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EQUITY - MARKET SCREENER

Bayer CropScience Ltd
Industry :  Pesticides / Agrochemicals - Multinational
BSE Code
ISIN Demat
Book Value()
506285
INE462A01022
561.687714
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BAYERCROP
37.99
22820.92
EPS(TTM)
Face Value()
Div & Yield %
133.67
10
0.49
 

As on: May 28, 2022 09:41 AM

Dear Members,

The Board of Directors are pleased to present the Company's 63rd Annual Report on business and operations, together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended

March 31, 2021.

Financial Performance:

( Rs in Million)
Particulars 2020-21 2019-20
Revenue from Operations 42,613 36,094
Other Income 638 660
Total Income 43,251 36,754
Profit before Finance Costs, Depreciation and Taxation 8,755 7,924
(Less) : Finance Costs (126) (138)
(Less) : Depreciation and Amortisation Expense (735) (653)
Profit Before Tax and Exceptional Item 7,894 7,133
(Less) : Exceptional Items# (51) (1,302)
Profit Before Tax 7,945 5,831
(Less) : Tax Expense (3,014) (1,086)
Profit for the year 4,931 4,745
(Less) : Other Comprehensive Income (16) (182)
Total Comprehensive Income for the year 4,947 4,563
Add : Retained Earnings at the beginning of the year 21,898 18,897
Amount available for Appropriation 26,845 23,460
Appropriations:
Dividend declared 1,124 1,016
Dividend Distribution Tax - 216
Transfer to General Reserve 456 330
Interim Dividend 4,045 -

# Exceptional items consist of i) Expense in relation to/ (reversal of provision for) separation of employees arising from restructuring measures due to amalgamation of Monsanto India Limited with Bayer CropScience Limited and Bayer 2022 global efficiency programme.

Dividend

In line with the Dividend Distribution Policy, the Board of Directors have recommended Final Dividend of Rs 25 per Equity Share of Rs 10 each amounting to Rs 1,124 million for the financial year ended March 31, 2021. The Final Dividend is subject to approval of the members at the ensuing Annual General Meeting of the Company. Further, an Interim Dividend of Rs 90 per Equity Share of Rs 10 each amounting to Rs 4,045 million as recommended by the Board of Directors was paid on July 10, 2020.

The total Dividend for the financial year 2020-21, including the proposed Final Dividend, amounts to Rs 115 per Equity Share.

The Register of Members will remain closed from Thursday, July 29, 2021 till Thursday, August 05, 2021 (both days inclusive).

Insurance

The Company's assets continue to be adequately insured against various risks like fire, riot, earthquake, terrorism and the risk of loss of profits arising due to these insurable risks also stands insured, amongst other things. In addition, adequate coverage has been availed to cover public liability, environmental liability and product liability claims. The Company has also taken Directors and Officers liability insurance policy.

Stocks are insured whilst in transit and/or stored in the warehouses. In addition, all the employees are covered against the risk of loss of life, hospitalisation and personal accident.

Foreign Exchange Management

The Company's exposure to foreign exchange risk comprises the risk of fluctuations of a foreign currency versus the local currency. The goal is to reduce the negative impact on the earnings arising from fluctuations in the exchange rates.

In this endeavour, majority of the forex transactions with group companies are invoiced in rupee terms effective from January 2018, thereby insulating the Company's books from forex volatility. To mitigate the currency fluctuations for the balance non-group US dollar-denominated transactions, the net exposure of the Company, if required, is hedged, after taking advantage of the natural hedge, on fortnightly basis.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, ("the Act") the Board of Directors, to the best of their knowledge and belief, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. appropriate accounting policies have been selected and applied consistently and such judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at March 31, 2021 and of the profit of the Company for the financial year ended

March 31, 2021;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. internal financial controls to be followed by the

Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

6. proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems were adequate and operating effectively.

COVID-19 Update

The world at large, including India, is still grappling with the COVID-19 pandemic and BCSL, as a responsible corporate citizen, is doing its bit in curtailing the spread of the deadly virus by ensuring that all its sites and locations, across India, strictly adhere to the COVID-19 safety protocols. With the objective to enhance the health and well-being of BCSL's most valuable resource i.e. employees, the Company has undertaken various initiatives and conducted several virtual sessions, aimed at increasing the awareness towards the safety precautions as well as building behavioural changes, so that our employees act as safety ambassadors for their immediate family and society at large.

