MIRA INFORM REPORT

Report No. :	301486
Report Date :	05.01.2015

IDENTIFICATION DETAILS

Name :	BAYER CROPSCIENCE LIMITED (w.e.f. 2004)
Formerly Known As :	BAYER (INDIA) LIMITED
Registered Office :	Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	09.09.1958
Com. Reg. No.:	11-011173
Capital Investment / Paid-up Capital :	Rs. 366.190 Millions
CIN No.: [Company Identification No.]	L24210MH1958PLC011173
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	MUMB00146G
PAN No.: [Permanent Account No.]	AAACB9651K
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacture, sale and distribution of insecticides, fungicides, weedicides and various other agrochemical products.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

A (70)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well – established company having fine track record. The rating reflects Bayer Cropscience’s healthy position in the Indian agrochemicals market supported by healthy financial base and adequate liquidity position of the company. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	AA+ (Long Term Rating)
Rating Explanation	High degree of safety and very low credit risk.
Date	December 24, 2013

Rating Agency Name	CRISIL
Rating	A1+ (Short Term Rating)
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	December 24, 2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DENIED

Management Non Co-Operative (91-22-25711234)

LOCATIONS

Registered Office :	Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra, India
Tel. No.:	91-22-25711234 / 25711391/ 25711388/ 25711395
Fax No.:	91-22-25700147
E-Mail :	info@bayerindia.com shirin.balsara@bayercropscience.com rajiv.wani@bayer.com
Website :	http://www.bayer.com
Corporate Office :	Kolshet Road, Thane - 400607, Maharashtra, India
Tel. No.:	91-22-2531234
Fax No.:	91-22-2545235
Factory 1 :	Plot Nos. 6008 - 10 and 6301 - 10A, GIDC Industrial Estate, Ankleshwar – 393002, Gujarat, India
Factory 2 :	Plot Nos. 66/1 to 75/2, GIDC, Estate, Himatnagar – 383001, Gujarat, India

DIRECTORS

AS ON 31.03.2014

Name :	Dr. Vijay Mallya
Designation :	Chairman
Name :	Mr. Stephan Gerlich
Designation :	Vice Chairman and Managing Director
Name :	Mr. Sharad M Kulkarni
Designation :	Non-Executive Independent Director
Name :	Mr. A K Ravi Nedungadi
Designation :	Non-Executive Independent Director
Name :	Mr. Vimal Bhandari
Designation :	Non-Executive Independent Director
Name :	Mr. Peter Mueller
Designation :	Non-Executive Director
Name :	Mr. Tobias Marchand
Designation :	Non-Executive Director
Name :	Mr. Kaikobad Mistry
Designation :	Non-Executive Director
Name :	Dr. Thomas Hoffmann
Designation :	Whole-Time Director

KEY EXECUTIVES

Name :	Mr. Rajiv Wani
Designation :	Vice President - Law, Patents and Compliance and Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2014

Category of Shareholders	Total No. of Shares	Total Shareholding as a % of total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	8198564	22.39
Sub Total	8198564	22.39
(2) Foreign
Bodies Corporate	17052343	46.57
Sub Total	17052343	46.57
Total shareholding of Promoter and Promoter Group (A)	25250907	68.96
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	3463946	9.46
Financial Institutions / Banks	16101	0.04
Insurance Companies	823591	2.25
Foreign Institutional Investors	2925544	7.99
Sub Total	7229182	19.74
(2) Non-Institutions
Bodies Corporate	1222326	3.34
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2519387	6.88
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	394633	1.08
Any Others (Specify)	2566	0.01
Directors & their Relatives & Friends	53	0.00
Trusts	2513	0.01
Sub Total	4138912	11.30
Total Public shareholding (B)	11368094	31.04
Total (A)+(B)	36619001	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	36619001	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

Sl.No.	Name of the Shareholder	Details of Shares held		Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Bayer Cropscience AG	60,84,591	16.62	16.62
2	Bayer AG	38,44,995	10.50	10.50
3	Bayer SAS	71,22,757	19.45	19.45
5	Bayer Vapi Private Limited	81,98,564	22.39	22.39
	Total	2,52,50,907	68.96	68.96

