Dear Members,
 
 The Directors take pleasure in presenting the 53rd Annual Report on
 the business and operations of the Company together with the audited
 Statements of Accounts along with the Report of the Auditors for the
 financial year ended 31st March, 2011.
 
 Financial Performance:
 
                                                   Rs. in million
 
 Particulars                                2010-11      2009-10
 
 Net Sales and Other Operating Income      21,392.71    17,241.06
 
 Other Income                                 184.96       252.53
 
 Total Income                              21,577.67    17,493.59
 
 Profit before Interest, Depreciation, 
 Exceptional Items and Taxation             2,433.44     2,430.15
 
 Less : Interest                              (79.11)     (114.50)
 
 Less : Depreciation/ Amortisation           (326.89)     (264.42)
 
 Profit before Exceptional Items and 
 Taxation                                   2,027.44     2,051.23
 
 Less : Exceptional Items                     (37.78)      (86.78)
 
 Profit for the year Before Tax             1,989.66     1,964.45
 
 Less : Taxes                                (674.22)     (691.91)
 
 Profit for the year After Tax              1,315.44     1,272.54
 
 Add : Profit & Loss balance brought forward
 from previous year                         4,032.03     3,070.98
 
 Amount available for Appropriation         5,347.47     4,343.52 
 
 Appropriations:
 
 Proposed Dividend                            158.00      158.00
 
 Taxation on Proposed Dividend                 25.63       26.24
 
 Transferred to General Reserve               131.54      127.25
 
 Profit & Loss Balance Carried Forward      5,032.30    4,032.03
 
 Operations:
 
 Your Company''s profit after tax increased to Rs. 1,315.44 million during
 the year ended 31 st March, 2011 as compared to Rs. 1,272.54 million in
 the previous year, an increase of 3.37%.
 
 Dividend:
 
 The Board of Directors is pleased to recommend the payment of dividend
 of Rs.4 per Equity Share ofRs. 10 each for the financial year ended 31st
 March, 2011, subject to the approval of members (previous year Rs. 4 per
 Equity Share of Rs. 10 each). The proposed dividend will absorb a sum of
 Rs. 158 million. The Register of Members will remain closed from
 Thursday, 11th August, 2011 to Thursday, 25th August, 2011 (both days
 inclusive).
 
 Exports:
 
 Your Company is a recognised Export House. The export sales (FOB) for
 the year ended 31st March, 2011 was Rs. 2,362.89 million compared to Rs.
 1,518.46 million during the previous year.
 
 Public Deposits:
 
 A sum ofRs. 15,000 relating to 1 deposit, which was claimed, but not
 encashed, remained balance as on 31st March, 2011. No interest is
 payable on such unclaimed deposit after the maturity date. During the
 year under review, your Company has not accepted any public deposits.
 
 Insurance:
 
 The Company''s assets continue to be adequately insured against the risk
 of fire, riot, earthquake, terrorism and the risk of loss of profits,
 among other things.
 
 In addition to the above, adequate coverage has been taken to cover
 public liability and product liability claims. Also, all the employees
 are covered against the risk of hospitalisation and personal accident.
 
 Foreign Exchange Management:
 
 The Company''s exposure to foreign exchange risk comprises the risk of a
 foreign currency versus the local currency. The goal is to reduce the
 negative impact of the risks arising from fluctuations in exchange
 rates in the earnings. The majority of the Forex transactions are
 denominated in US dollar. To mitigate the currency fluctuations, the
 net exposure of the Bayer Group is hedged after taking advantage of the
 natural hedge at the end of each month. Foreign currency loans
 including interest are completely hedged.
 
 Directors'' Responsibility Statement:
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the Directors confirm that, to the best of their knowledge and
 belief;
 
 1.  in the preparation of the annual accounts, the applicable
 accounting standards have been followed;
 
 2.  appropriate accounting policies have been selected and applied
 consistently and such judgements and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as on 31st March, 2011 and of the profit of
 the Company for the financial year ended 31st March, 2011;
 
 3.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 4.  the annual accounts have been prepared on a going concern basis.
 
 Responsible Care and Quality:
 
 Your Company was awarded The Best Green Belt Award from the Chief
 Minister of Gujarat for its Ankleshwar plant.
 
 Your Company observed National Safety week and Fire Prevention week and
 conducted various activities throughout the week to spread awareness
 amongst its employees.
 
 Your Company, covering all the manufacturing units, all India business
 operations and supporting services, was audited on Quality Management
 System by TUV India Private Limited (TUV) and the Company was
 recertified to ISO 9001:2008 certificate. The Environmental Management
 System for Himatnagar and Ankleshwar plants was audited by TUV and was
 recommended continuation of ISO 14001:2004 certificate.
 
 Continual improvement and sustainability resulted in conservation of
 energy, reduction in waste generation, recycling of resources and cost
 savings.
 
 Your Company accords high priority to health, safety and environment.
 
