
password with any other person and take
utmost care to keep your password confidential. (iv) Enter the OTP received on Mobile Number and
Login to the e-voting website will be disabled upon email address.
five unsuccessful attempts to key in the correct
(v) The system will then confirm the email address as
password. In such an event, you will need to go
recorded for receiving the Notice for this AGM.
through the “Forgot User Details/Password” or
“Physical User Reset Password” option available After successful submission of the email address,
on www.evoting.nsdl.com to reset the password. NSDL will email a copy of this AGM Notice and
Annual Report for the financial year 2023-24 along
c. In case of any queries, you may refer the Frequently with the e-voting User ID and Password. In case of
Asked Questions (FAQs) for Shareholders and any queries, Members may write to the following
e-voting user manual for Shareholders available email id: [email protected]
at the download Section of www.evoting.nsdl.
com or call on toll free no.: 022 - 4886 7000 or Registration of email address permanently
 
send a request at [email protected]. In case with Company/DP: Members are requested to
of any grievances connected with the facility register the same with their concerned DPs, in
for e-voting, please contact Ms. Pallavi Mhatre, respect of electronic holding and with LIIPL, in
Senior Manager – NSDL at [email protected]. respect of physical holding, by submission of duly
completed Form ISR-1. Further, those Members
PROCESS FOR REGISTERING EMAIL who have already registered their email addresses
ADDRESSES TO RECEIVE THIS are requested to keep their email addresses
NOTICE OF AGM AND ANNUAL validated/updated with their DPs/LIIPL to enable
REPORT AS WELL AS CAST VOTES servicing of notices/documents/Annual Reports
ELECTRONICALLY: and other communications electronically to their
Registration of email addresses with LIIPL:
  email address in future.
The Company has made special arrangements
with LIIPL for registration of e-mail addresses of Other Instructions
those Members (holding shares either in electronic 1. 
A Member may participate in the AGM even
or physical form) who wish to receive this Notice after exercising their right to vote through remote
electronically and cast votes electronically. Eligible e-voting but shall not be allowed to vote again at
Members whose e-mail addresses are not the AGM.
registered with the Company/DPs are required to
provide the same to LIIPL on or before 5:00 p.m. 2. A person, whose name is recorded in the Register
IST, Wednesday, August 07, 2024. The link for of Members or in the Register of Beneficial Owners
registering email ID is given herein: maintained by the depositories as on the Cut-Off
Date only shall be entitled to avail the facility of

Visit the link: https://liiplweb.linkintime.co.in/ remote e-voting as well as voting at the AGM.
EmailReg/Email_Register.html
3. The Chairman shall, at the AGM, at the end of
Select the Name of the Company from dropdown discussion on the resolutions on which voting is
i.e. Bayer CropScience Limited to be held, allow voting electronically for all those
Members who are present at the AGM but have
(i) 
Enter the DP ID & Client ID/Physical Folio not cast their votes by availing the remote e-voting
Number, Name of the Member and PAN details. facility.

36
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

4. 
The Scrutiniser shall after the conclusion of authorised by him in writing. The results shall also
voting at the AGM, first count the votes cast at be forwarded to BSE Limited, Mumbai as per the
the meeting and thereafter unblock the votes cast stipulated timelines.
through remote e-voting and shall make, not later
than two (2) working days of the conclusion of the
AGM, a consolidated Scrutiniser’s Report of the By Order of the Board of Directors
total votes cast in favour or against, if any, to the
Chairman or a person authorised by him in writing,
who shall countersign the same and declare the
result of the voting forthwith. Pankaj Patel
Chairman
5. 
On receipt of requisite number of votes, the DIN: 00131852
Resolutions shall be deemed to have been passed Thane, May 23, 2024
on the date of the AGM. The Results declared along
with the report of the Scrutiniser shall be placed Registered Office:
on the website of the Company at www.bayer.in Bayer House, Central Avenue,
and on the website of NSDL immediately after the Hiranandani Estate, Thane (West) - 400607
declaration of result by the Chairman or a person CIN: L24210MH1958PLC011173

37
 Bayer CropScience Limited Annual Report 2023-24

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 between directors

Dr. Thomas Hoffmann (Age: 53 years), who retires by inter-se:
rotation being eligible has offered his candidature for None of the Directors are in any way related to
re-appointment. Dr. Thomas Hoffmann.

Qualification: Disclosure of relationships with other Key

Dr. Hoffmann has studied Business Administration with Managerial Personnel:
a specialisation in Finance & Controlling and Audit. None of the Key Managerial Personnel or their relatives
are in any way related to Dr. Thomas Hoffmann.
Brief Profile/Experience/Nature of Expertise in
Functional Areas: Number of Board meetings attended during the
Dr. Thomas Hoffmann joined Bayer AG in 2001 as financial year:
a Manager in Corporate Controlling. In 2003 he took Four (4)
over responsibilities in Corporate Accounting. In 2005,
he moved to Tokyo as Head of Financial Reporting Names of listed entities in which he holds
and later Head of Enterprise Accounting and Reporting directorships and memberships of Committees of
for the Bayer Group in Japan. Thereafter, he returned the Board:
to Bayer AG, Corporate Finance to take on the role He does not hold directorships in any listed entity
of Head of Structured Finance from 2008 up to 2013. except Bayer CropScience Limited. He does not hold
In February 2013, Dr. Hoffmann assumed the role of any memberships in any listed entity except Bayer
Chief Financial Officer, South Asia in Mumbai. After that,
CropScience Limited.
he moved to Shanghai in 2016 as Chief Financial
Officer, Greater China. Dr. Hoffmann joined Bayer AG Names of listed entities in which he holds
again as Head of Treasury as of September 2019. Chairmanships:
Terms and conditions of re-appointment: He does not hold Chairmanships in any listed entity,
including Bayer CropScience Limited.
Dr. Thomas Hoffmann was appointed as an Additional
Director – Non-Executive Non-Independent, on the
Names of the listed entities in which he holds
Board with effect from September 16, 2019, and his
directorship and memberships of Committees of
appointment was regularised at the AGM held on
the Board apart from the Company:
August 07, 2020. He is liable to retire by rotation.
None.
Details of remuneration sought to be paid:
No remuneration is being paid to Dr. Thomas Hoffmann, Names of listed entities in which he holds
Non-Executive Non-Independent Director of the Chairmanships apart from the Company:
Company. None.

Remuneration last drawn: Names of the listed entities from which he has
Not Applicable. resigned in the past three (3) years:
Nil.
Date of first appointment on the Board:
Dr. Thomas Hoffmann was appointed as an Additional Shareholding in the Company, including shareholding
Director – Non-Executive Non-Independent, on the as a beneficial owner:
Board with effect from September 16, 2019. He does not hold any shares in the Company.

38
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Ms. Radhika Rajan (DIN: 00499485) (5) years which would commence from the date of the
Ms. Radhika Rajan (Age: 68 years) has been appointed ensuing Annual General Meeting of the Company.
as an Additional Director of the Company with effect She shall not be liable to retire by rotation.
from July 23, 2024, who holds office up to the date
of ensuing Annual General Meeting of the Company. Details of remuneration sought to be paid:
She is appointed as a Woman Independent Director Ms. Radhika Rajan will be paid sitting fees for attending
for a period of five (5) years which would commence the Board and Committee Meeting(s) of the Company
from the date of the ensuing Annual General Meeting and Commission as may be decided by the Board from
of the Company. time to time.

Qualification: Remuneration last drawn:

Ms. Rajan holds an MSc degree from the Indian Institute Not Applicable.
of Technology, Mumbai and also holds a PGDM
degree from India’s top-ranked business school, the Date of first appointment on the Board:
Indian Institute of Management, Ahmedabad. Ms. Radhika Rajan has been appointed as an
Additional Woman Independent Director, on the Board
Brief Profile/Experience/Nature of Expertise in with effect from July 23, 2024.
Functional Area/Justification for appointment:
Ms. Radhika Rajan is Executive Vice President at DSP Disclosure of relationships between directors
Investment Private Limited, the Family Office of the inter-se:
Founder of the DSP Group, Mumbai. In this role, she None of the Directors are in any way related to
manages the investment portfolio of the Family Office Ms. Radhika Rajan.
with a special focus is Private Equity and Venture
Investments. Disclosure of relationships with other Key
Managerial Personnel:
Ms. Rajan has over forty (40) years of experience in None of the Key Managerial Personnel or their relatives
the financial markets, in New York till 2011, and in are in any way related to Ms. Radhika Rajan.
Mumbai, India till date. She has focussed on India
as an investment destination since 1999, when she Number of Board meetings attended during the
made a brief foray into the IT sector, as one of the financial year:
earliest team members of Mphasis, which is now
None in the financial year 2023-24 as she is being
amongst the top 10 listed IT services companies in
appointed with effect from July 23, 2024.
India. In 2003, she joined the TCG Group in New York
to set up an offshore Indian Equities Hedge Fund and
Names of listed entities in which she holds
advised TCG and several other private equity groups
directorships and memberships of Committees of
on proposed investments in the US-India corridor.
the Board:
Prior to 1999, Ms. Rajan worked as a global-macro
proprietary investor/trader at different large financial She holds directorship in Bayer CropScience Limited
institutions like J P Morgan (formerly Chemical Bank), and also holds memberships in Audit Committee and
Itochu, UBS, Bank of America and Bank of Montreal. CSR and ESG Committee of Bayer CropScience
She was an invited contributing author of “The Global Limited.
Internet Economy,” a book published by MIT Press in
2003. She is a Charter Member of TIE Tristate, the Names of listed entities in which she holds
New York based chapter of TIE, a global association of Chairmanships:
entrepreneurs active in accelerating the globalisation She is the Chairperson of Nomination and
of Indian Business. Remuneration Committee of Bayer CropScience
Limited.
Terms and conditions of appointment:
Ms. Radhika Rajan has been appointed as Additional Names of the listed entities in which she holds
Director of the Company with effect from July 23, directorship and memberships of Committees of
2024, holds office up to the date of ensuing Annual the Board apart from the Company:
General Meeting of the Company. She is appointed She holds directorships in 3M India Limited, Sonata
as a Woman Independent Director for a period of five Software Limited and Sonata Information Technology

39
 Bayer CropScience Limited Annual Report 2023-24

Limited. She also holds membership in Audit Committee The Company has also received the declaration
and Stakeholders’ Relationship Committee of 3M India from Ms. Rajan stating that she meets the criteria of
Limited and Sonata Software Limited. independence as per Section 149(6) of the Act as
well as Regulation 16 of the SEBI Listing Regulations.
Names of listed entities in which she holds The detailed profile of Ms. Rajan is set out in the
Chairmanships apart from the Company: Annexure to this Notice.
None
A copy of the letter of appointment issued to
Names of the listed entities from which she has Ms. Rajan setting out the terms and conditions of her
resigned in the past three (3) years: appointment as a Woman Independent Director will be
None available for inspection by the members as stated in
point 23 of the Notes given above.
Shareholding in the Company, including shareholding
as beneficial owner: In the opinion of the Board, Ms. Radhika Rajan fulfils
She does not hold any shares in the Company. the conditions specified in the Act and the rules made
thereunder and also under the SEBI Listing Regulations
The following explanatory statement pursuant to for appointment as Woman Independent Director and
Section 102(1) of the Companies Act, 2013 sets out is independent of the Management.
all material facts relating to the business mentioned
in Item No. 4 and Item No. 5 in the accompanying The resolution seeks approval of the Members for
notice: appointment of Ms. Radhika Rajan as a Woman
Independent Director of the Company for a period
Item No. 4: of five (5) years commencing from the date of the
The Board of Directors in its meeting dated ensuing Annual General Meeting and that she shall not
May 23, 2024, based on the recommendation of the be liable to retire by rotation.
Nomination & Remuneration Committee and pursuant
to the provisions of Section 161 of the Companies The Board of Directors recommend the “Special
Act, 2013 (“Act”) read with Article 153 of the Articles Resolution” set out in Item No 4 of this Notice for the
of Association of the Company, had appointed approval of the Members.
Ms. Radhika Rajan (DIN: 00499485) as an Additional
Woman Independent Director with effect from July 23, None of the Directors or Key Managerial Personnel
2024, upto the date of ensuing Annual General Meeting or their relatives are in any way concerned or
of the Company and is eligible for appointment as a interested in the passing of this resolution as set out in
Director. Subject to the approval of the shareholders Item No. 4.
and pursuant to the provisions of Section 149(10),
150(2), 152(2), first proviso of Section 152(5) of the Except Ms. Radhika Rajan, none of the Directors or
Companies Act, 2013 read with Rule 4 and 5 of the Key Managerial Personnel or their relatives are in
Companies (Appointment & Qualifications of Directors) any way concerned or interested in passing of this
Rules, 2014 and Regulation 17 and 25(6) of the SEBI resolution as set out in Item No. 4.
Listing Regulations, Ms. Radhika Rajan would be and is
hereby appointed as an Woman Independent Director Item No. 5:
of the Company for a period of five (5) years which
The Board, on the recommendation of the Audit
would commence from the date of the ensuing Annual
Committee, in its meeting dated May 23, 2024, has
General Meeting of the Company. A notice in writing
under Section 160 of the Act has been received from approved the appointment of M/s. D.C. Dave & Co.,
a member signifying the intention to propose the name Cost Accountants, as the Cost Auditors to conduct
of Ms. Rajan as a candidate for the office of Director. the audit of the cost records of the Company for
“Insecticides” for the financial year ending March 31,
The Nomination and Remuneration Committee 2025, at a remuneration of ` 0.63 Million (Rupees
recommended her appointment on the basis of her point six three Million only) plus taxes as applicable
knowledge, skills, expertise and experience. and out-of-pocket expenses incurred by them for

40
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

the purpose of audit for the financial year 2024-25. None of the Directors or Key Managerial Personnel or
A Certificate issued by the above firm regarding their their relatives are in any way concerned or interested in
eligibility for appointment as Cost Auditors will be the passing of this resolution as set out in Item No. 5.
available for inspection by the members as stated in
point 23 of the Notes given above. By Order of the Board of Directors

In accordance with the provisions of Section 148 of

the Act read with the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Pankaj Patel
Auditors, as recommended by the Audit Committee Chairman
and approved by the Board has to be ratified by the DIN: 00131852
members of the Company. Accordingly, the consent Thane, May 23, 2024
of the members is sought for passing an Ordinary
Resolution as set out at Item No. 5 of the Notice.
Registered Office:
Bayer House, Central Avenue,
The Board recommends ratification of remuneration of
Cost Auditors, as set out in Item No. 5 of the Notice for Hiranandani Estate, Thane (West) - 400607
approval of the Members as an Ordinary Resolution. CIN: L24210MH1958PLC011173

41
 Bayer CropScience Limited Annual Report 2023-24

DIRECTORS’ REPORT
Dear Members,
The Board of Directors are pleased to present the Company’s 66th Annual Report on its business and operations,
together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended
March 31, 2024.

Financial Performance
(` in Million)
Particulars 2023-24 2022-23
Revenue from Operations 51,032 51,397
Other Income 810 639
Total Income 51,842 52,036
Profit Before Tax and Exceptional Item 9,414 8,863
Add: Exceptional Items (Refer Note 46 to Financial Statements) 0 1,038
Profit Before Tax 9,414 9,901
(Less): Tax Expense (2,009) (2,319)
Profit for the Year 7,405 7,582
Add/(Less): Other Comprehensive Income 35 (86)
Total Comprehensive Income for the year 7,440 7,496
Add: Retained Earnings at the beginning of the year 21,698 20,465
Amount available for Appropriation 29,138 27,961
Appropriations:
Dividend declared 1,348 1,124
Transfer to General Reserve 0 645
Interim Dividend 4,719 4,494

Dividend Transfer of funds to the Reserves

In line with the Dividend Distribution Policy of the There is no amount which is proposed to be transferred
Company, the Board of Directors at their meeting held to the General Reserves.
on May 23, 2024, have recommended a Final Dividend
of ` 35 per Equity Share of ` 10 each amounting to Material changes and commitments
` 1,573 Million for the financial year ended March 31, There have been no material changes and
2024. The declaration of Final Dividend is subject commitments, affecting the financial performance of
to approval of the Members at the ensuing Annual the Company which occurred between the end of the
General Meeting of the Company. Further, the Interim financial year of the Company to which the financial
Dividend of ` 105 each per Equity Share of ` 10 each statements relate and the date of this Report.
amounting to ` 4,719 Million as recommended by the
Board of Directors was paid on November 30, 2023. Exports
The total Dividend for the financial year 2023-24, Export sales for the financial year ended
including the proposed Final Dividend, amounts to March 31, 2024 were ` 1,646 Million as compared to
` 140 per Equity Share of ` 10 each. ` 1,863 Million during the previous year.

The Register of Members will remain closed from Insurance

Friday, August 02, 2024, till Friday, August 09, 2024 Your Company’s assets continue to be adequately
(both days inclusive) for reckoning the members
insured against various risks like fire, riot, earthquake
eligible for dividend.
and the risk of loss of profits arising due to these
The detailed policy is also available on the Company’s insurable risks also stands insured, amongst other
website at www.bayer.in. things. In addition, adequate coverage has been

42
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

availed to cover public liability, environmental liability 5. internal financial controls to be followed by the
and product liability claims. Pursuant to Regulation Company have been laid down and that such
25(10) of Securities and Exchange Board of India internal financial controls are adequate and were
(Listing Obligations and Disclosure Requirements) operating effectively; and
(“SEBI Listing Regulations”), the Company has also
availed Directors and Officers Liability Insurance Policy 6. 
proper systems to ensure compliance with the
to cover the Directors and Officers of the Company. 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 of the Company. In addition, all the and operating effectively.
employees are covered against the risk of loss of life,
hospitalisation and personal accidents. Health, Safety & Environment (HSE)
Last year, our company set off on a journey to focus
Foreign Exchange Management the efforts of every Bayer employee solely on our
The Company’s exposure to foreign exchange risk bold mission: Health for all, Hunger for none. As the
comprises the risk of fluctuations of a foreign currency Company is adopting an operating model that will
versus the local currency. The goal is to reduce enable us to better address real challenges, unleash
the negative impact on the earnings arising from our full business potential, and become the “Best
fluctuations in the exchange rates. In this endeavour, Bayer”, we are committed to ensure a safe working
the majority of the forex transactions with group environment for all employees.
companies are invoiced in rupee terms effective from
January 2018, thereby insulating the Company’s At Bayer, we respect and care for the environment and
books from forex volatility. To mitigate the currency the safety, health and wellbeing of people, whether they
fluctuations for the balance non-group US dollar are employees, contractors or visitors. The Company
denominated transactions, the net exposure of the aspires to make an impact in sustainability that
Company, if required, is hedged, after taking advantage helps people and our planet thrive along relevant
of the natural hedge, on a monthly basis. Environmental, Social and Governance (ESG) topics.
Directors’ Responsibility Statement The Company continuously improves its business
Pursuant to the provisions of Section 134(3)(c) of the processes while meeting or exceeding legal and
Companies Act, 2013, (“Act”) the Board of Directors, regulatory HSE requirements. The Company provides
to the best of their knowledge and belief, confirm that: psychological safety to encourage transparent reporting
in the preparation of the annual accounts, the
1.  of HSE injuries, near misses and observations and
applicable accounting standards have been utilises a best-in-class digital incident management tool
followed along with proper explanation relating to with Artificial Intelligence capabilities. The Company
material departures, if any; puts in the additional focus on incidents with potential
for high severity injuries and fatalities while taking
2. 
appropriate accounting policies have been timely and adequate corrective and preventive actions.
selected and applied consistently and such
judgements and estimates have been made that The Company recognises that along with risk mitigation,
are reasonable and prudent so as to give a true leadership commitment and employee engagement
and fair view of the state of affairs of the Company are essential pillars for fulfilling our HSE aspirations.
as at March 31, 2024 and of the profit of the At Bayer, we also impart all the required training and to
Company for the financial year ended March 31,
take care of our employees, our leaders demonstrate
2024;
safety leadership and have regular conversations on
3. proper and sufficient care has been taken for the health and safety in townhalls and other forums.
maintenance of adequate accounting records in
accordance with the provisions of the Companies The Company implements the global Bayer HSE
Act, 2013 for safeguarding the assets of the management system, which is a robust framework of
Company and for preventing and detecting fraud policies, processes, and procedures to fulfil all the tasks
and other irregularities; required to achieve the HSE objectives. Our formalised
management system helps to ensure that employees
the annual accounts have been prepared on a
4.  are clear about who does what and how to cover
going concern basis; statutory or regulatory requirements. This facilitates

43
 Bayer CropScience Limited Annual Report 2023-24

compliance with external and internal requirements, Our programmes focus on finding new answers for
fosters continual improvement, and helps to achieve challenges related to the UN sustainable development
the organisation’s objectives. The Company’s major goals around nutrition, health, gender equality and
sites are certified to various HSE management systems access to water, in alignment with our vision.
as follows:
The Company’s CSE programmes are aligned with
 
ISO 14001:2015 Environmental management global objectives of Bayer while pursuing a long-term,
system: Himatnagar active ingredient formulation, well planned, multi-stakeholder participatory approach
filling & packing (FFP) site; Silvassa FFP site and resulting in a measurable impact on targeted
Shamirpet (Hyderabad) corn seeds processing communities.
site.
Business Responsibility and Sustainability
 ISO 45001:2018 Occupational Health and Safety
management system; Shamirpet corn seeds Reporting
processing site and R & D breeding station at Regulation 34(2)(f) of the SEBI Listing Regulations
Bengaluru. inter alia, provides that the Annual Report of the top
1000 listed entities based on market capitalisation as
To promote ownership of Sustainability, Safety, Health computed on March 31, 2024, shall include a Business
& Environment amongst employees, the company Responsibility and Sustainability Report (“BRSR”)
celebrates occasions like the World Environment describing initiatives taken by the Company from an
Day, India National Safety Week, National Road environmental, social and governance perspective.
Safety Month, UN International Road Safety Week, A separate Section on BRSR forms part of this
International Yoga Day, International Self-Care Day, Annual Report.
Bayer Health and Safety Day and many others.
Human Resources
The Company also ensures safe operations in its
In today’s competitive landscape, our colleagues
value chain by periodically reviewing and hand-
holding third party warehouses, suppliers and contract play a pivotal role in shaping Bayer’s success.
manufacturers. The implementation of effective HR Strategies has
enabled the organisation to nurture and leverage our
talent pool to achieve our vision ‘Health for all, Hunger
Corporate Societal Engagement
for none’.
At the heart of our Corporate Societal Engagement
(CSE) in India, there are three focus areas: ‘Rural At Bayer, our practices have fostered a culture of open
Development, ‘Preventive Health Care’ and ‘Education communication, engagement and innovation within the
& Community Engagement’. We have benefited more
workforce. Through our processes and systems, we
than 3.2 Million Indians through various initiatives in
have cultivated an environment where colleagues feel
the last five years.
valued and empowered to unleash their full potential,
founded on trust and a commitment to diversity, equity
At Bayer, we want to contribute to a world where
everyone has access to sufficient food and can live and inclusion.
a healthy life. Accordingly, our corporate charitable
giving partners help drive positive societal change In line with our global human resources strategy
supporting our purpose “Science for a better life” and and best-in-class industry practices, the Company
fueling our mission “Health for all, Hunger for none”. continues to provide a transparent and equitable
compensation system, benefits for employee health
We believe in the system-changing power of innovation and well-being, work-life balance through flexible
and focus on identifying new opportunities in rural working hours and developmental opportunities for
livelihoods through women-centric approaches. We are growth in cross-functional areas.
working for the upliftment of aspirational districts,
delivering innovative technology-based solutions to We have an institutionalised system of measuring
bridge the healthcare gap in the country and driving employee engagement; the Company conducts
unified community engagement projects around surveys, and our latest engagement was 4.2 on a
education, access to water and gender equality. scale of 5.

44
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Encouraging Personal and Professional about recognising their value and investing in their
Development long-term success. To that effect, the Company offers
competitive and fair compensation to our employees,
The Company recognises that investing in the
with comprehensive benefits and performance-based
employee’s development not only enhances individual
incentives.
performance but also contributes to the overall success
of our organisation. Through a range of initiatives and
resources, the Company is striving to empower its The Company values the health and well-being of
employees to reach their full potential. From technical its employees and continues to offer comprehensive
skills to leadership development, the Company medical benefits including health insurance coverage,
offers varied learning experiences to support diverse digital health wallet scheme, wellness programmes
career paths. and mental health support. Our Employee Assistance
Programmes provides employees with support in the
Additionally, Bayer’s mentorship and coaching areas of psychological, marital, financial and legal
programmes pair employees with seasoned advice in personal matters, further helps nurture their
professionals who provide guidance, support and overall well-being.
invaluable insights to help them navigate their career
journeys. The Company also supports employees to Awards & Recognition
pursue further education and professional certifications The Company has once again been featured in the
to accommodate their goals. 100 Best Companies for Women in India and has been
The Company is committed to create a culture certified as a Great Place to Work by the Great Place
of growth and innovation, where employees are to Work Institute and one of India’s best workplaces in
encouraged to share ideas, take on new challenges Chemicals.
and explore opportunities for advancement.
Through cross-functional projects, stretch assignments Board of Directors
or leadership development initiatives, Bayer provides Based on the recommendations of the Nomination
avenues for advancement at every stage of our & Remuneration Committee (“NRC”), the Board of
employees’ careers. Directors have made the following appointments/
re-appointments during the year:
Cultivating Equal Opportunities
The Company believes that diversity is crucial for  Mr. Simon-Thorsten Wiebusch (DIN: 08335591)
success as it brings a spectrum of perspectives, was appointed as the Vice Chairman & Managing
experiences, and ideas to the table. Improving diversity Director and Chief Executive Officer with effect
in our teams enhances our ability to understand and from November 01, 2023.
meet the needs of our customers, driving business
 Dr. Miriam Holstein (DIN: 10458293) was appointed
performance and competitiveness. Amongst the new
hires, the Company has hired almost 32% women in the as the Non-Executive Non-Independent Director
past year. Additionally, the Company has also driven for a term of five (5) years with effect from
development of women talent through programmes February 01, 2024.
such as Leadership Link, a global platform that offers
 
Ms. Radhika Rajan (DIN: 00499485) has been
participants coaching sessions with global leaders on
appointed at the Board Meeting held on
a variety of topics significant to working women.
May 23, 2024, as an Additional Woman
The Company is committed to embrace diversity in Independent Director with effect from July 23,
all forms and aims to foster innovation, creativity, and 2024, till the date of ensuing Annual General
empathy in our company. Meeting. She would be appointed for a term of
five (5) years which would commence from the
Fostering a Welcoming Work Environment date of the ensuing Annual General Meeting of
At Bayer, we believe in cultivating a welcoming work the Company i.e., August 14, 2024, subject to the
environment, where every employee feels valued, approval of Shareholders.
supported and empowered.
The said appointments were subject to the
Our compensation philosophy is not only about Shareholders’ approval and in accordance with
rewarding employees for their hard work, but also Regulation 17(1C) of the SEBI Listing Regulations,

45
 Bayer CropScience Limited Annual Report 2023-24

Shareholders’ approval for the appointment of from July 23, 2024 have given their declarations to the
Mr. Simon-Thorsten Wiebusch and Dr. Miriam Holstein Board that they meet the criteria of Independence as
was sought via Ordinary Resolutions passed through laid down under Section 149(6) of the Act and the SEBI
Postal Ballot on January 03, 2024, and March 25, 2024, Listing Regulations as amended from time to time.
respectively with the requisite majority. The approval for
the appointment of Ms. Radhika Rajan as an Additional The term of five (5) years of Ms. Ketaki Bhagwati
Woman Independent Director is being sought in the (DIN: 07367868) as an Independent Director of the
Notice convening the Annual General Meeting. Company ceases on close of business hours of July 23,
2024. Ms. Bhagwati has expressed her intention to
Further, during the year, the following Directors not renew her tenure further. Consequently, she shall
resigned from the Company: also step down from Audit Committee, Corporate
Social Responsibility and Environmental Social
 Mr. Duraiswami Narain (DIN: 03310642) resigned and Governance Committee and Nomination and
from the position of Vice Chairman & Managing Remuneration Committee effective the same date.
Director and Chief Executive Officer with effect
from the close of business hours of October 31, Key Managerial Personnel
2023, due to his planned repatriation to Bayer US.
Pursuant to the provisions of Section 203 of the
 Mr. Simon-Thorsten Wiebusch (DIN: 08335591) Act, the Key Managerial Personnel of the Company
resigned as the Whole-time Director with effect as on March 31, 2024, are Mr. Simon-Thorsten
from the close of business hours of October 31, Wiebusch, Vice Chairman & Managing Director and
2023. Chief Executive Officer, Mr. Simon-Johannes Britsch,
Executive Director & Chief Financial Officer, and
 
Dr. Harsh Kumar Bhanwala (DIN: 06417704) Mr. Nikunjkumar Savaliya, Company Secretary and
resigned as the Non-Executive Independent Compliance Officer of the Company. However, the
Director with effect from the close of business Company Secretary has tendered resignation vide his
hours of February 01, 2024. letter dated April 09, 2024, which will be effective with
the close of business hours on May 31, 2024.
 Mr. Brian Naber (DIN: 09115300) resigned as the
Non-Executive Non-Independent Director of the Corporate Governance
Company with effect from the close of business
The Company is committed to maintaining the highest
hours of February 01, 2024.
standards of Corporate Governance and ensuring
The Board of Directors placed on record its warm adherence to the Corporate Governance requirements,
appreciation for the rich and valuable contributions as set out by the Securities and Exchange Board of
made by Mr. Duraiswami Narain, Dr. Harsh Kumar India (“SEBI”). As required by Regulation 34 of the SEBI
Bhanwala and Mr. Brian Naber during their association Listing Regulations, a detailed Corporate Governance
with the Company. Report is annexed to this Report. The Company is in
full compliance with the requirements and disclosures
At the forthcoming 66th Annual General Meeting (AGM) that must be made in this regard. A Certificate from a
of the Company and in accordance with the applicable Company Secretary in Whole-time practice, confirming
provisions of the Act and the Articles of Association of compliance of the Corporate Governance requirements
the Company, Dr. Thomas Hoffmann, Non-Executive by the Company, is annexed to the Corporate
Non-Independent Director retires by rotation and being Governance Report. A Certificate of Corporate
Governance from the Chief Executive Officer and
eligible offers his candidature for re-appointment as
Chief Financial Officer of the Company, in terms of
Director of the Company.
the SEBI Listing Regulations, inter alia confirming the
The Independent Directors of the Company hold office correctness of the financial statements and cash flow
for a fixed term of five (5) years and are not liable to statements, as well as adequacy of Internal Control
retire by rotation. In accordance with the provisions Measures of the Company, also forms a part of the
of Section 149(7) of the Act, Mr. Pankaj Patel, Corporate Governance Report.
Ms. Ketaki Bhagwati and Mr. Sekhar Natarajan,
the Independent Directors of the Company as on Meetings of the Board
March 31, 2024 and Ms. Radhika Rajan, who has been During the financial year 2023-24, five (5) Board
appointed as Woman Independent Director with effect Meetings were duly convened and held. The details of

46
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

the Board Composition and Board Meetings are given said Consolidated Policy while discharging its duties
in the Corporate Governance Report annexed thereto. on behalf of the Company. This policy for selection and
appointment of Directors, Senior Management and
Audit Committee their remuneration includes the criteria for determining
The Company has an Audit Committee pursuant qualifications, positive attributes, independence of a
to the requirements of the Act read with the rules director and other matters as required. The policy is
framed thereunder and SEBI Listing Regulations. framed in accordance with the provisions of Section
The composition of the Audit Committee and the 178 of the Act and Regulation 19 of the SEBI Listing
details of the Audit Committee Meetings are given in Regulations. The detailed policy is available on the
the Corporate Governance Report forming part of this Company’s website at www.bayer.in.
Annual Report.
Whistle Blower Policy (Vigil Mechanism)
During the financial year 2023-24, four (4) Audit As a responsible and transparent corporate citizen,
Committee Meetings were duly convened and held, BCSL has adopted a Whistle Blower Policy, as part
and the Board accepted all the recommendations of its vigil mechanism to provide appropriate avenues
made by the Audit Committee. to the employees, as well as any third party, to bring
to the attention of the Management, any issue that is
Board Evaluation perceived to be in violation of, or in conflict with, the
Pursuant to the provisions of the Act and SEBI Listing Code of Conduct, values, principles and beliefs of
Regulations, the Board and Committee Evaluations the Company. Good Corporate Governance entails
were carried out during the year, wherein all the that the interests of the employees, shareholders
members of the Board evaluated the Board’s as and the society in general, are protected at all times.
well as Committee’s performance based on various The well-established vigil mechanism provides all
parameters. The said parameters are based on the employees the opportunity to report, without fear,
their concerns about any unethical conduct, financial
Guidance Note on Board Evaluation issued by SEBI.
malpractices or any unhealthy practice that may be
The Nomination and Remuneration Committee prevalent in the Company. Employees are encouraged
reviewed the performance of the individual Directors to voice their concerns or issues by way of whistle
based on various criteria such as constructive inputs blowing, and the Company provides them with
in meetings, preparedness on the issues discussed access to the Audit Committee to tackle instances
of victimisation. The Company, through its global
at the meetings, etc. The results of the evaluation
mechanism has also provided hotline number(s) and
were discussed at the Nomination and Remuneration
a dedicated weblink www.convercent.com/report for
Committee Meeting and were placed at the Board
reporting such concerns. The Corporate Compliance
Meeting for the Chairman’s review. The evaluation
Team addresses the whistle blower complaints and
process primarily focussed on the criteria with respect
presents the status of such complaints at the Audit
to the overall functioning of the Board as well as the
Committee meetings held on a quarterly basis.
Committees, their composition, governance aspects,
etc. The criteria applied in the Board evaluation The details of the Whistle Blower Policy are explained
process is explained in the Corporate Governance in the Corporate Governance Report and posted on
Report. The evaluation process was conducted in a the Company’s website at www.bayer.in.
fair and transparent process.
Code of Conduct
Consolidated Policy - Nomination and
The Company has in place a Code of Conduct (“Code”)
Remuneration, Board Diversity & which is applicable to the members of the Board and
Performance Evaluation the Senior Management of the Company. The Code
The Company has a comprehensive Consolidated lays down the standard of conduct expected to be
Policy for Nomination & Remuneration, Board Diversity followed by the Directors and Senior Management
and Performance Evaluation in place. The said in their business dealings and on matters relating to
Consolidated Policy lays down the criteria for each of integrity in the workplace, dealings with stakeholders
the responsibilities of the Nomination and Remuneration and in business practices. This Code is intended to
Committee (NRC). The NRC shall be guided by the provide guidance to the Board of Directors and Senior

47
 Bayer CropScience Limited Annual Report 2023-24

Management of the Company to manage the affairs of applicable laws and regulations. The Audit Committee
the Company in an ethical manner and is formulated in of the Board of Directors approves the Internal Audit
accordance with the requirements of the Act and SEBI Plan and internal audits are conducted at regular
Listing Regulations. intervals across various locations in line with the
approved Internal Audit Plan. Audit observations and
All the Board Members and the Senior Management follow-up actions are deliberated with the Management
employees (as defined in the Code of Conduct) have of the Company as well as the Audit Committee.
confirmed compliance with the Code for the year by
providing adequate disclosures in this regard which Internal Financial Controls
were placed before the Board. In line with the regulations laid down in the Companies
Act 2013, with respect to controls evaluation, the
Risk Management Policy Company has established a robust Internal Financial
A comprehensive Risk Management Policy, outlining Controls framework across various processes
the risk management framework of the Company, is prevalent in the organisation. Internal controls have
in place, to provide guidance on identification and been put in place at both, the entity and process levels,
and are designed to ensure compliance to internal
mitigation of the various risks that the Company may
control requirements, as well as regulatory compliance.
face in the conduct of its business. The policy covers
They also enable appropriate recording of financial and
the following key aspects:
operational information. The Company has reviewed
 Overview of risk management procedures. the effectiveness of its Internal Financial Controls
 
Roles and responsibilities of the Board of framework by adopting a systematic approach, which
enables it to assess the design and the operating
Directors, Audit Committee, Risk Management
effectiveness of these controls.
Committee and other key managerial personnel of
the Company with regards to risk management.
Particulars of loans, guarantees or
 Structure and procedure for identification, investments under Section 186 of the
escalation and minimisation of risks.
Companies Act, 2013
More details of the Risk Management Policy are During the financial year ended March 31, 2024, the
provided in the Corporate Governance Report. Company did not provide any loan, guarantee or
provide security in connection with any loan to any
Corporate Social Responsibility Policy group company during the year under review.
A brief outline of the Corporate Social Responsibility
(“CSR”) Policy and the initiatives undertaken by the Related Party Transactions
Company on CSR activities during financial year In accordance with the relevant provisions of the
2023-24, is set out in Annexure “A” to the Directors’ Companies Act, 2013 and rules framed thereunder, as
Report. The CSR policy is uploaded on the Company’s well as Regulation 23 of the SEBI Listing Regulations,
website at www.bayer.in. the Company has in place a Related Party Transaction
Policy. All the transactions entered with related parties
Conservation of Energy, Technology during the year are in accordance with the Related
Absorption and Foreign Exchange Party Transaction Policy and are in the ordinary course
Earnings and Outgo of business and at arm’s length basis.
The information as required under the provisions of Information on transactions entered with the related
Section 134(3)(m) of the Act read with Rule 8(3) of parties pursuant to Section 134(3)(h) of the Act, read
the Companies (Accounts) Rules, 2014, with respect with Rule 8(2) of the Companies (Accounts) Rules,
to Conservation of Energy, Technology Absorption, 2014, as prescribed in Form AOC-2 for the financial
Foreign Exchange Earnings and Outgo related matters year ended March 31, 2024, are given under Annexure
is enclosed as Annexure “B” to the Directors’ Report. “C” to the Directors’ Report.

Internal Control System Information pursuant to Section 197(12) of

Your Company has appropriate internal control the Companies Act, 2013
systems for business processes with regard to its The information as prescribed under the provisions
operations, financial reporting and compliance with of Section 197(12) of the Act, read with Rule 5(2) of

48
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

the Companies (Appointment and Remuneration Reporting of Fraud by Auditors

of Managerial Personnel) Rules, 2014, is set out as During the year, the Statutory Auditors, Secretarial
Annexure “D” to the Directors’ Report. Further, as Auditors or Cost Auditors did not report to the Audit
per the proviso to Rule 5, the Directors’ Report and Committee or the Board, under Section 143(12) of
the Financial Statements of the financial year ended the Act, any instances of fraud committed against the
March 31, 2024, of the Company are being sent to the Company by its officers or employees, the details of
members, excluding the statement giving particulars which would need to be mentioned in the Report.
of employees under Section 197(12) of the Act.
Any member interested in obtaining a copy of such Management Discussion & Analysis
statement without any payment of additional fees, Report
may write to the Company Secretary at the Registered
A detailed review of the operations, performance and
Office of the Company or send an email at ir_bcsl@
future outlook of your Company is given separately
bayer.com.
under the head Management Discussion & Analysis
Prevention of Sexual Harassment at Report.
Workplace
Secretarial Audit
Your Company has a policy on Prevention of
Sexual Harassment (“POSH”) to ensure harassment Pursuant to the provisions of Section 204 of the Act
free workspace for the employees. Sexual and the Companies (Appointment and Remuneration
harassment cases are dealt as per the POSH policy of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. BNP & Associates – Practising
of the Company. Pursuant to the Sexual Harassment
Company Secretaries, a firm of Company Secretaries
of Women at Workplace (Prevention, Prohibition
registered with the Institute of Company Secretaries
and Redressal) Act, 2013, an Internal Committee
of India (“ICSI”) to undertake the Secretarial Audit
(“IC”) has been set up by the Company to redress
of the Company for the financial year ending
complaints received regarding sexual harassment.
March 31, 2024. The Secretarial Audit Report for the
This policy is applicable to all its employees (viz.
financial year ended March 31, 2024, is enclosed
permanent, contractual, temporary and trainees).
as Annexure “E” to this Directors’ Report.
The following is a summary of sexual harassment The Secretarial Audit Report does not contain
complaints received and disposed of during financial any qualification, reservation or adverse remark.
year 2023-24: The Company is in compliance with the Secretarial
Standards issued by ICSI.
Particulars Details
Number of complaints pending as at 1
Cost Audit
the beginning of the financial year
Number of complaints filed during the 1 Pursuant to the provisions of Section 148 of the Act
financial year read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost audit records
Number of complaints disposed during 2
maintained by the Company in respect of ‘Insecticides’
the financial year
are required to be audited. The Directors have on the
Number of complaints pending as at Nil
recommendation of the Audit Committee, appointed
the end of the financial year
M/s. D.C. Dave & Co. to conduct an audit of the cost
accounts of the Company pertaining to ‘Insecticides’ for
Annual Return the financial year ending March 31, 2025. As required
In accordance with the provisions of Section 92 of the under the provisions of the Act, the remuneration
Act, the Annual Return of the Company is hosted on payable to the Cost Auditor is required to be placed
the website of the Company at www.bayer.in. before the Members in the Annual General Meeting
for ratification. Accordingly, a resolution seeking
Compliance with Secretarial Standards members’ ratification for the remuneration payable to
The Board of Directors affirm that the Company has M/s. D.C. Dave & Co. is included in Item No. 5 of the
complied with the applicable Secretarial Standards Notice convening the Annual General Meeting.
(“SS”) issued by the Institute of Companies Secretaries
of India relating to meetings of the Board and its Statutory Auditors
Committees (“SS-1”) and meetings of the Members M/s. Deloitte Haskins & Sells LLP, Chartered
(“SS-2”). Accountants (ICAI Firm Registration No.

49
 Bayer CropScience Limited Annual Report 2023-24

117366W/W-100018), are the Statutory Auditors of at Workplace (Prevention, Prohibition and

the Company, pursuant to the provisions of Section Redressal) Act, 2013, continues to be in place.
139 of the Act and as per their appointment at the 64th
c. 
The Company has not accepted any deposits
Annual General Meeting held on August 22, 2022,
from the public falling within the ambit of Section
they shall hold office for a period of five (5) years
73 of the Act and the Companies (Acceptance of
i.e. from the conclusion of the 64th Annual General
Deposits) Rules, 2014.
Meeting till the conclusion of the 69th Annual General
Meeting. d. 
The Company has not made any one-time
settlement with the banks or financial institutions.
For the year ended March 31, 2024, the Company
e. There was no change in the share capital or the
paid a consolidated sum of ` 15 Million to the Statutory
nature of business of the Company.
Auditors after due approval of the Board.
There is no application or proceeding pending
f. 
Dividend Distribution Policy under the Insolvency & Bankruptcy Code, 2016
The Company has formulated its Dividend Distribution against the Company.
Policy based on the parameters laid down by SEBI
Listing Regulations. The same is enclosed as Acknowledgements
Annexure “F” to the Directors’ Report and is also The Board of Directors wishes to thank all the
available on the Company’s website at www.bayer.in. employees of the Company for their exemplary
dedication and valued contribution, as well as their
Other Disclosures unwavering support. The Directors would like to express
a. There have been no significant and material their grateful appreciation for the co-operation and
orders passed by the Regulators, Courts or assistance extended by all the valued stakeholders of
Tribunals which impact the going concern status the Company, viz. customers, government authorities,
and Company’s operations in future. financial institutions, banks, shareholders, suppliers
and other business associates. The Company also
b. 
The Internal Complaints Committee constituted acknowledges the consistent support and guidance of
in terms of the Sexual Harassment of Women its Promoters.

For and on behalf of the Board of Directors

Simon-Thorsten Wiebusch Simon-Johannes Britsch

Vice Chairman & Managing Director and CEO Executive Director & CFO
(DIN: 08335591) (DIN: 09194547)
May 23, 2024 Thane Thane

50
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

ANNEXURE “A”

Annual Report on Corporate Social Responsibility (CSR) Activities

1. Brief outline on CSR Policy of the Company:

Bayer has been present in India for over 126 years, and has made significant contributions towards advancing
agriculture, public health, and sustainability in the country. Our business touches the lives of millions of
farmers, patients, healthcare practitioners, and consumers.

At Bayer, we want to contribute to a world where everyone has access to sufficient food and can live a healthy
life. Accordingly, our corporate charitable giving partners help drive positive societal change supporting our
purpose “Science for a better life” and fueling our vision “Health for all, Hunger for none”.

Our CSE projects are aligned with the global objectives of Bayer, and we aim to promote societal progress by
supporting initiatives that tackle the root cause of issues and ideas with the potential to make a lasting impact
for change.

Our CSR initiatives focus primarily on the following thematic areas:

1. Rural Development
2. Preventive Healthcare
3. Education & Community Engagement

2. Composition of CSR & ESG Committee:

Sr. Name of Director Designation/ Number of meetings Number of meetings
No. Nature of of CSR & ESG of CSR & ESG
Directorship Committee held Committee attended
during the year during the year
1. Mr. Duraiswami Narain, Vice Chairman & 1 1
Chairman* Managing Director
and CEO
2. Mr. Simon-Thorsten Vice Chairman & 1 1
Wiebusch, Chairman** Managing Director
and CEO
3. Mr. Pankaj Ramanbhai Patel, Non-Executive 2 1
Member Independent
Director
4. Ms. Ketaki Sanat Bhagwati, Non-Executive 2 1
Member Independent
Director
5. Mr. Simon-Johannes Britsch, Executive Director & 2 2
Member CFO
* Mr. Duraiswami Narain resigned as the Chairman of the CSR & ESG Committee with effect from October 31, 2023.
** Mr. Simon-Thorsten Wiebusch was appointed as the Chairman of the CSR & ESG Committee with effect from November 01, 2023.

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 executive summary along with the web-link(s) 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

51
 Bayer CropScience Limited Annual Report 2023-24

5. a. Average net profit of the Company as per Section 135(5) of the Act: ` 165 Million
b. Two percent of average net profit of the Company as per Section 135(5) of the Act: ` 165.39 Million
c. Surplus arising out of the CSR projects or programmes or activities of the previous financial years:
` 3.80 Million
d. Amount required to be set off for the financial year, if any: Nil
e. Total CSR obligation for the financial year [(b)+(c)-(d)]: ` 169.18 Million

6. a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ` 164.15 Million
b. Amount spent in Administrative Overheads: ` 7.18 Million
c. Amount spent on Impact Assessment, if applicable: Not Applicable
d. Total amount spent for the financial year [(a)+(b) +(c)]: ` 171.33 Million
e. CSR amount spent or unspent for the financial year:
Total Amount Amount Unspent (` in Million)
Spent for the Total Amount transferred to Amount transferred to any fund
financial year Unspent CSR Account as per specified under Schedule VII as per
(` in Million) Section 135(6) of the Act second proviso to Section 135(5) of the
Act
Amount Date of transfer Name of the Amount Date of
Fund transfer
171.33 - - - - -

f. Excess amount for set-off, if any:

Sr. No. Particulars Amount (` in Million)
(i) Two percent of average net profit of the company as 165.39
per sub-section (5) of Section 135 of the Act
(ii) Total amount spent for the financial year 171.33
(iii) Excess amount spent for the financial year [(ii)-(i)] 5.94
(iv) Surplus arising out of the CSR projects or programmes 3.80
or activities of the previous financial years, if any
(v) Amount available for set off in succeeding financial 2.14*
years [(iii)-(iv)]
*Out of ` 2.14 Million the Company is setting off the excess amount of `1.50 Million in the succeeding financial year.

7. Details of Unspent CSR amount for the preceding three financial years: -
(` in Million)
Sr. Preceding Amount Balance Amount Amount transferred Amount
No. financial transferred Amount in spent to any fund remaining to
year to Unspent Unspent in the specified under be spent in
CSR Account CSR Account reporting Schedule VII as per succeeding
under Section under sub- financial Section 135(6) of the financial years
135(6) of the section (6) of year Act, if any
Act Section 135 Amount Date of
of the Act transfer
1. 2020-21 Nil (No Unspent CSR Amount)
2. 2021-22 Nil (No Unspent CSR Amount)

52
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

(` in Million)
Sr. Preceding Amount Balance Amount Amount transferred Amount
No. financial transferred Amount in spent to any fund remaining to
year to Unspent Unspent in the specified under be spent in
CSR Account CSR Account reporting Schedule VII as per succeeding
under Section under sub- financial Section 135(6) of the financial years
135(6) of the section (6) of year Act, if any
Act Section 135 Amount Date of
of the Act transfer
3. 2022-23 Nil (No Unspent CSR Amount)
Total -

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount
spent in the financial year: No

If Yes, enter the number of Capital assets created/acquired – Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility
amount spent in the financial year:
(1) (2) (3) (4) (5) (6)
Sr. No. Short Pincode Date of Amount Details of entity/Authority/beneficiary
particulars of of the creation of CSR of the registered owner
the property property amount
or asset(s) or asset(s) spent
[including
complete
address and
location of the
property]
CSR Name Registered
Registration address
Number, if
applicable
Not Applicable Not Not
Applicable Applicable

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per
sub-section (5) of Section 135 of the Act – Not Applicable.

For and on behalf of the CSR & ESG Committee

Simon-Thorsten Wiebusch Simon-Johannes Britsch

Chairman - CSR & ESG Committee and Vice Member - CSR & ESG Committee and
Chairman & Managing Director and CEO Executive Director & CFO
(DIN: 08335591) (DIN: 09194547)
May 23, 2024 Thane Thane

53
 Bayer CropScience Limited Annual Report 2023-24

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, 2024.

