Bayer Cropscience Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2020

NOTES:



1. The Company has only one reportable business segment, i.e. "Agri Care". The Company’s business is seasonal in nature and hence quarterly figures are not necessarily representative of the full year's performance.



2. The figures for the current quarter ended March 31, 2020 and quarter ended March 31, 2019 are balancing figures between the audited figures in respect of the full financial year ended March 31, 2020 and March 31, 2019, respectively and published year to date figures up to nine months ended December 31, 2019 and December 31, 2018, respectively which were subjected to limited review.



3. Exceptional items consist of:

(i) Expense in relation to separation of employees arising from restructuring measures due to amalgamation of Monsanto India Limited with Bayer CropScience Limited and Bayer 2022 global efficiency program.

(ii) Amalgamation related expenses i.e. stamp duty, professional/ consulting fees and other costs.



4. The Scheme of Amalgamation (‘the Scheme’) of Monsanto India Limited (MIL) with Bayer CropScience Limited (‘BCSL) was approved by Hon’ble National Company Law Tribunal vide its order dated September 13, 2019 (‘the NCLT Order’). The certified copy of the NCLT Order was filed with Registrar of Companies on September 16, 2019. Consequently the Scheme has become operative from September 16, 2019 (‘Effective Date’) and effective from April 1, 2019 ('Appointed Date’).



The Company has accounted the amalgamation as per Appendix C of Ind AS 103 – ‘Business Combinations’ as common control transaction from June 7, 2018, the date on which common control was achieved by Bayer AG because of global acquisition of Monsanto Company, USA. Accordingly, the results for the quarter and year ended March 31, 2020 include results of erstwhile MIL for the entire period whereas the results for the year ended March 31, 2019 include results of erstwhile MIL from June 7, 2018 and therefore these are not comparable.All assets and liabilities of the erstwhile MIL have been transferred to and vested in the Company at its carrying value w.e.f. June 7, 2018 and the excess of face value of the new shares allotted and the carrying amount of investments in erstwhile MIL over the net value of assets, liabilities and reserves of erstwhile MIL amounting to Rs. 3,845 Million has been debited to General Reserve.



In consideration of the amalgamation, BCSL has allotted 2 (two) equity shares of Rs. 10/- each credited as fully paid up shares of BCSL, for every 3 (three) equity shares of Rs. 10/- each in MIL, to those whose name are recorded in the register of members on September 30, 2019 ('Record date') on receipt of listing approval from BSE on November 14, 2019.



5. Pursuant to The Taxation Laws (Amendment) Ordinance 2019, promulgated on September 20, 2019, the Company intends to exercise the option u/s 115 BAA of the Income Tax Act, 1961 to compute income tax at the revised rate (i.e. @ 25.17% inclusive of surcharge & cess) from the current financial year. Accordingly, the Company has recognized Provision for Income tax for the quarter and year ended March 31, 2020 and re-measured its Deferred tax assets/ liabilities basis the said revised rate. The full impact of this change was recognised in quarter ended September 30,2019.



6. Effective April 1, 2019, the Company has adopted Ind AS 116 - Leases using the modified retrospective method. Under modified retrospective approach, the Company has recorded lease liability at the present value of the remaining lease payments, discounted at the incremental borrowing rate and the right of use asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments related to that lease recognized under Ind AS 17 - Leases. The adoption of this standard did not have any significant impact on the profit and earning per share for the quarter and year ended March 31, 2020.



7. In view of the nationwide lockdown announced by the Government of India to control the spread of COVID-19, the Company’s business operations were temporarily disrupted. The Company has resumed operations in a phased manner as per government directives. The Management has considered the possible effects, if any, that may result from the pandemic on the carrying amounts of current assets after considering internal and external sources of information including the possible future uncertainties in the global economic conditions as at the date of approval of these financial results. Given the uncertainties associated with pandemic's nature and duration, the actuals may differ from the estimates considered in these financial results. The Company continues to closely monitor the rapidly changing situation.



8. The above results have been reviewed and recommended by the Audit Committee and approved by the Board of Directors of the Company at its meeting held on May 22, 2020. The financials results for the year ended March 31, 2020 have been audited and for the quarter ended March 31, 2020 have been reviewed by the statutory auditors of the Company and they have expressed an unmodified opinion thereon.



9. The Board of Directors has recommended a dividend of Rs. 25.00 per share for the year ended March 31, 2020 amounting to Rs. 1,124 Million for 44,942,092 Equity Shares of Rs. 10/- each.



10. Cash flow statement for the year ended March 31, 2020 is not included as there is no suitable place available in the format.