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Bliss GVS Pharma Ltd.

BSE: 506197 Sector: Health care
NSE: BLISSGVS ISIN Code: INE416D01022
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VOLUME 140427
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P/E 37.01
Mkt Cap.(Rs cr) 2,038
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OPEN 204.90
CLOSE 202.55
VOLUME 140427
52-Week high 209.80
52-Week low 129.00
P/E 37.01
Mkt Cap.(Rs cr) 2,038
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Bliss GVS Pharma Ltd. (BLISSGVS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 32nd Annual Report of the Companytogether with the Audited Financial Statements for the year ended March 31 2017.

Summary of Financial Results of the Company:

( Rs. in Lakhs)

PARTICULARS STANDALONE CONSOLIDATED
2016-2017 2015-2016 2016-2017 2015-2016
Total Income 37078.12 34945.92 82532.13 57124.41
Total 25744.15 22986.90 60609.92 39117.46
Expenditure
Profit Before Interest and depreciation 11333.97 11959.02 21922.21 18006.95
Less: 584.59 585.24 2011.85 1326.00
Depreciation Interest 907.36 1352.61 1992.46 1861.49
Tax 3581.84 3459.70 6284.09 4804.91
Net Profit/(Loss) After Tax 6260.18 6561.47 11633.82 10014.55

Yearly Review:

Your Company has successfully completed 32 years of operations this year. Your Companyis a fast-growing Pharmaceutical Company with a proven track record of developingmanufacturing and marketing high quality pharmaceutical formulations at affordable pricesfor the global markets that have reported an encouraging performance for the year endedMarch 31 2017.

Standalone Financial Results:

The Net Sales of our Company increased to Rs. 34918.37 Lakhs from Rs. 32638.34 Lakhsin the previous year at growth rate of 6.99%. Profit before tax was Rs. 9842.02 Lakhs ascompared to Rs. 10021.17 Lakhs in the previous year. Profit after tax was Rs. 6260.18Lakhs as compared to Rs. 6561.47 Lakhs in the previous year. The Company booked a profitof Rs. 1316.47 Lakhs due to foreign Exchange fluctuation and better Foreign Exchangemanagement.

Consolidated Financial Results:

The Company has 7 subsidiaries out of which 3 are wholly owned subsidiaries alongwith 3step down subsidiaries and 4 subsidiaries alongwith 1 step down subsidiary. The Net Salesof the Company increased to Rs. 79974.09 Lakhs from Rs. 54689.41 Lakhs in the previousyear at growth rate of 46.23%. Profit before tax was Rs. 11633.82 Lakhs ascompared to Rs. 10014.55 Lakhs in the previous year. Profit after tax and minorityinterest was Rs. 8561.06 Lakhs as compared to Rs. 8248.25 Lakhs in the previous year.The Company booked a profit of Rs. 1393.11 Lakhs due to foreign exchange fluctuation andbetter Foreign Exchange management.

During the year the Company has opted to submit consolidated financial resultsalongwith standalone financial results for every quarter in accordance with the Regulation33 (3)(b)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 read with section 134 of the Companies Act 2013.

Transfer to Reserves:

The Company proposes to transfer Rs. 600 Lakhs to the General Reserves of the Companyfor the financial year March 31 2017 as per audited standalone financial statements.

Dividend:

Your Directors are pleased to recommend final dividend at the rate of Rs. 0.60 (i.e.60.00%) per equity share of Rs. 1/- each for the year ended March 31 2017 subject to theapproval of the shareholders at the ensuing Annual General Meeting.

During the year 2016-17 Unclaimed Dividend of Rs. 526087/- was transferred to theInvestor Education and Protection Fund as required under the Investor Education andProtection Fund (Awareness and Protection of Investor) Rule 2001.

Deposits:

As on March 31 2017 the Company held no deposit in any form from anyone. There wereno deposits held by the Company as on March 31 2017 which were overdue or unclaimed bythe depositors. For the present the Board of Directors has resolved not to accept anydeposit from public.

