Bayer Cropscience logo

Bayer Cropscience CEO, MD, chairman, board of directors and AGM

NSE: BAYERCROPBSE: 506285Fertilizers & AgrochemicalsSmall Cap

Last close ₹3,383.50down ₹66.10 (1.92%)BSE ₹3,386.30

Share price at the NSE close on 23 Oct 2026. Previous close ₹3,449.60.

52-week range of traded prices to 23 Oct 2026
₹3,312.00Low, 23 Oct 2026₹5,069.00High, 27 Oct 2025
Market cap
₹15,206 Cr343rd largest listed
P/E
20.8
P/B
5.1
Dividend yield
4.43%
ROE
25.2%
ROCE
26.2%
Debt to equity
0.00
Volume, NSE
45,31441.9% delivered

Bayer Cropscience board of directors

At the end of the quarter to Jun 2026, as the company filed it; changes since are in its announcements.Their trades in its shares

  • ChairpersonPankaj Ramanbhai Patel
  • Managing director and CEOSimon-Thorsten Wiebusch
  • Company Secretary and Compliance OfficerMs. Bharati Shetty

7 directors3 independent2 executive2 non-executive

  • Pankaj Ramanbhai Patel · ChairpersonIndependent · joined Jul 2016 · reappointed Sep 2021 · 120 months as independent · 2 listed boards · 1 as independent · 3 committee seats, 1 as chair
  • Simon-Thorsten Wiebusch · Managing director and CEOExecutive · joined Nov 2023 · 1 listed board · 1 committee seat
  • Vinit Rajesh JindalExecutive · joined Mar 2025 · 1 listed board · 1 committee seat
  • Radhika RajanIndependent · joined Jul 2024 · 23 months as independent · 3 listed boards · 3 as independent · 2 committee seats, 1 as chair
  • Thomas HoffmannNon-executive · joined Sep 2019 · reappointed Aug 2020 · 1 listed board · 1 committee seat
  • Sanjiv RangrassIndependent · joined Aug 2025 · 11 months as independent · 1 listed board · 1 as independent · 1 committee seat
  • Jana Marlen AckermannNon-executive · joined Mar 2025 · 1 listed board

An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.

3 directors who left
  • Sekhar Natarajan, left 6 Aug 2025: Tenure Completion
  • Simon Johannes Britsch, left 28 Feb 2025: Others
  • Miriam Holstein, left 28 Feb 2025: Others

Committees and meetings

Who sits on each, and how often they met.Board meeting notices and outcomes

  • Board

    • 26 May 20266 of 7 present3 independent · 103 days in between
    • 11 Feb 20267 of 7 present3 independent

  • Audit Committee

    Chair Radhika Rajan

    Sanjiv Rangrass, Thomas Hoffmann, Pankaj Ramanbhai Patel

    • 26 May 20263 of 4 present3 independent
    • 11 Feb 20264 of 4 present3 independent

  • Nomination and remuneration committee

    Chair Radhika Rajan

    Sanjiv Rangrass, Thomas Hoffmann

    • 26 May 20262 of 3 present2 independent · 42 days in between
    • 13 Apr 20263 of 3 present2 independent · 60 days in between
    • 11 Feb 20263 of 3 present2 independent

  • Stakeholders Relationship Committee

    Chair Pankaj Ramanbhai Patel

    Simon-Thorsten Wiebusch, Vinit Rajesh Jindal

    • 11 Feb 20262 of 3 present0 independent

  • Risk Management Committee

    Chair Simon-Thorsten Wiebusch

    Sanjiv Rangrass, Vinit Rajesh Jindal

    • 11 Feb 20263 of 3 present1 independent

  • Corporate Social Responsibility Committee

    Chair Simon-Thorsten Wiebusch

    Pankaj Ramanbhai Patel, Radhika Rajan, Vinit Rajesh Jindal

    • 26 May 20264 of 4 present2 independent
    • 11 Feb 20264 of 4 present2 independent

Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.

Statutory auditor

Named in the results for the quarter to Jun 2026.

  • DELOITTE HASKINS & SELLS LLPPeer-review certificate valid to Jul 2027

A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.

Bayer Cropscience AGM and shareholder votes

Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.Bayer Cropscience dividend history

Postal ballot, 13 Oct 2026

62,695 shareholders on the register on 7 Sep 2026; votes counted by S. N. Viswanathan / M/s. S. N. Ananthasubramanian & Co., Company Secretaries.The company's voting result (opens in a new tab)

  1. Appointment of Mr. Ravi Moti Kirpalani (DIN: 02613688) as Non-Executive Independent Director of the Company.
    Special
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.00% · other public 1.19%

    Turnout: all 86.68% · promoters 100.00% · institutions 94.04% · other public 4.43%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

Annual general meeting, 19 Aug 2026, 5 resolutions

61,683 shareholders on the register on 12 Aug 2026; present: 5 promoters and 62 others; votes counted by Mr. Bhaskar Upadhyay / M/s. NL Bhatia and Associates.The company's voting result (opens in a new tab)

  1. To receive, consider and adopt the Audited Financial Statements together with the Reports of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2026.
    Ordinary
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.05% · other public 1.83%

    Turnout: all 85.59% · promoters 100.00% · institutions 90.59% · other public 0.17%

  2. To confirm the payment of Interim Dividend of Rs. 90/- per equity share and to declare Final Dividend of Rs. 60/- per equity share for the financial year ended March 31, 2026.
    Ordinary
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.05% · other public 0.61%