Over the period under review, BCSL has adopted various measures to serve the basic needs of people and help them fight against the COVID-19 pandemic around the globe. The Company catered to production and supply of agri-inputs including seeds, crop-protection and advisory, and provided immediate assistance for smallholder farmers across India through its ‘Better Farms, Better Lives' initiative. Other than this, its CSE initiatives in India focussed on protecting health by distributing masks, PPE kits and other medical supplies to frontline healthcare workers, doctors, farmers and local communities. The Company also partnered with the Government of Maharashtra and provided it with financial aid for the development of a digital tool for assessment and overall management of the pandemic.

During the year, the Company received an award from Grant Thornton Bharat SABERA 2020, under the category ‘Responsible Business of the Year'. The award acknowledges BCSL's commitment towards sustainable development, being inclusive, ethical, transparent, and effectively engaging with stakeholders in the Company's CSE efforts to fight

COVID-19.

Health, Safety & Environment

BCSL cares for the environment and the safety, health and well-being of people, whether they are employees, contractors, visitors or neighbours around its sites. The Company aims to enable safe and healthy workplaces and to protect people and environment, at the same time, ensuring responsible use of resources to support sustainable corporate growth. At the core of BCSL's Health, Safety & Environment

(HSE) programmes is ‘Hazard Identification and

Risk Assessment', which is conducted for all kinds of routine and non-routine manufacturing activities with an objective to eliminate or mitigate all occupational safety and process risks. Adequate controls are then implemented and monitoring mechanisms are put in place for effective control of risks.

The Company's major sites are certified by various HSE Management Systems as follows:

ISO 14001:2015 Environmental Management

System: Himatnagar active ingredient formulation, filling & packing (FFP) site; Silvassa FFP site and Shamirpet (Hyderabad) corn seeds processing site

OHSAS 18001:2007 Occupational Health & Safety Management System: Silvassa glyphosate herbicide formulation site and Shamirpet corn seeds processing site

ISO 45001:2018 Occupational Health and Safety Management System: Bengaluru R&D breeding site

By implementing these management systems, BCSL's sites foster a culture of continual improvement using the PDCA model (Plan-Do-Check-Act), in collaboration with internal and external stakeholders.

Led by the objective to create awareness amongst employees and to engage them with BCSL's HSE programmes, the World Environment Day, National Safety Week, Road Safety Week and Bayer Safety Day are celebrated across the Company. In addition, BCSL imparts all the required onsite training and defensive driver training to ensure employee safety, when at sites and on the road. The Company also ensures safe operations in its value chain by periodically reviewing its warehouses, suppliers and contract manufacturers.

Corporate Societal Engagement

At BCSL, science and innovation are at the heart of every process and endeavour. With a history of more than a century in India and core competencies in the areas of healthcare and agriculture, the Company provides solutions to some of the world's most pressing challenges. Its corporate charitable giving to partners helps drive positive societal change supporting BCSL's purpose "Science for a better life" and fuelling its vision "Health for all, Hunger for none", particularly contributing towards its global ambitious sustainability goals, which are aligned with the United Nations

Sustainable Development Goals, such as combating hunger and providing health care; empowering women; redoubling efforts to reduce greenhouse gases; and tackling the impacts of climate change.

The programmes under BCSL's Corporate Societal Engagement (CSE) function are aligned with its global objectives and adopt a long-term, well planned, multi-stakeholder participatory approach which results in creating a measurable impact on targeted communities.

Business Responsibility Reporting

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalisation, shall include a Business Responsibility Report (BRR). A separate section on Business Responsibility forms part of this Annual Report.

Human Resources

BCSL follows a people-centric philosophy, with its employees at the core of its business and growth strategy, facilitating them with adequate opportunities for knowledge enhancement and skill development. Led by the Company's core values of "LIFE" (Leadership, Integrity, Flexibility and Efficiency), theCompany continually strives to provide fair treatment at workplace, a transparent and equitable compensation system, flexible work timings, coupled with a positive work environment which encourages the employees to unleash their potential, deliver best performance and enhances their health and well-being.

The Company's Human Resource Policy is centred around the progressive growth of its employees through active engagement, professional trainings and an open environment for performance assessment and feedbacks. This, in alignment with Group's global human resources strategy, strengthens the Company in its objective of providing secure employment & stable incomes, thereby encouraging social cohesion, which enables it to retain the best employees in the Company.