Subsidiary Companies:

The Company has 7 subsidiaries out of which 3 are wholly owned subsidiaries alongwith 3step down subsidiaries and 4 subsidiaries alongwith 1 step down subsidiary. During theyear the Board of Directors reviewed the financial affairs of the subsidiaries. Inpursuant to the provisions of Section 129(3) of the Companies Act 2013 read with Rule 5of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of the subsidiary companies in Form AOC-1 is annexed as Annexure–I in this Board's Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the FinancialStatements of the Companies Consolidated Financial Statements together with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company.

Management's Discussion and Analysis Report:

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 with Stock Exchange in Indiais presented in a separate Annexure-II forming part of the Annual Report.

State of affairs of the Company:

1 The Company has successfully completed 32 years of operation this year.

2 Bliss GVS manufacturing plants are certified to be GMP compliant by local andinternational standards: EU GMP WHO GMP OHSAS -18001: 2007 and ISO-14001:2004. ThisCompany is the only EU-GMP certified suppositories manufacturer in India.

3 We are among the world leaders in Suppositories and Pessaries dosage forms with oneof the largest portfolios in this segment. Over the last decade we have acquireddefinitive know-how in other dosage forms & therapeutic segments which is exemplifiedby our ever-expanding product offering across more than sixty countries.

4 With significant expansion in R & D Manufacturing & Marketing capabilitieswe are poised for an accelerated rate of growth which makes for very exciting times atBliss GVS.

Change in the nature of business if any:

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

Material changes and commitment if any affecting the financial position of theCompany:

During the year under review there were no material changes and commitments affectingthe financial position of the Company.

Shifting of Research and Development Centre:

The Company has shifted its in-house R&D Centre from 4th Floor J Wing Tex CentreNear HDFC Compound Chandivali Andheri (E) Mumbai 400 072 to Unit 6 Ground Floor HydePark Saki Vihar Road Andheri (East) Mumbai-400 072. The R&D Centre is in acompletely separate and independent location. All facilities for R&D are located underone roof i.e. office store product design development sampling testing andvalidation.

Directors and Key Managerial Personnel:

As per the provisions of Section 152 of the Companies Act 2013 and the rules madethereunder Mr. Gautam Ashra [DIN: 00140942] Director of the Company retires by rotationat the ensuing AGM and being eligible seeks reappointment. The Board recommends hisreappointment.

Number of Meetings of the Board:

The Board met 4 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

Independent Directors Declaration:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.

The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:

1 They are not promoters of the Company or its holding subsidiary or associatecompany;

2 They are not related to promoters or directors in the company its holdingsubsidiary or associate company.

3 The Independent Directors have /had no pecuniary relationship with Company itsholding subsidiary or associate Company or their promoters or directors during thetwo immediately preceding financial years or during the current financial year;

4 None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the Company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;

5 Independent Director neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the Company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of--

(A) a firm of auditors or company secretaries in practice or cost auditors of theCompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting powerof the Company; or

(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the Company;

6 Independent Director possesses such qualifications as may be directed by the Board.

7 The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.

Board Evaluation:

SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shouldbe done by the entire Board of Directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation resultsalongwith evaluation done by the Nomination and Remuneration Committee.

Performance of the Board and Committees:

During the year under review the performance of the Board

& Committees and Individual Director(s) based on the below parameters wassatisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the CompaniesAct 2013 and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.

(v) The Credit Policy Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Audit Committee and Board.

Meeting of Independent Directors:

Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on March24 2017 reviewed the performance of non- independent directors and the Board as a wholeincluding the Chairperson of the Company views expressed by the executive directors andnon-executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and expressed theirsatisfaction.

Policy on Directors Appointment and Remuneration:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on

March 31 2017 the Board consists of 7 members. Out of which one is the ManagingDirector two are Whole Time Directors. The Whole time Directors are Women Director's.

The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 adoptedby the Board and are stated in this Board report. We afirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe Company.

Familiarization Programme for Independent Directors:

The Company keeps its Directors informed of the activities of the Company itsmanagement and operations and provides an overall industry perspective as well as issuesbeing faced by the industry in a proactive manner.

