Your directors are pleased to present their 36th Annual Report of theCompany on the business and operations of the Company along with the Audited FinancialStatement both Standalone and Consolidated for the financial year ended March 31 2021.
1. Financial Highlights :
(Rs In Lakh)
|Particulars ||Standalone ||Consolidated |
| ||2020 21 ||2019-20 ||2020 21 ||2019 20 |
|Gross Total revenue ||48319.56 ||47895.17 ||59742.98 ||72849.49 |
|Profit before tax and exceptional item ||9118.67 ||12171.25 ||10412.70 ||14234.60 |
|Profit for the year (after tax and attributable to shareholders) ||6750.08 ||9233.43 ||7397.16 ||9525.28 |
|Other Comprehensive Income for the year (not to be reclassified to P&L) ||52.40 ||(25.65) ||52.40 ||(25.65) |
|Other Comprehensive Income for the year (to be reclassified to P&L) || || ||(103.69) ||392.56 |
|Surplus brought forward from last balance sheet ||61335.69 ||53368.82 ||67337.09 ||58776.56 |
|Profit available for appropriation ||68138.18 ||62576.59 ||74238.58 ||68978.71 |
|Appropriations: || || || || |
|Dividend ||515.73 ||1031.47 ||515.73 ||1243.49 |
|Tax on Dividend || ||209.43 || || |
|Other (incl. Impairment of Eco Rich Investment) || || || ||(398.13) |
|Surplus carried forward ||67622.44 ||61335.69 ||73722.85 ||67337.09 |
The COVID-19 pandemic has brought unprecedented challenges both for people and society.During these tough times your Company provided unwavering support to its employees andtheir families and its stakeholders. Your Company has followed the various guidelinesissued by the Central and State Government to prevent the spread of deadly Covid- 19virus. A thorough thermal scanning and sanitization protocol was introduced at all theplants and symptoms through voluntary disclosure. Work from home was provided whereverpossible to maintain lean staff in the work area. Employees who worked at theoffice/plant during lockdown period were given additional incentive. Compensation wasgiven to dependents of employees who expired due to COVID-19 as per the policy. YourCompany has also conducted COVID-19 vaccination drive for Bliss GVS employees for theirease and convenience.
3. Company Performance:
During the financial year 2020-21 total revenue of the Company on standalone basisincreased to 48319.56 lakhs as against 47895.17 lakhs in the previous year. ProfitBefore Tax of 9118.67 lakhs as against 12171.25 lakhs in the previous year Profit AfterTax of 6750.08 lakhs as against 9233.43 lakhs in the previous year.
During the financial year 2020-21 total revenue of the Company on consolidated basisdecreased to . 59742.98 lakhs as against 72849.49 lakhs in the previous year. ProfitBefore Tax of 10412.70 lakhs as against 14234.60 lakhs in the previous year ProfitAfter Tax of 7397.16 lakhs as against 9525.28 lakhs in the previous year.
The Board of Directors at their meeting held May 11 2021 has recommended a dividend of0.50 paisa (i.e. 50%) per . Monitoring employees for equity share of 1/- each for the yearended March 31 2021 subject to the approval of the shareholders at the ensuing 36thAnnual General Meeting of the Company. The dividend payout shall be in compliance withapplicable SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(SEBI Listing Regulation') & Companies Act 2013 (the Act'). In view ofthe changes made under the Income-Tax Act 1961 by the Finance Act 2020 dividend paidor distributed by the Company shall be taxable in the hands of the Shareholders. YourCompany shall accordingly make the payment of the Dividend after deduction of tax atsource.
