Bliss GVS Pharma Ltd Directors Report

111.45
(2.27%)
Jul 23, 2024|02:09:59 PM

Bliss GVS Pharma Ltd Share Price directors Report

Dear Members,

The Board of Directors are pleased to submit its report on the performance of the Company along with the audited standalone and consolidated financial statements for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

(H in Lakhs)

Standalone

Consolidated

Particulars

Year ended 31st March,

Year ended 31st March,

Year ended 31st March,

Year ended 31st March,

2023 2022 2023 2022
Gross Total revenue 64,910.58 66,898.46 76,937.39 77,894.98
Profit before tax and exceptional item 11,569.22 12,365.52 10,607.16 12,775.98
Profit for the year (after tax and attributable to shareholders) 8,547.86 9,266.40 7,673.48 2,312.65
Other Comprehensive Income for the year (not to be reclassified to P&L) (66.62) 30.27 (62.06) 30.27
Other Comprehensive Income for the year (to be reclassified to P&L) - - (576.10) (771.13)
Surplus brought forward from the last balance sheet 76,533.47 67,622.44 74,871.50 73,722.85
Profit available for appropriation 85,137.12 77,051.01 82,011.48 75,389.04
Appropriations:
Dividend 519.04 517.54 519.04 517.54
Tax on Dividend - -
Surplus carried forward 84,618.08 76,533.47 81,492.44 74,871.50

2. OVERVIEW OF FINANCIAL PERFORMANCE:

During the financial year ended 31st March, 2023, the Companys total revenue from operations including other income on a standalone basis was H64,910.58 Lakhs as compared to H66,898.46

Lakhs in the previous year.

During the financial year ended 31st March, 2023, the Company and its subsidiarys total consolidated revenue from operations including other income on a consolidated basis reduced to H76,937.39 Lakhs as against H77,894.60 Lakhs in the previous year.

During the financial year ended 31st March, 2023, Standalone Profit before Tax and Exceptional item decreased to H11,569.22

Lakhs as against H12,365.52 Lakhs in the previous year whereas Consolidated Profit before Tax and Exceptional item decreased to H10,607.16 as against H12,775.98 Lakhs in the previous year.

The Standalone Net Profit for the financial year ended 31st March, 2023 decreased to H8,547.86 Lakhs as against H9,266.40 Lakhs in the previous year while Consolidated Net Profit increased to H7,673.48 Lakhs as against H2,312.65 Lakhs in the previous year.

3. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

The financial year 2022-2023 was a decent year for the Company in terms of financial performance. We are one of the manufacturers of suppositories and pessaries in the world and Sub-Saharan Africa continues to be the largest market for us, accounting for more than 80% of our sales volume. In the years ahead, the organization intends to increase its market share in economies other than

Africa. The Companys position in the market is further solidified by its relentless focus on innovation and strong R&D skills. Also, it consistently invests in upgrading its manufacturing and R&D capabilities to seize potential opportunities. To stay ahead of the curve, the Company is gearing up to work with several domestic and international market players.

Further information on the Business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

Completion of US FDA Inspection at Plot 11 of the Company:

The United States Food and Drug Administration (‘US FDA) conducted a Pre-Approval Inspection (PAI) and Good Manufacturing Practice (GMP) inspection at the Companys manufacturing unit at Plot No. 11, Survey No. 38/1, Dewan Udyog Nagar, Aliyali Village, Palghar, 401404, Maharashtra from Monday, March 13, 2023, to Friday, March 17, 2023.

After the inspection, the US FDA issued a Form 483 with 3 minor observations. The observations are procedural in nature. None of the observations relate to data integrity. The Company shall prepare detailed responses to the observations that have been submitted to the US FDA within the stipulated timelines.

4. 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.

5. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2023, is H10,41,52,672/- (Rupees Ten Crores Fourty-One Lakh

Fifty-Two Thousand Six Hundred and Seventy-Two Only). Out of the total paid-up share capital of the Company, 35.04% is held by the Promoter & Promoter Group in fully dematerialized form and the remaining balance of 64.96% is held by persons other than Promoter and Promoter Group, out of which the majority is in dematerialized form.

During the year, the Company issued 4,74,750 equity shares pursuant to Bliss GVS ESOP 2019.

Further, during the year under review, the Company has neither issued shares with differential rights as to dividend, voting, or otherwise nor has issued 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, 2023.