Committees of the Board:

Currently the Board has Six Committees:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

4) Shares Transfer Committee

5) Corporate Social Responsibility Committee and

6) Health and Safety Committee.

A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.

Nomination and Remuneration Committee and Stakeholders Relationship Committee:

Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report.

The Key Features of the Policy of the said committee are as follows:

a Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);

b He has to fulfill the requirements as per section 149 of the Companies Act 2013 readwith Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 ;

c Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;

d Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;

e Independent Director should have adequate knowledge and reasonably able to contributeto the growth of the Company and stakeholders;

f Independent Director should be able to devote time for the Board and other meetingsof the Company;

g Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h Able to review the policy participate in the meeting with all the stakeholders ofthe Company at the Annual General Meeting.

Corporate Social Responsibility:

Bliss GVS being a pharmaceutical Company is committed to improve the health of thegeneral public at large and the Company is well known for its Quality and Reliability forover three decades. The present CSR initiatives focuses on recognized activities mentionedin Schedule VII of the Companies Act 2013 in areas of Education & Skill DevelopmentHealth care including preventive health care and various Women Empowerment activities. TheCSR policy is available on the website of the Company and the Annual Report on CorporateSocial Responsibility (CSR) activities as required under Section 135 of the Companies Act2013 is annexed as Annexure-III to this Board's Report. The Company would alsoundertake other need based initiatives in compliance with Schedule VII to the CompaniesAct 2013.

Over the years we have been striving to achieve a fine balance of economicenvironmental and social while also paying attention to the needs and expectations of ourinternal as well as external stakeholders. Our corporate social responsibility is notlimited to philanthropy but encompasses holistic community development institutionbuilding and sustainability related initiatives.

Directors' Responsibility Statement:

Pursuant to the Section 134(3) (c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 312017 on a ‘going concern' basis.

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such controls are adequate and are operating effectively; and

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

Risk Management Policy:

The Company has developed Risk Management Policy mainly covering the following areas ofconcerns:

1. On the international currencies front volatility of exchange rate is a matter ofconcern for a Company because major sales are in the form of exports worldwide besidescorresponding imports in foreign currency for key raw materials. However the riskassociated with currency fluctuation has been mitigated by effective forex managementpolicy.

2. Lack of clarity on future Government policies abroad continues to be an area ofmajor concern for the industry. The exact impact of this cannot be assessed until theproposed changes are actually introduced and implemented.

3. In line with the overall growth objective and strengthening of infrastructure basethe Company had invested in Information Technology (IT) viz. SAP Enterprising ResourcePlanning system for leveraging its business values.

Vigil Mechanism / Whistle Blower Policy:

In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.

Internal Control Systems and their Adequacy:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the eficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.

M/s. Narendra Dighe & Co. – Chartered Accountants are the Internal Auditor ofthe Company.

Statutory Auditors:

M/s. B. K. Khare & Co. have been the Statutory Auditors of the Company for morethan 10 years. It is proposed to go in for rotation of Statutory Auditors at the ensuing32nd Annual General Meeting by appointing a new firm of Chartered Accountantsto act as the Statutory Auditors of the Company. M/s. Kalyaniwalla & Mistry LLP (FirmRegn. No. 104607W/ W100166) Chartered Accountants a firm has been identified forappointment as the Statutory Auditors of the Company. They are eligible for appointmentunder the provisions of the Companies Act 2013 they have furnished their consent to actas the Statutory Auditors in terms of the second proviso to Section 139 of the Act andalso provided a certificate to the effect that their appointment if made shall be inaccordance with the conditions laid down and that they satisfy the criteria provided underSection 141 of the Act. The Board of Directors on the recommendations of the AuditCommittee proposed the appointment of M/s. Kalyaniwalla & Mistry LLP CharteredAccountants as the Statutory Auditors of the Company for a period of 5 years from theconclusion of the 32nd Annual General Meeting until the conclusion of the 37thAnnual General Meeting of the Company (subject to ratification of the appointment at everyAnnual General Meeting if required by law) and to authorize the Board of Directors of theCompany to fix their remuneration.