The Company has formulated a dividend policy which was approved by the Board in itsmeeting held on July 31 2021. The policy is hosted on the website at http://www.blissgvs.com/policies-and-codes1/
5. Share Capital:
The paid-up Equity Share Capital of the Company as on March 31 2021 is 103146672/-(Rupees Ten Crores Thirty-One Lakhs Forty Six Thousand Six Hundred and Seventy Two Only).Out of the total paid up share capital of the Company 33.31% is held by the Promoter& Promoter Group in fully dematerialized form and remaining balance of 66.69% is heldby persons other than Promoter and Promoter Group out of which majority is indematerialized form. During the year under review the Company has neither issued shareswith differential rights as to dividend voting or otherwise nor has issued any sharespursuant to stock options or sweat equity under any scheme. Further none of the Directorsof the Company holds investments convertible into equity shares of the Company as on March31 2021.
6. Transfer to Reserves:
The Company has not transferred any amount to the
Reserve for the financial year ended March 31 2021.
During the year under review the Company did not accept any deposit within the meaningof sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
8. Change in the nature of business if any:
There was no change in the nature of business of the Company or any of its subsidiariesduring the year.
9. Material changes and commitment position ifany of the Company:
There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this report.
However the Board of Directors of the Company at their meeting held on May 11 2021had approved Issue & Allotment of 210500 (Two Lakhs Ten Thousand Five Hundred)equity shares of face value of . 1/- each (Rupees One Only) for cash/cheque at an ExercisePrice
(Issue Price) of 43/- (Rupees Forty Three Only) including premium of 42/- (Rupees FortyTwo Only) per share aggregating to 9051500/- (Rupees Ninety Lakhs Fifty
One Thousand Five Hundred Only) under Bliss GVS Pharma Limited-Employee StockOption Plan 2019' (Bliss GVS ESOP-2019') to the eligible employees under the saidPlan pursuant to exercise of stock options granted thereunder.
Pursuant to the above allotment as on the date of this report the paid-up equity sharecapital of the Company is 103357172/- (Rupees Ten Crores Thirty-Three Seven ThousandOne Hundred and Seventy- - LakhsFifty
Two Only) divided into 103357172 (Ten Crores Thirty-
Three Lakhs Fifty-Seven Thousand One Hundred and Seventy Two) equity shares of 1/- eachas compared to 103146672/- (Rupees Ten Crores Thirty-One Lakhs
Forty-Six Thousand Six Hundred and Seventy-Two Only) divided into (Ten CroresThirty-One Lakhs Forty Six Thousand Six Hundred and Seventy-Two) equity shares of 1/- eachas on March 31 2021.
10. Subsidiaries Companies & Associate:
The Company has 4 wholly owned subsidiaries and 3 step-down subsidiaries as on March31 2021. Section 129(3) of the Companies Act 2013 states that where the company has oneor more subsidiaries or associate companies it shall in addition to its financialstatements prepare a consolidated financial statement subsidiaries in the same form andmanner as that of its own and also attach along with its financial statement a separatestatement containing the salient features of the financial statements of its subsidiariesand associates.
Accordingly the consolidated financial statements of the Company and all itssubsidiaries' companies prepared in accordance with Ind AS 110 as specified in theCompanies (Indian Accounting Standard) Rules 2015 form part of this Annual Report.
Furthermore a statement containing the salient features of the financial statements ofthe company's subsidiaries in the prescribed Form AOC-1' is attached asAnnexure-I' forms part of this Board's report.
In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and consolidated financialstatements together with relevant documents has been placed on the website of the Companywww. blissgvs.com. Further as per fourth proviso of the said section the audited annualaccounts of each of the subsidiary companies have been placed on the website of theCompany http://www.blissgvs.com/investors/ financials/financial-subsidiaries/
The Company has policy for determining material subsidiary and the same is available onthe Company's website at http://www.blissgvs.com/policies-and-codes1/
According to Regulation 16(1)(c) of the SEBI Listing Regulations the Company's whollyowned subsidiary Bliss GVS Clinic HealthCare Pte. Ltd. situated at Singapore is materialsubsidiary for the Company as on March 31 2021.
11. Investor Education and Protection Fund (IEPF):
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year the Company hastransferred total unclaimed and unpaid dividend of . 2226154 to
IEPF Authority. Further 104696 corresponding shares on which dividend were unclaimedfor seven consecutive years were transferred to IEPF Authority as per the requirements ofthe IEPF Rules.