Measuring Employee Satisfaction:

To map the employee satisfaction levels, BCSL has in place a system of institutionalised feedback discussions and Employee Surveys, which enables it to monitor the effectiveness of its initiatives and accordingly improvise. To capture the sentiments of the employees during the integration phase, the Company conducted quarterly pulse surveys in the third quarter of the financial year which showed engagement of 84%.

Fostering Growth:

At the heart of the Company's HR Policy is its focus on attracting, developing, and retaining the best managers and employees, and providing them with wide-ranging career opportunities. To strengthen the Talent Attraction efforts of the Company, it has now implemented a technology platform which provides a state-of-the-art experience to the talents, while they apply for positions in BCSL. Cognisant of the significant role played by Artificial Intelligence in the Talent

Attraction efforts, the Company has also invested in an Artificial Intelligence platform which enables it to proactively reach out to candidates who can be looked at for the current as well as future career opportunities within the Company.

In today's age and in the new normal, growth will be characterised by learning. Fully aware of this, BCSL has launched a portal which brings a variety of learning tools at the fingertips of employees and allows them to decide on a topic and learn more about it through concepts, video, 2-minute read etc. The Company, this year, also launched a global mentoring tool, where employees can nominate themselves as mentors and mentees and build their perspectives by leveraging the strength of this global multi-cultural network.

In a constant endeavour to build on people's capabilities, two blended learning programmes, ACE and STEP UP, were also launched for the commercial teams. Virtual master classes were organised for these programmes, providing bit-sized learning content through an application, to ensure that the sales team remains engaged in the leaning process throughout the duration of the course, with the flexibility to learn anytime, at any place.

Equal Opportunities:

The Company nurtures its internal talent, providing them with equal opportunities to growth, through a transparent and globally accessible platform of advertising job roles, right up to the Management level. The platform lists down the available job roles across domestic and international locations, facilitating the employees to undertake international assignments and enjoy greater exposure. The Company continues to focus on women talent and has hired almost 28% women amongst the new hires.

Attractive Working Conditions:

BCSL has a well-crafted compensation policy, based on continuous benchmarking and evaluation, and voluntarily pays employees on permanent employment contracts more than the statutory minimum wage. The compensation concept also includes variable one-time payments. Flexible working hours, option to work from home, and support in childcare beyond the statutory requirement combine to provide a healthy work-life balance to employees. To promote good health and ensure safe working conditions, the Company has, since the last 2 years, been following a global framework concept to promote employee health and quality of life (BeWell@Bayer). It also strives to provide its employees with access to affordable health offerings, such as regular medical check-ups, sports programmes, and on-site medical care. An "Employee

Assistance Program", a fully confidential support system for requirements in the areas of psychological, marital, financial,and legal advice in personal matters, further helps nurture the well-being of the employees.

In the last year, the Company paid special attention to welfare during the pandemic and various measures were undertaken to support employees. Measures like enhanced insurance cover, Resilience workshops for Mental Health, delivering masks at employee's residences, celebrating Bayer COVID-19 Heroes, COVID-19 pulse surveys, infrastructure assistance for work from home, frequent leadership connect etc. were based on providing care with empathy and were widely appreciated by the employees.

Awards & Recognition:

The Company has been recognised, for the fourth time in row, as Best Employer by Kincentric, based on a study backed with engagement research of multiple organisations. The study methodology involved a long rigorous process, vetted by a panel of external, independent jury members, representing eminent business leaders and academicians. The Company has also once again featured in the 100 Best Companies for Women in India. The Employers Federation of India also recognised the Company by conferring the National Award for Excellence in Employee Relations. Internally, the Company received the Crop Science Global Inclusion and Diversity Award for its ‘Gender Smart Agriculture'.

Proposed Divestment of Environmental Science Business

As a part of a global organisational transformational strategy, Bayer AG plans to globally divest its Environmental Science Professional business. With this planned divestment, the CropScience division will be able to sharpen its focus on its core agricultural business, accelerate its strategy implementation and allow Environmental Science Business to find the growth resources it needs under new ownership.

Bayer AG will seek an acquirer who shares the Company's vision of creating an independent, sustainable, industry leader and who is committed to the long-term growth and success of Environmental Science. In this set-up, Environmental Science would be able to accelerate its innovation engine, bringing new chemistries, knowledge and stewardship, as well as digital and data-enabled solutions to our customers.

The announcement will not have any immediate impact on our business continuity globally, including in India and South Asia. Business continuity for the Environmental Science business and commitment to our customers and stakeholders remains our key priority. Bayer AG will work hard to identify an acquirer who will provide long-term growth opportunities for our business, employees and shares our commitment to building strong, lasting relationships with our stakeholders.