I. Conservation of Energy b. Steps taken for utilising alternate sources

a. Energy conservation measures at plants of energy & Capital Investments on
located across India: Energy/Water conservation equipment:
• Installed high efficiency bead mill on one • From July 2023, 50% renewable energy
of the Suspension Concentrates line to is being used against power demand by
improve the Suspension Concentrates making Power Purchased Agreement
formulation efficiency. (Himatnagar) (PPA) with renewable power producer
company (Solar + Wind hybrid model)
• Reduced batch time cycle for Suspension and Uttar Gujarat Vij Company Ltd.
Concentrates formulation around 10% (Himatnagar)
resulted in energy saving through
Suspension Concentrates efficiency • 
Capital Investment for bead mill:
improvement projects. (Himatnagar) ` 30.31 Million. (Himatnagar)

• 
Formulation automation project which • Installation of new ETP Plant with both
includes installation of two 45m3 storage Biological and chemical ETP plant
tank resulted in less consumption of replacing the old Biological ETP plant:
diesel which directly impacted less CO2 ` 1.43 Million. (Silvassa)
emission of energy. (Silvassa)
• Installation of sanitary vending machine
• The loading activities relating to finished for women’s along with the small
goods have been centralised at Plant incinerator plant. (Silvassa)
instead of loading of finished goods from • 
Capital Investment made in drum
warehouse which involved movement of decanting system at the drum yard to
finished goods from Plant to warehouse reduce the usage of drum multiple times
before loading. This resulted in less which resulted in reduction of greenhouse
consumption of diesel in carrier vessel gas due to no usage of carrier vessel to
and forklift. (Silvassa) transfer the drums from drum storage
area to formulation area: ` 15.80 Million.
• 
Replaced old sheller with new (Silvassa)
energy-efficient sheller at parent seed
dryer thereby reducing 20% of energy • Installed 620kWp on ground solar plant in
consumed in shelling. (Shamirpet) partnership with BECIS, India as a BOT
model which generates about 850MW
Replaced old HVAC system of admin
•  of green energy per annum offsetting
building with new energy-efficient model 650MT of GHG emissions. (Shamirpet)
which reduces energy consumption upto
II. Technology Absorption
10-15%. (Shamirpet)

• Installed energy-efficient dust collector at Efforts made towards technology absorption and
parent seed plant processing line which the benefits derived are as under:
is 10% energy-efficient. (Shamirpet)
1. Specific Areas:
• 
Replaced old 33kV HT transformer  The Company continues to provide novel,
with new class-2 model which is 3-5% innovative and effective crop protection products
energy-efficient. (Shamirpet) and solutions, greatly benefiting the Indian farming

54
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

community, to keep pace with the dynamic and successfully launched the product for the
scenario and enhance food productivity as a management of wide spectrum of disease in Rice
leader in Innovation and Excellence. As a part Chilli and Onion crops.
of ongoing research and development activities,
the Company is evaluating number of early phase 
The Company also successfully secured
compounds which are under global development registration another innovative mixture registration
and with the prospect of introduction of some of Insecticide product “Makau” (Tetraniliprole
promising compounds in India. Further, new 10.08% w/w + Thiacloprid 30.25% w/w SC) for
molecules and mixtures are also being evaluated use in Rice crop for the control of Stem borer and
for use in variety of agricultural and horticultural Leaf folder.
crops, covering a wide spectrum of pest and
disease segments and Public Health and Hygiene 
Besides, the Company obtained the Me-too
purposes, to assess the suitability of product for registration of “Curbix Pro” (Ethiprole 10.7% +
marketing business. Pymetrozine 40% WG) for the control of Brown
Planthopper and White Backed Planthopper in
Crop Protection Rice crop.
We are committed to bring in new innovations for
protecting plant health and to support our growers 
Further, BCSL also achieved approvals for
in securing higher yields thereby creating better extending the use of several existing products in
and more sustainable farming systems in future. key crops like Tomato, Onion, Cucumber, Green
Peas, Chilli, Wheat, Soybean, Cotton, Sugarcane,
In continuation with the innovation journey, BCSL Grape, Apple and in plantation crops like Coffee
conducted 920 field experiments across the and Tea. The company also secured the approval
country in 30 crops, including major field crops of Vayego in Rice for application through drone.
and horticultural crops, and tested more than
65 products. These innovations mainly include 
The Company has also complied with the
evaluation of early-stage chemical compounds, requirement of National Maximum Residue
biologicals, plant growth regulators and nutrient Limits fixation in crops (food commodities), a
complex for the effective management of prerequisite for registration and introduction of
insects, diseases, weeds and overall plant new agrochemical products or for introduction of
health. These experiments will help us advance existing products on new crops.
and propose new innovations for the farmers in
managing different challenges due to emerging 
Moreover, in order to continue to provide
pests and diseases that are the major cause of innovative and effective solutions to the farmers,
yield loss for them. the Company has submitted applications for
registration of five new innovative products
BCSL has collaborated with more than 60 State including four insecticides and one herbicide
Agriculture Universities and ICAR institutes for product. The availability of these will help Indian
evaluation of crop protection innovations in different farmers in effective management of economically
crops through over 325 experiments in project important pest/weeds in cereals and vegetable
mode. 464 study reports were utilised as part of the crops.
dossier submission to Central Insecticide Board
and Registration Committee (CIB-RC) which will W.r.t submission of label extensions for existing
help BCSL to secure registration approvals in key products, 29 new label extension applications
the years ahead. The Company has also worked were submitted for use through conventional
on Drone Application Technology for safe and sprayer use and 14 label extension applications
sustainable use of crop protection innovations for drone use.
in partnership with these universities and ICAR
institutions, which will help to improve applicator With the focus on improving productivity, quality of
safety and efficiency of the existing products. the produce and return on investment of farmers,
the Company is developing package solution from
During the year, the Company has secured the ‘seed to harvest’ in key agriculture and horticulture
registration of the novel fungicide mixture product crops like rice, cotton, fresh fruits and vegetables.
‘Acerbo’ (Fluopyram 250+Trifloxystrobin 250 SC) The Company continuously provides guidance

55
 Bayer CropScience Limited Annual Report 2023-24

and inputs to the farming community on safe BCSL Corn Breeding team made significant
and judicious use of pesticides through various progress in digital data capture in Breeding trials.
Stewardship and Sustainable Agriculture projects. It deployed UAVs to capture population counts
The Company also supports a helpline dedicated through digital imaging.
to the farming community with the aim to help
them seek clarifications on appropriate use of its BCSL has put in additional efforts in the area of
products. plant health, considering uncertain weather and
growing agro-climatic challenges faced by Indian
Seeds (Corn) farmers, to protect yield and to enhance resistance
The year 2023 was a great year for Corn business, to pest and diseases in Corn germplasm.
as historically the highest Corn Seed sales Plant health team developed and established:
helped BCSL’s DEKALB brand of Corn retain 1st
position for the 2nd consecutive year in Corn Seed • 
Corn FSR Seedling assay screening
industry. New launches DKC9208 (Spring North protocol under greenhouse conditions,
market) and DKC9217 (Rabi South market) have which increased efficiency and quality data
grown significantly in volume. generation.

For Breeding, it was yet another year of new digital • 

Ear rot lab assay POC for early pipeline
tools’ implementation in Breeding advancement screening for Fusarium ear rot.
decisions, application of AI and New Breeding
methodologies. Implementation of Quantitative • Digital disease guide and dashboard for data
Genetic Framework (QGF) paved way for visualisation.
choosing genomic selections early in the breeding
cycle without assessing them in the field testing • Molecular diagnostics and mapping of stalk
thereby increasing the speed of the breeding rots pathogens across India to monitor
cycles to tap higher genetic gain. Double sparse disease spread across India.
testing of pipeline enhanced field-testing efficiency
by allowing Breeding team to test large number of • Disease Viewer tool for product advancements
alleles in wider geographies in order to improve and
genomic predictions continuously and to enhance
• 
GAIA, a pathogen inventory tracking and
the predictability of performance of new lines
management tool.
under diverse growing conditions across wider
geography. The foundation for new breeding
During the year under review, BCSL deployed
methods like Continuous Cycling (CC) was laid to
3 Corn hybrids namely DKC9256 and DKC9260
increase the breeding cycles by 10 to 15 times and
for DEKALB Brand and IX8281 for Licensing.
to meet the future challenges arising on account
DKC9228 was launched in Maharashtra and it
of global warming and uncertain weather. A large
was appreciated by the farmers in Maharashtra.
number of data points for key agronomically
important traits captured through prescriptive BCSL added a greater number of Corn products
phenotyping and producibility experiments of early to its 2nd Brand “Xellano” in order to help many
pipeline could now be used in Genomic evaluation smallholder farmers reap the benefits of
models. Technology and Innovation at affordable price.
Under this Brand, Bayer deployed DKC8174,
The Company’s Breeding team crossed another 9222C & 9243C for Kharif Corn markets.
milestone in kicking off Abacus-Bio Project for DKC8211 was launched under Xellano brand,
gathering customer insights and feedback for and it was appreciated by the farmers across
building Bio-economic indices which can be North and Eastern Kharif Corn markets.
incorporated in designing tailormade customer
solutions for a given market segment. BCSL made Under All India Coordinated research project for
significant progress in the development of Short Maize, Govt. of India, Central variety release
Stature Corn (SSC) by coding more than 600 Committee (CVRC) notified DKC9215 for Central
parental lines and advancing more than 20 lines in West India (Zone 5) and DKC8211 for Hilly areas
various segments. of India (Zone 1).

56
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

The details of new launches are given below: regulatory data protection. In future, the Company
plans to introduce high technology products in the
• DKC9228 launched for irrigated markets of
country.
Maharashtra. Its short plant type, uniform
ear size, high kernel row number, good grain Expenditure on Research and Development
colour and high yield caught the attention of
farmers in various sales demon plots. ` in Million
a. Capital 184
• DKC8211 launched for rainfed and support
irrigated Kharif markets of Uttar Pradesh, b. Recurring 685
Jharkhand and Bihar. Its medium to early Total a. + b. 869
maturity coupled excellent grain colour and
Total R&D Expenses are 1.70% of the
fitment in multi crops per annum systems
Revenue from Operations
made it popular in short time.

etails on Information regarding imported

D III. Foreign Exchange Earnings and Outgo
technology (imported during the last three
years): (i) Information relating to exports is contained in
the Directors’ Report.
• Arable devices for capturing real-time weather
and soil data. (ii) Total foreign exchange utilised and earned*:
• 
UAV-based imaging for plant count data ` in Million
capture.
Particulars
• 
New breeding tools like QGF to increase
Value of imports on C.I.F. Basis 553
speed of breeding cycles.
Expenditure in Foreign Currency 130
• 
Double sparse testing to improve product
testing efficiency. Earnings in Foreign Exchange
Export of Goods calculated on 562
2. Future Plans: FOB Basis
 India’s membership to the Organisation for
Economic Co-operation & Development (OECD) Recoveries from Group 291
is resulting in regulatory data harmonisation/ Companies
acceptance and helping to move towards * It includes all inward and outward ` denominated
transactions.

57
 Bayer CropScience Limited Annual Report 2023-24

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 2023-24.

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 Bayer AG is the ultimate holding company of Bayer
relationship CropScience Limited.
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 from
transactions including the value, if any Group Companies, Professional and Support charges
incurred and Purchase of Fixed Assets
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

For and on behalf of the Board of Directors

Simon-Thorsten Wiebusch Simon-Johannes Britsch

Vice Chairman & Managing Director and CEO Executive Director & CFO
(DIN: 08335591) (DIN: 09194547)
May 23, 2024 Thane Thane

58
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

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, 2024:
Sr. Name of the Designation Ratio of remuneration of Percentage
No. Director/KMP each Executive Director to increase in
median of remuneration of remuneration
Employees1
1. Mr. Duraiswami Vice Chairman & Managing 26:1 2.6%
Narain** Director and Chief Executive
Officer (till October 31, 2023)
2. Mr. Simon-Thorsten Vice Chairman & Managing 47:1 3%
Wiebusch** Director and Chief Executive
Officer (w.e.f. November 01,
2023)
3. Mr. Simon Britsch Executive Director & Chief 38:1 3%
Financial Officer
4. Mr. Nikunjkumar Company Secretary & 4:1 10.0%
Savaliya Compliance Officer
1 Remuneration paid to Executive Director is calculated on the basis of actual amount paid during the period of active service
** 
Mr. Duraiswami Narain resigned from the position of Vice Chairman & Managing Director and CEO w.e.f October 31, 2023.
Mr. Simon-Thorsten Wiebusch was Whole-time Director for the period April 01, 2023 upto October 31, 2023. However, he was
appointed as Vice Chairman & Managing Director and Chief Executive Officer w.e.f. November 01, 2023.

b. The percentage increase in the median remuneration of employees in the financial year:
9.5%

c. The number of permanent employees on the rolls of the Company:

1,317

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 9.5%

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.

59
 Bayer CropScience Limited Annual Report 2023-24

ANNEXURE “E”

FORM NO. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, Complied with the statutory provisions listed

(i) 
The Members, hereunder; and
Bayer CropScience Limited
Bayer House, Central Avenue, (ii) 
Board processes and compliance mechanisms
Hiranandani Estate, Thane (West) - 400607. are in place to the extent, in the manner and
subject to the reporting made hereinafter.
We have conducted the Secretarial Audit of the
compliance of applicable statutory provisions The members are requested to read this report along
and the adherence to good corporate practices with our letter of even date annexed to this report as
by Bayer CropScience Limited having CIN:- Annexure-A.
L24210MH1958PLC011173 (hereinafter called “the
Company”) for the financial year ended March 31, 1. Compliance with Specific Statutory
2024 (the “Audit Period”/“Period under review”).
Provisions
We have conducted the Secretarial Audit in a We further report that:
manner that provided us with a reasonable basis for 1.1 
We have examined copies of the books,
evaluating the Company’s corporate conducts/statutory papers, minutes books, forms and returns
compliances and expressing our opinion thereon. filed and other records maintained by the
Company, returns filed and compliance
We are issuing this report based on: related action taken by the company and
other records maintained and furnished to us,
(i) Our verification of the Company’s books, papers,
during the period under review, according to
minutes books, copies of various records,
the applicable provisions/clauses of:
copies of minutes of the meetings of the Board
of Directors of the Company (the Board) and (i) The Companies Act, 2013 (the “Act”) and
Committee thereof, forms and returns filed and the Rules made thereunder;
records provided through virtual data room and
other records maintained by the Company and (ii) 
The Securities Contracts (Regulation)
furnished to us all compliance-related actions Act, 1956 (“SCRA”) and the Rules made
taken by the Company during the financial year thereunder;
2023-24 as well before the issue of this report;
(iii) 
The Depositories Act, 1996 and the
(ii) Compliance certificates confirming compliance Regulations and Bye-laws framed
with corporate laws as applicable to the Company thereunder;
as given by the Key Managerial Personnel/Senior
Managerial Personnel of the Company and taken (iv) Secretarial Standards relating to Board
on record by the Company’s Audit Committee/ Meetings and General Meetings issued
Board of Directors; and by The Institute of Company Secretaries
of India (“Secretarial Standards”) and
(iii) Representations made, documents produced and notified by the Central Government
information provided by the Company, its officers, under Section 118 (10) of the Act which
agents and authorised representatives during our have mandatory application;
conduct of Secretarial Audit.
(v) 
Foreign Exchange Management Act
We hereby report that, in our opinion, during the Audit (“FEMA”), 1999 and the Rules and
Period covering the financial year ended March 31, Regulations made thereunder to the
2024, that the Company has: extent of Foreign Direct Investment;

60
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

(vi) The following Regulations and Guidelines (SS-2) mentioned under paragraph
prescribed under the Securities and 1.1 (iv) above, which are applicable
Exchange Board of India Act, 1992 to the meetings of the Board,
(“SEBI Act”) Committees constituted by the
Board held during the year, the 65th
a. The Securities and Exchange Board
Annual General Meeting (AGM)
of India (Substantial Acquisition of
held on August 17, 2023 and the
Shares and Takeovers) Regulations,
circular resolutions conducted by the
2011;
Company. The compliance of the
b. 
The Securities and Exchange provisions of the Rules made under
Board of India (Prohibition of Insider the Act with regard to participation of
Trading) Regulations, 2015*; Directors through video conference
for the Board/Committee meeting(s)
c. 
The Securities and Exchange
held during the year, were verified
Board of India (Listing Obligations
based on the minutes of the
and Disclosure Requirements)
meetings provided by the Company.
Regulations, 2015
d. 
The Securities and Exchange c. 
During the year under review, the
Board of India (Depositories and Company has received two (2)
Participants) Regulations, 2018; complaints under The Sexual
e. The Securities and Exchange Board Harassment of Women at Workplace
of India (Registrars to an Issue and (Prevention, Prohibition and
Share Transfer Agents) Regulations, Redressal) Act, 2013 (“POSH
1993 regarding the Companies Act Act, 2013”), and at the end of
and dealing with client. the year none of the cases are
*The Company has also maintained a Structured
under investigation by the Internal
Digital Database (“SDD”) pursuant to the requirement Complaints Committee.
of Regulation 3(5) and 3(6) of The Securities and
Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. 1.3 
During the audit period under review,
provisions of the following Acts/Regulations
1.2 
During the period under review, and also were not applicable to the Company:
considering the compliance related to action
taken by the Company after March 31, 2024, (i) 
Foreign Exchange Management Act,
but before the date of issue of this report, the 1999 and the Rules and Regulations
Company has, to the best of our knowledge made thereunder to the extent of
and belief and based on the records, Overseas Direct Investments and
information, explanations and representations External Commercial Borrowings;
furnished to us:
(ii) The Securities and Exchange Board of
(i) Complied with the applicable provisions/ India (Issue of Capital and Disclosure
clauses of the Acts, Rules, Regulations, Requirements) Regulations, 2018;
Guidelines and Secretarial Standards as
mentioned above. (iii) 
The Securities and Exchange Board
of India (Delisting of Equity Shares)
(ii) 
Generally complied with the applicable Regulations, 2021; and
provisions/clauses of:
(iv) 
The Securities and Exchange Board
a. The acts and rules mentioned under of India (Buyback of Securities)
paragraph 1.1; and Regulations, 2018;

b. 
The Secretarial Standards on (v) 
The Securities and Exchange Board of
meetings of Board of Directors India (Share Based Employee Benefits
(SS-1) and on General Meetings and Sweat Equity) Regulations, 2021.

61
 Bayer CropScience Limited Annual Report 2023-24

1.4 
We have also examined, on test-check Officer of the Company w.e.f. October 31,
basis, the relevant documents and records 2023, due to resignation.
maintained by the Company and provided to
us with respect to the following Statute which 3.  Cessation of office of Mr. Simon
a. 
is applicable to the Company: -Thorsten Wiebusch (DIN: 08335591),
as the Whole-Time Director of the
a. 
The Insecticides Act, 1968 and the Company w.e.f. October 31, 2023, due
Insecticides Rules 1971; and to resignation.

b. 
The Seeds Act, 1966 and the Seeds b. 
Appointment of Mr. Simon-Thorsten
Rules, 1968. Wiebusch (DIN: 08335591), as the
Vice Chairman & Managing Director
2. Board Processes of the Company: and Chief Executive Officer of the
Company by the Board of Directors at
We further report that:
its meeting held on August 28, 2023
2.1 The Board of Directors of the Company as on w.e.f. November 01, 2023, the same was
March 31, 2024 comprised of: approved by members on January 03,
2024 through postal ballot.
(i) Mr. Simon Johannes Britsch (DIN: 09194547)
Executive Director and Chief Financial Officer
Cessation of office of Dr. Harsh Kumar
4. 
(ii) 
Mr. Simon Thorsten Wiebusch (DIN: Bhanwala (DIN: 06417704), as the
08335591) Vice Chairman & Managing Non-Executive Independent Director of the
Director and Chief Executive Officer Company w.e.f. February 01, 2024 due to
resignation.
(iii) 
Dr. Thomas Hoffmann (DIN: 06485949)
Non-Executive Non-Independent Director Cessation of office of Mr. Brian Naber
5. 
(DIN: 09115300), as the Non-Executive
(iv) 
Dr. Miriam Holstein (DIN: 10458293) Non-Independent Director of the Company
Non-Executive Non-Independent Director w.e.f. February 01, 2024 due to resignation.
(v) Mr. Pankaj Ramanbhai Patel (DIN: 00131852)
6. 
Appointment of Dr. Miriam Holstein
Non-Executive Independent Director
(DIN: 10458293), as an Additional
(vi) 
Mr. Sekhar Natarajan (DIN: 01031445) Non-Executive Non-Independent Director of
Non-Executive Independent Director the Company w.e.f. February 01, 2024, the
same was approved by the members on
(vii) Ms. Ketaki Sanat Bhagwati (DIN: 07367868) March 25, 2024 through postal ballot.
Non-Executive Independent Director
2.3 
Adequate notice(s) with Agenda and the
2.2 
T he processes relating to the following detailed notes to Agenda of at least seven
changes in the composition of the Board of days was given to all the directors to enable
Directors and Key Managerial Personnel them to plan their schedule for the meetings
during the Audit Period were carried out in of the Board and the Committees constituted
compliance with the provisions of the Act by the Board, and where the same were given
and SEBI (Listing Obligations and Disclosure at the shorter notice than seven days, more
Requirements), Regulations 2015: than one Independent Director was present at
the Board Meeting as required under Section
1. 
Re-appointment of Mr. Brian Naber (DIN: 173(3) of the Companies Act, 2013 and
09115300), as a Director of the Company, Secretarial Standards, to enable them to plan
liable to retire by rotation, at the 65th Annual their schedule for the meetings of the Board
General Meeting held on August 17, 2023. and the Committees constituted by the Board.
2. Cessation of office of Mr. Duraiswami
2.4 
A system exists for directors to seek and
Narain (DIN: 03310642), as the Vice Chairman
obtain further information and clarifications
& Managing Director and Chief Executive

62
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

on the agenda items before the meetings and f. 

On December 15, 2023, the Company
to ensure their meaningful participation at the has received an order from the Office of
meetings. Commissioner of Customs, Centralised
Adjudication Cell, Maharashtra imposing
2.5 We note from the minutes examined that, at penalty of ` 100 Million under the Customs
the Board meetings held during the year: Act, 1962.

(i) 
Decisions were taken through the g. 
On December 20, 2023, Company has
majority of the Board; and received order from Assistant Commissioner
of State Tax, Bihar imposing penalty of
(ii) No dissenting views were expressed by ` 2.01 Million.
any Board member on any of the subject
matters discussed, which were required h. 
On December 21, 2023, Company has
to be recorded as part of the minutes. received order from Assistant Commissioner
of State Tax, Guwahati, Assam imposing
3. Compliance Mechanism penalty of ` 0.97 Million.

There are reasonably adequate systems and
i. 
On January 1, 2024, the Company has
processes prevalent in the Company, which are
received an order from Assistant
commensurate with its size and operations, to
Commissioner of State Tax, Guwahati, Assam
monitor and ensure compliance with all applicable
imposing penalty of ` 10,000/- for SGST &
laws, rules, regulations and guidelines.
` 1,73,893/- for CGST.
During the year, Company has received orders j. On January 1, 2024, the Company has received
from various authorities which are as follows: an order from Assistant Commissioner of
GST & Central Excise, Salem, Tamil Nadu
a. On November 15, 2023, the Company has imposing penalty of ` 8,26,412/- for IGST,
received an order from C.G.S.T. & Central ` 10,000/- for SGST & ` 10,000/- for CGST.
Excise, Kolkata North Commissionerate
(West Bengal), regarding the tax demand of k. 
On January 11, 2024, the Company
` 3.01 Million plus a penalty of ` 0.30 Million. has received an order from Assistant
Commissioner of Central GST & Central
b. On November 15, 2023, the Company has Excise, Guwahati, Assam imposing penalty
received an order from Central Goods & of ` 4,31,385/- in terms of Section 73(9) of the
Service Tax, Jaipur (Rajasthan), regarding CGST Act, 20l7/Assam GST Act, 2017.
tax demand of ` 8.55 Million plus a penalty of
` 8.55 Million. l. On March 6, 2024, Company has received
an order from Additional Commissioner of
c. On November 16, 2023, the Company has Central Tax – Jaipur, Rajasthan imposing
received an order from C.G.S.T. & Central penalty of ` 2,29,490/-.
Excise, Commissionerate Indore (Madhya
Following compounding orders have been
Pradesh) regarding the tax demand of ` 15.02
received by the Company:
Million plus a penalty of ` 38.26 Million.
a. On May 29, 2023, Company has received
d. On December 13, 2023, the Company has a compounding order from Inspector of
received an order from Central Goods & Legal Metrology ILM, Washim Division
Service Tax, Ranchi – Jharkhand, regarding Maharashtra with the penalty ` 1,10,000/-
tax demand of ` 55,895 plus interest of on Company and concerned persons.
` 57,851/- and a penalty of ` 10,000/-.
b. 
On December 11, 2023 Company has
e. 
On December 13, 2023, Company has received a compounding order from
received order from Central Goods & Inspector of Legal Metrology ILM,
Service Tax, Cuttack – Orissa regarding Tax Washim Division Maharashtra with the
demand of ` 8.06 Million plus a penalty of penalty ` 50,000/- on Company and
` 8.06 Million. concerned persons.

63
 Bayer CropScience Limited Annual Report 2023-24

4. Specific Events/Actions ` 4,719 Million and the same was paid

within prescribed timeline.
4.1 During the year under review, the following
specific events/actions, having a major For BNP & Associates
bearing on the Company’s affairs took place: Company Secretaries
[Firm Regn. No. P2014MH037400]
a. The Board of Directors of the Company [PR No.: - 637/2019]
at their meeting held on November 03,
2023, had declared an Interim Dividend
Avinash Bagul
of ` 105/- per Equity Share of face value Partner
of ` 10/- each, payable to all beneficial
FCS No.: -F5578
members of the Company, as on
Place: Mumbai COP No.: -19862
record date November 16, 2023, for the
Date: May 23, 2024 UDIN: F005578F000429188
financial year 2023-24 aggregating to

64
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Annexure A to the Secretarial Audit Report for the financial year

ended March 31, 2024

To,
The Members,
Bayer CropScience Limited
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.

We have considered compliance related actions taken by the company based on independent legal/
3. 
professional opinion obtained as being in compliance with law.

4. We have verified the secretarial records furnished to us on a test basis to see whether the correct facts are
reflected therein. We have also examined the compliance procedures followed by the Company. We believe
that the processes and practices we followed, provide a reasonable basis for our opinion.

5. We have not verified the correctness and appropriateness of financial records and books of accounts of the
Company.

6. We have obtained the management’s representation about the compliance of laws, rules and regulations and
happening of events, wherever required.

7. 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
FCS No.: -F5578
Place: Mumbai COP No.: -19862
Date: May 23, 2024 UDIN: F005578F000429188

65
 Bayer CropScience Limited Annual Report 2023-24

ANNEXURE “F”

Dividend Distribution Policy

Background and Applicability • Liquidity position and future cash lows needs.
This policy is being adopted and published in
• Fund requirements to finance the working capital
compliance with Securities and Exchange Board of
needs of the business.
India (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2016. SEBI via
• Opportunities for investments of the funds of the
its notification dated July 8, 2016, introduced a new
Company to capture future growth in the industry,
regulation 43A which prescribes that the top five
e.g. capital expenditure, etc.
hundred listed entities based on market capitalisation
(calculated as on March 31 of every financial year) shall
• 
Funding requirements for any organic and
formulate a dividend distribution policy which shall be
inorganic growth opportunities to be pursued by
disclosed in 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
The objective of this Policy is to ensure the right balance • Prevailing legal requirements, regulatory conditions
between the quantum of dividend paid and amount of or restrictions laid down under the applicable laws
profits retained in the business. The focus will continue including tax laws.
to be on sustainable returns, through an appropriate
capital strategy for both medium term and longer The Board may declare interim dividend(s) as and
term value creation. Accordingly, the Board follows a when they consider it fit, and recommend final dividend
dynamic dividend policy, considering the immediate to the shareholders for their approval in the annual
and long-term needs of the business. Towards this end, general meeting of the Company.
the Policy lays down parameters to be considered by
the Board of Directors of the Company for declaration In case the Board proposes not to distribute the profit,
of dividend from time to time. the reasons thereof and information on utilisation of
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
financial parameters and/or internal & external Retained Earnings
factors before declaring dividend(s) or recommending Retained Earnings may be used for corporate actions
dividend(s) to the shareholders: in accordance with applicable law and for investments
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
otherwise considered appropriate by the Board at The Policy shall be reviewed as and when required
its discretion. to ensure that it meets the objectives of the relevant
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.

66
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

CORPORATE GOVERNANCE REPORT

1. 
Company’s Philosophy on Corporate the guidelines for ethical conduct by the Directors
Governance and its employees. To maximise transparency,
we provide regular and timely information on the
Bayer CropScience Limited (“BCSL”) believes Company’s corporate position and significant
in strong Corporate Governance that upholds its changes in the business activities to shareholders,
goodwill, enhances long-term shareholder value financial analysts, media and general public.
and protects the interest of its stakeholders.
Good Corporate Governance is a key pillar of its Corporate Compliance
growth strategy that ensures that the business is
The Company is consistently focussed on creating
run in a legal, ethical and transparent manner.
the best Bayer for our stakeholders. Keeping our
The Corporate Governance practices adopted by
customers at the centre is integral for growth
the Company goes beyond the legal requirements
and so is adherence to all the applicable laws
and are derived from the Company’s vision and
and regulations, thereby securing our licence-to-
common values, which form the basis of the
operate. To deliver this commitment, each of our
mutually respectful working relationship between employees are empowered as well as responsible
the employees and the external partners. for ensuring the highest standards of compliance.

Dynamic Shared Ownership (DSO) is a The global compliance programme at Bayer is
new operating model which aims to drive a comprehensive framework dealing with
enterprise-wide impact by leveraging the regulations, processes, monitoring and
collective strengths of the team. It’s designed to training requirements as well as parameters.
enhance outcomes and value for all stakeholders, The implementation of this compliance
including farmers, investors and employees. programme is also audited at certain intervals to
DSO encourages creativity, collaboration, and a identify improvement areas, strengthen existing
sense of ownership in everyday work, aligning processes, and continuously improve on the same
with Bayer’s mission. At its core, DSO is about to meet the increasingly challenging and dynamic
fostering an environment where everyone can environment. A similar compliance programme
contribute to the shared mission and goals audit was recently undertaken wherein various
effectively. Guided by its Purpose - “Science for a processes were checked through extensive
better life”, the Company is committed to operating interviews, samples and documentation. The audit
sustainably and addressing its social and ethical outcome revealed a generally robust compliance
responsibilities as a responsible corporate citizen. management system that is supported by the
management and its functions as also certain
Corporate Governance at BCSL seeks to uphold areas where enhancement was possible.
Company’s core values with ethical business
conduct and a commitment to maximise value 
For issues or topics requiring assistance or
for all stakeholders and the Company over the evaluation, compliance professionals, at local
long-term through innovation-driven projects, level as well as part of a regional hub cater to
aimed at promoting sustainable business activity. the needs of the changing and challenging legal
This is supported by the Board of Directors landscape. These experts support business in
commitment to a responsible and transparent style making well-informed, compliant decisions on
of management and supervision. The Company varied topics ranging from antitrust to data privacy.
is also continuously striving towards improving Awareness on relevant compliance topics is
people’s quality of life, by providing an adequate constantly created through web-based trainings,
supply of high-quality food and feed. online/physical sessions, emailers, Integrity
Day celebrations, etc. to keep the momentum

The Company believes in the importance of growing. A Compliance & Data Privacy Committee
building stakeholder trust, attained by adhering comprising senior management representatives
to the highest levels of ethical business practices, of different functions acts as the apex body for
as embodied in the Bayer Code of Conduct and strategic compliance topics and boosts advanced
Corporate Compliance Policy, which lays down compliance processes in the Company.

67
 Bayer CropScience Limited Annual Report 2023-24

In line with the new global operating model of expertise, as well as management and leadership
Bayer which prioritises outcomes, collaborations, experience needed for the given task.
co-creation, evolution and authenticity, Bayer
recently unveiled a new Code of Conduct (“Code”) 
The Board operates within a well-defined
which replaces the long-standing Corporate framework, which enables it to discharge its
Compliance Policy. Trust as an attribute is crucial responsibilities and duties of safeguarding the
for any organisation and through this Code, interests of the Company, thereby enhancing
it is iterated to every employee that our stakeholder value. The Board has identified certain
success depends on the trust of our customers, core skills and competencies which are required
stakeholders and society, which must be in the context of the business, viz. understanding
continuously earned by acting in accordance with of governance, strategy, regulatory, fiduciary
laws, internal regulations and ethical principles. and ethical requirements, financial knowledge,
The Code is designed on three key aspects – integrity, credibility, trustworthiness, strong
(1) How we interact with Customers, Patients interpersonal skills, inter-cultural management
and Consumers (2) How we work together and willingness to address issues proactively and
(3) How we engage with Stakeholders. It outlines has demonstrated all the required core skills as
our commitments, minimum standards of well as competencies.
compliance and guidance on achieving the same.
Contemporary in nature, this Code amongst 
The Company’s Board composition comprises
others, touches upon responsible use of Artificial highly experienced persons of repute, eminence
Intelligence, dealing with security incidents, and has a good and diverse mix of Executive,
including e-crime, respecting individual’s right Non-Executive & Independent Directors including
to privacy and counterfeit protection. This Code an Independent Woman Director. The Board
provides necessary information, resources and composition is in line with the applicable provisions
advice to prevent violations of the law or company of the Companies Act, 2013 (“the Act”) and
regulations. It does however also encourage Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
reporting of any actual or suspected compliance
Regulations, 2015, (“SEBI Listing Regulations”)
violation to the Speak Up channel with an
as amended from time to time. As on the date of
assurance of non-retaliation. The Speak Up
this Report, the Board consists of total seven (7)
channel can be activated through email, web
Directors, of which two are Executive Directors,
reporting or hotline numbers capable of receiving
three are Non-Executive Independent Directors,
complaints anonymously, which are then assessed including an Independent Woman Director, and
and investigated in a timely manner. two are Non-Executive Non-Independent
Directors. None of the Directors of the Company
2. Board of Directors are related to each other. The number of
Bayer CropScience Limited is a professionally Directorships, Committee Memberships/
managed Company, which functions under the Chairmanship of all Directors is within respective
overall supervision of the Board of Directors limits prescribed under the Act and SEBI Listing
(“Board”). The Board operates with the goal of Regulations. All Directors have made necessary
sustainably increasing the Company’s enterprise disclosures regarding their Committee positions
value and achieving defined corporate objectives. and Directorships which were placed before the
Board at a duly convened meeting.
The Board, along with its committees, plays a
fundamental role in upholding and nurturing The details of each member of the Board along
the principles of good Corporate Governance. with the number of their Directorship(s)/Committee
Board members have the requisite professional Membership(s) are provided herein.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Directorship(s) in other companies/committee position as on March 31, 2024

Sr. Name of Category No. of No. of Directorship(s) No. of other Committee
No. Director Directorship(s) held in listed Memberships2
held in other companies other than Chairperson Memberships
companies1 BCSL and category of
Directorships
1. Mr. Pankaj Non-Executive 3 • Zydus Lifesciences 1 1
Ramanbhai Independent Limited (earlier Cadila
Patel, Director Healthcare Limited) –
Chairman Executive Director
 Nirma Limited –
Non-Executive Non-
Independent Director
 Torrent Limited –
Non-Executive
Independent Director
2. Mr. Simon- Vice Chairman - - - -
Thorsten & Managing
Wiebusch* Director and CEO
3. Mr. Simon- Executive Director - - - -
Johannes & CFO
Britsch
4. Ms. Ketaki Non-Executive - - - -
Sanat Independent
Bhagwati Director
5. Dr. Thomas Non-Executive - - - -
Hoffmann Non-Independent
Director
6. Mr. Sekhar Non-Executive 2  Ingersoll-Rand 2 1
Natarajan Independent (India) Limited –
Director Non-Executive
Independent Director
 Colgate-Palmolive
(India) Limited –
Non-Executive
Independent Director
7. Dr. Miriam Non-Executive - - - -
Holstein Non-Independent
Director
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.
* Mr. Simon-Thorsten Wiebusch resigned as the Whole-time Director with effect from October 31, 2023, and was appointed as the Vice
Chairman & Managing Director and Chief Executive Officer with effect from November 01, 2023.

Skills & Description

In terms of requirement of Listing Regulations, the Board has identified the following skills/expertise/competencies
of the Directors as given below:

Business Leadership and Management – Leadership experience in large/global organisations,


M & A, leading organisation with understanding external environment changes, sustainable business
development and expansion, experience in customer insights, marketing and innovation and leading
business in different geographies/markets.

69
 Bayer CropScience Limited Annual Report 2023-24

 trategy Development and Insight – Experience in developing long-term strategies to sustainably

S
grow business, profitability and competitively, digital technologies in diverse business environments
and highly regulated changing environment.

Agri Business – Knowledge of overall agriculture sector and the rural economy involving farmers,

expertise in driving Value Chain Partnerships, Smallholder farming and Sustainability, emerging
business opportunities and risks.

Governance, Risk and Compliance – Expertise of the corporate governance principles, Board

accountability, Regulatory and Risk Management, internal control and emerging local and global trends.

Finance and Accounts – Experience in handling financial management along with an understanding

of accounting and financial statements.
All the Directors of the Company possess the above-mentioned skills and description as identified by the
Board.

Board Independence Director resigned from the position on February 01,

The Company’s Corporate Governance framework 2024, due to his joining on the Board of HDFC
is steered by the belief that Independent Directors Bank and personal commitments. Consequently,
play a vital role in bringing objectivity and he also stepped down as the Member of the Audit
transparency in the overall functioning of the Committee on the same date.
Company, and in enhancing the decision-making
process through valuable contributions. The Dr. Bhanwala confirmed through his resignation
Company’s definition of ‘Independence’ of letter that there were no material reasons for his
Directors is derived from Regulation 16(1)(b) of resignation other than those provided.
the SEBI Listing Regulations and Section 149(6)
of the Act. Certification from Company Secretary in
Practice

The Company has received the annual Mr. Avinash Bagul, Partner at BNP & Associates,
confirmation and disclosures from all the Practising Company Secretaries, has issued a
Non-Executive Independent Directors. All Non- certificate as required under the SEBI Listing
Executive Independent Directors comply Regulations, confirming that none of the Directors
with the requirements laid down by the SEBI on the Board of the Company has been debarred
Listing Regulations that are applicable to an or disqualified from being appointed or continuing
Independent Director and are professionals, with as directors of companies by the SEBI/Ministry of
expertise and experience in general corporate Corporate Affairs or any such statutory authority.
management, finance, accounting, legal and other The certificate is enclosed as an Annexure to this
allied fields. Apart from drawing sitting fees and Section.
commission, none of these Directors have any
other material pecuniary relationship or transaction 3. Board Procedure
with the Company, its Promoters and its
As part of a well streamlined and transparent
Management, which, in the judgement of the Board,
process, Board/Committee meetings are
would affect the independence of the Directors.
pre-scheduled and a tentative annual calendar

Based on the declarations received from the of Board and Committee meetings is circulated
Independent Directors, the Board confirms that to all Directors well in advance, to facilitate them
in its opinion, the Independent Directors fulfill to plan their schedule and to ensure meaningful
the conditions specified in the SEBI Listing participation at the meeting. However, in case of
Regulations and are independent of the a special and urgent business need, the Board’s
management. approval is taken by passing resolutions by
circulation, as permitted by law, which is noted
Resignation of an Independent Director and confirmed in the subsequent Board meeting.
Dr. Harsh Kumar Bhanwala (DIN: 06417704) who The notice of the Board meeting is given well in
was appointed as a Non-Executive Independent advance to all the Directors. The meetings are

70
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

governed by a detailed agenda. All issues included • Any sale of material nature of investments,
in the agenda are supported with comprehensive subsidiaries and assets, that is not in the
background information to enable the Board normal course of business
to take well-informed decisions. The agenda
papers, containing detailed notes on various • 
Quarterly details of foreign exchange
agenda items and other information that would exposures and the steps taken by the
enable the Board to discharge its responsibility Management to limit the risks of adverse
effectively, are circulated to the Directors in exchange rate movement, if material
advance. The Managing Director briefs the Board
on the overall performance of the Company. • Non-compliance of any regulatory, statutory
The Chairman of the Audit Committee briefs the or listing requirements and members’ service,
Board on important matters discussed at the such as non-payment of dividend, delay in
meetings of the Audit Committee. The statements share transfer etc.
of Shareholders’/Investors’ grievances received
and resolved are also placed quarterly before • Budget & business updates
the Board.
Board Support
The Company held five (5) Board Meetings during 
The Company Secretary of the Company is
the financial year 2023-24 and the gap between responsible for preparation of the agenda and
two meetings did not exceed 120 days. The dates convening the Board and Committee Meetings
on which the Board Meetings were held are and collating, reviewing and circulating the
May 24, 2023, August 07, 2023, August 28, 2023, information for the agenda items circulated to
November 03, 2023, and February 01, 2024. the Board and the Committees for consideration
thereof. The Company Secretary attends the
Information given to the Board meeting of the Board and the Committee and
In line with the Company’s total commitment to assures/advises the Board on the various
good governance and transparency, the Board compliances that need to be adhered to by the
has complete access to all information within the Company based on the different applicable
Company, which includes, amongst others, the regulations and ensures appropriate recording
following: and timely circulation of minutes of meetings.
• Quarterly and annual business performance Statutory Compliance Monitoring Tool
of the Company
The Company has in place a web-based Statutory
Minutes of meetings of Audit Committee and Compliance Monitoring Tool, which has been
other Committees of the Board implemented to ensure tracking of all the statutory
• Information on recruitment and remuneration & legal compliances needed to be followed by the
of senior officers just below the Board level, Company and is intended to provide the necessary
including appointment or removal of Chief assurance to the Board of Directors. The said tool
Financial Officer and the Company Secretary covers all the tasks that are applicable as per
the statutes at various plant locations, registered
• 
Show cause, demand, prosecution notices
and penalty notices, which are materially and corporate offices and regional offices,
important thereby, making the existing tool more robust and
comprehensive.
• 
Fatal or serious accidents, dangerous
occurrences, any material effluent or pollution
problems

71
 Bayer CropScience Limited Annual Report 2023-24

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, 2024,
and AGM held on August 17, 2023, is as under:

Sr. Name of Director Board Meetings Attendance

No. held in Director’s
Board Meeting Annual General
tenure
(including Meeting (held
attendance by video virtually)
conferencing)
1. Mr. Pankaj Ramanbhai Patel 5 3 Yes
2. Mr. Duraiswami Narain* 3 3 Yes
3. Mr. Sekhar Natarajan 5 5 Yes
4. Ms. Ketaki Sanat Bhagwati 5 4 Yes
5. Dr. Thomas Hoffmann 5 4 Yes
6. Dr. Harsh Kumar Bhanwala* 5 5 Yes
7. Mr. Simon-Johannes Britsch 5 5 Yes
8. Mr. Simon-Thorsten Wiebusch 5 4 Yes
9. Mr. Brian Naber* 5 2 Yes
10. Dr. Miriam Holstein** 1 1 Not Applicable
* Mr Duraiswami Narain tendered resignation from the Board w.e.f October 31, 2023, Dr. Harsh Kumar Bhanwala and Mr. Brian Naber
tendered resignation from the Board w.e.f February 01, 2024.
**Dr. Miriam Holstein was appointed as a Non-Executive Non-Independent Director with effect from February 01, 2024.

Disclosure of Relationship between Directors • 

Performance of Non-Independent Directors
inter se and the Board as a whole
As on March 31, 2024, none of the Directors of
the Company are in any way related to each other • 
Performance of the Chairperson of the
as per the definition of ‘relative’ specified under Company, considering the views of Executive
the Act. Directors and Non-Executive Directors


Number of shares held by Non-Executive • Quality, quantity and timeliness of flow
Directors of information between the Company
Mr. Sekhar Natarajan, Non-Executive Independent Management and the Board, that is necessary
Director holds 533 Equity Shares of ` 10/- each of for the Board to effectively and reasonably
the Company. No other directors of the Company perform its duties.
hold shares of the Company as on March 31,
2024. All the Non-Executive Independent Directors as on
the date of the meeting were present at the meeting
Meeting of Independent Directors of Independent Directors. The Independent
During the year, the Non-Executive Independent Directors expressed satisfaction at the governance
Directors of the Company met on February 01, process followed by the Company, the openness
2024, without the attendance of Executive and and transparency with which the Management
Non-Independent Directors and the members of discusses various subject matters as provided in
the Management. During the said meeting, the the agenda, as well as the information provided to
following points were discussed: them on a timely basis.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Board Evaluation In line with the provisions of the SEBI Listing
In accordance with the provisions of the Act and Regulations, the Company has adopted a
the SEBI Listing Regulations, the Company has familiarisation programme for its Non-Executive
adopted a comprehensive Performance Evaluation Independent Directors. The programme aims to
Policy (“the Policy”), which provides for evaluation provide the Independent Directors with insights
of the Board, the Committee of the Board, and the into the Company, to enable them to understand
Individual Directors, including the Chairman of the the Company’s business in detail and facilitate
Board. The criteria for Board Evaluation includes their active participation in Board proceedings.
the experience and qualification possessed by At the time of appointing an Independent Director,
the Directors, their relevant expertise that will be a formal letter of appointment is given to him/her,
of assistance to the Management in operating the which, inter alia, explains his/her, functions, roles,
Company’s business, integrity and accountability, duties and responsibilities, as well as the Board’s
as well as their judgement in bringing in objectivity expectations.
in the Board proceedings. The Policy also sets
independence standards for the Independent The Board members are apprised of the key
Directors to follow and adhere to. It also provides business initiatives undertaken by the Company
the procedure for evaluation of the Independent
and are taken through the processes and approach
Directors and the Board as a whole. The Policy
followed by the Company in Legal, Accounting,
is available on the website of the Company at
Internal Controls and Risk Management, Human
www.bayer.in.
Resources, Public Affairs and Sustainability
functions. The familiarisation programme of

During the year, a Board Evaluation was
conducted by the Company internally, and it the Board members gives them an opportunity
included the evaluation of the Board as a whole, to closely interact with the Senior Leadership
the Board Committees and the Directors, through and further provide them with better insight on
a questionnaire having qualitative parameters. important aspects related to the Company.
The evaluation process focussed on the various
aspects of the functioning of the Board and the The familiarisation programme for Independent
Committees, such as composition, experience Directors is uploaded on the Company’s website
and competencies, performance of specific duties under the Corporate Governance Section at
and obligations, governance issues, quality and www.bayer.in.
value of contributions etc. A separate exercise
was carried out to evaluate the performance of 4. Committees of the Board
the individual Directors based on criteria such
as attendance, contribution and independent The Company believes that the Committees of
judgement. the Board play an important role in its overall
governance structure. The Committees of the
As an outcome of the above exercise, it was Board function as a viable support system for the
noted that the Board as a whole is functioning as Board members in the discharge of their duties
a cohesive body and well engaged with different and responsibilities. The Company has all the
perspectives. The Board has a good focus on Statutory Committees in place. The Committees
extant issues such as performance, compliance have been constituted to deal with specific areas/
& controls and strategy. The Board members activities concerning the Company. The Board
discuss the key topics, play a very constructive Committees are set with clearly defined roles and
role and have a very collaborative approach. goals, which are crucial for the smooth functioning
of the Company. The Board is responsible for

Induction Programme for new Independent the actions of the Committees. The Chairman/
Director(s) & ongoing Familiarisation Chairperson of the respective Committees keep
Programme for all existing Directors the Board informed on the summary of the
Alignment of Directors to the Company’s strategic discussions held in various Committee Meetings.
plans and actions is integral to its value accretive The minutes of the meetings of all the Committees
growth trajectory. are placed before the Board for review.

73
 Bayer CropScience Limited Annual Report 2023-24

The Board has constituted the following Committees, which are mandatory under the applicable laws, rules
and regulations.

Constitution of the Committees as on March 31, 2024

Audit Committee Nomination and Corporate Social Stakeholders’ Risk
Remuneration Responsibility & Relationship Management
Committee Environmental, Committee Committee
Social and
Governance
Committee
Mr. Sekhar Ms. Ketaki Sanat Mr. Simon-Thorsten Mr. Pankaj Mr. Simon-
Natarajan - C Bhagwati - C Wiebusch - C Ramanbhai Patel Thorsten
-C Wiebusch - C
Ms. Ketaki Sanat Mr. Sekhar Mr. Pankaj Ramanbhai Mr. Simon-Thorsten Mr. Sekhar
Bhagwati - M Natarajan - M Patel - M Wiebusch - M Natarajan - M
Dr. Thomas Dr. Thomas Ms. Ketaki Sanat Mr. Simon- Mr. Amit Narkar
Hoffmann - M Hoffmann - M Bhagwati - M Johannes Britsch -M
-M
Mr. Simon-Johannes
Britsch - M
C – Chairman/Chairperson of the Committee
M – Member of the Committee

Audit Committee of whom two are Non-Executive Independent

Financial transparency is critical for sustained good Directors and one is a Non-Executive
corporate practices. An important link between the Non-Independent Director. The members of
Statutory and Internal Auditors, the Management the Audit Committee have relevant expertise in
and the Board, the Audit Committee provides accounting/financial matters.
necessary assistance to the Board in fulfilling its
responsibilities of monitoring financial reporting The Audit Committee met four (4) times during
processes, reviewing the Company’s systems and the financial year ended on March 31, 2024.
processes for internal financial controls, and also The meetings were held on May 24, 2023,
for reviewing the Company’s statutory and internal August 07, 2023, November 03, 2023, and
audit process. February 01, 2024. Necessary quorum was
present at all the meetings. The attendance of the
The Company’s Audit Committee, as on March 31, Committee members at the meetings for financial
2024, is comprised of three Non-Executive Directors, year 2023-24 was as under:

Sr. Name of Member Category Audit Committee No. of Meetings

No. Meetings held in attended during
Member’s tenure 2023-24
1. Mr. Sekhar Natarajan, Non-Executive Independent Director 4 4
Chairman
2. Ms. Ketaki Sanat Non-Executive Independent Director 4 4
Bhagwati, Member
3. Dr. Harsh Kumar Non-Executive Independent Director 4 4
Bhanwala, Member*
4. Dr. Thomas Hoffmann, Non-Executive Non-Independent 4 3
Member Director
* Dr. Harsh Kumar Bhanwala resigned as a director as well as member of the Audit Committee with effect from February 01, 2024.

74
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS


The Managing Director and Chief Executive g. Qualifications in the draft audit report, if
Officer, Chief Financial Officer, Statutory any.
Auditors and Internal Auditor also attend the
meetings of Audit Committee as special invitees. 5. 
Reviewing, with the Management, the
The Company Secretary acts as the Secretary to quarterly financial statements before
the Audit Committee. The minutes of each Audit submission to the Board for approval;
Committee meeting are placed and confirmed in 6. 
Reviewing, with the Management, the
the next Audit Committee Meeting as well as the statement of uses/application of funds raised
next Board Meeting.
through an issue (public issue, rights issue,
preferential issue, etc.), the statement of
Role of the Audit Committee
funds utilised for purposes other than those
The terms of reference of the Audit Committee stated in the offer document/prospectus/
are, inter alia, as follows: notice, and the report submitted by the agency
monitoring the utilisation of proceeds of a
1. Overseeing the Company’s financial reporting
public or rights issue, and making appropriate
process and the disclosure of its financial
recommendations to the Board to take steps
information, to ensure that the financial
in this matter;
statement is correct, sufficient and credible;
7. 
Reviewing and monitoring the auditor’s
2. 
Making recommendations for appointment, independence and performance, and
remuneration and terms of appointment of effectiveness of the audit process;
auditors of the Company;
8. 
Approving or making any subsequent
3. According approval for payment to Statutory modification to, transactions of the Company
Auditors for any other services rendered by with related parties;
the Statutory Auditors;
9. 
Scrutinising inter-corporate loans and
4. Reviewing, with the Management, the annual investments;
financial statements and auditor's report
10. 
Valuating undertakings or assets of the
thereon, before submission to the Board for
Company, where necessary;
approval, with particular reference to:
11. Evaluating internal financial controls and risk
a. 
Matters required to be included in the management systems;
Director’s Responsibility Statement, to
be included in the Board’s report in terms 12. 
Reviewing, with the Management,
of clause (c) of sub-section (3) of Section performance of Statutory and Internal
134 of the Companies Act, 2013; Auditors, adequacy of the Internal Control
Systems;
b. Changes, if any, in accounting policies
and practices, and reasons for the same; 13. 
Reviewing the adequacy of the internal
audit function, if any, including the structure
c. 
Major accounting entries involving of the Internal Audit department, staffing
estimates based on the exercise of and seniority of the official heading the
judgement by the Management; department, reporting structure coverage,
and frequency of internal audit;
d. Significant adjustments made in the
financial statements arising out of audit 14. 
Discussing with Internal Auditors any
findings; significant findings and follow-ups thereon;

e. 
Compliance with listing and other 15. Reviewing the findings of any internal
legal requirements relating to financial investigations by the Internal Auditors in
statements; matters where there is suspected fraud or
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;

75
 Bayer CropScience Limited Annual Report 2023-24

16. Discussing with Statutory Auditors, before the qualifications, experience and background,
audit commences, about the nature and scope etc. of the candidate;
of audit, as well as post-audit discussion to
20. Carrying out any other function as mentioned
ascertain any area of concern; in the terms of reference of the Audit
Committee.
17. 
Looking into the reasons for substantial
defaults in payment to the depositors, Risk Management Committee
debenture holders, shareholders (in case

Knowing the importance of managing and
of non-payment of declared dividends) and
pre-empting risks effectively for having a sustainable
creditors;
business, the Company has constituted a Risk
Management Committee, in line with the SEBI
18. 
Reviewing the functioning of the Whistle
Listing Regulations.
Blower Mechanism;
The Risk Management Committee met two
19. Approving the appointment of CFO (i.e., the (2) times during the financial year 2023-24, on
Whole-Time Finance Director or any other July 31, 2023, and January 25, 2024. The
person heading the Finance function or attendance of the Committee members at the
discharging that function), after assessing the meetings was as under:
Sr. Name of Member Risk Management Committee No. of meetings
No. Meetings held in Member’s attended during
tenure 2023-24
1. Mr. Simon-Thorsten Wiebusch, Chairman 2 2
2. Mr. Sekhar Natarajan, Member 2 2
3. Mr. Amit Narkar, Member 2 2

The terms of reference of the Risk Management evaluating the adequacy of risk management
Committee are as follows: systems.

1. 
To formulate a detailed risk management 4. To periodically review the Risk Management
policy which shall include: Policy, at least once in two years, including by
considering the changing industry dynamics
a. A framework for identification of and evolving complexity.
internal and external risks specifically
faced by the listed entity, in particular 5. To keep the Board of Directors informed about
including financial, operational, sectoral, the nature and content of its discussions,
sustainability (particularly, Environmental recommendations and actions to be taken.
Social and Governance related risks),
information, cyber security risks or any 6. 
The appointment, removal and terms of
other risk as may be determined by the remuneration of the Chief Risk Officer (if
Committee. any) shall be subject to review by the Risk
Management Committee.
b. 
Measures for risk mitigation including
systems and processes for internal 7. 
Supporting the executive management
control of identified risks in the establishment of a culture which
c. Business Continuity Plan. balances risks and opportunities facilitated by
conscious risk decisions and a suitable “Tone
2. 
To ensure that appropriate methodology, from the Top”.
processes and systems are in place to
monitor and evaluate risks associated with Stakeholders’ Relationship Committee
the business of the Company. The Company has a duly constituted Stakeholders
Relationship Committee, set up in pursuance of
3. 
To monitor and oversee implementation Section 178(5) of the Act and Regulation 20 of the
of the Risk Management Policy, including SEBI Listing Regulations. Following are the terms

76
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

of reference of the Stakeholders Relationship 3. 