Auditors Report:

The Auditors have not made any qualification to the financial statements. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the Companies Act 2013.

Secretarial Auditors and their Report:

M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2016-17as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2016-17 is annexed as Annexure-IV to this Board'sReport.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretary in Practice as secretarial auditor of the Company for the financial year2017-18.

Significant and Material Orders passed by the Courts/Regulators:

There are no orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.

Conservation of Energy Technology and Foreign Exchange:

The relevant information pertaining to conservation of energy technology absorptionforeign exchange earnings and outgo as prescribed under section 134(3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are set outherein below:

A) Conservation of Energy:

The Company continues its policy of encouraging energy conservation measures. Theregular review of energy consumption and the systems installed to control utilization ofenergy is undertaken.

B) Research & Development Activities:

The Company has its own R&D centre. The R&D centre follows stringent guidelinesbased on Good Laboratory Practices and is well equipped with the latest equipment inparticle size analysis gas chromatography high-performance liquid chromatographydissolution testing stability chambers and lab-scale manufacturing machines.

C) Technology Absorption:

Bliss GVS seeks to continuously invest in upgrading its manufacturing and R&Doperations to incorporate the latest technologies in an effort to improve performance. TheCompany's suppository & pessary manufacturing lines include custom designed and builtequipment from the world's leading supplier of this machinery.

D) Foreign Exchange Earnings & Outgo:

( Rs. in Lakhs)
Sr. No. Particulars 2016-2017 2015-2016
a) Foreign Exchange Earned 30693.36 30254.46
b) Foreign Exchange Used 5061.81 3938.13

Related Party Transactions/Contracts:

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the website of the Company.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-Vto this Board's Report.

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

Particulars of Loans Guarantees or Investments:

Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

Human Resources Management:

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

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

As per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure-VI to this Board's Report.

In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules.

Considering the first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport is being sent to the members of the Company and others entitled thereto. The saidinformation is available for inspection at the registered office of the Company duringbusiness hours from 11 a.m. to 2 p.m. on working days of the Company up to the date of theensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereofmay write to the Company Secretary in this regard.

Extract of Annual Returns:

Pursuant to the Section 134(3) (a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is annexed as Annexure-VII tothis Board's Report.

Corporate Governance:

A Report on Corporate Governance along with a Certificate from M/s. Ramesh ChandraMishra & Associates regarding compliance with the conditions of Corporate Governanceas stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 forms part of this Report and Annexure-VIII to this Board's Report.

Disclosure as per Sexual Harassment of Women at workplace (Prevention Prohibition andredressal) Act 2013:

The Company has in place a prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. The Company has not received anycomplaint under this policy during the year 2016-2017.

Insurance of Assets:

All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the Company lying at different locations have been insured againstfire and allied risks.

Bank and Financial Institutions:

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

Acknowledgments:

Your Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.

On behalf of the Board of Directors
Mayank S. Mehta S. N. Kamath
Chairman Managing Director
Date: May 16 2017
Place: Mumbai

Form AOC-1

Statement containing salient features of the Financial Statement of subsidiarycompanies.

Pursuant to first provisio to section 129(3) of Companies Act 2013 read with Rule 5 ofCompanies (Accounts) Rules 2014