    Turnout: all 85.59% · promoters 100.00% · institutions 90.59% · other public 0.17%

  3. To appoint a Director in place of Ms. Jana Marlen Ackermann (DIN: 10849470), who retires by rotation and being eligible offers her candidature for re-appointment
    Ordinary
    99.17% for0.83% against

    Against: promoters 0.00% · institutions 4.98% · other public 13.43%

    Turnout: all 85.59% · promoters 100.00% · institutions 90.59% · other public 0.17%

  4. Approval of Material Related Party Transactions with Bayer AG
    OrdinaryPromoters have an interest in it
    99.92% for0.08% against

    Against: promoters 0.00% · institutions 0.05% · other public 17.16%

    Turnout: all 14.16% · promoters 0.00% · institutions 90.59% · other public 0.17%

  5. Ratification of the remuneration payable to M/s. D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), Cost Auditors of the Company for the Financial Year ending March 31, 2027.
    Ordinary
    99.99% for0.01% against

    Against: promoters 0.00% · institutions 0.05% · other public 9.21%

    Turnout: all 85.59% · promoters 100.00% · institutions 90.59% · other public 0.17%

For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.

How mutual funds voted

Fund houses must disclose how they vote at every meeting of a company they hold.Funds that hold it

Mutual fund votes, meeting of 19 Aug 2026, 9 fund houses so far (houses' deadline to file 15 Oct 2026)

  • To receive, consider and adopt the Audited Financial Statements together with the Reports of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2026.
    9 for0 against
  • To confirm the payment of Interim Dividend of Rs. 90/- per equity share and to declare Final Dividend of Rs. 60/- per equity share for the financial year ended March 31, 2026.
    9 for0 against
  • To appoint a Director in place of Ms. Jana Marlen Ackermann (DIN: 10849470), who retires by rotation and being eligible offers her candidature for re-appointment
    9 for0 against
  • Approval of Material Related Party Transactions with Bayer AG
    9 for0 against
  • Ratification of the remuneration payable to M/s. D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), Cost Auditors of the Company for the Financial Year ending March 31, 2027.
    9 for0 against

Mutual fund votes, meeting of 21 Aug 2025, 26 fund houses

  • 1) Adoption of Audited Standalone Financial Statements for the year ended March 31, 2025 and the reports of the Directors and Auditors thereon.
    1 for0 against
  • 1. To receive, consider, approve and adopt the Audited Standalone Financial Statements together with the Reports of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2025.MoreLess
    1 for0 against
  • 2) Confirm interim dividend of Rs. 90.0 and declare final dividend of Rs. 35.0 per equity share of face value Rs. 10.0 for FY25.
    1 for0 against
  • 2. To confirm the payment of Interim Dividend on Equity Shares of Rs. 10 each aggregating to Rs. 90 per equity share and to declare Final Dividend on Equity Shares of Rs. 10 each aggregating to Rs. 35 per equity share for the financial year ended March 31, 2025.MoreLess
    1 for0 against
  • 3) Reappoint Dr. Thomas Hoffmann (DIN: 06485949) as Non – Executive Non – Independent Director, liable to retire by rotation.
    1 for0 against
  • 3. To appoint a director in place of Dr. Thomas Hoffmann (DIN: 06485949), who retires by rotation and being eligible offers his candidature for re appointment.
    Against quant Mutual Fund
    • quant Mutual FundIn relation to the re-appointment of Dr. Thomas Hoffmann as Non-Executive Director. Compliant with the law. No concern identified on the merit of proposed appointee. Governance concern: Proposed appointee is member of NRC and Board is non-compliant with Section 152 of the Companies Act, 2013.
    0 for1 against
  • 4) Appoint Sanjiv Rangrass (DIN: 08786754) as an Independent Director for five years from 1 August 2025.
    1 for0 against
  • 4. Appointment of Mr. Sanjiv Rangrass (DIN: 08786754) as the Non Executive Independent Director of the Company.
    1 for0 against
  • 5) Appoint S. N. Ananthasubramanian & Co. (SNACO), as secretarial auditor for five years from the conclusion of the FY25 AGM till the conclusion of the FY30 AGM and fix their remuneration.
    1 for0 against
  • 5. Appointment of Ms. S. N. Ananthasubramanian and Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five (5) consecutive years from the financial year 2025 -26 to the financial year 2029-30MoreLess
    1 for0 against
  • 6) Approve remuneration of Rs. 630,000 to D.C. Dave & Co., Cost Accountants as cost auditors for FY26.
    1 for0 against
  • 6. Ratification of remuneration payable to Ms. D. C. Dave and Co., Cost Accountants (Firm Registration No. 000611), Cost Auditors of the Company for the financial year ending March 31, 2026.
    1 for0 against
  • Accept Financial Statements and Statutory Reports
    1 for0 against
  • Adoption of standalone financial statements for the year ended 31 March 2025
    5 for0 against
  • Appoint S. N. Ananthasubramanian & Co. (SNACO), as secretarial auditor for five years from the conclusion of the FY25 AGM till the conclusion of the FY30 AGM and fix their remuneration
    5 for0 against
  • Appoint Sanjiv Rangrass (DIN: 08786754) as an Independent Director for five years from 1 August 2025
    5 for0 against
  • Appointment of M/s. S. N. Ananthasubramanian and Co. (SNACO), Practicing Company Secretaries (Firm Registration Number: P1991MH040400) as Secretarial Auditors of the Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditors from the financial year 2025-26 up to financial year 2029-30, on such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors, from time to time.MoreLess
    Against Angel One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund
    • Angel One Mutual FundTransparency Concern: Previous auditors’ remuneration not disclosed; thus, it is difficult to ascertain any material change in the Audit fee.
    • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on the merits of proposed Auditors. Transparency Concern: Previous auditors’ remuneration not disclosed; thus, it is difficult to ascertain any material change in the Audit fee.
    15 for3 against
  • Appointment of Mr. Sanjiv Rangrass (DIN: 08786754) as the Independent Director of the Company for a period of five (5) consecutive years which would commence from August 01, 2025 until July 31, 2030 and that he shall not be liable to retire by rotation.MoreLess
    18 for0 against
  • Approve Remuneration of Cost Auditors
    1 for0 against
  • Approve remuneration of Rs. 630,000 to D.C. Dave & Co., Cost Accountants as cost auditors for FY26
    5 for0 against
  • Approve S. N. Ananthasubramanian & Co. as Secretarial Auditors and Authorize Board to Fix Their Remuneration
    1 for0 against
  • Confirm Interim Dividend and Declare Final Dividend
    1 for0 against
  • Confirm interim dividend of Rs. 90.0 and declare final dividend of Rs. 35.0 per equity share of face value Rs. 10.0 for FY25
    5 for0 against
  • Elect Sanjiv Rangrass as Director
    1 for0 against
  • Ratification of remuneration of Rs. 0.63 Million plus taxes as applicable and out of pocket expenses payable to M/s. D. C. Dave and Co., Cost Accountants, having Firm Registration No. 000611, appointed by the Board of Directors of the Company on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct the audit of the cost records of the Company relating to Insecticides for the financial year ending March 31, 2026.MoreLess
    18 for0 against
  • Reappoint Dr. Thomas Hoffmann (DIN: 06485949) as Non – Executive Non – Independent Director, liable to retire by rotation
    5 for0 against
  • Reelect Thomas Hoffmann as Director
    1 for0 against
  • To appoint a Director in place of Dr. Thomas Hoffmann (DIN: 06485949), who retires by rotation and being eligible offers his candidature for re-appointment.
    Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund
    • Angel One Mutual FundGovernance Concern: Proposed appointee is member of Nomination & Remuneration Committee and Board is non-compliant with retirement by rotation.
    • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern identified on the merit of proposed appointee. Governance Concern: Proposed appointee is member of NRC and Board is non-compliant with Section 152 of the Companies Act, 2013.
    • LIC Mutual FundGovernance Concern: Proposed appointee is member of NRC
    • Nippon India Mutual FundGovernance Concern: Proposed appointee is member of NRC and Board is non-compliant with Section 152 of the Companies Act, 2013.
    11 for7 against
  • To confirm the payment of Interim Dividend on Equity Shares of Rs. 10 each aggregating to Rs. 90 per equity share and to declare Final Dividend on Equity Shares of Rs. 10 each aggregating to Rs. 35 per equity share for the financial year ended March 31, 2025.MoreLess
    18 for0 against
  • To receive, consider, approve and adopt the Audited Standalone Financial Statements together with the Reports of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2025.MoreLess
    18 for0 against
6 earlier meetings