Year-wise amounts of unpaid / unclaimed dividends standing in the unpaid account up tothe year and the corresponding shares which are liable to be transferred are provided inthe Corporate Governance Report and are also available on the Company's website atwww.blissgvs. com
12. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Board of
Directors of your Company confirm that;
i. In the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards read with requirements set out under ScheduleIII 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 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 as at March 31 2021 and of theprofit/loss of the Company for the year April 1 2020 to March 31 2021.
iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; 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.
13. Employee Stock Option Plan (ESOP):
The Company had set up Employee Stock Option Plan (ESOP2019') in order to rewardthe employees for their loyalty and contribution to the Company as well as theirperformance and to motivate them to keep contributing to the growth and profitability ofthe Company. The Company also intends to use this ESOP 2019 to attract and retain talentin the Company and to give its employees co-ownership.
Pursuant to approval accorded by the members on April 13 2019 through Postal Ballotthe Company can issue & allot up to 6000000 (Sixty Lakh) Options to its eligibleemployees under the Bliss GVS Pharma Limited
Employee Stock Option Plan 2019. These Options would be convertible into 6000000(Sixty Lakhs) equity shares of face value of 1/- each at the pre-determined exerciseprice.
Disclosures with respect to section 62 of the Companies Act 2013 read with Rule 12 ofCompanies (Share Capital and Debentures) Rules 2014 and Regulation 14 of the Securitiesand Exchange Board of India (Share Based Employee Benefits) Regulations 2014 read withSEBI
Circular dated June 16 2015 on ESOP Disclosures as on March 31 2021 are as follows.
|Nature of Disclosures ||Particulars |
|Options granted ||On March 07 2020 - 2761000 (Twenty Seven Lakhs Sixty One Thousand) Options Granted. |
|Options Vested ||690250 |
|Options Exercised ||Nil |
|The total number of shares arising as a result of exercise of option ||NA |
|Options Lapsed ||Nil |
|The exercise price ||NA |
|Variation of terms of options ||Nil |
|Money realized by exercise of options ||NA |
|Total number of options in force ||690250 |
|Employee wise details of options granted to: |
|(i) Key managerial personnel ||Yes Options were granted to the following Key Managerial Personnel: |
| ||1. Mr. Vipul B. Thakkar CFO - 50000 at Rs 43/- each shares |
| ||2. Ms. Aditi Bhatt CS 9000 at Rs 43/- each shares |
|(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. ||3. No employee received a grant of options in any one year of option amounting to five percent or more of options granted during that year. |
|(iii) Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; ||4. There are no identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant |
|Nature of Disclosures ||Particulars |
|Relevant disclosures in terms of the 'Guidance note on accounting for employee share-based payments' issued by ICAI or any other relevant accounting standards as prescribed from time to time ||5. Members may refer to the audited financial statement prepared as per IndAS for the year 2020-21. |
|Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time ||NA as no shares was issued & allotted during the year |
|Date of shareholders' approval ||April 13 2019 |
|Total number of options approved under ESOP Scheme Vesting requirements ||6000000 (Sixty Lakh) Options |
| ||The Options granted would Vest in to the Eligible Employee in 4 (four) installments in the following manner: |
| ||(a) 25% of the total number of Options granted after 12 months from the date of Grant of Options. |
| ||(b) 25% of the total number of Options granted after 24 months from the date of Grant of Options. |
| ||(c) 25% of the total number of Options granted after 36 months from the date of Grant of Options. |
| ||(d) 25% of the total number of Options granted after 48 months from the date of Grant of Options. |
|Exercise price or pricing formula ||Closing price of the Company's Equity Shares quoted on the stock exchanges immediately prior to the date of Grant of the Options as discounted by the Nomination & Remuneration Committee. |
|Maximum term of options granted ||The maximum exercise period for Exercise of an Option would be 6 (six) months from the date of its Vesting. |
|Source of shares ||Primary |
|Method used to account for ESOP - Intrinsic or fair value ||Fair Value |
i. Where the company opts for expensing of the options using the intrinsic value of theoptions the difference between the employee compensation cost so computed and theemployee compensation cost that shall have been recognized if it had used the fair valueof the options shall be disclosed. The impact of this and on EPS of the company shall alsobe disclosed:
The Company has prepared its financials based on IndAS and calculated the employeecompensation cost using fair value options and there is no difference.
