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Notes to Accounts of Bayer Cropscience Ltd.

Mar 31, 2017

1. 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 were 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’.

iii) Interest-rate risk:

A decrease in prevailing market yield on Government 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.

The estimates if 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:

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 to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the Projected Unit Credit Method at the end of the reporting period) has been applied while calculating the defined benefit obligation recognized in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous years.

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

a) The disputed demands are for income tax, excise duty, customs duty, service tax, sales tax and value added tax.

b) It mainly includes demand for crop failure and vehicle accidental claims.

c) It represents demand raised by the Collector of Stamps, Thane for shortfall of stamp duty along with interest on the Deed of Conveyance for Bayer House located at Thane and demand towards before provident fund for the labour contractor.

The Company has entered into cancellable leasing arrangement for office, residential, guest house and warehouse premises. The lease rental of 142 (Previous Year 163) which are equivalent to minimum lease payments has been recognized under the head Other Expenses - ‘Rent’ under Note 28 to the Statement of Profit and Loss.

Further, the Company has recovered sub-lease rental of 8 (Previous Year 12) which has been recognized under the head Other Income - ‘Rent Income’ under Note 22 to the Statement of Profit and Loss.

The Company has given portion of building, other than classified as investment properties and certain other assets, on operating lease under cancellable lease arrangement during the year. The lease rental aggregating to 29 (Previous Year 29) has been recognized under the head Other Income - ‘Rent Income’ under Note 22 to the Statement of Profit and Loss.

2 EVENTS OCCURRING AFTER THE REPORTING PERIOD

Refer Note 37(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.

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:

a) recognized and measured at fair value and

b) measured at amortized 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.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices and the mutual funds are measured using the closing Net Asset Value (NAV).

Level 2: The fair value of financial instruments that are not traded in an active market (Foreign exchange forward contracts) is determined using valuation techniques which maximize 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.

The carrying amounts of trade receivables, cash and cash equivalents, bank balances, accrued interest receivables, advance recoverable in cash or kind, 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.

3 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 risk includes 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.

To manage credit risks from third party trade receivables, the credit managers from Order to Cash department of the Company regularly analyze customer’s receivables, overdue and payment behaviors. Some of these receivables are collateralized and the same is used according to conditions. These could include advance payments, security deposits, post-dated cheques etc. Credit limits for the third party 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 Finance department. For banks and financial institutions, the Company has policies and operating guidelines in place to ensure that financial instrument transactions are only entered into with high quality banks and financial institutions. The Company had no other financial instrument that represents a significant concentration of credit risk. The surplus funds are invested in bank deposits and mutual fund investments.

i) Expected Credit Loss (ECL) for Trade Receivables and Deposits:

The Company provides for expected credit loss 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 estimates.

Expected Credit Losses for deposits are measured considering 12-month’s expected credit loss.

Trade Receivables

The Company provides ECL based on following provision matrix:

The Company does not have high credit risk customer where the probability of default is high. Following is the movement in Provision for Expected Credit Loss on Trade Receivables:

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 recognized.

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 Finance department as a part of day to day and medium term liquidity planning.

The payment obligations from financial instruments are explained according to their maturity in Note I below.

The Company holds sufficient liquidity to ensure the fulfillment of all planned payment obligations at maturity. 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 maintains flexibility in funding by maintaining availability under committed credit lines set up with the banks. These include, in particular, an undrawn credit facility as at March 31,2017: 1,257 (March 31,2016: 774; April 1, 2015: 735).

Note I: Maturity of Financial Liabilities

The table below analyze 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.

Balance due within 12 months equals their carrying balance as the impact of discounting is not significant.

c) Market Risk:

i) Currency Risk:

Foreign currency opportunities and risks for the Company results 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 are hedged on net basis through forward exchange contracts.

Sensitivities were determined on the basis of a hypothetical adverse scenario in which the INR appreciated/ depreciated by 5% against USD compared with the year end exchange rates. In this scenario, the estimated hypothetical loss of cash flows from financial instruments would have increased/diminished earnings as of March 31, 2017 by 63 (March 31, 2016: 32) on net payable exposure of 1,253 (USD 19 Million) as on March 31, 2017 [March 31, 2016: 642 (USD 10 Million)]. The Company’s exposure to changes in foreign currency other than USD 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 in case offloading-rate instruments.

Interest rate risk arising from borrowing is managed by negotiating fixed coupon interest rates from banks for the entire tenure. The Company has surplus cash position and does not have any borrowings as on Balance Sheet date.

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.

4 CAPITAL MANAGEMENT a) Risk management:

The Company’s objective while managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide optimum returns to the shareholders and to other stakeholders. Further its objective is to maintain an optimal capital structure to reduce the cost of capital.

5 SEGMENT REPORTING

The Vice Chairman & Managing Director and 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 amortization, segment assets and segment liabilities are all as reflected in the Financial Statement as at and for the year ended March 31,2017.

ii) Entities under Common Group Control *:

Bayer (China) Limited, China

Bayer (Proprietary) Limited, South Africa

Bayer(South East Asia) Pte. Ltd., Singapore

Bayer A/S, Denmark

Bayer Animal Health GmbH, Germany

Bayer BioScience Private Limited, India

Bayer Business Services GmbH, Germany

Bayer Business Services Philippines Inc., Philippines

Bayer Business and Technology Services LLC, U.S.A.

Bayer Co. (Malaysia) Sdn Bhd, Malaysia Bayer Crop S cience AG, Germany Bayer Crop Science LP, U.S.A.

Bayer Crop Science Limited, Bangladesh Bayer de Mexico S.A. de C.V., Mexico Bayer Direct Services GmbH, Germany Bayer East Africa Ltd., Kenya Bayer Holding Ltd., Japan Bayer Intellectual Property GmbH, Germany Bayer Middle East FZE, UAE Bayer Pakistan (Private) Limited, Pakistan Bayer Pharmaceuticals Private Limited, India Bayer S.A.S., France

Bayer Seeds Private Limited, India (formerly Nunhems India Private Limited, India)

Bayer Sp. z.o.o., Poland

Bayer Thai Company Limited, Thailand

Bayer Vapi Private Limited, India (the Enterprise in respect of which, the Company is an Associate effective April 28, 2014) BayerZydus Pharma Private Limited, India Covestro Deutschland AG, Germany Covestro (India) Private Limited, India

Nunhems Vegetable Seeds Private Limited, India (merged with Bayer Seeds Private Limited, India w.e.f. April 1, 2015)

PT. Bayer Indonesia, Indonesia United Breweries Limited, India

* The list of parties above have been limited to entities with whom transactions have taken place during the year or balances are outstanding as at the year end.

# The amount is disclosed on gross basis, against which revenue is recognized at margin (sales less material cost) since the Company is acting as an agent.

