Dear Members,
The Board of Directors are pleased to submit its report on the
performance of the Company along with the audited standalone and consolidated financial
statements for the year ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
(H in Lakhs)
|
Standalone |
Consolidated |
Particulars |
Year ended 31st March, |
Year ended 31st March, |
Year ended 31st March, |
Year ended 31st March, |
|
2023 |
2022 |
2023 |
2022 |
| Gross Total revenue |
64,910.58 |
66,898.46 |
76,937.39 |
77,894.98 |
| Profit before tax and exceptional item |
11,569.22 |
12,365.52 |
10,607.16 |
12,775.98 |
| Profit for the year (after tax and
attributable to shareholders) |
8,547.86 |
9,266.40 |
7,673.48 |
2,312.65 |
| Other Comprehensive Income for the year
(not to be reclassified to P&L) |
(66.62) |
30.27 |
(62.06) |
30.27 |
| Other Comprehensive Income for the year
(to be reclassified to P&L) |
- |
- |
(576.10) |
(771.13) |
| Surplus brought forward from the last
balance sheet |
76,533.47 |
67,622.44 |
74,871.50 |
73,722.85 |
| Profit available for appropriation |
85,137.12 |
77,051.01 |
82,011.48 |
75,389.04 |
| Appropriations: |
|
|
|
|
| Dividend |
519.04 |
517.54 |
519.04 |
517.54 |
| Tax on Dividend |
- |
- |
|
|
| Surplus carried forward |
84,618.08 |
76,533.47 |
81,492.44 |
74,871.50 |
2. OVERVIEW OF FINANCIAL PERFORMANCE:
During the financial year ended 31st March, 2023, the Company's
total revenue from operations including other income on a standalone basis was H64,910.58
Lakhs as compared to H66,898.46
Lakhs in the previous year.
During the financial year ended 31st March, 2023, the Company and its
subsidiary's total consolidated revenue from operations including other income on a
consolidated basis reduced to H76,937.39 Lakhs as against H77,894.60 Lakhs in the previous
year.
During the financial year ended 31st March, 2023, Standalone Profit
before Tax and Exceptional item decreased to H11,569.22
Lakhs as against H12,365.52 Lakhs in the previous year whereas
Consolidated Profit before Tax and Exceptional item decreased to H10,607.16 as against
H12,775.98 Lakhs in the previous year.
The Standalone Net Profit for the financial year ended 31st March, 2023
decreased to H8,547.86 Lakhs as against H9,266.40 Lakhs in the previous year while
Consolidated Net Profit increased to H7,673.48 Lakhs as against H2,312.65 Lakhs in the
previous year.
3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
The financial year 2022-2023 was a decent year for the Company in terms
of financial performance. We are one of the manufacturers of suppositories and pessaries
in the world and Sub-Saharan Africa continues to be the largest market for us, accounting
for more than 80% of our sales volume. In the years ahead, the organization intends to
increase its market share in economies other than
Africa. The Company's position in the market is further solidified
by its relentless focus on innovation and strong R&D skills. Also, it consistently
invests in upgrading its manufacturing and R&D capabilities to seize potential
opportunities. To stay ahead of the curve, the Company is gearing up to work with several
domestic and international market players.
Further information on the Business overview and outlook and State of
the affairs of the Company is discussed in detail in the Management Discussion &
Analysis Report.
Completion of US FDA Inspection at Plot 11 of the Company:
The United States Food and Drug Administration (‘US FDA')
conducted a Pre-Approval Inspection (PAI) and Good Manufacturing Practice (GMP) inspection
at the Company's manufacturing unit at Plot No. 11, Survey No. 38/1, Dewan Udyog Nagar,
Aliyali Village, Palghar, 401404, Maharashtra from Monday, March 13, 2023, to Friday,
March 17, 2023.
After the inspection, the US FDA issued a Form 483 with 3 minor
observations. The observations are procedural in nature. None of the observations relate
to data integrity. The Company shall prepare detailed responses to the observations that
have been submitted to the US FDA within the stipulated timelines.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company or any of
its subsidiaries during the year.
5. SHARE CAPITAL:
The paid-up Equity Share Capital of the Company as on March 31, 2023,
is H10,41,52,672/- (Rupees Ten Crores Fourty-One Lakh
Fifty-Two Thousand Six Hundred and Seventy-Two Only). Out of the total
paid-up share capital of the Company, 35.04% is held by the Promoter & Promoter Group
in fully dematerialized form and the remaining balance of 64.96% is held by persons other
than Promoter and Promoter Group, out of which the majority is in dematerialized form.