To review the adherence to the service
Committee: standards adopted by the listed entity in
respect of various services being rendered by
1. 
To consider and effectively redress the
the Registrar & Share Transfer Agent;
Shareholders and investor complaints
including complaints related to transfer of 4. To review the various measures and initiatives
shares, non-receipt of Annual Reports, taken by the Company for reducing the
non-receipt of declared dividends; quantum of unclaimed dividends and ensuring
timely receipt of dividend warrants/annual
2. To review the measures taken for effective reports/statutory notices by the Shareholders
exercise of voting rights by Shareholders; of the Company.
The Committee held two (2) meetings during the financial year 2023-24. The meetings were held on August 07,
2023, and February 01, 2024. The attendance of the Committee members at the meetings was as under:
Sr. Name of Member Stakeholders’ Relationship No. of meetings
No. Committee Meetings held in attended during
Member’s tenure 2023-24
1. Mr. Pankaj Ramanbhai Patel, Chairman 2 2
2. Mr. Duraiswami Narain, Member* 1 1
3. Mr. Simon-Johannes Britsch, Member 2 2
4. Mr. Simon-Thorsten Wiebusch, Member** 1 1
* Mr. Duraiswami Narain resigned as the Member of the Stakeholders’ Relationship Committee with effect from October 31, 2023.
** Mr. Simon-Thorsten Wiebusch was appointed as the Member of the Stakeholders’ Relationship Committee with effect from
November 01, 2023.

Complaints received and resolved by the Company during the financial year ended March 31, 2024, are given
below:

Source of complaints April 01, 2023 to March 31, 2024

Received Resolved
Referred by SEBI SCORES 9 8
Referred by Stock Exchange 4 4
Received directly from Investors 4 4
Referred by NSDL/CDSL 3 3
Referred by RBI/Ministry of Corporate Affairs 1 1
Referred by Other Government Body 0 0
Total 21 20*
* For one (1) pending complaint, Action Taken Report was filed on April 01, 2024, and SEBI reviewed and closed it on April 18, 2024.

Company Secretary and Compliance Officer in dematerialised form with effect from April 01,
Mr. Nikunjkumar Savaliya, Company Secretary 2019. Further, with effect from January 24, 2022,
is the Compliance Officer of the Company. listed companies shall issue securities in
However, he tendered resignation w.e.f May 31, dematerialised mode only while processing any
2024. investor service requests viz. issue of duplicate
share certificates, exchange/sub division/
Share Transfer Committee splitting/consolidation of securities, transmission/
The Share Transfer Committee has been transposition of securities.
formed to look into share transfer and all related
 Further, a sub-committee has been constituted for
applications as received from shareholders.
attending to matters relating to issue of duplicate
The Company takes all due care to ensure that
share certificates, transmission of shares, split
all rules and regulations with respect to share
transfer are fully adhered to. In compliance with and consolidation, etc. The composition of the
Regulation 40 of the SEBI Listing Regulations, aforementioned Committee as on March 31,
shares of the Company can be transferred only 2024, is as under:

77
 Bayer CropScience Limited Annual Report 2023-24

Sr. Name of Member Designation

No.
1. Mr. Simon-Thorsten Wiebusch Chairman
Vice Chairman & Managing Director and CEO
2. Mr. Simon-Johannes Britsch Member
Executive Director & CFO
3. Mr. Nikunjkumar Savaliya Member
Company Secretary & Compliance Officer

Nomination and Remuneration Committee remuneration of the Directors, key managerial

As per Section 178 of the Act and Regulation personnel and other employees;
19 of the SEBI Listing Regulations, the 2. 
To formulate criteria for evaluation of
Company has constituted a Nomination and performance of the Independent Directors
Remuneration Committee. As on March 31, 2024, and the Board;
the Committee comprises two Non-Executive
Independent Directors, and one Non-Executive 3. To devise a policy on Board diversity;
Non-Independent Director.
4. To identify persons who are qualified to
The terms of reference of the Nomination and become Directors and who may be appointed
Remuneration Committee are inter alia as follows: in senior management in accordance with
the criteria laid down, and recommend to the
1. 
To formulate the criteria for determining Board their appointment and removal;
qualifications, positive attributes and
independence of a Director and recommend 5. 
To consider, adopt and adhere to the
to the Board a policy, relating to the Nomination and Remuneration Policy.

The Committee met four (4) times during the financial year ended as on March 31, 2024. The meetings were
held on May 24, 2023, August 28, 2023, November 03, 2023 and February 01, 2024. The attendance at the
meetings was as under:

Sr. Name of Member Nomination and No. of meetings

No. Remuneration Committee attended during
Meetings held in Member’s 2023-24
tenure
1. Ms. Ketaki Sanat Bhagwati, Chairperson 4 4
2. Mr. Sekhar Natarajan, Member 4 4
3. Dr. Thomas Hoffmann, Member 4 3


The performance evaluation criteria for The Committee, as on March 31, 2024, comprises
Independent Directors are set out in Board two Non-Executive Independent Directors and two
Evaluation above. Executive Directors.
Corporate Social Responsibility & The CSR & ESG Committee Committee has a wide
Environmental, Social and Governance and comprehensive list of terms of reference, as
Committee listed below:
With the objective to drive its Corporate Social
Responsibility agenda in letter and in spirit, the 1. 
Formulating and recommending to the
Company had constituted a Corporate Social Board the structure of the Corporate Social
Responsibility (“CSR”) Committee, as required Responsibility Policy and the activities to be
under Section 135 of the Act. In order to sharpen undertaken by the Company;
its focus towards Environmental, Social and
2. Recommending the amount of expenditure to
Governance (ESG) matters, the Company has
be incurred on the activities undertaken;
re-named the CSR Committee to Corporate
Social Responsibility & Environmental, Social and 3. Reviewing the performance of the Company
Governance Committee. in the area of Corporate Social Responsibility;

78
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

4. Monitoring the Corporate Social Responsibility 10. 

Reviewing the Business Responsibility
Policy of the Company; Report and recommending it to the Board for
5. Formulating policies and procedures based approval;
on the requirement of SEBI for Business 11. 
Overseeing the development of and make
Responsibility Reporting; recommendations to the Board regarding
6. 
Ensuring implementation of all the policies ESG strategy;
pertaining to business responsibility; 12. 
Identify the relevant ESG matters that do
7. Ensuring effective communication of all the or are likely to affect the operation of the
policies to all relevant stakeholders; Company and/or its strategy;
8. 
Reviewing and assessing the business 13. 
Ensure that the Company monitors and
responsibility performance annually; reviews current and emerging ESG
trends, relevant standards and legislative
9. Reviewing the business responsibility
requirements.
initiatives and encouraging participation; and
During the financial year 2023-24, the Committee met two (2) times on May 24, 2023, and February 01, 2024.
The attendance at the meeting was as under:

Sr. Name of Member CSR & ESG Committee No. of meetings

No. Meetings held in Member’s attended during
tenure 2023-24
1. Mr. Duraiswami Narain*, Chairman 1 1
2. Mr. Simon-Thorsten Wiebusch**, Chairman 1 1
3. Mr. Pankaj Ramanbhai Patel, Member 2 1
4. Ms. Ketaki Sanat Bhagwati, Member 2 1
5. Mr. Simon-Johannes Britsch, Member 2 2
* Mr. Duraiswami Narain resigned as the Chairman of the CSR & ESG Committee with effect from October 31, 2023.
** Mr. Simon-Thorsten Wiebusch was appointed as the Chairman of the CSR & ESG Committee with effect from November 01, 2023.

5. Senior Management Personnel

The Senior Management comprises the Leadership Team, consisting of core management members and
functional heads. As of March 31, 2024, the following individuals served as Senior Management Personnel
of the Company:
Sr. Name Designation
No.
1. Mr. Devdas Baliga Country Group Head - Law, Patents & Compliance - South Asia
2. Mr. K S Harish Country Group Head - HR - South Asia
3. Ms. Rachana Panda VP & Country Group Head - Comms, Public Affairs, Sustainability &
CSE - Bayer South Asia

During the financial year 2023-24, there were no changes in the composition of Senior Management
Personnel.

6. Remuneration of Directors
The Non-Executive Directors have no material pecuniary relationships or transactions with the Company in
their personal capacity.
Non-Executive Independent Directors are paid Sitting Fees for the Board Meetings and Committee Meetings
as recommended by the Board. The fees or compensation/commission, if any, paid to the Non-Executive
Independent Directors is within the limits prescribed under the Companies Act, 2013 and does not require
any further approvals.
Details of Remuneration paid to Non-Executive Independent Directors and Executive Directors during the
financial year ended March 31, 2024 are as below:

79
 Bayer CropScience Limited Annual Report 2023-24

a. Non-Executive Independent Directors

The details of the sitting fees and commission paid during the financial year ended March 31, 2024, are
given in the table below: (` in Million)
Sr. No. Name of Director Sitting Fees Commission Total
1. Mr. Pankaj Ramanbhai Patel 0.38 1.5 1.88
2. Ms. Ketaki Sanat Bhagwati 0.74 1.5 2.24
3. Mr. Sekhar Natarajan 0.85 1.5 2.35
4. Dr. Harsh Kumar Bhanwala* 0.50 1.5 2.00
*Dr. Harsh Kumar Bhanwala resigned from the Board with effect from February 01, 2024.
Note: Commission was paid for the financial year 2022-23 in the month of August 2023.

b. Executive Directors
The details of the remuneration paid/payable to the Executive Directors during the financial year ended
March 31, 2024, is as under: (` in Million)
Sr. Name of Director Position Salary & Perquisites Total Contract
No. Allowances Remun- Period
eration
1. Mr. Duraiswami Narain* Vice 21.56 24.98 46.54 December
Chairman & 01, 2018
Managing – October
Director and 31, 2023
CEO
2. Mr. Simon-Johannes Executive 56.07 13.87 69.94 September
Britsch Director & 01, 2021 –
CFO August 30,
2026
3. Mr. Simon-Thorsten Vice 70.31 15.74 86.05 November
Wiebusch** Chairman & 01, 2023
Managing – October
Director and 31, 2028
CEO
* Mr. Duraiswami Narain resigned as the Vice Chairman & Managing Director and CEO with effect from October 31, 2023.
**Mr. Simon-Thorsten Wiebusch was appointed Whole-time Director with effect from December 17, 2021 until October 31, 2023.
However, he resigned as Whole-time Director w.e.f October 31, 2023 and was appointed as Vice Chairman & Managing Director
and CEO with effect from November 01, 2023.

c. 
Service contract, notice period and Mr. Simon-Thorsten Wiebusch was appointed
severance fees as Whole-time Director of the Company with
 Mr. Duraiswami Narain was appointed as effect from December 17, 2021, by the Board
the Vice Chairman & Managing Director of Directors. The employment contract with
and CEO of the Company with effect from Mr. Wiebusch for the said position was for
December 01, 2018 by the Board of Directors. a period of 5 years, terminable by 3 months’
The employment contract with Mr. Narain was notice on either side. However, he tendered
for a period of 5 years, terminable by 3 resignation from the position of Whole-time
months’ notice on either side. However, he Director with effect from October 31, 2023,
tendered resignation from the position with and was appointed as the Vice Chairman
effect from October 31, 2023.
& Managing Director and Chief Executive
Officer with effect from November 01, 2023,
Mr. Simon-Johannes Britsch was appointed
by the Board of Directors. The employment
as Executive Director of the Company with
effect from September 01, 2021, by the contract with Mr. Wiebusch, Vice Chairman
Board of Directors. The employment contract & Managing Director and Chief Executive
with Mr. Britsch is for a period of 5 years, Officer is for a period of 5 years, terminable
terminable by 3 months’ notice on either side. by 3 months’ notice on either side.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

The Company does not have a scheme for stock Prohibition and Redressal) Act, 2013. The following
options, for either its directors or its employees. is a summary of sexual harassment complaints
There is no severance fee paid to the Vice received and disposed of during financial year
Chairman, Managing Director and CEO or 2023-24:
Whole-time Executive Director(s).
Particulars Details
7. Policies Number of complaints pending as at 1
the beginning of the financial year
Whistle Blower Policy
Number of complaints filed during the 1
The commitment of BCSL to high standards financial year
of Corporate Governance and stakeholder Number of complaints disposed 2
responsibility are deeply ingrained in its business during the financial year
fabric. The Company strives to achieve its business
Number of complaints pending as at Nil
goals with utmost respect for human values, and to
the end of the financial year
serve the interests of Bayer with integrity.
Code of Conduct for Directors and Senior
In terms of the Corporate Compliance Programme
Management
and the SEBI Listing Regulations, the Company has
in place a well-structured ‘Whistle Blower Policy’, 
The Corporate Governance framework at
with the objective to provide appropriate avenues the Company extends across its hierarchical
to the employees and Directors of the Company structure, right up to the Company’s Directors
to bring to the attention of the Management any and top Management. In compliance with the
genuine concerns regarding unethical behaviour, requirements of Regulation 17(5) of the SEBI
actual or suspected frauds, including potential Listing Regulations, the Board of Directors had
breach of Company’s policies and standards, adopted a Code of Conduct for Directors, including
values or any laws within the country or elsewhere. Non-Executive Directors and Senior Management
This is a robust vigil mechanism that also provides of the Company. All Board members and Senior
for adequate safeguards against victimisation of Management personnel have affirmed compliance
persons who use such mechanism. It basically with the applicable Code of Conduct. A certificate
enables the employees to raise their concerns, to this effect, from Mr. Simon-Thorsten Wiebusch,
which are looked into, and fully investigated and Vice Chairman & Managing Director and CEO, and
acted upon. The Whistle Blower Policy is available Mr. Simon-Johannes Britsch, Executive Director
on the website of the Company at www.bayer.in. & CFO, is attached with this Report. The policies
as well as codes are posted on the website of the
Policy for Prevention of Sexual Harassment Company at www.bayer.in.
Your Company aims to provide a respectful and
safe working environment for all its employees. Risk Management Policy
While strictly adhering to the norms laid down As an integral component of the overall governance
by law, the Company has in place a ‘Policy for process, Risk Management at BCSL comprises
Prevention of Sexual Harassment’ (“Policy”) at the all the organisational rules and actions, for early
workplace, in line with the provisions of the Sexual identification of risks in the course of doing
Harassment of Women at Workplace (Prevention, business as well as effective management of such
Prohibition and Redressal) Act, 2013, and the risks. It includes implementing systems to identify
Rules made thereunder. Awareness amongst risks at an early stage, take necessary and timely
the employees of the Company was created in a
measures to mitigate them and report them to the
succinct manner with adequate information on the
appropriate authority.
Internal Committee members and certain critical
elements of the Policy. The Company has laid down a detailed policy to
inform the Risk Management Committee about
During the financial year 2023-24, two (2)
risk assessment and mitigation procedures.
complaints with allegation of sexual harassment
These procedures are periodically reviewed to
was received by the Company and the same is
ensure that the Executive Management monitors
handled as per the provisions of the Prevention
of Sexual Harassment at Workplace (Prevention, and controls risks pertinent to their business
operations.

81
 Bayer CropScience Limited Annual Report 2023-24

T
 he Country Group Head – Internal Audit & Risk All Related Party Transactions are placed before
Management, South Asia, is responsible for the Audit Committee for review and approval.
coordinating with the various head of departments Prior omnibus approval is obtained for the Related
with respect to the process of identifying key Party Transactions on a yearly basis for the
risks associated with the business, manner of transactions which are of repetitive nature and/
handling risks, adequacy of mitigating factors, or entered in the ordinary course of business and
recommending corrective action, and reporting to are at arm’s length. All Related Party Transactions
the Risk Management Committee. are reviewed to establish compliance with the
requirements of Related Party Transactions under
Code of Conduct & Code of Fair Disclosures - the Act and SEBI Listing Regulations.
For Prohibition of Insider Trading
To prevent insider trading activities by dealing in The Company has not entered into any materially
shares of the Company, the Company has in place significant Related Party Transactions with
an important governance code - Code of Conduct its Promoters, Directors, or Management, or
and Code of Fair Disclosures - For Prohibition relatives, etc. that may have potential conflict with
of Insider Trading (“Code”). The Code, which is the interests of the Company at large. All material
in accordance with the Securities and Exchange transactions entered into with the Related Parties,
Board of India (Prohibition of Insider Trading) as defined under the Act and Regulation 23 of
Regulations, 2015 and further amendments, the SEBI Listing Regulations, during the financial
prohibits the designated persons, connected year, were as per the Board approved policy,
persons and any other insider from dealing in the in the ordinary course of business and at arm’s
securities of the Company on the basis of any length. Transactions with Related Parties as per
unpublished price sensitive information, available the requirements of IND AS 24 are disclosed in
to them by virtue of their position in the Company, the Notes to Financial Statements. The Related
and during the trading window closure period. Party Transaction Policy has been uploaded on
the website of the Company at www.bayer.in
Also, the Company has a mechanism in place for
monitoring the trading done by the designated
Dividend Distribution Policy
employees, as well as generation of system-based
disclosures in line with the Code. The Company 
As per Regulation 43A of the SEBI Listing
Secretary has been appointed as the Compliance Regulations, the Company has formulated
Officer for ensuring implementation of the Code. a Dividend Distribution Policy based on the
parameters laid down by SEBI Listing Regulations,
The objective of the Code is to protect the interest and the details of the same are available on the
of the shareholders, to prevent the misuse of Company’s website at www.bayer.in.
any unpublished price sensitive information, and
to prevent any insider trading activity. The Code Policy for Determining Material Subsidiary
is available on the website of the Company at The Board has adopted a Policy for determining
www.bayer.in. material subsidiary of the Company as well as to
provide a governance framework for such material
Policy on Related Party Transactions subsidiary. At present, BCSL does not have any
The Company has formulated a ‘Policy on Related material subsidiary. The Policy for determining
Party Transactions’ in line with the requirements material subsidiary is adopted in accordance with
of the Act and SEBI Listing Regulations which the SEBI Listing Regulations and is available on
was reviewed on March 24, 2023, by the Audit the Company’s website at www.bayer.in.
Committee and Board.

8. General Shareholder Information

Annual General Meeting
Date of AGM : Wednesday, August 14, 2024
Time : 11:30 a.m. IST
Venue : The Company is conducting the AGM through VC/OAVM pursuant to the MCA circulars
and as such there is no requirement to have a venue for the AGM. For details, please
refer to the Notice of the AGM.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Record Date
The Register of Members and Share Transfer Books of the Company will remain closed from Friday,
August 02, 2024 till Friday, August 09, 2024 (both days inclusive).
Proposed Date of Dividend Payment
The Final Dividend of ` 35 per Equity Share, as recommended by the Board of Directors, if declared at the
ensuing Annual General Meeting will be paid at par within 30 days of the said date:
(i) to those members who hold shares in physical form and whose names appear on the Company’s Register
of Members as holders of Equity Shares as on Thursday, August 01, 2024.

(ii) in respect of shares held in dematerialised form, to the beneficial owners of the shares as at the close of
business hours on Thursday, August 01, 2024 as per details furnished by National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Financial Calendar of the Company is from April 01 to March 31.

Board Meetings for Quarterly Results*
First Quarter Results On or before August 14, 2024
Second Quarter and Half Yearly results On or before November 14, 2024
Third Quarter Results On or before February 14, 2025
Fourth Quarter and Annual Results On or before May 30, 2025
*Tentative and subject to change

Corporate Identity Number (CIN) L24210MH1958PLC011173

Registered Office Address Bayer House, Central Avenue,
Hiranandani Estate, Thane (West) - 400607, Maharashtra.
Listing of Equity Shares on Stock Exchange
Name and Address of Stock Exchange BSE Limited (BSE)
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400001
Scrip Code 506285
Scrip ID BAYERCROP
ISIN INE462A01022 (NSDL & CDSL)
Annual Listing Fees The Company has paid the Annual Listing Fees
Stock Price Data
The monthly high and low price of the Company’s shares on BSE Limited from April 01, 2023, to March 31,
2024, was as under:
Month Share Price (In `)
High Price Low Price
April 2023 4262.00 4028.00
May 2023 4245.00 4090.00
June 2023 4497.10 4144.00
July 2023 4829.00 4360.05
August 2023 4929.00 4464.50
September 2023 5448.95 4776.90
October 2023 5544.00 4820.00
November 2023 5619.00 4847.55
December 2023 5771.55 5245.60
January 2024 6162.00 5449.00
February 2024 6202.00 5612.05
March 2024 5740.00 4868.70

83
 Bayer CropScience Limited Annual Report 2023-24

Stock Performance
Bayer CropScience Limited (“BCSL”) Share Price vis-à-vis BSE Sensex April 01, 2023, to March 31, 2024:

BCSL & SENSEX - Share Price

April 1, 2023 to March 31, 2024 (BSE)

7000 BSCL Share Price BSE Sensex 80000

BCSL SHARE PRICE (in `)

6000 70000

60000

BSE SENSEX
5000
50000
4000
40000
3000
30000

2000 20000

1000 10000

0 0
23 23 23 23 23 23 23 23 23 23 23 23 23 23 24 24 24 24 24
r- r- ay
- n- n- ul
- g- g- p- p- ct
- v- v- c- n- n- b- ar
-
ar
-
-Ap -Ap M -Ju -Ju -J -Au -Au -Se -Se -O -No -No -De -Ja -Ja -Fe -M -M
03 23 13
-
02 22 12 01 21 10 30 20 09 29 19 08 28 17 08 28

MONTHS

Registrar & Share Transfer Agent LINK INTIME INDIA PRIVATE LIMITED
TSR Consultants Private Limited, Company’s (formerly TSR Consultants Private Limited which got
Registrar and Share Transfer Agent (“RTA”) have merged with LIIPL)
merged with Link Intime India Private Limited effective (Unit - Bayer CropScience Limited)
December 22, 2023, pursuant to the order dated
C-101, 1st Floor, 247 Park
December 18, 2023, passed by the Hon’ble National
Company Law Tribunal, Mumbai bench. The RTA L.B.S. Marg, Vikhroli (West)
will hereinafter be known as Link Intime India Private Mumbai - 400083
Limited (“LIIPL”). All shareholder related processing of Tel: +91- 810 811 8484
dividend payments, updation of Register of Members Fax: +91-22-66568494
for shares held in physical form and attending to
shareholders queries and correspondences viz., Email ID: [email protected]
requests for duplicates, revalidation, transmission, Website: https://linkintime.co.in/
dividend payment and other investor related requests Contact Person: Ms. Mary George
are attended by Link Intime India Private Limited at its
Registered Office situated at:
a. Collection Centres of LIIPL
1. MUMBAI 2. AHMEDABAD
Building 17/19, 5th Floor, 506 to 508,
Office No. 415 Rex Chambers, Amarnath Business Centre-1 (ABC-1)
Ballard Estate, Walchand Hirachand Marg, Beside Gala Business Centre
Fort, Mumbai – 400001 Near St. Xavier's College Corner
Off C.G. Road, Ellisbridge
Ahmedabad – 380006
Tel: +91-79-26465179

84
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

3. NEW DELHI 4. KOLKATA

Noble Heights, 1st Floor, Vaishno Chamber,
Plot No. NH-2, C-1 Block, LSC, 5th Floor, Flat Nos - 502 & 503
Near Savitri Market, Janakpuri, 6, Brabourne Road,
New Delhi – 110058 Kolkata - 700001
Tel: +91-11-41410592/93/94 Tel: +91-33-40049728/33-40731698
5. BENGALURU 6. JAMSHEDPUR
C/o. Mr. D. Nagendra Rao Qtr. No. L-4/5, Main Road, Bistupur
"Vaghdevi" 543/A, 7th Main (Beside Chappan-Bhog Sweet Shop)
3rd Cross, Hanumanthnagar Jamshedpur – 831001
Bengaluru – 560019 Tel: +91-657-2426937
Tel: +91-80-26509004

b. Various Initiatives by RTA

in order and complete in all respects. All such requests
The Company’s RTA implemented various investor
 processed are approved by the Company on a weekly
initiatives given below as part of their constant
basis. Further, with effect from January 24, 2022,
endeavour to enhance investor servicing:
SEBI has made it mandatory for listed companies
to issue securities in demat mode only while
Investor Service portal:
processing any investor service requests viz. issue of
‘SWAYAM’ is a secure, user-friendly web-based duplicate share certificates, exchange/sub-division/
application developed by the RTA, that empowers splitting/consolidation of securities, transmission/
investors to effortlessly access various services.
transposition of securities. Also, vide its Circular dated
The Investors are requested to get registered and have
January 25, 2022, SEBI has clarified that listed entities/
first-hand experience of the portal. This application can
RTAs shall now issue a Letter of Confirmation in lieu
be accessed at https://swayam.linkintime.co.in.
of the share certificate while processing any of the
Chatbot: aforesaid investor service request. The shareholders
are required to lodge the Letter of Confirmation with
‘iDIA’ is a Chatbot developed by the RTA, that utilises
the Depository Participant with whom they maintain
conversational technology to provide investors with a
their demat account to receive the credit of shares for
round-the-clock intuitive platform to ask questions and
the service request lodged.
get information about queries. Talk to iDIA by logging
in to www.linkintime.co.in.
 implified Norms for processing Investor Service
S
FAQs: Request
The FAQ section on the RTA‘s website has very  EBI vide its Circular dated November 03, 2021,
S
detailed answers to almost all probable investor December 14, 2021, and March 16, 2023, has made it
queries. Please visit https://liiplweb.linkintime.co.in/ mandatory for holders of physical securities to furnish
faq.html to find answers to your queries related to PAN, KYC and Nomination/Opt-out of Nomination
securities. details to avail any investor service. The concerned
Members are therefore urged to furnish PAN, KYC and
Share Transfer System Nomination/Opt-out of Nomination by sending a physical
In terms of amended Regulation 40 of SEBI Listing copy of the prescribed forms duly filled and signed
Regulations w.e.f. April 01, 2019, transfer of securities by the registered holders along with the supporting
is permissible only in electronic/demat form. The shares documents stated thereon to Link Intime India Private
of the Company being in compulsory dematerialised Limited (Unit – Bayer CropScience Limited) C-101, 1st
form, are transferable through the depository system. Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai
However, the requests for transmission/transposition/ – 400083. The forms are also available at the website
amalgamation are processed if technically found to be of the Company at www.bayer.in

85
 Bayer CropScience Limited Annual Report 2023-24

Distribution of shareholding as on March 31, 2024

Range of Shares Number of Number of Shares Percentage to Total
Shareholders Shareholders
1-500 45,904 19,67,089 96.97
501-1,000 839 5,67,910 1.78
1,001-2,000 285 3,90,085 0.61
2,001-3,000 92 2,28,040 0.19
3,001-4,000 35 1,23,475 0.07
4,001-5,000 28 1,27,513 0.06
5,001-10,000 63 4,20,335 0.13
10,001- 99,999,999,999 91 4,11,17,645 0.19
Total 47,337 4,49,42,092 100.00

Shareholding Pattern as on March 31, 2024

Category of Shareholder Number of Number of Number of Shareholding
Shareholders Shares Shares in as a
Dematerialised Percentage
Form of Total
Number of
Shares
(A) Promoter and Promoter Group
1. Indian Body Corporate 2 1,47,97,818 1,47,97,818 32.93
2. Foreign Body Corporate 4 1,73,05,181 1,73,05,181 38.51
Total Shareholding of Promoter 6 3,21,02,999 3,21,02,999 71.43
and Promoter Group (A) =
(A)(1)+(A)(2)
(B) Public Shareholding
1. Institutions
(a) Mutual Funds/UTI 67 43,18,849 43,18,316 9.61
(b) Financial Institutions/Banks 11 10,530 7,350 0.02
(c) Insurance Companies 18 14,14,002 14,14,002 3.15
(d) Foreign Institutional Investors/ 138 16,26,193 16,26,193 3.62
Foreign Portfolio Investors - Corps
Sub-total (B)(1) 234 73,69,574 73,65,861 16.40
2. (a) Central Govt/State Govt 0 0 0 0
Sub-total (B) (2) 0 0 0 0
3. Non-Institutions
(a) Bodies Corporate 443 10,77,517 10,75,217 2.40
(b) Individuals –
Individual Shareholders holding 43,870 30,83,247 29,11,396 6.86
nominal share capital upto ` 2 Lakh
Individual Shareholders holding 7 3,92,280 3,65,120 0.87
nominal share capital in excess of
` 2 Lakh
(c) Any other
i. HUF 1,360 3,59,313 3,59,313 0.80
ii. Non-Resident Indian (NRI) 1,365 4,18,285 4,17,267 0.93

86
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Category of Shareholder Number of Number of Number of Shareholding

Shareholders Shares Shares in as a
Dematerialised Percentage
Form of Total
Number of
Shares
iii. LLP 35 4,476 4,476 0.01
iv. Trust 3 430 430 0.00
v. Clearing Members 4 111 111 0.00
vi. Alternate Investment Funds 3 10,936 10,936 0.02
vii. NBFCs registered with RBI 3 106 106 0.00
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 2 1,22,252 1,22,252 0.27
Sub-total (B) (3) 47,097 54,69,519 52,67,190 12.17
Total Public Shareholding (B) = 47,331 1,28,39,093 1,26,33,051 28.57
(B)(1) + (B)(2) + (B)(3)
Total (A)+(B) 47,337 4,49,42,092 4,47,36,050 100.00

List of Top 10 shareholders as on March 31, 2024

Sr. Name of Shareholders Number of Shares Percentage to Total

No. Share Capital
1. Bayer Vapi Private Limited 80,39,736 17.89
2. Bayer Investments India Private Limited 67,58,082 15.04
(formerly Monsanto Investments India Private
Limited)
3. Bayer SAS 66,18,105 14.73
4. Bayer CropScience AG 53,54,030 11.91
5. Bayer AG 37,88,433 8.43
6. Monsanto Company 15,44,613 3.44
7. Aditya Birla Sun Life Trustee Private Limited A/c 15,59,381 3.47
Aditya Birla Sun Life ELSS Tax Saver Fund
8. Mirae Asset Large & Midcap Fund 11,74,689 2.61
9. Nippon Life India Trustee Ltd A/c Nippon India 8,29,256 1.85
Small Cap Fund
10. HDFC Life Insurance Company Limited 5,85,310 1.30
Pledge of Equity Shares 2000. The Company has signed an Agreement
None of the Equity Shares held by the Promoters with both the Depositories in the country, viz.
and/or Promoter Group as on March 31, 2024, National Securities Depositories Limited and
have been pledged or otherwise encumbered. Central Depository Services (India) Limited,
whereby the shareholders have an option to
Dematerialisation of Shares and Liquidity get the shares dematerialised with any of the
In line with the notification received from Depositories.
Securities and Exchange Board of India, the
shares of the Company are traded compulsorily The process of conversion of the shares
in dematerialised form with effect from March 21, from physical to electronic form is known as

87
 Bayer CropScience Limited Annual Report 2023-24

Dematerialisation. The member desiring to respect and give a credit into the member’s Demat
dematerialise the shares has to open a Demat account maintained with the DP.
account with a Depository Participant (DP) of
his/her choice. Many nationalised banks and 
Outstanding GDRs/ADRs/Warrants or any
private sector undertakings offer this facility. Convertible Instruments, conversion date and
After opening the Demat account, the member likely impact on equity
has to hand over the physical share certificates,
along with the Demat Request Form, to his/ Not Applicable
her DP along with Client Master List, who in
turn will forward the documents to LIIPL, both Commodity Price Risk or Foreign Exchange
physically and electronically. On receipt of the Risk and Hedging Activities
physical documents and electronic request routed The details of foreign exchange risk and hedging
through the Depository, LIIPL shall dematerialise activities are given in the Directors’ Report under
the shares, if the documents are complete in all the caption ‘Foreign Exchange Management’.
Plant Location
Sr. No. Address
1. Plot Nos. 66/1 to 75/2, G.I.D.C. Industrial Estate, Motipura, Himatnagar – District Sabarkantha -
383001, Gujarat.
2. Plot No. 1, 4 & 5, Madhuban Industrial Estate, Madhuban Dam Road, Rakholi, Silvassa –
396240, 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. Citibank N.A.
2. Deutsche Bank
3. HDFC Bank Limited
4. State Bank of India
5. Axis Bank Limited
6. ICICI Bank Limited
7. HSBC Bank Limited
8. SMBC Limited
9. MUFG Bank Limited
10. Mizuho Bank Limited
11. Cooperative Rabobank U A

Address for Investor Correspondence

1. The Company at the following address: 2. LIIPL at their following address:
Bayer CropScience Limited Link Intime India 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) - 400607 Mumbai - 400083
Maharashtra Tel: +91-22-66568484
Tel. No.: 022-25311234 Extn.: 411/412/413
Fax No.: 022-25455063 Fax: +91-22-6656 8494
E-mail: [email protected] E-mail: [email protected]
Website: www.bayer.in Website: www.linkintime.co.in

88
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

3. T
 he Company has a specific Investor Grievance E-mail ID: [email protected]
All information/requests for share transfers, dematerialisation, transmissions, change of address,
non-receipt of dividend warrants, duplicate/missing share certificates, and other matters connected
therewith, may be addressed to LIIPL at the address mentioned above.

Credit Ratings for Debt Instruments, Fixed Deposit Programmes or any other scheme involving
mobilisation of funds
The Company has not raised any money through any Debt Instruments, Fixed Deposit Programmes or any
similar schemes involving mobilisation of funds during the financial year ended March 31, 2024.

9. Other Disclosures
Details of Annual General Meetings held in the past 3 years
Year Venue Date Time
2022-2023 AGM conducted through Video Conferencing (VC)/ August 17, 2023 03.00 p.m.
Other Audio-Visual Means (OAVM)
2021-2022 AGM conducted through Video Conferencing (VC)/ August 22, 2022 03.00 p.m.
Other Audio-Visual Means (OAVM)
2020-2021 AGM conducted through Video Conferencing (VC)/ August 12, 2021 03.00 p.m.
Other Audio-Visual Means (OAVM)

Special Resolutions passed in the previous 3 Annual General Meetings

• Change in place of keeping and inspection of the Registers and Returns of the Company.
• 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.
Postal Ballot
During the financial year 2023-24, no Special Resolution(s) were passed through Postal Ballot and no
Special Resolution(s) are proposed to be conducted through Postal Ballot as on the date of this Annual
Report. However, pursuant to Section 110 of the Act read with the Rule 22 of the Companies (Management
and Administration) Rules, 2014 (Management Rules), as amended from time to time, the Company issued
Postal Ballot Notice dated November 03, 2023, for resolution listed at Point No. 1 and February 01, 2024, for
resolution listed at Point No. 2 during financial year 2023-24:
1. Appointment of Mr. Simon-Thorsten Wiebusch (DIN: 08335591) as Vice Chairman & Managing Director
and Chief Executive Officer of the Company
2. Appointment of Dr. Miriam Holstein (DIN: 10458293) as the Non-Executive Non-Independent Director of
the Company
The said resolutions were passed by the 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 Mr. Simon-Thorsten 3,87,03,278 3,73,31,263 96.46 13,72,015 3.54
Wiebusch (DIN: 08335591) as
the Vice Chairman & Managing
Director and Chief Executive
Officer of the Company.
2. Appointment of Dr. Miriam 3,90,84,061 3,89,75,061 99.72 1,09,000 0.28
Holstein (DIN: 10458293) as the
Non-Executive Non-Independent
Director of the Company.

89
 Bayer CropScience Limited Annual Report 2023-24

Details of non-compliance appointed or continuing as a Director by

There was no non-compliance by the Company on SEBI/Ministry of Corporate Affairs or any
any matters related to capital markets during the such statutory authority, which has also been
last 3 years. confirmed by M/s. BNP Associates, Practising
Company Secretaries.
C
 ompliance of Non-mandatory Requirements
as on March 31, 2024 • During the financial year ended as on
March 31, 2024, the Board has accepted all
The Board: During the year under review, no
•  recommendations of its committees.
expenses were incurred in connection with
the office of the Chairman. • 
The Company has duly complied with the
requirements of Regulation 17 to 27 and
Shareholder Rights: The Company ensures
•  clauses (b) to (i) of sub-regulation (2) of
that the disclosure of all the information is Regulation 46 of the Listing Regulations.
disseminated on a non-discretionary basis to
all the stakeholders. Means of Communication
• Modified Opinion(s) in Audit Report: None The Company provides all the statutory information
to its shareholders using multiple channels
Separate Posts of Chairman & CEO: The
•  of communication, including dissemination of
Chairman and Managing Director are two information on the online portal of BSE Limited,
separate individuals.
Press Releases, Annual Reports, Investor
Reporting of Internal Auditor: The Company
•  Presentations, and by placing relevant information
has an in-house Internal Auditor who submits on its website.
reports to the Audit Committee, regularly.
The Company’s quarterly/half-yearly/annual
Affirmation and Disclosure financial results are sent to the Stock Exchange
•  No funds have been raised through and published in two leading English newspapers
preferential allotment or qualified institutions - ‘Financial Express’ and ‘Free Press Journal’ and
placement as specified under Regulation in two leading Marathi newspapers - ‘Loksatta’
32(7A) of the SEBI Listing Regulations. and ‘Navshakti’ having nationwide circulation.
They are also available on the website of the
• 
There are no loans and advances in the Company.
nature of loans to firms/companies in which
directors are interested. The Annual Report is also available on the website
of the Company at www.bayer.in in a user-friendly
• None of the Directors of the Company have and downloadable manner, along with all official
been debarred or disqualified from being news releases and Board approved policies.

For and on behalf of the Board of Directors

Simon-Thorsten Wiebusch Simon-Johannes Britsch

Vice Chairman & Managing Director and CEO Executive Director & CFO
(DIN: 08335591) (DIN: 09194547)
May 23, 2024 Thane Thane

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER OF THE COMPANY

We, Simon-Thorsten Wiebusch, Vice Chairman & Managing Director and Chief Executive Officer and
Simon-Johannes 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,
2024, 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.

For and on behalf of the Board of Directors

Simon-Thorsten Wiebusch Simon-Johannes Britsch

Vice Chairman & Managing Director and CEO Executive Director & CFO
(DIN: 08335591) (DIN: 09194547)
May 23, 2024 Thane Thane

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 Bayer CropScience Limited Annual Report 2023-24

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)

To,
The Members,
Bayer CropScience Limited
Bayer House, Central Avenue
Hiranandani Estate, Thane (West) - 400607.

We, BNP & Associates have examined the relevant registers, records, forms, returns and disclosures received from
the Directors of Bayer CropScience Limited having CIN: L24210MH1958PLC011173 and having its Registered
Office at Bayer House, Central Avenue, Hiranandani Estate, Thane (West) - 400607 (hereinafter referred to as
‘the Company’), produced before us through the virtual data room by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C clause 10(i) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications [including verification of Directors
Identification Number (DIN) status] in terms of the portal of Ministry of Corporate Affairs, Government of India
(‘MCA’) www.mca.gov.in as considered necessary and pursuant to 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 ended on March 31, 2024 have been debarred or disqualified from appointment or continuing as
directors of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or by any
other statutory regulatory authority.

Sr. DIN Name of the Directors Designation Date of

No. Appointment*
1. 00131852 Mr. Pankaj Ramanbhai Patel Non-Executive Independent Director 05/07/2016
2. 01031445 Mr. Sekhar Natarajan Non-Executive Independent Director 01/10/2019
3. 07367868 Ms. Ketaki Sanat Bhagwati Non-Executive Independent Director 15/01/2019
4. 06485949 Dr. Thomas Hoffmann Non-Executive Non-Independent Director 16/09/2019
5. 10458293 Dr. Miriam Holstein Non-Executive Non-Independent Director 01/02/2024
6. 08335591 Mr. Simon-Thorsten Wiebusch Vice Chairman, Managing Director & 01/11/2023
Chief Executive Officer
7. 09194547 Mr. Simon-Johannes Britsch Executive Director & Chief Financial 19/03/2022
Officer
*Date of appointment of Directors are as appearing on the MCA Portal.

Ensuring the eligibility of every director for appointment/continuity on the Board is the responsibility of the
Management of the Company. We further state that this certificate is neither an assurance as to the future viability
of the Company nor of the efficiency or effectiveness with which the Management of the Company has conducted
the affairs of the Company.
For BNP & Associates
Company Secretaries
[Firm Regn. No. P2014MH037400]

Avinash Bagul Partner

FCS No.: 5578
COP No.:19862
Date: May 23, 2024 PR No.: 637/2019
Place: Mumbai UDIN: F005578F000429232

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To,
The Members
Bayer CropScience Limited

We have examined the compliance of conditions of Corporate Governance by BAYER CROPSCIENCE LIMITED
(“the Company”), for the year ended on March 31, 2024, as stipulated in Regulations 17 to 27, clauses (b) to (i)
and (t) 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’).

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 information and explanations provided to
us and the representations provided by the Management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations for the year ended
March 31, 2024.

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
Date: May 23, 2024 PR No.: 1908/2022
Place: Mumbai UDIN: F005445F000411950

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 Bayer CropScience Limited Annual Report 2023-24

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT [BRSR]

SECTION A: GENERAL DISCLOSURE

I. Details of the Listed Entity
1. Corporate Identity Number (CIN) L24210MH1958PLC011173
of the Listed Entity
2. Name of the Listed Entity Bayer CropScience Limited
3. Year of incorporation 1958
4. Registered office address Bayer House, Central Avenue,
Hiranandani Estate, Thane (West) - 400607
Tel. No.: + 91 22 25311234
Fax No.: + 91 22 25455063
5. Corporate address Bayer House, Central Avenue,
Hiranandani Estate, Thane (West) - 400607
Tel. No.: + 91 22 25311234
Fax No.: + 91 22 25455063
6. E-mail [email protected]
7. Telephone + 91 22 25311234
8. Website www.bayer.in
9. Financial year for which FY 2023-24
reporting is being done
10. Name of the Stock Exchange(s) BSE Limited
where shares are listed
11. Paid-up Capital ` 44,94,20,920
12. Name and contact details (telephone, email address) of the person who may be contacted in
case of any queries on the BRSR report
Name of the Person Mr. Simon-Thorsten Wiebusch
(Vice Chairman & Managing Director and CEO)
Telephone +91 22 25311234
E-mail address [email protected]
13. Reporting boundary - Are the disclosures under this report made on a standalone basis
(i.e. only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which
form a part of its consolidated financial statements, taken together)
Type of Reporting Standalone
(Standalone/Consolidated Basis)
If selected consolidated: Sr. Name of the Subsidiaries (S)/JVs/ CIN Number
Not Applicable No. Associate Companies
None
14. Name of assurance provider Not applicable for FY 2023-24
15. Type of assurance obtained Not applicable for FY 2023-24

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

II. Product/Services
16. Details of business Sr. Description of Description of Business % Turnover
activities (accounting No. Main Activity Activity of the Entity
for 90% of the
1 Crop Protection Manufacture, sale and 78%
turnover)
distribution of agrochemical
products
2 Hybrid Seeds Production, sale and distribution 15%
of Hybrid Corn seeds
17. Products/Services Sr. Product/Service NIC Code (last 5 digits) % of Total
sold by the entity No. Turnover
(accounting for contributed
90% of the entity’s 1 Manufacture, sale 20211 78%
Turnover) and distribution
of agrochemical
products
2 Production, sale and 01113 15%
distribution of Hybrid
Corn seeds

III. Operations
18. Number of Location Number No. of Warehouses Total
locations where of plants Commercial
plants and/or (including Offices
operations/ R&D
offices of the centre)
entity are National 4 4 24 32
situated:
International - - - -

19. Market served Locations Numbers

by the entity
No. of National (No. of States/UT) 28/8
Locations International (No. of Countries) 12
What is the
contribution
of exports as
a percentage 6%
of the total
turnover of the
entity?
A brief on types The Company offers a broad portfolio of hybrid seeds, innovative chemical crop
of customers protection products, and extensive customer service for supporting sustainable
agriculture. The Company markets these products primarily via wholesalers and
retailers. In addition, we also sell our products to corporate entities dealing in
selling and distribution of Agri Inputs. In order to support government initiative of
offering good quality products for mass distribution, we also supply to government/
government agencies.

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 Bayer CropScience Limited Annual Report 2023-24

IV. Employees
20. Details as at the end of Financial Year:
Sr. Particulars Total (A) Male Female
No.
No. (B) % (B/A) No. (C) % (C/A)
Employees and Workers (including differently abled)
Employees
1. Permanent Employees (D) 1212 949 78% 263 22%
2. Other than Permanent 415 339 82% 76 18%
Employees (E)
3. Total Employees (D+E) 1627 1288 79% 339 21%
Workers
4. Permanent (F) 105 95 90% 10 10%
5. Other than Permanent (G) 3303 3112 94% 191 6%
6. Total Workers (F+G) 3408 3207 94% 201 6%
Differently abled Employees and Workers
Employees
1. Permanent Employees (H) 3 3 100% 0 0%
2. Other than Permanent 1 1 100% 0 0%
Employees (I)
3. Total Differently Abled 4 4 100% 0 0%
Employees (H+I)
Workers
4. Permanent (J) 2 2 100% 0 0%
5. Other than Permanent (K) 6 6 100% 0 0%
6. Total Differently Abled 8 8 100% 0 0%
Workers (J+K)

21. Participation/Inclusion/Representation of Women

Sr. Category Total (A) No. and % of females
No. No. (B) % (B/A)
1. Board of Directors 7 2 29%
2. Key Management Personnel (other than Executive 1* 0 0%
Directors)
*Note: KMP count other than Board of Directors

22. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years)

Category FY 2023-24 FY 2022-23 FY 2021-22

(Turnover rate (Turnover rate (Turnover rate in the year
in current FY) in previous FY) prior to
previous FY)
Male Female Total Male Female Total Male Female Total
Permanent 12% 14% 12% 9% 11% 10% 9% 6% 9%
Employees
Permanent Workers 13% 75% 18% 5% 0% 5% 3% 0% 3%

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

V. Holding, Subsidiary and Associate Companies (including joint ventures)

23. Names of holding/subsidiary/associate companies/joint ventures

Sr. Name of the holding/ Indicate whether % of shares Does the entity indicated
No. subsidiary/associate it is a holding/ held by at column A, participate in
companies/joint ventures Subsidiary/ listed entity the Business Responsibility
Associate/or initiatives of the listed entity?
Joint Venture (Yes/No)
1. Bayer AG Holding Company 8.43% No
2. Bayer CropScience AG Holding Company 11.91% No
3. Bayer SAS Holding Company 14.73% No
4. Monsanto Company Holding Company 3.44% No
5. Bayer Investments India Holding Company 15.04% No
Private Limited
(Formerly, Monsanto
Investments India Private
Limited)
6. Bayer Vapi Private Limited Holding Company 17.89% No

VI. CSR Details

24. i. Whether CSR is applicable as per Section 135 of Companies Act, 2013: Yes
ii. Turnover (in `) ` 51,032 Million
iii. Net worth (in `) ` 28,494 Million

VII. Transparency and Disclosures Compliances

25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines
on Responsible Business Conduct
Stakeholder Grievance If yes, then provide FY 2023-24 FY 2022-23
group from Redressal web-link for the Current Financial Year Previous Financial Year
whom complaint Mechanism grievance redress
Number of Number of Remarks Number of Number of Remarks
is received in Place policy
complaints complaints complaints complaints pending
(Yes/No)
filed during pending filed during resolution at close
the year resolution the year of the year
at close of
the year

Shareholders Yes https://www.bayer.in/ 21 1 16 0

en/investors/policies
Communities Yes - -

Investors (other Yes - -

than shareholders)

Employees and Yes - -

workers

Customers Yes 871* -

17 1
Value Chain Yes - -
Partners

Other (All Yes - -

Complaints
other than
Shareholders)

*Note: Also includes complaints and grievances received from consumers through customer care call centre, emails, and Online
Reputation Management team (social media channels).

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 Bayer CropScience Limited Annual Report 2023-24

26. Overview of the entity’s material responsible business conduct issues

Material Indicate Rationale for identifying In case of risk, approach to Financial
Issue whether the risk/opportunity adapt or mitigate implications of the
Identified risk or risk or opportunity
opportunity
(R/O)
Climate Risk Weather and climate can 1.  
As a part of farmer advisory, the Company Negative - in short -
Protection significantly impact the promotes sustainable farming practices that term due to capital
Company’s business. reduce the use of chemicals and prevent soil expenditure and
Adverse weather conditions erosion; these practices include conservation operating expenditure
(such as drought, heavy tillage, crop rotation, cover crops, etc. The focus is involved in adoption
rains, storms, etc.) pose a on yield increase, social and economic well-being of renewable energy
risk of crop losses, reduced of farmers and communities, and positive impact sources and switching
yields and land degradation on nature by improving soil health, reducing on- to cleaner fuels.
and therefore would impact field greenhouse gas emissions, and increasing
the agricultural value chain carbon sequestration thereby helping to mitigate
as a whole. Additionally, it is adverse climate change, restoring biodiversity and
known that there is food loss/ conserving water. One such initiative promoted by
wastage during handling of the Company is transforming rice cropping system
crops from farmer's farm till from conventional Transplanted Puddled Rice to
the consumer's household Direct Seeded Rice technique which is anticipated
(i.e. storage, warehousing, to improve the water usage per kilogram of rice crop
and transportation). The by about 25% by 2030 and would also contribute
yield loss in addition to towards reducing greenhouse gas emissions.
food loss/wastage poses
a risk of food security. In FarmRise (a mobile app) is in place helping more
addition to the quantitative than 1,00,000 monthly users access farming
loss, such wastage in the advice, evaluate pest infestations, rent drones, join
agriculture value chain leads carbon programmes, check weather, and watch
to atmospheric build-up and commodity pricing, all from a smartphone.
global warming.
Further, support is provided to smallholder farmers
One of the long-term natural with education and ambassador programmes,
and physical effects of and digital in-field services such as seed planting,
climate change is on the precision irrigation or crop protection advice
permanent water cycle (for through Better Life Farming (BLF) Centres.
example transition to a wetter
or drier climate or delay in 2. Energy source diversification through the use of
monsoon season), spread of sustainable source as well as renewable energy
diseases and insect pests as through installation of solar panel, conversion
well as temperature changes. of dryers to natural gas and entering into Power
Purchase Agreement (PPA) for using renewable
Introduction of regulatory energy (wind and solar energy hybrid model) for
requirements and economic manufacturing activities.
disruptions due to transition
risk could impact the 3. Rainwater harvesting has been implemented at our
Company’s business. sites to conserve/recharge groundwater.

4. 
Investing in process innovations and in the
implementation and optimisation of energy
management systems at our production sites, such
as installation of energy-efficient air compressors,
dust collection systems, light and motion detection
sensors.

5. Optimisation of our distribution network to achieve

customer-centricity has helped the Company to
reduce the overall logistics footprint. The Company
is also envisaging usage of railways as an alternate
logistics partner for customer directly shipped from
our manufacturing sites.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Material Indicate Rationale for identifying In case of risk, approach to Financial

Issue whether the risk/opportunity adapt or mitigate implications of the
Identified risk or risk or opportunity
opportunity
(R/O)
Protection Risk Non-reduction of air The Company has implemented various steps to Negative - due to
of the emissions, water scarcity and contribute towards protecting the environment - both capital expenditure
Environment inadequacy of clean water internally as well as in association with their customers: and operating
in sufficient quantities could expenditure on
lead to disruption of business 1. 
Environmentally friendly products: Majority of the systems and
operations, affect health of Company’s products are classified as blue and green processes needed for
the people, animals, and label products. good environmental
plants. performance.
2. Process innovations at our sites: We have installed
Untreated water discharges energy-efficient air compressors, dust collection
from plant locations could systems which would result in lesser air emissions.
contaminate the soil or
groundwater reserves. 3. Water conservation: Adopted rainwater harvesting,
implementing drip irrigation and water recycling
Non-compliance of existing systems. As a part of farmer advisory, the Company
or emerging regulations promotes sustainable farming practices that reduces
around environment the use of chemicals and prevent soil erosion by
protection could result in advising practices such as conservation tillage, crop
economic penalties and rotation, cover crops, etc. The positive impact of
reputational damage. this is seen through improved soil health, reduced
greenhouse gas emissions, restored biodiversity and
conservation of water. One such initiative promoted
by the Company is transforming rice cropping system
from conventional Transplanted Puddled Rice to
Direct Seeded Rice technique.

4. 
Wastewater management: Wastewater generated
at our sites is subject to treatment and strict
monitoring before it is discharged into the various
authorised disposal channels. We have installed
online analysers, where required, to monitor critical
parameters at the outlets of their wastewater
treatment plants.

5. Sustainable farming practices: As a part of farmer

advisory, the Company promotes sustainable
farming practices that reduces the use of chemicals
and prevent soil erosion; these practices include
conservation tillage, crop rotation, cover crops, etc.
As a part of farmer advisory, the Company promotes
sustainable farming practices and responsible use of
agro chemicals.

6. 
Plastic waste management: The Company is
registered as a Brand Owner and Importer and is
responsible for disposal of plastic waste generated
as per the Extended Producer Responsibility (EPR)
guidelines. The Company is undertaking activities
in compliance with various regulatory requirements
for waste management; as part of this programme,
the Company has appointed a recycling agency to
collect plastic from the market and facilitate its safe
disposal at state level incineration facilities.