* Amount is below rounding off norm adopted by the Company.

a) The Company had given loans to Bayer Bio Science Private Limited for working capital and to Bayer Vapi Private Limited for capital investment and general business purpose which were repaid during respective years by both the parties. These loans were given in compliance with Section 186 of the Companies Act, 2013 and in accordance with the terms and conditions of agreements entered with both the parties.

iii) Key management personnel: Name Designation

- Dr. Vijay Mallya Chairman (Upto June 30, 2016)

- Mr. Pankaj Patel Chairman (from July 5, 2016)

- Mr. Richard van der Merwe Vice Chairman & Managing Director and CEO

- Dr. Thomas Hoffmann Executive Director & CFO (Upto March 31, 2016)

- Mr. Ulrich Stefer Executive Director & CFO (from April 1, 2016)

- Mr. Sharad Kulkarni Non-executive Director

- Mr. A.K.R. Nedungadi Non-executive Director

- Mr. Vimal Bhandari Non-executive Director

iv) Terms and conditions

All the transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the yearend are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. The Company has not recorded any impairment of receivables relating to amounts owed by related parties for the year ended March 31, 2017 and March 31, 2016.

6 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.

7 FIRST-TIME ADOPTION OF IND AS Reconciliation between previous GAAP and Ind AS

Ind AS 101- First-time Adoption of Indian Accounting Standards requires the Company to reconcile equity, total comprehensive income and cash flows for previous years. The following reconciliations provide the explanations and quantification of the differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:

a) Proposed dividend including dividend distribution tax:

Under the previous GAAP, dividends proposed by the Board of Directors after the Balance Sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend including dividend distribution tax was recognized as a liability. Under Ind AS, such dividends are recognized when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend including dividend distribution tax of 723 as at March 31, 2016 (753 as at April 1, 2015) included under provisions has been derecognized with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

b) Product Registration cost for marketing rights:

Product registration cost is paid to government and private agricultural universities to generate data required for obtaining license to sell a product in India. As per recognition criterion under Ind AS 38 - Intangible Assets for internally generated intangible assets, expenses of 99 capitalized under Intangible assets. Consequently, the profit before tax for the year ended March 31,2016 and total equity as at March 31, 2016 is increased by an equivalent amount.

c) Transaction Cost for Buyback of Equity shares:

Under Ind AS, transaction cost related to buyback of own equity shares is recognized as deduction from equity. Under the previous GAAP, this cost was forming part of the profit or loss for the year. As a result of this change, the profit before tax for the year ended March 31, 2016 increased by 41. There is no impact on the total equity as at March 31, 2016.

d) Linked Transaction as job work arrangement:

Ind AS stipulates a ‘substance over form’ principle with additional guidance available on Linked Transaction. Where raw material is supplied for further processing and conversion into finished product, the transaction is not regarded as a sale and instead, tolling charges are recognized in the Statement of Profit and Loss for conversion done by supplier. The margin on the said transaction is recognized when goods are sold to final customer. As a result, the profit before tax for the year ended March 31, 2016 decreased by 5.

e) Actuarial Loss on Defined Benefit plans:

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit obligation, are recognized in Other Comprehensive Income instead of the Statement of Profit and Loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change, the profit before tax for the year ended March 31, 2016 increased by 18. There is no impact on the total equity as at March 31, 2016.

f) Expected Credit Loss on Trade Receivables:

As per Ind AS 109 - Financial Instruments, the Company has applied expected credit loss model for recognizing the allowance for doubtful debts. As a result, the provision for Expected Credit Loss decreased by 56 as at March 31, 2016 (April 1, 2015: 28). As a result, the total equity as at March 31, 2016 increased by 56 (April 1, 2015: 28) and profit for the year ended March 31, 2016 increased by 28.

g) Deferred Tax:

Deferred tax has been recognized on the adjustments made on transition to Ind AS i.e. April 1, 2015 as per Ind AS 12 - Income Taxes. It also includes deferred tax asset recognized at the tax rate applicable for long term capital gains as prescribed under Income Tax Act, 1961 on Freehold land which is expected to be disposed off in future through normal sale with indexation benefit.

h) Other Comprehensive Income:

Under Ind AS, all items of income and expense recognized in the year should be included in the Statement of Profit and Loss for the year, unless a standard requires or permits otherwise. Items of income or expense that are not recognized in the Statement of Profit and Loss but are shown in statement of profit and loss as “Other Comprehensive Income” includes remeasurement of defined benefit plans. The concept of Other Comprehensive Income did not exist under previous GAAP.

8 Previous year’s figures have been regrouped/ reclassified to conform to current year’s presentation.


Mar 31, 2015

COMPANY PROFILE

1. Bayer CropScience Limited ("The Company") is a Company incorporated under the Companies Act, 1956. At a meeting held on November 11,2014, the Board of Directors have approved change in registered office from Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai * 400 076 to Bayer House, Central Avenue, Hiranandani Estate, Thane * 400 607 effective January 1,2015. The Company is engaged into 'Agri Care' business which primarily includes manufacture, sale and distribution of insecticides, fungicides, weedicides and various other agrochemical products. Out of the total paid*up share capital of the Company 68.96% is held by its promoters. The Company is listed on the Bombay Stock Exchange, Mumbai. The Company has its own manufacturing site at Himatnagar in the State of Gujarat.

2. Rights, preferences and restrictions attached to Equity Shares:

The Company has one class of Equity Shares having a par value of Rs. 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.

3. During the Previous Year, the Company bought back 2,879,746 equity shares (representing 7.29% of the equity share capital) at a price of Rs. 1,580/* per equity share aggregating to 4,550. After extinguishment of 2,879,746 Equity Shares on November 29, 2013, the Issued, Subscribed and Paid*up equity share capital of the Company reduced from 39,498,747 equity shares to 36,619,001 equity shares. Accordingly, 29 had been transferred from the Surplus in Statement of Profit and Loss to Capital Redemption Reserve as per the provision of Section 69(1) the Companies Act, 2013 and the premium aggregating to 4,521 has been adjusted from the Surplus in Statement of Profit and Loss.

a) Pursuant to the approval of Board of Director's vide its resolution dated July 30, 2013, the Company had entered into a 'Business Transfer Agreement' with Deccan Fine Chemicals (India) Private Limited, to sell, convey, assign and transfer the Chemical Manufacturing Facility at Ankleshwar, as a going concern on a slump sale basis and an 'Asset Transfer Agreement' with Bayer MaterialScience Private Limited, to sell and transfer all the assets related to the Poly*isocynate Unit located within the Ankleshwar facility. The Company had received all the necessary permissions and approvals from the relevant authorities for giving effect to both the agreements and accordingly both the transactions were concluded at the close of business hours of May 31,2014. Upon conclusion of both the transactions, the Company has recognised net gain of 3 (net of impairment loss of 144 recognised during the year ended March 31,2014) during the year ended March 31, 2015.

b) The Depreciation and Amortization Expense for the previous year ended March 31, 2014 includes additional depreciation charge of 134 on account of revision in economic useful life of the fixed assets of the Company.

