Bliss GVS Pharma Ltd Directors Report.

Dear Members,

Your directors are pleased to present their 37th Annual Report 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, 2022.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakh)

Standalone Consolidated
Particulars 2021-2022 2020-2021 2021-2022 2020-2021
Gross Total revenue 66,898.46 48,319.56 77,894.60 59,742.98
Profit before tax and exceptional item 12,365.52 9,118.67 12,775.98 10,412.70
Profit for the year (after tax and attributable to shareholders) 9,266.40 6,750.08 2,312.65 7,397.16
Other Comprehensive Income for the year (not to be reclassified to P&L) 30.27 52.40 30.27 52.40
Other Comprehensive Income for the year (to be reclassified to P&L) (771.13) (103.69)
Surplus brought forward from last balance sheet 67,622.44 61,335.69 73,722.85 67,337.09
Profit available for appropriation 77,051.01 68,138.18 75,389.04 74,238.58
Appropriations:
Dividend 517.54 515.73 517.54 515.73
Tax on Dividend
Other (incl. Impairment of Eco Rich Investment)
Surplus carried forward 76,533.47 67,622.44 74,871.50 73,722.85

2. COMPANY PERFORMANCE:

Standalone:

During the financial year 2021-22, total revenue of the Company on standalone basis increased to H 66,898.46 Lakh as against H 48,319.56 Lakh in the previous year. Profit Before Tax and Exceptional items of H 12,365.52 Lakh as against H 9,118.67 Lakh in the previous year, Profit After Tax of H 9,266.40 Lakh as against H 6,750.08 Lakh in the previous year.

Consolidated:

During the financial year 2021-22, total revenue of the Company on consolidated basis increased to H 77,894.60 Lakh as against H 59,742.98 Lakh in the previous year. Profit Before Tax and Exceptional items H 12,775.98 Lakh as against H 10,412.70 Lakh in the previous year, Profit After Tax of H 2,312.65 Lakh as against H 7,397.16 Lakh in the previous year.

3. DIVIDEND:

The Board of Directors at their meeting held on April 30, 2022 has recommended a dividend of H 0.50 paisa (i.e. 50%) per equity share of H 1/- each for the year ended March 31, 2022 subject to the approval of the shareholders at the ensuing 37th Annual General Meeting of the Company. The dividend payout shall be in compliance with applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulation) & Companies Act, 2013 (the Act). 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.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 require the top 1000 listed companies (by market capitalization as on March 31 of every financial year) to disclose a Dividend Distribution Policy in the annual report and on the companys website. The Board of Directors of Bliss GVS Pharma Limited has adopted this Dividend Distribution Policy to comply with these requirements. The Dividend Distribution Policy of the Company is available on the Companys website which can be accessed at http://www. blissgvs.com/policies-and-codes1/

Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2022 is H 10,36,77,922/- (Rupees Ten Crores Thirty-six Lakh

Seventy Seven Thousand Nine Hundred and Twenty Two Only). Out of the total paid up share capital of the Company, 33.14% is held by the Promoter & Promoter Group in fully dematerialized form and remaining balance of 66.86% 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 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, 2022.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2022.

5. DEPOSITS:

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.

6. 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.

7. 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.

However, the Board of Directors of the Company at their meeting held on September 06, 2021 and November 18, 2021 had approved Issue & Allotment of 1,51,750 (One Lakh Fifty One Thousand Seven Fifty) & 1,69,000 (One Lakh Sixty Nine Thousand) equity shares of face value of H . 1/- each (Rupees

One Only) for cash/cheque at an Exercise Price (Issue Price) of H 43/- (Rupees Forty Three Only) including premium of H 42/- (Rupees Forty Two Only) per share aggregating to H 63,74,750/- (Rupees Sixty Three Lakh Seventy Four Thousand Seven Hundred and Fifty Only) under ‘Bliss GVS Pharma Limited-Employee Stock Option Plan 2019 (‘Bliss GVS ESOP-2019) to the eligible employees under the said Plan, pursuant to exercise of stock options granted thereunder.