During the year, the Company issued 4,74,750 equity shares pursuant to
Bliss GVS ESOP 2019.
Further, during the year under review, the Company has neither issued
shares with differential rights as to dividend, voting, or otherwise nor has issued sweat
equity under any scheme. Further, none of the Directors of the Company holds investments
convertible into equity shares of the Company as on March 31, 2023.
6. DIVIDEND:
The Board of Directors at their meeting held on May 11, 2023, has
recommended a dividend of H0.50 paisa (i.e. 50 %) per equity share of H1/- each for the
year ended March 31, 2023 subject to the approval of the shareholders at the ensuing 38th
Annual General Meeting (‘38th AGM') of the Company. The dividend payout will be
done in compliance with applicable SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI Listing Regulation') & Companies Act, 2013
(‘the Act').
In view of the changes made under the Income-Tax Act, 1961, by the
Finance Act 2020, the dividend paid or distributed by the Company shall be taxable in the
hands of the members.
Accordingly, the Company shall make the payment of the Dividend after
the deduction of tax at source to the members.
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI
Listing Regulations') the Board of Directors of the Company (the ‘Board')
formulated and adopted the Dividend Distribution Policy (the ‘Policy').
The Policy of the Company is available on the Company's website
and can be accessed at https://www.blissgvs.com/policies-and-codes1/.
7. TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserve for the
financial year ended March 31, 2023.
8. DEPOSITS:
The Company has not accepted any deposits from the public/ members
during the year under review within the meaning of sections 73 and 74 of the Companies
Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and
accordingly, no amount on account of principal or interest on public deposits was
outstanding as on 31st March, 2023.
9. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There are no material changes and commitments which affect the
financial position of the Company that have occurred between the end of the financial year
to which the financial statements relate and the date of this report.
10. SUBSIDIARIES:
As on March 31, 2023, the Company has 2 wholly-owned subsidiaries, 1
partly-owned subsidiary, and 4 step-down subsidiaries. The Company does not have any joint
venture/ associate company(ies) within the meaning of Section 2(6) of the Companies Act,
2013.
Pursuant to the first proviso to Section 129(3) of the Act and Rule 5
and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial
statements, performance, and financial position of each of the subsidiaries are given in
"Form AOC-1" as Annexure I to this Report.
In accordance with the third proviso of Section 136(1) of the Companies
Act, 2013, the Annual Report of the Company, containing therein its standalone and
consolidated financial statements together with relevant documents has been placed on the
website of the Company www.blissgvs.com. Further, as per the fourth proviso of the said
section, the audited annual accounts of each of the subsidiary companies have been placed
on the website of the Company, http://www.blissgvs.com/investors/
financials/financial-subsidiaries/.
The Company has a policy for determining material subsidiaries and the
same is available on the Company's website at
http://www.blissgvs.com/policies-and-codes1/.
11. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the Demat account of the IEPF Authority.
During the year, the Company has transferred a total unclaimed and
unpaid final dividend of H23,34,413/- for the F.Y. 2014-2015
(interim & final) to IEPF Authority. Further 1,23,314 corresponding
shares on which dividends were unclaimed for seven consecutive years were transferred to
IEPF Authority as per the requirements of the IEPF Rules.
Year-wise amounts of unpaid/unclaimed dividends standing in the unpaid
account up to the year, and the corresponding shares, which are liable to be transferred
are provided in the Corporate Governance Report and are also available on the
Company's website at www.blissgvs.com.
12. EMPLOYEE STOCK OPTION PLAN (‘ESOP'):
The Company has in force the Employee Stock Option Plan ("ESOP
2019") to reward the employees for their loyalty and contribution to the Company and
to motivate them to keep contributing to the growth and profitability of the Company. The
Company also intends to use this ESOP, 2019 to attract and retain talent in the Company
and to give its employees co-ownership. During the year, there have been no material
changes made to the scheme. The ESOP scheme of the Company is in compliance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.
The applicable disclosure prescribed under the said Regulations with
regard to the ESOP Scheme as of 31st March, 2023 is available on the website of the
Company at www.blissgvs.com.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Director liable to Retirement by Rotation
Dr. Vibha Gagan Sharma (DIN: 02307289), Whole-Time Director of the
Company, is liable to retire by rotation at the ensuing 38th AGM pursuant to the
provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company
and being eligible offers herself for re-appointment, on the recommendation of the
Nomination & Remuneration Committee and Board of Directors.
In pursuance of Regulation 36 of the SEBI Listing Regulations read with
Secretarial Standard – 2 on General Meetings relating to Dr. Vibha Gagan Sharma is
given in the Notice of 38th AGM.