Mutual fund votes, meeting of 2 Apr 2025, 24 fund houses

  • 1) Appoint Vinit Rajesh Jindal (DIN: 10849466) as Director, not liable to retire by rotation, from 1 March 2025.
    1 for0 against
  • 1. Appointment of Mr. Vinit Rajesh Jindal (Mr. Vinit Jindal) (DIN: 10849465) as the Director of the Company not liable to retire by rotation, with effect from March 01, 2025.
    Against quant Mutual Fund
    • quant Mutual FundRegarding the appointment of Mr Vinit Rajesh Jindal as ED & CFO. No concern on the merits of the proposed appointee. Governance concern: Non-compliant Board u/s 152 of Companies Act; appointment as a Non-Retiring Director will lead to Non-Compliance. At present, the company has 4 Non-Independent Directors (NID), out of which only 2 NIDs are liable to retire by rotation. The remaining two executive directors are not retiring by rotation. This goes against the legal requirements of 2/3rd of the NIDs being liable to retire by rotation. Hence, we are voting against the resolutions.
    0 for1 against
  • 2) Appoint Vinit Rajesh Jindal (DIN: 10843465) as Whole – time Director designated as Executive Director and Chief Financial Officer for five years from 1 March 2025 and fix his remuneration.
    1 for0 against
  • 2. Appointment of Mr. Vinit Rajesh Jindal (Mr. Vinit Jindal) (DIN: 10849465) as the Whole-time Director designated as Executive Director and Chief Financial Officer of the Company for a period of five (5) years commencing from March 01, 2025, till February 28, 2030, not liable to retire by rotation and including remuneration.MoreLess
    Against quant Mutual Fund
    • quant Mutual FundRegarding the appointment of Mr Vinit Rajesh Jindal as ED & CFO. No concern on the merits of the proposed appointee. Governance concern: Non-compliant Board u/s 152 of Companies Act; appointment as a Non-Retiring Director will lead to Non-Compliance. At present, the company has 4 Non-Independent Directors (NID), out of which only 2 NIDs are liable to retire by rotation. The remaining two executive directors are not retiring by rotation. This goes against the legal requirements of 2/3rd of the NIDs being liable to retire by rotation. Hence, we are voting against the resolutions.
    0 for1 against
  • 3) Appoint Ms. Jana Marlen Ackermann (DIN: 10843470) as Non–Executive Non–Independent Director for five years from 1 March 2025, liable to retire by rotation.
    1 for0 against
  • 3. To appoint Ms. Jana Marlen Ackermann (DIN: 10849470) as Non-Executive Non-Independent Director of the Company for five (5) years commencing from March 01, 2025, till February 28, 2030, liable to retire by rotation.MoreLess
    1 for0 against
  • Appoint Ms. Jana Marlen Ackermann (DIN: 10843470) as Non–Executive Non–Independent Director for five years from 1 March 2025, liable to retire by rotation
    5 for0 against
  • Appoint Vinit Rajesh Jindal (DIN: 10843465) as Whole – time Director designated as Executive Director and Chief Financial Officer for five years from 1 March 2025 and fix his remuneration
    5 for0 against
  • Appoint Vinit Rajesh Jindal (DIN: 10849466) as Director, not liable to retire by rotation, from 1 March 2025
    5 for0 against
  • Appointment of Mr. Vinit Rajesh Jindal (Mr. Vinit Jindal) (DIN: 10849465) as the Director of the Company not liable to retire by rotation, with effect from March 01, 2025.
    Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund
    • Bajaj Finserv Mutual Fund"The Company is seeking shareholders’ approval for the appointment of Mr. Vinit Rajesh Jindal as the Director of the Company, not liable to retire by rotation. Mr. Vinit Jindal began his career at Bayer in Germany as an International Controlling Trainee in 2001, later becoming Head of Accounting for Bayer CropScience Ltd India in 2005. Mr. Jindal’s diverse experience spans roles in Bayer HealthCare Germany’s global finance team from 2003 to 2005 and leading the India Strategy function from 2008 to 2010, where he successfully managed key divestments, acquisitions, and other transformation initiatives. From 2011 to 2014, Mr. Jindal was a member of the CropScience Leadership Team as Head of Product Supply, overseeing Supply Chain Management, Site Logistics, Cost Management, and relationships with third-party manufacturers. Mr. Jindal has held several leadership positions, including Group CFO for Bayer Southern Africa and Managing Director and CFO for Bayer in the Philippines, before assuming his current role as Group CFO for the UK & Ireland cluster in 2021. Mr. Jindal’s early career included roles at Siemens in India, where he not only focused on accounting but also served as an in-house SAP consultant. The Company has stated in it notice that, “… the Board of Directors/Nomination & Remuneration Committee of the Company be and is hereby authorized to enhance, revise, alter, amend and vary the scope and quantum of remuneration, perquisites, benefits and amenities payable to Mr. Vinit Jindal and his terms of appointment, from time to time, provided that any revision in the quantum of remuneration, perquisites, benefits and amenities shall not exceed the statutory limit as may be prescribed by Section 197 read with Schedule V of the Act…”. Here it is noted that,such discretionary powers for making alterations to the terms approved by shareholders, although within legally permissible limits, defeat the purpose behind seeking shareholders’ approval. Hence, such statements should be supported with explanation regarding the nature of alterations that can be made pursuant to such discretionary powers as any material change cannot be undertaken without shareholders’ approval. We are highlighting the issue for the Company’s notice so that future approvals are proposed with clear explanations. As of now we are not raising any concern in this regard. Further, at present, the Company has 4 Non-Independent Directors (NID) out of which only 2 NIDs are liable to retire by rotation. Remaining two of the Executive Directors are not retiring by rotation. This goes against the legal requirements of 2/3rd of the NIDs being liable to retire by rotation. Clause 164 of the articles of the Company, casts responsibility on the Board to re-classify as number of directors to be retiring as would be required under the law. Further, as a good governance practice, the Company should have made disclosures regarding directors who would be considered as retiring pursuant to the above articles in the notice itself. Considering the Board being non-compliant u/s 152 of the Companies Act, 2013 with respect to legal requirements of 2/3rd of the NIDs being liable to retire by rotation. Hence we are raising governance concerns in this regards and voting against the resolution"