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Bajaj Allianz Life Insurance Company Ltd	593615	1.62	1.62
2	HDFC Trustee Company Ltd - A/C HDFC MID - Capopportunities Fund	685382	1.87	1.87
3	Indian Syntans Investments Pvt Ltd	492848	1.35	1.35
4	Meenakshi Narayanan Investments Pvt Ltd	411539	1.12	1.12
5	Oppenheimer International Small Co Fund	486158	1.33	1.33
6	PineBridge Investments Asia Ltd A/C Pinebridge Investments GF Mauritius Ltd	484096	1.32	1.32
7	Wasatch Emerging Markets Small Cap Fund	485071	1.32	1.32
	Total	3638709	9.94	9.94

BUSINESS DETAILS

Line of Business :	Manufacture, sale and distribution of insecticides, fungicides, weedicides and various other agrochemical products.
Products :	v Insecticides v Fungicides, v Weedicides v Various Other Agrochemical Products.
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :
Selling :	Not Divulged
Purchasing :	Not Divulged

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

No. of Employees :

Not Divulged

Bankers :

• BNP Paribas
• Central Bank of India
• Citibank N.A.
• Credit Agricola Corporate and Investment Bank
• Deutsche Bank
• HDFC Bank Limited
• Society General
• State Bank of India
• Union Bank of India

Banker Name	Bank of America
Branch Address	Not Divulged
Person Name (With Designation)	Not Divulged
Contact Number	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Auditors :
Name :	Price Waterhouse Chartered Accountant
Solicitors :
Name :	Crawford Bayley and Company Chartered Accountant
Ultimate Holding Company :	Bayer AG, Germany
Parties under common control :	Bayer (China) Limited, China Bayer (South East Asia) Pte Limited, 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 July 01, 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 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 and Company 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 balance are outstanding as at the year end.)
Memberships :	Not Available
Collaborators :	Not Available
Associates/Subsidiaries :	Not Available

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
46300000	Equity Shares	Rs.10/- each	Rs.463.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
36619001	Equity Shares	Rs.10/- each	Rs.366.100 Millions

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.

b) Reconciliation of number of issued, subscribed and paid- up equity shares:

PARTICULARS	As At 31.03.2014
	Number of shares	Amount
Balance as at the beginning of the year	39498747	395.000
Less : shares bought back during the year	2879746	29.000
Balance as at the end of the year	36619001	366.000

C) shares bought back during 5 years immediately preceding the balance sheet :

	Number of shares
Aggregate number of equity shares bought back	2879746

D) Pursuant to the approval of the Board of Directors on July 22, 2013 and Shareholders of the Company through postal ballot, results of which were declared on September 16, 2013, the Company bought back 2,879,746 equity shares (representing 7.29% of the equity capital) at a price of ` 1,580/- per equity share aggregating to 4,550 through the tender offer route, in terms of Public Announcement dated September 18, 2013. After extinguishment of 2,879,746 Equity Shares on November 29, 2013, the Issued, Subscribed and Paid-up Equity Capital of the Company reduced from 39,498,747 equity shares to 36,619,001 equity shares.

Accordingly: (i) the face value of issued, subscribed and paid-up equity share capital is reduced by 29; (ii) 29 has

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; (iii) the premium aggregating to 4,521 has been adjusted from the Surplus in Statement of Profit and Loss.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	366.000	395.000	395.000
(b) Reserves & Surplus	17057.000	18918.000	7532.000
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	17423.000	19313.000	7927.000
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	18.000	0.000
(c) Other long term liabilities	99.000	75.000	65.000
(d) long-term provisions	401.000	384.000	295.000
Total Non-current Liabilities (3)	500.000	477.000	360.000
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	2921.000	1972.000	2605.000
(c) Other current liabilities	2510.000	1949.000	7227.000
(d) Short-term provisions	515.000	439.000	288.000
Total Current Liabilities (4)	5946.000	4360.000	10120.000
TOTAL	23869.000	24150.000	18407.000
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2260.000	2157.000	2449.000
(ii) Intangible Assets	18.000	29.000	29.000
(iii) Capital work-in-progress	2168.000	1271.000	80.000
(iv) Intangible assets under development	0.000	0.000	8.000
(b) Non-current Investments	34.000	37.000	36.000
(c) Deferred tax assets (net)	139.000	0.000	104.000
(d) Long-term Loan and Advances	721.000	743.000	720.000
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	5340.000	4237.000	3426.000
(2) Current assets
(a) Current investments	3.000	0.000	0.000
(b) Inventories	5495.000	5000.000	4995.000
(c) Trade receivables	4099.000	3224.000	2562.000
(d) Cash and cash equivalents	4862.000	9741.000	4299.000
(e) Short-term loans and advances	4039.000	1851.000	2061.000
(f) Other current assets	31.000	97.000	1064.000
Total Current Assets	18529.000	19913.000	14981.000
TOTAL	23869.000	24150.000	18407.000