Key Managerial Personnel
During the year, the following are the changes in Key Managerial
Personnel of the Company.
Resignation of Mr. Vipul B. Thakkar as a Chief Financial Officer of the
Company
Mr. Vipul B. Thakkar, Chief Financial Officer of the Company, has
resigned from the designation of Chief Financial Officer of the Company with effect from
June 30, 2022, due to personal reasons. The Board places on record its sincere
appreciation for his valuable contribution to the Company for the period as the Chief
Financial Officer.
Appointment of Mr. Deepak Sawant as a Chief Financial Officer of the
Company
Mr. Deepak Sawant has been appointed as Chief Financial Officer of the
Company with effect from December 30, 2022.
He was appointed as Company's DGM – Accounts and Finance on
March 16, 2020. He is a qualified Chartered Accountant and holds a Bachelor of Commerce
degree from Mumbai University. He has more than 20 years of post-qualification work
experience having extensive expertise in Finance and Accounts, Taxation, Financial and
Strategic Planning, and Fund management. He has extensive expertise in Strategy and
financial planning, Corporate Finance,
Treasury, Budgeting, and Taxation. He has a track record of leading
teams, strengthening operational and financial controls, and driving operational
efficiency. He shall be responsible for Strategy, Accounting, Treasury, Financial Planning
& Analysis, and Taxation.
Independent Directors
The Independent Directors hold office for a term of 5 (five) years and
are not liable to retire by rotation.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the necessary declaration from each
Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the
criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along
with a declaration received pursuant to sub-rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. They have also furnished the
declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming
compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the
SEBI Listing Regulations.
Based on the declarations and confirmations of the Independent
Directors and after undertaking the due assessment of the veracity of the same, the Board
of Directors recorded their opinion that all the Independent Directors are independent of
the Management and have fulfilled all the conditions as specified under the governing
provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
Further, the Independent Directors have also confirmed that they have
complied with the Company's code of conduct.
15. BOARD MEETINGS:
The Board met Five (5) times during the financial year. The maximum gap
between any two Board Meetings did not exceed one hundred and twenty days. The details of
the meetings and attendance of directors are furnished in the Corporate Governance Report
which forms part of the Annual Report and is annexed as an ‘Annexure - VII' to
this Board's Report.
16. COMMITTEES OF THE BOARD:
In accordance with the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board had the following Five (5) Committees as on March 31, 2023:
• Audit Committee,
• Nomination and Remuneration Committee,
• Stakeholders Relationship Committee,
• Corporate Social Responsibility Committee.
• Risk Management Committee
A detailed update on the Board, its committees, its composition,
detailed charter including terms of reference of various Board
Committees, number of committee meetings held, and attendance of the
directors at each meeting is provided in the Corporate Governance Report, which forms part
of this Annual Report.
17. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND
INDIVIDUAL DIRECTORS:
Pursuant to applicable provisions of the Companies Act, 2013 and the
SEBI Listing Regulations, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework containing, inter-alia, the process,
format, attributes, and criteria for performance evaluation of the entire Board of the
Company, its committees and individual directors, including Independent Directors. The
evaluation process inter alia considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating inter se board members, effective
participation, domain knowledge, compliance with code of conduct, vision, and strategy,
etc., which is in compliance with applicable laws, regulations, and guidelines. The
performance of each Committee was evaluated by the Board, based on the report of
evaluation received from respective Board Committees.
The criteria for performance evaluation are broadly based on the
Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the
structure and composition of Committees, the effectiveness of Committee Meetings, etc.
Board evaluation processes, including in relation to the Chairman, individual directors,
and committees, constitute a powerful and valuable feedback mechanism to improve Board
effectiveness, maximize strengths and highlight areas for further development.
The Criteria for Evaluation of Performance has been disclosed in the
policy for Evaluation of the Board of Directors which is hosted on the Company's
website at http://www.blissgvs.com/policies-and-codes1/. The performance evaluation is
conducted in the following manner:
• Performance evaluation of the Board, Chairman, Managing
Director, Non-Executive Director, and Executive Director is conducted by the Independent
Directors;
• Performance evaluation of the Committee is conducted by the
Board of Directors;
• The performance evaluation of Independent Directors is conducted
by the entire Board of Directors.
The Independent Directors had met separately on January 24, 2023,
without the presence of Non-Independent Directors and the Members of Management and
discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole
and the performance of the Chairman of the Company after taking into consideration the
views of Executive and Non-Executive Directors. The Directors expressed their satisfaction
with the evaluation process.