    • Baroda BNP Paribas Mutual FundThis is against the legal requirements of 2/3rd of the NIDs being liable to retire by rotation.
    • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern on the merits of the proposed appointee. Governance concern: Non-Compliant Board u/s 152 of Companies Act; appointment as a Non-Retiring Director will lead to Non-Compliance.
    10 for6 against
  • Appointment of Mr. Vinit Rajesh Jindal (Mr. Vinit Jindal) (DIN: 10849465) as the Whole-time Director designated as Executive Director and Chief Financial Officer of the Company for a period of five (5) years commencing from March 01, 2025, till February 28, 2030, not liable to retire by rotation and including remuneration.MoreLess
    Against Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund
    • Bajaj Finserv Mutual Fund"The Company is seeking shareholders’ approval for the appointment of Vinit Rajesh Jindal (DIN: 10843465) as Whole – time Director designated as Executive Director and Chief Financial Officer for five years from 1 March 2025 and fix his remuneration. Mr. Vinit Jindal began his career at Bayer in Germany as an International Controlling Trainee in 2001, later becoming Head of Accounting for Bayer CropScience Ltd India in 2005. Mr. Jindal’s diverse experience spans roles in Bayer HealthCare Germany’s global finance team from 2003 to 2005 and leading the India Strategy function from 2008 to 2010, where he successfully managed key divestments, acquisitions, and other transformation initiatives. From 2011 to 2014, Mr. Jindal was a member of the CropScience Leadership Team as Head of Product Supply, overseeing Supply Chain Management, Site Logistics, Cost Management, and relationships with third-party manufacturers. Mr. Jindal has held several leadership positions, including Group CFO for Bayer Southern Africa and Managing Director and CFO for Bayer in the Philippines, before assuming his current role as Group CFO for the UK & Ireland cluster in 2021. Mr. Jindal’s early career included roles at Siemens in India, where he not only focused on accounting but also served as an in-house SAP consultant. The Company has stated in it notice that, “… the Board of Directors/Nomination & Remuneration Committee of the Company be and is hereby authorized to enhance, revise, alter, amend and vary the scope and quantum of remuneration, perquisites, benefits and amenities payable to Mr. Vinit Jindal and his terms of appointment, from time to time, provided that any revision in the quantum of remuneration, perquisites, benefits and amenities shall not exceed the statutory limit as may be prescribed by Section 197 read with Schedule V of the Act…”. Here it is noted that,such discretionary powers for making alterations to the terms approved by shareholders, although within legally permissible limits, defeat the purpose behind seeking shareholders’ approval. Hence, such statements should be supported with explanation regarding the nature of alterations that can be made pursuant to such discretionary powers as any material change cannot be undertaken without shareholders’ approval. We are highlighting the issue for the Company’s notice so that future approvals are proposed with clear explanations. As of now we are not raising any concern in this regard. Further, at present, the Company has 4 Non-Independent Directors (NID) out of which only 2 NIDs are liable to retire by rotation. Remaining two of the Executive Directors are not retiring by rotation. This goes against the legal requirements of 2/3rd of the NIDs being liable to retire by rotation. Clause 164 of the articles of the Company, casts responsibility on the Board to re-classify as number of directors to be retiring as would be required under the law. Further, as a good governance practice, the Company should have made disclosures regarding directors who would be considered as retiring pursuant to the above articles in the notice itself. Considering the Board being non-compliant u/s 152 of the Companies Act, 2013 with respect to legal requirements of 2/3rd of the NIDs being liable to retire by rotation. Hence we are raising governance concerns in this regards and voting against the resolution".
    • Baroda BNP Paribas Mutual FundThis is against the legal requirements of 2/3rd of the NIDs being liable to retire by rotation.
    • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual FundNo concern on the merits of the proposed appointee. Governance concern: Non-Compliant Board u/s 152 of Companies Act; appointment as a Non-Retiring Director will lead to Non-Compliance.
    10 for6 against
  • Approve Appointment and Remuneration of Vinit Rajesh Jindal as Whole-Time Director designated as Executive Director and Chief Financial Officer
    1 for0 against
  • Elect Jana Marlen Ackermann as Director
    1 for0 against
  • Elect Vinit Rajesh Jindal as Director
    1 for0 against
  • To appoint Ms. Jana Marlen Ackermann (DIN: 10849470) as Non-Executive Non-Independent Director of the Company for five (5) years commencing from March 01, 2025, till February 28, 2030, liable to retire by rotation.MoreLess
    16 for0 against