 Material Developments during the financial year:
 
 In follow up to the incident that occurred at the Ankleshwar site,
 Gujarat, on 11th March 2010, the Company on 11th April, 2011 was
 granted permanent re-instatement of all permissions for production of
 all products, except Ethoprophos from the relevant authorities'' in
 Gujarat. Subsequently permanent re-instatement of permission for
 production of Ethoprophos was granted on 20th April, 2011.
 
 Your Company''s Board had approved the sale of around 100 acres of land
 at Thane. The Company has entered into a non-binding and exclusive
 agreement, for the proposed sale of the land, with Agile Real Estate
 Private Limited. The Company has received an earnest amount ofRs. 2,600
 million for this exclusive arrangement. The Conveyance, Transfer, Sale
 and Possession of the said Thane land will be completed at a future
 date, subject to relevant approvals and permissions from the Government
 & other Statutory Authorities, as may be deemed necessary.
 
 Corporate Sustainability and Social Responsibility:
 
 The Bayer Group believes that its technical and commercial expertise
 entails a duty to contribute to sustainable development. The main areas
 that Bayer in India is involved in include Learning & Child Education,
 Youth Environmental Partnerships, Emergency Response, Partnerships with
 Associations to combat social and environmental problems and activities
 in the vicinity of the sites where Bayer has operations.
 
 Making Science Make Sense Program (MSMS)
 
 MSMS is an initiative that advances science literacy among students
 through hands-on, inquiry-based science learning. The program is
 designed in a specific way that includes live demonstrations,
 experiments, audio-visual tools and interactive sessions to enhance the
 learning experience and make sure that science is taught in a way
 that''s enjoyable and fun. Currently, 20 schools in Mumbai and 4 schools
 in Ankleshwar participated in this program.
 
 Bayer Young Environmental Envoy Program
 
 As a research-based enterprise, Bayer also places great emphasis on
 promoting science education for the youth and has, therefore, been
 committed to promoting youth environmental programs for many years. In
 cooperation with the United Nations Environment Program, Bayer
 organises and promotes a number of specific projects which aim to
 improve knowledge about the environment among the youth and support
 them in their environmental commitment. Under the Bayer Young
 Environment Envoy Program, the participating students win a chance to
 represent India, alongwith youth delegates from other countries on an
 ''all - expense'' paid study trip to Germany every year. The week long
 study trip gives students the unique opportunity to gain a first hand
 experience of best environmental protection practices by the Company,
 people and Government in industrialised countries.
 
 Child Care Program (CCP): A social intervention model for tackling
 child labour and protecting their right to education
 
 The CCP is one of the most successful initiatives of Bayer in India. No
 children in the hybrid cotton seed fields - that''s the principle of
 Bayer. For the past 5 years, Bayer has worked effectively to implement
 a comprehensive multilevel CCP. The program has been rolled out in
 Andhra Pradesh, Karnataka and Tamil Nadu where Bayer has contract
 cotton seed production. It aims at getting children off the fields of
 contract farmers and into schools.
 
 Learning for Life project - Impacting lives
 
 A key component of the CCP is the educational module under the broader
 ''Learning for Life'' initiative. It provides out-of-school children from
 cotton seed production farms with an access to education.
 
 The Bayer-Ramanaidu Vignana Jyothi School of Agriculture was
 established as a part of the ''Learning for Life'' strategy to foster
 education.  This is a first-of-its-kind model developed and
 successfully implemented in an industry with a farm-based supply chain.
 
 Your Company remains committed to Social Responsibility by continuing
 to be involved in community projects. The Bayer Group also undertakes
 several initiatives around the sites where it has operations. For
 example your Company organised transport and books for the differently
 abled children of Holy Cross Convent School, Thane and also distributed
 school uniforms, medicines and other school supplies to schools in the
 vicinity of Ankleshwar and Thane. Over the years, tree plantation
 drives have also been successfully implemented.
 
 As an extension of the Company''s activities in Sustainable Development
 and Climate Program, Bayer in India has enrolled itself as an
 invitational member with The Energy and Resources Institute - Business
 Council for Sustainable Development (TERI - BCSD). TERI- BCSD India is
 an independent and credible platform for corporate leaders to address
 issues related to sustainable development and promote leadership in
 environmental management, social responsibility and economic
 performance.
 
 Bayer considers sustainable development to be the central model for
 companies in the 21st century. As a result, Bayer is committed to
 structuring its business processes in such a way that they meet the
 economic, ecological and social needs of society without compromising
 on development opportunities for future generations.
 
 Human Resources:
 
 This year, the employees of your Company participated in the Bayer
 Employee Survey and achieved excellent results. The survey was held
 across the Bayer Group Companies worldwide and Bayer CropScience in
 India showed significantly higher engagement scores. The engagement
 score of Bayer CropScience in India was 97%.
 
 The importance of personal growth was reaffirmed with the launch of 26
 different training and development initiatives to help the employees
 find their bearings in an increasingly challenging and complex work
 environment. More than 900 employees participated in 26 training
 initiatives and 72 participants were nominated for 37 external training
 programs.
 
 In line with Bayer''s philosophy of Grow from Within, a large number
 of employees went through Assessment Center exercise during the year
 and qualified for promotion at National Level. The Assessment Center
 was conducted based on the specific skills and competencies identified
 in the XCEDO (BCS Training Academy).
 