Update on Tax Litigation - VSV

In respect of certain past years, with a view to give certainty and effectively close long-pending disputes and litigations under the Income Tax Act, 1961, the

Company had filed an application under The Direct

Tax Vivad Se Vishwas Act, 2020 ("VSV Act") and related rules. Consequent to the tax authority's order under VSV Act in December 2020, the Board at its Meeting held on February 11, 2021 decided to accept the order passed under the VSV Act and recognised an additional tax expense of Rs 1,272 million (net) for the quarter and nine months ended December 31, 2020.

Board of Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have made the following appointments/re-appointments during the year under review:

Dr. Sara Boettiger was appointed as an Additional Non-Executive Non-Independent Director with effect from February 12, 2021.

Dr. Harsh Kumar Bhanwala was appointed as an

Additional Non-Executive Independent Director with effect from February 12, 2021.

Mr. Pankaj Patel was re-appointed as a Non-Executive Independent Director for a second term of five consecutive years.

The said appointments shall be subject to approval of the shareholders at the forthcoming Annual General Meeting of the Company.

In accordance with the provisions of Section 161 of the Act, Dr. Boettiger and Dr. Bhanwala shall hold office up to the date of the forthcoming Annual

General Meeting of the Company and being eligible, offer their candidature for appointment as Director of the Company.

Mr. Pankaj Patel's first term of appointment as a Non-Executive Independent Director concludes on September 11, 2021 and is eligible for re-appointment for another term of five consecutive years subject to approval of the Members by Special Resolution. BCSL has sought the approval of all shareholders for Dr. Boettiger's appointment as Non-Executive Non-Independent Director, Dr. Bhanwala's appointment as Non-Executive

Independent Director for a term of five consecutive years and Mr. Pankaj Patel's re-appointment as Non-Executive Independent Director for a second term of five consecutive years.

At the forthcoming 63rd Annual General Meeting (AGM) of the Company and in accordance with the applicable provisions of the Act, Dr. Thomas Hoffmann, Non-Executive Non-Independent Director retires by rotation and being eligible offers his candidature for re-appointment as Director of the Company.

The Independent Directors hold office for a fixed term of five (5) years and are not liable to retire by rotation.

In accordance with the provisions of Section 149(7) of the Act, Mr. Pankaj Patel, Ms. Ketaki Bhagwati, Mr. Sekhar Natarajan and Dr. Harsh Kumar Bhanwala, the Independent Directors of the Company as on March 31, 2021 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2021 are Mr. Duraiswami Narain, Managing

Director & Chief Executive Officer, Mr. Rolf Hoffmann, Executive Director & Chief Financial Officer and Mr. Nikunjkumar Savaliya, Company Secretary.

Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governance and ensuring adherence to the Corporate Governance requirements, as set out by the Securities and Exchange Board of India (SEBI). As required by Regulation 24 of the SEBI Listing Regulations, a detailed Corporate Governance Report is annexed to this Report. The Company is in full compliance with the requirements and disclosures that must be made in this regard. A Certificate from Company Secretary in whole-time practice, confirming compliance of the Corporate Governance requirements by the Company, is annexed with the Corporate

Governance Report. A Certificate of Corporate Governance from the Chief Executive Officer and Chief Financial Officer of the Company, in terms of the SEBI Listing Regulations, inter alia confirming the correctness of the financial statements and cash flow statements, as well as adequacy of Internal Control Measures of the Company, also forms a part of the Corporate Governance Report.

Meetings of the Board

During the financial year 2020-21, six Board Meetings were convened and held. The details of the same are given in the Corporate Governance Report.

Audit Committee

During the financial year 2020-21, five Audit Committee Meetings were convened and held. The composition of the Audit Committee is given in the Corporate Governance Report. The Board accepted all the recommendations made by the Audit Committee.

Board Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board and Committee Evaluation was carried out during the year, wherein all the members of the Board evaluated the Board's as well as Committee's performance based on various parameters. The said parameters are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors based on criteria such as constructive inputs in meetings, preparedness on the issues discussed at the meetings, etc. The results of the evaluation were discussed at the Nomination and Remuneration Committee Meetings and were placed at the Board Meeting for the Chairman's review. The evaluation process primarily focussed on the criteria with respect to the overall functioning of the Board as well as the Committees, their composition, governance aspects, etc. The criteria applied in the Board evaluation process is explained in the Corporate Governance Report.

