Bliss GVS Pharma Ltd Directors Report.

Dear Members,

Your Directors are pleased to present their 35th Annual Report of the Company on the business and operations of the Company along with the Audited Financial Statement both Standalone and Consolidated for the financial year ended March 31, 2020.

1. Financial Highlights :

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Gross Total revenue 47,688.46 46,240.31 72,642.79 93,619.95
Profit before tax and exceptional item 12,171.25 12,001.32 14,234.61 18,191.52
Profit for the year (after tax and attributable to shareholders) 9,233.43 7,443.38 9,525.28 12,666.27
Other Comprehensive Income for the year (not to be reclassified to P&L) (-)25.65 (-)17.36 (-)25.65 (-)17.36
Other Comprehensive Income for the year (to be reclassified to P&L) - - 392.56 (-)184.37
Surplus brought forward from last balance sheet 53,368.82 47,183.67 58,776.56 47,668.03
Profit available for appropriation 62,576.59 54,609.72 68,978.71 60,022.83
Appropriations:
Dividend 1,031.47 1,031.47 1243.49 1246.27
Tax on Dividend (209.43) (209.43) - -
Other (incl. Impairment of Eco Rich Investment) - - (398.13) -
Surplus carried forward 61,335.69 53,368.81 67,337.09 58,776.56

2. Company Performance/Affairs:

Standalone:

During the financial year 2019-2020, total revenue of the Company on standalone basis increased to 47,688.46 lakhs as against 46,240.31 lakhs in the previous year. Profit Before Tax of 12,171.25 lakhs as against 12,001.33 lakhs in the previous year, Profit After Tax of 9,233.43 lakhs as against 7,443.39 lakhs in the previous year.

Consolidated:

During the financial year 2019-2020, total revenue of the Company on consolidated basis was 72,642.79 lakhs as against 93,619.95 lakhs in the previous year. Profit before Tax of 14,234.61 lakhs as against 18,191.52lakhs in the previous year, Profit after Tax of 9,525.28 lakhs as against 12,666.27 lakhs in the previous year.

3. Dividend:

Your Directors have recommended a dividend of 0.50 paisa /- (i.e. 50%) per equity share of 1/- each for the year ended March 31, 2020 subject to the approval of the shareholders at the ensuing 35th Annual General Meeting of the Company. The dividend payout shall be in compliance with applicable Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) & Companies Act, 2013 (‘Act). The dividend, if approved, will result in an outflow of 5,15,73,336/- (including dividend distribution tax). In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

4. Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2020 is 10,31,46,672/- (Rupees Ten Crores Thirty One Lakhs Fourty Six Thousand Six Hundred and Seventy Two Only). Out of the total paid up share capital of the Company, 41.60% is held by the Promoter & Promoter Group in fully dematerialized form and remaining balance of 58.40% is held by persons other than Promoter and Promoter Group, out of which majority is in dematerialized form. During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor has issued any shares pursuant to stock options or sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on March 31, 2020.

5. Transfer of Reserves:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2020.

6. Deposites:

During the year under review, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

7. Change in the nature of business, if any:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

8. Material changes and commitment, if any, affecting the financial position of the Company:

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report except ECO Rich Cosmetics India Private Limited discontinued or ceased to be a step-down subsidiary of the Company consequent to loss of control.

9. Set up of new state of the art oral solid dosage facility:

The Company has completed the commissioning & qualification of Phase-I for its new state of the art multi-product facility situated at Palghar East in Maharashtra. This is the largest manufacturing unit of the Company in terms of planned production capacity when completed. It is equipped with state-of-the-art process equipment & utilities with a large part of the manufacturing process automated for enhanced levels of productivity, efficiency & compliance while reducing manual intervention.

The unitisspreadonanoverallareaofabout200,000sq.ft. and is intended to further augment the production capacities for the Company. The Company have a robust pipeline of formulations ready at its R&D unit for WHO Pre qualification along with US and EU Markets for Tech-Transfer & Scale Up for this unit and we foresee a healthy business growth from our new Unit. In line with our commitment towards sustainability, a significant portion of the energy requirement of this facility will be met by captive solar power generation units.

10. Subsidiaries Companies & Associate:

The Company has 4 wholly owned subsidiaries and 3 step-down subsidiaries as on March 31, 2020. During the year, ECO Rich Cosmetics India Private Limited discontinued or ceased to be a step-down subsidiary of the Company consequent to loss of control. Section 129(3) of the Companies Act, 2013 states that where the company has one or more subsidiaries or associate companies, it shall, in addition to its financial statements, prepare a consolidated financial statement of the company of all subsidiaries in the same form and manner as that of its own and also attach along with its financial statement, a separate statement containing the salient features of the financial statements of its subsidiaries and associates.