ii. Option movement during the year (For each ESOS):
|Particulars ||Details |
|Number of options outstanding at the beginning of the period ||6000000* |
|Number of options granted during the year ||Nil |
|Number of options forfeited / lapsed during the year ||Nil |
|Number of options vested during the year ||690250 |
|Number of options exercised during the year ||Nil |
|Number of shares arising as a result of exercise of options ||NA |
|Money realized by exercise of options (INR) if scheme is implemented directly by the company ||NA |
|Loan repaid by the Trust during the year from exercise price received ||NA |
|Number of options outstanding at the end of the year ||6000000* |
|Number of options exercisable at the end of the year ||690250 |
*Thefigures for Bliss GVS ESOP-2019 is inclusive of the options granted on March 072020.
iii. Weighted-average exercise prices and weighted-average fair values of options shallbe disclosed separately for options whose exercise price either equals or exceeds or isless than the market price of the stock: NA as none of the options were exercised duringthe year.
iv. A description of the method and significant assumptions used during the year toestimate the fair value of options including the following information - NA as none of theoptions were exercised during the year.
a) the weighted-average values of share price exercise price expected volatilityexpected option life expected dividends the risk-free interest rate and any other inputsto the model;
b) the method used and the assumptions made to incorporate the effects of expectedearly exercise;
c) how expected volatility was determined including an explanation of the extent towhich expected volatility was based on historical volatility;
d) Whether and how any other features of the option grant were incorporated into themeasurement of fair value such as a market condition;
v. Until all options granted in the three years prior to the IPO have been exercised orhave lapsed disclosures of the information specified above in respect of such optionsshall also be made - NA
There have been no material changes to this scheme during the year. There was no newgrant made during the year. The ESOP scheme is in compliance with the Securities andExchange Board of India (Share Based
Employee Benefits) Regulations 2014. The applicable on disclosure prescribed under thesaid Regulations with regard to the ESOP scheme as at March 31 2021 is available on thewebsite of the Company at www.blissgvs. com
14. Directors and Key Managerial Personnel:
Mrs. Shruti Vishal Rao (DIN: 00731501) Whole-Time Director of the Company is liableto retire by rotation at the forthcoming Annual General Meeting and being
Your directors eligible recommend her re-appointment.
During the year following are the changes in Directors and Key Managerial Personnel ofthe Company.
Resignation of Mr. Gautam Ashra (DIN: 00140942) as a Non-Executive Director of theCompany:
Mr. Gautam Ashra (DIN: 00140942) Non-Executive Director of the Company has resignedfrom the designation of Director of the Company with effect from June 12 2020. TheCompany has received confirmation from Mr. Gautam
Ashra that there are no other reasons for his resignation other than those which isprovided in the resignation letter dated June 12 2020. The Board places on record itssincere appreciation of the contribution made by Mr. Gautam Ashra during his associationwith the Company.
Re-appointment of Mr. Vipul Thakkar as Chief Financial Officer and Key ManagerialPersonnel of the Company:
During the year the Company has re-appointed Mr. Vipul Thakkar as Chief FinancialOfficer and Key Managerial Personnel of the Company with effect from August 20 2020.
Appointment of Mr. Gagan Harsh Sharma (DIN: 07939421) as an Additional Director of theCompany:
Mr. Gagan Harsh Sharma (DIN:07939421) has been appointed as an Additional Director(Executive Director) of the Company with effect from January 21 2021 subject to approvalof shareholders in ensuing 36th Annual General Meeting. In Continuation to this theCompany affirmed that Mr. Gagan Harsh Sharma is not debarred from holding the office ofdirector by virtue of any SEBI order or any other authority.