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	32452.000	27253.000	22723.000
		Other Income	909.000	689.000	453.000
		TOTAL (A)	33361.000	27942.000	23176.000
Less	EXPENSES
		Cost of Materials Consumed	6912.000	5754.000	5013.000
		Purchases of Stock-in-Trade	14074.000	11597.000	10283.000
		Changes in Inventories of semi-finished goods, finished goods and stock-in-trade	(85.000)	95.000	(739.000)
		Employee Benefit Expenses	2040.000	1810.000	1553.000
		Other Expenses	5318.000	4398.000	4086.000
		Profit on Sale of Land and Buildings	0.000	(11906.000)	0.000
		Demolition and Remediation Expenditure	0.000	159.000	579.000
		TOTAL (B)	28259.000	11907.000	20775.000
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		5102.000	16035.000	2401.000
Less	FINANCIAL EXPENSES (D)		48.000	37.000	17.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		5054.000	15998.000	2384.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		646.000	366.000	340.000
	PROFIT BEFORE TAX (E-F) (G)		4408.000	15632.000	2044.000
Less	TAX (H)		1513.000	4015.000	654.000
	PROFIT AFTER TAX (G-H) (I)		2895.000	11617.000	1390.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		16314.000	6090.000	5032.000
Less	APPROPRIATIONS
		Proposed Dividend	201.000	197.000	166.000
		Taxation on Proposed Dividend	34.000	34.000	27.000
		Transferred to General Reserve	290.000	1162.000	139.000
		Premium paid on buy – back of shares	4521.000	0.000	0.000
		Transfer of capital redemption Reserves	29.0000	0.000	0.000
	BALANCE CARRIED TO THE B/S		14134.000	16314.000	6090.000
	EARNINGS IN FOREIGN CURRENCY
		Service Charges recovered from Group Companies	195.000	112.000	68.000
		Proceeds from Global Divestment of Carbaryl	0.000	0.000	24.000
		Reimbursement of Expenses	0.000	0.000	53.000
		Sale of Fixed Assets	0.0000	30.000	0.000
		Export of Goods calculated on F.O.B. basis	4960.000	4582.000	3096.000
	TOTAL EARNINGS		5155.000	4724.000	3241.000
	IMPORTS
		Raw Materials	4768.000	3796.000	2642.000
		Packing Materials	24.000	17.000	17.000
		Stock-in-trade	2594.000	2419.000	1955.000
		Stores and Spare Parts	7.000	15.000	10.000
		Capital Goods	81.000	9.000	107.000
	TOTAL IMPORTS		7474.000	6256.000	4731.000
	Earnings Per Share (Rs.)		75.14	294.11	35.19

QUARTERLY RESULTS

PARTICULARS	30.06.2014 1^st Quarterly	30.09.2014 2^ND Quarterly
	Unaudited	Unaudited
Net Sales	12007.00	12410.000
Total Expenditure	10525.000	9970.000
PBIDT (Excl OI)	1482.000	2440.000
Other Income	209.000	277.000
Operating Profit	1691.000	2717.000
Interest	70.000	80.000
Exceptional Items	0.000	0.000
PBDT	1684.000	2709.000
Depreciation	85.000	48.000
Profit Before Tax	1599.000	2661.000
Tax	514.000	900.000
Provisions and contingencies	0.000	0.000
Profit After Tax	1085.000	1761.000
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	1085.000	1761.000

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	8.92	42.63	6.12
Operating Profit Margin (PBITD/Sales)	(%)	15.72	58.84	10.57
Return on Total Assets (PBT/Total Assets}	(%)	20.48	68.44	11.24
Return on Investment (ROI) (PBT/Networth)		0.25	0.81	0.26
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		3.12	4.57	1.48

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	395.000	395.000	366.000
Reserves & Surplus	7532.000	18918.000	17057.000
Net worth	7927.000	19313.000	17423.000
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	22723.000	27253.000	32452.000
		19.936	19.077

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	22723.000	27253.000	32452.000
Profit	1390.000	11617.000	2895.000
	6.12%	42.63%	8.92%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS – NOT AVAILABLE

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	Yes
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	Yes
18]	Major customers	Yes
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

COMPANY PROFILE:

The Company is a 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.