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 Bayer CropScience Limited Annual Report 2023-24

Material Indicate Rationale for identifying In case of risk, approach to Financial

Issue whether the risk/opportunity adapt or mitigate implications of the
Identified risk or risk or opportunity
opportunity
(R/O)
Biodiversity Risk The biggest threat to 1. 
The Company is committed towards conserving Negative - due to
biodiversity is the loss, the biodiversity of the areas in which it operates. fines and penalties
deterioration, and Currently, none of the Company's operations/offices that can be levied
fragmentation of habitats due are situated in/around ecologically sensitive areas. on the Company for
to the Company’s operations Further, no new production sites or operations are directly or indirectly
planned in areas identified as statutorily protected impacting biodiversity
with regards to their natural characteristics, on account of its
biodiversity, or other factors. operations
2. The Company undertakes initiatives in the form of
trainings to farmers for safe use of its products as
well as setup mechanism for plastic waste collection
and disposal as measure towards avoiding plastic
pollution and protecting the environment.
3. Sustainable farming practices: As a part of farmer
advisory, the Company promotes sustainable
farming practices that proposes responsible use of
chemicals and prevent soil erosion; these practices
include conservation tillage, crop rotation, cover
crops, etc.
Business Risk We strongly believe The Company is committed to compliance and Negative - due to
Ethics in conducting our ethical business conduct. The Company believes that expenses related
businesses responsibly compliance is essential for our long-term commercial to compliance
and in compliance with success, and it will forgo any business transaction that management system
statutory requirements and would violate any of the 10 principles in our Corporate and trainings
regulations. Any event of Compliance Policy. These principles are:
non-compliance can affect - We compete fairly in every market.
the Company’s reputation,
- We act with integrity in all our business dealings.
undermine stakeholder trust,
disrupt business operations, -  We balance economic growth with ecological and
and could result in financial social responsibility.
repercussions, such as fines -  We observe all trade controls that regulate our global
and penalties. business.
- We safeguard equal opportunity in securities trading.
- We keep accurate books and records.
- We treat each other with fairness and respect.
- We protect and respect intellectual property rights.
- We act in Bayer’s best interest.
- We protect and secure personal data.
Employees are obligated to report compliance
violations. The Company ensures that no employees
are disadvantaged or exposed to retaliatory measures
because they reported a suspected compliance
violation in good faith.
We encourage third parties to raise their concerns about
compliance. In addition to the Company’s employees,
the SpeakUp Platform/Compliance Hotline is open
to any third party who would like to report a possible
compliance violation anonymously. This applies
irrespective of whether the third party has a business
relationship with the Company or whether their own
rights are affected. The Company has platforms
through which not only customers, employees of direct
or indirect suppliers, but residents around local sites,
trade unions and NGOs, for example, are also entitled
to submit their concerns.
The Company has in place a robust IT-based
compliance management tool which helps in monitoring
adherence to all relevant laws and regulations.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Material Indicate Rationale for identifying In case of risk, approach to Financial

Issue whether the risk/opportunity adapt or mitigate implications of the
Identified risk or risk or opportunity
opportunity
(R/O)
Product Opportunity Product stewardship means The Company has put in place necessary directives Positive - due to
Stewardship that our products meet the and management systems to implement regulatory and improvement in
highest quality standards voluntary product stewardship requirements. market presence
and are safe for people and
1. 
Product registration: Our crop protection as well
the environment when used
as seeds finished products are subject to stringent
properly. With the increasing
regulations that prescribe specific and detailed
demand for safe and
approval and registration procedures. Hence, our
sustainable products, as well
products cannot be sold on the market until they have
as regulatory requirements
been approved by a competent authority or an official
surrounding it, product
registration has been granted. Further, processes
stewardship is a key topic
have been established throughout the Company to
for our business. Hence, we
address enquiries about product safety or problems
see this as an opportunity to
with our products that are already available on the
expand our market presence
market.
through product stewardship
initiatives. 2. Product counterfeiting: Product counterfeiting is a
concern and the Company endeavours to resolutely
and effectively prevent counterfeiting to ensure
customers have access to safe and effective original
products. In this regard, the Company has provided
consumers/farmers access to digitised versions of
product information in their preferred languages
by scanning the QR code of product labels. The
QR code can also be used to authenticate the
genuineness of the product.

3. 
Safe handling of products: Company through its
field force conduct safety briefings informing the
consumers about the usage of PPEs and product
handling. Since 2016, Bayer Safe Use Ambassador
programme is aimed at creating trainers for safe
use products has been in place at various State
Agricultural universities.

4. 
Waste management initiative: The Company is
registered as a Brand Owner and Importer and is
responsible for disposal of plastic waste generated
as per the Extended Producer Responsibility (EPR)
guidelines. The Company is undertaking activities
in compliance with various regulatory requirements
for waste management; as part of this programme,
the Company has appointed a recycling agency to
collect plastic from the market and facilitate its safe
disposal at state level incineration facilities.
Human Risk Neglecting human rights Human rights are a matter of great importance for the Negative - due to
Rights would have a detrimental Company not only within its own sites but across its costs involved in due
effect on the Company's entire supply chain. diligence and training
reputation and public image,
The Company is fully committed to upholding human
making it a crucial aspect
rights and has documented its stance in its Human
of our overall responsible
Rights Policy. The policy covers human rights
business conduct initiative.
requirements within the company and obligates its
employees to respect and foster human rights within
their own business activities and in business relations.

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 Bayer CropScience Limited Annual Report 2023-24

Material Indicate Rationale for identifying In case of risk, approach to Financial

Issue whether the risk/opportunity adapt or mitigate implications of the
Identified risk or risk or opportunity
opportunity
(R/O)
One of our Compliance Management principles is to
ensure that employees enjoy Fairness and Respect at
Work (FRW). All employees are aware of this, and they
are encouraged to voice their grievance/concern with
regard to FRW via the SpeakUp Platform/Compliance
Hotline. Further, Company employees have access to
Bayer AG’s training programme “Respecting Human
Rights at Bayer” created to enhance awareness of the
importance of human rights in their day-to-day activities

The Company’s Supplier Code of Conduct which is

circulated and made known to all its suppliers covers
topics of Ethics, People and Labour, Quality and
Governance Management Systems. Under the topic of
People and Labour, the Company has clearly laid out
its expectations in respect of avoidance of child labour,
avoidance of bonded or forced labour and protecting
freely chosen employment, need to have freedom of
association, need to have adherence to working time,
wages and benefits, importance of equal treatment,
etc. During the financial year 2023-24, the Company’s
Operations team, along with HSE colleagues,
conducted review at tolling site, on various topics,
including those mentioned above. Additionally, audits
were conducted at sites of Tier-2 suppliers (supplier
of our raw material supplier) as part of our initiative to
review all above mentioned aspects at our value chain
partners.

Regarding growers in our seeds business, we have

implemented a governance mechanism to review
practices related to wages and benefits and the
avoidance of child labour at the growers’ fields.
Employee Opportunity It is well known that Recognising the importance of human resources, the Positive - due to
Welfare and availability of trained and Company has implemented several employee-focussed increased productivity
Occupational skilled workforce in a initiatives - this ranges from onboarding training, buddy and sustainable
Safety knowledge-based economy culture, talent management, rewards and recognition, operations
can lead to a significant employee training, career development programmes
increase in productivity, etc. In an endeavour to encourage employees to
more efficient and effective get a holistic work experience, there is a process for
operations which would internal job rotations, short-term assignments etc.
contribute to Company’s Annual performance evaluation process and Employee
success. The advantage of Potential evaluation helps the Company to identify top
having access to a large pool talents and groom them for future leadership roles.
of trained talent with diverse
The Company has implemented changes in talent
perspective which helps us
acquisition/management to ensure equitable and
in meeting growing business
inclusive processes to achieve diversity dimensions
requirements and is a key
in terms of gender, generations, nationality, career
ingredient for us to gain
experience, LGBTQ+ and people with disabilities.
competitive advantage.
The Company believes in open and transparent
feedback culture. All managers are encouraged to
seek feedback on an anonymous basis from their
team members, peers and use the same for self-
development. The Company has rolled out ‘Employee
Voice’ surveys at half yearly intervals wherein it seeks
feedback from its employees and uses this to make
modifications, if need be, to its employee practices.
Our hybrid working model, has provided flexibility to the
employees and is one more step in ensuring necessary
work-life balance.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Material Indicate Rationale for identifying In case of risk, approach to Financial

Issue whether the risk/opportunity adapt or mitigate implications of the
Identified risk or risk or opportunity
opportunity
(R/O)
The Company provides best-in-class health, child care,
insurance programmes and benefits to employees
which get benchmarked periodically. The Company has
been certified as ‘Platinum Level Healthy Workplace’ in
Arogya World study highlighting its high focus on health
for its employees. The Company has also encouraged
and promoted several of its suppliers to go through this
rigorous process and get their own certifications too.

We have a robust health and wellbeing programme

catering to the varied needs of our workforce working
at sites or hybrid mode. We have partnered with a
reputed wellness service aggregator and are offering
a Digital Health wallet. Through this facility, employees
can choose to visit medical centres closest to them for
health checkups and access to online health activity
sessions. The wallet also includes online OPD benefits.
Our processes are digitalised and can be operated by
employees from anywhere. We share articles, conduct
webinars, quizzes and other engagement activities
including gamification on various physical, emotional
and mental health topics. We have partnered with a
reputed service provider who offers 24x7 employee
assistance programmes for employees and their family
members holistic well-being.

Within the context of Occupational Health and Safety,

employees and employees of contractors receive
extensive training in the prevention of accidents and
safety incidents and in promoting and maintaining
their own health. The measures range from general
safety briefings to special training courses on the safe
handling of chemical substances to web-based training
that highlights the advantages and possibilities of a
work environment that promotes health.

We actively promote safety-conscious behaviour as an

important starting point for preventing accidents and
injuries and encourage our employees and those of
contractors to immediately report work-related hazards
or dangerous situations to their supervisors.

Health Safety Environment (HSE) management

systems are implemented at our sites. Audits are an
integral component of our global HSE management
system. They help to ensure compliance with applicable
regulations and improve our performance through the
management and mitigation of possible HSE risks. The
Company's internal S.A.F.E. score indicator has been
established to measure safety programme maturity
beyond the traditional indicators of the Recordable
Incident Rate (RIR) and Severity of Injuries. S.A.F.E.
is a combination of different aspects of safety incident
reporting and is primarily used to improve overall
employee engagement in occupational safety.

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 Bayer CropScience Limited Annual Report 2023-24

Material Indicate Rationale for identifying In case of risk, approach to Financial

Issue whether the risk/opportunity adapt or mitigate implications of the
Identified risk or risk or opportunity
opportunity
(R/O)
Supplier Risk Our businesses operate The Company operates according to an established Negative - due to
Management in a complex and dynamic supplier management process. Long-term contracts and adoption of adequate
environment wherein the active supplier management for strategically important systems and
inward supply chain involves goods and services are important elements of this processes and due
multiple stakeholders, topic. This helps to minimise our procurement specific diligence
both organised as well as risks such as supply bottlenecks or significant price
unorganised. fluctuations, while at the same time also safeguards
the Company’s competitiveness and ensuring smooth
In order to enable the
production processes.
Company to provide quality
finished products to our In addition to the above, the Company is focussing on
consumers, it is necessary sustainable supplier environment. Our expectations
that our suppliers provide from the suppliers are clearly laid out in Supplier Code of
us with the necessary Conduct. The document covers topics of Ethics, People
quantity of materials (raw, and Labour, Quality and Governance Management
intermediaries, packing, Systems. From establishing a review mechanism, during
etc.) on timely basis. Any the financial year 2023-24, the Company’s Operations
disruption in the supply chain team, along with HSE colleagues, conducted reviews at
could potentially adversely tolling site, on various topics, including those mentioned
affect the production and above. Additionally, audits were conducted at sites of
delivery of our products. Tier-2 suppliers (supplier of our raw material supplier)
as part of our initiative to review all above mentioned
aspects at our value chain partners.

The Company also assesses the suppliers through

Together for Sustainability (TFS) (physical audits)
and EcoVadis (online assessment) platforms. The
areas covered as part of the audit/assessment include
environment, ethics, labour and human rights, health
and safety, governance, management systems and
sustainable procurement which also correspond to the
requirements of the Supplier Code of Conduct.
Stakeholder Risk Stakeholder activism has Stakeholder dialogue helps us to recognise important No significant financial
and increased in the past few trends and developments in society and our markets impact
Community years. Failure to engage at an early stage and take this information into account
Involvement and address the concerns when shaping our business and our policy advocacy
of various stakeholders can activities. We also leverage industry platforms to
result in various market and organise consultative workshops and roundtables to
reputational risks. help shape the future of food systems.

In community engagement, the Company is active

through its CSR programmes. Our community
engagement processes involve analysing and getting
to know the beneficiaries, execution of the programme
and culminates with an impact assessment. The
Company and its employees engage and participate
in environment protection awareness campaign such
as 'RUN BLUE' (a marathon to increase awareness
and need for action to address water crisis). In addition
we have Community Outreach programmes which are
organised by employees for communities around our
sites. We measure impact as ‘touches’ - i.e. number
of society members benefited by these programmes.

For other stakeholders such customers, suppliers,

investors, regulators, the relevant business function
is in close interactions with them at necessary
frequencies.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management Processes
1. a. Whether your entity’s Yes Yes Yes Yes Yes Yes Yes Yes Yes
policy/policies cover
each principle and its
core elements of the
NGRBCs. (Yes/No)
b. Has the policy been Yes Yes Yes Yes Yes Yes Yes Yes Yes
approved by the
Board? (Yes/No)
c. Web Link of the https://www.bayer.in/en/investors/policies
Policies, if available
2. Whether the entity has Yes Yes Yes Yes Yes Yes Yes Yes Yes
translated the policy into
procedures. (Yes/No)
3. Do the enlisted policies Yes No Yes No Yes Yes No No Yes
extend to your value chain
partners? (Yes/No)
4. Name of the national No ISO 9001 ISO 45001 No Bayer is a ISO 14001 No No No
and international codes/ certification (quality (occupational certification founding (environmental certification certification certification
management health & safety member of management
certifications/labels/ systems) management the UN Global systems)
standards (e.g., Forest systems) Compact and
Stewardship Council, respects the
Fairtrade, Rainforest Universal
Declaration of
Alliance, Trustee) Human Rights
standards (e.g., SA 8000, of the United
OHSAS, ISO, BIS) adopted Nations
by your entity and mapped
to each principle.
5. Specific commitments, A. Environment Targets:
goals and targets set by 1. Promote renewable energy consumption through solar installations at our sites to reduce GHG emissions.
the entity with defined 2. Promote rainwater harvesting at our sites to reduce the usage of fresh water.
timelines, if any. B. Social Targets:
1. Proportion of women in top management : 33% by 2025 and 50% by 2030.
2. 5% of our workforce to be made up of people with disabilities/differently abled individuals by 2030.
3. Promote healthy workplace initiatives within our supplier community and encourage suppliers to seek ‘Healthy
Workplace’ certification.
4. Conduct at least one health engagement programme every year in each of the six areas: Physical health, mental
health, emotional health, women’s health, financial wellbeing, personal energy management.
5. Continue to maintain ISO 45001 – Occupational Health and Safety (OH&S) Management System certification at
our Product Supply locations.
6. Make efforts to maintain Employee Lost Time Recordable Injury Rate (LTRIR) at BCSL sites < 0.5.
6. Performance of the entity The Company has set targets across environmental and social parameters during this financial year. Performance on
against the specific individual targets will be reported from the next financial reporting year.
commitments, goals, and
targets along with reasons
in case the same are not
met.

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 Bayer CropScience Limited Annual Report 2023-24

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Governance, Leadership and Oversight
7. Statement by director responsible for the business responsibility report, highlighting ESG-related challenges, targets and achievements.
The BRSR report explores our Environmental, Social, and Governance (ESG) challenges and accomplishments over the past fiscal year. In the ever-
evolving agriculture industry, the future of food production relies on innovative and regenerative tools that address farm-level issues while promoting
sustainability. However, climate change remains a pressing concern, leading to extreme weather events and other challenges that threaten crop yields and
the agricultural value chain.

At BCSL, our customer-centric approach drives us to develop specialised technologies aimed at boosting farmer productivity while addressing sustainability
challenges. Through sustainable practices and innovative solutions, we empower farmers to achieve more with less, enhancing farm productivity and
profitability while promoting environmental stewardship.

In addition to financial growth, we prioritise integrating ESG principles throughout our operations. We believe that ESG and business goals do not
contradict but actually complement each other, making our customers and our business sustainably more profitable. This involves initiatives to reduce
our environmental footprint, engage rural communities, and foster equitable development. Environmental and social considerations are ingrained in our
business activities to improve sustainability performance, with focussed mitigation plans addressing key challenges.

1. Product Safety: We uphold stringent regulatory standards to ensure the safety and efficacy of our products. Measures such as digitising product
information and conducting safety briefings underscore our commitment to product safety.
2. Empowerment of Smallholder Farmers and Rural Development: We work to improve the lives of smallholder farmers through interventions across
the value chain, enhancing access to quality inputs, agronomy, and market linkages. Initiatives also focus on developing rural micro-entrepreneurship
and promoting gender-smart ecosystems.
3. Water Conservation: We prioritise water conservation through practices like rainwater harvesting and drip irrigation, striving to minimise water usage.
Advocacy for water-efficient farming techniques, such as Direct Seeded Rice, further supports our efforts.
4. Protecting Clean Air and Promoting Energy Efficiency: To combat climate change, we reduce energy consumption and air emissions by adopting
sustainable energy sources and renewable technologies. Initiatives such as installing solar panels and converting dryers to natural gas help us
minimise our environmental impact while optimising energy efficiency at our production sites.
5. Preserving Human Rights: We prioritise fairness and respect across our operations and supply chain, implementing employee-focussed initiatives
and compliance mechanisms to uphold labour standards and promote inclusivity.
6. Corporate Governance: Our growth strategy is anchored in responsible corporate governance, as outlined in our Corporate Compliance Policy. We
commit to fair competition, integrity in business dealings, and environmental and social responsibility.
7. Specific agronomic interventions: Our Direct Acres Programme (Mechanised Dry Direct Seeding of Rice) significantly reduces methane emissions,
water needs, production costs (labour) and can lead to carbon credits (additional income to farmers).
With a legacy of over 127 years in India, we remain dedicated to continuous improvement and collaboration. Through science and innovation, we strive to
deliver sustainable solutions and drive positive change, envisioning a world where life thrives to its fullest potential.
8. Details of the highest CSR & ESG Committee
authority responsible
for implementation and
oversight of the Business
Responsibility policy (ies).
9. Does the entity have a Yes
specified Committee of the A CSR & ESG committee exists, and Mr. Simon-Thorsten Wiebusch is the Chairman.
Board/Director responsible
for decision-making on
sustainability related
issues? (Yes/No). If yes,
provide details.

10. Details of Review of NGRBCs by the Company:

Subject for Indicate whether review was undertaken by Frequency (Annually/Half yearly/Quarterly/Any
Review Director/Committee of the Board/Any other other – please specify)
Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance As part of the Internal Audit (global and local), Annually
against above Procurement Audits, HSE Audits as well as Compliance
policies and Audit, adherence to policies is checked and
follow-up action recommendations (if any) are made.
Compliance Yes Annually
with statutory
requirements
of relevance to
the principles,
and rectification
of any non-
compliances

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

11. H
 as the entity carried out independent assessment/ P1 P2 P3 P4 P5 P6 P7 P8 P9
evaluation of the working of its policies by an external No No No No No No No No No
agency? (Yes/No). If yes, provide name of the agency

12. If answer to question above is “No” i.e., not all Principles are covered by a policy, reasons to be
stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
a. The entity does not consider the principles material to its
business (Yes/No)
b. The entity is not at a stage where it is in a position to formulate
and implement the policies on specified principles (Yes/No)
Not applicable
c. The entity does not have the financial or/human and technical
resources available for the task (Yes/No)
d. It is planned to be done in the next financial year (Yes/No)
e. Any other reason (please specify)

SECTION C: PRINCIPLE-WISE PERFORMANCE DISCLOSURE

PRINCIPLE 1: BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH
INTEGRITY, AND IN A MANNER THAT IS ETHICAL, TRANSPARENT AND ACCOUNTABLE.

ESSENTIAL INDICATORS
1. Percentage coverage by training and awareness programmes on any of the principles during the
financial year:
Segment Total number Topics/principles covered under the training and its % of persons
of training and impact in respective
awareness category
programmes covered by
held the awareness
programmes
Board of 1  9 NGBRC Principles and 10 Corporate Compliance 100%
Directors Principles of the Company and duties and responsibilities
of Directors are covered
Key 1  9 NGBRC Principles and 10 Corporate Compliance 100%
Management Principles of the Company are covered
Personnel 3  Engage.Shape.Perform. - Leader@Bayer, 25%
 One Bayer – Ways of Working #WoW
 Strategic Skills Planning Enablement
Employees 45  Architecting on AWS 31%
other than  BayerNet Editors 2.0
BODs and  Business Mindset Journey
KMPs  Change Foundation Programme: The People Side of Change
 Contractor Management Representative Leader Training
 Data Privacy Day 2023
 Developing on AWS
 Development Days - Courageous Conversations
 Development Days - Development at Bayer/Better starts
with You
 Development Days - Enhancing Personal Branding

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 Bayer CropScience Limited Annual Report 2023-24

Segment Total number Topics/principles covered under the training and its % of persons
of training and impact in respective
awareness category
programmes covered by
held the awareness
programmes
 Development Days - Leveraging Diversity, Equity &
Inclusion (DEI)
 Development Days - Living LIFE Values
 Development Days - Sharpening MS Excel Skills
 Development Days - Talent Management
 DFS-Cybersecurity Training Session: (EMEA, LATAM &
North American Time Zones)
 Engage.Shape.Perform. - Leader@Bayer
 ESP4HR
 Group Finance (Accounting & Tax & Treasury) training for
Procurement
 High Impact Presentation @ Bayer
 How is MY ENERGY level?
 Integrity Week Training Sessions 2023
 Introduction to Dietary Safety Assessment
 Introduction to Product Chemistry and Compliance (PCC)
 IT Service Management Practices@Bayer
 Mixing Technology Training for Process Development and
Production
 One Bayer – Ways of Working #WoW
 One S2P @ GBS
 PIC Beginner Training
 PLE Academy – Module 4: Leading Remote Project Teams
 PLE Academy – Module 5: High Impact Presentations
 PLE Academy – Module 7: Resilience
 Power Automate Training - Part 2 (SC Bengaluru)
 Procurement Leader as a Coach (All Procurement
Employees + Source-to-Pay People Leaders)
 Procurement Negotiation Ad-hoc Consultation
 Procurement Negotiation Advanced Learning Programme
 Procurement Negotiation Basic Learning Programme
 Reliability & Maintenance Academy: Design for Reliability –
Basics
 Reliability & Maintenance Academy: Reactive Maintenance
– Basics
 Reliability & Maintenance Academy: Spare Parts
Management
 Reliability & Maintenance Academy: Work
 Planning and Scheduling – Advanced
 Strategic Skills Planning Enablement
 Training Admin
 Warehouse Self Inspection Toolbox & Checklist
 Welcome to Bayer Procurement - Global Onboarding
Part 1 and Part 2

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Segment Total number Topics/principles covered under the training and its % of persons
of training and impact in respective
awareness category
programmes covered by
held the awareness
programmes
Workers 10  
Refresher training on ISO 9001 & 14001 (IMS) 100%
Refresher training on emergency handling and firefighting
 
training
 
Emergency preparedness by Mock drill & Table top
exercise
 
BBS - Refresher training – What is Safe & At Risk
Behaviours
 
Refresher training on Process and Plant Safety, MOC –
Process, Plant Hazards and its control
 
Forklift/Stacker operational and Safety training
 
Induction and refresher HSE training for external
contractors
 
Awareness training on PPE Use and Maintenance
 
Awareness training on Hazards and Risks at workplace
 
Awareness training of Safety Work Permit system

2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings

(by the entity or by directors/KMPs) with regulators/law enforcement agencies/judicial institutions, in
the financial year, in the following format.
Monetary
NGRBC Name of the Amount Brief of the Case Has an
Principle regulatory/ (In `) appeal
enforcement been
agencies/ preferred?
judicial (Yes/No)
institutions
Penalty/Fine - - - - -
Settlement - - - - -
Compounding Principle 9 Government 1,10,000 Notice was received for offence under Section No
fee of 18 (1) read with Rules 21(3) and, Section 36(2)
Maharashtra, read with Rule 32 under The Legal Metrology
Legal Act, 2009/The Legal Metrology (Packaged
Metrology Commodities) Rules, 2011/The Maharashtra
Organisation Legal Metrology (Enforcement) Rules, 2011
in relation to declarations to be mentioned on
the label of the pre-packaged product of the
Company.
Principle 9 Government 50,000 Notice was received for offence under Section No
of 18(1) read with Rules 6(1) (d), 6(1) (e) and, S.
Maharashtra, 36 (1) under The Legal Metrology Act, 2009/
Legal The Legal Metrology (Packaged Commodities)
Metrology Rules, 2011/The Maharashtra Legal Metrology
Organisation (Enforcement) Rules, 2011 in relation to
declarations to be mentioned on the label of
the pre-packaged product of the Company.

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 Bayer CropScience Limited Annual Report 2023-24

Non-Monetary
NGRBC Name of the Brief of the Case Has an
Principle regulatory/ appeal
enforcement been
agencies/ preferred?
judicial (Yes/No)
institutions
Imprisonment - - - -
Punishment - - - -

3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases
where monetary or non-monetary action has been appealed.
Case Details Name of the regulatory/enforcement agencies/judicial institutions
- -

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if
available, provide a web-link to the policy.
Yes. The policies are available on weblink: https://www.bayer.in/en/investors/policies

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any

law enforcement agency for the charges of bribery/corruption:
FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Directors 0 0
KMPs 0 0
Employees 0 0
Workers 0 0

6. Details of complaints with regard to conflict of interest:

FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Number Remarks Number Remarks
Number of complaints received in relation to 0 - 0 -
issues of Conflict of Interest of the Directors
Number of complaints received in relation to 0 - 0 -
issues of Conflict of Interest of the KMPs

7. Provide details of any corrective action taken or underway on issues related to fines/penalties/
action taken by regulators/law enforcement agencies/judicial institutions, on cases of corruption and
conflicts of interest.
No such complaint or case of corruption and conflict of interest registered in FY 2023-24.

8. Number of days of accounts payables (Accounts payable *365)/Cost of goods/services procured) in

the following format:
FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Number of days of accounts payables 60 87

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

9. Open-ness of business: Provide details of concentration of purchases and sales with trading houses,
dealers, and related parties along with loans and advances & investments, with related parties, in the
following format:
Parameter Metrics FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Concentration a.  Purchases from trading houses as % of total 2% 2%
of Purchases* purchases
b.  Number of trading houses where purchases 33 31
are made from
c.  Purchases from top 10 trading houses as % of 91% 90%
total purchases from trading houses
Concentration a. Sales to dealers/distributors as % of total sales 97% 96%
of Sales b. Number of dealers/distributors to whom sales 4157 4324
are made
c. Sales to top 10 dealers/distributors as % of 6% 6%
total sales to dealers/distributors
Share of RPTs a.  Purchases (Purchases with related parties/ 55% 53%
in Total Purchases)
b. Sales (Sales to related parties/Total Sales) 7% 7%
c. Loans & advances (Loans & advances given to Nil Nil
related parties/Total loans & advances)
d. Investments (Investments in related parties/ Nil Nil
Total Investments made)
*Note: Covers purchase of formulation chemicals, active ingredients and packing material from trading houses.

LEADERSHIP INDICATORS
1. Awareness programmes conducted for value chain partners on any of the principles during the
financial year:
Total number of training and Topics/principles covered % of value chain partners covered
awareness programmes held under the training (by value of business done
with such partners) under the
awareness programmes
3 (1 training to Outbound Warehouse Safety, Road Safety Outbound Transporters: 100%
Transporters and 2 trainings to and Legal Compliance Seed Tollers: 54%
Tollers at Shamirpet location)
1 (Supplier) Supplier Code of Conduct, 12%
Topics pertaining to technical
inspection for explosion
prevention and protection, HSE
management systems
1 (Learning Path 1 training to Promoting Rural 3.70%
Sahbhaagis) Entrepreneurship, Promoting
Good Farming Practices
1 (Corn Module training to Seed to Harvest topics (including
Sahbhaagis) information on BCSL seed
portfolio, pest identification and
management as per label claims
and good agronomic practices)

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 Bayer CropScience Limited Annual Report 2023-24

2. Does the entity have processes in place to avoid/manage conflict of interests involving members of
the Board? (Yes/No) If yes, provide details of the same
Yes. The Company has a policy on the Code of Conduct for the Board of Directors and Senior Management
of the Company. The policy outlines the process for a conflict of interest for the Directors and Senior
Management and are expected to avoid situations in which his/her personal interest could conflict with the
interest of the Company. The Company also receives annual declarations from its Board members on the
entities they are interested in and ensures requisite approvals as required are in place.

PRINCIPLE 2: BUSINESSES SHOULD PROVIDE GOODS AND SERVICES IN A

MANNER THAT IS SUSTAINABLE AND SAFE

ESSENTIAL INDICATORS
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve
the environmental and social impacts of product and processes to total R&D and capex investments
made by the entity, respectively.
Type FY 2023-24 FY 2022-23 Details of improvement in environmental
(Current (Previous and social impacts
Financial Year) Financial Year)
Research & 99% 99% FY 2023-24:
Development As a part of ongoing research and development
(R&D) activities, the Company is evaluating a number of early
phase compounds which are under development.
Further, new molecules and mixtures are also being
evaluated for use in a variety of agricultural and
horticultural crops, covering a wide spectrum of pest
and disease segments.
Crop Protection: The Company has conducted 920
 
field experiments across the country in 30 crops,
including major field crops and horticultural crops,
and tested more than 65 products. These innovations
mainly include evaluation of early-stage chemical
compounds, biologicals, plant growth regulators and
nutrient complex for the effective management of
insects, diseases, weeds, and overall plant health.
The Company has also collaborated with more than
60 State Agriculture Universities and ICAR institutes
for evaluation of crop protection innovations in
different crops through over 325 experiments in
project mode.
Seeds: The Company’s Breeding team has kicked
 
off the Abacus-Bio Project for gathering customer
insights and feedback for building bio-economic
indices which can be incorporated in designing
tailormade customer solutions for a given market
segment. The Company has made significant
progress in the development of Short Stature Corn
(SSC) by coding more than 600 parental lines and
advancing more than 20 lines in various segments.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Type FY 2023-24 FY 2022-23 Details of improvement in environmental

(Current (Previous and social impacts
Financial Year) Financial Year)
FY 2022-23:
The Company is empowering seed growers to adopt
water saving and sustainable practices. Sustainable
practices in the form of drip irrigation and farm ponds
are being adopted by growers with an aim of increasing
the grower land footprint coverage to 50% by 2025 as
compared to 27% in 2022. The Company is committed
to supporting the growers through advocacy, training
and technical knowledge building and extending
financial support on case-to-case basis. In 2022, the
drip irrigation and farm ponds initiatives have benefited
1,519 growers covering 5,889 acres and 140 growers
from 259 acres respectively. Overall, these initiatives
are contributing towards saving water, reducing Green
House Gases (GHG) emissions, increasing crop yield
and improving farmer incomes thereby contributing
towards environmental and social betterment.
Capital 10% 3% FY 2023-24:
Expenditure  Capital investment in Bead Mill contributing towards
(CAPEX) increased plant productivity and reduction in
electricity consumption per unit: ` 30.31 Million
 
Installation of new ETP plant with biological and
chemical ETP replacing the old biological ETP plant:
` 1.43 Million
 
Installation of drum decanting system to reduce
the usage of drums multiple times contributing to
reduced greenhouse gas due to no usage of carrier
vessels to transfer drums: ` 15.80 Million
 Installed solar water heating system for bathing to
reduce energy consumption: ` 0.58 Million
 Reduction in Rejected process water by 85% and
less usage of fresh process water ~2,000 kl/Year by
installing RO plant & Evaporator: ` 6.50 Million
 Capital investment for drone video sensor: ` 3 Million
 Capital investment to avoid plastic drums usage for
sunflower oil storage tank: ` 4 Million
 Installed custom-built cold storage system to reduce
electricity consumption: ` 0.73 Million
 Capital investment for detasseling machine to reduce
manual effort and labour cost: ` 5.40 Million
 Capital investment for hand push planters for FND
Field Production seeds are sown manually by labour
in fields. With this machine sow faster and manual
effort is less and with more uniformity and yield
improvement: ` 0.16 Million

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 Bayer CropScience Limited Annual Report 2023-24

Type FY 2023-24 FY 2022-23 Details of improvement in environmental

(Current (Previous and social impacts
Financial Year) Financial Year)
 Installed hand drier stainless steel to reduce paper
roll usage and contributing towards sustainability:
` 0.05 Million
 Installed cob sorter camera link cable with connectors
to reduce manual effort and increases dryer capacity
and save gas: ` 0.09 Million
 Installed earth pits refurbishment across site as
governance legal requirement: ` 0.48 Million
 Capital investment for battery operated forklift as
there was gas generation using diesel: ` 1.7 Million
FY 2022-23:
 Installed 50 kWh solar panel on roof top to generate
green energy and reduce dependency on traditional
energy and carbon emission
 Installed new filling machine to reduce energy
consumption and increase in output optimising shift
operations: ` 10.3 Million
 Capital Investment for energy-efficient air
compressors: ` 2 Million
 Capital investment for energy-efficient dust collection
systems: ` 3.5 Million
 Capital investment for natural gas conversion of
dryers: ` 3.5 Million
 Capital investment for 160 tonnes of refrigerant (TR)
chiller: ` 6 Million
 Reduction of water consumption in washrooms by
installing sensor taps – ` 1.1 Million
 For proper tracking of ground water consumption,
installed magnetic flow meters – ` 0.93 Million

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
No.

b. If yes, what percentage of inputs were sourced sustainably?

Not Applicable.

3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing
at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other
waste.
Processes are in place to ensure the safe disposal of products, including the disposal of obsolete/damaged
inventories or waste. We aim to minimise material consumption and disposal volumes through systematic
waste management. Waste reduction, segregation, safe disposal channels and economically expedient
recycling processes serve this purpose. In accordance with our philosophy, all manufacturing sites are obliged
to reduce waste and to dispose of it safely. All manufacturing sites of the Company handle (segregation,
storage, and disposal) all categories of waste in line with good environmental practices and in compliance
with applicable laws and relevant conditions prescribed in authorisations given by State Pollution Control
Boards/Pollution Control Committee.

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a) Plastic: The Company is registered as a Brand Owner and Importer and is responsible for disposal of
plastic waste generated as per the Extended Producer Responsibility (EPR) guidelines. The Company
is undertaking activities in compliance with various regulatory requirements for waste management; as
part of this programme, the Company has appointed a recycling agency to collect plastic from the market
and facilitate its safe disposal at state level incineration facilities.

b) E-waste: The disposal of Bayer IT hardware and storage media is handled in a secure manner following
our group-wide philosophy with regards to e-waste management. The Company has signed agreements
with e-waste vendors who are registered and authorised by the government to undertake e-waste
disposal in an eco-friendly manner without any adverse effect to the environment.

c) Hazardous: The manufacturing locations have systems in place for segregation, safe storage and
disposal of hazardous wastes. The Company has a process to receive product returns from the market
at the end of their shelf life as well as in case product containers are damaged. Such products are sent
back to the manufacturing sites which are then further sent to the authorised hazardous waste agencies
for safe disposal in accordance with the regulations and permit conditions. Additionally, autoclaved
laboratory waste generated at Bengaluru Research and Development Centre (BRDC) is also sent to
authorised waste vendor.

d) Others: All our locations (manufacturing sites and offices) have eliminated the use of single use plastics.
In addition, Shamirpet site has installed an organic waste composter to convert organic waste into
manure which is then utilised in fields near manufacturing site.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No).
If yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR)
plan submitted to Pollution Control Boards? If not, provide steps taken to address the same.
Yes, EPR is applicable. We have received the licence from the Central Pollution Control Board (CPCB) and
have submitted a plan to the CPCB which is in line with the EPR.

LEADERSHIP INDICATORS
1. 
Has the entity conducted Life Cycle Perspective/Assessments (LCA) for any of its products
(for manufacturing industry) or for its services (for service industry)? If yes, provide details in the
following format?
NIC Code Name of % of total Boundary Whether Results
Product/ Turnover for which the conducted by communicated in
Service contributed Life Cycle independent public domain (Yes/
Perspective/ external agency No) If yes, provide
Assessment (Yes/No) the web-link
was conducted
No. The Company’s sustainability strategy is not restricted to its own operations but also extends to its
suppliers through its Supplier Code of Conduct. It covers topics such as Ethics, Labour & Human Rights,
Health & Safety, Climate & Environment, Quality and Governance & Management Systems; with the goal of
strengthening our mutual understanding of how these principles should be practiced in day-to-day business.
In addition, the Company has processes in place to ensure the safe disposal of products, including the
disposal of obsolete/damaged inventories or waste in line with relevant state regulations.

2. If there are any significant social or environmental concerns and/or risks arising from production or
disposal of your products/services, as identified in the Life Cycle Perspective/Assessments (LCA) or
through any other means, briefly describe the same along with action taken to mitigate the same.
Name of Product/Service Description of the risk/ Action Taken
concerns
Not Applicable.

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3. Percentage of recycled or reused input material to total material (by value) used in production (for
manufacturing industry) or providing services (for service industry).

Indicate input material Recycled or re-used input

material to total material
FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
There is 0% recycled or reused input used in production.

4. Of the products and packaging reclaimed at end-of-life of products, amount (in metric tonnes) reused,
recycled, and safely disposed, as per the following format:
FY 2023-24 FY 2022-23
Current Financial Year Previous Financial Year
Re-used Recycled Safely Re-used Recycled Safely
Disposed Disposed
Plastics (including packaging) 0 0 0 0 1.40 3.40
(MT)
E-Waste (MT) 0 0 0 0 0 0.80
Hazardous Waste (MT) 0 0 0 0 0 9.52
Other Waste (MT) (Non- 0 0 0 0 0 2,483.00
Hazardous)

5. Reclaimed products and their packaging materials (as percentage of products sold) for each product
category.
Indicate product category Reclaimed products and their packaging
materials as % of total products sold in
respective category
Plastics (including packaging) (MT) 0%
E-Waste (MT) 0%
Hazardous Waste (MT) 0%
Other Waste (MT) 0%

PRINCIPLE 3: BUSINESSES SHOULD RESPECT AND PROMOTE THE WELL-BEING OF

ALL EMPLOYEES, INCLUDING THOSE IN THEIR VALUE CHAINS

ESSENTIAL INDICATORS
1. a. Details of measures for the well-being of employees:
Category % of employees covered by
Total Health Accident Maternity Paternity Day Care
(A) Insurance Insurance Benefits Benefits Facilities
No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
Permanent Employees
Male 949 949 100% 949 100% NA NA 949 100% 949 100%
Female 263 263 100% 263 100% 263 100% NA NA 263 100%
Total 1212 1212 100% 1212 100% 263 22% 949 78% 1212 100%

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Other than Permanent Employees

Male 339 339 100% 339 100% NA NA 0 0% 339 100%
Female 76 76 100% 76 100% 76 100% 0 0% 76 100%
Total 415 415 100% 415 100% 76 18% 0 0% 415 100%

b. Details of measures for the well-being of workers:

Category % of workers covered by
Total Health Accident Maternity Paternity Benefits Day Care
(A) Insurance Insurance Benefits Facilities
No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
Permanent Workers
Male 95 95 100% 95 100% NA NA 95 100% 95 100%
Female 10 10 100% 10 100% 10 100% NA NA 10 100%
Total 105 105 100% 105 100% 10 10% 95 90% 105 100%
Other than Permanent Workers
Male 3112 3112 100% 3112 100% NA NA 0 0% 3112 100%
Female 191 191 100% 191 100% 191 100% 0 0% 191 100%
Total 3303 3303 100% 3303 100% 191 6% 0 0% 3303 100%

c. Spending on measures towards well-being of employees and workers (including permanent and
other than permanent) in the following format:
FY 2023-24 FY 2022-23
Current Previous
Financial Year Financial Year
Cost incurred on well-being measures as a % of total revenue of 0.022% 0.017%
the company

2. Details of retirement benefits, for Current FY and Previous Financial Year:

Benefits FY 2023-24 (Current FY) FY 2022-23 (Previous FY)
No. of No. of Deducted No. of No. of Deducted
employees workers and employees workers and
covered as covered as deposited covered as covered as deposited
a % of total a % of total with the a % of total a % of total with the
employees workers authority employees workers authority
(Y/N/N.A.) (Y/N/N.A.)
PF 100% 100% Yes 100% 100% Yes
Gratuity 100% 100% Yes 100% 100% Yes
ESI 100% 100% Yes 100% 100% Yes
Others-Please Specify

3. Accessibility of workplaces: Are the premises/offices of the entity accessible to differently abled
employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016?
If not, whether any steps are being taken by the entity in this regard.
Yes, all premises/offices are accessible to differently abled employees and workers. These include ramps at
entry/exit gates and parking areas (no access or ramps are in restricted zone of production area), spacious lifts
available to accommodate wheelchairs. Personal assistance and a wheelchair provided wherever required.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act,
2016? If so, provide a web-link to the policy.
Yes, the Company has an Equal Opportunity Policy as per the Rights of Persons with Disabilities Act.
Weblink- https://www.bayer.in/en/investors/policies

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5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Permanent Employees Permanent Workers
Gender Return to work rate Retention Rate Return to work rate Retention Rate
Male 100% 79% 0% 0%
Female 100% 100% 0% 0%
Total 100% 92% 0% 0%

6. Is there a mechanism available to receive and redress grievances for the following categories of
employees and workers? If yes, give details of the mechanism in brief.
Category Yes/No Details of the mechanism in brief
Permanent Workers Yes The Company is committed to conducting business in an ethical and
Other than Permanent Yes lawful way and we encourage employees to raise their concerns about
Workers compliance.
Permanent Employees Yes
Our SpeakUp Platform/Compliance Hotline is available 24/7 for
Other than Permanent Yes raising grievances. Additionally, a location-based grievances handling
Employees mechanism is also in place (https://www.bayer.in/en/investors/policies)

7. Membership of employees and workers in association(s) or Unions recognised by the listed entity:
Category FY 2023-24 (Current FY) FY 2022-23 (Previous FY)
Total No. of % (B/A) Total No. of % (D/C)
employees/ employees/ employees/ employees/
workers in workers in workers in workers in
respective respective respective respective
category (A) category, who category (C) category, who
are part of are part of
association(s) association(s)
or Union (B) or Union (D)
Permanent Employees
Male 949 0 0% 974 0 0%
Female 263 0 0% 244 0 0%
Total 1212 0 0% 1218 0 0%
Permanent Workers
Male 95 80 84% 90 90 100%
Female 10 0 0% 6 6 100%
Total 105 80 76% 96 96 100%

8. Details of training given to employees and workers:

Category FY 2023-24 (Current FY) FY 2022-23 (Previous FY)
Total On Health and On Skill Total On Health and On Skill
(A) Safety measures upgradation (D) Safety measures upgradation
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Male 949 949 100% 273 29% 974 974 100% 214 22%
Female 263 263 100% 107 41% 244 244 100% 73 33%
Total 1212 1212 100% 380 31% 1218 1218 100% 287 24%
Workers
Male 95 95 100% 95 100% 90 90 100% 90 100%
Female 10 10 100% 10 100% 6 6 100% 6 100%
Total 105 105 100% 105 100% 96 96 100% 96 100%

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9. Details of performance and career development reviews of employees and workers:

Category FY 2023-24 (Current FY) FY 2022-23 (Previous FY)
Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
Employees
Male 949 949 100% 974 938 96%
Female 263 263 100% 244 215 88%
Total 1212 1212 100% 1218 1153 95%
Workers
Male 95 95 100% 90 90 100%
Female 10 10 100% 6 6 100%
Total 105 105 100% 96 96 100%

10. Health and safety management system:

a. Whether an occupational Yes
health and safety All sites have implemented an occupational health and safety management
management system has system. All sites also comply with the Bayer Corporate Policy 2055
been implemented by the (https://www.bayer.com/sites/default/files/HSE-Key-requirements.pdf)
entity? (Yes/No). If yes, the which lays down the framework for a management systems approach to
coverage such system? occupational health and safety. Additionally, Himatnagar, Shamirpet and
Bengaluru Research & Development Centre are ISO 45001 Occupational
Health and Safety Management System-certified since past several
years.
b. What are the processes Sites conduct Occupational Safety and Health risk assessment for
used to identify work- all activities. The Risk Assessment document is a live document and
related hazards and assess includes control/mitigation measures required to reduce risk to an
risks on a routine and non- acceptable/manageable level.
routine basis by the entity?
c.  Whether you have Yes. There are processes for workers to report work-related hazards
processes for workers to and to remove themselves from such risks. All safety observations, near
report the work-related misses and incidents are reported in the Bayer Intelex® Incident reporting
hazards and to remove tool. This online reporting tool is available for all Bayer employees and
themselves from such supervised contractors. The reported incidents are verified by the Health
risks. (Yes/No) and Safety team and corrective/preventive actions are tracked to closure
in the system.
d. Do the employees/workers Yes. Employees/Workers have access to non-occupational medical and
of the entity have access to healthcare services. A Digital health wallet facility with non-occupational
non-occupational medical annual medical health check-ups, Employee Assistance Programme,
and healthcare services? OPD benefits, specialist medical consultation has been extended to all
(Yes/No) employees.

11. Details of safety-related incidents, in the following format:

Safety Incident/Number Category* FY 2023-24 FY 2022-23
Current Previous
Financial Financial
Year Year
Lost Time Injury Frequency Rate (LTIFR) (per Employees 0 0
one Million-person hours worked) Workers 0 0
Total recordable work-related injuries. Employees 0 0
Workers 0 0

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 Bayer CropScience Limited Annual Report 2023-24

Safety Incident/Number Category* FY 2023-24 FY 2022-23

Current Previous
Financial Financial
Year Year
No. of fatalities Employees 0 0
Workers 0 0
High consequence work-related injury or ill-health Employees 0 0
(excluding fatalities) Workers 0 0
(*Including in the contract workforce)

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
“Health for all” is a core element of our corporate vision, which is why the health of our employees is of utmost
importance for the Company.

Safeguarding the occupational health and safety of our employees, and that of the employees of contractors
(commissioned outside companies) who are under the direct supervision of BCSL, involves preventing
occupational accidents and occupational illnesses, assessing potential hazards, ensuring comprehensive
risk management, and creating a healthy working environment. The Company’s occupational health
management activities include preventive programmes ranging from ergonomic workplace and stress
management initiatives; as well as programmes to support access to reliable and high-quality healthcare; all
aimed at promoting healthy behaviour. Within the context of the Company’s occupational health, safety and
environmental protection management, Bayer employees and employees of contractors receive extensive
training in the prevention of accidents and safety incidents and in promoting maintaining and taking care of
their health. The measures range from safety briefings and special training courses (face-to-face as well as
web-based virtual trainings). Examples of the initiatives implemented are – identifying and reporting workplace
hazards; awareness sessions and trainings on safe handling of chemicals, dedicated storage of chemicals
away from workplace to minimise chemical exposure, importance of using personal protective equipment
(PPE), ergonomics, road safety, field equipment safety; legal requirements; updating the legal requirement
on half yearly basis to identify new applicable requirements, rewarding employees on safe behaviour;
tracking safety-related KPIs and HSE management systems. During the year the Company, at its Shamirpet
site, also undertook process optimisation and safety measures such as the installation enhancing of a dust
extraction system, HVLS (High Volume Low Speed) fans, rooftop fall protection system etc. Additionally,
Process & Plant Safety, Machinery Safety Assessment, Laboratory Safety Assessment and general HSE
audits including explosion protection are conducted periodically and corrective measures are taken, wherever
applicable. The Company also undertakes safety assessment such as Hazardous Area Classification and
Risk Assessment (HACRA), Process Hazard Analysis (PHA), Hazard & Operability Study (HAZOP) from time
to time.

Our company’s vision of Health for All starts with health for our employees. At Bayer the Safety and Wellbeing
of employees is the top priority. To fulfil our vision, we aim to help our employees appreciate the value of
health and safety, by reflecting it in their daily work environment and by actively supporting their personal
quest to live safe and healthy lives. We have a robust health and wellbeing programme catering to the
varied needs of our workforce working at sites, remotely or in hybrid mode. We have partnered with a
reputed wellness service aggregator and are offering a Digital Health wallet. Through this facility available
throughout the year, employees and also their spouses can choose to visit medical centres closest to them
for health checkups and access to online health activity sessions. The Wallet also includes online Outpatient
Department benefits. Our efforts were recognised by Arogyaworld - a global health non-profit organisation
working to prevent non-communicable diseases - with the prestigious Arogya World PLATINUM Award 2023.
This is a step-up from the Arogya World GOLD category award we won in 2021 and recognises the efforts
that the Company have put in to ensure that employees are cared for, happy and healthy at the workplace.
It also recognises that we have made employee wellness a priority.

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13. Number of Complaints on the following made by employees and workers:

Topic FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
Filed Pending Remarks Filed Pending Remarks
during resolution during resolution
the year at the end the year at the end
of year of year
Working Conditions 0 0 No 0 0 No
complaints complaints
Health & Safety 0 0 No 0 0 No
complaints complaints

14. Assessments for the year:

Topic % of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Health and safety practices 100%
Working conditions 100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any)
and on significant risks/concerns arising from assessments of health & safety practices and working
conditions.
The Directorate of Safety and Health Inspectors and Labour inspectors visit the sites periodically. Any corrective/
preventive actions recommended by the authorities are implemented by the sites and compliance is intimated
to the respective authorities. As of date, no significant risks/concerns from these assessments are outstanding.
In addition to assessments by statutory authorities, safety observations, near misses and incidents are
reported in the Bayer Intelex® Incident reporting tool. The reported incidents are verified by the Health and
Safety team and corrective/preventive actions are tracked to closure in the tool. Incidents with Serious Injury/
Fatality (SIF) potential are reviewed periodically, and learnings are shared as required.

LEADERSHIP INDICATORS
1. Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees (Y/N) (B) Workers (Y/N)?
a. Employees (Yes/No): Yes
b. Workers (Yes/No): Yes
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and
deposited by the value chain partners
Checks are undertaken to ensure that statutory dues have been deducted and deposited by value chain
partners at the time of value chain partner invoice processing. Required proofs are submitted by the value
chain partners to demonstrate the depositing of statutory dues with regulatory authorities.
3. Provide the number of employees/workers having suffered high consequence work-related injury/ill-
health/fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and
placed in suitable employment or whose family members have been placed in suitable employment:
Category Total no. of affected No. of employees/workers that are
employees/workers rehabilitated and placed in suitable
employment or whose family
members have been placed in suitable
employment
Current Previous Current Previous
FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23
Employees 0 0 0 0
Workers 2 0 2 0

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4. Does the entity provide transition assistance programmes to facilitate continued employability and
the management of career endings resulting from retirement or termination of employment? (Yes/No)
Yes, the Company provides an outplacement service for severance cases.

5. Details on assessment of value chain partners:

Topic % of value chain partners (by value of business done
with such partners) that were assessed*
Health and safety practices 54%
Working conditions 54%
*Note: For the above reporting, tolling operations at third party sites have been considered.

6. Provide details of any corrective actions taken or underway to address significant risks/concerns
arising from assessments of health and safety practices and working conditions of value chain
partners.

The Company performs periodic HSE, process and plant safety audit of its key tolling operations and select
Tier – 2 suppliers (suppliers of our key supplier) following a risk-based approach. Such audits are based
on the principles of the Bayer Supplier Code of Conduct that includes environment, and health and safety
aspects. The assessments include review of regulatory compliance, HSE management systems, emergency
response mechanisms, Process Safety management etc. Corrective actions on the gaps identified are
reviewed and followed up for compliance. Recommendations, if any, are aimed to improve the suppliers’
HSE and Compliance Management Systems.