4. CONTINGENT LIABILITIES

Claims against the Company not acknowledged as debts towards:

a) Direct Tax Matters 332 585

b) Indirect Tax Matters (Excise duty, Customs duty, Service tax and Sales tax) 773 732

c) Litigation/ claims filed by customer/ vendor/ labour 48 51

d) Litigation/demandsraisedbyotherStatutory Authorities 25 53

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

5. RELATED PARTY TRANSACTIONS (as identified by the Management)

(i) Ultimate Holding Company : Bayer AG,Germany

(ii) Parties under common control * :

* Bayer (China) Limited, China

* Bayer (Proprietary) Limited, South Africa

* Bayer (South East Asia) Pte Ltd, Singapore

* Bayer A/S, Denmark

* Bayer AnimalHealthGmbH,Germany

* Bayer BioScience Private Limited, India

* Bayer Business Services GmbH, Germany

* Bayer Business Services Philippines Inc, Philippines

* Bayer Business and Technology Services LLC, U.S.A.

* Bayer Co. (Malaysia) Sdn Bhd, Malaysia

* Bayer CropScience AG, Germany

* Bayer CropScience K.K., Japan

* Bayer CropScience LP, U.S.A.

* Bayer CropScience Limited, Bangladesh

* Bayer de Mexico S.A. de C.V., Mexico

* Bayer Direct Services GmbH, Germany

* Bayer East Africa Limited, Kenya

* Bayer Healthcare Pharmaceuticals Inc. Pine Brook, U.S.A.

* Bayer Intellectual Property GmbH, Germany

* Bayer Material Science Limited, Hong Kong

* Bayer MaterialScience Private Limited, India

* Bayer Middle East FZE, UAE

* Bayer Pakistan (Private) Limited, Pakistan

* Bayer Pharmaceuticals Private Limited, India

* Bayer S.A., Argentina

* Bayer S.A.S., France

* Bayer Thai Company Limited, Thailand

* Bayer Vietnam Limited, Vietnam

* Bayer Vapi Private Limited, India (Formerly Bilag Industries Private Limited, India)

(the Enterprise in respect of which, the Company is an Associate effective April 28, 2014)

* Currenta GmbH & Co. OHG, Germany

* Nunhems India Private Limited, India

* PT. Bayer Indonesia, Indonesia

* The list of parties above have been limited to entities with whom transactions have taken place during the year or balances are outstanding as at the year end.

(iii) Key Management Personnel :

* Mr. Richard van der Merwe : Vice Chairman and Managing Director (from February 1,2014)

* Dr. Thomas Hoffmann : ExecutiveDirector&Chief Financial Officer(from April 2, 2013)

* Mr.Stephan Gerlich : ViceChairmanandManagingDirector (uptoJanuary31,2014)

The disclosures required as per Accounting Standard 15 * Employee Benefits (Revised 2005), are as under: a) Brief description of the Plans:

The Company has various schemes for employee benefits such as provident fund, superannuation, gratuity, pension and long service award. In case of funded schemes, the funds are administered through trustees/ appropriate authorities. The Company's defined contribution plans are superannuation and provident fund since the Company has no further obligation beyond making the contributions. The Company's defined benefit plans include gratuity and pension. The employees of the Company are entitled to compensated absences and long service award as per the Company's policy.

The Plan Asset for the funded gratuity plan is administered by Life Insurance Corporation of India ('LIC') as per the Investment Pattern stipulated for Pension and Group Schemes Fund by Insurance Regulatory and Development Authority regulations.

Additionally, the Company had given Land (disclosed as Investment Property) and portion of Building on operating lease under cancellable lease arrangement during the year. The lease rentals aggregating to 56 (Previous Year 1) has been recognised under the head Other Income * 'Rent Income' under Note 18 to the Statement of Profit and Loss.

The Company has identified business segment as its primary segment. In accordance with Accounting Standard 17 * "Segment Reporting", the Company has determined its business segment as "Agri Care". Since, entire Company's business is from Agri Care there are no other primary reportable segments. Thus the segment revenue, segment results, total carrying value of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge of depreciation and amortisation during the year are all as reflected in the Financial Statement as at and for the year ended March 31,2015.

5. The Company had given loans to Bayer Material Science Private Limited for working capital and Bayer Vapi Private Limited for capital investment purpose which are repaid during the year. The loans given are in compliance with the respective sections [Section 372A of the Companies Act, 1956 and Section 186 (4) of the Companies Act, 2013] and in accordance with the terms and conditions of agreements entered with both the parties.

6. Previous year figures have been regrouped/ reclassified to conform to current year's presentation..


Mar 31, 2014

COMPANY PROFILE

Bayer CropScience Limited ("The Company") is a Company incorporated under the Companies Act, 1956 and having its registered office at Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076. The Company is engaged into ''AgriCare'' business which primarily includes manufacture, sale and distribution of insecticides, fungicides, weedicides and various other agrochemical products. Out of the total paid-up share capital of the Company 68.96% is held by its promoters. The Company is listed on the Bombay Stock Exchange, Mumbai. The Company has its own manufacturing sites at Ankleshwar and Himatnagar in the State of Gujarat.

1. DEPRECIATION AND AMORTISATION EXPENSE (INCLUDING IMPAIRMENT) (contd.)

a) Pursuant to the Board of Director''s approval for proposal to sell either the whole or in part the manufacturing unit(s) and facilities of the Company located at Ankleshwar and subsequent execution of ''Business Transfer Agreement'' to sell, convey, assign and transfer chemical manufacturing facility at Ankleshwar, as a going concern on slump sale basis, to Deccan Fine Chemicals (India) Private Limited and ''Assets Transfer Agreement'' to sell and transfer all assets related to Poly-isocyanate unit located within the Ankleshwar facility to Bayer MaterialScience Private Limited, the Company has recognized impairment loss of 144 during year ended March 31, 2014. The sale pursuant to both the agreements will be recognised subject to satisfactory fulfi llment of certain conditions and receipt of such government approval or permission, as may be required.

b) The Depreciation and Amortization Expense for the year ended March 31, 2014 includes additional depreciation charge of 134 on account of revision in economic useful life of the fixed assets of the Company [Refer Note 1(c)].

As at As at 31.03.2014 31.03.2013

2. CONTINGENT LIABILITIES

Claims against the Company not acknowledged as debts towards:

a) Direct Tax Matters 585 784

b) Indirect Tax Matters (Excise duty, Customs duty, Service tax and Sales tax) 732 757

c) Litigation/ claims filed by customer/ vendor/ labour 51 41

d) Litigation/ demands raised by other Statutory Authorities 53 53

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

3. RELATED PARTY TRANSACTIONS (as identified by the Management) (i) Ultimate Holding Company : Bayer AG, Germany

(ii) Parties under common control * :

- Bayer (China) Limited, China

- Bayer (South East Asia) Pte Ltd, Singapore

- Bayer A/S, Denmark

- Bayer Animal Health GmbH, Germany

- Bayer Australia Limited, Australia

- Bayer BioScience Private Limited, India

- Bayer Business Services GmbH, Germany

- Bayer Business Services Private Limited, India (merged with Bayer MaterialScience Private Limited, India effective from April 1, 2013)

- Bayer Business and Technology Services LLC, U.S.A.

- Bayer CropScience (China) Company Limited, China

- Bayer CropScience (Private) Limited, Pakistan (merged with Bayer Pakistan (Private) Limited, Pakistan effective from July 1, 2012)

- Bayer CropScience AG, Germany

- Bayer CropScience K.K., Japan

- Bayer CropScience LP, U.S.A.