OPERATIONS:

The Company’s Revenue from Operation (Net) has increased by 19%, from Rs. 27,253 Millions in 2012-13 to Rs. 32,452 Millions in 2013-14. Profit before Exceptional Items and Taxation has increased by 13%, from Rs. 3,885 Millions in 2012-13 to Rs. 4,408 Millions in 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OVERVIEW OF AGRICULTURAL SECTOR

Agriculture is the dominant sector in India and contributes significantly towards growth and sustainability of the Indian economy. More than 50% of India’s population still relies on agriculture and allied activities for employment and livelihood. Indian Agriculture has shown impressive progress over the past four decades and has successfully kept pace with the rising demand for food. Today, Agriculture accounts for nearly 14% of India’s Gross Domestic Product (GDP). It also serves as a source of raw material for a large number of industries. Therefore, a good growth in the agriculture sector has a cascading impact on other industries as well. Since more than two-thirds of India lives in rural areas, increased rural purchasing power is a valuable stimulant for industrial development.

2013-14 was a very good year for Indian Agriculture. Since more than 55% area under agriculture is rainfed, agricultural growth in India is very dependent on the monsoons. 2013 witnessed wide spread and abundant rainfall in most parts of India, resulting in record food grain production of over 263 Million Tonnes, 6 Million Tonnes higher than the production in 2012. Rice production is expected to reach Rs. 106.19 Million Tonnes and Wheat production is expected to touch 95.60 Million Tonnes. A record production has also been achieved for Maize (23.29 Million Tonnes), Tur (3.34 Million Tonnes), all Pulses put together (19.77 Million Tonnes), nine major Oilseeds put together (32.98 Million Tonnes) and Cotton (35.60 Million bales).The Agriculture sector is expected to show a growth of around 4.6% in its GDP contribution during 2013-14.

As a result of the initiatives taken by the Government of India, the share of public investment in Gross Capital Formation in agriculture and allied sectors has been going up in recent years. The increase is mainly due to substantially higher allocation under the Rashtriya Krishi Vikas Yojana (RKVY), which was launched in 2007-08 with an aim to boost the agricultural growth rate and to incentivize states to increase public investment in agriculture and allied sectors.

Based on the resolution adopted by the National Development Council (NDC) to launch a National Food Security Mission (NFSM) in the country to enhance the production of rice, wheat and pulses, additional components were proposed during 2013-14. These components were Accelerated Crop Production Programme (ACCP), need-based inputs under rice, wheat, pulses and coarse cereals, value chain integration, research support to institutions, project to combat climate change (high productivity areas), support to institutes including NGOs for assistance to farmers in remote areas etc. All North Eastern states were also included under NFSM during 2013 - 14.

Similarly under the National Horticulture Mission (NHM), new interventions were included in the scheme such as High Density Plantations (HDP), horticulture mechanization and certification of Good Agricultural Practices (GAP). Besides, cost norms of some of the activities like setting up of nurseries, area expansion, rejuvenation programmers and protected cultivation were revised to provide better incentives to farmers for adopting improved technologies and cultivars. The cost norms and pattern of assistance for Post-Harvest Management (PHM) were enhanced to encourage private sector participation in building PHM infrastructure.

The priority for the government remains increasing productivity, improving supply chain infrastructure and improving realization of produce to farmer by facilitating value chain partnerships. The above initiatives, coupled with private sector participation are expected to boost the growth of Indian Agriculture in 2014.

REVIEW OF FINANCIAL AND OPERATIONAL PERFORMANCE

Bayer Crop Science Limited’s Revenue from operation (Net) increased by 19%, from Rs.27,253 Millions in 2012-13 to Rs. 32,452 Millions in 2013-14. Profit before exceptional items and tax increased by 13%, from Rs.3,885 Millions in 2012-13 to Rs.4,408 Millions in 2013-14.

