Bliss GVS Pharma Ltd Directors Report.

Dear Members,

Your directors are pleased to present their 36th 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, 2021.

1. Financial Highlights :

(Rs In Lakh)

Particulars Standalone Consolidated
2020 21 2019-20 2020 21 2019 20
Gross Total revenue 48,319.56 47,895.17 59,742.98 72,849.49
Profit before tax and exceptional item 9,118.67 12,171.25 10,412.70 14,234.60
Profit for the year (after tax and attributable to shareholders) 6,750.08 9,233.43 7,397.16 9,525.28
Other Comprehensive Income for the year (not to be reclassified to P&L) 52.40 (25.65) 52.40 (25.65)
Other Comprehensive Income for the year (to be reclassified to P&L) (103.69) 392.56
Surplus brought forward from last balance sheet 61,335.69 53,368.82 67,337.09 58,776.56
Profit available for appropriation 68,138.18 62,576.59 74,238.58 68,978.71
Appropriations:
Dividend 515.73 1,031.47 515.73 1,243.49
Tax on Dividend 209.43
Other (incl. Impairment of Eco Rich Investment) (398.13)
Surplus carried forward 67,622.44 61,335.69 73,722.85 67,337.09

2. COVID-19

The COVID-19 pandemic has brought unprecedented challenges both for people and society. During these tough times, your Company provided unwavering support to its employees and their families and its stakeholders. Your Company has followed the various guidelines issued by the Central and State Government to prevent the spread of deadly Covid- 19 virus. A thorough thermal scanning and sanitization protocol was introduced at all the plants and symptoms through voluntary disclosure. Work from home was provided, wherever possible, to maintain lean staff in the work area. Employees who worked at the office/plant during lockdown period were given additional incentive. Compensation was given to dependents of employees who expired due to COVID-19 as per the policy. Your Company has also conducted COVID-19 vaccination drive for Bliss GVS employees for their ease and convenience.

3. Company Performance:

Standalone:

During the financial year 2020-21, total revenue of the Company on standalone basis increased to 48,319.56 lakhs as against 47,895.17 lakhs in the previous year. Profit Before Tax of 9,118.67 lakhs as against 12,171.25 lakhs in the previous year, Profit After Tax of 6750.08 lakhs as against 9,233.43 lakhs in the previous year.

Consolidated:

During the financial year 2020-21, total revenue of the Company on consolidated basis decreased to . 59,742.98 lakhs as against 72,849.49 lakhs in the previous year. Profit Before Tax of 10,412.70 lakhs as against 14,234.60 lakhs in the previous year, Profit After Tax of 7,397.16 lakhs as against 9,525.28 lakhs in the previous year.

4. Dividend

The Board of Directors at their meeting held May 11, 2021 has recommended a dividend of 0.50 paisa (i.e. 50%) per . Monitoring employees for equity share of 1/- each for the year ended March 31, 2021 subject to the approval of the shareholders at the ensuing 36th 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 Company has formulated a dividend policy which was approved by the Board in its meeting held on July 31, 2021. The policy is hosted on the website at http://www. blissgvs.com/policies-and-codes1/

5. Share Capital:

The paid-up Equity Share Capital of the Company as on March 31, 2021 is 10,31,46,672/- (Rupees Ten Crores Thirty-One Lakhs Forty Six Thousand Six Hundred and Seventy Two Only). Out of the total paid up share capital of the Company, 33.31% is held by the Promoter & Promoter Group in fully dematerialized form and remaining balance of 66.69% 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, 2021.

6. Transfer to Reserves:

The Company has not transferred any amount to the

Reserve for the financial year ended March 31, 2021.

7. 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.

8. 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.

9. Material changes and commitment, position ifany, 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 May 11, 2021 had approved Issue & Allotment of 2,10,500 (Two Lakhs Ten Thousand Five Hundred) equity shares of face value of . 1/- each (Rupees One Only) for cash/cheque at an Exercise Price

(Issue Price) of 43/- (Rupees Forty Three Only) including premium of 42/- (Rupees Forty Two Only) per share aggregating to 90,51,500/- (Rupees Ninety Lakhs Fifty

One Thousand Five Hundred 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 10,33,57,172/- (Rupees Ten Crores Thirty-Three Seven Thousand One Hundred and Seventy- - LakhsFifty

Two Only) divided into 10,33,57,172 (Ten Crores Thirty-

Three Lakhs Fifty-Seven Thousand One Hundred and Seventy Two) equity shares of 1/- each as compared to 10,31,46,672/- (Rupees Ten Crores Thirty-One Lakhs

Forty-Six Thousand Six Hundred and Seventy-Two Only) divided into (Ten Crores Thirty-One Lakhs Forty Six Thousand Six Hundred and Seventy-Two) equity shares of 1/- each as on March 31, 2021.

10. Subsidiaries Companies & Associate:

The Company has 4 wholly owned subsidiaries and 3 step-down subsidiaries as on March 31, 2021. 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 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/

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 is material subsidiary for the Company as on March 31, 2021.

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 dividend of . 22,26,154 to

IEPF Authority. Further 1,04,696 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, 2021, 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, 2021 and of the profit/loss of the Company for the year April 1, 2020 to March 31, 2021.