- Bayer CropScience Limited, Bangladesh

- Bayer Direct Services GmbH, Germany

- Bayer HealthCare Pharmaceuticals Inc. Pine Brook, U.S.A.

- Bayer Intellectual Property GmbH, Germany

- Bayer Sheets India Private Limited, India (Formerly Bayer Malibu Polymers Private Limited, India) (merged with Bayer MaterialScience Private Limited, India effective from April 1, 2013)

- Bayer MaterialScience AG, Germany

- Bayer MaterialScience Limited, Hong Kong

- Bayer MaterialScience Private Limited, India

- Bayer Pakistan (Private) Limited, Pakistan

- Bayer Pharmaceuticals Private Limited, India

- Bayer S.A.S., France

- Bayer Technology Services GmbH, Germany

- Bayer Thai Company Limited, Thailand

- Bayer Turk Kimya Sanayi Limited Sirketi, Turkey

- Bayer Vietnam Limited, Vietnam

- Bayer Vapi Private Limited, India (Formerly Bilag Industries Private Limited, India)

- Currenta GmbH & Co. OHG, Germany

- Nunhems India Private Limited, India

- PT. Bayer Indonesia, Indonesia

* The list of parties above have been limited to entities with whom transactions have taken place during the year or balances are outstanding as at the year end.

(iii) Key Management Personnel :

- Mr. Richard van der Merwe : Vice Chairman and Managing Director (from February 1, 2014)

- Mr. Stephan Gerlich : Vice Chairman and Managing Director (upto January 31, 2014)

- Dr. Thomas Hoffmann : Whole-time Director (from April 2, 2013)

- Mr. Kaikobad B. Mistry : Whole-time Director (upto January 31, 2013)

4. EMPLOYEE BENEFITS

The disclosures required as per Accounting Standard 15 - Employee Benefits (Revised 2005), are as under:

a) Brief description of the Plans:

The Company has various schemes for employee benefits such as provident fund, superannuation, gratuity, pension and long service award. In case of funded schemes, the funds are administered through trustees/ appropriate authorities. The Company''s defi ned contribution plans are superannuation and provident fund since the Company has no further obligation beyond making the contributions. The Company''s defi ned benefit plans include gratuity and pension. The employees of the Company are entitled to compensated absences and long service award as per the Company''s policy.

5. OPERATING LEASE

a) Assets taken on lease:

The Company has taken certain residential fl ats and offices under non-cancellable operating lease and lease rent amounting to 28 (Previous Year 28) has been recognised under the head Other Expenses - ''Rent'' under Note 24 to the Statement of Profit and Loss.

The Company has entered into cancellable leasing arrangement for offi ce, residential and warehouse premises. The lease rental of 268 (Previous Year 172) has been recognised under the head Other Expenses - ''Rent'' under Note 24 to the Statement of Profit and Loss.

Further, the Company has recovered sub-lease rental of 56 (Previous Year 22) which has been recognised under the head Other Income – ''Rent Income'' under Note 18 to the Statement of Profit and Loss.

b) Assets given on lease:

Additionally, the Company had given Land (disclosed as Investment Property) and portion of Building on operating lease under cancellable lease arrangement during the year. The lease rentals aggregating to 1 (Previous Year 36) has been recognised under the head Other Income – ''Rent Income'' under Note 18 to the Statement of Profit and Loss.

6. SEGMENT REPORTING

The Company has identifi ed business segment as its primary segment. In accordance with Accounting Standard 17 - "Segment Reporting", the Company has determined its business segment as "Agri Care". Since, entire Company''s business is from Agri Care there are no other primary reportable segments. Thus the segment revenue, segment results, total carrying value of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge of depreciation and amortisation during the year are all as reflected in the Financial Statement as at and for the year ended March 31, 2014.

7. The Company uses forward contracts to hedge its risks of net exposure associated with foreign currency fl uctuations. The Company does not enter into any forward contract which is intended for trading or speculative purposes.

8. Pursuant to the approval of Board vide its resolution dated July 19, 2010 and December 22, 2010, for the sale/ transfer/ disposal of Land and Buildings situated at Kolshet Road, Thane (the said Property), the Company and Agile Real Estate Private Limited ("Agile") had accepted 12,500 as full and fi nal aggregate consideration for the sale and transfer of the said Property to Agile. The Company and Agile had, on November 29, 2012 executed two agreements and other incidental documents and undertaken all the requisite acts for concluding the transaction. In the Previous Year, the Company had received balance consideration of 7,300 as full and fi nal consideration. The Company has no further obligations relating to the transfer of the said Property.

Consequent to the acceptance of sale consideration of the Property, the Company had ascertained and paid an additional Compensation (capitalised to the cost of Thane land) of 178 in the Previous Year to Lanxess India Private Limited (LIPL) pursuant to an Exit agreement dated February 28, 2008.

Additionally, the Company had sold building situated at Powai, Mumbai in the Previous Year pursuant to an agreement dated March 15, 2013.

The Exceptional item in the Previous Year represents profit of 11,083 arising from sale of Thane Land and Buildings and 823 arising from sale of Powai Building.

9. The Bayer Companies worldwide place great importance on protecting the environment and conserving natural resources. Pursuant to the cessation of manufacturing activities at Thane, in the Previous Year, the Company had incurred an expenditure (net) of 159 including depreciation of 96 towards Demolition and Remediation activities. The expenditure is net of one time recovery of 143 reimbursed by LIPL pursuant to the Exit agreement dated February 28, 2008.

10. Approval of the Central Government and shareholders of the Company are awaited for appointment of and payment of remuneration of 11 to Vice Chairman and Managing Director of the Company, Mr. Richard van der Merwe, for the period February 1, 2014 to March 31, 2014.

11. Previous year figures have been regrouped/ reclassified to conform to current year''s presentation.


Mar 31, 2013

COMPANY PROFILE

Bayer CropScience Limited ("The Company") is a Company incorporated under the Companies Act, 1956. At a meeting held on May 20, 2013, the Board of Directors have approved change of registered office from Bayer House, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076 to Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076. The Company is engaged into ''Agri Care'' business which primarily includes manufacture, sale and distribution of insecticides, fungicides, weedicides and various other agrochemical products. Out of the total paid-up share capital of the Company 71.11% is held by its promoters. The Company is listed on the Bombay Stock Exchange, Mumbai. The Company has its own manufacturing sites at Ankleshwar and Himatnagar in the State of Gujarat.

1. RELATED PARTY TRANSACTIONS (as identified by the Management)

(i) Ultimate Holding Company : Bayer AG, Germany

(ii) Parties under common control* :

- Bayer (China) Limited, China

- Bayer (South East Asia) Pte Ltd, Singapore

- Bayer A/S, Denmark

- Bayer Animal Health GmbH, Germany

- Bayer Australia Limited, Australia

- Bayer BioScience Private Limited, India

- Bayer Business Services GmbH, Germany

- Bayer Business Services Private Limited, India

- Bayer CropScience (China) Company Limited, China

- Bayer CropScience (Private) Limited, Pakistan (Upto June 30, 2012)

- Bayer CropScience AG, Germany

- Bayer CropScience K.K., Japan

- Bayer CropScience LP, U.SA.