Today, market leadership is the most sought-after business objective for any brand. It gives leverage to the brand to create better value and hence invest in future growth. In 2013-14, the Company initiated a strategic, internal “Market Leadership Strategy” to accelerate its current leadership position in India. Under this initiative, the broader strategic objectives have been translated in to “Must Win Battles”, which outline how they can strengthen there leadership position in there key crop segments viz. Rice, Vegetables, Fruits, Cotton & Pulses. They have also identified “Key Enablers” which are the key action points that will help us win there “Must Win Battles”.

Innovation is going to play a key role in there ambition of accelerating market leadership. Innovative products, process innovation and innovative solutions will help farmers differentiate us from competition. In order to provide comprehensive solutions to farmers, they are focusing on concepts such as “Bayer Labhsutra”, which helps farmers achieve better ROI by adopting Bayer’s “Seed to Harvest” packages. In 2013, they conducted more than 1,000 field demonstrations to explain this concept to farmers in geographies across India. Farmers have seen convincing results from Bayer Labhsutra, in the form of an increase in quantity and quality of produce and increased net profits.

In the year 2013-14, Bayer Crop Science Limited successfully grew its innovative Crop Protection segment with fl agship products like Confidor, Regent, Nativo and Belt Expert. The fungicides segment grew at an exceptional rate of over 40%. They launched two new Crop Protection products Lesenta and Solomon which received a very good response.

In the Agri-Seeds segment, hybrid rice continued to do very theyll in 2013-14. Arize, there fl agship hybrid rice seed brand grew by about 30%. They launched several new hybrid seed products such as Arize 6129 Gold in hybrid rice, First Class in hybrid cotton, ProAgro 5222 in hybrid mustard and ProAgro 7701 Gold & ProAgro 9444 Gold in hybrid millet. Despite a 2% degrowth in the overall growth of the Seeds industry, the Seeds business of the Company improved its market share by 18% in 2013 over 2012.

In 2013-14, the Company initiated a number of new and innovative projects which helped us gain an edge over competition. Rice farmers in India face issues related to labour availability, reliability and increasing costs due to a short transplanting window. Farmers in intensive cultivation areas are looking for alternate solutions. With the “Bayer GrowPro” initiative, the Company offers customized

“Bayer Healthy Seedlings” which can be mechanically transplanted in the fi eld for Rice farmers. Mechanical Rice Transplanting combined with post transplanting advisory through the Bayer GrowPro Program will provide added value for farmers and create competitive advantages for the Company.

They believe that sustainable partnerships with our value chain partners can go a long way in collaborative growth. The Company leverages these eco-systems through its “Food Chain Partnerships”, which aims at providing farmers with innovative crop protection products, seeds and services, as well as advisory on optimal use of products and applications. Farmers benefit through better market access, more secure income, better technological solutions, higher yields and cost-effective, sustainable use of agrochemicals. In 2013, the Company signed 31 food chain partnerships, across 140 locations, covering more than 62,000 hectares and benefitting 79,000 farmers.

Knowing our consumers well, is the best way of servicing them. The Company has undertaken a massive farmer profiling exercise to segment 3 Million farmers. These insights will help us in reaching and serving them better. They operate in a high inflationary environment; hence quality of sales is as equally important as quantity of sales. They continue to strive for improving there efficiency and effectiveness in operations. They have undertaken several commercial excellence initiatives to improve there information management systems in order to serving there consumers and channel partners better.34

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (contd.)

The Environmental Science business maintained its position as the market leader in the areas of Public Health and Professional Pest Management (PPM). The Company launched two new products in 2013, Quick Bayt for Adult fly control and Agenda 25 EC for termite control. The Company also relaunched Responsar after a gap of 4 years. Both these products will help future growth for the Environmental Science business of the Company.

In the PPM segment, the Company increased its footprint by engaging directly with large Pest Management Professionals (PMPs). These activities yielded good results in growing the Pest Control Operations (PCO) business. The Company’s “Bayer Network Program” which is a global certification programmer for PCOs was piloted in India and now has been institutionalised across the country. The Company has 51 Bayer Network PCOs in 22 cities across India and has increased its sales by 33% among the ‘Bayer

Network’ PCOs.