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 had set up 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.

Pursuant to approval accorded by the members on April 13, 2019 through Postal Ballot, the Company can issue & allot up to 60,00,000 (Sixty Lakh) Options to its eligible employees under the Bliss GVS Pharma Limited

Employee Stock Option Plan, 2019. These Options would be convertible into 60,00,000 (Sixty Lakhs) equity shares of face value of 1/- each at the pre-determined exercise price.

Disclosures with respect to section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBI

Circular dated June 16, 2015 on ESOP Disclosures as on March 31, 2021 are as follows.

Nature of Disclosures Particulars
Options granted On March 07, 2020 - 27,61,000 (Twenty Seven Lakhs Sixty One Thousand) Options Granted.
Options Vested 6,90,250
Options Exercised Nil
The total number of shares arising as a result of exercise of option NA
Options Lapsed Nil
The exercise price NA
Variation of terms of options Nil
Money realized by exercise of options NA
Total number of options in force 6,90,250
Employee wise details of options granted to:
(i) Key managerial personnel Yes, Options were granted to the following Key Managerial Personnel:
1. Mr. Vipul B. Thakkar CFO - 50,000 at Rs 43/- each shares
2. Ms. Aditi Bhatt CS 9000 at Rs 43/- each shares
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. 3. No employee received a grant of options in any one year of option amounting to five percent or more of options granted during that year.
(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; 4. There are no identified employees who were granted option, during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant
Nature of Disclosures Particulars
Relevant disclosures in terms of the Guidance note on accounting for employee share-based payments issued by ICAI or any other relevant accounting standards as prescribed from time to time 5. Members may refer to the audited financial statement prepared as per IndAS for the year 2020-21.
Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time NA as no shares was issued & allotted during the year
Date of shareholders approval April 13, 2019
Total number of options approved under ESOP Scheme Vesting requirements 60,00,000 (Sixty Lakh) Options
The Options granted would Vest in to the Eligible Employee in 4 (four) installments in the following manner:
(a) 25% of the total number of Options granted after 12 months, from the date of Grant of Options.
(b) 25% of the total number of Options granted after 24 months, from the date of Grant of Options.
(c) 25% of the total number of Options granted after 36 months, from the date of Grant of Options.
(d) 25% of the total number of Options granted after 48 months, from the date of Grant of Options.
Exercise price or pricing formula Closing price of the Companys Equity Shares quoted on the stock exchanges immediately prior to the date of Grant of the Options, as discounted by the Nomination & Remuneration Committee.
Maximum term of options granted The maximum exercise period for Exercise of an Option would be 6 (six) months from the date of its Vesting.
Source of shares Primary
Method used to account for ESOP - Intrinsic or fair value Fair Value

i. Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this and on EPS of the company shall also be disclosed:

The Company has prepared its financials based on IndAS and calculated the employee compensation cost using fair value options and there is no difference.

ii. Option movement during the year (For each ESOS):

Particulars Details
Number of options outstanding at the beginning of the period 60,00,000*
Number of options granted during the year Nil
Number of options forfeited / lapsed during the year Nil
Number of options vested during the year 6,90,250
Number of options exercised during the year Nil
Number of shares arising as a result of exercise of options NA
Money realized by exercise of options (INR), if scheme is implemented directly by the company NA
Loan repaid by the Trust during the year from exercise price received NA
Number of options outstanding at the end of the year 60,00,000*
Number of options exercisable at the end of the year 6,90,250

*Thefigures for Bliss GVS ESOP-2019 is inclusive of the options granted on March 07, 2020.

iii. Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock: NA as none of the options were exercised during the year.

iv. A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information - NA as none of the options were exercised during the year.

a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model;

b) the method used and the assumptions made to incorporate the effects of expected early exercise;

c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility;

d) Whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition;

v. Until all options granted in the three years prior to the IPO have been exercised or have lapsed, disclosures of the information specified above in respect of such options shall also be made - NA

There have been no material changes to this scheme during the year. There was no new grant made 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 on disclosure prescribed under the said Regulations with regard to the ESOP scheme as at March 31, 2021 is available on the website of the Company at www.blissgvs. com

14. Directors and Key Managerial Personnel:

Mrs. Shruti Vishal Rao (DIN: 00731501), Whole-Time Director of the Company, is liable to retire by rotation at the forthcoming Annual General Meeting and being

Your directors eligible, recommend her re-appointment.

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

Resignation of Mr. Gautam Ashra (DIN: 00140942) as a Non-Executive Director of the Company:

Mr. Gautam Ashra (DIN: 00140942), Non-Executive Director of the Company has resigned from the designation of Director of the Company with effect from June 12, 2020. The Company has received confirmation from Mr. Gautam

Ashra that there are no other reasons for his resignation other than those which is provided in the resignation letter dated June 12, 2020. The Board places on record its sincere appreciation of the contribution made by Mr. Gautam Ashra during his association with the Company.

Re-appointment of Mr. Vipul Thakkar as Chief Financial Officer and Key Managerial Personnel of the Company:

During the year, the Company has re-appointed Mr. Vipul Thakkar as Chief Financial Officer and Key Managerial Personnel of the Company with effect from August 20, 2020.