 In continuation to last year''s efforts towards providing opportunities
 for Learning and Development to the employees, the second batch of
 Bayer Management Program NEIV was rolled out in October 2010 with 32
 participants from across the Bayer Group in India.
 
 An extension of BCS Training Academy - Kalpavruksh Prabodhini continued
 with providing training programs focusing on our Industrial Operations
 Group.
 
 Your Company further continued its strong Employer Branding initiatives
 and built upon its Corporate Image in the market.
 
 Employee relations during the year were harmonious and cordial.
 
 Information pursuant to Section 217(2A) of the Companies Act, 1956:
 
 The information as prescribed by Section 217(2A) of the Companies Act,
 1956, read along with the Companies (Particulars of Employees) Rules,
 1975, as amended is set out as an annexure to the Directors'' Report.
 However, as per the provisions of Section 219(1)(b)(iv) of the
 Companies Act, 1956, the Directors'' Report and Accounts are being sent
 to the members excluding the statement giving particulars of employees
 under Section 217(2A). Any member interested in obtaining a copy of the
 statement may write to the Company Secretary at the Registered Office
 of the Company.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo:
 
 The information required under Section 217(1)(e) of the Companies Act,
 1956 read along with the Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988 with respect to these
 matters forms part of this Report and is annexed hereto.
 
 Corporate Governance:
 
 Your Company believes in transparency and has always maintained a very
 high level of Corporate Governance. As required by Clause 49 of the
 Listing Agreement, a detailed Report on Corporate Governance is given
 as an Annexure to this Report. Your Company is in full compliance with
 the requirements and disclosures that have to be made in this regard. A
 certificate from a Company Secretary in whole-time practice confirming
 compliance of the Corporate Governance requirements by the Company is
 attached to the Corporate Governance Report.
 
 Management Discussion and Analysis:
 
 A detailed review of operations, performance and future outlook of the
 Company is given separately under the head Management Discussion &
 Analysis Report.
 
 Directors:
 
 Dr. Vijay Mallya and Mr. A.K.R. Nedungadi retire by rotation and being
 eligible, offer themselves for re-appointment. A brief profile of Dr.
 Mallya and Mr. Nedungadi is given under the Corporate Governance
 Report.
 
 Cost Audit:
 
 In accordance with the directive received from the Central Government,
 every year, an audit of the cost accounts relating to Insecticides
 manufactured by the Company is required to be conducted by an auditor
 with the requisite qualifications as prescribed under Section 233B of
 the Companies Act, 1956.
 
 The Board of Directors has appointed M/s. N. I. Mehta and Co.,
 qualified Cost Accountants for the conduct of the audit of Insecticides
 - Technical Grade for the year ending 31 st March, 2012. The requisite
 approval from the Central Government for their appointment has been
 received. In terms of the Cost Audit Report Rules, 2001 the Cost Audit
 Report is required to be filed within 180 days from the end of the
 financial year. Your Company filed the Cost Audit Report for the year
 ended 31st March, 2010 on 19th September, 2010. The Cost Audit Report
 for the year ended 31st March, 2011 will be filed on or before 30th
 September, 2011.
 
 Auditors:
 
 M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No.
 007568S) retire as Statutory Auditors at the conclusion of the ensuing
 Annual General Meeting and are eligible for re-appointment. M/s. Price
 Waterhouse, (Firm Registration No. 007568S) have communicated their
 unwillingness to be re-appointed as Auditors. The Board of Directors
 has on recommendation of the Audit Committee proposed the appointment
 of M/s. Price Waterhouse (Firm Registration No. 301112E) for the
 approval of the members at the ensuing Annual General Meeting. The
 Company has received a special notice from a member, in terms of
 provisions of Section 225 of the Companies Act, 1956, read with Section
 190, proposing the appointment of M/s. Price Waterhouse (Firm
 Registration No. 301112E) as the Auditors of the Company from the
 conclusion of the ensuing Annual General Meeting till the conclusion of
 the next Annual General Meeting. Members are requested to consider and
 appoint M/s. Price Waterhouse (Firm Registration No. 301112E) as the
 Auditors of the Company for the year ending 31 st March, 2012.
 
 A certificate from them has been received, to the effect that their
 appointment as Auditors of the Company, if made, would be within the
 limits prescribed under Section 224 (1B) of the Companies Act, 1956.
 
 Acknowledgements:
 
 The Board places on record its sincere appreciation for the dedicated
 services rendered by employees at all levels and the constructive
 cooperation extended by the staff unions and the officers'' association.
 Your Directors would like to express their grateful appreciation for
 the assistance and support extended by all customers, government
 authorities, financial institutions, banks, shareholders, suppliers and
 other business associates. We also acknowledge the continual support
 and guidance from Bayer AG, Bayer CropScience AG and Bayer SAS.
 
 For and on behalf of the Board of Directors 
 
 Bayer CropScience Limited
 
 Dr. Vijay Mallya
 Chairman
 
 
 Leverkusen, Germany, 19th May, 2011