PRINCIPLE 4: BUSINESSES SHOULD RESPECT THE INTERESTS OF AND BE

RESPONSIVE TO ALL ITS STAKEHOLDERS

ESSENTIAL INDICATORS
1. Describe the processes for identifying key stakeholder groups of the entity:
The Company engages with multiple stakeholders across the entire value chain wherein each business
function develops a list of relevant stakeholders and expectations of the Company and respective stakeholders
are understood and aligned. Stakeholders are identified based on the Company’s industry dynamics,
business model, capital structure, dependency on third party to create value and Go-to-market strategy.
Identified stakeholders are categorised into four groups:

Partners Financial Market Social Interest Groups Regulators

Participants
 Suppliers  Investors  Communities  Law Makers
 Employees  Banks  NGOs  Regulatory
 Customers  Rating Agencies  General Public Authorities/Bodies
 Associations
 Academic Institutions
 Farmers
 Growers

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2. List stakeholder groups identified as key for your entity and the frequency of engagement with each
stakeholder group:
Stakeholder Whether Channels of Frequency of Purpose and scope of
Group identified as communication engagement engagement including
Vulnerable & (Email, SMS, (Annually/ key topics and concerns
Marginalised Newspaper, Pamphlets, Half yearly/ raised during such
Group Advertisement, Quarterly/ engagement
(Yes/No) Community Meetings, others – please
Notice Board, Website), specify)
Other
Customers/ No Multiple Continuous/ Commercial business,
Consumers Perpetual Product Stewardship
related guidance and
understanding their needs
Suppliers No Multiple Continuous/ Commercial business,
Perpetual training on code of conduct
and good business
practices
Employees No Multiple Continuous/ General employee trainings
Perpetual and awareness sessions
Associations No Multiple Monthly Research opportunities
and
Universities/
Schools
Investors No Community Meetings On need basis Replying to queries/
information sought by
investors
Banks and No Multiple Continuous/ Commercial business
Rating Perpetual transactions
agencies
General No Press releases Need basis Public interactions on
Public emergency preparedness
CSR Implementation
NGOs No Multiple Continuous/ Community engagement,
Perpetual discuss key concerns and
solutions and discussion
topic pertaining to
innovation
Local No Multiple Continuous/ Health and safety
Communities Perpetual related aspects (such as
and COVID-19 related safety
competitors measures, eye-check
drives, information around
road safety protocols)

LEADERSHIP INDICATORS
1. 
Provide the processes for consultation between stakeholders and the Board on economic,
environmental, and social topics or if consultation is delegated, how is feedback from such
consultations provided to the Board.
The Company has an intensive stakeholder consultation mechanism. The Board consults the stakeholders
on economic, environmental, and social topics through relevant responsible functions. Feedback from
stakeholders is compiled and presented to the Board.

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2. Whether stakeholder consultation is used to support the identification and management of

environmental, and social topics (Yes/No). If so, provide details of instances as to how the inputs
received from stakeholders on these topics were incorporated into policies and activities of the entity.
Yes, we use stakeholder consultation for environmental and social topics. The Company engages with
regulatory agencies such as State Pollution Control Boards for consultation on environmental projects such as
rainwater harvesting and hazardous waste management. The Company has piloted the Farm Waste Plastic
take back programme focussed on collecting plastic and hazardous waste from the farming communities
where we operate.

3. Provide details of instances of engagement with, and actions taken to, address the concerns of
vulnerable/marginalised stakeholder groups.
One of our key stakeholders are customers (retail distributor)/consumers (farmers); some of them could be
from the vulnerable and marginalised groups. There are occasions wherein due to fluctuating monsoon,
customers/consumers are faced with economic difficulty to pay our receivables on time. In such situations
the Company considers these requests for an extended payment window on a case-to-case basis and
decides appropriately. Further, we also take initiatives for the development of our surrounding communities
and society at large. With regard to smallholder farmers, we have provided an in-depth training on crop
agronomy practices advisory, stewardship, safe and judicious use of crop protection products, responsible
and safe disposal of pesticides as well as general health tips and awareness on vector control. One of our
key initiatives has resulted in creating a conducive eco-system via the Better Life Farming (BLF) alliance.
The alliance’s agri-entrepreneurship model functions through Better Life Farming Centres that are managed
by local agri-entrepreneurs. At these centres, the agri-entrepreneurs enable the transfer of technology to
other smallholders on seeds, crop nutrition, drip irrigation, mulching, etc. They also deliver services such as
market linkages, access to inputs and crop advisory.

Given the large concentration of smallholder farmers in the country, the Company is endeavouring to build
awareness and scale up adoption of futuristic agronomic practices i.e. Regenerative agriculture. We are
working across India to advance resource efficient agronomic practices, digitisation and precision farming by
promoting Direct Seeded Rice, safe use of pesticides through precision spraying via drones etc.

PRINCIPLE 5: BUSINESSES SHOULD RESPECT AND PROMOTE HUMAN RIGHTS

ESSENTIAL INDICATORS
1. Employees and workers who have been provided training on human rights issues and policy(ies) of
the entity, in the following format:
Category FY 2023-24 FY 2022-23
Current Financial Year Previous Financial Year
Total (A) No. of employees/ % (B/A) Total (C) No. of employees/ % (D/C)
workers covered (B) workers covered (D)
Employees
Permanent 1212 1212 100% 1218 1218 100%
Other than 415 415 100% 126 126 100%
Permanent
Total 1627 1627 100% 1344 1344 100%
Employees
Workers
Permanent 105 105 100% 96 96 100%
Other than 3303 3303 100% 2882 2882 100%
Permanent
Total Workers 3408 3408 100% 2978 2978 100%

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2. Details of minimum wages paid to employees and workers, in the following format:
Category FY 2023-24 FY 2022-23
Current Financial Year Previous Financial Year
Total Equal to More than Total Equal to More than
(A) Minimum Wage Minimum Wage (D) Minimum Wage Minimum Wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No.(F) % (F/D)
Employees
Permanent
Male 949 0 0% 949 100% 974 0 0% 974 100%
Female 263 0 0% 263 100% 244 0 0% 244 100%
Total 1212 0 0% 1212 100% 1218 0 0% 1218 100%
Other than Permanent
Male 339 135 40% 204 60% 93 0 0% 93 100%
Female 76 46 61% 30 39% 33 0 0% 33 100%
Total 415 181 44% 234 56% 126 0 0% 126 100%
Workers
Permanent
Male 95 0 0% 95 100% 90 0 0% 90 100%
Female 10 0 0% 10 100% 6 0 0% 6 100%
Total 105 0 0% 105 100% 96 0 0% 96 100%
Other than Permanent
Male 3112 1207 39% 1905 61% 2865 1146 40% 1719 60%
Female 191 170 89% 21 11% 17 7 40% 10 60%
Total 3303 1377 42% 1926 58% 2882 1153 40% 1729 60%

3. Details of remuneration/salary/wages, in the following format:

a. Median remuneration/wages:

Type of Gender Total Number Median remuneration/salary/

employee wages of respective category
(` in Million)
Board of Directors Male 5* 2.35
(BoD) Female 2* 2.24
Key Managerial Male 1 6.37
Personnel Female 0 0
Employees other Male 946** 1.70
than BoD and Female 263 1.47
KMP
Workers Male 95 0.26
Female 10 0.09
*Note : *The median remuneration is for 5 male directors and 1 female director.
**The above number does not cover employee directors and KMP.

b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Gross wages paid to females as % of total wages* 19.38% 18.19%
*Note: 1. For the purpose of the above calculation only permanent employees and workers (count: 1317) have been considered.
2. Gross wages = Fixed Gross Salary (excluding gratuity, provident fund, and medical insurance premium)

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4. Do you have a focal point (Individual/Committee) responsible for addressing human rights impacts or
issues caused or contributed to by the business? (Yes/No)
Yes

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
The Company is committed to conducting business in an ethical and lawful way and we encourage employees
and third parties to raise their concerns about compliance with human rights. Employees can raise concerns
or grievances initially through the management channels by whatever medium available. The Company
provides different communication channels to report possible or actual compliance violations Manager/
Supervisor, Department Head, Law, Patents and Compliance Department, Compliance Officer, Internal
Audit, Human Resources (for employment-related matters). The aggrieved person can also approach the
Chairperson of the Audit Committee of the Company directly to report any concern. In addition to all Bayer
employees, the SpeakUp Platform/Compliance-Hotline is open 24/7 to any third party who would like to
report a possible compliance violation anonymously. This applies irrespective of whether the third party has
a business relationship with Bayer or whether their own rights are affected. Therefore, besides customers,
employees of direct or indirect suppliers, residents around local sites, trade unions and NGOs, for example,
are also entitled to submit their concerns. Additionally, a location-based grievances handling mechanism is
also in place (https://www.bayer.in/en/investors/policies).

6. Number of Complaints on the following made by employees and workers:

FY 2023-24 FY 2022-23
Current Financial Year Previous Financial Year
Filed Pending Remarks Filed Pending Remarks
during the resolution during the resolution
year at the end year at the end
of year of year
Sexual Harassment 1 0 1 1 Investigation
is underway
Discrimination at 0 0 1 0
workplace
Child Labour 0 0 0 0
Forced Labour/ 0 0 0 0
Involuntary Labour
Wages 0 0 0 0
Other human rights 0 0 0 0
related issues

7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, in the following format:
FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Total complaints reported under Sexual Harassment of Women 1 1
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH)
Complaints on POSH as a % of female employees/workers 0.0036% 0.004%
Complaints on POSH upheld 1 1

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8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment

cases.
In the Company, we want to foster an environment where our employees feel comfortable speaking up and
living our values. The Company has a zero-tolerance policy with respect to discrimination and harassment.
Employees and third parties who make complaints in good faith are protected against any form of reprisal and
are always treated fairly and with respect. The colleagues who undertake such investigations are trained to
keep the identity of the complainant anonymous.

9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes.

10. Assessments for the year:

% of your plants and offices that were assessed
(by entity or statutory authorities or third parties)
Child labour 100%
Forced/involuntary labour 100%
Sexual harassment 100%
Discrimination at workplace 100%
Wages 100%

11. Provide details of any corrective actions taken or underway to address significant risks/concerns
arising from the assessments at Question 10 above.
Based on the assessments no corrective action was required.

LEADERSHIP INDICATORS

1. 
Details of a business process being modified/introduced as a result of addressing human rights
grievances/complaints.
There has been no change in the process for addressing human rights grievances/complaints during the
current financial year.

2. Details of the scope and coverage of any Human rights due-diligence conducted.
Bayer’s Supplier Code of Conduct requires that suppliers (including tollers) respect the human rights of their
employees, local communities, and vulnerable groups, treat them with dignity and respect. This includes the
relevant aspects such as Child Labour Avoidance, Freedom of Association, Freely Chosen Employment,
Working Time, Wages and Benefits, Non-Discrimination & Fair Treatment, Use of Security Forces, and Local
Communities and Vulnerable groups. During the last year, the HSE colleagues conducted audits for key
tolling operations and select Tier – 2 suppliers (suppliers of our supplier) on various topics, including the
ones mentioned above. With regard to growers for our seeds business, we have implemented a governance
mechanism to review practices pertaining to Wages and Benefits and Avoidance of Child Labour at our
growers and seeds tollers. We introduced the practice of maintaining Labour Wage registers by the growers.
From a regular oversight perspective, the Field Assistants conduct periodic assessments of the above during
their visits to the growers’ fields.

3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of
the Rights of Persons with Disabilities Act, 2016?
Yes.

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4. Details on assessment of value chain partners:

Category % Of value chain partners (by value of business done with such
partners) that were assessed
Seed Tollers Crop Protection Toller CFAs
Child labour
Forced/involuntary labour
Sexual harassment
Discrimination at workplace 54% 50% 100%
Wages
Others – please specify

5. Provide details of any corrective actions taken or underway to address significant risks/concerns
arising from the assessments at Question 4 above.
No corrective actions recommended based on assessment results.

PRINCIPLE 6: BUSINESSES SHOULD RESPECT AND MAKE EFFORTS TO PROTECT

AND RESTORE THE ENVIRONMENT

ESSENTIAL INDICATORS
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following
format:
Parameter FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
From renewable sources
Total electricity consumption (A) (GJ) 0 0
Total fuel consumption (B) (GJ) 0 0
Energy consumption through other sources (C) (GJ) – (Solar) 4,259.33 290.51
Total energy consumed from renewable sources (A+B+C) (GJ) 4,259.33 290.51
From non-renewable sources
Total electricity consumption (D) (GJ) 25,653.27 29,422.90
Total fuel consumption (E) (GJ) 15,876.07 21,704.56
Energy consumption through other sources (F) (GJ) 0 0
Total energy consumed from non-renewable sources (D+E+F) 41,529.34 51,127.46
(GJ)
Total energy consumed (A+B+C+D+E+F) 45,788.67 51,417.97
Energy intensity per rupee of turnover (Total energy 0.90 1.00
consumption/Revenue from operations in rupees) (GJ per Million `)
Energy intensity per rupee of turnover adjusted for Purchasing 20.55 22.91
Power Parity (PPP) (Total energy consumption/Revenue from
operations adjusted for PPP) (GJ per US$ Million)
Energy intensity in terms of physical output (GJ per MT) 4.73 2.26
Energy intensity (optional) – the relevant metric may be selected by - -
the entity
 ote: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
N
(Y/N) If yes, name of the external agency.
No independent assessment by an external agency has been carried out.

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2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the
Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose
whether targets set under the PAT scheme have been achieved. In case targets have not been
achieved, provide the remedial action taken, if any.
No site has been identified as a designated consumer under Performance, Achieve and Trade (PAT).

3. Provide details of the following disclosures related to water, in the following format:

Parameter FY 2023-24 FY 2022-23

(Current (Previous
Financial Year) Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 62,946.02 37,229.63
(iii) Third party water 15,545.00 7,633.00
(iv) Seawater/desalinated water 0 0
(v) Others (Rainwater storage) 0 0.23
Total volume of water withdrawal (in kilolitres) 78,491.02 44,862.86
(i + ii + iii + iv + v)
Total volume of water consumption (in kilolitres) 65,795.20 44,853.44
Water intensity per rupee of turnover (Total water consumption/ 1.29 0.87
Revenue from operations) (kl per ` Million)
Water intensity per rupee of turnover adjusted for Purchasing 29.52 19.98
Power Parity (PPP) (Total water consumption/Revenue from
operations adjusted for PPP) (kl per US$ Million)
Water intensity in terms of physical output (kl/MT) 6.79 1.97
Water intensity (optional) – the relevant metric may be selected by - -
the entity- Specific water consumption per unit of product (kl/MT)
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency
No independent assessment by an external agency has been carried out.

4. Provide the following details related to water discharged:

Parameter FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(ii) To Groundwater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(iii) To Seawater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0

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 Bayer CropScience Limited Annual Report 2023-24

Parameter FY 2023-24 FY 2022-23

(Current (Previous
Financial Year) Financial Year)
(iv) Sent to third parties
- No treatment 15.06 0
- With treatment – please specify level of treatment 26.00 9.42
(v) Others
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
Total water discharged (in kilolitres) 41.06 9.42
 ote: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
N
(Y/N) If yes, name of the external agency.
No independent assessment has been carried out by an external agency.

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its
coverage and implementation.
All sites except Bengaluru Research and Development Centre (BRDC) have implemented a mechanism for
Zero Liquid Discharge. Wastewater generated is treated and reused within the site premises, for example
used for gardening purposes. At BRDC, effluent after secondary treatment is sent to third party authorised
waste management agency for further treatment and disposal.

6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following
format:
Parameter Please specify FY 2023-24 FY 2022-23
unit (Current (Previous
Financial Year) Financial Year)
NOx T/year 0.30 0.40
SOx T/year 0.27 0.14
Particulate matter (PM) T/year 0.62 0.16
Persistent organic pollutants (POP) T/Year 0 0
Volatile organic compounds (VOC) T/Year 0 0.04
Hazardous air pollutants (HAP) T/year 0 0
Others – please specify – CO2 T/year 0 0
 ote: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
N
(Y/N) If yes, name of the external agency.
No independent assessment has been carried out by an external agency.

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the
following format:
Parameter Unit FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Total Scope 1 emissions (Break-up of the Metric tonnes of 976.41 1,637.37
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, CO2 equivalent
NF3, if available) tCO2e
Total Scope 2 emissions (Break-up of the Metric tonnes of 3,108.69 2,289.95
GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, CO2 equivalent
NF3, if available) tCO2e

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Total Scope 1 and Scope 2 emissions tCO2e/in ` Million 0.08 0.08

intensity per rupee of turnover (Total Scope
1 and Scope 2 GHG emissions/Revenue from
operations)
Total Scope 1 and Scope 2 emissions tCO2e/ 1.83 1.75
intensity per rupee of turnover adjusted for US$ Million
Purchasing Power Parity (PPP) (Total Scope
1 and Scope 2 GHG emissions/Revenue from
operations adjusted for PPP)
Total Scope 1 and Scope 2 emission tCO2e/MT 0.42 0.17
intensity in terms of physical output
Total Scope 1 and Scope 2 emission tCO2e/MT - -
intensity (optional)– the relevant metric may
be selected by the entity
Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
No independent assessment has been carried out by an external agency.

8. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide
details.
 Himatnagar Site: Himatnagar site signed power purchase agreement with third party to reduce GHG
emissions. As a result, 171.28 tCO2 of emissions reduced by using renewable energy (Wind & Solar) replacing
electricity consumption from UGVCL.

Shamirpet Site: Several initiatives have been taken at the Shamirpet site:

 New 620kW solar plant has been installed; through this there is a GHG reduction of 583MT and generation
of 711MWh power.

 Sorting automation resulted in cost savings as well as energy savings, reducing GHG emissions by
18MT/annum.

 Old dust collector and sheller have been replaced with the latest energy-efficient designs, reducing
energy consumption by 10% and resulting in GHG reduction of about 9MT/annum.

 In 2024, 33kV HT power transformer has been replaced with latest IS standard model, which is about 2%
energy-efficient.

9. Provide details related to waste management by the entity, in the following format:

Parameter FY 2023-24 FY 2022-23

(Current (Previous
Financial Year) Financial Year)
Total waste generated (in metric tonnes)
Plastic waste (A) 71.90 16.76
E-waste (B) 4.47 1.24
Bio-medical waste (C) 8.70 3.58
Construction and demolition waste (D) 43.90 2,101.80
Battery waste (E) 3.74 1.70
Radioactive waste (F) 0 0
Other Hazardous waste. Please specify, if any. (G) 252.26 265.72

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 Bayer CropScience Limited Annual Report 2023-24

Parameter FY 2023-24 FY 2022-23

(Current (Previous
Financial Year) Financial Year)
Other Non-hazardous waste generated (H). Please specify, if any. 2,396.48 2,813.96
(Break-up by composition i.e., by materials relevant to the sector)
Total (A + B + C + D + E + F + G+ H) 2,781.45 5,204.78
Waste intensity per rupee of turnover (Total waste generated/ 0.05 0.10
Revenue from operations) (MT per ` Million)
Waste intensity per rupee of turnover adjusted for Purchasing 1.25 2.32
Power Parity (PPP) (Total waste generated/Revenue from
operations adjusted for PPP) (MT per US$ Million)
Waste intensity in terms of physical output 0.29 0.23
Waste intensity (optional) – the relevant metric may be selected by - -
the entity
For each category of waste generated, total waste recovered through recycling, re-using or other
recovery operations (in metric tonnes)
Category of waste
(i) Recycled 115.57 1,040.23
(ii) Re-used 2,093.14 0
(iii) Other recovery operations 59.94 0.57
Total 2,268.65 1,040.79
For each category of waste generated, total waste disposed by nature of disposal method (in
metric tonnes)
Category of waste
(i) Incineration 1,443.63 384.15
(ii) Landfilling 30.00 2,105.94
(iii) Other disposal operations 60.67 1,600.96
Total 1,534.30 4,091.05
 ote: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
N
(Y/N) If yes, name of the external agency.
No independent assessment has been carried out by an external agency.

10. Briefly describe the waste management practices adopted in your establishments. Describe the
strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your
products and processes and the practices adopted to manage such wastes.
Processes are in place to ensure the safe disposal of products, including the disposal of obsolete/damaged
inventories or waste. We aim to minimise material consumption and disposal volumes through systematic
waste management. Waste reduction, segregation, safe disposal channels and economically expedient
recycling processes serve this purpose. In accordance with our philosophy, all manufacturing sites are
obliged to reduce waste and to dispose it safely. All manufacturing sites of the Company handle (segregation,
storage, and disposal) all categories of waste in line with good environmental practices and in compliance
with applicable laws and relevant conditions prescribed in authorisations given by State Pollution Control
Boards/Pollution Control Committee.

a) Plastic: The Company is registered as a Brand Owner and Importer and is responsible for disposal of
plastic waste generated as per the Extended Producer Responsibility (EPR) guidelines. The Company
is undertaking activities in compliance with various regulatory requirements for waste management; as
part of this programme, the Company has appointed a recycling agency to collect plastic from the market
and facilitate its safe disposal at state level incineration facilities.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

b) E-waste: The disposal of Bayer IT hardware and storage media is handled in a secure manner following
our group-wide philosophy with regards to e-waste management. The Company has signed agreements
with e-waste vendors who are registered and authorised by the government to undertake e-waste
disposal in an eco-friendly manner without any adverse effect to the environment.

c) Hazardous: The manufacturing locations have systems in place for segregation, safe storage and
disposal of hazardous waste. The Company has a process to receive product returns from the market
at the end of their shelf life as well as in case product containers are damaged. Such products are sent
back to the manufacturing sites which are then further sent to the authorised hazardous waste agencies
for safe disposal in accordance with the regulations and permit conditions. Additionally, autoclaved
laboratory waste generated at Bengaluru Research and Development Centre (BRDC) is also sent to
authorised waste vendor.

d) O
 thers: All our locations (manufacturing sites and offices) have eliminated the use of single use plastics.
In addition, Shamirpet site has installed an organic waste composter to convert organic waste into
manure which is then utilised in fields near the manufacturing site.

11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks,
wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation
zones etc.) where environmental approvals/clearances are required, please specify details in the
following format:
None of our operations/offices are situated in/around ecologically sensitive areas.

Sr. Location of Type of operations Whether the If no, the reasons

No. operations/offices conditions of thereof and
environmental corrective action
approval/clearance taken, if any.
are being complied
with? (Yes/No)
Not Applicable.

12. Details of environmental impact assessments of projects undertaken by the entity based on applicable
laws, in the current financial year:
Name and EIA Date Whether conducted Results Relevant
brief details of Notification by independent communicated in Web link
project No. external agency public domain
(Yes/No) (Yes/No)
No instances No

13. Is the entity compliant with the applicable environmental law/regulations/guidelines in India, such
as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution)
Act, Environment Protection Act and rules thereunder (Y/N). If not, provide details of all such non-
compliances, in the following format:
 Yes, the Company is compliant with the applicable environmental laws/regulations/guidelines in India,
such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act,
Environment Protection Act and Rules.

Sr. Specify the law/regulation/ Provide Any fines/penalties/action Corrective

No. guidelines which was not details of taken by regulatory agencies actions,
complied with the non- such as pollution control if any
compliance boards or by courts
1. Water (Prevention and Control of No instances Nil NA
Pollution) Act

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 Bayer CropScience Limited Annual Report 2023-24

Sr. Specify the law/regulation/ Provide Any fines/penalties/action Corrective

No. guidelines which was not details of taken by regulatory agencies actions,
complied with the non- such as pollution control if any
compliance boards or by courts
2. Air (Prevention and Control of No instances Nil NA
Pollution) Act
3. Environment Protection Act and No instances Nil NA
Rules thereunder
4. The Hazardous and Other Wastes No instances Nil NA
(Management and Transboundary
Movement) Rules
5. The Plastic Waste Management No instances Nil NA
Rules, 2016
6. The E-Waste (Management) Rules No instances Nil NA
7. The Solid Waste Management Rules No instances Nil NA
8. The Batteries (Management and No instances Nil NA
Handling) Rules

LEADERSHIP INDICATORS

1. Water withdrawal, consumption, and discharge in areas of water stress (in kilolitres):
For each facility/plant located in areas of water stress, provide the following information:
(i) Name of the area – There is no site located in areas of water stress.
(ii) Nature of operations – There is no site located in areas of water stress.
(iii) Water withdrawal, consumption, and discharge in the following format:

Parameter FY 2023-24 FY 2022-23

(Current (Previous
Financial Year) Financial Year)
Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 0 0
(iii) Third party water 0 0
(iv) Seawater/desalinated water 0 0
(v) Others (Municipal corporations) 0 0
Total volume of water withdrawal (in kilolitres) 0 0
Total volume of water consumption (in kilolitres) 0 0
Water intensity per rupee of turnover (Water consumed/ 0 0
Turnover)
Water intensity (optional) – the relevant metric may be selected by 0 0
the entity (kl/MT)
Water discharge by destination and level of treatment (in
kilolitres)
(i) Into Surface water
- No treatment 0 0
- With treatment – please specify level of treatment 0 0

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Parameter FY 2023-24 FY 2022-23

(Current (Previous
Financial Year) Financial Year)
(ii) Into Groundwater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(iii) Into Seawater
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
(iv) Sent to third parties
- No treatment 0 0
-  With treatment – please specify level of treatment – 0 0
(Secondary)
(v) Others
- No treatment 0 0
- With treatment – please specify level of treatment 0 0
Total water discharged (in kilolitres) 0 0
 ote: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
N
(Y/N) If yes, name of the external agency
No independent assessment has been carried out by an external agency.

2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
Parameter Unit FY 2023-24 FY 2022-23
(Current (Previous
Financial Year) Financial Year)
Total Scope 3 emissions (Break-up of the GHG Metric tonnes The Company The Company
into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if of CO2 is in the process is in the process
available) equivalent of formulating its of formulating its
tCO2e Green House Green House
Total Scope 3 emissions per rupee of turnover tCO2e/` Gas (GHG) Gas (GHG)
inventory inventory
Total Scope 3 emission intensity (optional) – the tCO2e/MT
for Scope 3 for Scope 3
relevant metric may be selected by the entity
emissions emissions
 ote: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency?
N
(Y/N) If yes, name of the external agency.
No independent assessment has been carried out by an external agency.

3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above,
provide details of significant direct & indirect impact of the entity on biodiversity in such areas along
with prevention and remediation activities.
Not applicable

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4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to
improve resource efficiency, or reduce impact due to emissions/effluent discharge/waste generated,
please provide details of the same as well as outcome of such initiatives, as per the following format:
Sr. Initiatives Details of Initiative Outcome of Initiative
No. Undertaken (Web-link, if any, may be provided
along with summary)
1 Shamirpet: 620kWp Installed 620kW solar plant at site in GHG reduction - 583MT
solar plant May 2023 Green energy generated -
711.02MW
2 Shamirpet: LPG to Converted all seed dryers from GHG reduction of about 90MT
PNG fuel conversion Liquified Petroleum Gas (LPG) to CO2e and Cost savings of about
of dryers Pressurised Natural Gas (PNG) which ` 2.2 Million (direct & indirect) at
is a cheaper, safer and greener fuel prevailing PNG prices
3 Shamirpet: Installation Automatic control of lighting in UT Reduced lighting energy
of electric control and Bioassay chambers reduces consumption by up to 30% in QT
system in each shelf wastage of energy in unused sample lab
of UT and Bio-assay holding bays
incubation chambers
4 Shamirpet: Recycling Reusing Biomek i-series 80 ul tips Reusing of Biomek tips thereby
of sample tips without losing its efficacy to minimise reducing 1,200kg CO2 emissions
reducing waste plastic waste per annum
generation

5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/
web link.
Yes. The Company has a Business Continuity Plan (BCP) in place and covers all its manufacturing sites and
Head Office functions. While preparing the BCP, the management has considered various loss scenarios
which may occur on account of disruptive events in areas such as workforce, workplace, supply and
information technology. Continuity and recovery measures for each such scenario has been captured in the
BCP so as to minimise the impact resulting from a disruptive event.

In addition to the BCP, the Company also has a Crisis Management Manual which defines standard procedures
for notification/reporting of critical incidents and thereby ensures an efficient flow of information simultaneously
to all relevant stakeholders. From an oversight perspective, the Company has a cross-functional committee
of senior personnel who are responsible for handling crisis.

6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity.
What mitigation or adaptation measures have been taken by the entity in this regard?
No significant adverse impact to the environment was identified as a part of assessment done at value chain
partner sites.

7. Percentage of value chain partners (by value of business done with such partners) that were assessed
for environmental impact.
7%. Additionally, audits were also conducted at sites of Tier- 2 suppliers (supplier of our raw material supplier)
as part of our initiative to review our value chain partners.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

PRINCIPLE 7: BUSINESSES WHEN ENGAGING IN INFLUENCING PUBLIC AND

REGULATORY POLICY, SHOULD DO SO IN A MANNER THAT IS RESPONSIBLE AND
TRANSPARENT

ESSENTIAL INDICATORS

1. a) Number of affiliations with trade and industry chambers/associations.

We are affiliated with twenty-seven major associations through which we actively participate in the overall
development of industrial landscape.

b) List the top 10 trade and industry chambers/associations (determined based on the total members
of such a body) the entity is a member of/affiliated to.

Sr. The trade and industry chambers/associations the entity Reach of trade and industry
No. is a member of/affiliated chambers/associations
(state/national)
1. The Federation of Indian Chambers of Commerce and National
Industry [FICCI] - Agrochemicals & Seeds/Traits
2. The Associated Chambers of Commerce and Industry of India National
(ASSOCHAM) - Agrochemicals, Seeds, ES, etc.
3. Confederation of Indian Industries (CII) - Agrochemicals and National
Seeds/Traits and Rural Development - Bayer is a member of
the committee, however, no membership in CII
4. Crop Life India (CLI) - Agrochemicals National
5. Federation of Seed Industry of India - Seeds National
6. Alliance for Agri Innovations (Biotech, Gene editing, new National
innovative technologies)
7. Public Affairs Forum of India (External Communication) – National
Seeds, Agrochemicals, Traits & Policy
8. AgroChem Federation of India (Agrochemicals & Seeds/Traits) National
National Indo-German
9. Chamber of Commerce - External Communication - National
Agrochemicals & Seeds/Traits
10. PHD Chamber of Commerce & Industry National

2. Provide details of corrective action taken or underway on any issues related to anti-competitive
conduct by the entity, based on adverse orders from regulatory authorities:

Name of the authority Brief of the case Corrective action taken

There are no instances of adverse orders from regulatory authorities.

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 Bayer CropScience Limited Annual Report 2023-24

LEADERSHIP INDICATORS
1. Details of public policy positions advocated by the entity:
Sr. Public policy Method Whether the Frequency of Web Link, if available
No. advocated resort information is review by Board
for such available in the (Annually/Half
advocacy public domain? yearly/Quarterly/
(Yes/No) Other-please
specify
1. India Ag policy Industry Yes Need based https://www.cropscience.
overview platforms, bayer.in/Sustainable-
Conferences, Crop-Solutions/Our-
Roundtables, Principles
2. ITPGRFA Internet https://www.bayer.com/
synopsis en/sustainability/position-
(biodiversity) biodiversity
3. Sustainable Ag- https://www.bayer.
Carbon com/en/sustainability/
sustainable-policy
4. Kisan drones https://www.bayer.com/
en/agriculture/article/
drones-revolutionize-
farmers-lives
5. Farmer linkages - https://www.cropscience.
FPO, BLF bayer.in/Sustainable-
Crop-Solutions/Food-
Chain-Partnerships
6. Direct Seeded https://www.bayer.in/en/
Rice thisisbayer/sustainable-
rice-project
7. Genome editing https://www.bayer.com/
in plants en/agriculture/genome-
editing
8. Biotech traits https://www.bayer.com/
en/agriculture/seeds-traits
9. ESG https://www.bayer.in/en/
development
10. Plastic Waste https://www.cropscience.
Management bayer.in/Sustainable-Crop-
Solutions/Our-Principles

PRINCIPLE 8: BUSINESSES SHOULD PROMOTE INCLUSIVE GROWTH AND

EQUITABLE DEVELOPMENT

ESSENTIAL INDICATORS
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable
laws, in the current financial year:
Name and SIA Date of Whether conducted Results Relevant
brief details Notification notification by independent communicated in Web link
of project No. external agency public domain
(Yes/No) (Yes/No)
We have not undertaken any projects requiring Social Impact Assessment (SIA).

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity, in the following format:
Sr. Name of the State District No. of Project % of PAFs Amount paid to
No. project for Affected Families covered by PAFs in FY
which R&R is (PAFs) R&R (In `)
ongoing
Not Applicable.

3. Describe the mechanisms to receive and redress grievances of the community.

The Company is committed to conducting business in an ethical and lawful way and we encourage employees
and third parties to raise their concerns. In addition to all Bayer employees, the Compliance-Hotline is open to
any third party who would like to report a possible compliance violation. This applies irrespective of whether the
third party has a business relationship with Bayer or whether their own rights are affected. Therefore, besides
customers, employees of direct or indirect suppliers, residents around local sites, trade unions and NGOs, for
example, are also entitled to submit their concerns.

SpeakUp Platform/Compliance Hotline is available 24/7 for raising grievances for internal/external stakeholders.
Additionally, a location-based grievances handling mechanism is also in place (https://www.bayer.in/en/
investors/policies)

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2023-24 FY 2022-23
Current Previous
Financial Year Financial Year
Directly sourced from MSMEs/small producers* 10% 9%
Directly from within India 45% 44%
*Note: 1. We have revisited our MSME tagging for the financial year (FY) 2023-24. Categorisation of certain MSME suppliers has
undergone change compared to the previous financial year (FY) 2022-23
 . Growers have been included in calculation for the current financial year (i.e. factoring in percentage of input material directly sourced
2
from small producers)

5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or
workers employed on a permanent or non-permanent/on contract basis) in the following locations, as
% of total wage cost (places categorised as per RBI classification system – rural/semi-urban/urban/
metropolitan)
Location FY 2023-24 FY 2022-23
Current Previous
Financial Year Financial Year
Rural 15% 15%
Semi-urban 6% 6%
Urban 17% 17%
Metropolitan 62% 62%

LEADERSHIP INDICATORS
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Correction action taken
We have not undertaken any projects requiring Social Impact Assessment (SIA).

139
 Bayer CropScience Limited Annual Report 2023-24

2. Provide the following information on CSR projects undertaken by your entity in designated aspirational
districts as identified by government bodies:
Sr. State Aspirational District Amount spent (`)
No.
1. Maharashtra Osmanabad 23,031,173
2. Chhattisgarh Narayanpur, Kondagaon 16,939,136
3. Jharkhand Latehar, Dumka, Lohardaga 16,939,136
4. Madhya Pradesh Barwani, Kondwa 15,720,728
5. Karnataka Raichur 15,445,769
6. Bihar Araria, Katihar 13,008,954
7. Andhra Pradesh Vizianagaram,Visakhapatnam 9,072,314
8. Odisha Rayagada 7,310,445
9. Uttar Pradesh Bahraich 5,423,549

3. (a) Do you have a preferential procurement policy where you give preference to purchase from
suppliers comprising marginalised/vulnerable groups? (Yes/No)
No, currently there is no Preferential Procurement Policy in place. The Preferential Procurement Policy
is part of the procurement roadmap.
(b) From which marginalised/vulnerable groups do you procure?
No.
(c) What percentage of total procurement (by value) does it constitute?
No.
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your
entity (in the current financial year), based on traditional knowledge:
Sr. Intellectual Property based on Owned/Acquired Benefits shared Basis of
No. traditional knowledge (Yes/No) (Yes/No) calculating
benefits share
Not applicable

5. Details of corrective actions taken or underway, based on any adverse order in intellectual property
related disputes wherein usage of traditional knowledge is involved.
Name of the authority Brief of the case Corrective action taken
Not applicable

6. Details of beneficiaries of CSR Projects.

Sr. CSR Project No. of persons % of beneficiaries
No. benefited from from vulnerable
CSR Projects as and marginalised
on March 31, 2024 groups
1. Strengthening and Nurturing FPO’s (Farmer Producer 25,776 100%
Organisations) and providing holistic solutions
2. Comprehensive Telemedicine solutions providing quality 1,76,526 100%
healthcare for rural communities
3. Promoting Science Education through adoption of ATLs 23,612 60%
(Atal Tinkering Labs)

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Sr. CSR Project No. of persons % of beneficiaries

No. benefited from from vulnerable
CSR Projects as and marginalised
on March 31, 2024 groups
4. MEDHA - Fellowship programme for pursuing higher 122 100%
studies in Life Sciences
5. Enabling Livelihood through Skilling in Manufacturing 100 100%
6. Enabling Livelihood through Skilling in Healthcare 750 100%

PRINCIPLE 9: BUSINESSES SHOULD ENGAGE WITH AND PROVIDE VALUE TO

THEIR CONSUMERS IN RESPONSIBLE MANNER

ESSENTIAL INDICATORS
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
The Company is committed to conducting business in an ethical and lawful way and we encourage employees
and third parties to raise their concerns whenever required. Consumers can inform their complaints/provide
their feedback through a toll-free number on Bayer’s national helpline number ‘HELLO BAYER’. These calls
are answered by local agri-experts who are trained in multiple Indian languages. Further, there is an email
id [email protected] where consumers can record their complaints. Call Centres, after receiving the
complaints divert the same to the Front-End Commercial teams for appropriate resolution. In addition, the
Company has a SpeakUp Platform/Compliance-Hotline that is open 24/7 to any third party who would like to
report a possible compliance violation anonymously. (https://www.bayer.in/en/investors/policies).

2. Turnover of products and/services as a percentage of turnover from all products/services that carry
information.
Information related to As a percentage to total turnover
Environment and social parameters relevant to product 100%
Safe and responsible usage 100%
Recycling and/or safe disposal 100%

3. Number of consumer complaints in respect of the following:

FY 2023-24 Remarks FY 2022-23 Remarks
Current Financial Year Previous Financial Year
Received Pending Received Pending
during the resolution during the resolution
year at the end of year at the end
year of year
Data privacy 0 0 0 0
Advertising 0 0 0 0
Cyber-security 0 0 0 0
Delivery of 0 0 0 0
essential
services
Restrictive 0 0 0 0
Trade Practices

141
 Bayer CropScience Limited Annual Report 2023-24

FY 2023-24 Remarks FY 2022-23 Remarks

Current Financial Year Previous Financial Year
Received Pending Received Pending
during the resolution during the resolution
year at the end of year at the end
year of year
Unfair Trade 0 0 0 0
Practices
Others 871 - - 4 for product 7 7 - 7 for
(Specifications, related topics product
Labelling, and - 4 quality related liability
Packaging) complaints
- 863* covering
seed complaints
on germination,
crop stage
problems and
unavailability.
Also covers
product
performance for
crop protection
products
*Note: Complaints and grievances received from consumers through customer care call centre, emails, and Online Reputation
Management team (social media channels).

4. Details of instances of product recalls on account of safety issues

Number Reason for recall
Voluntary recalls 0 There have been no product safety related
Forced recalls 0 recalls in FY 2023-24.

5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No)
If available, provide a web-link of the policy.
Yes. For Data Privacy and Information Security, the Company has respective policies in place. Following is
the weblink: https://www.bayer.in/en/investors/policies
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and
delivery of essential services; cyber security and data privacy of customers; re-occurrence of
instances of product recalls; penalty/action taken by regulatory authorities on safety of products/
services.
No corrective actions were taken as the Company did not have any instances of product recall due to safety
or cyber security or data privacy issues related to customers.

7. Provide the following information relating to data breaches:

a. Number of instances of data breaches – 1 instance of data breach reported; pertaining to farmer data
in Smallholder Farming tool
b.  ercentage of data breaches involving personally identifiable information of customers – Nil, no
P
direct impact for BCSL customers
c. Impact, if any, of the data breaches – No impact on account of the breach

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

LEADERSHIP INDICATORS
1. 
Channels/platforms where information on products and services of the entity can be accessed
(provide web link, if available).
Information for our Products and some of our Services is available on www.cropscience.bayer.in

2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or
services.
The Company takes constructive steps for educating consumers about product safety and responsible usage.
Multiple protocols are followed as per law and information is provided to the consumers on a timely basis.
Packaging of our products is done as per the Indian Institute of Packaging (IIP) requirement, Material Safety
Data Sheet (MSDS), Tremcards and labels are provided to customers. In addition, SOPs for safe usage and
handling of materials as well as brochures are available which mention HSE requirements.

Consumers are able to access digitised versions of product information in their preferred languages by scanning
the QR code of product labels. The Company, through its field force conduct safety briefings informing the
consumers about the usage of PPEs and product handling. Since 2016, the Bayer Safe Use Ambassador
programme aimed at creating trainers for safe use products has been in place at various state agricultural
universities. From dissemination of information perspective, there is a YouTube channel which provides safe
use information in dramatised SOP versions in eight languages. The Company has got regulatory approval
with regard to usage of drones for spraying crop protection products which would enable minimalistic human
contact and is in line with recommended stewardship guidelines.

3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential

services.
The Company is in regular touch with the customers/consumers and any disruption in the supply/service of
product is communicated through our distributors/retailer.

4. Does the entity display product information on the product over and above what is mandated as per
local laws? (Yes/No/Not Applicable)? If yes, provide details in brief. Did your entity carry out any
survey with regard to consumer satisfaction relating to the major products/services of the entity,
significant locations of operation of the entity or the entity as a whole? (Yes/No)
a. As part of label information, we are providing additional information related to Resistance Management
for most of our products. The information is printed in the form of internationally accepted/followed Mode
of Action (MoA) based icon and the statements in the Direction for use (DFU) which is an integral part of
the product label. We do share additional recommendations for successful usage via field teams and via
FarmRise.

b. Yes, we undertake different surveys for customer satisfaction and perceptions related to our products.
This is only done for the top products.

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 Bayer CropScience Limited Annual Report 2023-24

Management Discussion & Analysis Report

1. Overview of Indian Agriculture including mangoes, banana, ghee, buffalo meat and
India has a geographical area of 328.73 Million alcoholic beverages, with high export potential in
hectares (m ha), spread over 15 Himatnagar-climatic markets such as United States, Europe and Japan.
regions. Indian agriculture sector is the bedrock of the
he Government has adopted and implemented
T
nation’s economy, constituting ~18%1 of India’s GVA in
several policies, reforms, developmental programmes
FY 2023-24. Despite global headwinds like the health
and schemes for improving the agricultural growth
crisis and variability in climate conditions, the sector
prospects and incomes of the farmers. Supplementary
has demonstrated remarkable tenacity and resilience,
income transfers under PM-KISAN yojna, increase
contributing significantly to India’s economic recovery
in Minimum Support Price (MSP) for all kharif & rabi
and development. India has the second-largest
crops ensuring a minimum of 50% of profit margin on
agricultural land in the world and provides livelihood to
the cost of production, crop insurance under Pradhan
~58% of the total population. With the world’s largest
Mantri Fasal Bima Yojna (PMFBY), better access to
cattle herd (buffaloes), India is the largest milk producer
irrigation under Pradhan Mantri Krishi Sinchayee
in the world. Also, it has the largest area planted for
wheat, rice, and cotton, and is the largest producer of Yojana (PMKSY), Agri Infrastructure Fund (AIF),
pulses, and spices in the world. It is the second-largest new procurement policy under PM-AASHA, Kisan
producer of fruit, vegetables, tea, farmed fish, cotton, Credit Cards (KCC), promotion of Farmer Producer
sugarcane, wheat, rice, and sugar. For India to become Organisations (FPOs), and National Mission for
a fully industrialised and developed nation, agriculture Sustainable Agriculture (NMSA) are some such
is an essential component. schemes.

 he Government has given priority to over 10 Crore

T  ignificant investment in agricultural infrastructure such
S
small farmers in the country’s agricultural policy and as irrigation facilities, warehousing and cold storage,
schemes. With increased investments in agricultural growing use of genetically-modified crops, growing
infrastructure such as irrigation facilities, warehousing, awareness of use of agrochemicals and technological
and cold storage, it is expected that the agriculture advancements are re-shaping the Indian agricultural
sector will reap benefits in the next few years. market. These developments are aiding in increasing
The popularity of genetically-modified crops will likely agricultural production. Technologies like robotics,
improve the yield for Indian farmers. India is striving temperature and moisture sensors, aerial images, and
to become self-sufficient in pulses in the coming few GPS technology are making farms more productive,
years led by the concerted effort of scientists to get efficient, safe, and environmentally sustainable.
early maturing varieties of pulses and the increase in
Government support
minimum support price.
Led by strong push from the government through

I ndia’s agricultural GDP grew by only 0.7%1 in 2023-24, numerous policies and schemes, the government
down from 4.7% in 2022-23, as global headwinds such has played a crucial role in providing financial support
as the Red Sea crisis and Ukraine conflict hit exports. to farmers, alleviating their hardships and enabling
During April-February 2023-24 period, agricultural them to sustain their families while contributing to the
exports declined 8.8% to US$ 43.7 billion2, due to nation’s welfare. Policies such as Pradhan Mantri Kisan
various factors including the Red Sea crisis, the Maandhan Yojana (PM-KMY), Pradhan Mantri Kisan
Russia-Ukraine conflict, and export restrictions on key Samman Nidhi (PM-KISAN), and PMFBY, dedicated
commodities like rice, wheat, sugar, and onions to for the well-being of farmers have been instrumental
meet domestic requirements. Though the government in offering financial and income assistance to farmers.
is unlikely to lift the ban on exports of staples due to
risk of food inflation, the agri-export strategy is being  MFBY is the largest crop insurance scheme in the
P
re-worked. As part of its plan to boost exports, the world in terms of farmer enrolments as well as the
government has identified 20 agricultural products third largest scheme in the world in terms of insurance

1.
pib.gov.in/PressReleaseIframePage.aspx?PRID=2010223
Agri exports fall 9% during Apr-Feb 2024 due to global, domestic factors | Agriculture - Business Standard (business-standard.com)
2.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

premiums. Every year, crop insurance is given to ` 1.27 Lakh Crore allocated to the Ministry of
• 
4 Crore farmers under PMFBY3. Under PM-KISAN Agriculture. Of this, the Department of Agriculture
SAMMAN Yojana3, direct financial assistance is is allocated ` 1.17 Lakh Crore, and the Department
provided to 11.8 Crore farmers, including marginal and of Agricultural Research and Education (DARE)
small farmers. ` 9.9 Crore

 ince the inception of the AIF3, ` 35,262 Crore have

S • The agriculture credit target has been raised to
been sanctioned for 48,352 projects. Major projects ` 20 Lakh Crore
sanctioned under AIF include 11,165 warehouses,
• Allocation continued for the Agriculture Accelerator
10,307 primary processing units, 10,948 custom hiring
Fund
centres, 2,420 sorting & grading units, 1,486 cold
store projects, 169 assaying units and around 11,857 Allocation for the PM Kisan Samman Nidhi is
• 
other kinds of post-harvest management projects and unchanged at ` 60,000 Crore to provide direct
community farming assets. financial help to 11.8 Crore marginal and small
farmers
 oil health cards provide farmers with the nutrient status
S
of their soil and its composition. Till December 19, 20233, • Continued push for the Pradhan Mantri Fasal Bima
23.58 Crore soil health cards have been distributed to Yojana (PMFBY) to provide security to 4 Crore
farmers. farmers against unforeseen events like adverse
weather conditions
 he introduction of 100% neem-coated urea has led to
T
substantial rise in urea production. • 
Plans to integrate 1,361 mandis under e-NAM
and increase trading volumes to ` 3 Lakh Crore,
 nder Paramparagat Krishi Vikas Yojana3, 37,364
U serving 1.8 Crore farmers
clusters (20 ha each) have been formed, 8.13 lakh ha
• Plans to promote public and private investments
area covered (including LAC) and 16.19 lakh farmers
in aggregation, procurement, modern storage
have benefited.
along with branding and marketing under
PM-Formalisation of Micro Food Processing
 s of January 31, 20243, 7,950 FPOs have been
A
Enterprises scheme
registered. Equity Grant of ` 142.6 Crore has been
released to 3,183 FPOs. Credit guarantee cover of • Launched the Atmanirbhar Oil Seeds Abhiyan for
` 246 Crore has been issued to 1,101 FPOs. self-sufficiency and food security

 rom within the funds of Sub-Mission on Agricultural

F • Proposed the adoption of Nano DAP across all
Mechanisation (SMAM)3, ` 141.41 Crore have been climatic zones as a cost-effective and efficient
released towards Kisan drone promotion, which alternative to traditional DAP to help reduce import
includes purchase of 317 Drones for their demonstration dependence
in 79,070 hectares of land and supply of 527 drones to
the farmers on subsidy. • The Animal Husbandry Infrastructure Development
Fund within the Infrastructure Development
 s of January 31, 20243, 1.77 Crore farmers and 2.53
A Fund (IDF) was allocated ` 29,610 Crore until
Lakh traders have been registered on e-NAM portal. 2025-2026 to encourage investments in areas like
dairy processing, product diversification, breed
The government’s Kisan Rail project is proving
 multiplication farms, animal feed plants, waste
beneficial to farmers. Till February 28, 20233, 2,359 management, and the setting up of veterinary
services on 167 routes have been operated. drug and vaccine production plants

In the Interim Budget 2024-20254, several initiatives • 

Plan to formulate a comprehensive Dairy
were undertaken aimed at cultivating a more robust Development programme to empower dairy
and sustainable agricultural ecosystem: farmers and strengthen the sector

Source:
3
Press Information Bureau (pib.gov.in)
4
Budget_Speech.pdf (indiabudget.gov.in)

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 Bayer CropScience Limited Annual Report 2023-24

 ther than the Budget, government initiatives during

O agriculture regions in the country, received 101% of
the year include: LPA classified as normal (94-106% of LPA). Out of the
total 36 meteorological subdivisions, 3 subdivisions
• 
Government set up a special fund called the constituting 9% of the total area of the country received
Food Processing Fund (FPF) of approximately excess rainfall, 26 subdivisions received normal rainfall
US$ 265 Million in the National Bank for Agriculture (73% of the total area) and 7 subdivisions (18% of the
and Rural Development (NABARD) for extending total area) received deficient season rainfall. The 7
affordable credit to designated food parks and Meteorological subdivisions which got deficient rainfall
food processing enterprises in the designated are Nagaland, Manipur, Mizoram & Tripura (NMMT),
food parks Gangetic West Bengal, Jharkhand, Bihar, East UP,
South interior Karnataka and Kerala. Monthly rainfall
• In October 2023, the President of India launched over the country as a whole was 91% of LPA in
the Fourth Krishi Roadmap of Bihar June, 113% of LPA in July, 64% of LPA in August,
and 113%of LPA in September. Southwest monsoon
• In November 2023, India signed deals to export
current advanced to the south Andaman Sea and
5,00,000 tonnes of new season basmati rice in
Nicobar Islands in time. However, further advance
Europe and the Middle East
thereafter was sluggish. It set in over Kerala 7 days
• In December 2023, NBCC signed an MoU with the behind the normal date and covered the entire country
National Cooperative Development Cooperation 6 days ahead of normal date. Monsoon withdrawal
(NCDC) and NABARD for the construction of commenced from west Rajasthan with a delay of 8
(1,469-grain storage units) the world’s largest days. The forecast for monsoon onset over Kerala
grain storage plan in the cooperative sector for this year was correct, which is the seventeenth
consecutive correct forecast for this event except the
In December 2023, NITI Aayog and IFPRI
•  year 2015 since commencement. The forecasts for the
signed a Statement of Intent to strengthen policy rainfall over the country during the season as a whole
frameworks for agricultural transformation and could be predicted well as the realised rainfall is 94%
rural development of LPA against the forecast of 96% ± 4%.

Foodgrain production in 2022-235 Crop Protection

According to the Second Advance Estimate of
 ith diverse climatic conditions, India enjoys
W
production of oilseeds and commercial crops for favourable conditions for the cultivation of a wide
2023-24, total foodgrain production in India (excluding range of crops. However, weeds, insect pests, and
the summer crop) is estimated at 309.35 Million tonnes fungal diseases pose significant challenges resulting
(MT), as compared to 329.69 MT in 2022-23 which in substantial annual crop losses. Weeds account for
includes summer crop of 16.14 MT. Production of 45% of the total annual crop losses7, insects 35%, and
rice, corn, and other coarse grains is expected to be fungal diseases 20%. The growing incidence of crop
lower than the previous year, while wheat and barley infestation has resulted in growth of crop protection
production is estimated higher at new record levels. market. Farmers reply heavily on pesticides as
their primary tool to combat crop losses. To counter
2. Industry Overview losses in production due to weeds, majorly impacting
Impact of monsoon6 crops such as rice, wheat, and maize, farmers prefer
 In India, rainfall over the country as a whole during herbicides over manual weeding as it is costlier due
monsoon season (June-September) 2023 was 94% to labour shortages and rising wages. It is estimated
of its long period average (LPA). Seasonal rainfalls that annual crop losses could double without the use
over Northwest India, Central India, South Peninsula of crop protection products. Food crops are prone to
and Northeast (NE) India were 101%, 100%, 92% infestation from 30,000 species of weeds, 3,000 species
and 82% of respective LPA. The southwest monsoon of nematodes and 10,000 species of plant-eating
seasonal (June to September) rainfall over the insects. This presents a strong case for the use of crop
monsoon core zone, consisting of most of the rainfed protection chemicals in farms to enhance yield.