OPPORTUNITIES AND OUTLOOK

The Indian economy has undergone several structural changes over time. There has been a sharp decline in the share of agriculture to India’s GDP from 55% in 1950-51 to 14% in 2013-14. However the importance of agriculture has not decreased. Despite agriculture’s reduced contribution to the national GDP, a significant section of India’s rural workforce depends on agriculture for their livelihood.

The pressure on agriculture to produce more and raise farmer’s income is high. Though India has achieved self-sufficiency in food grain production, there country still faces a high prevalence of malnourishment and rural poverty. Under these circumstances, there is a greater need for increasing agricultural productivity and agriculture will always remain an important agenda point for policy makers.

The importance of sustainable agriculture and of higher crop yields and quality in producing sufficient food on limited amount of land will increase in years to come. Therefore, the outlook for companies providing Crop Protection, Seeds and other agri-inputs continues to be positive.

Innovation-driven companies will achieve better consolidation in terms of value capture. Better quality molecules, hybrid seeds and the range of other products well-suited for high-value agriculture will ensure growth. Swelling farm incomes, encouraged by good commodity prices, will further encourage farmers in spending on qualitative inputs for achieving higher yields, better quality and a more favorable ROI. Increasing labour shortage and its ever increasing cost will drive mechanisation in agriculture. Farmers will look for mechanised solutions in the area of various agricultural operations.

Foreign Direct Investment (FDI) in retail will have an unprecedented effect on the agri-food sector. The most significant provisions are those relating to back-end infrastructure and the requirements for 30% of products by value to be sourced from small and medium enterprises. These policies will have a major impact throughout the entire value chain. Farmers, who are the most important link in the value chain will benefi t immensely. Currently their key concern is getting a good price for their produce with minimum wastage, reliable demand and access to timely inputs and information.

Expansion of modern retail will also drive consumer demand for newer and better products which will increase crop diversification. This will help farmers leverage the latest technologies and crop varieties to meet changing demand patterns. This will also drive employment opportunities in rural areas. While the government has taken proactive steps to give remunerative prices to farmers, the full benefit will flow to them with the strengthening of procurement and improved distribution systems. The Company with its strong focus on providing innovative solutions is well-positioned to partner farmers in this journey of achieving higher productivity. With a strong pipeline of products which are aimed at providing comprehensive solutions to diverse farming needs, they are confident of achieving the desired business objectives.