- Bayer CropScience Limited, Bangladesh

- Bayer Direct Services GmbH, Germany

- Bayer Healthcare Pharmaceuticals Inc. Pine Brook, U.S.A.

- Bayer Intellectual Property GmbH, Germany

- Bayer Malibu Polymers Private Limited, India

- Bayer MaterialScience AG, Germany

- Bayer MaterialScience Limited, Hong Kong

- Bayer MaterialScience Private Limited, India

- Bayer Middle East FZE, United Arab Emirates

- Bayer Pakistan (Private) Limited, Pakistan

- Bayer Pharmaceuticals Private Limited, India

- Bayer S.A.S., France

- Bayer Taiwan Company Limited, Taiwan

- Bayer Technology Services GmbH, Germany

- Bayer Thai Company Limited, Thailand

- Bayer Turk Kimya Sanayi Limited Sirketi, Turkey

- Bayer Vietnam Limited, Vietnam

- Bayer Yakuhin Limited, Japan

- Bilag Industries Private Limited, India

- Currenta GmbH & Co. OHG, Germany

- Nunhems India Private Limited, India

- PT. Bayer Indonesia, Indonesia

* The list of parties above have been limited to entities with whom transactions have taken place during the year or balances are outstanding as at the year end.

(iii) Key Management Personnel :

- Mr. Stephan Gerlich : Vice Chairman and Managing Director

- Mr. Kaikobad B. Mistry : Whole-time Director (Upto January 31, 2013)

2. EMPLOYEE BENEFITS

The disclosures required as per Accounting Standard 15 - Employee Benefits (Revised 2005), are as under:

a) Brief description of the Plans:

The Company has various schemes for employee benefits such as provident fund, superannuation, gratuity, pension and long service award. In case of funded schemes, the funds are administered through trustees/ appropriate authorities. The Company''s defined contribution plans are superannuation and provident fund since the Company has no further obligation beyond making the contributions. The Company''s defined benefit plans include gratuity and pension. The employees of the Company are entitled to compensated absences and long service award as per the Company''s policy.

3. OPERATING LEASE ''

a) Assets taken on lease:

The Company has taken residential flats and office under non-cancellable operating lease and lease rent amounting to 28 (Previous Year 33) has been recognised under the head Other Expenses - ''Rent'' under Note 23 to the Statement of Profit and Loss.

b) Assets given on lease:

The Company had given portion of the building, office area and parking area under non-cancellable operating lease and lease rent amounting to Nil (Previous Year 15) has been recognised under the head Other Income - ''Rent Income'' under Note 17 to the Statement of Profit and Loss. This Lease expired on December 31, 2011.

Additionally, the Company had given portion of Building on operating lease under cancellable lease arrangement during the year. The lease rentals aggregating to 36 (Previous Year 53) has been recognised under the head Other Income - ''Rent Income'' under Note 17 to the Statement of Profit and Loss.

4. SEGMENT REPORTING

The Company has identified business segment as its primary segment. In accordance with Accounting Standard 17 - "Segment Reporting", the Company has determined its business segment as "Agri Care". Since, entire Company''s business is from Agri Care there are no other primary reportable segments. Thus the segment revenue, segment results, total carrying value of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge of depreciation and amortisation during the year are all as reflected in the Financial Statement as at and for the year ended March 31, 2013.

The Company has identified the Secondary Segment as geographical segment based on the location of customers.

5. Pursuant to the approval of Board vide its resolution dated July 19, 2010 and December 22, 2010, for the sale/ transfer/ disposal of Land and Buildings situated at Kolshet Road, Thane (the said Property), the Company and Agile Real Estate Private Limited ("Agile") have accepted 12,500 as full and final aggregate consideration for the sale and transfer of the said Property to Agile. The Company and Agile have, on November 29, 2012 executed two agreements and other incidental documents and undertaken all the requisite acts for concluding the transaction. The Company has received balance consideration of 7,300 (net of advance of 5,200) as full and final consideration. The Company has no further obligations relating to the transfer of the said Property.

Consequent to the acceptance of sale consideration of the Property, the Company has ascertained and paid an additional Compensation (capitalised to the cost of Thane land) of 178 in the current year to Lanxess India Private Limited (LIPL) pursuant to an Exit agreement dated February 28, 2008.

Additionally, the Company has sold building situated at Powai, Mumbai pursuant to an agreement dated March 15, 2013.

The Exceptional item represents profit of 11,083 arising from sale of Thane Land and Buildings and 823 arising from sale of Powai Building.

6. The Bayer Companies worldwide place great importance on protecting the environment and conserving natural resources. Pursuant to the cessation of manufacturing activities at Thane, the Company has incurred an expenditure of 159 (net) during the year (Previous Year 579) including depreciation of 96 (Previous Year 110) towards Demolition and Remediation activities. The expenditure for the current year is net of one time recovery of 143 (Previous Year Nil) reimbursed by LIPL pursuant to the exit agreement dated February 28, 2008.

7. Previous year figures have been regrouped/ reclassified to conform to current year''s presentation.


Mar 31, 2012

COMPANY PROFILE

Bayer CropScience Limited ("The Company") is a Company incorporated under the Companies Act, 1956 and having its registered office at Bayer House, Central Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076. The Company is engaged into 'Agri Care' business which primarily includes manufacture, sale and distribution of insecticides, fungicides, weedicides and various other agrochemical products. Out of the total paid-up share capital of the Company 71.11% is held by its promoters. The Company is listed on the Bombay Stock Exchange, Mumbai. The Company has its own manufacturing sites at Ankleshwar and Himatnagar in the State of Gujarat.

a) Rights, preferences and restrictions attached to Equity Shares:

The Company has one class of Equity Shares having a par value of Rs. 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.

* There are no shareholders holding more than 5% of the aggregate Equity Shares of the Company except those marked above.

The Board of Directors, in their meeting held on May 29, 2012 proposed a dividend of Rs. 4.20 per share for the year ended March 31, 2012 (Previous Year Rs. 4.00 per share) amounting to 166 (Previous Year 158) and corporate dividend tax of 27 (Previous Year 26). The proposal is subject to approval of shareholders at the Annual General Meeting.

a) There are no amounts as at year-end which are due for payment to Investor Education and Protection Fund under Section 205C of the Companies Act, 1956.

b) Amount is below the rounding off norm adopted by the Company.

Provisions represent 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 matter 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. During the year, an amount of 42 is recognised under the head "Purchases of Stock-in-Trade" and 20 under the head "Exceptional Items" [Refer Note 37] as an additional provision towards Commercial and Other Matters.

b) A portion of Buildings has been given on operating lease to Group Companies and Third Parties, the cost of which is not readily ascertainable.

c) The Company has entered into a non-binding and exclusive arrangement with Agile Real Estate Private Limited vide Memorandum of Understanding dated March 31, 2011 for the proposed sale of Land and Buildings situated at Village Balkum, Thane at a consideration to be finalised at a future date. The net book value of the Land and Buildings as on March 31, 2012 is 915 (Previous year 915) and 122 (Previous year 129) respectively and is classified under the head "Other Current Assets" as at March 31, 2012. [Refer Note 16]

The Company has received an earnest amount of 2,600 on March 31, 2011 and an advance payment of 2,600 on December 30, 2011 for this exclusive arrangement, which is disclosed under the head "Other Liabilities". The conveyance, transfer, sale and possession of the aforesaid Thane Land and Buildings will be completed at a future date subject to relevant approvals, permissions from the government and other statutory bodies, as may be deemed necessary and on receipt of sale consideration on or before September 30, 2012.