Sr. No. Name of Subsidiary Companies Reporting Currency Rate Capital Reserve Total Assets Total Liabilities Investment other than Investment in subsidiary Turnover Profit/ (Loss) before Taxation Provision for Taxation Profit/ (Loss) After Taxation Proposed Dividend % of Shareholding
1 Bliss GVS International Pte. Ltd. (Consolidated) USD 64.72 22.58 (2935.09) 4217.49 7130.00 1929.06 (223.90) - (223.90) 100.00
2 Bliss GVS Clinic Healthcare Pte. Ltd. (Consolidated) USD 64.72 4.12 2926.29 36861.38 33930.97 39867.85 5675.89 2634.05 3041.84 100.00
3 Bliss Indasi Lifescience Pvt. Ltd. INR 1.00 181.00 (647.89) 1243.39 1710.28 1278.88 122.86 - 122.86 51.00
4 Lifeon Labs Pvt. Ltd. INR 1.00 1.00 54.01 676.27 621.25 675.51 12.84 4.91 7.93 51.00
5 Kremoint Pharma Pvt. Ltd. (Consolidated) INR 1.00 6.00 2728.71 4839.47 2104.76 1.00 3651.69 530.12 186.71 343.41 70.00
6 Asterisk Lifesciences Ltd. (Consolidated) GBP 80.82 0.10 97.43 1479.81 1382.28 2898.33 73.54 18.33 55.21 100.00
7 Shree Salespack Pvt. Ltd. INR 1.00 1.30 (53.24) 1822.69 1874.63 10.01 1570.24 (99.24) (26.78) (72.46) 51.51

Note :

1) Bliss GVS Clinic Healthcare Pte. Ltd. (Consolidated) figures includes itssubsidiaries Bliss GVS Healthcare Ltd in which Bliss GVS Clinic Healthcare Pte Ltd holds51%.

2) Bliss International Pte. Ltd. (Consolidated) figures includes its subsidiariesGreenlife Bliss Healthcare Ltd in which Bliss GVS International PTE Ltd holds 51%.

3) Kremoint Pharma Pvt. Ltd. (Consolidated) figures includes its subsidiaries EipiiExports Pvt Ltd in which Kremoint Pharma Pvt Ltd holds 99.8%.

4) Asterisk Lifesciences Ltd. (Consolidated) figures includes its subsidiaries AsteriskLifesciences (GH) Ltd in which Asterisk Lifesciences Ltd holds 100%.

ANNEXURE - V

Form AOC-2

Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8 (2) ofthe Companies (Accounts) Rules 2014 Form for disclosure of particulars ofcontracts/arrangements entered into by the Company with related parties referred to inSubsection (1) of Section 188 of the Companies Act 2013 including certain arm's lengthtransactions under third proviso thereto.

i) Details of contracts or arrangements or transactions not at arm's length basis:

There are no contracts or arrangements or transactions entered into during the yearended March 31 2017 which were not at arm's length basis.

ii) Details of material contracts or arrangements or transactions at arm's lengthbasis:

The details of material contracts or arrangements or transactions at arm's length basisfor the year ended March 31 2017 are as follows:

Sr. No Name of the Related Party and Relationship Nature of Transaction Duration Salient Terms Amount
1 Bliss Indasi Lifescience Pvt. Ltd. Interest Income Ongoing On arm's length basis and in ordinary course of business 23.77
Sale of Goods 1.50
Purchase of Goods 367.65
2 Bliss Gvs International Pte. Ltd. Loan given Ongoing On arm's length basis and in ordinary course of business 975.31
Interest Income 15.26
3 Kremoint Pharma Pvt. Ltd. Labour Charges Ongoing On arm's length basis and in ordinary course of business 55.73
Dividend Received 12.60
Sale of Goods 0.69
Interest Income 5.40
4 Bliss Gvs Clinic Healthcare Pte. Ltd. Loan Repaid Ongoing On arm's length basis and in ordinary course of business 767.65
Interest Income 61.11
5 Lifeon Labs Pvt. Ltd. Interest Income Ongoing On arm's length basis and in ordinary course of business 2.95
Sale of goods 2.81
Purchase of Goods 14.02
6 Asterisk Lifesciences Ltd. Interest Income Ongoing On arm's length basis and in ordinary course of business 0.08
7 Mr. Gautam R. Ashra Rent Ongoing On arm's length basis and in ordinary course of business 40.02
Sitting Fees 0.60
8 Mrs. Shruti V. Rao Loan Repaid Ongoing On arm's length basis and in ordinary course of business 400.00
Interest Expenses 82.61
Remuneration 35.00
9 Mr. S. N. Kamath Rent Ongoing On arm's length basis and in ordinary course of business 85.94
Refundable deposit for Leave License 48.75
Remuneration 150.00
10 Dr. Vibha G. Sharma Remuneration Ongoing On arm's length basis and in ordinary course of business 35.00
11 Mr. Gagan Harsh Sharma Remuneration Ongoing On arm's length basis and in ordinary course of business 47.49
12 Mr. Arjun G. Ashra Remuneration Ongoing On arm's length basis and in ordinary course of business 32.77
13 Mr. Vishal Rao Remuneration Ongoing On arm's length basis and in ordinary course of business 15.08
14 Kanji Forex Pvt. Ltd. Expenses - Purchase of foreign currency Ongoing On arm's length basis and in ordinary course of business 70.32
15 Lozen Pharma Pvt. Ltd. Purchase of Goods Ongoing On arm's length basis and in ordinary course of business 102.10
Sale of goods Ongoing On arm's length basis and in ordinary course of business 13.56
16 Shree Salespack Pvt. Ltd. Purchase of Goods Ongoing On arm's length basis and in ordinary course of business 819.03
17 Bliss GVS Healthcare Ltd. Sale of goods Ongoing On arm's length basis and in ordinary course of business 2879.19
18 Asterisk Lifesciences GH Ltd. Sale of goods Ongoing On arm's length basis and in ordinary course of business 2111.94