Accordingly, the consolidated financial statements of the Company and all its subsidiaries companies prepared in accordance with Ind AS 110 as specified in the Companies (Indian Accounting Standard) Rules, 2015, form part of the Annual Report.

Furthermore, a statement containing the salient features of the financial statements of the companys subsidiaries in the prescribed ‘Form AOC-1 is attached as an ‘Annexure I forms part of this Boards Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financialstatements together with relevant documents has been placed on the website of the Company at www.blissgvs.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company at www.blissgvs.com.

In line with the requirements of amendment of the SEBI Listing Regulations, the Company has formulated a revised policy for determining material subsidiary and the same is available on the Companys website at http://www.blissgvs.com/policies-and-codes1/.

According to Regulation 16(1)(c) of the SEBI Listing Regulations, the Companys wholly owned subsidiary Bliss GVS Clinic HealthCare Pte. Ltd. situated at Singapore became a material subsidiary for the Company during the financial year 2019-2020.

Pursuant to notification issued by Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015, the Company has adopted Indian Accounting Standards (Ind-AS) with effect from April 1, 2017.

11. Employee Stock Option Plan (ESOP):

The Company decided to set up Employee Stock Option Plan (‘ESOP) in order to reward the employees for their loyalty and contribution to the Company as well as their performance and to motivate them to keep contributing to the growth and profitability of the Company. The Company also intends to use this ESOP 2019 to attract and retain talent in the Company and to give its employees co-ownership. The Company views employee stock options as an instrument of wealth creation that would enable the Employees to share the value, they create for the Company in the years to come and to align the interest of the employees with the interests of the shareholders.

The Company instituted Bliss GVS Pharma Limited Employee Stock Options Plan 2019 (‘ESOP 2019) which was approved by the Board of Directors at its meeting held on Monday, February 25, 2019 based on recommendation of Nomination and Remuneration Committee at its meeting held on Monday, February 25, 2019 and subsequently, it was duly approved by the member of the Company on April 12, 2019 through postal ballot and the result declared by the Company on April 13, 2019. The Company to issue not more than 60,00,000 (Sixty Lakhs) Options to its Eligible Employees under this ESOP 2019. These Options shall be convertible into 60,00,000 (Sixty Lakhs) Equity Shares of face value of 1/- each, which is 5.82 % (five point eight two percent) of issued, subscribed and paid up equity share capital of the Company, with each such Option conferring a right upon the Eligible Employee to apply for 1 (one) Equity Shares of the Company, in accordance with the terms and conditions of such issue.

During the year, the Company granted of 27,61,000 Options out of 60,00,000 Options under Bliss GVS Pharma Limited Employee Stock Options Plan 2019 to the eligible employees which was approved by the members of Nomination and Remuneration Committee of the Company in its meeting held on March 07, 2020. Further, there has been no change in the ESOP scheme. There were no ESOP that vested or any shares issued on vesting during the year. The ESOP scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014. The applicable disclosure prescribed under the said Regulations with regard to the ESOP scheme as at March 31, 2020 is available on the website of the Company at www.blissgvs.com.

12. Directors and Key Managerial Personnel:

Re-Appointment of Dr. Vibha Gagan Sharma (DIN: 02307289) as a director, liable to retire by rotation, who has offered herself for reappointment.

Dr. Vibha Gagan Sharma (DIN: 02307289), Whole-Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Your Directors recommend her re-appointment.

During the year, following are the changes in Directors and Key Managerial Personnel of the Company:

Re-appointment of Mr. S. N. Kamath (DIN: 00140593) as a Managing Director of the Company:

During the year, the Company has re-appointed Mr. S. N. Kamath (DIN: 00140593) as a Managing Director of the Company for the period of three years with effect from April 01, 2019 to March 31, 2022, liable to retire by rotation, which was duly approved by the shareholders of the Company in their 34th Annual General Meeting held on Friday, September 20, 2019.

Re-appointment of Dr. Vibha Gagan Sharma (DIN: 02307289) as a Whole-Time Director of the Company:

During the year, the Company has re-appointed Dr. Vibha Gagan Sharma (DIN: 02307289) as a Whole-Time Director of the Company for the period of three years with effect from January 27, 2019 to January 26, 2022, liable to retire by rotation, which was duly approved by the shareholders of the Company in their 34th Annual General Meeting held on Friday, September 20, 2019.