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

(a) Amount is below the rounding off norm adopted by the Company.

(b) Aggregate Book Value of Unquoted Investments 402 (Previous Year 868).

(b) The amount of excise duty disclosed as deduction from turnover is the total excise duty for the year except the excise duty related to the difference between the closing stock and opening stock and excise duty paid but not recovered for free goods, breakages/ damages, captive consumption and expired goods, which has been disclosed as excise duty expense in Note 24.

(a) Includes 40 (Previous Year 50) on account of Write off/ Write down in carrying values of semi-finished, finished goods and stock-in-trade.

As at As at 31.03.2012 31.03.2011 1. CONTINGENT LIABILITIES

Claims against the Company not acknowledged as debts towards:

a) Direct Tax matters 461 171

b) Indirect Tax matters (Excise duty, Customs duty, Service tax and Sales tax) 763 754

c) Litigation/ claims filed by customer/ vendor/ labour 33 33

d) Litigation/ demands raised by other Statutory Authorities 53 28

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

2. RELATED PARTY TRANSACTIONS (as identified by the Management)

(i) Ultimate Holding Company Bayer AG, Germany

(ii) Parties under common control :

- Bayer (China) Limited, China

- Bayer (South East Asia) Pte Ltd, Singapore

- Bayer A/S, Denmark

- Bayer Animal Health GmbH, Germany

- Bayer Australia Limited, Australia

- Bayer BioScience Private Limited, India

- Bayer Business and Technology Services LLC, U.S.A.

- Bayer Business Services GmbH, Germany

- Bayer Business Services Private Limited, India (from December 1, 2010)

- Bayer Co. (Malaysia) Sdn. Bhd., Malaysia

- Bayer CropScience (China) Company Limited, China

- Bayer CropScience (Private) Limited, Pakistan

- Bayer CropScience AG, Germany

- Bayer CropScience K.K., Japan

- Bayer CropScience LP, U.S.A.

- Bayer CropScience Limited, Korea

- Bayer CropScience Limited, Bangladesh

- Bayer CropScience Inc., Philippines

- Bayer Direct Services GmbH, Germany

- Bayer HealthCare Limited, Hong Kong

- Bayer HealthCare LLC, U.S.A.

- Bayer Korea Limited, Korea

- Bayer Malibu Polymers Private Limited, India

- Bayer MaterialScience AG, Germany

- Bayer MaterialScience Limited, Hong Kong

- Bayer MaterialScience Private Limited, India

- Bayer Middle East FZE, United Arab Emirates

(ii) Parties under common control (contd.)

- Bayer Pharmaceuticals Private Limited, India

- Bayer Public Limited Company, United Kingdom

- Bayer S.A.S., France

- Bayer Taiwan Company Limited, Taiwan

- Bayer Technology and Engineering (Shanghai) Company Limited, China

- Bayer Technology Services GmbH, Germany

- Bayer Thai Company Limited, Thailand

- Bayer Vietnam Limited, Vietnam

- Bayer Yakuhin Limited, Japan

- Bilag Industries Private Limited, India

- Currenta GmbH & Co. OHG, Germany

- Nunhems India Private Limited, India

- PT. Bayer Indonesia, Indonesia

3. EMPLOYEE BENEFITS

a) Brief description of the Plans:

The Company has various schemes for employee benefits such as provident fund, superannuation, gratuity, pension and long service award. In case of funded schemes, the funds are administered through trustees/ appropriate authorities. The Company's defined contribution plans are superannuation and provident fund since the Company has no further obligation beyond making the contributions. The Company's defined benefit plans include gratuity and pension. The employees of the Company are entitled to compensated absences and long service award as per the Company's policy.

* Represents liability takenover/ (discharged) in respect of employees transferred from/ (to) Group Companies

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factor such as supply and demand factors in the employment market.

(viii) Asset Information:

The Plan Asset for the funded gratuity plan is administered by Life Insurance Corporation of India ('LIC') as per the Investment Pattern stipulated for Pension and Group Schemes Fund by Insurance Regulatory and Development Authority regulations.

The above information pertains only to those shareholders where direct remittances are made by the Company.

4. OPERATING LEASE

a) Assets taken on lease:

The Company has taken residential flats and office under non-cancellable operating lease and lease rent amounting to 33 (Previous Year 32) has been recognised under the head Other Expenses - 'Rent' under Note 24 to the Statement of Profit and Loss.

The Company has entered into cancellable leasing arrangement for office, residential and warehouse premises. The lease rental of 112 (Previous Year 119) has been recognised under the head Other Expenses - 'Rent' under Note 24 to the Statement of Profit and Loss.

b) Assets given on lease:

The Company had given portion of the building, office area and parking area under non-cancellable operating lease and lease rent amounting to 15 (Previous Year 19) has been recognised under the head Other Income - 'Rent Income' under Note 18 to the Statement of Profit and Loss. This lease expired on December 31, 2011.

Additionally, the Company has given portion of Building on operating lease under cancellable lease arrangement. The lease rentals aggregating to 63 (Previous Year 57) has been recognised under the head Other Income-'Rent Income' under Note 18 to the Statement of Profit and Loss.

5. SEGMENT REPORTING

The Company has identified business segment as its primary segment. In accordance with Accounting Standard 17 - "Segment Reporting", the Company has determined its business segment as "Agri Care". Since entire Company's business is from Agri Care, there are no other primary reportable segments. Thus the segment revenue, segment results, total carrying value of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge of depreciation and amortisation during the year are all as reflected in the Financial Statement as at and for the year ended March 31, 2012.

The Company has identified the Secondary Segment as geographical segment based on the location of customers.

6. The Company uses forward contracts to hedge its risks of net exposure associated with foreign currency fluctuations. The Company does not enter into any forward contract which is intended for trading or speculative purposes.

Figures shown in brackets are in respect of previous year.

* Amount is below the rounding off norm adopted by the Company.

7. The Bayer Companies worldwide place great importance on protecting the environment and conserving natural resources. Pursuant to the cessation of manufacturing activities at Thane, the Company has incurred an expenditure of 579 during the year (Previous Year 38) including depreciation of 110 (Previous Year Nil) towards Demolition and Remediation activities.

8. The financial statements for the year ended March 31, 2011 were prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to current year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.

Notes:

1) The above Cash Flow Statement has been prepared under the "Indirect Method" setout in Accounting Standard - 3 on Cash Flow Statements notified under Section 211 (3C) of the Companies Act, 1956.

2) Short-term highly liquid investment comprise of Investments in Mutual Funds which are highly liquid and have an insignificant risk of change in value.