Understanding farmers’ requirements and providing customized solutions has been the strength of the Company over the years. There network of over 3,000 trained farm advisors and a well-qualifi ed sales team coupled with there extensive distribution network will continue to deliver the right solution at the right time to farmers.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90235976	19/01/2000	150,000,000.00	CENTRAL BANK OF INDIA	JEHANGIR WADIA BUILDING, M.G. ROAD, MUMBAI, MAHARASHTRA - 400023, INDIA	-
2	90234434	16/04/1998	236,000,000.00	UNION BANK OF INDIA	INDUST. FINANCE BRANCH, NARIMAN POINT, BOMBAY, MAHARASHTRA - 400027, INDIA	-
3	90235729	03/05/1996	50,000,000.00	BANQUE NATIONALE DE PARIS	FRENCH BANK BUILDING, FORT, MUMBAI, MAHARASHTRA -  400001, INDIA	-
4	90234228	22/04/1996	7,500,000.00	BANK OF AMERICA	18 BRUCE STREET, MUMBAI, MAHARASHTRA - 400001, INDIA	-
5	90234223	28/06/1996 *	51,700,000.00	BANK OF INDIA	NARIMAN POINT BRNCH, BOMBAY, MAHARASHTRA - 400021, INDIA	-
6	90234210	20/02/1996	10,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, JUSTICE G.N. VAIDYA MARG, MUMBAI, MAHARASHTRA - 400023, INDIA	-
7	90234121	20/04/1995	100,000,000.00	UNION BANK OF INDIA	INDUSTRIALD FINANCE BRANCH, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
8	90234118	05/04/1995	80,000,000.00	UNION BANK OF INDIA	INDUST. FINANCE BRANCH, NARIMAN POINT, BOMBAY, MAHARASHTRA - 400027, INDIA	-
9	90235670	22/03/1995	4,000,000.00	PUNJAB NATIONAL BANK	I.F.B., MAKER TOWER, MUMBAI, MAHARASHTRA - 400005, INDIA	-
10	90234008	03/06/1994	100,000,000.00	UNION BANK OF INDIA	I.F.B., NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
11	90235554	22/05/1993 *	4,000,000.00	PUNJAB NATIONAL BANK	I.F.B., MAKER TOWER, MUMBAI, MAHARASHTRA - 400005, INDIA	-
12	90233874	26/11/1992	6,000,000.00	STATE BANK OF INDIA	INDUST. FINANCE BRANCH, FORT, BOMBAY, MAHARASHTRA - 400022, INDIA	-
13	90233820	12/09/1995 *	10,000,000.00	PUNJAB NATIONAL BANK	I.F.B., MAKER TOWER, MUMBAI, MAHARASHTRA - 400005, INDIA	-
14	90235511	03/03/1993 *	150,000,000.00	THE INDUSTRIAL CREDIT AND INVEST. CORP. OF INIDA L  IMITED	163; BACKBAY RECLAMATION, MUMBAI, MAHARASHTRA - 400020, INDIA	-
15	90233769	29/08/1991	5,000,000.00	STATE BANK OF INDIA	I.F.B., MUMBAI, MAHARASHTRA, INDIA	-
16	90233740	07/05/1991	20,000,000.00	I.D.B.I.	IDBI TOWER, COLABA, MUMBAI, MAHARASHTRA - 400005, INDIA	-
17	90233433	16/06/1987	32,000,000.00	UNION BANK OF INDIA	V.N. ROAD BRANCH, RAJ MAHAL, MUMBAI, MAHARASHTRA - 400020, INDIA	-
18	90235322	01/07/1986	1,856,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, MUMBAI, MAHARASHTRA, INDIA	-
19	90233341	07/01/1986	1,115,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, JUSTICE G.N. VAIDYA MARG, MUMBAI, MAHARASHTRA - 400023, INDIA	-
20	90233059	12/01/1980	4,500,000.00	STATE BANK OF INDIA	INDUST. FINANCE BRANCH, FORT, BOMBAY, MAHARASHTRA - 400022, INDIA	-

* Date of charge modification

STATEMENT OF UNAUDITED RESULT FOR THE QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2014

(Rs. in Millions)

Particulars	Quarter Ended		Year to Date
	30.09.2014	30.06.2014	30.09.2013
	(Unaudited)	(Unaudited)	(Unaudited)
Income from Operations
(a) Net Sales/Income from Operations (Net of Excise duty)	12151.000	11724.000	23875.000
(b) Other Operating Income	259.000	283.000	542.000
Total Income from Operations (Net)	12410.00	12007.000	24417.000
Expenses
Cost of material consumed	2479.000	2017.000	4496.000
Purchase of stock in trade	4357.000	8388.000	12745.000
Changes in inventories of finished goods, in progress and Stock- in- trade	924.000	(2116.000)	(1192.000)
Employee benefit expenses	499.000	658.000	1157.000
Depreciation and amortisation expenses	48.000	85.000	133.000
Other Expenses	1711.000	1578.000	3289.000
Total Expenses	10018.000	10610.000	20628.000
Profit from Operations before other income, Finance cost and Exceptional items	2392.000	1397.000	3789.000
Other Income	277.000	209.000	486.000
Profit from ordinary activities before finance costs and Exceptional items (3+4)	2669.000	1606.000	4275.000
Finance Costs	8.000	7.000	15.000
Profit from ordinary activities after finance costs but before Exceptional items (5-6)	2661.000	1599.000	4260.000
Exceptional items:
Profit on sale of land and building	-	-	-
Demolition and Remediation	-	-	-
Exceptional items	-	-	-
Profit/Loss from ordinary activities before tax (7+8)	2661.000	1599.000	4260.000
Tax Expense	900.000	514.000	1414.000
Net Profit from ordinary activities after tax (9-10)	1761.000	1085.000	2846.000
Paid up Equity Share Capital ( Face Value Rs.10 each)	366.000	366.000	366.000
Reserves excluding revaluation reserves as per balance sheet of previous year accounting
Earning Per Share (basic and dillute) (non audited)	48.11	29.64	77.75