15. Declaration by Independent Directors:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 along with declaration receivedpursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Qualification ofDirectors) Rules2014.
They have also furnished the declaration pursuant to Regulation 25(8) of the SEBIListing Regulations affirming compliance to the criteria of Independence as provided underRegulation 16(1)(b) of the SEBI Listing Regulations.
Based on the declarations and confirmations of the Independent Directors and afterundertaking due assessment of the veracity of the same the Board of Directors recordedtheir opinion that all the Independent Directors are independent of the Management andhave fulfilled all the conditions as specifiedunder the governing provisions of theCompanies Act 2013 and the SEBI Listing Regulations.
Further the Independent Directors have also confirmed that they have complied with theCompany's code of conduct.
16.Statement of Board of Directors:
The Board of Directors of the Company are of the opinion that all the IndependentDirectors of the Company possesses highest standard of integrity relevant expertise andexperience required to best serve the interest of the Company.
17. Board meetings held during the year:
The Board met four times during the financialyear.
The meeting details are provided in the corporate governance report that forms part ofthis Annual Report. The maximum gap between any two Board Meetings did not exceed onehundred and twenty days except a gap of 125 days between Board meetings of February 112020 and June 16 2020 which was caused due to COVID-19 pandemic and nationwide lockdownand this gap was in compliance with SEBI circulars i.e. Vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19 2020 and SEBI/HO/CFD/CMD1/CIR/P/2020/106 datedJune 24 2020 and Ministry of Corporate Affairs Circular No. General Circular No. 11/2020.
18.Committees of the Board:
In accordance with the applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board had thefollowing Four (4) Committees as on 31st March 2021: Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee.
A detailed update on the Board its Committees its composition detailed charterincluding terms of reference of various Board Committees number of committee meetingsheld and attendance of the directors at each meeting is provided in the CorporateGovernance Report which forms part of this Annual Report.
19. Evaluation of Performance of the board its committees and individual directors:
Board evaluation processes including in relation to the Chairman individual directorsand committees constitute a powerful and valuable feedback mechanism to improve Boardeffectiveness maximise strengths and highlight areas for further development. Theperformance evaluation of the Board Chairman Managing Director Non-Executive Directorand Executive Director is conducted by the Independent Directors in their separatemeeting. The criteria for performance evaluation of the Board included aspects such asBoard composition and of Board processes contribution structure in the long-termstrategic planning etc. The criteria for performance evaluation are broadly based on theGuidance Note issued by SEBI on Board Evaluation which included aspects such as structureand composition of Committees effectiveness of Committee Meetings etc.
The Criteria for Evaluation of Performance has been disclosed in the policy forEvaluation of Board of Directors which is hosted on the Company's website at http://www.blissgvs.com/policies-and-codes1/. The performance evaluation is conducted in thefollowing manner:
Performance evaluation of Board Chairman Managing Director Non-Executive Directorand Executive Director is conducted by the Independent Directors;
Performance evaluation of Committee is conducted by the Board of Directors;
The performance evaluation of Independent Directors is conducted by the entire Board ofDirectors.
During the year Board Evaluation cycle was completed by the Company internally whichincluded the Evaluation of the Board as a whole Board Committees and Peer Evaluation ofthe Directors.The evaluation process focused on Board dynamics committee effectivenessinformation flow to the Board or its committees among other matters.
The methodology included various techniques such as questionnaire giving of ratingsone-on-one discussions if required etc. The recommendations were discussed with theBoard and individual feedback was provided.