Re-appointment of Mrs. Shruti Vishal Rao (DIN: 00731501) as a Whole-Time Director of the Company:

During the year, the Company has re-appointed Mrs. Shruti Vishal Rao (DIN: 00731501) as a Whole-Time Director of the Company for the period of three years with effect from April 1, 2019 to March 31, 2022, liable to retire by rotation, which was duly approved by the shareholders of the Company in their 34th Annual General Meeting held on Friday, September 20, 2020.

Re-appointment of Mr. Mayank S. Mehta (DIN: 00765052) as an Independent Director of the Company:

During the year, the Company has re-appointed Mr. Mayank S. Mehta (DIN: 00765052) as Independent Director of the Company for a second term of Five (5) consecutive years commencing from August 28, 2019 to August 27, 2024, not liable to retire by rotation, which was duly approved by the shareholders of the Company in their 34th Annual General Meeting held on Friday, September 20, 2019.

Appointment of Mrs. Shilpa Bhatia (DIN: 08695595) as an Independent Woman Director of the Company:

Mrs. Shilpa Bhatia (DIN: 08695595) has been appointed as an Independent Woman Director of the Company for a term of 5 years with effect from February 11, 2020, not liable to retire by rotation subject to approval of shareholders in ensuing 35th Annual General Meeting. In continuation to this, the Company affirmed that, Mrs. Shilpa Bhatia is not debarred from holding the office of director by virtue of any SEBI order or any other authority.

Resignation of Mr. Mayank S. Mehta (DIN: 00765052) as an Independent Director of the Company:

Mr. Mayank S. Mehta (DIN: 00765052), Independent Director of the Company has resigned from the designation of Director of the Company with effect from February 24, 2020. The Company has received confirmation from Mr. Mayank S. Mehta that there are no other reasons for his resignation other than those which is provided in the resignation letter dated February 24, 2020. The Board places on record its sincere appreciation of the contribution made by Mr. Mayank S. Mehta during his association with the Company.

Continuation of Directorship of Mr. S. R. vaidya (DIN: 03600249) as an Independent Director of the Company:

Pursuant to requirement of Regulation 17(1A) of Listing Regulations, the Company has taken approval of shareholders in form of Special Resolution for continuation of directorship of Mr. S. R. Vaidya (DIN: 03600249) as Independent Director of the Company, who has attained the age of seventy five years on April 12, 2019 through postal ballot and the result declared by the Company on April 13, 2019.

13. Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014. They have also the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have individually confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the declarations and confirmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilledall the conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI Listing Regulations..

Further, the Independent Directors have also confirmed that they have complied with the Companys code of conduct.

14. Statement of Board of Directors:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

15. Board Meetings held during the year:

During the year, Four (4) meetings of the Board of Directors were held. The maximum gap between two Board meetings did not exceed 120 days. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of the Annual Report and is attached as an ‘Annexure - VIII to this Boards Report.

16. Committees of the Board:

The Board currently has Four (4) mandatory committees under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

A detailed update on the Board, its Committees, its composition, including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of the Annual Report and is attached as an ‘Annexure - VIII to this Boards Report.

17. Nomination and Remuneration Policy:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been placed on the website of the Company viz, http://www.blissgvs.com/policies-and-codes1/.

18. Evaluation of Performance of the Board, its Committees and Individual Directors:

The parameters for the performance evaluation of the Board, inter alia, includes composition of board, frequency of holding of board meetings, advice and suggestions to the Companys management, evaluation of strategic plan/policies of the Company etc.

The parameters for the performance evaluation of the Non-Independent Directors includes attendance, expertise, contribution of positive inputs into development of strategy, participation in meetings, comment on draft

The parameters for the performance evaluation of the Independent Directors includes attendance, listing of views of others, active participation in the meetings, knowledge of latest developments in applicable laws to the Company, financial reporting, draft minuets etc.

The parameters for the performance evaluation of the statutory committees includes composition of committees, terms of reference, recommendations to the board etc. The details of the evaluation process are set out in the Policy on Board Evaluation of the Company and the same is available at http://www.blissgvs.com/policies-and-codes1/

Pursuant to MCA Circular 11/2020 dated March 24, 2020, Meeting of Independent Directors of the Company for the financial year 2019-2020 along with meeting of Board to carry out an annual evaluation of performance of Board, Committees, Chairman & Directors proposed to be held in the month of August, 2020. Evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board will be carry out under the provisions of the Act, relevant Rules, and the Corporate Governance requirements as prescribed under Regulation 17 of SEBI Listing Regulations and based on the circular issued by Securities and Exchange Board of India dated January 5, 2017 with respect to Guidance Note on Board Evaluation.