3) Previous year's figures have been reclassified to conform to the current year's presentation.

@ Revenue from operations are net of excise duty. Sales upto year 2003 are gross of trade discount.

Includes figures of erstwhile Bayer Cropscience India Limited on account of amalgamation, with effect from April 01, 2003 and excludes transfer of non-CropScience business to wholly owned subsidiary Bayer Polychem (India) Limited with effect from November 01, 2003 and sale of consumer care division to S.C. Johnson Private Limited with effect from June 01, 2003.

* The shares of the Company were sub-divided from a face value of X 100/- per share to X 10/- per share, pursuant to the Scheme of Amalgamation between the Company and erstwhile Bayer Cropscience India Limited.

$ Figures of the period 2007-08 are for fifteen months.

** Figures based on Revised Schedule VI.

Figures have been regrouped wherever necessary.


Mar 31, 2011

1. Estimated amount of contracts net of advances remaining to be executed on capital account Rs. 144,631 ('000s) [Previous Year Rs. 217,843 ('000s)].

2. Contingent Liabilities

Rs. '000s

Particulars As at As at March 31, March 31, 2011 2010

(a) In respect of Bank Guarantees issued in favour of statutory authorities 4,986 7,945

(b) Counter Guarantee by the Company issued in favour of Gujarat Industrial Development 2,967 2,967 Corporation

(c) In respect of customs duty on outstanding Export obligation against advance licenses 123,765 171,981 acquired by the Company

(d) Claims against the Company not acknowledged as debts in respect of litigation/ claims 32,889 17,559 filed by customer/ vendor/ labour

(e) In respect of Indirect Tax matters (Excise duty, Customs duty, Service tax and Sales tax) 753,559 736,545

(f) In respect of Direct Tax matters 170,901 168,895

(g) Demand raised by Ministry of Chemicals and Fertilisers, Department of Chemicals and Petro 27,581 27,581 Chemicals for the difference between the pooled price and the retention price on the production of Chloroquine Phosphate from 1979-1980 upto December 14,1988.

The Company has filed a writ petition in the Hon'able High Court of Mumbai, challenging this demand.

Note: Future cash flows in respect of (d) to (g) above, if any, is determinable only on receipt of judgement/ decisions pending with relevant authorities.

3. Operating Lease

a) Assets taken on lease:

The Company has taken residential flats and office under non-cancellable operating lease and lease rent amounting to Rs. 31,631 ('000s) [Previous Year f 44,008 ('000s)] has been debited to Profit and Loss Account.

4. Segment Reporting

The Company has only one reportable business segment "Agri Care" as primary segment. The Company has identified the Secondary Segment as geographical segment based on the location of customers.

5. Related Party Transactions (as identified by the Management) (i) Ultimate Holding Company : Bayer AG, Germany (ii) Parties under common control :

- Bayer (China) Limited, China

- Bayer (Malaysia) Sdn. Bhd., Malaysia

- Bayer A/S, Denmark

- Bayer Animal Health GmbH, Germany

- Bayer Australia Limited, Australia

- Bayer BioScience Private Limited, India

- Bayer Business and Technology Services LLC, U.S.A.

- Bayer Business Services GmbH, Germany

- Bayer Business Services Private Limited, India (from December 1, 2010)

- Bayer CropScience (China) Co. Limited, China

- Bayer CropScience (Pvt.) Limited, Pakistan

- Bayer CropScience AG, Germany

- Bayer CropScience K.K., Japan

- Bayer CropScience Limited, Bangladesh

- Bayer CropScience Limited, Korea

- Bayer CropScience OHQ (Malaysia) Sdn. Bhd., Malaysia

- Bayer CropScience Pty Limited, Australia

- Bayer CropScience S.A., France (upto December 31, 2009)

- Bayer CropScience Inc., U.S.A.

- Bayer Direct Services GmbH, Germany

- Bayer Health Care AG, Germany

- Bayer HealthCare Aktiengesellschaft, Germany

- Bayer HealthCare LLC, U.S.A.

- Bayer HealthCare Limited, Hongkong

- Bayer HealthCare Pharmaceuticals Inc., U.S.A.

- Bayer Industry Services GmbH, Germany

- Bayer Korea Limited, Korea

- Bayer Malibu Polymers Private Limited, India

- Bayer MaterialScience AG, Germany

- Bayer MaterialScience Limited, Hongkong

- Bayer MaterialScience Private Limited, India

- Bayer Middle East FZE, U.A.E.

- Bayer New Zealand Limited, New Zealand

- Bayer Parsian AG, Iran

- Bayer Pharmaceuticals Private Limited, India

- Bayer Public Limited Company, United Kingdom

- Bayer S.A., Brazil

- Bayer S.A.S., France (from January 1, 2010)

- Bayer South East Asia Pte Limited, Singapore

- Bayer Taiwan Company Limited, Taiwan

- Bayer Technology and Engineering (Shanghai) Co. Limited, China

- Bayer Technology Services, Germany

- Bayer Thai Company Limited, Thailand

- Bayer Turk Kimya Sanayi Limited Sti., Turkey

- Bayer Vietnam Limited, Vietnam

- Bayer Yakuhin Limited, Japan

- Bilag Industries Private Limited, India

- EuroServices Bayer GmbH, Germany

- Nunhems Seeds Private Limited, India

- PT Bayer Indonesia, Indonesia (iii) Key Management Personnel:

Mr. Stephan Gerlich Vice Chairman and Managing Director

Mr. Kaikobad B. Mistry Whole-time Director

6. Employee Benefits

The disclosures required as per Accounting Standard 15 - "Employee Benefits" (revised 2005) are as under:

a) Brief description of the Plans:

The Company has various schemes for employee benefits such as provident fund, superannuation, gratuity, pension and long service award. In case of funded schemes, the funds are administered through trustees/ appropriate authorities. The Company's defined contribution plans are superannuation and provident fund since the Company has no further obligation beyond making the contributions. The Company's defined benefit plans include gratuity and pension. The employees of the Company are entitled to leave encashment, compensated absences and long service award as per the Company's policy.

7. The amount of excise duty disclosed as deduction from turnover is the total excise duty for the year except the excise duty related to the difference between the closing stock and opening stock and excise duty paid but not recovered, which has been disclosed as excise duty expense in the Schedule 19.

8. The Bayer Companies worldwide place great importance on protecting the environment and conserving natural resources. Pursuant to the cessation of manufacturing activities at Thane, till date the Company has incurred Rs. 37,785 ('000s) during the year 2010-11 [Previous Year Rs. 54,904 ('000s)] towards Demolition and Remediation activities. These ongoing activities will allow the Thane Site to be left in a safe state with human health and environmental risks mitigated to generally accepted levels in industrialised countries.

9. The Company has entered into a non-binding and exclusive arrangement with Agile Real Estate Private Limited (AREPL) vide Memorandum of Understanding ("MOU") dated March 31, 2011 for the proposed sale of Land and Buildings situated at Village Balkum, Thane at a consideration to be finalised at a future date. The net book value of the Land and Buildings as on March 31, 2011 is Rs. 915,389 ('000s) and Rs. 128,716 ('000s), respectively.