20. Familiarisation Programme for the independent directors:
In compliance with the requirements of Regulation 25(7) of the SEBI ListingRegulations the Company has put in place a Familiarization Programme for the IndependentDirectors to familiarize them with the Company their roles rights responsibilities inthe Company nature of the industry in which the Company operates business model etc. Thedetails of training and familiarization programme have been provided under the CorporateGovernance Report. Further at the time of the appointment of an independent director theCompany issues a formal letter of appointment outlining his / her role function dutiesand responsibilities. Details of Familiarization Programme conducted are available on thewebsite of the Company http://www.blissgvs.com/policies-and-codes1/
21. Nomination and Remuneration Policy:
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and on the recommendation ofthe Nomination & Remuneration Committee the Board has adopted the Nomination &Remuneration Policy for selection and appointment of Directors Senior Managementincluding Key Managerial Personnel (KMP) and their remuneration. The details ofRemuneration Policy are stated in the Corporate Governance Report. The details of thispolicy have been placed on the website of the Company at http://www.blissgvs.com/policies-and-codes1/
22.Extract of Annual Return:
The Annual Return of the Company as on March 31 2021 in Form MGT - 7 in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the website of the Company at www.blissgvs.com
By virtue of amendment to Section 92(3) of the Companies Act 2013 the Company is notrequired to provide extract of Annual Return (form MGT - 9) as part of the Board's Report.
23. Management Discussion and Analysis:
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report forms part of the AnnualReport is annexed herewith as Annexure-VI' to this Board's Report.
24. Corporate Governance:
Your Company believes in adopting best corporate governance practices. A CorporateGovernance Report as required in accordance with Regulation 34 (3) read with Para C ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Board's Report is annexedherewith as Annexure-VII' and also forms part of this Annual Report.
25. Audit Reports and Auditors:
Under Section 139 of the Companies Act 2013 and the
Rules made thereunder it is mandatory to rotate the statutory auditors on completionof the maximum term permitted under the provisions of Companies Act 2013. In line withthe requirements of the Companies Act 2013 M/s. Kalyaniwalla & Mistry LLP CharteredAccountants was appointed as Statutory Auditors of the Company to hold office for a periodof five consecutive years from the conclusion of the 32nd AGM of the Company held onSeptember 26 2017 till the conclusion of the AGM to be held in the year 2022. Therequirement for the annual ratification of auditors' appointment at the AGM has beenomitted pursuant to Companies (Amendment) Act
2017 notified on May 7 2018. However the auditors have confirmedtheir eligibilitylimits as prescribed in the Companies Act 2013 and that they are not disqualified fromcontinuing as Auditors of the Company.
The Auditors' Report for the financial year ended March 31 2021 on thefinancialstatements of the Company forms partofthisAnnualReport. Thereisno reservationadverse remark disclaimer or modified opinion in the Auditors' Report which calls forany further comments or explanations.
Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. AVS &Associates Practicing Company Secretaries was appointed to conduct the secretarial auditof the Company for the financial year 2020-21. The Secretarial Audit Report for thefinancial year ended March 31 2021 is annexed herewith as AnnexureV' formparts of the Board's Report.
The observations given by Secretarial Auditor in their report for the financial yearended March 31 2021 are self explanatory except the followings:
|Sr. No. ||Observations ||Reply to the observations |
|1. ||Composition of Board of the Company is not in accordance with the regulation 17(1) of SEBI (LODR) Regulations 2015 as on March 31 2021 ||The Company has taken note of the same. Composition of Board of the Company as on the date of board report is in compliance with the regulation 17(1) of SEBI (LODR) Regulations 2015. |
|2. ||Credit Ratings received from Informerics Ratings dated October 26 2020 and December 18 2020 has been submitted to the stock exchanges on January 13 2021 which was not within 24 hours from the date of revision in ratings as required under Regulation 30 read with Schedule III of SEBI (LODR) Regulations 2015. However as informed by the Company the said delay was occurred due to change in Credit Rating Agency. ||The Company believes in Compliance and Corporate Governance and always meeting all the terms and conditions thereof. The said delay was happened due to change in Credit Rating Agency. The company will ensure the prescribed timeline in future. |
Pursuant to the provisions of Section 138 of the Companies Act 2013 and rules madethere under
(including any amendment(s) modification(s) or re-enactment(s) thereof for the timebeing in force) the Board of Directors of the Company on recommendation of AuditCommittee at their meeting held on May 11 2021 have Re-appointed M/s. BDO India LLPChartered Accountant having LLP Registration No. AAB-7880 as Internal Auditors of theCompany for the Financial Year 2021-22 to conduct Internal Audit of the Company.