Consolidated Policy - Nomination and Remuneration, Board Diversity & Performance Evaluation

During the year under review, the Board reviewed the existing policy on Nomination & Remuneration and Performance Evaluation and adopted a Consolidated Policy for Nomination & Remuneration, Board Diversity and Performance Evaluation, thereby making the policy more comprehensive. The said Consolidated Policy lays down the criteria for each of the responsibilities of the Nomination and Remuneration Committee ("NRC"). The NRC shall be guided by the said Consolidated Policy while discharging its duties on behalf of the Company. The Consolidated Policy is framed in accordance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. The detailed Consolidated Policy is available on the Company's website at www.bayer.in.

Whistle Blower Policy (Vigil Mechanism)

As a responsible and transparent corporate citizen, BCSL has adopted a Whistle Blower Policy, as part of its vigil mechanism to provide appropriate avenues to the employees, as well as any third party, to bring to the attention of the Management, any issue that is perceived to be in violation of, or in conflict with, the

Code of Conduct, values, principles and beliefs of the Company. Good Corporate Governance entails that the interest of the employees, shareholders and the society in general, is protected at all times. The well-established vigil mechanism at BCSL provides all employees the opportunity to report, without fear, their concerns about any unethical conduct, financial malpractices or any unhealthy practice that may be prevalent in the Company. The employees are encouraged to voice their concerns or issues by way of whistle blowing, and the Company provides them with access to the Audit Committee. The Company has also provided hotline number(s) and dedicated weblink www.convercent.com/report for reporting such concerns. The Corporate Compliance Team addresses the whistle blower complaints and presents the status of such complaints at the Audit Committee meetings held on a quarterly basis.

The details of the Whistle Blower Policy are explained in the Corporate Governance Report, and also posted on the Company's website at www.bayer.in.

Code of Conduct

The Company has in place a Code of Conduct ("Code") which is applicable to the members of the Board and Senior Management of Company. The Code lays down the standard of conduct expected to be followed by the Directors and Senior Management in their business dealings, and on matters relating to integrity in the workplace, dealings with stakeholders, and in business practices. This Code is intended to provide guidance to the Board of Directors and Senior Management of the Company to manage the affairs of the Company in an ethical manner and is formulated in accordance with the requirements of Companies Act, 2013 and SEBI Listing Regulations. During the year under review, the Board has reviewed and updated the Code for Board and Senior Management during its meeting held on February 11, 2021.

All the Board Members and the Senior Management employees have confirmed compliance with the Code.

Risk Management Policy

A comprehensive Risk Management Policy, outlining the risk management framework of the Company, is in place, to provide guidance on identification and mitigation of the various risks that the Company may face in the conduct of its business.

The policy covers the following key aspects:

Overview of risk management;

Roles and responsibilities of the Board of Directors,

Audit Committee and other key managerial personnel of the Company with regards to risk management;

Structure for identification, escalation and minimisation of risks; and

Procedure for risk identification, escalation and minimisation of risks.

The details of the Risk Management Policy are given in the Corporate Governance Report.

Dividend Distribution Policy

The Company has formulated its Dividend Distribution Policy based on the parameters laid down by SEBI Listing Regulations. The same is enclosed in Annexure "G" to the Directors' Report, and the same is also available on the Company's website at www.bayer.in.

Corporate Social Responsibility Policy

A brief outline of the Corporate Social Responsibility ("CSR") Policy, and the initiatives undertaken by the Company on CSR activities during 2020-21, is set out in Annexure "A" to the Directors' Report. The CSR Policy is uploaded on the Company's website at www.bayer.in.

Internal Control Systems

The Company has implemented appropriate Internal Control Systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. The Audit Committee of the Board of Directors approves the internal audit plan and internal audits are conducted at regular intervals across various locations, in line with the approved internal audit plan. Audit observations and follow-up actions are deliberated with the management of the Company as well as the Audit Committee.

Internal Financial Controls

In line with the regulations laid down in the Companies Act, 2013, with respect to control and compliance requirements, the Company has established robust Internal Financial Controls across various processes prevalent in the organisation. These controls have been put in place at both, the entity and process levels, and are designed to ensure compliance to internal control requirements, as well as regulatory compliance. They also enable appropriate recording of financial and operational information. The Company has reviewed the effectiveness of its Internal Financial Controls by adopting a systematic approach, which enables it to effectively assess its design and operating effectiveness.