Pursuant to the above allotment, as on the date of this report the paid-up equity share capital of the Company is H 10,36,77,922 (Rupees Ten Crores Thirty- Six Lakh Seventy-Seven Thousand Nine Hundred and Twenty-Two Only) divided into 10,36,77,922 (Ten Crores Thirty- Six Lakh Seventy-Seven Thousand Nine Hundred and Twenty-Two Only) equity shares of H 1/- each as compared to H 10,31,46,672/- (Rupees Ten Crores Thirty-One Lakh Forty-Six Thousand Six Hundred and Seventy-Two Only) divided into (Ten Crores Thirty-One Lakh Forty Six Thousand Six Hundred and Seventy-Two) equity shares of H 1/- each as on March 31, 2021.

8. SUBSIDIARIES COMPANIES & ASSOCIATE:

Incorporation of Step-Down Subsidiary

"Bliss GVS International PTE Ltd" Singapore, a wholly owned subsidiary of Bliss GVS Pharma Limited ("the Company"), has incorporated a wholly owned subsidiary namely, Asterisk Lifesciences Democratic Republic of Congo ("DRC"). The details of the same is given below:

Details regarding incorporation of a step-down subsidiary in DRC

Sr. No. Particulars Details
1 Name of the target entity, details in brief such as size, turnover etc. Asterisk Lifesciences DRC
Turnover: Not applicable since this is newly incorporated Company
2 Whether the acquisition would fall within related party transaction(s) and whether the promoter / promoter group / group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arms length" "Bliss GVS International PTE Ltd" Singapore, a subsidiary of the Company, has incorporated a wholly owned subsidiary namely, "Asterisk Lifesciences DRC". Incorporation of Asterisk Lifesciences DRC is a related party for the Company.
Further, none of the promoter/promoter group companies have any interests in the newly incorporated entity.
3 Industry to which the entity being acquired belongs Pharmaceutical formulations, APIs., Cosmetics, Confectionery, food items, healthcare services, machinery, process equipment, diagnostic and medical equipments.
4 Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) The Companys purpose is:
• Marketing, distribution & sale of pharmaceutical formulations at affordable prices for the local market;
• Sale of pharmaceutical and para pharmaceutical products, articles, equipment, supplies and materials of all kinds;
• Consignment and wholesale distribution of all imported pharmaceutical and para pharmaceutical articles, products and goods.
• Any operation of importation, purchase and storage of drugs and other health products with a view to their distribution directly to the various pharmacies and authorized health structures.
• Importation, Selling and distribution of pharmaceutical formulations, APIs, cosmetics, confectionary, food item, machineries, process equipments, healthcare services, diagnostics, medical equipments, pharmacy, warehousing, manufacturing of pharmaceutical formulations, packaging & repackaging of pharmaceutical, cosmetic and allied products.
5 Brief details of any governmental or regulatory approvals required for the acquisition Not applicable
6 Indicative time period for completion of the acquisition; Not applicable
7 Nature of consideration - whether cash consideration or share swap and details of the same; It is newly formed subsidiary with Share Capital of USD 1000.
8 Cost of acquisition or the price at which the shares are acquired; USD 1,000 as Share Capital Contribution
9 Percentage of shareholding / control acquired and / or number of shares acquired; Bliss GVS International PTE Ltd" Singapore, a subsidiary of the Company, owns 100% in the new entity viz." Asterisk Lifesciences DRC"
10 Brief background about the entity acquired in terms of products / line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief); The entity is newly incorporated.
Date of incorporation: Jan 15, 2022
Last 3 years turnover: Not applicable
Country of incorporation: Democratic Republic of Congo

As on March 31, 2022, the Company has 2 wholly owned subsidiaries, 1 partly owned subsidiary and 4 step-down subsidiaries. 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, 1 partly owned subsidiary 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 this 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 ‘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 financial statements together with relevant documents has been placed on the website of the Company www.blissgvs.com. Further, as per fourth proviso of the said section, the audited annual accounts of each of the subsidiary companies have been placed on the website of the Company, http://www.blissgvs.com/investors/ financials/financial-subsidiaries/.

