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Bliss GVS Pharma Ltd.

BSE: 506197 Sector: Health care
BSE LIVE 15:40 | 18 Oct 176.80 0






NSE 15:31 | 18 Oct 175.90 -0.95






OPEN 177.90
VOLUME 26730
52-Week high 202.75
52-Week low 117.50
P/E 30.86
Mkt Cap.(Rs cr) 1,823
Buy Price 177.50
Buy Qty 26.00
Sell Price 0.00
Sell Qty 0.00
OPEN 177.90
CLOSE 176.80
VOLUME 26730
52-Week high 202.75
52-Week low 117.50
P/E 30.86
Mkt Cap.(Rs cr) 1,823
Buy Price 177.50
Buy Qty 26.00
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 31st Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2016.


(Rs. in Lakhs)




2015-2016 2014-2015 2015-2016 2014-2015
Total Income 34945.92 33437.21 57124.41 42742.30
Total Expenditure 23028.53 22682.75 39159.08 30369.52
Profit Before Interest and depreciation 11917.39 10754.45 17965.33 12372.78
Less: Depreciation 585.24 507.83 1326.00 1129.62
Interest 1310.98 1121.18 1819.86 1641.24
Tax 3459.70 3123.90 4804.91 3462.58
Net Profit/(Loss) After Tax 6561.47 6001.55 10014.56 6139.34


Your Company has successfully completed 31 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 ended 31stMarch 2016.


The Net Sales of our Company increased to Rs. 32638.34 Lakhs from Rs 31302.17Lakhs in the previous year at growth rate of 4.27%.

Profit before tax was Rs. 10021.17 Lakhs as compared to Rs. 9125.45 Lakhs in theprevious year. Profit after tax was Rs. 6561.47 Lakhs as compared to Rs. 6001.55 Lakhsin the previous year. The Company booked a profit of Rs. 1422.07 Lakhs due to foreignexchange fluctuation and better Foreign Exchange management.


The Company has 7 subsidiaries out of which 3 are wholly owned subsidiaries alongwith 4step down subsidiaries. The Net Sales of the Company increased to Rs. 54689.41 Lakhs fromRs. 40713.44 Lakhs in the previous year at growth rate of 34.33%.Profit before tax wasRs. 10014.56 Lakhs as compared to Rs. 6139.34 Lakhs in the previous year. Profit aftertax and minority interest was Rs. 8248.26 Lakhs as compared to Rs. 5990.97 Lakhs in theprevious year. The Company booked a profit of Rs. 1468.61 Lakhs due to foreign exchangefluctuation and better Foreign Exchange management.


The Company proposes to transfer Rs. 500 Lakhs to the General Reserves of the Companyfor the financial year 31st March 2016 as per audited standalone financialstatements.


Your Directors are pleased to recommend final dividend at the rate of Rs. 0.50 (i.e.50.00%) per equity share of Rs. 1/- each for the year ended 31st March 2016subject to the approval of the shareholders at the ensuing Annual General Meeting.

During the year 2015-16 Unclaimed Dividend of Rs. 221989/- was transferred to theInvestor Education and Protection Fund as required under the Investor Education andProtection Fund (Awareness and Protection of Investor) Rule 2001.


As on 31st March 2016 the Company held no deposit in any form from anyone.There were no deposits held by the Company as on 31st March 2016 which wereoverdue or unclaimed by the depositors. For the present the Board of Directors hasresolved not to accept any deposit from public.


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 affairs of the subsidiaries. In pursuant to theprovisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the subsidiary companies in Form AOC-1 is given in Annexure – I in thisBoard’s Report.

Pursuant to the provisions of Section 136 of the Companies Act 2013 the StandaloneFinancial Statements of the Companies Consolidated Financial Statements together withrelevant documents and separate audited accounts in respect of subsidiaries are availableon the website of the Company.


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.


1. The Company has successfully completed 31 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.This company 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.


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


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


Mr. G. G. Desai resigned from the Board as the Chairman and Independent Director of theCompany with effective from 29th May 2015 due to his ill health. Mr. Mayank S.Mehta an Independent Director took over as the Chairman of the Board with effective from29th May 2015.

As per provision of section 2(19) and section 203 of the Companies Act 2013 read withrule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has to mandatorily required to appoint Chief Financial Officer (CFO).The Board on the recommendations of the Nomination & Remuneration Committeeappointed Mr. Vipul Thakkar as the Chief Financial Officer (CFO) of the Company witheffective from 14th August 2015 who earlier was the General Manager-Corporate Finance of the Company.

The Board of Directors of the Company appointed Dr. Hira Sadhak Ph. D in IndustrialFinance as an Independent Director of the Company with effective from 9thNovember 2015. He served the Board for six months and thereafter he resigned with effectfrom 17th May 2016 due to pre-occupation. The Board places on record itsappreciation for the services rendered by Dr. Hira Sadhak during his tenure with theCompany.