Mutual fund votes, meeting of 14 Aug 2024, 21 fund houses

  • 1) Adoption of Audited Financial Statements for the year ended 31st March, 2024 and the Reports of the Directors and Auditors thereon.
    1 for0 against
  • 2) Confirm interim dividend of Rs. 105.0 and approve final dividend of Rs. 35.0 per equity share of face value of Rs. 10.0 each for FY24.
    1 for0 against
  • 3) Reappoint Dr. Thomas Hoffman (DIN: 06485949) as Non-Executive Non-Independent Director, liable to retire by rotation.
    Against SBI Mutual Fund
    • SBI Mutual FundDr. Thomas Hoffman, 53, is Head of Treasury, Bayer AG, the promoter company. He has been on the board since September 2019. He has attended four out of five (80%) board meetings in FY24. SBIMF’s internal proxy voting guidelines do not allow us to vote in favour of promoter directors’ appointment/re-appointment if the board is not 33% independent in number and spirit, when the board has an independent chairman of the board being an independent director. We observe that there are 7 Board of Directors (BODs), out of which 3 are classified as independent directors and out of which 1 ID is long tenured, due to long association. Hence, the effective independence is assessed at 29%. We wish to clarify that we do not have any doubt about the competency of the directors. Our only concern is <50% independence on the board. We do not support the resolution.
    0 for1 against
  • 4) Appoint Ms. Radhika Rajan (DIN: 00499485) as an Independent Director for five years from 23 July 2024.
    1 for0 against
  • 5) Ratify remuneration of Rs. 630,000 to D. C. Dave & Co., Cost Accountants as cost auditors for FY25
    1 for0 against
  • Adoption of financial statements for the year ended 31 March 2024
    2 for0 against
  • Appoint Ms. Radhika Rajan (DIN: 00499485) as an Independent Director for five years from 23 July 2024
    2 for0 against
  • Appointment of Ms. Radhika Rajan (DIN: 00499485) as the Woman Independent Director of the Company for a period of five (5) years which would commence from the date of the ensuing Annual General Meeting and that she shall not be liable to retire by rotation.MoreLess
    Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund
    • Bajaj Finserv Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual FundTechnical Non-Compliance: Proposed Term as Independent Director exceeds the period of 5 years as approval not sought from the date of appointment on the Board rather from the date of the ensuing AGM.
    • Zerodha Mutual FundProposed Term as Independent Director exceeds the period of 5 years as approval not sought from the date of appointment on the Board rather from the date of the ensuing AGM.
    12 for5 against
  • Confirm interim dividend of Rs. 105.0 and approve final dividend of Rs. 35.0 per equity share of face value of Rs. 10.0 each for FY24
    2 for0 against
  • Ratification of Remuneration of Rs. 0.63 Million plus taxes as applicable and out - of - pocket expenses incurred in performance of their duties payable to M/s. D. C. Dave and Co., Cost Accountants, having Firm Registration No. 000611, appointed by the Board of Directors of the Company on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct the audit of the cost records of the Company relating to Insecticides for the financial year ending March 31, 2025.MoreLess
    17 for0 against
  • Ratify remuneration of Rs. 630,000 to D. C. Dave & Co., Cost Accountants as cost auditors for FY25
    2 for0 against
  • Reappoint Dr. Thomas Hoffman (DIN: 06485949) as Non-Executive Non-Independent Director, liable to retire by rotation
    2 for0 against
  • To appoint a Director in place of Dr. Thomas Hoffmann (DIN: 06485949), who retires by rotation and being eligible offers his candidature for re-appointment.
    Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund
    • Bajaj Finserv Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with law. No concern on the merit of Director. Governance Concern: Proposed director is part of the board and NRC, which is non-compliant u/s 152 of the Companies Act, 2013.
    • JM Financial Mutual FundRe-appointment compliant with law. No concern on the merit of Director. Governance Concern: Proposed director is part of the board and Nomination and Remuneration Committee, which is non-compliant u/s 152 of the Companies Act, 2013.
    • Zerodha Mutual FundGovernance Concern: Proposed director is part of the board and NRC, which is non-compliant u/s 152 of the Companies Act, 2013.
    12 for5 against
  • To approve, Appointment of Ms. Radhika Rajan (DIN: 00499485) as the Non-Executive Woman Independent Director of the Company.
    1 for0 against
  • To approve, Ratification of Remuneration to Cost Auditor.
    1 for0 against
  • To approve, re-appointment of Dr. Thomas Hoffmann (DIN: 06485949)as a director of the Company.
    1 for0 against
  • To confirm the payment of Interim Dividend on Equity Shares and to declare Final Dividend on Equity Shares for the financial year ended March 31, 2024.
    18 for0 against
  • To receive, consider, approve and adopt the audited standalone financial statements for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and the Auditors thereon.MoreLess
    18 for0 against