	Quarter Ended		Year to Date
	30.09.2014	30.06.2014	30.09.2014
	(Unaudited)	(Unaudited)	(Unaudited)
PARTICULARS OF SHARE HOLDING PUBLIC SHAREHOLDING
No of Equity Shares	11368094	11368094	11368094
% of Share holding	31.04%	31.04%	31.04%
Promoters and Promoter Group a) Pledged / Encumbered Shareholding
- Number of Equity shares	Nil	Nil	Nil
- %of shares (of the total shareholding of promoter and promoter group)	N.A.	N.A.	N.A.
- Percentage of shares (of the total share capital of the Company)	N.A.	N.A.	N.A.
b) Non - encumbered
- Number of Equity shares	25250907	25250907	25250907
%of shares (of the total shareholding of promoter and promoter group)	100%	100%	100%
- Percentage of shares (of the total share capital of the	68.96%	68.96%	68.96%

PARTICULARS	3 Months ended 30.09.2014
INVESTOR COMPLAINTS
Pending at the beginning of the quarter	Nil
Received during the quarter	Nil
Disposed of during the quarter	Nil
Remaining unresolved at the end of the quarter	Nil

Notes:

1. The company has only reportable business i.e. Agri Care. The company’s business is seasonal in nature and hence quarterly figures are not representative of the full year performance.
2. The depreciation expenses for the quarter and six months ended September 30, 2013 includes additional depreciation charges Rs. 82.000 millions on account of economic useful life of the fixed assets of the company and charges of Rs. 177.000 millions
3. Statement of Assets and Liabilities
4. Pursuant to the Board of Directors on July 22,2013and shareholders of the company approval for proposal to sell either the whole or in part the manufacturing units and facilities of the company located at Ankleshwar and Subsequent execution on “Business Transfer Agreement”. The company has recognized an impairment loss of Rs. 177.000 Millions during the quarter and six months ended September 30, 2013. The sales pursuant to both the agreement will be recognized subject to satisfactory fulfilment of certain conditions and receipt of such government approval or permission, as may be required.
5. Pursuant to the Board of Directors at its meeting held on September 17,2014 the company declared payments of interim dividend of Rs. 4.00 per equity Share
6. The above results have been reviewed and recommended by the audit committee and approved by the company at its meeting held on November 11,2014. The above results have been subject to limited review by the statutory by the auditors of the company.
7. Previous period ‘s figures have been regrouped where necessary.

(Rs. In Millions)

Particulars	30.09.2014
Equities and Liability
[A] SHAREHOLDERS FUNDS
1] Share Capital	366.000
2] Reserves & Surplus	19732.00
Sub Total	20098.000
[B] Non Current Liability
1] Other long term liabilities	22.000
2] long-term provisions	442.000
Sub Total	464.000
[C] Current Liabilities
1] Trade Payable	4432.000
2] Other Current Liability	2864.000
3] Short-Term Provision	1608.000
Sub Total	8904.000
Total Equity and Liability	29466.000
ASSETS
[I] Non Current Assets
a) Fixed assets	3188.000
b) Non Current Investment	34.000
c)Differed Tax Assets (Net)	89.000
d) Long Term Loan and Advances	675.000
Sub Total Non Current Assets	3986.000
[II] Current Assets
a) Inventories	6370.000
b) Trade Receivable	11506.000
c) Cash and Cash Equivalents	3078.000
d) Short Term Loan and Advances	4507.000
e) Other Current Assets	19.000
Sub Total Current Assets	25480.000
TOTAL – Current Assets	29466.000

FIXED ASSETS

TANGIBLE ASSETS

• Freehold Land
• Leasehold Land
• Buildings
• Plant and Equipment
• Furniture and Fixtures
• Leasehold Improvements
• Vehicles
• Office Equipment (including Computers)

INTANGIBLE ASSETS

• Goodwill
• Computer Software
• Technical Knowhow

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.63.28
UK Pound	1	Rs.98.38
Euro	1	Rs.76.30

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	KRN
Report Prepared by :	ANU

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILITY	1~10	7
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		70

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.