6. DIVIDEND:

The Board of Directors at their meeting held on May 11, 2023, has recommended a dividend of H0.50 paisa (i.e. 50 %) per equity share of H1/- each for the year ended March 31, 2023 subject to the approval of the shareholders at the ensuing 38th Annual General Meeting (‘38th AGM) of the Company. The dividend payout will be done 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, the dividend paid or distributed by the Company shall be taxable in the hands of the members.

Accordingly, the Company shall make the payment of the Dividend after the deduction of tax at source to the members.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations) the Board of Directors of the Company (the ‘Board) formulated and adopted the Dividend Distribution Policy (the ‘Policy).

The Policy of the Company is available on the Companys website and can be accessed at https://www.blissgvs.com/policies-and-codes1/.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2023.

8. DEPOSITS:

The Company has not accepted any deposits from the public/ members during the year under review within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2023.

9. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are 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.

10. SUBSIDIARIES:

As on March 31, 2023, the Company has 2 wholly-owned subsidiaries, 1 partly-owned subsidiary, and 4 step-down subsidiaries. The Company does not have any joint venture/ associate company(ies) within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance, and financial position of each of the subsidiaries are given in "Form AOC-1" as Annexure I to this Report.

In accordance with the 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 the 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 a policy for determining material subsidiaries and the same is available on the Companys website at http://www.blissgvs.com/policies-and-codes1/.

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 a total unclaimed and unpaid final dividend of H23,34,413/- for the F.Y. 2014-2015

(interim & final) to IEPF Authority. Further 1,23,314 corresponding shares on which dividends 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. EMPLOYEE STOCK OPTION PLAN (‘ESOP):

The Company has in force the Employee Stock Option Plan ("ESOP 2019") to reward the employees for their loyalty and contribution to the Company 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 made to the scheme. The ESOP scheme of the Company is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The applicable disclosure prescribed under the said Regulations with regard to the ESOP Scheme as of 31st March, 2023 is available on the website of the Company at www.blissgvs.com.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Director liable to Retirement by Rotation

Dr. Vibha Gagan Sharma (DIN: 02307289), Whole-Time Director of the Company, is liable to retire by rotation at the ensuing 38th AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers herself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and Board of Directors.

In pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard – 2 on General Meetings relating to Dr. Vibha Gagan Sharma is given in the Notice of 38th AGM.

Key Managerial Personnel

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

Resignation of Mr. Vipul B. Thakkar as a Chief Financial Officer of the Company

Mr. Vipul B. Thakkar, Chief Financial Officer of the Company, has resigned from the designation of Chief Financial Officer of the Company with effect from June 30, 2022, due to personal reasons. The Board places on record its sincere appreciation for his valuable contribution to the Company for the period as the Chief Financial Officer.

Appointment of Mr. Deepak Sawant as a Chief Financial Officer of the Company

Mr. Deepak Sawant has been appointed as Chief Financial Officer of the Company with effect from December 30, 2022.

He was appointed as Companys DGM – Accounts and Finance on March 16, 2020. He is a qualified Chartered Accountant and holds a Bachelor of Commerce degree from Mumbai University. He has more than 20 years of post-qualification work experience having extensive expertise in Finance and Accounts, Taxation, Financial and Strategic Planning, and Fund management. He has extensive expertise in Strategy and financial planning, Corporate Finance,

Treasury, Budgeting, and Taxation. He has a track record of leading teams, strengthening operational and financial controls, and driving operational efficiency. He shall be responsible for Strategy, Accounting, Treasury, Financial Planning & Analysis, and Taxation.

Independent Directors

The Independent Directors hold office for a term of 5 (five) years and are not liable to retire by rotation.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the 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 a 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 the 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.

15. BOARD MEETINGS:

The Board met Five (5) 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 annexed as an ‘Annexure - VII to this Boards Report.

16. COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Five (5) Committees as on March 31, 2023:

• 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.

17. 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 process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations, and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The criteria for performance evaluation are broadly based on the Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the 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, maximize strengths and highlight areas for further development.

The Criteria for Evaluation of Performance has been disclosed in the policy for Evaluation of the 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 the Board, Chairman, Managing Director, Non-Executive Director, and Executive Director is conducted by the Independent Directors;

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

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

The Independent Directors had met separately on January 24, 2023, 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.