The Central Government of India has not specified the maintenance the of cost recordsunder sub-section (1) of section 148 of the Act for any of the products of the company.Accordingly during the year maintenance of Cost Records and Cost Audit was notapplicable to the Company.
26.Related Party Transactions:
In line with the requirements of the Companies Act 2013 and SEBI Listing Regulationsyour Company has formulated a Policy on Related Party Transactions which is also availableon the Company's website at http://www. blissgvs.com/policies-and-codes1/. The Policyintends to ensure that proper reporting approval and disclosure processes are in placefor all transactions between the Company and Related Parties.
- All related party transactions are placed before the Audit Committee for its reviewand approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basisfor a financial year for the transactions which are of a foreseen and repetitive innature. The statement giving details of all related party transactions entered intopursuant to the omnibus approval together with relevant information are placed before theAudit Committee for review and updated on quarterly basis.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. During the year under review the Company has notentered into any contracts/ arrangements/ transactions with related parties which qualifyas material in accordance with the Policy of the Company on materiality of related partytransactions. Hence the disclosure of Related Party Transactions as required underSection 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 theStandalone financial statements section of this Annual Report.
27. Loans and Investments:
Loans Guarantees and Investments made under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on March 31 2021 are set out in Notes to the Standalone Financial Statements ofthe Company.
28. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
In compliance with provisions of Section 134(3)(m) of the Act and Rule 8 of theCompanies (Accounts) Rules 2014 the information pertaining to conservation of energytechnology absorption and foreign exchange earnings and outgo for the year ended March 312021 are given in AnnexureIV' and forms part of this Board's Report.
29. Risk Management:
As per provisions of the Companies Act 2013 and as part of good Corporate Governancethe Company has laid down the procedures to inform to the Board about the risk assessmentand minimization procedures and the Board shall be responsible for framing implementingand monitoring the risk management plans for the Company.
The main objective is to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business.
The Audit Committee of the Company has periodically reviewed the various riskassociates with business of the Company. Such review includes risk identificationevaluation and mitigation of the risk.
30. Internal Financial Controls and their Adequacy:
The Company has in place Internal Financial Control system commensurate with sizescale and complexity of its operations to ensure proper recording of financial andoperational information & compliance of various internal controls statutorycompliances and other regulatory compliances. During the year under review no material orserious 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 internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
M/s. Kalyaniwalla & Mistry LLP Chartered Accountants Statutory Auditors of theCompany have monitor & evaluate the efficacy of Internal Financial Control System inthe Company it is in compliance with operating system accounting procedures &policies at all the locations of the Company. Based on report of Internal Audit functioncorrective actions in the respective area are undertaken & controls are strengthened.Significant audit observations if any and recommendations along with corrective actionsuggested thereon are presented to the Audit Committee of the Board. The Company isperiodically following all the applicable Indian Accounting Standards for properlymaintaining the books of account and reporting Financial Statements.
31.Corporate Social Responsibility:
The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-II' of this Board's report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The CSR policy is available on thewebsite of the company http://www. blissgvs.com/investors/policies-and-codes1/
32. Whistle Blower Policy / Vigil Mechanism:
The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation with Section 177(9) of the Act andRegulation 22 of SEBI Listing Regulations to report concerns about unethical behavior.The Company hereby affirms that no Director/employee has been denied access to theChairman and Audit Committee and that no complaints were received during the year. ThisPolicy is available on the website of the Company: http://www.blissgvs.com/investors/policies-and-codes1/
33. Prevention of Sexual Harassment at Workplace:
The Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. The Company has framed a policy on Prevention ofSexual Harassment in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 which is availableon the website of the Company: http://www.blissgvs.com/ investors/policies-and-codes1/Adequate workshops and awareness programmes against sexual harassment are conducted acrossthe organization.