19. Familiarisation Programme for the Independent Directors:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of training and familiarization programme have been provided under the Corporate Governance Report.

20. Management Discussion and Analysis:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Annual Report and is attached as an ‘Annexure - VI to this Boards Report.

21. Corporate Governance:

A Corporate Governance Report as required in accordance with Regulation 34 (3) read with Para C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Boards Report is annexed herewith as ‘Annexure - VIII and also forms part of the Annual Report.

22. Business Responsibility Report:

Securities and Exchange Board of India (‘SEBI) as per its SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI etc. Listing Regulation) has mandated the inclusion of a “Business Responsibility Report” (‘BRR) as part of Companys Annual Report for Top 1000 listed entities based on market capitalization at the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The reporting framework is based on the ‘National Voluntary

Guidelines on Social, Environmental and Economic Responsibilities of Business (‘NVGs) released b y the Ministry of Corporate Affairs, Government of India, in July 2011 which contains 9 Principles and Core Elements for each of those 9 Principles. This is the first Business Responsibility Report of the Company based on the format suggested by SEBI. Hence, in accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report is annexed herewith as ‘Annexure IX forms part of the Annual Report.

The detailed Business Responsibility Report for 2019-2020 is available on the Companys website at www.blissgvs.com based on the 9 Principles enshrined in the NVGs.

23. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the force), the Board of Directors of your Company confirm that;

i. In the preparation of the annual accounts for the financial year ended March 31, 2020, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit/loss of the Company for the year April 01, 2019 to March 31, 2020.

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ‘going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

24. Audit Reports and Auditors:

Statutory Auditor:

At the 32nd Annual General Meeting held on September 26, 2017, M/s. Kalyaniwalla& Mistry LLP, Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022. Pursuant to MCA vide circular dated May 7, 2018, the members are not required to ratify appointment of Statutory Auditors at every Annual General Meeting. However, the auditors have confirmed their eligibility, limits as prescribed in the Companies Act, 2013 and that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report for the financial year ended March 31, 2020 on the financial statements of the Company forms a part of this Annual Report. There is no disclaimer or modified opinion in the Auditors Report, which calls for any further comments or explanations.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. AVS & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2019-2020 in place of M/s. Ramesh Chandra Mishra & Associates, Practicing Company Secretaries. The being in Secretarial Audit Report for the financial annexed herewith as ‘Annexure V form parts of this Boards Report.

The observations given by Secretarial Auditor in their report for the financial following:

Sr. Observations Reply to the observations
1. Special Resolution passed by the shareholders for continuation of directorship of Mr. Subramanian Ramaswamy Vaidya as an Independent Director of the Company w.e.f. August 28, 2019 instead of April 01, 2019 who has attained the age of seventy five years pursuant company has taken approval The Company has taken necessary approvals of NRC & Board of the Company as per the requirement of the SEBI Listing Regulations, 2015. However, while taking shareholder approval for continuation of Mr. S. R. Vaidya w.e.f. April 1, 2019, the for re-appointment for his second term of five consecutive years commencing from August 28, 2019 to August 27, 2024.
2. Foreign Liabilities and Asset Statement for the financial year 2018-19 was not filed with . RBI during the audit period. The Company has taken note of the same and also initiated necessary formalities for filing with RBI at the earliest.
3. Disclosures under Regulation 7(2) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for dealings in shares by Mr. Mangesh Wagle, Promoter has not being received during the audit period but was filed subsequently suomoto by the company after the audit period. Further, as informed by the management to us, said promoter is not associated with the company since year 2006. Mr. Mangesh Wagle is not associated with the Company since year 2006 and he is taking his investment decisions independently. The Company was not aware about trades undertaken by him and as soon as the company becomes aware from information by RTA, the company has filed requisites disclosures to the stock exchanges immediately.

Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on recommendation of Audit Committee, at their meeting held on Tuesday, June 16, 2020 have Re-appointed M/s. BDO India LLP, Chartered Accountant having LLP Registration No. AAB-7880 as Internal Auditors of the Company for the financial year 2020-2021, to conduct Internal Audit of the Company.