Mutual fund votes, meeting of 25 Mar 2024, 17 fund houses

  • 1) Appoint Dr. (Ms.) Miriam Holstein (DIN: 10458293) as Non–Executive Non– Independent Director for five years from 1 February 2024.
    Against SBI Mutual Fund
    • SBI Mutual FundDr. (Ms.) Miriam Holstein, 57, is Head of Corporate Office of Bayer AG since 2022. She is the former CEO for Nordic region of Bayer Nordic SE, Finland. She has been with Bayer since 1998 in various roles, with experience in Corporate Finance, Business Planning and Administration, Legal and Capital Markets. She has a Doctorate in Law from University of Munster. SBIMF’s internal proxy voting guidelines do not allow us to vote in favour of promoter directors’ or representative’s appointment if the board is not 33% independent both in number and spirit if the board has an independent chairperson. We observe that there are 7 Board of Directors (BODs), out of which 3 are classified as independent directors. However, we note that Shekhar M Natarajan has a group association of more than 10 years, thereby classifying him as a non-independent director. Hence, the effective board independence is assessed at 29% at SBI MF framework . We wish to clarify that we do not have any doubt about the competency of the promoter representative. Our only concern is 33% independence on the board when chairperson is independent.Hence, we do not support the resolution.
    0 for1 against
  • Appoint Dr. (Ms.) Miriam Holstein (DIN: 10458293) as Non–Executive Non– Independent Director for five years from 1 February 2024
    2 for0 against
  • Elect Miriam Holstein as Director
    1 for0 against
  • To appoint Dr. Miriam Holstein (DIN: 10458293) as the Non-Executive Non-Independent Director of the Company to hold office for 5 (Five) years w.e.f. February 01, 2024.
    13 for0 against