The Company has received an earnest amount of Rs. 2,600,000 ('000s) for this exclusive arrangement, which is disclosed under the head "Current Liabilities". The conveyance, transfer, sale and possession of the aforesaid Thane Land and Buildings will be completed at a future date subject to relevant approvals, permissions from the government and other statutory bodies, as may be deemed necessary and on receipt of sale consideration on or before September 30, 2012.

10. Previous year figures have been re-grouped/ re-classified wherever necessary.


Mar 31, 2010

1. Estimated amount of contracts net of advances remaining to be executed on capital account Rs. 217,843 (000s) [Previous Year Rs. 381,279 (000s)].

2. Contingent Liabilities

Rupees in ‘000s

Particulars As at As at

March 31, March 31, 2010 2009

(a) In respect of Bank Guarantees issued in favour of statutory authorities 7,945 19,915

(b) Counter Guarantee by the Company issued in favour of Gujarat Industrial 2,967 2,967 Development Corporation

(c) In respect of custom duty on outstanding Export obligation against advance 171,981 83,027 licenses acquired by the Company

(d) Claims against the Company not acknowledged as debts in respect of litigation/ 17,559 18,719 claims fi led by customer/ vendor/ labour

(e) In respect of Indirect tax matters (Excise duty, Customs duty, Service tax and 736,545 389,232 Sales tax)

(f) In respect of Direct tax matters 168,895 140,326

(g) Demand raised by Ministry of Chemicals and Fertilisers, Department of 27,581 27,581 Chemicals and Petro Chemicals for the difference between the pooled price and the retention price on the production of Chloroquine Phosphate from 1979-1980 upto December 14, 1988. The Company has fi led a writ petition in the Hon’able High Court of Mumbai, challenging this demand.

Note: Future cash fl ows in respect of (d) to (g) above, if any, is determinable only on receipt of judgement/ decisions pending with relevant authorities.

Direct and Indirect tax

Provisions in this category represents estimates made for probable liabilities arising out of pending disputes/ litigations with various tax authorities. The outfl ow with regard to the said matter 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 outfl ow.

Commercial and other matters

Provisions in this category represent estimates made for probable liabilities/ claims arising out of commercial transaction with third parties. The outfl ow with regard to the said matter 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 outfl ow.

3. Segment Reporting

The Company has only one reportable business segment “Agri Care” as primary segment. The Company has identified the Secondary Segment as geographical segment based on the location of customers.

4. Related Party Transactions (as identifi ed by the Management) (i) Ultimate Holding Company : Bayer AG, Germany (ii) Parties under common control :

- Bayer (China) Limited, China

- Bayer (Malaysia) Sdn. Bhd., Malaysia

- Bayer Animal Health GmbH, Germany

- Bayer Australia Ltd., Australia

- Bayer BioScience Private Limited, India

- Bayer Business Services GmbH, Germany

- Bayer Corporate and Business Services GmbH, Germany

- Bayer CropScience (China) Co. Ltd., China

- Bayer CropScience (Pvt.) Ltd., Pakistan

- Bayer CropScience AG, Germany

- Bayer CropScience K.K., Japan

- Bayer CropScience Limited, Bangladesh

- Bayer CropScience L P, U.S.A.

- Bayer CropScience Ltd., Korea

- Bayer CropScience OHQ (Malaysia) Sdn Bdh, Malaysia

- Bayer CropScience Pty Limited, Australia

- Bayer CropScience S.A., France (upto December 31, 2009)

- Bayer CropScience Inc., U.S.A.

- Bayer Direct Services GmbH, Germany

- Bayer S.A.S., France (from January 1, 2010)

- Bayer HealthCare AG, Germany

- Bayer HealthCare Aktiengesellschaft, Germany

- Bayer HealthCare Berkeley, U.S.A.

- Bayer HealthCare, NJ U.S.A.

- Bayer Industry Services GmbH, Germany

- Bayer Korea Limited, Korea

- Bayer MaterialScience AG, Germany

- Bayer MaterialScience Limited, Hongkong

- Bayer MaterialScience Private Limited, India

- Bayer Middle East FZE, U.A.E.

- Bayer New Zealand Ltd., New Zealand

- Bayer Parsian AG, Iran

- Bayer Pharmaceuticals Private Limited, India

- Bayer Polychem (India) Limited, India (upto March 31, 2009)

- Bayer Public Limited Company, United Kingdom

- Bayer S.A., Brazil

- Bayer S.A., Colombia

- Bayer South East Asia Pte Limited, Singapore

- Bayer Taiwan Company Ltd., Taiwan

- Bayer Technology and Engineering (Shanghai) Co. Limited, China

- Bayer Technology Services, Germany

- Bayer Thai Company Limited, Thailand

- Bayer Türk Kimya Sanayi Limited Sti., Turkey

- Bayer Vietnam Limited, Vietnam

- Bayer Yakuhin Ltd., Japan

- Bilag Industries Private Limited, India

- EuroServices Bayer GmbH, Germany

- Nunhems Seeds Private Limited, India

- PT Bayer Indonesia, Indonesia

(iii) Key Management Personnel:

Mr. Stephan Gerlich : Vice Chairman and Managing Director

Mr. Kaikobad B. Mistry : Whole Time Director (From July 1, 2008)

Ms. Christiane Kunze : Whole Time Director (Upto May 31, 2008)

5. Employee Benefits

The disclosures required as per Accounting Standard 15 – "Employee Benefi ts" (revised 2005) are as under:

a) Brief description of the Plans:

The Company has various schemes for employee benefits such as provident fund, superannuation, gratuity, pension and long service award. In case of funded schemes, the funds are administered through trustees/ appropriate authorities. The Company’s defined contribution plans are superannuation and provident fund since the Company has no further obligation beyond making the contributions. The Company’s defined benefit plans include gratuity and pension. The employees of the Company are entitled to leave encashment, compensated absences and long service award as per the Company’s policy.

(viii) Asset Information:

The Plan Asset for the funded gratuity plan are administered by Life Insurance Corporation of India (‘LIC’) as per the Investment Pattern stipulated for Pension and Group Schemes Fund by Insurance Regulatory and Development Authority regulations.

6. The amount of excise duty disclosed as deduction from turnover is the total excise duty for the year except the excise duty related to the difference between the closing stock and opening stock and excise duty paid but not recovered, which has been disclosed as excise duty expense in the Schedule 19.

7. The Company uses forward contracts to hedge its risks of net exposure associated with foreign currency fluctuations. The Company does not enter into any forward contract which is intended for trading or speculative purposes.

8. The Bayer Companies worldwide place great importance on protecting the environment and conserving natural resources. Pursuant to the cessation of manufacturing activities at Thane, till date the Company has incurred Rs. 54,904 (000s) during the year 2009-10 [Previous year Rs. 60,325 (000s)] towards Demolition and Remediation activities. These ongoing activities will allow the Thane Site to be left in a safe state with human health and environmental risks mitigated to generally accepted levels in industrialised countries.

9. Previous year figures have been re-grouped/ re-classified wherever necessary.

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