Cost Audit:

The Central Government of India has not specified the, maintenance of the cost records under sub-section (1) of section 148 of the Companies Act, 2013 for any of the products of the Company. Accordingly, during the year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

25. Extract of Annual Return:

The extract of Annual Return as on March 31, 2020 in ‘Form MGT-9 as required under Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are provided in the ‘Annexure VII forms part of this Boards Report. Further, Annual Return of the Company also available the website of the Company at www.blissgvs.com.

26. Related Party Transactions:

In line with the requirements of the Companies Act, 2013 and amendment to the SEBI Listing Regulations, the Company has formulated a revised Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on related party transactions is available on the Companys website at http://www.blissgvs.com/policies-and-codes1/.

All related party transactions are placed before the meeting(s) of Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the financial year, for the transactions which are of a foreseen and repetitive in nature. The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arms Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2 is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report.

27. Loans and Investments:

The particulars of Loans, Guarantees and Investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2020, are set out in Note to the Standalone Financial Statements of the Company.

28. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In compliance with provisions of Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 the information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo for the financial year ended March 31, 2020, are given in ‘Annexure III and forms part of this Boards Report.

29. Risk Management:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing and monitoring the risk management plans for the Company.

The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

The Audit Committee of the Company has periodically reviewed the various risk associates with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

30. Internal Financial Controls and their Adequacy:

The Company has in place Internal Financial Control system, commensurate with size, scale and complexity of its operations to ensure proper recording of financialand operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The finance department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Statutory Auditors of the Company have monitor & evaluate the efficacy of Internal Financial Control System in the Company, it is in compliance with operating system, accounting procedures & policies at all the locations of the Company. Based on report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

31. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed and unpaid dividend of 12,44,182/- to IEPF Authority. Further, 52,561 corresponding shares on which dividend were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Corporate Governance Report and are also available on the Companys website at www. blissgvs.com.

32. Corporate Social Responsibility:

Bliss GVS being a pharmaceutical company is committed to improve the health of the general public at large and the Company is well known for its Quality and Reliability for over three decades. The present CSR initiatives focuses on recognized activities mentioned in Schedule VII of the Companies Act, 2013 in areas of Eradicating hunger, poverty and malnutrition, Education & Skill Development, Health care including preventive health care and various Women Empowerment activities. The CSR policy is available on the website of the Company http://www.blissgvs.com/investors/policies-and-codes1/ and the Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is annexed herewith as ‘Annexure IV to this Boards Report. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act, 2013.

33. Whistle Blower Policy/Vigil Mechanism:

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations and in terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a Vigil Mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy.

The Whistle Blower Policy/Vigil Mechanism Policy is available on the website of the Company at http://www.blissgvs.com/investors/ policies-and-codes1/.

34. Prevention of Sexual Harassment at Workplace:

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D division & other offices during the year under review. The Company has submitted the Annual Returns to the local authorities, as required under the above mentioned Act.

During the financial year ended March 31, 2020, no complaints pertaining to sexual harassment were received or registered by the Company and complied with the applicable provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Human Resources Management:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the workers of the Companys manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the Company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration is annexed herewith as ‘Annexure II to this Boards Report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Boards Report in ‘Annexure II if any.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, and the SEBI Listing Regulations the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on the Companys website at www.blissgvs.com.

36. Insurance of Assets:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire

37. Other General Disclosures:

i. Secretarial Standards::

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

ii. Significant Regulations/Tribunals:

During the year under review, there are no orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

iii. Reporting of Frauds by Auditors:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Board or Audit

Committee, as required under Section 134(3)(ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

38. Environmental, Safety and Health:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company had been continuously taking various steps to develop and adopt Safer Process technologies and unit operations. Your Company has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element, Enhanced level of training on Process and Behavior based safety, adoption of safe & environmental friendly production process, Installation of Bioreactors, Chemical ROs, Multipleeffect evaporator and Incinerator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

39. Bank and Financial Institutions:

The Board of Directors of the Company are thankful to their bankers for their continued support to the Company.

40. Acknowledgements:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial banks, Government authorities, customers, vendors and members during the year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and . cooperation towards the progress of your Company. and Material Orders Passed by the Courts

For and on behalf of Bliss GVS Pharma Limited

Sd/- Sd/-
S. R. Vaidya S. N. Kamath
Chairman & Independent Director Managing Director
(DIN:03600249) (DIN:00140593)
Place: Mumbai
Date: August 20, 2020