ANNEXURE - VI

Particulars of Employees

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) Ratio of the Remuneration of each Executive Director to the median remunerationof the employees of the Company for the financial year 2016-2017:

Name of Directors Designation Ratio of the remuneration of directors to the median remuneration of the employees for the year 2016-17
Mr. S. N. Kamath Managing Director 68:1
Mrs. Shruti Vishal Rao Wholetime Director 16:1
Dr. Vibha Gagan Sharma Wholetime Director 16:1

(ii) The percentage increase in remuneration of Executive Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear 2016-17 as compared to previous year 2015-16:

Name of Directors & KMPs Designation Percentage increase in Remuneration
Mr. S. N. Kamath Managing Director 40.27%
Mrs. Shruti Vishal Rao Wholetime Director 53.68%
Dr. Vibha Gagan Sharma Wholetime Director 37.68%
Mr. Vipul Thakkar Chief Financial Officer -6.58%
Ms. Aditi Bhatt Company Secretary NIL

(iii) The percentage increase/decrease in the median remuneration of employees inthe financial year:

The percentage decrease in the median remuneration of employees in the financial yearis 50.78%

(iv) The number of permanent employees on the rolls of the Company as on March 312017:

The Company has 445 permanent employees on the rolls.

(v) The explanation on the relationship between average increase in remuneration andCompany performance:

The increase in remuneration is based on the Company's overall business performance ofthe Company.

(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company:

During the financial year ended March 31 2017 the turnover of the Company hasincreased at growth rate of 6.99% and the profit after tax has decreased by 4.59% ascompared to previous year. The remuneration paid to Key managerial personnel has beenrecommended by nomination and remuneration committee and also based on their individualperformance and overall Company performance.

(vii) Variations in the market capitalization of the Company price earnings ratioas at the closing date of the current financial year and previous financial year andpercentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer:

The Market Capitalization of the Company as on March 31 2017 was Rs. 1820 crore ascompared to Rs. 1331 crore as on March 31 2016. The price earnings ratio of the Companywas as at 29.06 March 31 2017 and was 22.16 as at March 31 2016.

(viii) Average percentile increase already made in the salaries of employees otherthan managerial personnel in the last financial year and its comparison with percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.

The average percentile increase made in the salaries of Employees other than theManagerial Personnel in the financial year was 50.78%.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

The details are provided in the point (vi) above.

(x) The key parameters for any variable component of remuneration availed by thedirectors:

The remuneration drawn by the Directors does not comprise of any variable component.

(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:

Not Applicable

(xii) It is hereby afirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

On behalf of the Board
Mr. S. N. Kamath
Date: May 16 2017 Managing Director
Place: Mumbai