5
Workbook (desagri.gov.in)
6
India Meteorological Department (imd.gov.in)

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

 he crop protection chemicals market in India was

T Farmers are increasingly shifting from conventional
estimated at US$ 2.3 billion in 20228, driven by factors seed sources to packaged seeds with an aim to improve
such as increasing population, rising food demand, and yields. Hybrid seeds dominated over open-pollinated
the need to protect crops from pests, diseases, and varieties, accounting for US$ 2.3 Billion, in 2022.
weeds. Insecticides are the most used crop protection (Source: https://www.mordorintelligence.com/industry-
chemicals, with a market share of 72.5% in 2022, reports/indian-seed-sector-analysis)
followed by herbicides and fungicides, with a market
share of 13.4% and 8.9%, respectively.  s per IMARC9, the size of the Indian seed
A
industry reached US$ 7 Billion in 2023 led by
While on the one hand, Indian population is increasing, the commercialisation of agriculture and growing
on the other hand, the per capita size of land is awareness among farmers. The introduction of
steadily decreasing. This makes the use of pesticides advanced digital technologies to help farmers
mandatory to improve yields. Strong domestic overcome the negative impacts of pests, climate,
consumption and growing exports, encourage farmers and other environmental factors is expected to help
to use crop protection chemicals. The growth prospects the market grow. The market is estimated to reach
for the Indian crop protection industry stems from both US$ 18.3 Billion by 2032 at 10.9% CAGR during
strong domestic consumption and export opportunities. 2024-2032. Multiple government initiatives like
With the use of proper strategies and sophisticated Integrated Scheme for Oilseeds, Pulses, Oil Palm,
technologies the market holds humongous growth and Maize, and Rashtriya Krishi Vikas Yojana, etc,
opportunities. Globally, India is ranked as the to encourage farmers and breeders bode well for the
fourth-largest manufacturer of agrochemicals after the future of the seed market in India.
United States, Japan, and China and has emerged as
Digital Farming
the 13th largest exporter of pesticides. The domestic
pesticide consumption in India is still comparatively Collaboration between governments, industry,

very low at 0.60 Kg/ha as compared to UK at 5 Kg/ha philanthropists, innovators and farmers is imperative
and Japan at 12 Kg/ha. to create national frameworks for implementing digital
agriculture programmes to be able to ensure food
Seeds security and sustainability. Technology in agriculture
is primarily aimed at collecting information and making
 he agricultural sector is highly dependent on the
T
farming more efficient, productive and predictable.
availability and quality of seeds for a productive
The government has taken several major steps to aid
harvest. It is estimated that the quality of seeds
and enhance the agriculture sector with proven farming
influences the total production to a large extent
technologies and supportive policies. The National
depending upon the crop. The seed quality is estimated
e-Governance Plan in Agriculture by the Ministry of
to contribute 15-20% to total production and it can be Agriculture and Farmers Welfare strives to provide
further raised up to 45% with efficient management farmers with access to information and services related
of other inputs. Rising penetration of the organised to smart farming. The government has launched the
sector, growth in contract farming, mechanisation of Pradhan Mantri Fasal Bima Yojana, to provide crop
agriculture, easy funding for farmers, rise of exports, insurance to farmers to protect them against losses
use of agrochemicals and R&D investments, etc. due to calamities, pests, and diseases.
are aiding the growth of the seed industry in India.
Growing awareness of genetically-modified seeds  volution of digital technology in farming is expected
E
and its benefits in productivity has played a crucial in to help farmers to increase crop yields and enhance
driving growth of the seed industry in India. sustainability by reducing water consumption and the
use of agrochemicals. Digital technologies, such as
teadily the use of outmoded open-pollinated
S artificial intelligence (AI) and machine learning (ML),
varieties of seeds is getting replaced by hybrid remote sensing, big data, block chain and IoT, are being
seeds. The main reason for this change is the higher increasingly adopted to transform agricultural value
pest-resistant properties of these seeds leading to chains and modernise operations. The government
improved productivity and reduction in cost to farmers. undertakes several policies and initiatives to sensitise

7
Source: https://www.mordorintelligence.com/industry-reports/india-crop-protection-pesticides-market
8
India Crop Protection Market Overview, 2022-28 (marketresearch.com)
9
Seed Industry in India | Share, Size, Growth, Trends and Forecast 2024-2032 (imarcgroup.com)

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 Bayer CropScience Limited Annual Report 2023-24

the farmers about the benefits of adoption of technology for investment in viable projects for post-harvest
in farming. management infrastructure and community farming
assets through incentives and financial support
 he Digital Agriculture Mission 2021-2025 established
T through AIF.
in association with five corporates aims to support and
accelerate projects based on new technologies, like  he government is encouraging the adoption of smart
T
AI, block chain, remote sensing and GIS technology farming practices through the application of technology
and use of drones and robots. Under this mission, an and innovation in the agricultural sector. The Sub
Agricultural Digital Infrastructure (ADI) solution has Mission on Agricultural Mechanisation, PM KISAN
been developed that enhances farming and knowledge Scheme, integrated scheme for Agricultural Marketing
sharing. This ADI is likely to play a vital role in the
schemes (AGMARKNET) etc., are all aimed at
data pool that will be created by the Department of
providing digital assistance to farmers and help them
Agriculture under the National Agri Stack. Similarly, the
increase efficiency and productivity.
Jio Agri (JioKrishi) platform has been launched to
digitise the agricultural ecosystem along the entire
value chain by providing advisory to farmers. 3. Company Overview
 ayer CropScience Limited is a key player in the
B
AM promotes the India Digital Ecosystem of
D Indian agriculture industry. The Company’s operations
Agriculture (IDEA), farmers database, Unified Farmers include four key business areas: Crop Protection,
Service Interface (UFSI), funding to the States on the Seeds & Traits and Digital Farming.
new technology (NeGPA), redesign of the Mahalanobis
National Crop Forecast Centre (MNCFC), soil health, Crop Protection: The Company’s Crop Protection
• 
fertility, and profile mapping. Funding for digital portfolio comprises a wide range of innovative
agriculture initiatives utilising cutting-edge technologies, chemical and biological pest management
solutions. It also provides extensive customer
including AI/ML, the IoT, and blockchain is being
service for modern and sustainable agriculture.
provided to state governments under the NeGPA
Within this business segment, the Company
programme. Drone technologies, like use of spray
focusses on Insecticides, Fungicides, Herbicides,
drones for targeted application of pesticides, are
and Seed Growth.
increasingly being adopted. The government
encourages agri-entrepreneurs and supports start-ups •  eeds & Traits: Through traditional and advanced
S
in the agriculture industry to encourage smart farming. breeding techniques, as well as research in
biotechnology, the Company develops seeds and
 ational Agriculture Market (e-NAM) is a pan-India
N traits that provide farmers with new solutions.
electronic trading portal that networks the existing BCSL’s hybrid seeds make use of the natural
Agricultural Produce Market Committee (APMC) genetic diversity within each crop family and can
mandis to create a unified national market for withstand environmental challenges like pests,
agricultural commodities. Digital services are provided disease, and drought while providing more choices
to traders, farmers, Farmers Producer Organisations for farmers. BCSL’s product portfolio consists of
(FPO), and mandis through various modules of the hybrid seeds for crops such as corn and paddy.
e-NAM platform.
 igital Farming: Modern farming method that uses
D
 he Department of Agriculture & Cooperation, Ministry
T technology to improve crop yield and efficiency while
of Agriculture and Farmers Welfare has developed reducing waste and environmental impact. At the
Kisan Suvidha, an omnibus mobile app to help farmers top end of the spectrum, it involves using various
by quickly providing relevant information about technologies such as remote sensing, IoT sensors,
weather, dealers, market prices, plant protection, GPS, drones, artificial intelligence, and data analytics
agro advisories, soil health cards, cold storage and to monitor and manage crop growth, soil quality,
godowns, etc. The app is available in multiple Indian weather patterns, and other factors that affect crop
languages. production. Digital can also add value in market
linkage, financial inclusion, access to farm machinery
 o improve agriculture infrastructure in the country,
T and labour and removing information silos. At Bayer,
the government aims to provide debt finances facility we are committed to bringing digital innovations at
scale to benefit farmers in smallholder markets as

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

well through FarmRiseTM and various other digital he BLF alliance’s agri-entrepreneurship model
T
applications such as drones for spray services, etc. functions through Better Life Farming Centres
run by local agri-entrepreneurs. At these centres,
Transformative Initiatives for Indian Farmers agri-entrepreneurs enable the transfer of technology
 he Company has distinguished itself by leveraging
T to other smallholders on seeds, crop protection, crop
its proven capabilities in innovation-driven solutions, nutrition, drip irrigation, mulching, etc. They also deliver
sophisticated processes and technologies, world-class services such as market linkages, access to inputs
services, and superior business models. It continues to and crop advisory. Each centre covers a group of 500
work closely with Indian farmers to help them overcome farmers from five to six nearby villages. These centres
agricultural challenges. Several transformative open up economic opportunities for smallholders by
initiatives have been undertaken by the Company to enabling knowledge and technology transfer on good
support Indian farmers. They include: agricultural practices (GAP) and delivering services
such as market linkages, access to agri-inputs,
Supporting smallholder farmers financial solutions, and mechanisation services as well
Agriculture is India’s largest employer with 140 Million as crop advisory.
smallholder farmers and an additional 100 Million
people employed directly or indirectly in farming  urrently, over 2,000 Better Life Farming Centres
C
operations. Together, these 200 Million people are operational in India empowering over 115 women
represent more than 54% of India’s working population. agri-entrepreneurs. By 2025, the Better Life Farming
Smallholder farmers own landholdings that are less initiative aims to empower 2.0 Million smallholders in
than 2 hectares of land. Besides fragmented land, the Indian Subcontinent through access to modern
they grapple with limited access to natural resources, agri-inputs and better public health. These smallholders
modern agricultural technologies, finance, credit,
will be served by five thousand agri-entrepreneurs
market linkages and growing concerns of a shortage
across horticulture, corn, and rice crops. The BLF
of labour. To ensure safe, affordable and enough food,
alliance has also adopted a gender-smart approach by
it is important to tackle farmers’ challenges around low
promoting women agri-entrepreneurs to serve women
productivity and income.
smallholder farmers.
 etter Life Farming: a multi-stakeholder partnership
B
As of 2023, more than 20 Million smallholder farmers Food Value Chain Partnership
across India were supported by Bayer’s agri-inputs,  ood Value Chain Partnership is an innovative business
F
technologies, farm advisory, and digital solutions. model developed by Bayer to serve the needs of the
One of the key programmes that have helped us reach food industry. The concept was introduced globally in
out to smallholder farmers and create a conducive 2005 and in India in 2007. Globally, there are 365 Food
eco-system is the Better Life Farming (BLF) alliance, Value Chain Partnerships across 39 countries in 64
which works with partners across the agri-value different crops. Bayer’s Food Value Chain Partnerships
chain to support smallholder farmers in developing focus on collaboration between farmers, processors,
economies to increase crop yields and farm incomes. traders, and retailers to meet consumer demand for
The BLF alliance has global partners that include sustainable production of healthy, high-quality, and
Bayer with its expertise in seeds, crop protection, and affordable food.
agronomy; IFC, the development finance institution
for impact assessment; and Netafim for drip irrigation
 ith its Food Value Chain Partnerships in India,
W
technologies.
BCSL provides farmers with innovative crop protection
products, seeds, and services, as well as advice on the
 he Better Life Farming initiative has led to a doubling
T
of crop yields, and a tripling of farm incomes among optimal use of products and application technologies.
participating farmers while keeping an eye on water It also helps farmers get certified and gain relevant
usage and integrated farm management. The initiative knowledge and skills to successfully market their
strongly aligns with the UN Sustainable Development produce in local, regional, and international markets.
Goals and strives to increase food security and
Project beneficiaries
alleviate poverty. It further promotes gender equality,
sustainable agricultural practices and meaningful •  80 Food Chain Partnerships across 4,05,200
public-private partnerships. acres and 16 crops, benefiting 1,25,400 farmers

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 Bayer CropScience Limited Annual Report 2023-24

• 
In 2022-23, Bayer conducted 45 Bay G.A.P. The principles of this code cover the entire life cycle
training programmes for 1,400 Indian farmers of a product or technology, from its development to its
to help them learn good agricultural practices application and beyond.
required for certification programmes
ur product stewardship measures also include
O
 ur top five Food Chain Partners in India by volumes
O displaying product information of the highest mandated
include: Reliance Fresh (fruits & vegetables), standards and transparency in line with the law of land
PepsiCo (potato), LT Foods (rice), Fortune (rice) & for labeling of our products. In addition to product
ITC (hot peppers). information, it also offers key information such as
Direction for Use (DFU) that enables our customers to
Bayer Learning Center utilise our products in ways that generate maximum
In smallholder geographies, farm income or return
 value for their enterprises including safety standards.
on investment decreases due to inadequate crop
performance. This is often due to a lack of appropriate  CSL continues to offer regular training and awareness
B
agronomic advice, as most farmers depend on fellow programmes to help farmers identify and purchase
farmers or channel partners for crop management authentic crop protection products in a developing
advisory. To provide the right agronomic advice, BCSL digital ecosystem and to cater to the evolving needs of
piloted the Bayer Learning Centers (BLC) concept in the farmers. In 2023, over 3,00,000 farmers received
2020. Currently, there are over 37 BLCs established trainings on how to use our products both effectively,
across India for single and multiple crops. to increase the yield and quality of their harvested
goods, and also safely, with regard to human health
 he centres are also digitally-enabled to support live
T
and the environment. Bayer has launched a digital
telecasting that can deliver consistent, high-quality
agriculture platform “AgrowSmart” – One-Stop Agro
communication complementing the conventional
Solution that delivers localised best-in-class crop
methods such as in-house training, learning centre
advisory on seeds & traits, crop protection solutions
visits, etc. Through digital channels, we reached out to
and provides agronomic insights to both internal and
over 2.5 Lakh stakeholders.
external stakeholders in the parameterised form to
 his initiative aims to provide seamless knowledge
T support business and sustainability goals. The crop
transfer, confidence, and competency building for protection products now have a QR code in each of
farmers as well as employees. The centres are the label to address counterfeiting issues.
designed to showcase product performance, technical
positioning of innovations, crop system interventions,  ayer advisory service is utilised by farmers across
B
agronomy, etc. to internal stakeholders (Sales, the geographies of our operation. With the introduction
Better Life Farming associates, Farmer advisors, of ‘Hello Bayer’, a centralised toll-free helpline, where
Bayer Gram), influential farmers, Farmer Producer farmers can reach out for agri-related queries, resolution
Organisations (FPOs), Institutional Businesses, and and after-sales support, Bayer has supported more
Channel partners. Academia & Research Associates than 20 Million smallholder farmers across India for
from State Agriculture Universities and Officials from Bayer’s agri-inputs, technologies, crop & farm advisory
the Department of Agriculture have also Participated and digital solutions.
& appreciated Bayer’s effort in developing such
platforms. Sahbhaagi (Advisor) is one of our new go-to-market
approaches which we have introduced in India.
Product Stewardship Sahbhaagis play a key role in connecting with
Supporting our customers and partners in the safe
 smallholder growers for safe and responsible use
handling of our seed and crop protection products is of products and services and help us to register
the cornerstone of our product stewardship strategy. digitally-enabled sales and generate grower
Bayer markets Crop Protection products, seeds, and transactional data and insights.
services, which have been granted regulatory approval
by the concerned Central and state authorities. All our Supporting our customers and partners in the safe

crop protection products are safe for the operator and handling of our seed and crop protection products is
the environment when used in accordance with label a focus of our product stewardship. In this connection,
instructions. We also observe the International Code we offer regular training and awareness programmes
of Conduct on Pesticide Management of the United to help farmers identify and purchase authentic crop
Nations Food and Agriculture Organisation (FAO). protection products. Our training programmes focus on

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

the safe & responsible use of crop protection products 4. Financial and Operational Performance
and the proper use of Personal Protection Equipment Financial Performance including ratio analysis
(PPE). Bayer Crop Science Limited is making PPEs
In FY 2023-24, the Company registered Revenue from
available at the warehouses to be called in by the
Operations of ` 51,032 Million, compared to ` 51,397
distributors and dealers to sell to farmers engaged in
Million in the previous year. Profit Before Exceptional
spray operations. Over 3.0 Million farmers were trained Items & Tax stood at ` 9,414 Million, compared to
in the year 2023 alone by Bayer. ` 8,863 Million in the previous year.

Ratio Analysis
Ratio Formula Apr’23 - Mar’24 Apr’22 - Mar’23 Deviation (%)
Debtors Turnover Ratio (times) [Revenue from Operations/Average Trade 5.3 5.2 2%
receivables]
Inventories Turnover Ratio (times) [COGS/Average Inventories] 1.7 1.7 -
Interest Coverage Ratio (times) [EBIT/Finance Cost] 49.0 40.7 20%
Current Ratio (times) [Current Asset/Current Liability] 2.4 2.2 12%
Debt Equity Ratio (times) [Debt/Shareholders Equity] N.A. N.A. -
Operating Profit Margin Ratio (%) [EBIT/Revenue from Operations] 18.8% 17.7% 7%
Net Profit Margin Ratio (%) [Profit After Tax#/Revenue from Operations] 14.5% 14.8% (2)%
Return on Net Worth (%) [Profit for the year (before exceptional items 26.0% 25.0% 4%
and after tax)/Net Worth]
#
After exceptional items and tax

Operational Performance In 2023-24, the Company successfully launched the

Crop Protection: Our focus continues to be on
 following new products and hybrid seeds in Corn
liquidation which is driven by crafting customer-centric and Rice:
messages and creating brand awareness at scale
amongst farmers. These efforts have delivered a  urbix Pro: Developed as a collaborative project with
C
modest growth in liquidation. Despite challenges Crystal Crop Protection Limited, to tackle plant hoppers
such as higher material costs, our strategic focus especially in paddy.
on channel inventory has ensured sustained market
outperformance. Further, this has helped us to be  cerbo: Broad spectrum fungicide for crops like chili,
A
resilient to market conditions and drive the right corn and paddy with a unique mixture of two separate
product at the right time. Despite the challenges of active ingredients with different mode of action.
a difficult monsoon season during the year, farmers
 EKALB 9233: It is a Kharif season hybrid with
D
could still optimise their investments because of our
good standability, high yield and having good grain
vast portfolio mix. We continued to cater to smallholder
colour. This is suitable for assured rainfall and rainfed
farmers through our ‘Differentiated Portfolio’ solutions.
conditions in geographies such as Karnataka.
 eeds & Traits: Our Seed business kept growing
S
 EKALB 9228: It is a Kharif corn hybrid with high
D
because of higher customer acceptance, improved
yield potential, moderate in plant height and low cob
acreages and a few hybrid launches in Corn.
placement for easy harvesting. It has big cylindrical
We also saw a surge in demand for existing high-value
cobs with more number of kernel rows. This is
delivering hybrids. Thus, the combination of new
suitable for assured rainfall and rainfed conditions like
launches coupled with the success of existing hybrids
Maharashtra.
helped in delivering favourable business outcomes.
We were able to cater to the farmer’s need for a good  rize 6741: An early duration, extra-long slender grain
A
seed brand that delivers a better ROI which was well hybrid that fits well in vegetable/potato & wheat crop
supported by favourable commodity prices. Rice on rotation for the Uttar Pradesh market.
the other hand managed to grow marginally owing to
operational efficiencies, a couple of new launches and  rize 6585ST: An early duration long slender grain
A
brand growth campaigns even while faced with delays with excellent milling character especially for Gujarat
in the arrival of monsoon. and Jharkhand.

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 Bayer CropScience Limited Annual Report 2023-24

 rize 8433DT: A new generation hybrid with innovative

A  hile measuring India’s success and growth in
W
dual trait technology (native trait) resistant to BPH & agriculture, we must focus not only on increased farm
BLB well suited to conditions in the eastern as well as incomes but also on sustainability efforts to conserve
western states. water and soil, while increasing crop productivity with
the limited land available for cultivation.
5. Opportunities and Outlook
Conserving water and reducing emissions
 y 2050, the world will have 10 Billion people, with
B
India accounting for 1.73 Billion (Source: United Rice farming in India is more suited to states with better
Nations). To feed India’s growing population, the water availability, compared to states that have lower
yield per hectare needs to increase significantly – groundwater reserves and must rely on irrigation.
especially keeping in mind the declining arable land North Indian states like Punjab and Haryana are
in India. Further, India’s agricultural yield is far lower making a concerted effort to promote Direct Seeded
as compared to global averages. Extreme weather Rice cultivation and diversification of crops like corn and
cotton, which will help conserve water. Incentives and
coupled with low penetration of high-yielding hybrid
subsidies are helpful in the adoption of such practices by
seeds, lack of awareness of modern agricultural
farmers. At the same time, the export competitiveness
technologies, and inefficient use of agrochemicals are
of rice has to be preserved by improving crop yields
some of the factors behind the low yields. This presents
and quality. This requires the adoption of a holistic crop
a significant opportunity for the Company’s Crop
management system and driving more hybridisation.
Protection and Seeds & Traits business along
The Sustainable Direct-seeded Rice Cropping System
with opportunities for expanding crop advisory and
is the need of the hour to address the multi-fold
digital offerings. concerns of labour shortage, water conservation &
efficient water management and emission reduction
Innovation in seeds, crop protection, and digital
from rice cultivation.
farming solutions can go a long way in addressing
the productivity problems affecting Indian agriculture.  trengthening supply and logistics infrastructure
S
It will also help farmers get good commodity prices,
The absence of a proper storage and processing

encouraging them to spend on qualitative inputs
infrastructure especially closer to the fields has
for achieving higher yields. BCSL with its product prevented Indian farmers from getting the best
offerings, distribution reach and a strong network prices for their produce. There is an urgent need to
of more than 2,100 field officers and strong value establish efficient farm-to-fork supply chains through
chain collaborations, is well-positioned to support public-private partnerships. Apart from that, deploying
Indian farmers. data analytics to forecast global production trends
accurately will enable farmers to hedge their risk by
Driving sustainable agriculture
diversifying crop production. These measures would
While the population is increasing, arable land is
 ensure a steady and sufficient supply of diverse crops
decreasing, and farmers are grappling with limited and would protect both consumers and farmers from
natural resources, a shortage of labour and climate price uctuations.
change. Extreme weather conditions such as floods,
droughts and poor rainfall are lowering crop productivity 6. Risks and Concerns
and farmer incomes. This is especially detrimental
to smallholder farmers who farm on less than two he Company has developed a comprehensive
T
hectares of land and have limited access to resources framework of robust mechanisms and processes to
and modern inputs and technologies. identify risks that may negatively impact its operations.
It endeavours to review and identify threats and
he practice of sustainable agriculture can help
T formulate mitigating measures to curtail them within
ensure safe, affordable and enough food and set timeframes. It has a well-placed risk monitoring
overcome farmers’ challenges around low productivity systems for swift response to safeguard itself from the
and income while conserving natural resources. permanent loss of capital and ensure sustenance of
India needs smarter ways to conserve its limited water operational performance.
supply and reduce the dependence on monsoons
for a successful crop season. This means reviewing 7. Internal Control Systems
traditional agricultural practices and crop cultivation he Company has appropriate internal control
T
based on local ecological situations. systems for business processes with regard to its

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

operations, financial reporting and compliance with expectations and forecasts may be forward-looking
applicable laws and regulations. The Audit Committee within the meaning of applicable securities laws and
approves the Internal Audit Plan and internal audits regulations. The actual results may differ from those
are conducted at regular intervals across various expressed or implied, depending upon the economic
locations and processes in line with the approved plan. and climatic conditions, government policies and other
Audit observations and follow-up actions are discussed incidental factors.
by the Internal Audit team with the Management of the
Company as well as the Audit Committee.
For and on behalf of the Board of Directors

8. Cautionary Statement Pankaj Patel

he statements in the Management Discussion
T Chairman
& Analysis, describing the Company’s objectives, Ahmedabad, May 24, 2024 (DIN: 00131852)

153
 Bayer CropScience Limited Annual Report 2023-24

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 (“SAs”) specified under section 143(10) of the Act.
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, 2024, 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 of Chartered Accountants of India (“ICAI”) together with
Changes in Equity for the year ended on that date, and the ethical requirements that are relevant to our audit
notes to the financial statements, including a summary of the financial statements under the provisions of the
of material accounting policies and other explanatory Act and the Rules made thereunder, and we have
information. fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI’s Code of Ethics.
In our opinion and to the best of our information and We believe that the audit evidence obtained by us is
according to the explanations given to us, the aforesaid sufficient and appropriate to provide a basis for our
financial statements give the information required by audit opinion on the financial statements.
the Companies Act, 2013 (“the Act”) in the manner so
required and give a true and fair view in conformity with Key Audit Matters
the Indian Accounting Standards prescribed under Key audit matters are those matters that, in our
section 133 of the Act, (“Ind AS”) and other accounting professional judgment, were of most significance in
principles generally accepted in India, of the state of our audit of the financial statements of the current
affairs of the Company as at March 31, 2024, and its period. These matters were addressed in the context
profit, total comprehensive income, its cash flows and of our audit of the financial statements as a whole,
the changes in equity for the year ended on that date. and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. We have
determined the matters described below to be the key
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.
A description of key accounting policies for We obtained an understanding of the policies applied
revenue recognition, rebates/ discounts and to estimate rebates/ discount/ returns and Company’s
returns is disclosed in Note 1(d) Material process for making estimates in these areas and
accounting policies of the financial statements. performed the following procedures:
Management is required to make certain We tested the design and operating effectiveness of
judgements in respect of revenue recognition key controls related to rebates/ discounts and returns.
and level of expected rebates/ discounts We obtained an understanding of key contractual
and returns which are deducted in arriving at arrangements with customers, for rebates/ discounts
revenue. These estimates are material to the and returns.
financial statement and require significant
judgement.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Independent Auditor’s Report

Independent Auditor’s Report (Contd.)

Sr. Key Audit Matter Auditor’s Response
No.

To determine these estimates, Management We evaluated the reasonableness of management’s

is required to consider historical experience, estimates in previous years by comparing historical
specific contractual terms and future expectation accrued liabilities to the actual settlements.
of revenue. Management judgement is also
We assessed the accuracy of the refund liabilities by
significantly impacted by volatility in the market,
recalculating the amount based on historical actual
weather conditions and action of third parties.
returns, adjusted for volatility in the market and
Hence the estimation of refund liabilities is
weather condition.
complex, subjective and susceptible to material
misstatement if judgement is inaccurate. We considered the adequacy of the Company’s
revenue recognition accounting policies, including the
The Management has determined refund
recognition and measurement of deductions to gross
liabilities of ` 5,311 million as at March 31, 2024
sales relating to rebates/ discounts and returns and
(Refer Note 22 of the financial statement).
related disclosures.
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 ` 2,718 million as at Management’s assessment of the likely outcome of
March 31, 2024 (Refer Note 35 of the financial income tax litigation.
statement).
We discussed significant open matters and
Management applies significant judgment in developments with the Company’s direct tax team.
estimating the likelihood of the future outcome in
We involved our internal tax experts to understand and
each case based on its own past assessments,
evaluate the status of litigations for direct tax matters,
judicial precedents and opinions of experts/
review legal precedents and external expert opinions
legal counsels when considering whether and
obtained by the management to evaluate whether
how much to provide or in determining the
the direct tax position is appropriate after taking into
required disclosure for the potential exposure.
account recent developments, if any.
Due to inherent complexity and magnitude
We verified the appropriateness of the accounting
of the potential exposures these matters
policies and disclosures related to Contingent liabilities
are susceptible to material misstatement if
pertaining to Direct Tax matters.
evaluation is inappropriate.

Information Other than the Financial • In connection with our audit of the financial
Statements and Auditor’s Report Thereon statements, our responsibility is to read the other
• The Company’s Board of Directors is responsible information and, in doing so, consider whether the
for the other information. The other information other information is materially inconsistent with the
comprises the information included in the financial statements or our knowledge obtained
Director’s report, Corporate Governance Report during the course of our audit or otherwise appears
and Management Discussion & Analysis Report,
to be materially misstated.
but does not include the financial statements and
our auditor’s report thereon.
• If, based on the work we have performed, we
• Our opinion on the financial statements does not conclude that there is a material misstatement of
cover the other information and we do not express this other information, we are required to report
any form of assurance conclusion thereon. that fact. We have nothing to report in this regard.

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 Bayer CropScience Limited Annual Report 2023-24

Independent Auditor’s Report (Contd.)

Responsibilities of Management and a material misstatement when it exists. Misstatements
Those Charged with Governance for the can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
Financial Statements reasonably be expected to influence the economic
The Company’s Board of Directors is responsible for decisions of users taken on the basis of these financial
the matters stated in section 134(5) of the Act with statements.
respect to the preparation of these financial statements
that give a true and fair view of the financial position, As part of an audit in accordance with SAs, we exercise
financial performance including other comprehensive professional judgment and maintain professional
income, cash flows and changes in equity of the skepticism throughout the audit. We also:
Company in accordance with the accounting principles
generally accepted in India, including Ind AS specified • Identify and assess the risks of material
under section 133 of the Act. This responsibility misstatement of the financial statements, whether
also includes maintenance of adequate accounting due to fraud or error, design and perform audit
records in accordance with the provisions of the Act procedures responsive to those risks, and obtain
for safeguarding the assets of the Company and for audit evidence that is sufficient and appropriate
preventing and detecting frauds and other irregularities; to provide a basis for our opinion. The risk of not
selection and application of appropriate accounting detecting a material misstatement resulting from
policies; making judgments and estimates that are fraud is higher than for one resulting from error,
reasonable and prudent; and design, implementation as fraud may involve collusion, forgery, intentional
and maintenance of adequate internal financial omissions, misrepresentations, or the override of
controls, that were operating effectively for ensuring internal control.
the accuracy and completeness of the accounting
records, relevant to the preparation and presentation • Obtain an understanding of internal financial
of the financial statements that give a true and fair view controls relevant to the audit in order to design
and are free from material misstatement, whether due audit procedures that are appropriate in the
to fraud or error. circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our
In preparing the financial statements, management opinion on whether the Company has adequate
and Board of Directors is responsible for assessing internal financial controls with reference to
the Company’s ability to continue as a going concern, financial statements in place and the operating
disclosing, as applicable, matters related to going effectiveness of such controls.
concern and using the going concern basis of
accounting unless the Board of Directors either intend • Evaluate the appropriateness of accounting
to liquidate the Company or to cease operations, or policies used and the reasonableness of
has no realistic alternative but to do so. accounting estimates and related disclosures
made by the management.
The Company’s Board of Directors are also responsible
for overseeing the Company’s financial reporting • Conclude on the appropriateness of management’s
process. use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
Auditor’s Responsibility for the Audit of
conditions that may cast significant doubt on the
the Financial Statements Company’s ability to continue as a going concern.
Our objectives are to obtain reasonable assurance If we conclude that a material uncertainty exists,
about whether the financial statements as a whole we are required to draw attention in our auditor’s
are free from material misstatement, whether due to report to the related disclosures in the financial
fraud or error, and to issue an auditor’s report that statements or, if such disclosures are inadequate,
includes our opinion. Reasonable assurance is a high to modify our opinion. Our conclusions are based
level of assurance, but is not a guarantee that an audit on the audit evidence obtained up to the date of
conducted in accordance with SAs will always detect our auditor’s report. However, future events or

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Independent Auditor’s Report

Independent Auditor’s Report (Contd.)

conditions may cause the Company to cease to Report on Other Legal and Regulatory
continue as a going concern. Requirements
1. As required by Section 143(3) of the Act, based on
• Evaluate the overall presentation, structure and
our audit we report, that:
content of the financial statements, including the
disclosures, and whether the financial statements a) We have sought and obtained all the
represent the underlying transactions and events information and explanations which to the best
in a manner that achieves fair presentation. of our knowledge and belief were necessary
for the purposes of our audit.
Materiality is the magnitude of misstatements in the
financial statements that, individually or in aggregate, b) In our opinion, proper books of account
makes it probable that the economic decisions of as required by law have been kept by the
a reasonably knowledgeable user of the financial Company so far as it appears from our
statements may be influenced. We consider quantitative examination of those books except for
materiality and qualitative factors in (i) planning the keeping backup on daily basis of such books
scope of our audit work and in evaluating the results of of account maintained in electronic mode, in a
our work; and (ii) to evaluate the effect of any identified server physically located in India (Refer Note
misstatements in the financial statements. 48 to the financial statements).

We communicate with those charged with governance c) The Balance Sheet, the Statement of Profit
regarding, among other matters, the planned scope and Loss including Other Comprehensive
and timing of the audit and significant audit findings, Income, the Statement of Cash Flows and
including any significant deficiencies in internal Statement of Changes in Equity dealt with by
financial controls that we identify during our audit. this Report are in agreement with the books
of account.
We also provide those charged with governance
with a statement that we have complied with relevant d) In our opinion, the aforesaid financial
ethical requirements regarding independence, and statements comply with the Ind AS specified
to communicate with them all relationships and other under Section 133 of the Act.
matters that may reasonably be thought to bear on
our independence, and where applicable, related e) On the basis of the written representations
safeguards. received from the directors as on March 31,
2024 taken on record by the Board of Directors,
From the matters communicated with those charged none of the directors is disqualified as on
with governance, we determine those matters that March 31, 2024 from being appointed as a
were of most significance in the audit of the financial director in terms of Section 164(2) of the Act.
statements of the current period and are therefore the
key audit matters. We describe these matters in our f) The modification relating to the maintenance
auditor’s report unless law or regulation precludes of accounts and other matters connected
public disclosure about the matter or when, in extremely therewith, are as stated in paragraph (b)
rare circumstances, we determine that a matter should above.
not be communicated in our report because the
g) With respect to the adequacy of the internal
adverse consequences of doing so would reasonably
financial controls with reference to financial
be expected to outweigh the public interest benefits of
statements of the Company and the operating
such communication.

159
 Bayer CropScience Limited Annual Report 2023-24

Independent Auditor’s Report (Contd.)

effectiveness of such controls, refer to our borrowed funds or share premium or

separate Report in “Annexure A”. Our report any other sources or kind of funds)
expresses an unmodified opinion on the by the Company to or in any other
adequacy and operating effectiveness of the person(s) or entity(ies), including
Company’s internal financial controls with foreign entities (“Intermediaries”),
reference to financial statements. with the understanding, whether
recorded in writing or otherwise,
h) With respect to the other matters to be that the Intermediary shall, directly
included in the Auditor’s Report in accordance or indirectly lend or invest in other
with the requirements of section 197(16) of persons or entities identified in
the Act, as amended, in our opinion and to the any manner whatsoever by or on
best of our information and according to the behalf of the Company (“Ultimate
explanations given to us, the remuneration Beneficiaries”) or provide any
paid by the Company to its directors during guarantee, security or the like on
the year is in accordance with the provisions behalf of the Ultimate Beneficiaries.
of section 197 of the Act.
(b) The Management has represented,
i) With respect to the other matters to be that, to the best of its knowledge
included in the Auditor’s Report in accordance and belief, other than as disclosed
with Rule 11 of the Companies (Audit and in the note 47 to the financial
Auditors) Rules, 2014, as amended in our statements, no funds have been
opinion and to the best of our information and received by the Company from any
according to the explanations given to us: person(s) or entity(ies), including
foreign entities (“Funding Parties”),
i. The Company has disclosed the impact with the understanding, whether
of pending litigations on its financial recorded in writing or otherwise,
position in its financial statements - Refer that the Company shall, directly
Note 35 to the financial statements; or indirectly, lend or invest in other
persons or entities identified in any
ii. The Company did not have any long-term manner whatsoever by or on behalf
contracts including derivative contracts of the Funding Party (“Ultimate
for which there were any material Beneficiaries”) or provide any
foreseeable losses. guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
iii. There has been no delay in transferring
amounts and shares, required to be (c) Based on the audit procedures
transferred, to the Investor Education performed that have been considered
and Protection Fund by the Company. reasonable and appropriate in the
circumstances, nothing has come
iv. (a) The Management has represented to our notice that has caused us
that, to the best of its knowledge and to believe that the representations
belief, other than as disclosed in the under sub-clause (i) and (ii) of Rule
note 47 to the financial statements 11(e), as provided under (a) and
no funds have been advanced or (b) above, contain any material
loaned or invested (either from misstatement.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Independent Auditor’s Report

Independent Auditor’s Report (Contd.)

v. The final dividend proposed in the financial year ended March 31, 2024
previous year, declared and paid by which has a feature of recording audit
the Company during the year is in trail (edit log) facility and the same has
accordance with section 123 of the Act, operated throughout the year for all
as applicable. relevant transactions recorded in the
software(s). Further, during the course of
The interim dividend declared and paid our audit, we did not come across any
by the Company during the year and until instance of the audit trail feature being
the date of this report is in compliance tampered with.
with section 123 of the Act.
As proviso to Rule 3(1) of the Companies
As stated in Note 40 to the financial (Accounts) Rules, 2014 is applicable from
statements, the Board of Directors of the April 1, 2023, reporting under Rule 11 (g)
Company has proposed final dividend for of the Companies (Audit and Auditors)
the year which is subject to the approval Rules, 2014 on preservation of audit
of the members at the ensuing Annual trail as per the statutory requirements for
General Meeting. The dividend proposed record retention is not applicable for the
is in accordance with section 123 of the financial year ended March 31, 2024.
Act, as applicable.
2. As required by the Companies (Auditor’s Report)
vi. Based on our examination, which Order, 2020 (“the Order”) issued by the Central
included test checks, the Company Government in terms of Section 143(11) of the Act,
has used an accounting software(s) for we give in “Annexure B” a statement on the matters
maintaining its books of account for the specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Sampada S Narvankar
Partner
Place: Thane (Membership No. 102911)
Date: May 23, 2024 (UDIN: 24102911BKEWSL7001)

161
 Bayer CropScience Limited Annual Report 2023-24

Report on Internal Financial Controls Over Financial Reporting

Annexure “A” to the Independent Auditor’s Report

(Referred to in paragraph 1(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our report
of even date)

Report on the Internal Financial Controls ethical requirements and plan and perform the audit to
with reference to financial statements obtain reasonable assurance about whether adequate
internal financial controls with reference to financial
under Clause (i) of Sub-section 3 of Section
statements was established and maintained and if such
143 of the Companies Act, 2013 (“the Act”) controls operated effectively in all material respects.
We have audited the internal financial controls with
reference to financial statements of Bayer CropScience Our audit involves performing procedures to obtain
Limited (“the Company”) as at March 31, 2024 in audit evidence about the adequacy of the internal
conjunction with our audit of the Ind AS financial financial controls with reference to financial statements
statements of the Company for the year ended on that and their operating effectiveness. Our audit of internal
date. financial controls with reference to financial statements
included obtaining an understanding of internal
Management’s Responsibility for Internal financial controls with reference to financial statements,
Financial Controls assessing the risk that a material weakness exists,
and testing and evaluating the design and operating
The Company’s management is responsible for
effectiveness of internal control based on the assessed
establishing and maintaining internal financial controls
risk. The procedures selected depend on the auditor’s
with reference to financial statements based on “the
judgement, including the assessment of the risks of
internal control with reference to financial statements
material misstatement of the financial statements,
criteria established by the Company considering the
whether due to fraud or error.
essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls
We believe that the audit evidence we have obtained,
Over Financial Reporting issued by the Institute of
is sufficient and appropriate to provide a basis for
Chartered Accountants of India”. These responsibilities
our audit opinion on the Company’s internal financial
include the design, implementation and maintenance of
controls with reference to financial statements.
adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct
of its business, including adherence to the company’s Meaning of Internal Financial Controls
policies, the safeguarding of its assets, the prevention with reference to financial statements
and detection of frauds and errors, the accuracy and A company's internal financial control with reference
completeness of the accounting records, and the to financial statements is a process designed to
timely preparation of reliable financial information, as provide reasonable assurance regarding the reliability
required under the Companies Act, 2013. of financial reporting and the preparation of financial
statements for external purposes in accordance with
Auditor’s Responsibility generally accepted accounting principles. A company's
Our responsibility is to express an opinion on the internal financial control with reference to financial
Company's internal financial controls with reference statements includes those policies and procedures
to financial statements of the Company based on our that (1) pertain to the maintenance of records that,
audit. We conducted our audit in accordance with the in reasonable detail, accurately and fairly reflect the
Guidance Note on Audit of Internal Financial Controls transactions and dispositions of the assets of the
Over Financial Reporting (the “Guidance Note”) issued company; (2) provide reasonable assurance that
by the Institute of Chartered Accountants of India and transactions are recorded as necessary to permit
the Standards on Auditing prescribed under Section preparation of financial statements in accordance
143(10) of the Companies Act, 2013, to the extent with generally accepted accounting principles, and
applicable to an audit of internal financial controls with that receipts and expenditures of the company are
reference to financial statements. Those Standards being made only in accordance with authorisations
and the Guidance Note require that we comply with of management and directors of the company; and

162
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Annexure “A” To The Independent Auditor’s Report

Annexure “A” To The Independent Auditor’s Report (Contd.)

(3) provide reasonable assurance regarding prevention conditions, or that the degree of compliance with the
or timely detection of unauthorised acquisition, use, or policies or procedures may deteriorate.
disposition of the company's assets that could have a
material effect on the financial statements. Opinion
In our opinion, to the best of our information and
Inherent Limitations of Internal Financial
according to the explanations given to us, in all material
Controls with reference to financial respects, the Company has, an adequate internal
statements financial controls with reference to financial statements
Because of the inherent limitations of internal financial and such internal financial controls with reference to
controls with reference to financial statements, including financial statements were operating effectively as
the possibility of collusion or improper management at March 31, 2024, based on “the criteria for internal
override of controls, material misstatements due
financial control with reference to financial statements
to error or fraud may occur and not be detected.
established by the Company considering the essential
Also, projections of any evaluation of the internal
financial controls with reference to financial statements components of internal control stated in the Guidance
to future periods are subject to the risk that the internal Note on Audit of Internal Financial Controls Over
financial control with reference to financial statements Financial Reporting issued by the Institute of Chartered
may become inadequate because of changes in Accountants of India”.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Sampada S Narvankar
Partner
Place: Thane (Membership No. 102911)
Date: May 23, 2024 (UDIN: 24102911BKEWSL7001)

163
 Bayer CropScience Limited Annual Report 2023-24

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, 2024)

In terms of the information and explanations sought by us and given by the Company and the books of account
and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state
that -

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details
and situation of Property, Plant and Equipment, Capital work-in-progress, Investment properties and
relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a programme of verification of Property, Plant and Equipment, Investment properties
and right-of-use assets to cover all the items in a phased manner over a period of 3 years which,
in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.
Pursuant to the programme, certain Property, Plant and Equipment, Capital work-in-progress and
Investment properties were physically verified by the management during the year. According to the
information and explanations given to us, no material discrepancies were noticed on such verification.

(c) With respect to immovable properties (other than properties where the Company is the lessee and the
lease agreements are duly executed in favour of the Company) disclosed in the financial statements
included in property, plant and equipment and investment property, according to the information and
explanations given to us and based on the examination of the registered sale deed/ transfer deed/
conveyance deed provided to us, we report that, the title deeds of such immovable properties are held in
the name of the Company as at the balance sheet date, except for the following:

Description of As at March 31, 2024 Held in Whether Period Reason for not
property Gross Carrying the name promoter held being held in name
carrying value in the of director or of Company
value financial their relative
statements or employee
Freehold land 47 47 Monsanto No 2009 The title deeds
located at India are in the name
Kallinayakanahalli, Limited of Monsanto India
Bangalore Limited, erstwhile
amalgamating
Freehold land 30 30 Monsanto No 2013 Company under
located at Udaipur, India section 230 to 232
Rajasthan Limited of the Companies
Act, 2013 in terms of
the approval of the
National Company
Law tribunal.

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Annexure “B” To The Independent Auditor’s Report

Annexure “B” To The Independent Auditor’s Report (Contd.)

(d) The Company has not revalued any of its (b) The investments made and the terms and
property, plant and equipment (including conditions of the grant of the above-mentioned
Right of Use assets) and intangible assets loan, during the year are, in our opinion,
during the year. prima facie, not prejudicial to the Company’s
interest.
(e) 
No proceedings have been initiated during
the year or are pending against the Company (c) In respect of loans granted by the Company,
as at March 31, 2024, for holding any benami the schedule of repayment of principal and
property under the Benami Transactions payment of interest has been stipulated
(Prohibition) Act, 1988 (as amended in 2016) and the repayments of principal amounts
and rules made thereunder. and receipts of interest are regular as per
stipulation.
(ii) (a) The inventories except for goods-in-transit
and stocks held with third parties, were (d) According to information and explanations
physically verified during the year by the given to us and based on the audit procedures
Management at reasonable intervals. In our performed, in respect of loans granted by
opinion and according to the information the Company, there is no overdue amount
and explanations given to us, the coverage remaining outstanding as at the balance
and procedure of such verification by the sheet date.
Management is appropriate having regard to
the size of the Company and the nature of its (e) No loan or advance in the nature of loans
operations. For stocks held with third parties at granted by the Company which has fallen
the year-end, written confirmations have been due during the year has been renewed or
obtained and in respect of goods in transit, the extended or fresh loans granted to settle the
goods have been received subsequent to the overdues of existing loans given to the same
year end. No discrepancies of 10% or more parties.
in the aggregate for each class of inventories
were noticed on such physical verification of (f) According to the information and explanations
inventories/ alternate procedures performed given to us and based on the audit procedures
as applicable, when compared with the books performed, the Company has not granted any
of account. loans or advances in the nature of loans either
repayable on demand or without specifying
(b) According to the information and explanations any terms or period of repayment during the
given to us, the Company has not been year. Hence reporting under clause (iii)(f) is
sanctioned working capital limits in excess not applicable.
of ` 5 crores, in aggregate, at any point of
time during the year, from banks or financial (iv) T
 he Company has complied with the provisions
institutions on the basis of security of current of Section 186 of the Act in respect of making
assets. Hence reporting on the quarterly investments. The Company has not granted any
returns of statements filed by the Company loans or provided guarantees and securities.
with such banks or financial institutions is not
applicable. (v) The Company has not accepted any deposit
or amounts which are deemed to be deposits.
(iii) (a) The Company has granted loan to employees Hence, reporting under clause (v) of the Order is
during the year amounting to ` 0.11 million. not applicable.
Balance outstanding as at the balance sheet
date is ` 0.38 million. The Company has not (vi) The maintenance of cost records has been
provided any guarantee or security during the specified by the Central Government under
year. section 148(1) of the Companies Act, 2013.
We have broadly reviewed the books of accounts

165
 Bayer CropScience Limited Annual Report 2023-24

Annexure “B” To The Independent Auditor’s Report (Contd.)

maintained by the Company pursuant to the Tax, cess and other material statutory dues
Companies (Cost Records and Audit) Rules, applicable to the Company have generally
2014, as amended, prescribed by the Central been regularly deposited by it with the
Government for maintenance of cost records under appropriate authorities though there has
Section 148(1) of the Companies Act, 2013, and been delay in remittance of Provident Fund,
are of the opinion that, prima facie, the prescribed Employees State Insurance and Profession
cost records have been made and maintained Tax.
by the Company. We have, however, not made
a detailed examination of the cost records with a There were no undisputed amounts payable
view to determine whether they are accurate or in respect of Goods and Service tax,
complete. Employees’ State Insurance, Income-tax,
Sales Tax, Service Tax, duty of Custom,
(vii) In respect of statutory dues: duty of Excise, Value Added Tax, cess and
other material statutory dues in arrears as at
(a) Undisputed statutory dues, including Goods March 31, 2024 for a period of more than six
and Service tax, Income-tax, Sales Tax, months from the date they became payable
duty of Custom, duty of Excise, Value Added except for Provident fund as given below-

Name of Statute Nature of Amount Period to Due Date Date of Remarks, if any
Dues (` in which the Payment
Million) amount
relates
The Employees' Provident 0.17 01-Apr-22 15-May-22 28-Apr-24 In case of 1 employee,
Provident Funds Fund 0.17 01-May-22 15-Jun-22 28-Apr-24 Provident fund could
Scheme, 1952 0.17 01-Jun-22 15-Jul-22 28-Apr-24 not be deposited before
0.17 01-Jul-22 15-Aug-22 28-Apr-24 due date due to non-
0.17 01-Aug-22 15-Sep-22 28-Apr-24 linking of Provident fund
0.17 01-Sep-22 15-Oct-22 28-Apr-24 account with Aadhar
and PAN details.
0.17 01-Oct-22 15-Nov-22 28-Apr-24
0.17 01-Nov-22 15-Dec-22 28-Apr-24
0.17 01-Dec-22 15-Jan-23 28-Apr-24
0.17 01-Jan-23 15-Feb-23 28-Apr-24
0.17 01-Feb-23 15-Mar-23 28-Apr-24
0.17 01-Mar-23 15-Apr-23 28-Apr-24
0.17 01-Apr-23 15-May-23 28-Apr-24
0.17 01-May-23 15-Jun-23 28-Apr-24
0.17 01-Jun-23 15-Jul-23 28-Apr-24
0.17 01-Jul-23 15-Aug-23 28-Apr-24
0.19 01-Aug-23 15-Sep-23 28-Apr-24
0.19 01-Sep-23 15-Oct-23 28-Apr-24
0.19 01-Oct-23 15-Nov-23 28-Apr-24
0.19 01-Nov-23 15-Dec-23 28-Apr-24
0.19 01-Dec-23 15-Jan-24 28-Apr-24
0.19 01-Jan-24 15-Feb-24 28-Apr-24
0.19 01-Feb-24 15-Mar-24 28-Apr-24
0.19 01-Mar-24 15-Apr-24 28-Apr-24

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 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Annexure “B” To The Independent Auditor’s Report

Annexure “B” To The Independent Auditor’s Report (Contd.)

(b) Details of statutory dues referred to in sub clause (a) above which have not been deposited as on
March 31, 2024 on account of disputes are given below:

Name of Nature of Forum where Dispute Period to which the Amount Amount
Statute Dues is Pending Relates (` in Million)
Income Tax Income Tax Appellate Authority – up Assessment Years 1,403
Act, 19611 Dues to CIT (A) 2003-04, 2009-10, 2012-13,
2014-15, 2018-19, 2020-21,
2021-22 and 2023-24
Supreme Court Assessment Years 282
1999-2000 and 2001-02
The Central Sales Tax Appellate Authority – up Financial Years 664
Sales Tax and Value to Commissioner’s level 1977-78, 1979-80 to 1981-82,
Act, 1956 Added Tax 1983-84 to 1984-85, 1998-99 to
and Local liability 2017-18
Sales Tax Sales Tax Appellate Financial Years 3
Acts2 Tribunal 1989-90 to 1990-91, 1995-96 to
1996-97, 2009-10
Central Excise Duty Custom, Excise and Financial Years 124
Excise Act, liability Service Tax Appellate 2006-07 to 2014-15, 2017-18 to
19443 Tribunal 2018-19
The Finance Service Tax Custom, Excise and Financial Years 268
Act, 19944 Liability Service Tax Appellate 2005-06, 2006-07, 2009-10 to
Tribunal 2017-18
The Custom Custom Duty Appellate Authority – up Financial Year 2002-03 8
Act, 1962 to Commissioner’s level
The Central Goods and Appellate Authority – up Financial Years 2002-03, 1,476
Goods and Service Tax to Commissioner’s level 2017-18, 2018-19, 2019-20,
Service Tax 2021-22, 2022-23 and 2023-24
Act, 20175
1. Net of 870 million paid; 2. Net of 95 million paid; 3. Net of 3 million paid; 4. Net of 3 million paid;
5. Net of 58 million paid.

(viii) There were no transactions relating to previously (c) The Company has not taken any term loan
unrecorded income that were surrendered or during the year and there are no unutilized
disclosed as income in the tax assessments under term loans at the beginning of the year and
the Income Tax Act, 1961 (43 of 1961) during the hence, reporting under clause (ix)(c) of the
year. Order is not applicable.