Mutual fund votes, meeting of 3 Jan 2024, 17 fund houses

  • Item 1, as a fund house numbered it
    Against Taurus Mutual Fund
    • Taurus Mutual FundSimon-Thorsten Wiebusch, 47, is the President, Bayer South Asia and the Country Divisional Head of Crop Science Division of Bayer in India, Bangladesh, and Sri Lanka. He was the Whole-time Director of the company from 1 September 2021 to 31 October 2023 and is being appointed as MD and CEO for five years from 1 November 2023. While he is not liable to retire by rotation, we understand that as MD, his reappointment will need periodic shareholder approval.His FY23 remuneration as Whole-time Director was Rs. 95.9 mn which was 52 times the median employee remuneration. While his fixed remuneration will be Rs. 1.8 mn per month, there is no clarity on the amount of variable pay, perquisites, allowance, etc. He will receive performance award, long term incentive and Global Policy as per board’s decision.While we support his appointment, we do not support the resolution since the company has not disclosed the proposed remuneration, except for the fixed salary. We do not favour such blanket approvals, as it deprives the minority shareholders the opportunity to take an informed decision on remuneration.
    0 for1 against
  • 1) Appoint Simon-Thorsten Wiebusch (DIN: 08335591) as Vice Chairperson, Managing Director, and Chief Executive Officer for five years from 1 November 2023 and fix his remuneration.
    1 for0 against
  • Appoint Simon-Thorsten Wiebusch (DIN: 08335591) as Vice Chairperson, Managing Director, and Chief Executive Officer for five years from 1 November 2023 and fix his remuneration
    Against DSP Mutual Fund
    • DSP Mutual FundSimon-Thorsten Wiebusch, 47, is the President, Bayer South Asia and the Country Divisional Head of Crop Science Division of Bayer in India, Bangladesh, and Sri Lanka. He was the Whole-time Director of the company from 1 September 2021 to 31 October 2023 and is being appointed as MD and CEO for five years from 1 November 2023. While he is not liable to retire by rotation, we understand that as MD, his reappointment will need periodic shareholder approval. His FY23 remuneration as Whole-time Director was Rs. 95.9 mn which was 52 times the median employee remuneration. While his fixed remuneration will be Rs. 1.8 mn per month, there is no clarity on the amount of variable pay, perquisites, allowance, etc. He will receive performance award, long term incentive and Global Policy as per board’s decision. While we support his appointment, we do not support the resolution since the company has not disclosed the proposed remuneration, except for the fixed salary. We do not favour such blanket approvals, as it deprives the minority shareholders the opportunity to take an informed decision on remuneration.
    1 for1 against
  • Appointment of Mr. Simon-Thorsten Wiebusch (DIN: 08335591) as the Vice Chairman, Managing Director and Chief Executive Officer of the Company for a period of five (5) years commencing from November 01, 2023 and including remuneration.MoreLess
    Against Axis Mutual Fund
    • Axis Mutual FundSimon-Thorsten Wiebusch, 47, is the President, Bayer South Asia and the Country Divisional Head of Crop Science Division of Bayer in India, Bangladesh, and Sri Lanka. He was the Whole-time Director of the company from 1 September 2021 to 31 October 2023 and is being appointed as MD and CEO for five years from 1 November 2023. While he is not liable to retire by rotation, we understand that as MD, his reappointment will need periodic shareholder approval. His FY23 remuneration as Whole-time Director was Rs. 95.9 mn which was 52 times the median employee remuneration. While his fixed remuneration will be Rs. 1.8 mn per month, there is no clarity on the amount of variable pay, perquisites, allowance, etc. He will receive performance award, long term incentive and Global Policy as per board's decision. While we support his appointment, we do not support the resolution since the company has not disclosed the proposed remuneration, except for the fixed salary. We do not favour such blanket approvals, as it deprives the minority shareholders the opportunity to take an informed decision on remuneration.
    11 for1 against
  • Approve Appointment and Remuneration of Simon-Thorsten Wiebusch as Vice Chairman, Managing Director and Chief Executive Officer
    Against HSBC Mutual Fund
    • HSBC Mutual FundThe proposed remuneration structure is considered open-ended, since the board has the flexibility to pay any amount as salary to Simon Wiebusch, at its discretion.There is no specified limit for the quantum of incentive/bonus and annual increments that could be paid to Simon Wiebusch each year, which can lead to discretionary payouts.
    0 for1 against

Mutual fund votes, meeting of 17 Aug 2023, 12 fund houses

  • 1) Adoption of Audited Standalone Financial Statements for the year ended March 31, 2023 and the reports of the Directors and Auditors thereon.
    1 for0 against
  • 2) Confirm interim dividend and approve final dividend on equity share for FY23.
    1 for0 against
  • 3) Reappoint Brian Naber (DIN: 09115300) as Director, liable to retire by rotation.
    1 for0 against
  • 4) Ratify remuneration of Rs. 590,000 to D C Dave & Co., as cost auditor for FY24.
    1 for0 against
  • Accept Financial Statements and Statutory Reports
    1 for0 against
  • Adoption of financial statements for the year ended 31 March 2023
    2 for0 against
  • Approve Remuneration of Cost Auditors
    1 for0 against
  • Confirm Interim Dividend and Declare Final Dividend
    1 for0 against
  • Confirm interim dividend of Rs. 100.0 per share and approve final dividend of Rs. 30.0 per equity share of face value of Rs. 10.0 per share for FY23
    2 for0 against
  • Ratification of Remuneration of Rs 0.59 Million plus taxes as applicable and out-of-pocket expenses payable to M/s. D. C. Dave & Co., Cost Accountants, having Firm Registration No. 000611, appointed by the Board of Directors of the Company on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct the audit of the cost records of the Company relating to Insecticides for the financial year ending March 31, 2024.MoreLess
    8 for0 against
  • Ratify remuneration of Rs. 590,000 to D C Dave & Co., as cost auditor for FY24
    2 for0 against
  • Reappoint Brian Naber (DIN: 09115300) as Non-Executive Non-Independent Director, liable to retire by rotation
    2 for0 against
  • Reelect Brian Naber as Director
    Against HSBC Mutual Fund
    • HSBC Mutual FundWe have concerns about the director's attendance at board meetings.
    0 for1 against
  • To appoint a director in place of Mr. Brian Naber (DIN: 09115300), who retires by rotation and being eligible offers his candidature for re-appointment.
    8 for0 against
  • To confirm the payment of Interim Dividend on Equity Shares and to declare Final Dividend on Equity Shares for the financial year ended March 31, 2023.
    8 for0 against
  • To receive, consider, approve and adopt the audited standalone financial statements for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon.MoreLess
    8 for0 against