The Company has constituted an Internal Complaints Committee in compliance with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and is accordingly fully compliant.
During the financial year ended March 31 2021 no complaints pertaining to sexualharassment were received or registered by the Company.
34.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.
Pursuant to provisions of Section 197(12) of the
Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the particulars of remuneration to the Directors andemployees of the Company and the details of the ratio of remuneration of each director tothe median employee's remuneration is annexed herewith as Annexure-III' to thisBoards Report.
IntermsofSection197(12)oftheCompaniesAct2013read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthis Boards Report in Annexure-III' if any.
35.Business Responsibility Report
SEBI Listing Regulations has mandated the inclusion of a "Business ResponsibilityReport" (BRR') as part of Company's Annual Report for Top 1000 listed entitiesbased on market capitalization at the BSE Limited (BSE) and the National Stock Exchange ofIndia Limited (NSE). In accordance with Regulation 34(2)(f) of the Listing Regulationsthe Business Responsibility Report is annexed herewith as Annexure-VIII' forms partof this Annual Report.
The detailed Business Responsibility Report for 2020-21 is available on the Company'swebsite at www.blissgvs.com based on the 9 Principles enshrined in the NVGs.
36.Insurance of Assets
All the fixed assets finished goods semi-finished raw material packing material andgoods of the company lying at different locations have been insured against fire andallied risks.
37.Other General Disclosures:
i. SECRETARIAL STANDARDS:
The Institute of Company Secretaries of India a Statutory Body has issued SecretarialStandards on various aspects of corporate law and practices. The Company has complied withthe applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings ofthe Board of Directors' and General Meetings' respectively.
ii. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS/TRIBUNALS:
During the year the Company had filed a suit in the High Court of Justice Ghana in itsCommercial Division against infringing party (the "Defendant") in connectionwith infringement of the Company's registered trademark being illegally manufactured bythe defendant. The Court granted ex-parte interim relief(s) to the Company and orderedregistrar of Ghana to seize the infringing products.
iii. REPORTING OF FRAUDS BY AUDITORS:
During the year under review neither the Statutory Auditors nor the SecretarialAuditor have reported to the Board or Audit Committee as required under Section 134 (3)(ca) and 143(12) of the Companies Act 2013 any instances of frauds committed against theCompany by its officers or employees the details of which would need to be mentioned inthis Report.
38.Environmental Safety and Health:
Your Company is committed to ensure a sound Safety Health and Environment (SHE)performance related to its activities products and services. Your Company had beencontinuously taking various steps to develop and adopt Safer Process technologies and unitoperations. Your Company has been investing heavily in areas such as Process Automationfor increased safety and reduction of human error element Enhanced level of training onProcess and Behavior based safety adoption of safe & environmental friendlyproduction process Installation of Bioreactors Chemical ROs Multiple effect evaporatorand Incinerator etc. to reduce the discharge of effluents commissioning of Waste Heatrecovery 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 aredone on a continuous basis.
39.Bank and Financial Institutions:
The Board of Directors of the Company are thankful to their bankers for their continuedsupport to the Company. goods
Your directors placed on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment in particular during this unprecedented year.The Directors place on record their special gratitude toward the front-line employees whowere working in our factories and in the market to ensure that the Company's productsreach to the consumers.
Your directors also take this opportunity to thank all Shareholders Clients VendorsBanks Stock Exchanges Government and Regulatory Authorities for their continued support.The co-operation extended by the Government and Regulatory Authorities across the countryduring this year enabled the Company to serve the consumers with health and hygieneessential products.
For and on behalf of the Board of Directors
For Bliss GVS Pharma Limited
|Sd/- ||Sd/- |
|S. R. Vaidya ||Gagan Harsh Sharma |
|Chairman & Independent Director ||Managing Director |
|(DIN:03600249) ||(DIN:07939421) |
|Place: Mumbai || |
|Date: July 31 2021 || |