(ix) (a) The Company has not taken any loans or other (d) On an overall examination of the financial
borrowings from any lender. Hence reporting statements of the Company, funds raised on
under clause (ix)(a) of the Order is not short-term basis have, prima facie, not been
applicable to the Company. used during the year for long-term purposes
by the Company.
(b) The Company has not been declared wilful
defaulter by any bank or financial institution (e) T
 he Company did not have any subsidiary or
or government or any government authority. associate or joint venture during the year and

167
 Bayer CropScience Limited Annual Report 2023-24

Annexure “B” To The Independent Auditor’s Report (Contd.)

hence, reporting under clause (ix)(e) of the 2013, where applicable, for all transactions with
Order is not applicable. the related parties and the details of related party
transactions have been disclosed in the financial
(f) The Company has not raised any loans during statements etc. as required by the applicable
the year and hence reporting on clause (ix)(f) accounting standards.
of the Order is not applicable.
(xiv) (a) In our opinion the Company has an adequate
(x) (a) The Company has not issued any of its internal audit system commensurate with the
securities (including debt instruments) during size and the nature of its business.
the year and hence reporting under clause
(x)(a) of the Order is not applicable. (b) We have considered, the internal audit reports
issued to the Company for the period under
(b) D
 uring the year the Company has not made audit.
any preferential allotment or private placement
of shares or convertible debentures (fully or (xv) In our opinion during the year the Company has
partly or optionally) and hence reporting under not entered into any non-cash transactions with
clause (x)(b) of the Order is not applicable to its directors or persons connected with them and
the Company. hence provisions of section 192 of the Companies
Act, 2013 are not applicable.
(xi) (a) To the best of our knowledge, no fraud by
the Company or no material fraud on the (xvi) The Company is not required to be registered
Company has been noticed or reported during under section 45-IA of the Reserve Bank of India
the year. Act, 1934. Hence, reporting under clause (xvi)(a),
(b) and (c) of the order is not applicable.
(b) To the best of our knowledge, no report
under sub-section (12) of section 143 of the (xvii)The Company has not incurred cash losses during
Companies Act has been filed in Form ADT-4 the financial year covered by our audit and in the
as prescribed under rule 13 of Companies immediately preceding financial year.
(Audit and Auditors) Rules, 2014 with the
Central Government, during the year and (xviii)There has been no resignation of the statutory
upto the date of this report. auditors of the Company during the year.

(c) We have taken into consideration the whistle (xix) On the basis of the financial ratios, ageing
blower complaints received by the Company and expected dates of realization of financial
during the year and upto the date of this assets and payment of financial liabilities,
report and provided to us, when performing other information accompanying the financial
our audit. statements and our knowledge of the Board of
Directors and management plans and based on
(xii) The Company is not a Nidhi Company and hence our examination of the evidence supporting the
reporting under clause (xii) of the Order is not assumptions, nothing has come to our attention,
applicable. which causes us to believe that any material
uncertainty exists as on the date of the audit report
(xiii) In our opinion the Company is in compliance indicating that Company is not capable of meeting
with Section 177 and 188 of the Companies Act, its liabilities existing at the date of balance sheet

168
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Annexure “B” To The Independent Auditor’s Report

Annexure “B” To The Independent Auditor’s Report (Contd.)

date and when they fall due within a period of one (xx) T
 he Company has fully spent the required
year from the balance sheet date. We, however, amount towards Corporate Social Responsibility
state that this is not an assurance as to the future (CSR) and there is no unspent CSR amount for
viability of the Company. We further state that our the year requiring a transfer to a Fund specified
reporting is based on the facts up to the date of the in Schedule VII to the Companies Act, 2013 or
audit report and we neither give any guarantee nor special account in compliance with the provision
of sub-section (6) of section 135 of the said Act.
any assurance that all liabilities falling due within
Accordingly, reporting under clause (xx) of the
a period of one year from the balance sheet date,
Order is not applicable for the year.
will get discharged by the Company as and when
they fall due.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)

Sampada S Narvankar
Partner
Place: Thane (Membership No. 102911)
Date: May 23, 2024 (UDIN: 24102911BKEWSL7001)

169
 Bayer CropScience Limited Annual Report 2023-24

Balance Sheet as at March 31, 2024

` in Millions
Notes As at As at
31.03.2024 31.03.2023
ASSETS
Non-Current Assets
Property, Plant and Equipment 2 3,762 4,284
Capital work-in-progress 3 64 29
Investment Properties 4 251 256
Intangible Assets 5 132 84
Intangible Assets under development 6 1,122 1,063
Financial Assets
- Other Financial Assets 7 72 54
Current Tax Asset (Net) 8 1,200 1,768
Other Assets 9 313 284
Total Non-Current Assets 6,916 7,822
Current Assets
Inventories 10 15,452 18,072
Financial Assets
- Investments 11 539 411
- Trade Receivables 12 9,601 9,756
- Cash and Cash Equivalents 13 11,568 8,608
- Bank Balances other than Cash and Cash Equivalents 14 72 72
- Other Financial Assets 7 80 98
Other Assets 9 1,743 1,947
Total Current Assets 39,055 38,964
TOTAL ASSETS 45,971 46,786
EQUITY AND LIABILITIES
Equity
Equity Share Capital 15 449 449
Other Equity 16 28,045 26,672
Total Equity 28,494 27,121
Liabilities
Non-Current Liabilities
Financial Liabilities
- Lease Liabilities 17 210 364
Provisions 18 1,253 1,523
Deferred Tax Liabilities (Net) 19 40 3
Total Non-Current Liabilities 1,503 1,890
Current Liabilities
Financial Liabilities
- Lease Liabilities 17 261 371
- Trade Payables 20
Total outstanding dues of micro enterprises and small enterprises 145 117
Total outstanding dues of creditors other than micro enterprises and small 5,906 8,615
enterprises
- Other Financial Liabilities 21 486 444
Other Liabilities 22 8,639 7,069
Provisions 18 518 1,130
Current Tax Liabilities (Net) 23 19 29
Total Current Liabilities 15,974 17,775
Total Liabilities 17,477 19,665
TOTAL EQUITY AND LIABILITIES 45,971 46,786
The accompanying Notes 1- 50 are an integral part of these financial statements.
In terms of our report attached.

For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Bayer CropScience Limited
Firm’s Registration No. CIN: L24210MH1958PLC011173
117366W/W-100018

Sampada S Narvankar Sekhar Natarajan Simon Thorsten Wiebusch Simon Johannes Britsch Nikunjkumar Savaliya
Partner Non-Executive Vice Chairman & Executive Director Company Secretary &
Membership No.: 102911 Independent Director Managing Director and CEO & CFO Compliance Officer
DIN 01031445 DIN 08335591 DIN 09194547
Place: Thane Place: Thane Place: Thane Place: Thane Place: Thane
Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024

170
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Balance Sheet/ Profit and Loss

Statement of Profit and Loss for the year ended March 31, 2024
` in Millions
Notes 01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023

Revenue from Operations 24 51,032 51,397

Other Income 25 810 639
Total Income 51,842 52,036
Expenses
Cost of Materials Consumed 26 27,184 25,418
Purchases of Stock-in-Trade 1,393 2,773
Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade 27 539 (31)
Employee Benefits Expense 28 4,354 5,343
Finance Costs 29 196 223
Depreciation and Amortisation Expense 30 740 795
Impairment of Non-current Assets 49 155 -
Other Expenses 31 7,867 8,652
Total Expenses 42,428 43,173
Profit Before Exceptional Items and Tax 9,414 8,863
Add: Exceptional Item
Profit on sale of Environmental Science business 46 - 1,038
Profit Before Tax 9,414 9,901
Tax Expense 32
- Current Tax 1,984 2,207
- Deferred Tax 25 106
- Fringe Benefit Tax - 6
2,009 2,319
Profit for the year 7,405 7,582
Other Comprehensive Income
Items that will not be reclassified to profit or loss:
- Remeasurement of gain/ (loss) Defined Benefit Plan 47 (116)
- Tax on remeasurement of Defined Benefit Plan (12) 30
Total Other Comprehensive Income/ (Loss) 35 (86)

Total Comprehensive Income for the Year 7,440 7,496

Earnings Per Share - Basic and Diluted 43 J 164.77 J 168.71
The accompanying Notes 1- 50 are an integral part of these financial statements.
In terms of our report attached.

For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Bayer CropScience Limited
Firm’s Registration No. CIN: L24210MH1958PLC011173
117366W/W-100018

Sampada S Narvankar Sekhar Natarajan Simon Thorsten Wiebusch Simon Johannes Britsch Nikunjkumar Savaliya
Partner Non-Executive Vice Chairman & Executive Director Company Secretary &
Membership No.: 102911 Independent Director Managing Director and CEO & CFO Compliance Officer
DIN 01031445 DIN 08335591 DIN 09194547
Place: Thane Place: Thane Place: Thane Place: Thane Place: Thane
Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024

171
 Bayer CropScience Limited Annual Report 2023-24

Statement of Changes in Equity for the year ended March 31, 2024

A. Equity Share Capital

` in Millions
Notes As at As at
31.03.2024 31.03.2023
Balance as at the beginning of the year 15 449 449
Changes during the year - -
Balance as at the end of the year 449 449

B. Other Equity
16 Reserves and Surplus Total
Securities Capital General Retained Other
Premium Redemption Reserve Earnings Equity
Reserve
Balance as at 01.04.2022 1,394 52 2,883 20,465 24,794
Profit for the year - - - 7,582 7,582
Other Comprehensive Income for the year - - - (86) (86)
Total Comprehensive Income for the - - - 7,496 7,496
year
Transfer to General Reserve - - 645 (645) -
Transactions with owners in their
capacity as owners
Dividend declared 40(b)(i) - - - (5,618) (5,618)
Balance as at 31.03.2023 1,394 52 3,528 21,698 26,672
Profit for the year - - - 7,405 7,405
Other Comprehensive Income for the year - - - 35 35
Total Comprehensive Income for the - - - 7,440 7,440
year
Transactions with owners in their
capacity as owners
Dividend declared 40(b)(i) - - - (6,067) (6,067)
Balance as at 31.03.2024 1,394 52 3,528 23,071 28,045
The accompanying Notes 1- 50 are an integral part of these financial statements.
In terms of our report attached.

For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Bayer CropScience Limited
Firm’s Registration No. CIN: L24210MH1958PLC011173
117366W/W-100018

Sampada S Narvankar Sekhar Natarajan Simon Thorsten Wiebusch Simon Johannes Britsch Nikunjkumar Savaliya
Partner Non-Executive Vice Chairman & Executive Director Company Secretary &
Membership No.: 102911 Independent Director Managing Director and CEO & CFO Compliance Officer
DIN 01031445 DIN 08335591 DIN 09194547
Place: Thane Place: Thane Place: Thane Place: Thane Place: Thane
Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024

172
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Changes in Equity / Cash Flow

Statement of Cash Flow for the year ended March 31, 2024

` in Millions
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
A. Cash Flow from Operating Activities:
Profit Before Tax 9,414 9,901
Adjustments for:
Exceptional item - (1,038)
Depreciation and Amortisation Expense 740 795
Impairment of Non-current Assets 155 -
Finance Cost 196 223
Interest income (405) (261)
Rent income (88) (77)
Penal Interest on Overdue Trade Receivables (79) (79)
Loss/ (Profit) on tangible assets Sold/ Discarded (Net) 24 (5)
Loss on Intangible Assets written off 36 1
Profit on sale of investments measured at fair value through profit or (147) (129)
loss (FVTPL)
Bad debts 38 90
Provision for Expected Credit Loss on Trade Receivables (Net) 70 (40)
Deposits written off -* -
Utilisation of Provision for Expected Credit Loss on Deposits (-)* -
Inventory write off/ down 548 514
Fair value gain on investments measured through profit or loss (FVTPL) (1) (6)
(Net)
Unrealised Foreign Exchange Fluctuations (gain)/ loss (Net) (3) 8
1,084 (4)
Operating profit before Working Capital changes 10,498 9,897
Adjustments for changes in Working Capital
(Increase)/ Decrease in Trade Receivables 129 313
(Increase)/ Decrease in Non-Current Financial Assets (18) 14
(Increase)/ Decrease in Current Financial Assets 38 (6)
(Increase)/ Decrease in Other Non-Current Assets (54) 10
(Increase)/ Decrease in Other Current Assets 204 280
(Increase)/ Decrease in Inventories 2,072 (3,579)
Increase/ (Decrease) in Trade Payables (2,681) 533
Increase/ (Decrease) in Other Current Financial Liabilities 7 23
Increase/ (Decrease) in Non-Current Provisions (305) 327
Increase/ (Decrease) in Current Provisions (623) (108)
Increase/ (Decrease) in Current Liabilities 1,570 784
Net changes in Working Capital 339 (1,409)
Cash generated from Operations 10,837 8,488
Taxes paid (1,321) (2,395)
Net cash generated from Operating Activities (A) 9,516 6,093

B. Cash Flow from Investing Activities:

Purchase of Property, Plant and Equipment/ Intangible Assets (457) (773)
Proceeds from sale of Property, Plant and Equipment/ Intangible Assets 63 47
Proceeds from sale of Investments 17 104
Interest received 304 252
Rent received 77 92
Proceeds from sale of Environmental Science business (net) - 1,107
Proceeds from sale of part of seeds distribution business - 4
Net cash generated from Investing Activities (B) 4 833

173
 Bayer CropScience Limited Annual Report 2023-24

Statement of Cash Flow for the year ended March 31, 2024 (Contd.)

` in Millions
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
C. Cash flows from Financing Activities
Repayment of Lease Liabilities (418) (409)
Interest paid (78) (112)
Dividends paid (6,067) (5,611)
Net cash (used in) Financing Activities (C) (6,563) (6,132)

D. Net increase in Cash and Cash Equivalents (A + B + C) 2,957 794

E. Cash and Cash Equivalents at the beginning of the year 8,608 7,809
Cash and Cash Equivalents at the end of the year 11,565 8,603
Reconciliation of Cash and Cash Equivalents with the Balance Sheet:
Cash and Cash Equivalents as per Balance Sheet [Refer note 13] 11,568 8,608
Adjustment for Fair Value (gain) on liquid investments measured (3) (5)
through profit or loss
F. Cash and Cash Equivalents at the end of the year (D + E) 11,565 8,603

` in Millions
As at As at
31.03.2024 31.03.2023
Cash and cash equivalents comprise: [Refer Note 13]
Balances with Banks 8,827 6,542
Short-term Highly Liquid Investments 2,741 2,066
11,568 8,608

Notes:
1) The above Statement of Cash Flow has been prepared under the “Indirect Method” setout 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- 50 are an integral part of these financial statements.

In terms of our report attached.

For Deloitte Haskins & Sells LLP For and on behalf of the Board of Directors of
Chartered Accountants Bayer CropScience Limited
Firm’s Registration No. CIN: L24210MH1958PLC011173
117366W/W-100018

Sampada S Narvankar Sekhar Natarajan Simon Thorsten Wiebusch Simon Johannes Britsch Nikunjkumar Savaliya
Partner Non-Executive Vice Chairman & Executive Director Company Secretary &
Membership No.: 102911 Independent Director Managing Director and CEO & CFO Compliance Officer
DIN 01031445 DIN 08335591 DIN 09194547
Place: Thane Place: Thane Place: Thane Place: Thane Place: Thane
Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024

174
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024
(All amounts in ` Millions, unless otherwise stated)

Company Profile million as per the requirement of Schedule III,

Bayer CropScience Limited ("the Company") is a unless otherwise stated. Amount below the
Company incorporated under the Companies Act, rounding off norm adopted by the Company is
1956 and having its registered office at Bayer House, disclosed as *.
Central Avenue, Hiranandani Estate, Thane (West)
(b) USE OF ESTIMATES AND JUDGMENTS
- 400 607, India. The Company is engaged in ‘Agri
Care’ business which primarily includes manufacture, In preparing the financial statements, the
sale and distribution of insecticides, fungicides, Management has to make certain assumptions
herbicide and various other agrochemical products and estimates that may substantially impact the
and production, sale and distribution of hybrid corn presentation of the Company’s financial position
seeds. The Company is also involved in sale and and/ or results of operations.
distribution of other row crop hybrid seeds. Out of the
total paid-up share capital of the Company, 71.43% is Essential estimates and assumptions that may
held by its promoters. The ultimate parent company affect reporting in the various item categories
is Bayer AG, Germany. The Company is listed on the of the financial statements are described in the
Bombay Stock Exchange, Mumbai. The Company respective sections of the material accounting
has its own manufacturing facility for agrochemical policies. Such assumptions and estimates mainly
production at Himatnagar and Silvassa, drying and relate to following categories.
processing station at Hyderabad and breeding stations
at Bengaluru and Udaipur. Estimate and Material Accounting
Assumptions Policies reference
1 MATERIAL ACCOUNTING POLICIES Provision for refund (d) Revenue
(a) BASIS OF PREPARATION liabilities Recognition
Compliance with Ind AS Uncertain tax positions (f) Income Tax
The financial statements of the Company are and recognition of
based on the principle of historical cost except for deferred tax assets
certain financial assets and liabilities and defined Useful life of Property, (k) Property, Plant and
benefit plan that are measured at fair value, and Plant and Equipment Equipment
are drawn up to comply in all material aspects with Useful life of (l) Investment
the Indian Accounting Standards (Ind AS) notified Investment Properties Properties
under section 133 of the Companies Act, 2013 (the
Useful life of Intangible (m) Intangible Assets
Act) read with the Companies (Indian Accounting
Assets
Standards) Rules as amended from time to time.
Measurement and (o) Provisions,
The accounting policies are applied consistently to likelihood of occurrence Contingent liabilities
all the years presented in the financial statements. of provisions and and Contingent
contingencies Assets
All assets and liabilities have been classified as Measurement of (p) Provision for
current or non-current as per the Company’s defined benefit Employment
operating cycle and other criteria set out in obligations Benefits
Schedule III to the Companies Act, 2013.
Based on the nature of products and the time The estimates and judgments used in the
between acquisition of assets for processing and preparation of the financial statements are
their realization in cash and cash equivalents, the continuously evaluated by the Company and are
Company has ascertained its operating cycle as 12 based on historical experience and various other
months for the purpose of current or non-current assumptions and factors (including expectations
classification of assets and liabilities. of future events) that the Company believes to
be reasonable under the existing circumstances.
All amounts disclosed in the financial statements Although the Company regularly assesses these
and notes have been rounded off to the nearest

175
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(b) USE OF ESTIMATES AND JUDGMENTS (Contd.)

estimates, actual results may differ from these obligation. Transaction price is reduced
estimates. Changes in estimates are recorded in by goods and service tax and for actual
the periods in which they become known. and expected sales deductions resulting
from sales returns, rebates and discounts.
(c) FOREIGN CURRENCY TRANSACTIONS Sales deductions are estimated on the basis
The financial statements are presented in Indian of historical experience, specific contractual
Rupee, which is Company’s functional and terms and future expectations of sales
presentation currency. A company’s functional development. Sales are reduced on the date
currency is that of the primary economic of sale or on the date when the amount can
environment in which the company operates. be reasonably estimated. A refund liability
and a right to recover the returned goods
Foreign currency transactions are translated into is recognised for the goods expected to be
the functional currency using the exchange rate returned. The Company measures right to
at the date of the transaction. Foreign exchange recover returned goods at the carrying amount
gains/ losses resulting from the settlement of of the inventory sold less any expected costs
such transactions and from the translation of to recover goods.
monetary assets and liabilities denominated in
foreign currencies at year end exchange rates are The Company operates loyalty programs
recognised in the Statement of Profit and Loss. where direct/ indirect customers accumulate
points for purchases made which entitles
(d) REVENUE RECOGNITION them to free or discounted goods, other
Revenue is recognized in accordance with Ind AS than Company’s goods. The promise to
115 - Revenue from Contracts with Customers. provide additional points to customers is
therefore a separate performance obligation.
(i) Revenue from the sale of goods is recognised The transaction price is allocated to the
on the basis of customer contracts and goods and the points on a relative standalone
performance obligations contained therein. selling price basis. A contract liability for the
Revenue is recognised at a point in time award points is recognised at the time of
when the control of goods is transferred to sale. Revenue is recognised as sales when
customer, this is generally when the goods obligation is fulfilled based on the points
are delivered to the customer's location. redeemed.
Control lies with the customer if the customer
can independently determine the use of and The Company evaluates sales and distribution
consume the benefit derived from goods or arrangement with supplier whether it is acting
services. Revenue from delivery of goods as a principal or an agent of the supplier,
is recognised at a point in time based on considering whether it controls the specified
an overall assessment of the existence of goods before it is transferred to customer and
a right to payment, the transfer of physical based on factors such as primary responsibility
possession, the transfer of risks and rewards, for providing goods to customer, inventory
and acceptance by the customer. No element risk and pricing latitude. Where the supplier
of financing is deemed present as the sales retains control over the specified goods and
are made with the normal credit terms as the Company performs the function of selling
per prevalent trade practice and credit policy and distribution for a margin within a range
followed by the Company. by acting as an agent, it recognises only the
margin (i.e. sales less material cost) as its
Revenue towards satisfaction of performance revenue from such transactions.
obligation is measured at the amount
of transaction price (net of variable (ii) Recoveries from Group Companies and
consideration) allocated to the performance Third Parties include recoveries towards

176
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(d) REVENUE RECOGNITION (Contd.)

common facilities/ resources, information Deferred tax assets relating to deductible temporary
technology and other support provided to differences, tax credits or tax loss carry forwards
such parties which is recognised as per terms are recognized where it is probable that taxable
of agreement and in the accounting period in income or sufficiently taxable temporary differences
which the services are rendered. will be available in the future to enable them to
be used. Deferred tax liabilities are recognized
(e) OTHER INCOME on temporary differences taxable in the future.
Interest income is accrued on a time basis, by The probability that deferred tax assets resulting from
reference to the principal outstanding and at the temporary differences or tax loss carryforwards can
effective interest rate applicable, which is the be used in the future, is the subject of forecasts by
rate that exactly discounts estimated future cash the Company regarding its future earnings situation
receipts over the expected life of the financial and other parameters.
asset to the asset’s gross carrying amount on
initial recognition. When calculating the effective Deferred taxes are calculated at the rates which,
interest rate, the Company estimates the expected on the basis of the statutory regulations in force, or
cash flows by considering all the contractual terms substantively enacted in relation to future periods,
of the financial instrument. as of the closing date, are expected to apply at
the time of realisation. Deferred tax assets and
(f) INCOME TAX deferred tax liabilities are offset if they relate to
Income taxes comprise the taxes levied on taxable income taxes levied by the same taxation authority
income along with changes in deferred tax assets and the Company has a legal right to settle on a
and liabilities that are recognized in the Statement net basis. Material effects of changes in tax rates
of Profit and Loss. The income taxes recognized are or tax law on deferred tax assets and liabilities are
reflected at the amounts likely to be payable under generally accounted for in the period in which the
the statutory regulations in force, or substantively changes are enacted. Such effects are recognised
enacted in relation to future periods, at the end in the Statement of Profit and Loss except where
of the reporting period. Complex tax regulations they relate to deferred taxes that were recognised
may give rise to uncertainties with respect to their outside the Statement of Profit and Loss, in
interpretation and the amounts and timing of future which case they, too, are recognised in Other
taxable income. Given the long-term nature and Comprehensive Income or directly in Equity.
complexity of tax regulations, differences arising
between the actual results and the assumptions Deferred and current taxes are recognised in the
made, or future changes to such assumptions, Statement of Profit and Loss unless they relate
could necessitate adjustments to tax income to items recognised outside the Statement of
and expense in future periods. Liabilities to tax Profit and Loss in Other Comprehensive Income
authorities that are uncertain as to their amount or directly in Equity, in which case they, too, are
and the probability of their occurrence are recognised in Other Comprehensive Income or
recognized as tax liabilities based on reasonable directly in Equity respectively.
estimates. The amounts recognized are based on
(g) LEASES
various factors, such as experience with previous
tax assessments, legal interpretations by the Lease contracts in which the Company is the lessee
Company and in certain cases based on legal mainly pertain to offices, residential premises,
opinion. warehouses, vehicles and plant and machinery.
Lease contracts are negotiated individually and
In compliance with Ind AS 12 - Income Taxes, each contain different arrangements on extension,
deferred taxes are recognised for temporary termination or purchase options except in case
differences between the carrying amounts of of vehicle leases. Offices, residential premises,
assets and liabilities in the Balance Sheet prepared vehicles and warehouses leases generally contain
according to Ind AS and their tax bases. clauses that prohibit subleasing except with the
consent of the lessor.

177
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(g) LEASES (Contd.)

As a lessee: of Profit and Loss on a straight-line basis over the
As per Ind AS 116, the Company assesses lease term.
whether a contract contains a lease at inception of
the contract. The Company recognises a right-of- When the lease liability is remeasured due to
use asset and corresponding lease liabilities with change in contract terms, a corresponding change
respect to all lease arrangements in which it is the is made to the carrying amount of right-of-use
lessee except for short-term leases (lease term of asset, or is recorded in the profit and loss account
12 months or less) and leases of low value assets. if the carrying amount of right-of-use asset is
Contracts may contain both lease and non-lease reduced to zero.
components. The Company has elected practical
expedient of not to separate lease and non-lease As a lessor:
components and instead account for these as a In respect of assets given on operating lease, the
single lease component in respect lease contracts lease rental income is recognised in the Statement
for certain Buildings and Plant and Machinery. of Profit and Loss on a straight-line basis over the
lease term.
Lease liabilities are initially measured at present
value of future lease payments discounted at (h) CASH AND CASH EQUIVALENTS
the Company's incremental borrowing rate. Cash and Cash Equivalents comprise balances
The Company determines the lease term as the with banks including demand deposits and other
non-cancellable period of a lease, together with short term highly liquid investments that are
both periods covered by an option to extend the subject to an insignificant risk of change in value,
lease if the Company is reasonably certain to are easily convertible into a known amount of cash
exercise that option; and periods covered by an and have a maturity of three months or less from
option to terminate the lease if the Company is the date of acquisition or investment.
reasonably certain not to exercise that option.
The lease liabilities are subsequently measured by (i) INVENTORIES
increasing the carrying amount to reflect interest Inventories encompass goods consumed in
on the lease liabilities (using the effective interest production (raw materials, packing materials and
method) and by reducing the carrying amount to stores and spare parts), goods in the production
reflect the lease payments made. process for sale (work-in-progress) and goods
held for sale in the ordinary course of business
The right-of-use asset is measured at cost, which is
(finished goods and stock-in-trade). Cost of raw
the sum of initial measurement of the lease liability,
material, stock-in-trade, packing material and
any initial direct costs incurred by the Company
stores and spare parts includes all cost of purchase,
and any lease payments made in advance of
duties and taxes (for which credit/ refund is not
the lease commencement date. The right-of-use
available) and all other cost incurred to procure
asset is amortised on a straight line basis from
the inventory. Cost of finished goods and work-in-
the commencement date over the shorter of lease
progress include direct cost of materials, direct
term or useful life of right-of-use asset except
manufacturing expenses, payment to growers
certain Plant and Machinery which is amortised
and appropriate allocations of fixed and variable
using production unit method. Right-of-use assets
manufacturing overheads.
are tested for impairment whenever there is any
indication that their carrying amounts may not be Inventories are recognised at the lower of their
recoverable. Impairment loss, if any, is recognised cost of acquisition calculated by the weighted
in the statement of profit and loss. average method and at their net realisable value.
The net realisable value is the estimated selling
The lease payments associated with short-term
price in the ordinary course of business less
leases and leases of low value assets are
estimated cost of completion and selling expenses
recognized as a Rent expense in the Statement
necessary to make the sale. Raw materials and

178
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(i) INVENTORIES (Contd.)

packing materials held for use in the production of of a hedging relationship is recognised in the
inventories are not written down below cost if the Statement of Profit and Loss when the asset is
finished goods in which they will be incorporated derecognised or impaired. Interest Income from
are expected to be sold at or above cost. these financial assets is included in Other Income
using the effective interest rate method.
The provision for obsolete and slow moving
inventory is after considering factors like Fair Value through Other Comprehensive
estimated balance shelf life, germination level, Income (FVOCI)
discontinuance, estimated future use to reflect the Assets that are held for collection of contractual
recoverable value of the inventory. cash flows and for selling the financial assets,
where the assets’ cash flows represent solely
(j) INVESTMENT AND FINANCIAL ASSETS payments of principal and interest, are measured
Financial assets are recognised and measured in at FVOCI. The movements in carrying amount
accordance with Ind AS 109 - Financial Instruments. are taken through Other Comprehensive Income,
Accordingly, the Company recognises financial except for the recognition of impairment gains or
asset only when it has a contractual right to receive losses, interest revenue and foreign exchange
cash or other financial assets from another entity. gains and losses which are recognised in the
Statement of Profit and Loss. When the financial
All Financial assets, except for trade receivables asset is derecognised, the cumulative gain or loss
are recognised initially at fair value, in the case of a previously recognised in Other Comprehensive
financial asset not recorded at Fair Value through Income is reclassified from equity to the Statement
Profit or Loss (FVPL), plus transaction costs that of Profit and Loss and recognised in other gains/
are directly attributable to the acquisition of the losses. Interest income from these financial assets
Financial asset. Trade receivables that do not is included in Other Income using the effective
contain any significant financing component are interest rate method.
measured at transaction price.
Fair Value through Profit or Loss (FVPL)
Subsequent to initial recognition, financial assets
Assets shall be measured at FVPL unless it is
are measured at amortised cost, fair value through
measured at amortised cost or at FVOCI. A gain
other comprehensive income (FVOCI) or FVPL.
or loss on a debt instrument that is subsequently
The classification depends on the Company’s
measured at FVPL and is not part of a hedging
business model for managing the financial assets
relationship is recognised in the Statement of
and the contractual terms of the cash flows.
Profit and Loss and presented within other gains/
losses in the period in which it arises. Income from
Debt instruments
these financial assets is included in Other Income.
There are three measurement categories into
which the Company classifies its debt instruments: Equity instruments
Investment in Equity Instruments are classified as
At amortised cost
FVPL, unless the Company irrevocably elects on
Assets that are held for collection of contractual initial recognition to present subsequent changes
cash flows where those cash flows represent in fair value in Other Comprehensive Income for
solely payments of principal and interest are investment in equity instruments which are not
measured at amortised cost. Financial assets are held for trading.
accounted for at amortised cost using the effective
interest method. This category comprises trade Impairment losses (and reversal of impairment
receivable, loans, cash and cash equivalents, losses) on equity investments measured at FVOCI
bank balances and other financial assets. A gain are not reported separately from other changes in
or loss on a debt instrument that is subsequently fair value.
measured at amortised cost and is not part

179
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

Equity Instruments (Contd.)

The Company assesses on a forward looking If there are indications that an individual item of
basis the expected credit losses associated with property, plant and equipment or Cash Generating
its assets carried at amortised cost. The Company Unit (CGU) may be impaired, the recoverable
applies Expected Credit Loss (ECL) model for amount is compared to the carrying amount.
recognising impairment loss on financial assets A cash-generating unit is the smallest identifiable
measured at amortised cost. The Company group of assets generating cash inflows that are
follows ‘simplified approach’ permitted by Ind largely independent of the cash inflows from
AS 109 - Financial Instruments for recognition of other assets or groups of assets. The recoverable
impairment loss on trade receivables and lease amount is the higher of an asset's fair value less
receivables based on expected lifetime losses at costs to sell and its value in use. If the recoverable
each reporting date right from its initial recognition. amount is less than the carrying amount, an
If the reasons for previously recognised impairment impairment loss is recognised for the difference.
losses no longer apply, the impairment losses are If the reasons for a previously recognised
reversed provided that this does not cause the impairment loss no longer apply, the impairment
carrying amounts to exceed the amortised cost of loss is reversed provided that the reversal does
acquisition. not exceed the carrying amount that would have
been determined (net of depreciation) had no
Financial assets are derecognised when impairment loss been recognised for the asset in
contractual rights to receive cash flows from the prior years.
financial assets expire or the financial assets are
transferred together with all material risks and An item of property, plant and equipment is
benefits. derecognised upon disposal or when no future
economic benefits are expected from its use or
(k) PROPERTY, PLANT AND EQUIPMENT disposal. Any gain or loss arising on derecognition
Freehold land is carried at historical cost. of the asset (calculated as the difference between
Property, plant and equipment is carried at the cost the net disposal proceeds and the carrying amount
of acquisition or construction and depreciated over of the asset) is included in the Statement of Profit
its estimated useful life. Cost includes expenditure and Loss when the asset is derecognised.
that are directly attributable to the acquisition or
construction of the items. Property, plant and Property, plant and equipment that are not ready for
equipment is capitalised if the future economic intended use as on the date of Balance Sheet are
benefits attributable to the asset will probably flow disclosed as ‘capital work-in-progress’. Capital work-in-
to the Company and the cost of acquisition or progress are carried at cost of acquisition or
generation of the asset can be reliably measured. construction.
An impairment loss is recognised in addition if an
asset’s recoverable amount falls below its carrying The Company, based on internal Management
amount. assessment, depreciates property, plant and
equipment under straight-line method over
Subsequent costs are included in the asset’s following estimated useful lives which are similar
carrying amount or recognised as a separate to the useful life prescribed in Schedule II to the
asset, as appropriate, only when it meets the asset Companies Act, 2013 except in case of dryers
recognition criteria as per Ind AS 16 - Property, included in plant and equipments. The asset’s
Plant and Equipment. residual values and useful lives are reviewed,
and adjusted if appropriate, at the end of each
Significant asset components with different reporting period.
useful lives are accounted for and depreciated
separately.

180
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(k) PROPERTY, PLANT AND EQUIPMENT (Contd.)

Assets Class Useful lives in years in the Statement of Profit and Loss in the period of
Buildings (including Roads) 10 to 60 derecognition.
Plant and Equipment# 7 to 15
Furniture and Fixtures 10 The Company has elected to measure all its
Vehicles 8 investment properties at their previous GAAP
Office Equipment (including 5 to 10 carrying value which has been considered as
Electrical Installation) deemed cost at the date of transition i.e. April 1,
Computers 3 to 6 2015.
Based on the technical evaluation, the useful life of the dryers
#

is considered as 20 years as that best represents the period (m) INTANGIBLE ASSETS
over which the asset is expected to be used.
An intangible asset is an identifiable non-monetary
Depreciation on assets costing ` 5,000/- or less asset without physical substance such as
is provided at the rate of 100% in the year of technical knowhow, software or marketing rights.
acquisition. It is capitalised if the future economic benefits
attributable to the asset will probably flow to
The Company has elected to measure all its the Company and the cost of acquisition or
property, plant and equipment, at their previous generation of the asset can be reliably measured.
GAAP carrying value which has been considered It is amortised from the point at which the asset is
as deemed cost at the date of transition i.e. April 1, available for use.
2015.
Intangible assets are recognised at the cost
(l) INVESTMENT PROPERTIES of acquisition or generation less accumulated
Investment properties comprise land and buildings amortisation and impairment loss, if any.
not being used for operational or administrative Those with determinable useful life are amortised
purposes. It is measured using the cost model. on a straight line basis over a period of up to three
Subsequent expenditure is capitalised to the years for software and ten years for marketing
asset's carrying amount only when it is probable rights. Determination of the expected useful lives
that future economic benefits associated with the of such assets and the amortisation patterns is
expenditure will flow to the Company and cost of based on estimates of the period for which they
the item can be measured reliably. will generate cash flows. An impairment test is
performed if there is an indication of possible
The Company, based on technical assessment impairment.
made by management expert, depreciates
Investment properties under straight-line method Impairment losses are recognised in the Statement
over estimated useful lives which are similar to of Profit and Loss. If the reasons for a previously
the useful life prescribed in Schedule II to the recognised impairment loss no longer apply, the
Companies Act, 2013. impairment loss is reversed provided that the
reversal does not exceed the carrying amount that
Assets Class Useful lives in years would have been determined (net of amortisation)
Buildings (including 10 to 60 had no impairment loss been recognised for the
Roads) asset in prior years.

Investment properties are derecognised either Gains or losses arising from derecognition of an
when they have been disposed of or when they intangible asset are measured as the difference
are permanently withdrawn from use and no future between the net disposal proceeds and the
economic benefit is expected from their disposal. carrying amount of the asset and are recognised
The difference between the net disposal proceeds in the Statement of Profit and Loss when the asset
and the carrying amount of the asset is recognised is derecognised.

181
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(m) INTANGIBLE ASSETS (Contd.)

Intangible assets that are not ready for intended If the projected obligation declines as a result of a
use as on the date of Balance Sheet are disclosed change in the estimate, the provision is reversed
as ‘Intangible assets under development’ and are by the corresponding amount and the resulting
carried at cost of acquisition or generation. income recognised in the expenses in which the
original charge was recognised.
The Company has elected to measure all its
intangible assets at their previous GAAP carrying Contingent Liabilities are disclosed in respect of
value which has been considered as deemed cost possible obligations that arise from past events
at the date of transition i.e. April 1, 2015. but their existence will be confirmed by the
occurrence or non-occurrence of one or more
(n) FINANCIAL LIABILITIES uncertain future events not wholly within the
Financial liabilities are initially recognised at fair control of the Company or where any present
value if the Company has a contractual obligation obligation cannot be measured in terms of future
to transfer cash or other financial assets to outflow of resources or where a reliable estimate
another party. Borrowings and payables are of the obligation cannot be made.
recognised net of directly attributable transaction
costs. In subsequent periods, such liabilities Contingent assets are not recognised in the
are measured at amortised cost using effective financial statements.
interest method.
(p) PROVISION FOR EMPLOYMENT BENEFITS
Financial liabilities are derecognised when the The Company provides post-employment benefits
contractual obligation is discharged or cancelled, under defined contribution, defined benefit plans,
or has expired. other employee benefits and termination benefits.

(o) PROVISIONS, CONTINGENT LIABILITIES AND The Company has Defined Contribution plans
CONTINGENT ASSETS namely Provident Fund, Superannuation Fund,
Provisions are recognised for present legal or Employees' State Insurance Fund and National
constructive obligations arising from past events Pension Scheme which are administered through
that will probably give rise to a future outflow of Government authorities/ trustees/ government
resources, provided that a reliable estimate can approved institutes. The Company contributes
be made of the amount of the obligation. to a Government administered Provident Fund,
Employees’ Deposit Linked Insurance Scheme and
Provisions are measured in accordance with Family Pension Fund on behalf of its employees
Ind AS 37 - Provisions, Contingent Liabilities and and has no further obligation beyond making
Commitments. Where the cash outflow to settle its contribution. Under Superannuation Fund,
an obligation is expected to occur after one year, applicable to certain employees, the Company
the provision is recognised at the present value makes contributions to Managerial employees’
of the expected cash outflow. The increase in the Superannuation Scheme which is administered by
provision due to passage of time is considered Life Insurance Corporation of India (‘LIC’) and has
as Finance Cost. Claims for reimbursements no further obligation beyond making the payment
from third parties are separately reflected in other to LIC. The Company makes contributions to
receivables considering they are realisable. State plans namely Employees’ State Insurance
Fund and has no further obligation beyond making
the payment to them. Under National Pension

182
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(p) PROVISION FOR EMPLOYMENT BENEFITS (Contd.)

Scheme, applicable to certain employees, the and the return on plan assets, less the respective
Company makes contributions to National Pension amounts included in net interest. Deferred taxes
Scheme which is administered by HDFC Pension relating to the effects of re-measurements are also
Management Company Limited ('HDFC Pension recognised in Other Comprehensive Income.
Fund') and has no further obligation beyond
making the payment to HDFC Pension Fund. Changes in the present value of the defined
The Company's contributions to the above funds benefit obligation resulting from plan amendments
are recognised as Employee Benefits Expense in or curtailments are recognised immediately in the
the Statement of Profit and Loss for the year in Statement of Profit and Loss as past service cost
which they are due. under ‘Employee Benefits Expense’.

The Company has a Defined Benefit plan namely For Other long term employee benefits, the effect
Gratuity covering its employees. The Gratuity of re-measurements arising due to experience
scheme is funded through Group Gratuity-cum- adjustments and changes in actuarial assumptions
Life Assurance Scheme which is administered are recognised in the Statement of Profit and Loss
by LIC, Aditya Birla Sun Life Insurance Company as ‘Employee Benefits Expense’ in the year in
Limited and Kotak Life Insurance Limited which they arise.
respectively. The present value of provisions
for defined benefit plans and the resulting The net interest on net obligation for defined
expense are calculated in accordance with Ind benefits and other employee benefits is recognised
AS 19 - Employee Benefits by the Projected Unit in the Statement of Profit and Loss as ‘Finance
Credit Method. The future benefit obligations Cost’ in the year in which it arises.
are valued by an independent actuary at the
year-end and spread over the entire employment Termination benefits are payable when
period on the basis of specific assumptions employment is terminated by the Company before
regarding beneficiary structure and the economic the normal retirement date, or when an employee
environment. This includes the determination of accepts voluntary redundancy in exchange
the discount rate, salary escalation, mortality rate for these benefits. The Company recognises
etc. which affects the valuation. In determining the termination benefits at the earlier of the following
appropriate discount rate at each balance sheet dates: (a) when the Company can no longer
date, the Management considers the interest rates withdraw the offer of those benefits; and (b) when
which relates to the benchmark rate available for the entity recognises costs for a restructuring that
Government Securities and that have terms to is within the scope of Ind AS 37 and involves the
maturity approximating the terms of the related payment of terminations benefits. In the case of an
defined benefit obligation. offer made to encourage voluntary redundancy,
the termination benefits are measured based on
The fair value of plan assets is deducted from the the number of employees expected to accept the
present value of the defined benefit obligation to offer.
determine the net defined benefit obligation.
(q) SEGMENT REPORTING
The effect of re-measurement of the net defined Operating segments are reported in a manner
benefit obligation is reflected in the Statement of consistent with the internal reporting provided
Comprehensive Income as Other Comprehensive to the Chief Operating Decision Maker.
Income. This consists of actuarial gains and losses The Vice Chairman & Managing Director and
Chief Executive Officer (CEO), and Executive

183
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

(q) SEGMENT REPORTING (Contd.)

Director & Chief Financial Officer (CFO) of the Diluted earnings per share is computed by dividing
Company are responsible for allocating resources the net profit or loss for the period attributable to
and assessing performance of the operating the Equity Shareholders by the weighted average
segments and are accordingly identified as Chief number of equity and dilutive equity equivalent
Operating Decision Makers. shares outstanding during the period, except
where the results would be anti-dilutive.
(r) EARNINGS PER SHARE
The basic earnings per share is computed by (s) RECENT ACCOUNTING PRONOUNCEMENTS
dividing the net profit or loss for the period The Ministry of Corporate Affairs ("MCA") notifies
attributable to the Equity Shareholders of the new standard or amendments to the existing
Company by the weighted average number of standards. For the year ended March 31, 2024,
equity shares outstanding during the period. there are no new standards or amendments to the
existing standards which are notified but not yet
effective.

184
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

2 Property, Plant and Equipment [Refer Note 36(a)]

Assets Cost/ Deemed Cost Depreciation and Impairment Net Book
Value
As at Additions Deletions / Divestment As at As at For the year On Divestment As at As at
01.04.2023 Adjustments [Refer 31.03.2024 01.04.2023 Deletions [Refer 31.03.2024 31.03.2024
Depreciation Impairment
Note 46] Note 46]
(Refer
Note 49)
a) Owned Assets:
Freehold Land 307 - - - 307 - - - - - - 307
(307) (-) (-) (-) (307) (-) (-) (-) (-) (-) (-) (307)
Buildings 2,381 19 3 - 2,397 498 69 35 1 - 601 1,796
(2,312) (69) (-) (-) (2,381) (427) (71) (-) (-) (-) (498) (1,883)
Plant and 1,976 138 82 - 2,032 992 155 70 42 - 1,175 857
Equipment (1,740) (252) (16) (-) (1,976) (848) (156) (-) (12) (-) (992) (984)
Furniture and 287 11 -* - 298 196 30 1 -* - 227 71
Fixtures (262) (25) (-) (-)* (287) (167) (29) (-) (-) (-)* (196) (91)
Vehicles 280 12 71 - 221 158 28 3 48 - 141 80
(395) (6) (111) (10) (280) (197) (39) (-) (72) (6) (158) (122)
Office Equipment 728 91 52 - 767 533 89 1 53 - 570 197
(including (645) (152) (64) (5) (728) (513) (85) (-) (64) (1) (533) (195)
Computers)
Owned Assets 5,959 271 208 - 6,022 2,377 371 110 144 - 2,714 3,308
Total (a) (5,661) (504) (191) (15) (5,959) (2,152) (380) (-) (148) (7) (2,377) (3,582)
b) Right of Use
Assets: [Refer
Note 44]
Land 7 - - - 7 4 2 - - - 6 1
(21) (-) (14) (-) (7) (9) (3) (-) (8) (-) (4) (3)
Buildings 595 172 161 - 606 396 126 - 161 - 361 245
(517) (132) (54) (-) (595) (323) (126) (-) (53) (-) (396) (199)
Plant and 675 - 205 - 470 291 161 - 86 - 366 104
Equipment (637) (38) (-) (-) (675) (80) (211) (-) (-) (-) (291) (384)
Vehicles 208 45 17 - 236 92 56 - 16 - 132 104
(153) (74) (19) (-) (208) (54) (55) (-) (17) (-) (92) (116)
Office Equipment - - - - - - -* - - - - -
(including (1) (-) (1) (-) (-) (1) (-)* (-) (1) (-) (-) (-)
Computers)
Right of Use 1,485 217 383 - 1,319 783 345 - 263 - 865 454
Assets Total (b) (1,329) (244) (88) (-) (1,485) (467) (395) (-) (79) (-) (783) (702)
Total (a+b) 7,444 488 591 - 7,341 3,160 716 110 407 - 3,579 3,762
(6,990) (748) (279) (15) (7,444) (2,619) (775) (-) (227) (7) (3,160) (4,284)

a) Figures shown in brackets are in respect of previous year.

185
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

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 31.03.2024 and 31.03.2023
Line item in Description of item of Gross Title Whether title deed Property Reason for not being
the Balance property and location carrying deeds holder is a promoter, held since held in the name of
Sheet value held in the director or relative of which the company
name of promoter/ director or date
employee of promoter/
director
Freehold Land Kallinayakanahalli, 47 Monsanto No 2009 The title deeds are in the
Bengaluru India name of Monsanto India
Limited Limited, the erstwhile
Freehold Land Udaipur, Rajasthan 30 Monsanto No 2013 amalgamating company
India under section 230 to
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/ Impairment As at
01.04.2023 Transfers [Refer Note 49] 31.03.2024
Capital work-in- 29 350 271 44 64
progress (133) (404) (508) (-)* (29)
Total 29 350 271 44 64
(133) (404) (508) (-)* (29)

a) Capital work-in-progress ageing

Assets Amount in Capital work-in-progress for a period of As at
Less than 1 1-2 Years 2-3 Years More than 3 31.03.2024
Year Years
Projects in progress 64 -* - - 64
(29) (-)* (-) (-) (29)
Projects temporarily - - - - -
suspended (-) (-) (-) (-) (-)
Total 64 -* - - 64
(29) (-)* (-) (-) (29)

186
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

3 Capital work-in-progress (Contd.)

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 1-2 Years 2-3 Years More than 3
Year Years
As at 31.03.2024
Projects in progress:
Server room and administration 17 - - -
building at factory
Training room at factory 5 - - -
Drier monitoring system 2 - - -
Miscellaneous projects 5 -* - -
Projects temporarily suspended - - - -
Total 29 -* - -
As at 31.03.2023
Projects in progress:
Molecular Laboratory 7 -* - -
Miscellaneous projects 1 - - -
Projects temporarily suspended - - - -
Total 8 -* - -
c) Figures shown in brackets are in respect of previous year.

4 Investment Property
Assets Cost/ Deemed Cost Depreciation and Impairment Net Book
Value
As at Additions Deletions Divestment As at As at For the year On Divestment As at As at
01.04.2023 [Refer 31.03.2024 01.04.2023 Deletions [Refer Note 31.03.2024 31.03.2024
Note 46] Depreciation Impairment 46]
[Refer Note
49]

Land 10 - - - 10 - - - - - - 10
(10) (-) (-) (-) (10) (-) (-) (-) (-) (-) (-) (10)
Buildings 286 - - - 286 40 5 - - - 45 241
(286) (-) (-) (-) (286) (35) (5) (-) (-) (-) (40) (246)
Total 296 - - - 296 40 5 - - - 45 251
(296) (-) (-) (-) (296) (35) (5) (-) (-) (-) (40) (256)

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.

187
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

4 Investment Property (Contd.)

c) Amount recognised in Statement of Profit and Loss for Investment Properties:

Particulars 01.04.2023 to 01.04.2022 to

31.03.2024 31.03.2023
Rental Income [Refer Note 25] 48 43
Direct operating expenses from property that generated rental income 32 39
(including Depreciation)

d) Fair value
Particulars As at As at
31.03.2024 31.03.2023
Investment Properties 859 807

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
of the Investment Properties has been categorised as Level 3 based on the inputs considered in the valuation.

5 Intangible Assets [Refer Note 36(a)]

Assets Cost/ Deemed Cost Amortisation and Impairment Net Book
Value
As at Additions Deletions Divestment As at As at For the year On Divestment As at As at
01.04.2023 [Refer 31.03.2024 01.04.2023 Deletions [Refer 31.03.2024 31.03.2024
Depreciation Impairment
Note 46] Note 46]
[Refer
Note 49]

Computer 117 8 1 - 124 104 8 1 -* - 113 11

Software (113) (4) (-)* (-) (117) (95) (9) (-) (-) (-) (104) (13)
Marketing 82 61 - - 143 11 11 - - - 22 121
Rights (30) (53) (-) (1) (82) (5) (6) (-) (-) (-) (11) (71)
Total 199 69 1 - 267 115 19 1 -* - 135 132
(143) (57) (-)* (1) (199) (100) (15) (-) (-) (-) (115) (84)

a) Deemed 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.

188
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

6 Intangible Assets under development

Assets Cost
As at Additions Deletions/ Divestment As at
01.04.2023 Transfers [Refer Note 46] 31.03.2024
Intangible Assets under 1,063 164 105 - 1,122
development (850) (296) (54) (29) (1,063)
Total 1,063 164 105 - 1,122
(850) (296) (54) (29) (1,063)

a) Intangible assets under development ageing

Assets Amount in Intangible assets under development As at
for a period of 31.03.2024
Less than 1 1-2 Years 2-3 Years More than 3
Year Years
Projects in progress 155 269 188 510 1,122
(259) (186) (160) (458) (1,063)
Projects temporarily - - - - -
suspended (-) (-) (-) (-) (-)
Total 155 269 188 510 1,122
(259) (186) (160) (458) (1,063)

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
Less than 1 1-2 Years 2-3 Years More than 3
Year Years
As at 31.03.2024
Projects in progress
Registration Costs** 53 23 48 6
Projects temporarily suspended - - - -
Total 53 23 48 6
As at 31.03.2023
Projects in progress
Registration Costs** 13 41 33 34
Projects temporarily suspended - - - -
Total 13 41 33 34
**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.

189
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

7 Other Financial Assets

As At As At As At As At
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Non-Current Non-Current Current Current
(Unsecured, Considered good unless
otherwise stated)
Security Deposits
- Considered Good [Refer Note 12(a)] 72 54 27 63
- Considered Doubtful 2 2 - -
74 56 27 63
Less: Provision for Expected Credit Loss 2 2 - -
[Refer Note 39(a)(i)]
72 54 27 63
Accrued Interest Receivable - - 24 15
Receivables toward sales and distribution - - 3 17
arrangement [Refer Note 12(a)]
Other Receivables [Refer Note (a) below] - - 26 3
72 54 80 98

a) Represents receivable towards Other Income.

8 Current Tax Asset (Net)

As At As At
31.03.2024 31.03.2023
Non-Current Non-Current
Advance payment of Income Tax [Net of Provision for Taxation 27,853 1,200 1,768
(Previous Year 25,871)]
1,200 1,768

9 Other Assets
As At As At As At As At
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Non-Current Non-Current Current Current
(Unsecured, Considered good unless
otherwise stated)
Capital Advances 22 47 - -
Other Advances:
- Advance to Vendors - - 406 252
- Prepaid Expenses 4 4 68 67
- Advance to Employees 17 19 - -
- Export Benefit Receivable - - 7 4

190
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

9 Other Assets (Contd.)

As At As At As At As At
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Non-Current Non-Current Current Current
- Balance with Government Authorities
- Considered Good 270 214 890 1,046
- Considered Doubtful - - 90 87
270 214 980 1,133
Less: Provision for Doubtful Advances - - 90 87
270 214 890 1,046
Right of Return Asset - - 372 578
313 284 1,743 1,947

10 Inventories
As At As At
31.03.2024 31.03.2023
(Lower of Cost and Net Realisable Value)
Raw Materials [includes in transit 2,144 (Previous Year 3,105)] 7,225 9,174
Packing Materials [includes in transit 5 (Previous Year 3)] 655 797
Work-in-progress [includes in transit 46 (Previous Year 65)] 2,093 2,199
Finished Goods [includes in transit 166 (Previous Year 215)] 4,801 4,982
Stock-in-Trade [includes in transit 82 (Previous Year 110)] 626 878
Stores and Spares 52 42
15,452 18,072

11 Investments
As At As At
31.03.2024 31.03.2023
At Fair value through profit or loss
(Unquoted#)
Investments in Mutual Funds
27,433,299 (Previous Year Nil) Units of `18.54 (Previous Year Nil) in HSBC 509 -
Arbitrage Fund - Direct Plan - Growth
2,438,902 (Previous Year Nil) Units of `12.30 (Previous Year Nil) in Mirae 30 -
Asset Arbitrage Fund - Direct Plan - Growth
Nil (Previous Year 14,182,298) Units of Nil (Previous Year `28.96) in Invesco - 411
India Arbitrage Fund - Direct Plan - Growth
539 411
Aggregate amount of Unquoted Investments 539 411
#
As Mutual Funds investments are not listed on stock exchange, it is considered as unquoted investments.