The Company has policy for determining material subsidiary and the same is available on the Companys website at http://www. blissgvs.com/policies-and-codes1/

During the year, the Company has sold its subsidiary named Bliss GVS Clinic Health Care Pte Ltd, Singapore for a consideration of USD 3,75,000 vide agreement dated November 25, 2021. Bliss GVS Clinic Health Care Pte Ltd, Singapore was not material subsidiary for the Company.

9. PROJECTS & EXPANSION PLANS

Purchase of Immovable Property at Halol, Vadodara

During the year, the Company has purchased Immovable Property situated at Village R.S. Nos. 525/A/2-P, 537, 536-A, 536-B, 541-P and 542 of Village Ishwarpura, Asoj, Taluka Waghodia, Vadodara Halol Highway, District Vadodara, Gujarat admeasuring 1,15,187 sq. mtrs. from JM Financial Asset Reconstruction Company Limited ("JMFARC") by way of Private Treaty under the provisions of SARFAESI Act for the expansion of Manufacturing Capability, Research & Development, Business Operations and Development of the Company. The Company has received Sale Confirmation Letter bearing reference no. JMFARC/KG/FY22/0626 dated September 17, 2021 from JMFARC.

10. AUTHORITY APPROVALS

a. Russian Good Manufacturing Practice (‘GMP") Approval

During the year, the Company received the Russian GMP Certificate for manufacturing unit situated at Plot no. 11, Survey no. 38/1, Dewan Udyog Nagar, Aliyali Village, Tal. Dist-Palghar, 401404 from Ministry of Industry & Trade of the Russian Federation on the compliance of the manufacturer (foreign manufacturer) of medicinal products for medical use with the requirements of the Rules of Good Manufacturing Practice.

With a population of 145 million, Russia is worlds 14th largest pharmaceutical market in terms of volume, with a pre-pandemic annual growth rate of about 8%. At the same time, more than 70% of medicines in the retail market are imported which makes Russia an attractive pharmaceutical export market. Russia being a key member of Eurasian Economic Union, this GMP approval opens the access for Bliss GVS to Russian Pharmaceutical market along with other member CIS countries. We intend to launch products in Gynaecology, Urology and Anti-Haemorrhoidal segments across these markets.

b. GMP Compliance Certificate from TGA

During the year, the Company received an approval of "Certificate of GMP Compliance of a Manufacturer" from Therapeutic Goods Administration (TGA), Department of Health, Australia for its manufacturing unit situated at Plot no. 11, Survey no. 38/1, Dewan Udyog Nagar, Aliyali Village, Tal. Dist-Palghar, 401404 after an inspection.

11. 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 total unclaimed and unpaid Final dividend of H 15,57,355 for the F.Y. 2013-2014 to IEPF Authority.

Further 83,194 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 standing 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

12. 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 time being in 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, 2022, 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, 2022 and of the profit/loss of the Company for the financial year from April 1, 2021 to March 31, 2022.

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 effectively; and.

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.

13. EMPLOYEE STOCK OPTION PLAN (ESOP):

The Company has in force the Employee Stock Option Plan "ESOP 2019" 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.

During the year, there have been no material changes to this scheme. The ESOP scheme is in compliance with the "SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021". The applicable disclosure prescribed under the said Regulations with regard to the ESOP scheme as at March 31, 2022 is available on the website of the Company at www.blissgvs.com.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Gagan Harsh Sharma (DIN: 07939421), Managing Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his re-appointment.

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

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

Mr. S. N. Kamath (DIN: 00140593), Managing Director of the Company has resigned from the designation of Director of the Company with effect from May 11, 2021. The Company has received confirmation from Mr. S. N. Kamath that there are no other reasons for his resignation other than those which is provided in the resignation letter dated May 11, 2021. The Board places on record its sincere appreciation of the contribution made by Mr. S. N. Kamath during his association with the Company.