Mutual fund votes, meeting of 22 Aug 2022, 11 fund houses

  • Adoption of financial statements for the year ended 31 March 2022
    3 for0 against
  • Approve change in place of keeping and inspection of registers and returns
    3 for0 against
  • Approve material related party transactions with Bayer AG, ultimate holding company and promoter, for five years till FY27 aggregating up to Rs.30 bn each year
    3 for0 against
  • Change in place of keeping and inspection of the Registers and Returns of the Company at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083, Maharashtra, India.
    7 for0 against
  • Confirm interim dividend of Rs. 125.0 per equity share and declare final dividend of Rs. 25.0 per equity share (face value Rs. 10.0) for FY22
    3 for0 against
  • Ratification of Remuneration of ? 0.59 Million plus taxes as applicable and out of pocket expenses payable to M/s. D. C. Dave & Co., Cost Accountants, having Firm Registration No. 000611, appointed by the Board of Directors of the Company on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct the audit of the cost records of the Company relating to Insecticides for the financial year ending March 31, 2023.MoreLess
    1 for0 against
  • Ratification of Remuneration of Rs. 0.59 Million plus taxes as applicable and out of pocket expenses payable to M/s. D. C. Dave & Co., Cost Accountants, having Firm Registration No. 000611, appointed by the Board of Directors of the Company on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct the audit of the cost records of the Company relating to Insecticides for the financial year ending March 31, 2023.MoreLess
    6 for0 against
  • Ratify remuneration of Rs.590,000 for D. C. Dave & Co as cost auditors for FY23
    3 for0 against
  • Re-appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration Number 117366W/W-100018) as the Statutory Auditors for a term of 5 (five) years commencing from the conclusion of this Annual General Meeting (“AGM”) till the conclusion of the 69th AGM to be held in the year 2027, at such remuneration plus taxes as applicable, reimbursement of out of pocket expenses.MoreLess
    Against Nippon India Mutual Fund
    • Nippon India Mutual FundInadequate disclosure
    6 for1 against
  • Reappoint Deloitte Haskins & Sells LLP as statutory auditors for five years till the AGM of 2027 and fix their remuneration
    3 for0 against
  • Reappoint Dr. Thomas Hoffman (DIN:06485949) Non-Executive Non-Independent Director, liable to retire by rotation
    3 for0 against
  • To appoint a Director in place of Dr. Thomas Hoffmann (DIN: 06485949), who retires by rotation and being eligible offers his candidature for re-appointment.
    8 for0 against
  • To confirm the payment of Interim Dividend of Rs. 125/- per equity share of Rs.10 /- each and to declare Final Dividend of Rs. 25/- per equity share of Rs.10/- each for the financial year ended March 31, 2022MoreLess
    1 for0 against
  • To confirm the payment of Interim Dividend on Equity Shares and to declare Final Dividend on Equity Shares for the financial year ended March 31, 2022.
    7 for0 against
  • To enter into approval for Material Related Party Transactions with Bayer AG for Sale of Goods ,Recoveries from Group Companies, Purchase of Goods, Professional and Support Charges up to an amount not exceeding ? 30,000 Million for a period of 5 (five) financial years commencing from financial year 2022-23 to financial year 2026-27.MoreLess
    Against Nippon India Mutual Fund
    • Nippon India Mutual FundOmnibus approval for more than one year
    0 for1 against
  • To enter into approval for Material Related Party Transactions with Bayer AG for Sale of Goods ,Recoveries from Group Companies, Purchase of Goods, Professional and Support Charges up to an amount not exceeding Rs. 30,000 Million for a period of 5 (five) financial years commencing from financial year 2022-23 to financial year 2026-27.MoreLess
    6 for0 against
  • To keep the Registers at the Registered Office of the Company and / or at the office of TSR Consultants Private Limited (Formerly TSR Darashaw Consultants Private Limited), Registrar and Share Transfer Agent of the Company at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083, Maharashtra, India and / or such other place where the office of the Registrar and Share Transfer Agent of the Company is situated within Mumbai, from time to timeMoreLess
    1 for0 against
  • To ratify the remuneration payable to M/s. D. C. Dave & Co., Cost Accountants, having Firm Registration No. 000611, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company relating to“Insecticides” for the financial year ending March 31, 2023MoreLess
    1 for0 against
  • To re-appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration Number 117366W/W-100018), as the Statutory Auditors for a term of 5 (five) years & to fix their remuneration
    1 for0 against
  • To receive, consider, approve and adopt the audited standalone financial statements for the financial year ended March 31, 2022 together with the Reports of the Board of Directors and the Auditors thereon.MoreLess
    8 for0 against
  • To uthorize Board of Directors to enter into and/or continue with Material Related Party Transactions/contracts/ arrangements/agreements with Bayer AG, a related party, for ‘Sale of Goods’, ‘Recoveries from Group Companies’, ‘Purchase of Goods’, ‘Professional and Support Charges’ and other obligations, if any, for a period of 5 (five) financial years commencing from financial year 2022-23 to financial year 2026-27, individually and / or in the aggregate up to an amount not exceeding Rs. 30,000 Million in a financial yearMoreLess
    1 for0 against

Each fund house counted once, from its own disclosure; the reasons are its own words.

Fines

Reported in the filing for the quarter to Jun 2026.

  • Fine or penaltyOffice of Assitant CommisionerSince 2 Apr 2026

    E way Bill Part B not generated

In the company's own words, from its latest governance filing.

Investor complaints and compliance

Quarter by quarter.

Investor complaints received and resolved, the company's own count

  • Received
  • Resolved

Open at the quarter's end

At most 3 complaints open, quarter to Dec 2025.
The board is made up as the listing rules require
Yes
The board has a regular chairperson
Yes
The company has a risk management committee
Yes
The chair is related to the managing director
No
The filing has a part on fines and penalties
Yes
The filing has a part on tax disputes
No
There was a cyber security incident in the quarter
No

The company's own answers in its filing.