As per the provisions of Section 149(4) of the Companies Act 2013 every listedcompany shall have at least one-third of the total number of directors as independentdirectors. The Board of the Company to comply with the aforesaid requirements appointedMr. Santosh Parab well known Chartered Accountant as an Additional Independent Directorof the Company with effect from 24th May 2016 and the Board seeks theregularization of the same from the members in ensuing Annual General Meeting of theCompany.

As per the Section 149(10) of the Companies Act 2013 provides that independentdirector shall hold office for a term of upto five consecutive years on the Board of theCompany. Further according to the Section 149 (11) of the Companies Act 2013 noindependent director shall be eligible for appointment for more than two consecutive termsof five years. Sub-section (13) states that the provisions of retirement by rotation asdefined in Subsections (6) and (7) of Section 152 of the Act shall not apply to suchindependent directors.

The format of the letter of appointment is available on our website‘’.

The Board of Directors of the Company made re-appointment of Managing Director andWholetime Directors based on the recommendations of the nomination and remunerationcommittee:

• Re-appointment of Mr. S. N. Kamath as a Managing Director with effect from 1stApril 2016.

• Re-appointment of Dr. Vibha G. Sharma as a Wholetime Director with effect from27th January 2016.

• Re-appointment of Mrs. Shruti V. Rao as a Wholetime Director with effect from 1stApril 2016.


The Board met four times during the financial year the details of which are given inthe Corporate 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.


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 non profitorganization 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.


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.


During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry 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.


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 11thFebruary 2016 reviewed the performance of non- independent directors and the Board as awhole including the Chairperson of the Company views expressed by the executive directorsand non-executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.


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 31st March 2016 the Board consists of 7 members. Out ofwhich one is the Managing Director two are Whole Time Directors. The Whole time Directorsare Women Directors.

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.


Currently the Board has Six Committees: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee 4) Shares TransferCommittee 5) Corporate Social Responsibility Committee and 6) Health and SafetyCommittee.

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


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:

For Appointment of Independent Director (ID):

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 2013read with Clause 49 of the Listing Agreement;

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 tocontribute to 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 themeetings; and

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


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 focus on two main recognized activitiesmentioned in Schedule VII of the Companies Act 2013 namely promoting education andpromoting preventive healthcare particularly scheduled tribes. The CSR policy is availableon the website of the Company and the Annual Report on Corporate Social Responsibility(CSR) activities as required under Section 135 of the Companies Act 2013 is annexed asAnnexure- III to this Report. The Company would also undertake other need basedinitiatives in compliance with Schedule VII to the Companies Act 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.


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

(i) That in the preparation of the accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;

(iii) That 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) That the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on a ‘going concern’ basis.

(v) The internal financial controls are laid and have been followed by the Company andthat such controls are adequate and are operating effectively. Such controls meanscontrols and policies and procedures adopted and adhered by the Company for orderly andefficient conduct of the business for safeguarding assets prevention and detection offrauds and errors and maintenance of accounting records and timely preparation offinancial statements and review its efficiency.

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


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 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.


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.


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 efficacy 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.


At the Annual General Meeting held on August 28 2014 M/s. B.K. Khare & Co.Chartered Accountants were appointed as Statutory Auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. B. K. Khare & Co.Chartered Accountantsas Statutory Auditors of the Company is placed before the AGM for ratification by theshareholders.

In this regard the Company has received a certificate from the auditors to the effectthat if they are re-appointed it would be in accordance with the provisions of Section141 of the Companies Act 2013.


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


M/s. Ramesh Chandra Mishra & Associates Company Secretaries in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2015-16as required under Section 204 of the Companies Act 2013 and Rules thereunder. TheSecretarial Audit Report for F.Y. 2015-16 is Annexure-IV to this Board’s Report.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretaries in Practice as Secretarial Auditor of the Company for the financial year2016-17.


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


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


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.


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.


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 andbuilt equipment from the world’s leading supplier of this machinery.


(Rs. in Lakhs)

Sr. No. Particulars 2015-2016


a) Foreign Exchange Earned 30254.46 29342.37
b) Foreign Exchange Used 3938.13 3954.36


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 Company’s website.

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 inAnnexure-V to this Board’s Report.

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


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.


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 isAnnexure-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 forms part ofthe annual report.

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.


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 Annexure-VII.


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 Clause 49 of the Listing Agreement with Stock Exchange read with therelevant provisions of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 forms part of this Report and Annexure-VIII to this Board’s Report.


The Company has in place an Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. The Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. The Company has not received any complaint underthis policy during the 2015-2016.


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.


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


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
Place: Mumbai Mayank S. Mehta S. N. Kamath
Date: May 24 2016 Chairman Managing Director