Appointment of Mr. Gagan Harsh Sharma (DIN: 07939421) as a Managing Director of the Company:

Mr. Gagan Harsh Sharma (DIN: 07939421) has been appointed as a Managing Director of the Company for a period of 3 years with effect from May 11, 2021, liable to retire by rotation which was duly approved by the shareholders in 36th Annual General Meeting held on September 21, 2021.

Re-appointment of Mr. Santosh Laxman Parab (DIN:01622988) as an Independent Director of the Company:

Mr. Santosh Laxman Parab (DIN:01622988) has been Reappointed as an Independent Director of the Company for a period of 5 years with effect from May 26, 2021, not liable to retire by rotation which was duly approved by the shareholders in 36th Annual General Meeting held on September 21, 2021

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

Dr. Vibha Gagan Sharma (DIN: 02307289) has been Re-appointed as Whole-Time Director of the Company for a period of 3 years with effect from January 27, 2022 to January 26, 2025, liable to retire by rotation which was duly approved by the shareholders in 36th Annual General Meeting held on September 21, 2021

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

Mrs. Shruti Vishal Rao (DIN: 00731501) has been Re-appointed as Whole-Time Director of the Company for a period of 3 years with effect from April 01, 2022 to March 31, 2025, liable to retire by rotation which was duly approved by the shareholders in 36th Annual General Meeting held on September 21, 2021

15. 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 meet 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 furnished 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.

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 fulfilled all 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.

16. STATEMENT OF BOARD OF DIRECTORS:

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

17. BOARD MEETINGS HELD DURING THE YEAR:

The Board met four (4) times during the financial year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty 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 - VII to this Boards Report.

18. COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Five (5) Committees as on 31st March, 2022:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders Relationship Committee,

• Corporate Social Responsibility Committee.

• Risk Management Committee

A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of committee meetings held and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

19. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The evaluation criteria include inter-alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and management, meetings of the Board, including regularity and frequency, discussion and dissent, corporate culture and values, governance and compliance, evaluation of risk amongst others. The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximise strengths and highlight areas for further development.

The Criteria for Evaluation of Performance has been disclosed in the policy for Evaluation of Board of Directors which is hosted on the Companys website at http://www.blissgvs.com/policies-and-codes1/. The performance evaluation is conducted in the following manner:

• Performance evaluation of Board, Chairman, Managing Director, Non-Executive Director and Executive Director is conducted by the Independent Directors;

• Performance evaluation of Committee is conducted by the Board of Directors;

• The performance evaluation of Independent Directors is conducted by the entire Board of Directors.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2021-22 by the Board. This included performance evaluation of all the Independent Directors by the entire Board. The Independent Directors had met separately on January 29, 2022 without the presence of Non-Independent Directors and the Members of Management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

20. 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 at http://www. blissgvs.com/policies-and-codes1/

21. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Annual Report is annexed herewith as ‘Annexure-VI to this Boards Report.

22. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2022 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.blissgvs.com By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (form MGT- 9) as part of the Boards Report.

23. 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 Familiarization Programme for the Independent Directors to familiarize 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. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. Details of Familiarization Programme conducted are available on the website of the Company http:// www.blissgvs.com/policies-and-codes1/

24. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations forms part of the Annual Report is annexed herewith as ‘Annexure-VII. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

25. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ‘Annexure-II of this Boards report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company http://www.blissgvs.com/investors/policies-and-codes1/

26. AUDIT REPORTS AND AUDITORS:

Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants was appointed as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 32nd AGM of the Company held on September 26, 2017 till the conclusion of the AGM to be held in the year 2022. The Board of directors of the company has recommended the re-appointment of M/s. Kalyaniwalla & Mistry LLP (FRN: 104607W / W100166) for second term for a period of five consecutive years from the conclusion of ensuring AGM till the conclusion of the AGM to be held for the financial year 2026-27. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017, notified on May 7, 2018.

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, 2022 on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, 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 Act 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 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as ‘Annexure–V form parts of the Boards Report.