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

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18. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the 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 the 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/

19. MANAGEMENT DISCUSSION AND ANALYSIS:

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

Boards Report.

20. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as of 31st March, 2023, in Form MGT - 7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company athttps:// blissgvs.com/investors/shareholder-information/annual-return/.

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Boards Report.

21. FAMILIARISATION PROGRAM 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 Program 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 the training and familiarization program 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 the Familiarization Program conducted are available on the Companys website http://www.blissgvs.com/policies-and-codes1/.

22. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("the 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 Corporate Governance Report as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations forms part of the Annual Report and is annexed herewith as an ‘Annexure-VII . A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

23. 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/.

24. AUDIT REPORTS AND AUDITORS:

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, (Firms Regn. No. 104607W / W100166), were re-appointed as the Statutory Auditors of the Company for a second term for a period of five consecutive years from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to the 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, 2023, 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 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 were appointed to conduct the secretarial audit of the Company for the financial year 2022-2023. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31, 2023, is annexed herewith as an ‘Annexure–V to this Boards Report.

The Secretarial Audit Report contains the following observations:

No Observation Reply to Observation

1.

There are certain related party transactions entered for which the Company has obtained approval from the audit committee instead of prior approval.

Considering the necessity of business operations, the Company had entered into certain related party transactions which were duly approved by the audit committee after noting the rationale for the same. The Company will ensure to take requisites prior approvals for all projected related party transactions, wherever applicable.

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 the recommendation of Audit Committee, at their meeting held on May 11, 2023, 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 2023-2024, to conduct Internal Audit of the Company.

Cost Audit

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, and accordingly, such accounts and records are made and maintained by the Company.

In accordance with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the requirement for cost audit shall not apply to the Company as its revenue from exports, in foreign exchange, exceeds seventy-five percent of its total revenue.

25. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the 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/.

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 foreseen and repetitive in nature. Considering the necessity of business operations, the Company had entered into certain related party transactions for which the Company has obtained approval from the audit committee instead of prior approval, after noting the rationale for the same.

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 a 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 the 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.

26. 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, 2023, are set out in Notes to the Standalone Financial Statements of the Company.

27. 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 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 proactive approach in reporting, evaluating, and resolving risks associated with the business.

The Audit Committee of the Company has periodically reviewed the various risks associated with the 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 are mentioned in the Corporate Governance Report which is a part of this Annual Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE 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 this Boards report.

29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place an Internal Financial Control System, commensurate with the size, scale, and complexity of its operations to ensure proper recording of financial and operational information & compliance with 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 the 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 monitored and evaluated the efficacy of the Internal Financial Control System in the Company, it is in compliance with the operating system, accounting procedures & policies at all the locations of the Company.

BasedonthereportoftheInternalAuditfunction,correctiveactions 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.

30. 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 Companies Act, 2013 and Regulation 22 of the 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 at http://www.blissgvs.com/investors/policies-and-codes1/.

31. PREVENTION OF SEXUAL HARASSMENT AT THE 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 adopted a policy on prevention, prohibition, and redressal of sexual harassment at the 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 setups & corporate office during the year under review.

During the year, there were no complaints received by the Company. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

32. HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION:

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 organizational culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their careers, and navigate their next.

In terms of compliance with provisions of Section 197(12) of the Companies Act, 2013 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 are annexed herewith as ‘Annexure-III to this

Boards Report.

In terms of Section 197(12) of the Companies Act, 2013 read with Rules 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.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR):

The Listing Regulations mandate the inclusion of the BRSR 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 BRSR disclosures into our Annual Report. The Business Responsibility and Sustainability Report of the Company for the year ended March 31, 2023, forms part of the Annual Report and is enclosed as an ‘Annexure-VIII and is also made available on the website of the Company at www.blissgvs.com.

34. INSURANCE OF ASSETS:

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

35. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2023, 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, 2023, and of the profit/loss of the Company for the financial year from April 1, 2022, to March 31, 2023.

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.

36. 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 the future.

iii. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has 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.

37. ENVIRONMENTAL, SAFETY, AND HEALTH:

The Company is committed to ensuring a sound Safety, Health, and Environment (SHE) performance related to its activities, products, and services. The Company had been continuously taking various

39 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 & environmentally friendly production processes, 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.

38. BANK AND FINANCIAL INSTITUTIONS:

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

39. 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: May 11, 2023

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