Information pursuant to Section 197(12) of the Companies Act, 2013

The information as prescribed under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out as Annexure "E" to the Directors' Report. However, as per the proviso to Rule 5, the Directors'

Report and the Financial Statements of the financial year ended March 31, 2021 of the Company are being sent to the members, excluding the statement giving particulars of employees under Section 197(12). Any member interested in obtaining a copy of such statement may write to the Company Secretary at the

Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo related matters is enclosed as Annexure "B" to the Directors' Report.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

During the financial year ended March 31, 2021, the Company did not give any loan, guarantee or provided security in connection with any loan to any group company.

Related Party Transactions

In accordance with the relevant provisions of the Companies Act, 2013 and rules framed thereunder, as well as Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction Policy. All the transactions entered with related parties during the year are in accordance with the Related Party Transaction Policy and are in the ordinary course of business & at arm's length. During the year under review, the Board reviewed the Related Party Transaction Policy as per the SEBI Listing Regulations and made relevant changes to bring it in line with the various amendments brought in during the last few years.

Information on transactions entered with the related parties pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as prescribed in Form AOC -2 for the financial year ended March 31, 2021, are given under Annexure "C" to the Directors' Report.

Prevention of Sexual Harassment at Workplace

The Company has a policy on Prevention of Sexual Harassment at Workplace to ensure a harassment-free workspace. Sexual harassment cases are dealt as per the Prevention of Sexual Harassment Policy and Internal Committees (IC) have been set up by the Company to redress such complaints. This Policy is applicable to all its employees (permanent, contractual, temporary and trainees).

During the financial year 2020-21, a Web Based

Training ("WBT") on Prevention of Sexual Harassment based on the local legislation of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 was extended to all employees (including IC members) of the Company. Further, a global WBT on the topic of sexual harassment and how to report non-compliance was also available for employees of the Company.

The following is a summary of sexual harassment complaints received and disposed off during financial year 2020-21:

Particulars Details
Number of complaints pending as at the beginning of the financial year Nil
Number of complaints filed during the financial year 1
Number of complaints disposed during the financial year 1
Number of complaints pending as at the end of the financial year Nil

Extract of Annual Return

The details forming part of the extract of the Annual

Return of the Company in Form MGT 9, for the financial year ended March 31, 2021, as per the provisions of Section 92 of the Act, is enclosed as Annexure "D" to the Directors' Report. The same is available on the Company's website at www.bayer.in.

Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to meetings of the Board and its Committees, which have mandatory application during the year under review.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditors reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Report.

Management Discussion & Analysis Report

A detailed review of operations, performance and future outlook of your Company is given separately under the head Management Discussion & Analysis Report.

Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of ‘Insecticides' are required to be audited. The Directors have, on the recommendation of the Audit Committee, appointed M/s. D.C. Dave & Co. to audit the cost accounts of the Company pertaining to ‘Insecticides' for the financial year ending March 31, 2022. As required under the provisions of the Act, the remuneration payable to the Cost Auditor is to be placed before the Members in the Annual General Meeting for ratification. Accordingly, a resolution for seeking members' ratification for the remuneration payable to M/s. D.C. Dave & Co. is included at Item No. 7 of the Notice convening the Annual General Meeting.

Statutory Auditors

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/W-100018), are the Statutory Auditors of the Company, pursuant to the provisions of Section 139 of the Companies Act, 2013, and as per their appointment at the 59th Annual General Meeting of the Company held on August 23, 2017, for a period of five years.

For the year ended March 31, 2021, the Company paid a consolidated sum of Rs 11 Million to the Statutory Auditors and all their entities.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. BNP & Associates, a firm of Company

Secretaries in Practice to undertake the Secretarial

Audit of the Company for the financial year ending

March 31, 2021. The Secretarial Audit Report for the financial year ended March 31, 2021 is enclosed as

Annexure "F" to this Directors' Report. The Secretarial

Audit Report does not contain any qualification, reservation or adverse remark. The Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India.

Acknowledgements

The Board of Directors wishes to thank the employees of the Company for their exemplary dedication and valued contribution, as well as their unwavering support. The Directors would like to express their grateful appreciation for the co-operation and assistance extended by all the valued stakeholders of the Company, viz. customers, government authorities, financial institutions, banks, shareholders, suppliers and other business associates. The Company also acknowledges the consistent support and guidance of its promoters.

For and on behalf of the Board of Directors
Pankaj Patel
Chairman
Ahmedabad, May 25, 2021 (DIN: 00131852)