The observations given by Secretarial Auditor in their report for the financial year ended March 31, 2022 are self-explanatory except the following:

Due to impact of second wave of COVID-19 & inability to appoint director, the Company was not in compliance with the requirements of minimum number of Non-Executive Directors on the Board under Regulation 17(1) of SEBI (LODR) Regulations, 2015 for some days during the audit period. However, the Company was in compliance with the said regulations as on March 31, 2022. The Company has taken note of the same.
Composition of Board of the Company as on March 31, 2022 is in compliance with the regulation 17(1) of SEBI (LODR) Regulations, 2015.

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 April 30, 2022 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 2022-23, to conduct Internal Audit of the Company.

Cost Audit:

The Central Government of India has not specified the maintenance the of cost records under sub-section (1) of section 148 of the Act 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.

27. RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at http://www.blissgvs.com/policies-and-codes1/ . The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All related party transactions are placed before the Audit Committee for its review and approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for a 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.

28. LOANS AND INVESTMENTS:

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, 2022, are set out in Notes to the Standalone Financial Statements of the Company.

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.

The Company has constituted its Risk Management Committee and also adopted its policies. Details of the same mentioned in Corporate Governance Report which is a part of this Annual Report.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as Annexure-IV to the Boards report

31. 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 financial and 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, if any, 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.

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms that no Director/ employee has been denied access to the Chairman and Audit Committee and that no complaints were received during the year. This Policy is available on the website of the Company: http://www.blissgvs.com/investors/policies-and-codes1/

33. 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 endeavour 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 adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

During the year, the Company received two Complaints which was resolved by the Internal Complaints Committee of the Company. There are no Complaints pending at the end of the Financial year. The Company has 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.

34. HUMAN RESOURCES MANAGEMENT:

We are committed to hiring and retaining the best talent and being among the industrys leading employers. We focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their career and navigate their next.

In terms of compliance with provisions of Section 197(12) of the Act read with rule 5(1) 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-III 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 if any.

35. BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. In compliance with the Listing Regulations, we have integrated BRR disclosures into our Annual Report. The Business Responsibility Report of the Company for the year ended March 31, 2022, forms part of the Annual Report and closed as Annexure VIII and is also made available on the website of the Company 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 and allied risks.

37. CREDIT RATING

During the year, Credit Rating of the Company has been revised by M/s. Infomerics Valuation and Rating Private Limited w.r.t. bank facilities. details w.r.t. the revision in rating for the credit facilities of the Company are as follows:

Facilities Amount (J crore) Current Ratings Previous Ratings Rating Action Bank Name
Long Term Bank Facilities 84.25 (increased from H 70.00 crore) IVR BBB / Stable (IVR Triple B with Stable Outlook) IVR BBB- /Positive (IVR Triple B Minus with Positive Outlook) Revised Exim Bank and Federal Bank
Short Term Bank Facilities 75.00 (reduced from H 90.00 crore) IVR A3+ (IVR A Three Plus) IVR A3 (IVR A Three) Revised Federal Bank
Total 159.25 (One Hundred and Fifty-Nine Crore and Twenty-Five Lakh)

38. 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 complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively.

ii. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS/TRIBUNALS:

During the year there are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Companys 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.

39. ENVIRONMENTAL, SAFETY AND HEALTH:

The 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. The 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, Multiple effect 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.

40. BANK AND FINANCIAL INSTITUTIONS:

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

41. ACKNOWLEDGEMENTS:

The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders – shareholders, investors, customers, suppliers, business associates, Companys bankers, regulatory, medical professionals, business associates and governmental authorities for their cooperation, assistance and support. Further they also wish to thank their employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

For and on behalf of the Board of Directors
Bliss GVS Pharma Limited
Sd/- Sd/-
S. R. Vaidya Gagan Harsh Sharma
Chairman & Independent Director Managing Director
DIN: 03600249 DIN: 07939421
Place: Mumbai
Date: April 30, 2022