191
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

12 Trade Receivables [Refer Note 42]

As At As At As At As At
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Non-Current Non-Current Current Current
Secured, considered good - - - -*
Unsecured, considered good - - 9,601 9,756
[Refer Note (a) below]
Unsecured, considered doubtful 394 352 62 34
Total 394 352 9,663 9,790
Less: Provision for Expected Credit Loss 394 352 62 34
[Refer Note 39(a)(i)]
- - 9,601 9,756

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. During the year, the Company has recovered,
overdue outstanding receivables towards distribution of seeds to third parties, from BBPL aggregating to 21
(Previous Year 51) towards recoupment of loss as recovery is less probable. Till date, the overdue security
deposits from third parties amounting to 13 has also been recovered from BBPL under this arrangement.

As and when the Company recovers any amount against such overdues, 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, 2024 (net) 373 (Previous Year 365) is included in “Other
Financial Liabilities” in Note 21.

b) Trade Receivables Ageing

As at 31.03.2024 Not Outstanding for following periods from due date of Total
Due payment
Less than 6 months 1-2 2-3 More than
6 months to 1 year years years 3 years
(i) Undisputed Trade receivables - 5,503 3,458 245 51 41 277 9,575
considered good
(ii) Undisputed Trade receivables - 22 38 9 44 27 2 142
credit impaired
(iii) Disputed Trade receivables - - -* 1 1 -* 24 26
considered good
(iv) Disputed Trade receivables - -* 1 4 43 3 263 314
credit impaired
Total 5,525 3,497 259 139 71 566 10,057

192
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

12 Trade Receivables [Refer Note 42] (Contd.)

As at 31.03.2023 Not Outstanding for following periods from due date of Total
Due payment
Less than 6 months 1-2 2-3 More than
6 months to 1 year years years 3 years
(i) Undisputed Trade receivables - 7,099 2,143 141 62 7 277 9,729
considered good
(ii) Undisputed Trade receivables - 17 16 8 39 2 1 83
credit impaired
(iii) Disputed Trade receivables - - - - -* 6 21 27
considered good
(iv) Disputed Trade receivables - -* -* 2 3 72 226 303
credit impaired
Total 7,116 2,159 151 104 87 525 10,142

c) There are no transaction or outstanding balance with struck-off Companies under Section 248 of the
Companies Act, 2013 or Section 560 of Companies Act, 1956 in current year and previous year.

13 Cash and Cash Equivalents

As At As At
31.03.2024 31.03.2023
Current Current
Balances with Banks
- in Current Accounts 1,340 702
- in Fixed Deposits (less than 3 months maturity) 7,487 5,840
Short-term highly liquid investments at Fair Value [Refer Note (a) below] 2,741 2,066
11,568 8,608

a) Investment in Liquid Mutual Funds

As At As At
31.03.2024 31.03.2023
(Unquoted#)
568,140 (Previous Year Nil) Units of `1,295 (Previous Year Nil) in Aditya 736 -
Birla Sun Life Overnight Fund - Direct Plan - Growth
5,421,237 (Previous Year 5,178,396) Units of `129 (Previous Year `120) 697 623
in Nippon India Overnight Fund - Direct Plan - Growth
460,578 (Previous Year Nil) Units of `1,228 (Previous Year Nil) in Mirae 566 -
Asset Overnight Fund - Direct Plan - Growth
426,659 (Previous Year 524,462) Units of `1,267 (Previous Year `1,186) 540 622
in Axis Overnight Fund - Direct Plan - Growth

193
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

13 Cash and Cash Equivalents (Contd.)

As At As At
31.03.2024 31.03.2023
158,455 (Previous Year Nil) Units of `1,277 (Previous Year Nil) in 202 -
Bandhan Overnight Fund - Direct Plan - Growth
Nil (Previous Year 368,253) Units of Nil (Previous Year `1,196) in Kotak - 441
Overnight Fund - Direct Plan - Growth
Nil (Previous Year 324,131) Units of `Nil (Previous Year `1,173) in HSBC - 380
Overnight Fund - Direct Plan - Growth
2,741 2,066
#
 As Mutual Funds investments are not listed on stock exchange, it is considered as unquoted
investments.

14 Bank Balances other than Cash and Cash Equivalents

As At As At
31.03.2024 31.03.2023
Earmarked balances with banks in unpaid dividend accounts 65 65
Balances held as margin money against guarantees 7 7
72 72

15 Equity Share Capital

As At As At
31.03.2024 31.03.2023
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, 449 449
fully 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.

194
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

15 Equity Share Capital (Contd.)

b) Movement of Issued, Subscribed and Paid-up Equity Share Capital:
As At As At As At As At
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Number of Number of Amount Amount
Shares Shares
Balance as at the beginning of the year 44,942,092 44,942,092 449 449
Add: Changes during the year - - - -
Balance as at the end of the year 44,942,092 44,942,092 449 449

c) Shares bought back during 5 years immediately preceding the Balance Sheet date:
As At As At
31.03.2024 31.03.2023
Number of Number of
Shares Shares
Aggregate number of Equity Shares bought back - 1,020,408

d) Shares held by Ultimate Holding Company and its subsidiaries:

As At As At
31.03.2024 31.03.2023
Number of Number of
Shares Shares
Ultimate Holding Company:
Bayer AG, Germany 3,788,433 3,788,433
Subsidiaries of Ultimate Holding Company:
Bayer Vapi Private Limited, India 8,039,736 8,039,736
Bayer S.A.S., France 6,618,105 6,618,105
Bayer CropScience AG, Germany 5,354,030 5,354,030
Bayer Investments India Private Limited, India 6,758,082 6,758,082
(formerly known as Monsanto Investments India Private Limited)
Monsanto Company, USA 1,544,613 1,544,613

e) Details of shareholding of promoters:

As at 31.03.2024 As at 31.03.2023 % Change
No of % holding No of % holding during the
shares shares year
Bayer AG, Germany 3,788,433 8.5 % 3,788,433 8.5 % -
Bayer Vapi Private Limited, India 8,039,736 17.9 % 8,039,736 17.9 % -
Bayer S.A.S., France 6,618,105 14.7 % 6,618,105 14.7 % -
Bayer CropScience AG, Germany 5,354,030 11.9 % 5,354,030 11.9 % -
Bayer Investments India Private Limited, 6,758,082 15.0 % 6,758,082 15.0 % -
India (formerly known as Monsanto
Investments India Private Limited)
Monsanto Company, USA 1,544,613 3.4 % 1,544,613 3.4 % -
Total 32,102,999 71.4 % 32,102,999 71.4 % -

195
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

15 Equity Share Capital (Contd.)

f) Shareholders holding more than 5% of the aggregate Equity Shares of the Company:
As At As At
31.03.2024 31.03.2023
Number of Number of
Shares Shares
Bayer AG, Germany 3,788,433 3,788,433
Bayer Vapi Private Limited, India 8,039,736 8,039,736
Bayer S.A.S., France 6,618,105 6,618,105
Bayer CropScience AG, Germany 5,354,030 5,354,030
Bayer Investments India Private Limited, India 6,758,082 6,758,082
(formerly known as Monsanto Investments India Private Limited)

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 these 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.

h) Relationship with struck off companies

Details of struck off companies holding shares of the Company as at year end or transaction during the year:

Name of struck off Company Nature of Balance Dividend Unpaid Relationship with
transactions outstanding paid during dividend the Struck off
with struck- As At the year outstanding company
off Company 31.03.2024 As At
31.03.2024
Unicon Fincap Private Limited Dividend Paid -* -* -* Not a related party
(-)* (-)* (-)*
Bashey Investments Private Dividend Paid - -* -* Not a related party
Limited (-) (-)* (-)*
Folklore Holdings And Investments Dividend Paid - -* -* Not a related party
Private Limited (-)* (-)* (-)*
Inventa Investments Private Dividend Paid - -* -* Not a related party
Limited (-)* (-)* (-)*
Rajdeep Automation Private Dividend Paid - -* - Not a related party
Limited (-)* (-)* (-)
Shri Laxmi Chemicals And Dividend Paid - -* -* Not a related party
Industries Private Limited (-)* (-)* (-)*
Varun Enterprises Private Limited Dividend Paid -* -* - Not a related party
(-) (-) (-)

196
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

15 Equity Share Capital (Contd.)

Name of struck off Company Nature of Balance Dividend Unpaid Relationship with
transactions outstanding paid during dividend the Struck off
with struck- As At the year outstanding company
off Company 31.03.2024 As At
31.03.2024
Rawat Engg Tech Private Limited Dividend Paid -* -* - Not a related party
(-) (-) (-)
Badri Sarraf Finance And Mutual Dividend Paid -* -* -* Not a related party
Benefit Company Limited (-)* (-)* (-)*

Figures shown in brackets are in respect of previous year.

16 Other Equity
As At As At
31.03.2024 31.03.2023
Reserves and Surplus
Securities Premium [Refer Note (i) below] 1,394 1,394
Capital Redemption Reserve [Refer Note (ii) below] 52 52
General Reserve [Refer Note (iii) below] 3,528 3,528
Retained Earnings [Refer Note (iv) below] 23,071 21,698
28,045 26,672

Other Equity
As At As At
31.03.2024 31.03.2023
(i) Securities Premium [Refer Note (a) below]
Balance as at the beginning of the year 1,394 1,394
Changes during the year - -
Balance at the end of the year 1,394 1,394
(ii) Capital Redemption Reserve [Refer Note (b) below]
Balance as at the beginning of the year 52 52
Changes during the year - -
Balance as at the end of the year 52 52
(iii) General Reserve [Refer Note (c) below]
Balance as at the beginning of the year 3,528 2,883
Add: Transfer from Retained Earnings - 645
Balance as at the end of the year 3,528 3,528

197
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

16 Other Equity (Contd.)

As At As At
31.03.2024 31.03.2023
(iv) Retained Earnings [Refer Note (d) below]
Balance as at the beginning of the year 21,698 20,465
Profit for the year 7,405 7,582
Items of Other Comprehensive Income recognised directly in Retained
Earnings
Remeasurement gain/ (loss) of Defined Benefit Plan 47 (116)
[Refer Note 18(1)(B)(b)(ii)]
Tax on remeasurement of Defined Benefit Plan [Refer Note 19] (12) 30
Appropriations
Dividend [Refer Note 40(b)(i)] (1,348) (1,124)
Interim Dividend [Refer Note 40(b)(i)] (4,719) (4,494)
Transfer to General Reserve - (645)
Balance as at the end of the year 23,071 21,698

a) It represents premium on issue of shares.

b) 
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.

c) It represents transfer from Retained Earnings.

d) It represents profit earned net of appropriations.

17 Lease Liabilities
As At As At As At As At
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Non-Current Non-Current Current Current
Lease Liabilities [Refer Note 44] 210 364 261 371
210 364 261 371

198
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

18 Provisions
As At As At As At As At
31.03.2024 31.03.2023 31.03.2024 31.03.2023
Non-Current Non-Current Current Current
Provision for Employee Benefits
- Gratuity [Refer Note 1(B) below] 127 177 129 118
- Compensated Absences 374 368 81 75
[Refer Note 2 below]
- Other employee benefits 275 536 308 937
[Refer Note 3 below]
Other Provisions
Direct Tax Matters [Net of Advance Tax of 163 36 23 - -
(Previous Year 163)] [Refer Note 4 & 5 below]
Indirect Tax Matters [Refer Note 4 & 5 below] 15 15 - -
Commercial Matters [Net of Payment 5 (Previous 426 404 - -
Year 5)] [Refer Note 4 & 5 below]
1,253 1,523 518 1,130

1. Employee Benefit Obligation

Disclosure as required under Ind AS 19 - Employee Benefits:

A. Defined contribution plan:

The Company’s defined contribution plans are Provident Fund, Superannuation, Employees’ State
Insurance Scheme and National Pension Scheme administered by Government authorities/ trustees/
government approved institutes 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:
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Employer's contribution to Provident Fund 190 181
Employer's contribution to Superannuation Fund 14 18
Employer's contribution to National Pension Scheme 57 53
Total (included in Note 28 - 'Employee Benefits Expense') 261 252

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.

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. 68% of the plan asset is invested in debt
securities and 32% of the plan asset is invested in equity instruments.

199
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

18 Provisions (Contd.)
 rovisions were established for defined benefit obligations pertaining to gratuity. The net obligation was accounted
P
as follows:

a) Net defined benefit obligation as reflected in Balance Sheet:

As At As At
31.03.2024 31.03.2023
Present value of defined benefit obligation 1,362 1,324
Fair value of plan assets 1,106 1,029
Net defined benefit obligation 256 295

b) The expenses for defined benefit plan for gratuity comprise the following components:
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
i) Expenses Recognised in the Statement of Profit and Loss
Current service cost (included in Note 28 - 'Employee Benefits Expense') 78 76
Net interest cost (included in Note 29 - 'Finance Costs') 22 11
Total 100 87
ii) (Income)/ expense recognised in the Other Comprehensive
Income (OCI) [Refer Note 16(iv)]
Actuarial losses on obligation 30 79
Return on Plan Assets, excluding interest income (77) 37
Total (47) 116

c) The net defined obligation developed as follows:

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
i) Change in the present value of defined benefit obligation
Opening present value of defined benefit obligation 1,324 1,309
Current service cost (included in Note 28 - 'Employee Benefits 78 76
Expense')
Interest cost (included in Note 29 - 'Finance Costs') 99 91
Transfer of employees (Net) (12) (1)
Transfer of employees on Divestment [Refer Note 46] - (32)
Benefit paid from the fund (157) (198)
Actuarial (gains)/ losses due to:
- change in demographic assumptions (8) 1
- change in financial assumptions 10 1
- experience adjustment 28 77
Closing present value of defined benefit obligation 1,362 1,324

200
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

18 Provisions (Contd.)
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
ii) Change in the fair value of plan assets
Opening fair value of plan assets 1,029 1,154
Interest income (included in Note 29 - 'Finance Costs') 77 80
Contributions by the employer 80 55
Benefit paid from the fund (157) (198)
Assets transferred out on Divestment [Refer Note 46] - (25)
Expected return on plan assets, excluding interest income 77 (37)
Closing fair value of plan assets 1,106 1,029

iii) Change in net defined benefit obligation

Opening net defined benefit obligation 295 155
Current service cost (included in Note 28 - 'Employee Benefits Expense') 78 76
Interest cost (net) (included in Note 29 - 'Finance Costs') 22 11
Transfer of employees (Net) (12) (1)
Transfer of employees on Divestment [Refer Note 46] - (32)
Contributions by the employer (80) (55)
Assets transferred out on Divestment [Refer Note 46] - 25
Actuarial (gains)/ losses due to:
- change in demographic assumptions (8) 1
- change in financial assumptions 10 1
- experience adjustment 28 77
Expected return on plan assets, excluding interest income (77) 37
Closing net defined obligation of funded plan 256 295
d) 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.

201
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

18 Provisions (Contd.)
e) Measurement parameters and their sensitivities
i) The following parameters were used to measure the obligation
As At 31.03.2024 As At 31.03.2023
Discount rate (per annum) 7.19% 7.44%
Expected rate of return on plan assets 7.19% 7.44%
(per annum)
Attrition rate (per annum) For service upto 4 years For service upto 4 years
and below 15.00% p.a. and below 13.00% p.a.
For service above 4 years For service above 4 years
5.00% p.a. 6.00% p.a.
Salary escalation rate (per annum) 5.00% p.a. for the next 1 9.60% p.a. for the next 1
year, 6.00% p.a. thereafter, year, 6.00% p.a. thereafter,
starting from the 2nd year starting from the 2nd year
Mortality rate Indian Assured Lives Indian Assured Lives
Mortality (2012-14) Urban Mortality (2012-14) Urban
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
31.03.2024 31.03.2023
Delta effect of +0.5% change in discount rate (41) (39)
Delta effect of -0.5% change in discount rate 43 41
Delta effect of +0.5% change in salary escalation 44 41
Delta effect of -0.5% change in salary escalation (41) (39)
Delta effect of +0.5% change in attrition rate 3 3
Delta effect of -0.5% change in attrition rate (3) (3)
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.

f) Defined benefit obligation and employer’s contribution

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
i) Expected employer's contribution for the next year 129 118

As At As At
31.03.2024 31.03.2023
ii) The weighted average duration of the defined benefit obligation (years) 8 7

202
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

18 Provisions (Contd.)
As At As At
31.03.2024 31.03.2023
iii) Projected Benefits payable in future years from the date of reporting#:
1st following Year 157 129
2 following Year
nd 99 99
3 following Year
rd 119 141
4 following Year
th 106 129
5 following Year
th 184 114
Sum of 6th to 10th following Year 713 777
#
 It represents unwinding of liabilities rather than cash flows considering future service for foreseeable future
of next 10 years.

2. 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.

3. Provisions for other employee benefits mainly include those recorded for performance based bonus, variable
payments and long-service awards.

4. Movement in Other Provisions

Particulars 01.04.2023 to 31.03.2024 01.04.2022 to 31.03.2023
Direct Tax Indirect Commercial Direct Tax Indirect Commercial
Matters Tax Matters and Other Matters Tax Matters and Other
Matters Matters
Balance as at the beginning 23 15 404 23 17 383
of the year
Add: Additional provision (net) 13 - 22 - - 21
Less: Provision utilised - -* - - 2 -
Less: Provision adjusted - - - - - -
Balance as at the end of the 36 15 426 23 15 404
year

5. 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 21) is recognised under the head Finance Costs [Included in Note 29] as
an additional provision towards Commercial and Other Matters.

203
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

19 Deferred Tax (Liabilities)/ Assets (Net)

Provision for Liabilities Provision Disallowances Indexation Other Employee Lease Depreciation, Others Total
Expected allowed on for Defined u/s. 40(a)(i) and of Freehold Expenditure separation Liabilities Impairment
Credit Loss payment Benefit 40(a)(ia) of the land allowable on expenses Component and
on Trade basis Obligations Income Tax Merger Amortisation
Receivables, Act, 1961 of Assets
Advances
Balance as on 100 130 39 56 13 36 111 73 (488) 3 73
01.04.2022
(Charged)/ credited
during the year
To Statement of (7) 5 5 11 2 (18) (47) 14 (64) (7) (106)
Profit and Loss
To Other - - 30 - - - - - - - 30
Comprehensive
Income
Balance as on 93 135 74 67 15 18 64 87 (552) (4) (3)
31.03.2023
(Charged)/ credited
during the year
To Statement of 17 25 2 (12) 3 (18) (44) 1 1 -* (25)
Profit and Loss
To Other - - (12) - - - - - - - (12)
Comprehensive
Income
Balance as on 110 160 64 55 18 - 20 88 (551) (4) (40)
31.03.2024

20 Trade Payable [Refer Note 39(b) and 42]

As At As At
31.03.2024 31.03.2023
Current Current
Total outstanding dues of micro enterprises and small enterprises 145 117
[Refer Note (a) below]
Total outstanding dues of creditors other than micro Enterprises and small 5,906 8,615
enterprises
6,051 8,732

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
31.03.2024 31.03.2023
(I) (i) Principal amount due and remaining unpaid to any supplier at the 1 3
end of accounting year [includes payables for Capital Purchases
0.63 (Previous Year 0.17)]
(ii) Interest amount due and remaining unpaid to any supplier at the end -* 1
of accounting year *Current Year 0.002 (Previous Year 0.76)
(II) The amount of interest paid by the buyer in terms of section 16 of 413 428
the MSMED Act, along with the amount of the payment made to the
suppliers during the year

204
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

20 Trade Payable [Refer Note 39(b) and 42] (Contd.)

As At As At
31.03.2024 31.03.2023
(III) T
 he 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 *Current Year 0.11 (Previous Year 0.03)
(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.

b) Trade payables ageing

As at 31.03.2024 Unbilled Not due Outstanding for following periods from Total
due date of payment
Less than 1-2 2 - 3 More than
1 year years years 3 years
(i) MSME 69 64 12 - - - 145
(ii) Others 1,991 2,453 1,453 1 3 5 5,906
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - others - - - - - - -
Total 2,060 2,517 1,465 1 3 5 6,051

As at 31.03.2023 Unbilled Not due Outstanding for following periods Total

from due date of payment
Less than 1-2 2 - 3 More than
1 year years years 3 years
(i) MSME 31 83 2 1 - - 117
(ii) Others 2,005 5,415 1,183 6 2 4 8,615
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - others - - - - - - -
Total 2,036 5,498 1,185 7 2 4 8,732

205
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

20 Trade Payable [Refer Note 39(b) and 42] (Contd.)

c) Relationship with struck off companies
Details of struck off companies with whom the Company has transaction during the year or outstanding
balance:

Name of Struck Off Company Nature of Transactions Balance Relationship with

Transaction during the outstanding the struck off
year As At company
31.03.2024
Golden Swan Country Club Membership fees -* -* Not a related party
- (-) (-) Nil
Figures shown in brackets are in respect of previous year.

21 Other Financial Liabilities

As At As At
31.03.2024 31.03.2023
Current Current
Payable for Capital Purchases [Refer Note 20(a)] 39 7
Unpaid Dividends [Refer Note (a) below] 65 65
Deposits from customers 1 2
Liabilities toward sales and distribution arrangement 373 365
[Refer Note 7 & Note 12(a)]
Interest Accrued 8 5
486 444
a) As at the year end, there are no amounts and shares which are due for transfer to the Investor Education and
Protection Fund (IEPF) under section 124 and 125 of the Companies Act, 2013.

22 Other Liabilities
As At As At
31.03.2024 31.03.2023
Current Current
Refund Liabilities
- Anticipated Sales Returns 866 1,191
- Discounts payable to Customers 4,445 2,637
5,311 3,828
Contract Liabilities [Refer Note 24(d)]
- Advance from Customers 1,916 916
- Customer Loyalty Programmes 173 1,373
- Incentive Schemes 750 565
2,839 2,854
Deferred Income 12 12
Payable towards Statutory Liabilities 292 287
Payable to Employees 185 88
8,639 7,069

206
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

23 Current Tax Liabilities (Net)

As At As At
31.03.2024 31.03.2023
Provision for Income Tax [Net of Advance Tax 2,176 (Previous Year 2,176)] 19 29
19 29

24 Revenue from operations

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Sale of Goods [Refer Notes below] 48,921 49,449
Other Operating Revenue:
Recoveries from Group Companies and Third Parties 1,972 1,827
Scrap Sales 113 96
Royalty Income 16 16
Tolling income 10 9
51,032 51,397

a) It includes sales in accordance with a sales and distribution arrangement, net of material cost 2,734 (Previous
Year 2,649).

b) Disaggregation of revenue recognized 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:
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Contracted Price [Refer Note (a) above] 59,090 57,516
Adjustments for:
- Discounts (net) (9,443) (6,415)
- Anticipated Sales Return (866) (1,190)
- Customer Loyalty Programmes and Incentive Schemes (Net) 140 (462)
Sale of Goods 48,921 49,449

d) During the year, the Company has recognised Revenue amounting to 1,506 (Previous Year 2,197) from the
Contract Liabilities [Refer Note 22] at the beginning of the year.

207
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

25 Other Income
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Interest Income
Interest Income from Financial Assets at Amortised Cost 313 261
Interest on Tax Refund 92 -
Penal Interest on Overdue Trade Receivables 79 79
Other Non-Operating Income
Export Incentives 30 38
Rent Income [Refer Note 4(c)] 88 77
Miscellaneous 60 44
662 499
Other Gains
Profit on Tangible Assets sold/ discarded (Net) - 5
Fair value gain on investments measured through profit or loss (FVTPL) 1 6
(Net)
Profit on sale of investments measured at fair value through profit or loss 147 129
(FVTPL) (Net)
148 140
810 639

26 Cost of Material Consumed

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Raw Materials:
Opening Stock 9,174 6,313
Add: Purchases 21,498 24,852
Less: Transferred on Divestment [Refer Note 46] - 96
30,672 31,069
Less: Closing stock 7,225 9,174
Cost of Raw Materials consumed [Refer Note (a) below] 23,447 21,895
Packing Materials consumed [Refer Note (a) below] 1,318 1,232
Seed Grower Payments and Production Cost 2,419 2,291
27,184 25,418

a) It includes 35 (Previous Year 35) on account of write off/ down in the carrying values of Raw Materials and
Packing Materials.

208
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

27 Changes in Inventories of Finished Goods and Work-in-Progress and Stock-in-Trade

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Opening Stock:
- Finished Goods 4,982 5,181
- Work-in-progress 2,199 2,172
- Stock-in-Trade 878 692
8,059 8,045
Less: Transferred on Divestment [Refer Note 46] - 17
Closing stock:
- Finished Goods 4,801 4,982
- Work-in-progress 2,093 2,199
- Stock-in-Trade 626 878
7,520 8,059
Decrease/ (Increase) in Inventories [Refer Note (a) below] 539 (31)

a) It includes 513 (Previous Year 479) on account of write off/ down in the carrying values of Inventories.

28 Employee Benefits Expense [Refer Note 33]

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Salaries and Wages 3,786 4,774
Contribution to Provident and Other Funds [Refer Note 18(1)(A)] 261 252
Gratuity [Refer Note 18(1)(B)(b)(i)] 78 76
Staff Welfare Expenses 229 241
4,354 5,343

29 Finance costs
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Interest on Lease Liability [Refer Note 44] 35 45
Interest Others [Refer Note 18(1)(B)(b)(i) and 18(5)] 161 178
196 223

30 Depreciation and Amortisation Expense

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
- on Property, Plant and Equipment [Refer Note 2] 371 380
- on Right of Use Assets [Refer Note 2] 345 395
- on Investment Properties [Refer Note 4] 5 5
- on Intangible Assets [Refer Note 5] 19 15
740 795

209
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

31 Other Expenses [Refer Note 33]

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Consumption of Stores and Spare Parts 116 101
Power and Fuel 147 157
Rent [Refer Note 44] 136 120
Repairs and Maintenance:
- Plant and Equipment 43 37
- Buildings 65 74
- Others 32 34
140 145
Insurance 37 44
Rates and Taxes 48 49
Job Work Charges 758 771
Freight Outward and Clearing Charges 875 1,062
Vehicle expenses and hire charges 128 120
Travelling and Conveyance 520 627
Loss on Disposal of Property, Plant and Equipment (Net) 24 -
Loss on Intangible Assets written off 36 1
Legal and Professional Fees 1,392 1,200
Royalty 199 256
Advertisement, Publicity and Sales Promotion 2,412 3,153
Communication 39 46
Donations [Refer Note 33] 160 142
Bad Debts 38 90
Less: Utilisation of Provision for Expected Credit Loss on Trade Receivable (32) (90)
[Refer Note 39(a)(i)]
6 -
Provision for Expected Credit Loss on Trade Receivable [Refer Note 39(a)(i)] 102 50
Deposits written off -* -
Less: Utilisation of Provision for Expected Credit Loss on Deposits -* -
[Refer Note 39(a)(i)]
- -
Foreign Exchange Fluctuations (Net) 2 22
Manpower and Labour Charges 181 154
Miscellaneous [Refer Note (a) below and Note 42(v)] 409 432
7,867 8,652

210
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

31 Other Expenses [Refer Note 33] (Contd.)

a) Payments to Auditor (included in Miscellaneous expenses)
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
(i) As Statutory Auditor:
- for statutory audit 7 6
- for limited review 3 3
- for tax audit 1 1
- for certification -* -
(ii) In Other Capacities:
- audit of group reporting package 3 3
Goods and Service Tax (GST) Expense 1 1
15 14

32 Tax Expense
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
a) Current Tax Expenses
Current Tax on Profits for the year 1,977 2,214
Adjustments for current tax of prior periods 7 (7)
Total Current Tax Expense 1,984 2,207
b) Deferred Tax Expense
(Increase)/ Decrease in deferred tax assets 26 38
Increase/ (Decrease) in deferred tax liabilities (1) 68
Total Deferred Tax Expense 25 106
c) Fringe Benefit Tax Expense
Adjustments for Fringe Benefit Tax of prior periods - 6
Total Fringe Benefit Tax Expense - 6
Tax Expense 2,009 2,319
d) Reconciliation of tax expense and the accounting profit multiplied by
tax rate
Profit Before Tax 9,414 9,901
Tax @ 25.168% 2,369 2,492
Tax effect of amounts which are not deductible/ (taxable) in
calculating taxable income:
Agriculture Income (405) (239)
Adjustment of taxes of prior periods 7 (1)
Corporate social responsibility expenditure 43 37
Capital Gain on sale of land - (24)
Other Items (5) 54
Tax Expense 2,009 2,319
e) Income tax recognised in Other Comprehensive Income
Deferred tax on remeasurement of Defined Benefit Obligation (12) 30
(12) 30

211
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

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)
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
a) Gross amount required to be spent by the company during the year 165 146
b) Amount spent during the year on:
(i) Construction/ acquisition of any asset - -
(ii) On purposes other than (i) above
- Donations 160 140
- Employee Benefits Expense -* -*
- Other Expenses 7 7
167 147
c) Details of excess CSR expenditure under Sec 135(5) of the Act
a) Opening Balance - -
b) Amount required to be spent during the year 165 146
c) Amount Spent during the year 167 147
Closing Balance (a-b+c) 2 1

Additional Spent to be carried forward for adjustment in Financial Year 2 -

2024-25 towards spend obligation

34 Research and Development Expenses

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Research and Development Revenue Expenses (Net of recoveries) 685 831

35 Contingent Liabilities
A) Claims against the Company not acknowledged as debts towards:
As At As At
31.03.2024 31.03.2023
- Direct Tax Matters [Refer Note (a) below] 2,718 1,872
- Indirect Tax Matters [Refer Note (b) below] 2,698 1,640
- Litigation/ claims filed by customer/ vendor/ third party [Refer Note (c) 89 65
below]
- Litigation/ demands raised by other Statutory Authorities [Refer Note (d) 25 25
below]

Future cash flows in respect of above, if any, is determinable only on receipt of judgement/ decisions pending
with relevant authorities.

212
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

35 Contingent Liabilities (Contd.)

a) The contingent liability for direct tax matters mainly include 2,181 (Previous year 1,517) 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 and CIT(A).

b) The disputed demands for indirect tax matters are mainly due to disallowance of input credit, disallowance
of sales return credit notes, incorrect turnover, product classification and non-issuance of statutory forms.

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 stage of filing written statement by some of the defendants. The next hearing
is scheduled on June 11, 2024.

36 Commitments
a) Capital Commitments
As At As At
31.03.2024 31.03.2023
Property, Plant and Equipment 73 92
Intangible Assets 24 29
97 121

b) Other Commitments
As At As At
31.03.2024 31.03.2023
Contractual obligation for future repairs and maintenance on Investment 2 4
properties
Dividend on shares in abeyance [Refer Note 15(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.

213
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

38 Fair value measurement

Financial instruments by category:
Notes As At 31.03.2024 As At 31.03.2023
FVPL FVOCI Amortised FVPL FVOCI Amortised
cost cost
Financial assets
Investment 11 539 - - 411 - -
Trade Receivables 12 - - 9,601 - - 9,756
Cash and Cash Equivalents 13
Short-term highly liquid 2,741 - - 2,066 - -
investments
Balances with Banks - - 8,827 - - 6,542
Bank Balances other than cash 14 - - 72 - - 72
and cash equivalents
Other Financial Assets 7 - - 152 - - 152
Total Financial Assets 3,280 - 18,652 2,477 - 16,522
Financial liabilities
Lease Liabilities 17 - - 471 - - 735
Trade Payables 20 - - 6,051 - - 8,732
Other Financial Liabilities 21 - - 486 - - 444
Total Financial Liabilities - - 7,008 - - 9,911

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.
Financial assets and liabilities measured at fair value - recurring fair value measurements
Notes As At 31.03.2024 As At 31.03.2023
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Financial assets
Investment 11 539 - - 411 - -
Cash and Cash Equivalents
- Short-term highly liquid 13 2,741 - - 2,066 - -
investments
Total 3,280 - - 2,477 - -

214
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

38 Fair value measurement (Contd.)

Level 1: It represents mutual funds measured using the closing Net Asset Value (NAV) as on Balance sheet date.

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 and liabilities which are valued at amortised cost for which fair value are disclosed
Notes Carrying Fair Value
Amount (Level 3)
Financial assets
Security Deposits 7
As at 31.03.2024 99 93
As at 31.03.2023 117 114
Financial liabilities
Lease Liabilities 17
As at 31.03.2024 471 471
As at 31.03.2023 735 735

The carrying amounts of Trade Receivables, Cash and Cash Equivalents (Balances with Bank), Bank Balances
other than Cash and Cash Equivalents, Accrued Interest Receivables, Advance recoverable in cash, 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.

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.

215
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

39 Financial Risk Management (Contd.)

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 behaviors.
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 funds.

(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:
Description of Category As At 31.03.2024 As At 31.03.2023
Gross Trade ECL Gross Trade ECL
Receivable Receivable
No Risk There is no risk of defaults 906 - 486 -
Negligible Risk The risk of defaults is 5,512 5 7,055 6
negligible
Low Risk The probability of defaults 2,075 14 1,718 9
is low
Moderate Risk The probability of defaults is 1,170 43 531 19
moderate
Doubtful Assets There is no reasonable 394 394 352 352
expectation of recovery
Total 10,057 456 10,142 386

Following is the movement in Provision for ECL on Trade Receivables:

As At As At
31.03.2024 31.03.2023
Balance as at the beginning of the year 386 426
Add: Additional provision/ (reversal) (net) 102 50
Less: Provision utilised (32) (90)
Balance as at the end of the year 456 386

216
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

39 Financial Risk Management (Contd.)

Deposits
The Company provides ECL based on following provision matrix:
Description of Category As At 31.03.2024 As At 31.03.2023
Gross ECL Gross ECL
Deposits Deposits
No Risk There is no risk of defaults 99 - 117 -
Doubtful Assets There is no reasonable 2 2 2 2
expectation of recovery
Total 101 2 119 2

Following is the movement in Provision for Expected Credit Loss on Deposits:

As At As At
31.03.2024 31.03.2023
Balance as at the beginning of the year 2 2
Add: Additional provision/ (reversal) (net) - -
Less: Provision utilised -* -
Balance as at the end of the year 2 2

(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 2,867
as on March 31, 2024.

217
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

39 Financial Risk Management (Contd.)

The payment obligations from financial instruments are explained below:
The table below analyse the Company’s financial liabilities into relevant maturity groupings based on their
contractual maturities for all financial liabilities essential for an understanding of timing of cash flows.
Contractual maturities of Financial Liabilities
As At 31.03.2024 As At 31.03.2023
Less than 3 to 12 Total Less than 3 to 12 Total
3 Months Months 3 Months Months
Trade Payables 5,903 148 6,051 8,594 138 8,732
Other Financial Liabilities 486 - 486 444 - 444
(excluding lease liabilities)
6,389 148 6,537 9,038 138 9,176
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 on an undiscounted
basis:
As At As At
31.03.2024 31.03.2023
Less than one year 316 611
One to five years 229 353
More than five years 2 7
547 971

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 hedged 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.

218
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

40 Capital Management
a) Risk management
In the context of Capital Management of the Company, Capital includes issued capital, all other equity reserves
attributable to the equity shareholders of the company and debts. 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 benefit for other stakeholders. Further its objective is to maintain an optimal
capital structure to reduce the cost of capital. There has not been any change in this from the previous period.

(b) Dividends
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
(i) Equity Shares
Final Dividend
Dividend approved for the year ended March 31, 2023 of `30.00 1,348 1,124
(March 31, 2022 `25.00) per fully paid equity share
Interim Dividend
Interim Dividend declared during the year ended March 31, 2024 of 4,719 4,494
`105.00 (March 31, 2023 `100.00) per fully paid equity share

As At As At
31.03.2024 31.03.2023
(ii) Dividends not recognised at the end of the reporting period
Since year end, the Directors of the Company have recommended a 1,573 1,348
payment of final dividend of `35.00 per fully paid equity share (March
31, 2023 `30.00)

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, 2024.

Geographical Information
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
a) Revenue from external customers
(i) attributed to the Company's country of domicile, India 48,184 48,521
(ii) attributed to all foreign countries
- Germany 1,804 1,483
- Bangladesh 551 873
- Others 493 520
51,032 51,397

219
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

41 Segment Reporting (Contd.)

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.
c) Non-current assets (excluding Deferred/ Current Tax and Financial Assets)
As At As At
31.03.2024 31.03.2023
(i) located in the Company's country of domicile, India 5,644 6,000
(ii) located in all foreign countries - -
5,644 6,000

42 Related Party Transactions

Sr. Name of the related party Country of % Equity interest
No. incorporation As at As at
31.03.2024 31.03.2023
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 Limited, Bangladesh
Bayer CropScience LP, U.S.A.
Bayer CropScience Schweiz AG, Switzerland
Bayer Direct Services GmbH, Germany
Bayer Pharmaceuticals Private Limited, India
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
Bayer Research and Development Services LLC, U.S.A.
Bayer Vietnam Ltd., Vietnam
Monsanto Company, U.S.A.
Bayer Science And Innovation Private Limited, India (formerly known as Monsanto Holdings Private Limited)
Bayer Investments India Private Limited, India (formerly known as Monsanto Investments India Private Limited)
Monsanto (Malaysia) SDN. BHD., Malaysia
Monsanto Technology LLC, U.S.A.
**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.

220
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

42 Related Party Transactions (Contd.)

iii) Joint Venture of fellow Subsidiary:
Mahyco Monsanto Biotech (I) Private Limited, India

A. The transactions with related parties:

Parties referred to in Parties referred to in Parties referred to in
(i) above (ii) above (iii) above
01.04.2023 to 01.04.2022 to 01.04.2023 to 01.04.2022 to 01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023 31.03.2024 31.03.2023 31.03.2024 31.03.2023
Sale of goods
Bayer AG 893 736 - - - -
Bayer CropScience Limited, - - 469 820 - -
Bangladesh
Bayer CropScience Schweiz AG - - 126 173 - -
Others - - 25 22 - -
Recoveries made
Bayer AG 927 754 - - - -
Bayer Vapi Private Limited - - 305 330 - -
Bayer (South East Asia) Pte Ltd. - - 290 269 - -
Others - - 482 481 32 30
Rental Income
Bayer Science And Innovation - - 40 38 - -
Private Limited
Bayer Zydus Pharma Private - - 22 21 - -
Limited
Bayer Pharmaceuticals Private - - 22 17 - -
Limited
Others - - 4 1 - -
Purchase of Goods
Bayer AG 13,176 16,520 - - - -
Bayer BioScience Private - - 2,714 2,664 - -
Limited#
Bayer CropScience LP - - 2,513 1,759 - -
Others - - 636 542 - -
Professional/ Support Charges
incurred
Bayer AG 845 741 - - - -
Bayer Science And Innovation - - 112 6 - -
Private Limited
Others - - 81 139 - -

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.

221
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

42 Related Party Transactions (Contd.)

Parties referred to in Parties referred to in Parties referred to in
(i) above (ii) above (iii) above
01.04.2023 to 01.04.2022 to 01.04.2023 to 01.04.2022 to 01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023 31.03.2024 31.03.2023 31.03.2024 31.03.2023
Rent Expense
Bayer Pharmaceuticals Private - - 14 14 - -
Limited
Others - - -* 1 - -
Payment of Lease Liabilities
Bayer Vapi Private Limited - - 2 2 - -
Royalty Expense
Monsanto Technology LLC - - 154 134 - -
Bayer CropScience AG - - 17 11 - -
Dividend paid
Bayer AG 511 474 - - - -
Bayer CropScience AG - - 723 669 - -
Bayer Vapi Private Limited - - 1,085 1,005 - -
Bayer S.A.S. - - 894 827 - -
Bayer Investments India - - 912 845 - -
Private Limited
Others - - 209 193 - -
Purchase of License of Duty
Credit Scrips
Bayer Vapi Private Limited - - - 50 - -
Bayer BioScience Private - - - 26
Limited
Bayer Science And Innovation - - - 19 - -
Private Limited
Purchase of Fixed Assets
(including Capital work-in-
progress)
Bayer AG 6 - - - - -
Bayer Vietnam Ltd. - - 11 3 - -
Bayer Research and - - 2 2 - -
Development Services LLC
Others - - - - - -
Recoupment of losses towards
overdue trade receivables
[Refer Note 12(a)]
Bayer BioScience Private - - 21 51 - -
Limited

222
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

42 Related Party Transactions (Contd.)

Parties referred to in Parties referred to in Parties referred to in
(i) above (ii) above (iii) above
01.04.2023 to 01.04.2022 to 01.04.2023 to 01.04.2022 to 01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023 31.03.2024 31.03.2023 31.03.2024 31.03.2023
Repayment against recoupment
of losses towards overdue
trade receivables [Refer Note
12(a)]
Bayer BioScience Private - - 5 3 - -
Limited
Employee related liability
paid/ payable on transfer of
employees
Bayer BioScience Private - - 15 4 - -
Limited
Bayer Vapi Private Limited - - -* 5 - -
Bayer Science And Innovation - - 14 18 - -
Private Limited
Others - - 2 3 - -
Employee related liability taken
over on transfer of employees
Bayer BioScience Private - - 6 15 - -
Limited
Bayer Science And Innovation - - 12 11 - -
Private Limited
Others - - 1 3 - -

B. Outstanding balances of related parties:

As At As At
31.03.2024 31.03.2023
Party referred to in (i) above
Outstanding Receivables 401 90
Outstanding Payables 2,600 4,184

Parties referred to in (ii) above

Outstanding Receivables
Bayer CropScience Limited, Bangladesh 78 31
Bayer (South East Asia) Pte Ltd. 75 98
Others 56 42

223
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

42 Related Party Transactions (Contd.)

As At As At
31.03.2024 31.03.2023
Outstanding Payables
Bayer BioScience Private Limited 383 365
Bayer CropScience LP 445 881
Others 263 207
Party referred to in (iii) above
Outstanding Receivables 3 5

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:
01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Contributions during the year
Bayer CropScience Limited Employees Group Gratuity-cum-Life 80 55
Assurance Scheme
Bayer CropScience Limited Managerial Employees Superannuation 14 18
Scheme

v) Key management personnel:

Name Designation
Mr. Pankaj Patel Chairman & Non-executive Independent Director
Mr. Duraiswami Narain Vice Chairman & Managing Director and CEO (upto October 31,
2023)
Mr. Simon Thorsten Wiebusch Whole-time Director (upto October 31, 2023)
Vice Chairman & Managing Director and CEO (from November 01,
2023)
Mr. Simon Johannes Britsch Executive Director & CFO
Dr. Thomas Hoffmann Non-executive Non-independent Director
Mr. Brian Naber Non-executive Non-independent Director (upto February 01, 2024)
Dr. Miriam Holstein Non-executive Non-independent Director (from February 01, 2024)
Ms. Ketaki Bhagwati Non-executive Independent Director
Mr. Sekhar Natarajan Non-executive Independent Director
Dr. Harsh Kumar Bhanwala Non-executive Independent Director (upto February 01, 2024)
Mr. Nikunjkumar Savaliya Company Secretary & Compliance Officer

224
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

42 Related Party Transactions (Contd.)

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Remuneration to key management personnel
Short term employee benefits expense 235 358
Post employment benefits expense 31 17
Other long-term employee benefits (reversal)/ expense (Net) (56) 25
210 400
Directors' Sitting Fees ##
3 3
Commission to Non-executive Directors## 6 6
##
Included in Note 31 Other 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, 2024 and March 31, 2023.

43 Earnings 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.

01.04.2023 to 01.04.2022 to
31.03.2024 31.03.2023
Profit for the year 7,405 7,582
Weighted average number of equity shares outstanding at year end 44,942,092 44,942,092
Nominal Value Per Equity Share (`) 10 10
Earnings Per Share (net of tax) (Basic and Diluted) (`) 164.77 168.71

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, vehicles 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 payments
are provided in Note 39 - Financial Risk Management. Cash outflows related to lease activities for the current year
amounted to 418 (Previous Year 409).

225
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

44 Lease (Contd.)
The Company has recognised 345 (Previous Year 395) towards amortisation, 35 (Previous Year 45) towards
Interest expense for the unwinding of discount on lease liabilities and 136 (Previous Year 120) towards expenses
for short-term leases in the Statement of Profit and Loss.

Movement in lease liabilities

As At As At
31.03.2024 31.03.2023
Lease Liabilities at the beginning of the year 735 864
Add: Interest on Lease Liabilities 35 45
Add: Additions in Lease Liabilities during the year 217 244
Less: Repayment of Lease Liabilities 418 409
Less: Others (including terminations) 98 9
Lease Liabilities at the end of the year 471 735

45 Ratio Analysis
Particulars Numerator Denominator As At As At % Variation Remarks
31.03.2024 31.03.2023
Current ratio (times) Current Asset Current Liability 2.4 2.2 12%
Debt equity ratio Debt Shareholders' N.A. N.A. -
(times) equity
Debt service coverage Earning Total Debt 16.5 18.9 -13%
ratio (times) available for service (ii)
debt service (i)
Return on equity ratio Profit after tax Average 26.6% 29.0% -8%
(%) Shareholders'
equity
Inventory turnover Cost of Goods Average 1.7 1.7 -
ratio (times) Sold Inventories
Trade receivables Revenue from Average Trade 5.3 5.2 2%
turnover ratio (times) Operations receivables
Trade payables Total Average Trade 3.6 3.7 -3%
turnover ratio (times) purchases payables
Net Capital turnover Revenue from Working 2.2 2.5 -12%
ratio (times) Operations Capital
Net profit ratio (%) Profit after tax Revenue from 14.5% 14.8% -2%
Operations
Return on Capital Earnings Capital 33.1% 32.6% 2%
employed (%) Before employed (iii)
Interest and
Tax

226
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Notes to the Financial Statements

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

45 Ratio Analysis (Contd.)

Particulars Numerator Denominator As At As At % Variation Remarks
31.03.2024 31.03.2023
Return on Investment Income during Average 6.6% 5.3% 25% Increase in
(Mutual Fund - the year Investment interest rate
Overnight Fund) (%) leading to better
returns.
Return on Investment Income during Average 6.5% 5.0% 30% Increase in
(Fixed Deposit) (%) the year Investment interest rate
leading to better
returns.
Return on investment Income during Average 9.1% 5.7% 60% Increase in
(Mutual Fund - the year Investment interest rate
Arbitrage Fund) (%) leading to better
returns.
(i) Earnings available for debt service = Net profit after tax and exceptional item (net of tax) + Non cash operating
expense - Non cash income

(ii) Total debt service = Repayment of Lease Liabilities

(iii) Capital Employed = Shareholders’ Equity

46 Exceptional item:
Exceptional item for the previous year amounting to 1,038 represents profit on sale of its Environmental Science
Business (Divested Products) which offers solutions to control pests, diseases, and weeds in non-agricultural
areas to ‘2022 ES Discovery India Private Limited’ (‘ESDIPL’) on a slump sale basis effective October 1, 2022
pursuant to the approval accorded by the Board at its meeting held on September 28, 2022. Pending transfer of
product and import registrations in its favour, ‘ESDIPL’ had entered into an interim arrangement to procure the
Divested Products from the Company for further sale/ distribution. The registration authority has approved transfer
of product and import registrations in favour of ‘ESDIPL’ vide its letter dated October 10, 2023.

Details of Purchase Consideration and carrying amount of assets and liabilities related to the Business
sold during the previous year as per Business Purchase Agreement (BPA) as on the effective date:
Purchase Consideration 1,111
Less: Incidental expenses 4
Net purchase consideration 1,107
Less: Carrying amount of assets and liabilities
Inventories 113
Fixed Assets 38
Other Assets -*
Discount/ Return Liabilities (63)
Provision for Employee Benefits (19) 69
Profit on Sale of Business 1,038

227
 Bayer CropScience Limited Annual Report 2023-24

Notes to the Financial Statements for the year ended March 31, 2024 (Contd.)
(All amounts in ` Millions, unless otherwise stated)

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 In terms of the MCA notification dated August 05, 2022, the Central Government has notified the Companies
(Accounts) Fourth Amendment Rules, 2022, the Company is in the process of complying with the requirement
of maintenance of back-up of its books of account maintained in electronic mode on server(s) physically
located in India on a daily basis. The books of account of the Company are maintained in electronic mode
and these are readily accessible in India at all times. Currently, the Company is maintaining back-up of books
of account on server physically located in India on a periodic basis.

49 It represents impairment of Glyphosate based products manufacturing plant (an item of Property, plant and
equipment including Capital work-in-progress and Intangible Assets). The recoverable value of these assets is
lower than its carrying value due to significant change in market dynamics impacting margins, which resulted
in the impairment loss.

50 The financial statements are approved for issue by the Company’s Board of Directors on May 23, 2024.

Signature to notes 1 to 50

For and on behalf of the Board of Directors of

Bayer CropScience Limited
CIN: L24210MH1958PLC011173

Sekhar Natarajan Simon Thorsten Wiebusch Simon Johannes Britsch Nikunjkumar Savaliya
Non-Executive Vice Chairman & Managing Executive Director Company Secretary &
Independent Director Director and CEO & CFO Compliance Officer
DIN 01031445 DIN 08335591 DIN 09194547

Place: Thane Place: Thane Place: Thane Place: Thane

Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024

228
 CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

FACTS
2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24
` in Millions
Revenue from 37,233 28,894 29,484 27,490 31,673 36,094 42,613 47,344 51,397 51,032
Operations (Net)
Profit Before Tax 5,735 4,816 4,479 4,038 4,800 5,831 7,945 8,468 9,901 9,414
Net Cash from Operating 2,004 2,065 1,573 1,214 4,328 6,659 6,867 2,155 6,093 9,516
Activities
Dividend (including interim 769 601 601 618 618 1,124 5,169 6,742 5,842 6,292
dividend) for the year
Dividend % 210% 170% 170% 180% 180% 250% 1150% 1500% 1300% 1400%
Share Capital 366 354 354 343 449 449 449 449 449 449
Reserves and Surplus 19,963 18,040 20,213 17,440 21,945 25,276 25,054 24,794 26,672 28,045
Borrowings - - - - - 15 - - - -
Gross Block 4,346 3,628 4,166 4,517 6,280 7,237 7,584 8,412 9,031 9,090
Net Block 3,224 3,384 3,661 3,705 4,874 5,244 5,010 5,658 5,716 5,331
Net Current Assets 16,917 14,995 16,911 14,142 15,876 18,750 19,733 19,162 21,189 23,081
Employee Benefits 2,269 2,207 2,451 2,639 3,642 3,616 3,622 4,631 5,343 4,354
Expense

Number of Employees 1,043 1,057 1,126 1,148 1,389 1,230 1,254 1,318 1,314 1,317
(`)
Earnings Per Share 104.59 87.34 82.31 86.16 78.46 105.58 109.72 143.58 168.71 164.77
(on the basis of profits
after tax)
Book Value per Share 555.15 520.28 581.74 517.95 521.21 572.40 567.46 561.70 603.47 634.02
Share Price at Stock
Exchange
- High 3,819.90 4,234.00 4,627.00 5,050.00 4,747.45 4,505.65 6,368.75 6,090.90 5,476.45 6,116.40
- Low 1,384.55 3,115.00 3,620.00 3,739.05 3,755.55 2,991.30 3,195.05 4,290.30 3,962.80 4,064.95

Number of Shareholders 20,647 20,412 22,176 45,744 45,369 58,971 67,591 62,093 59,218 47,337

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 the year 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.

229
Performance Highlights
Revenue from Operations (` in Million) Profit for the Year (Net of Tax) (` in Million)

2023-24 51,032 2023-24 7,405

2022-23 51,397 2022-23 7,582

2021-22 47,344 2021-22 6,453

2020-21 42,613 2020-21 4,931

2019-20 36,094 2019-20 4,745

Distribution of Income 2023-24 [` in Million (%)] Cash Flow (` in Million)

7,405

14%
2,009

Change in Cash and Cash Equivalents

2023-24 2,957
1,091 4% -6,563 4 9,516
2% 2022-23
833 6,093 794
-6,132

15% 56% 2,155

7,867 29,116 2021-22 -4,236
-7,033 642

9% 1,376
2020-21
-5,558 67 6,867
4,354
2019-20 -1,483 4,887
-289 6,659
Material cost Depreciation and Amortisation
Utilisation of Funds Sources of Funds
Expense, Impairment and Finance
Employee Benefits Expense
Cost
Other Expenses Tax Expense
Financing Activities Investing Activities Operating Activities
Profit After Tax

Earnings and Dividend Per Share (`) Return on Capital Employed (%)

165 33%
2023-24 2023-24
140

169 33%
2022-23 2022-23
130

144
2021-22 2021-22 32%
150

110
2020-21 115 2020-21 31%

106
2019-20 25 2019-20 28%

Earnings Per Share Dividend for the Year Return on Capital Employed
[EBIT/ Capital Employed]
REGISTERED OFFICE
Bayer CropScience Limited
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