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

Mr. Gagan Harsh Sharma (DIN:07939421) has been appointed as an Additional Director (Executive Director) of the Company with effect from January 21, 2021 subject to approval of shareholders in ensuing 36th Annual General Meeting. In Continuation to this, the Company affirmed that, Mr. Gagan Harsh Sharma is not debarred from holding the office of director by virtue of any SEBI order or any other authority.

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 specifiedunder 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 times during the financialyear.

The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days except a gap of 125 days between Board meetings of February 11, 2020 and June 16, 2020 which was caused due to COVID-19 pandemic and nationwide lockdown and this gap was in compliance with SEBI circulars i.e. Vide Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 and SEBI/HO/CFD/CMD1/CIR/P/2020/106 dated June 24, 2020 and Ministry of Corporate Affairs Circular No. General Circular No. 11/2020.

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 Four (4) Committees as on 31st March, 2021: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility 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:

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 performance evaluation of the Board, Chairman, Managing Director, Non-Executive Director and Executive Director is conducted by the Independent Directors in their separate meeting. The criteria for performance evaluation of the Board included aspects such as Board composition and of Board processes, contribution structure, in the long-term strategic planning, etc. 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.

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.

During the year, Board Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Peer Evaluation of the Directors.The evaluation process focused on Board dynamics, committee effectiveness, information flow to the Board or its committees, among other matters.

The methodology included various techniques such as questionnaire, giving of ratings, one-on-one discussions, if required, etc. The recommendations were discussed with the Board and individual feedback was provided.

20. 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/

21. 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/

22.Extract of Annual Return:

The Annual Return of the Company as on March 31, 2021 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. 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.

24. Corporate Governance:

Your Company believes in adopting best corporate governance practices. 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-VII and also forms part of this Annual Report.

25. Audit Reports and Auditors:

Statutory Auditor:

Under 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 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. However, the auditors have confirmedtheir 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, 2021 on the financialstatements of the Company forms partofthisAnnualReport. Thereisno 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 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 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, 2021 are self explanatory except the followings:

Sr. No. Observations Reply to the observations
1. Composition of Board of the Company is not in accordance with the regulation 17(1) of SEBI (LODR) Regulations, 2015 as on March 31, 2021 The Company has taken note of the same. Composition of Board of the Company as on the date of board report is in compliance with the regulation 17(1) of SEBI (LODR) Regulations, 2015.
2. Credit Ratings received from Informerics Ratings dated October 26, 2020 and December 18, 2020 has been submitted to the stock exchanges on January 13, 2021 which was not within 24 hours from the date of revision in ratings as required under Regulation 30 read with Schedule III of SEBI (LODR) Regulations, 2015. However as informed by the Company, the said delay was occurred due to change in Credit Rating Agency. The Company believes in Compliance and Corporate Governance and always meeting all the terms and conditions thereof. The said delay was happened due to change in Credit Rating Agency. The company will ensure the prescribed timeline in future.

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 May 11, 2021 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 2021-22, 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.

26.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.

27. 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, 2021, are set out in Notes 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 Act 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 year ended March 31, 2021, are given in ‘Annexure–IV 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 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.

31.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/

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 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 which is available on the website of the Company: http://www.blissgvs.com/ investors/policies-and-codes1/ Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.

The Company has constituted an Internal Complaints Committee in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and is accordingly fully compliant.

During the financial year ended March 31, 2021, no complaints pertaining to sexual harassment were received or registered by the Company.

34.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-III to this Boards Report.

IntermsofSection197(12)oftheCompaniesAct,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-III if any.

35.Business Responsibility Report

SEBI Listing Regulations 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). In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report is annexed herewith as ‘Annexure-VIII forms part of this Annual Report.

The detailed Business Responsibility Report for 2020-21 is available on the Companys website at www.blissgvs.com based on the 9 Principles enshrined in the NVGs.

36.Insurance of Assets

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

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 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 the Company had filed a suit in the High Court of Justice, Ghana in its Commercial Division against infringing party (the "Defendant") in connection with infringement of the Companys registered trademark being illegally manufactured by the defendant. The Court granted ex-parte interim relief(s) to the Company and ordered registrar of Ghana to seize the infringing products.

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, 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.

39.Bank and Financial Institutions:

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

40. Acknowledgements:

Your directors placed on record their deep appreciation to employees at all levels for their hard work, dedication and commitment, in particular during this unprecedented year. The Directors place on record their special gratitude toward the front-line employees who were working in our factories and in the market to ensure that the Companys products reach to the consumers.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Stock Exchanges, Government and Regulatory Authorities for their continued support. The co-operation extended by the Government and Regulatory Authorities across the country during this year enabled the Company to serve the consumers with health and hygiene essential products.

For and on behalf of the Board of Directors

For Bliss GVS Pharma Limited

Sd/- Sd/-
S. R. Vaidya Gagan Harsh Sharma
Chairman & Independent Director Managing Director
(DIN:03600249) (DIN:07939421)
Place: Mumbai
Date: July 31, 2021