The Board of Directors of the Company is of the opinion that all the
Independent Directors of the Company possess the highest standard of integrity, relevant
expertise, and experience required to best serve the interest of the Company.
36
18. NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, and on the
recommendation of the Nomination & Remuneration Committee, the Board has adopted the
Nomination & Remuneration Policy for selection and appointment of Directors, Senior
Management including Key Managerial Personnel (KMP) and their remuneration. The details of
the Remuneration Policy are stated in the Corporate Governance Report. The details of this
policy have been placed on the website of the Company at http://www.blissgvs.com/
policies-and-codes1/
19. MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report
(‘MDAR') forms part of the Annual Report and is annexed herewith as
‘Annexure-VI' to this
Board's Report.
20. EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as of 31st March, 2023, in Form MGT -
7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, is available on the website of the Company
athttps:// blissgvs.com/investors/shareholder-information/annual-return/.
By virtue of an amendment to Section 92(3) of the Companies Act, 2013,
the Company is not required to provide an extract of the Annual Return (form MGT- 9) as
part of the Board's Report.
21. FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 25(7) of the SEBI
Listing Regulations, the Company has put in place a Familiarization Program for the
Independent Directors to familiarize them with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model, etc. The details of the training and familiarization program have been
provided under the Corporate Governance Report. Further, at the time of the appointment of
an independent director, the Company issues a formal letter of appointment outlining his /
her role, function, duties, and responsibilities. Details of the Familiarization Program
conducted are available on the Company's website
http://www.blissgvs.com/policies-and-codes1/.
22. CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of
Corporate Governance and adheres to the Corporate Governance requirements set out by the
Securities and Exchange Board of India ("the SEBI"). The Company has also
implemented several best governance practices. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our business decisions. The Corporate
Governance Report as per Regulation 34 (3) read with Para C of Schedule V of the Listing
Regulations forms part of the Annual Report and is annexed herewith as an
‘Annexure-VII '. A certificate from the Secretarial Auditor of the Company
confirming compliance with the conditions of Corporate Governance is annexed to the
Corporate Governance Report.
23. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) policy
of the Company and the initiatives undertaken by the Company on CSR activities during the
year are set out in Annexure-II ‘ ' of this Board's report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR
policy is available on the website of the company
http://www.blissgvs.com/investors/policies-and-codes1/.
24. AUDIT REPORTS AND AUDITORS:
Statutory Auditors
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, (Firm's
Regn. No. 104607W / W100166), were re-appointed as the Statutory Auditors of the Company
for a second term for a period of five consecutive years from the conclusion of the 37th
Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held
in the financial year 2027-28.
The requirement for the annual ratification of auditors'
appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017,
notified on May 7, 2018.
The auditors have confirmed their eligibility limits as prescribed in
the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of
the Company.
The Auditors' Report for the financial year ended March 31, 2023,
on the financial statements of the Company forms a part of this Annual Report. There is no
qualification, reservation, adverse remark, disclaimer, or modified opinion in the
Auditors' Report, which calls for any further comments or explanations.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, M/s. AVS & Associates, Practicing Company Secretaries were appointed to
conduct the secretarial audit of the Company for the financial year 2022-2023. The
Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31, 2023, is
annexed herewith as an ‘Annexure–V' to this Board's Report.
The Secretarial Audit Report contains the following observations:
| No |
Observation |
Reply to Observation |
1. |
There are certain related
party transactions entered for which the Company has obtained approval from the audit
committee instead of prior approval. |
Considering the necessity
of business operations, the Company had entered into certain related party transactions
which were duly approved by the audit committee after noting the rationale for the same.
The Company will ensure to take requisites prior approvals for all projected related party
transactions, wherever applicable. |
Internal Auditors
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and rules made there under (including any amendment(s), modification(s), or
re-enactment(s) thereof for the time being in force), the Board of Directors of the
Company, on the recommendation of Audit Committee, at their meeting held on May 11, 2023,
have re-appointed M/s. BDO India LLP, Chartered Accountant having LLP Registration No.
AAB-7880 as Internal Auditors of the Company for the Financial Year 2023-2024, to conduct
Internal Audit of the Company.
Cost Audit
The Company is required to maintain Cost Records as specified by the
Central Government under Section 148(1) of the Companies Act, 2013 read with Rule 3 of the
Companies (Cost Records and Audit) Rules, 2014, and accordingly, such accounts and records
are made and maintained by the Company.
In accordance with Rule 4 of the Companies (Cost Records and Audit)
Rules, 2014, the requirement for cost audit shall not apply to the Company as its revenue
from exports, in foreign exchange, exceeds seventy-five percent of its total revenue.
25. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and the SEBI
Listing Regulations, your Company has formulated a Policy on Related Party Transactions
which is also available on the Company's website at
http://www.blissgvs.com/policies-and-codes1/.
All related party transactions are placed before the Audit Committee
for its review and approval. Prior/omnibus approval of the Audit Committee is obtained on
an annual basis for a financial year, for the transactions which are foreseen and
repetitive in nature. Considering the necessity of business operations, the Company had
entered into certain related party transactions for which the Company has obtained
approval from the audit committee instead of prior approval, after noting the rationale
for the same.
The statement giving details of all related party transactions entered
into pursuant to the omnibus approval together with relevant information are placed before
the Audit Committee for review and updated on a quarterly basis.
All Related Party Transactions entered during the year were in Ordinary
Course of the Business and at Arm's Length basis. During the year under review, the
Company has not entered into any contracts/ arrangements/ transactions with related
parties which qualify as material in accordance with the Policy of the Company on the
materiality of related party transactions. Hence, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ‘Form
AOC-2' is not applicable.
The details of such related party transactions are available in the
Notes to the Standalone financial statements section of this Annual Report.
26. LOANS AND INVESTMENTS:
Loans, Guarantees, and Investments made under the provisions of Section
186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2023, are set out in Notes to the Standalone Financial
Statements of the Company.
27. RISK MANAGEMENT:
As per provisions of the Companies Act, 2013 and as part of good
Corporate Governance, the Company has laid down the procedures to inform the Board about
the risk assessment and minimization procedures and the Board shall be responsible for
framing, implementing, and monitoring the risk management plans for the Company. The main
objective is to ensure sustainable business growth with stability and to promote a
proactive approach in reporting, evaluating, and resolving risks associated with the
business.
The Audit Committee of the Company has periodically reviewed the
various risks associated with the business of the Company. Such review includes risk
identification, evaluation, and mitigation of the risk.
The Company has constituted its Risk Management Committee and also
adopted its policies. Details of the same are mentioned in the Corporate Governance Report
which is a part of this Annual Report.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption, and
foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134
of the Companies Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014,
are enclosed as ‘Annexure-IV' to this Board's report.
29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has in place an Internal Financial Control System,
commensurate with the size, scale, and complexity of its operations to ensure proper
recording of financial and operational information & compliance with various internal
controls, statutory compliances, and other regulatory compliances. During the year under
review, no material or serious observation has been received from the Internal Auditors of
the Company for inefficiency or inadequacy of such controls.
The finance department monitors and evaluates the efficacy and adequacy
of the internal control system in the Company, its compliance with operating systems,
accounting procedures, and policies at all locations of the Company.
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Statutory
Auditors of the Company have monitored and evaluated the efficacy of the Internal
Financial Control System in the Company, it is in compliance with the operating system,
accounting procedures & policies at all the locations of the Company.
BasedonthereportoftheInternalAuditfunction,correctiveactions in the
respective area are undertaken & controls are strengthened. Significant audit
observations, if any, and recommendations along with corrective action suggested thereon
are presented to the Audit Committee of the Board. The Company is periodically following
all the applicable Indian Accounting Standards for properly maintaining the books of
account and reporting Financial Statements.
30. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in confirmation with Section 177(9)
of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, to report
concerns about unethical behavior. The Company hereby affirms that no Director/employee
has been denied access to the Chairman and Audit Committee and that no complaints were
received during the year. This Policy is available on the website of the Company at
http://www.blissgvs.com/investors/policies-and-codes1/.
31. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:
The Company strongly believes in providing a safe and harassment-free
workplace for each and every individual working for the Company through various
interventions and practices. It is the continuous endeavor of the Management of the
Company to create and provide an environment to all its employees that is free from
discrimination and harassment including sexual harassment. The Company has adopted a
policy on prevention, prohibition, and redressal of sexual harassment at the workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has
arranged various interactive awareness workshops in this regard for the employees at the
manufacturing sites, R & D setups & corporate office during the year under review.
During the year, there were no complaints received by the Company. The
Company has complied with provisions relating to the constitution of the Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013.
32. HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION:
We are committed to hiring and retaining the best talent and being
among the industry's leading employers. We focus on promoting a collaborative,
transparent, and participative organizational culture, and rewarding merit and sustained
high performance. Our human resource management focuses on allowing our employees to
develop their skills, grow in their careers, and navigate their next.
In terms of compliance with provisions of Section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and
employees of the Company and the details of the ratio of remuneration of each director to
the median employee's remuneration are annexed herewith as ‘Annexure-III'
to this
Boards Report.
In terms of Section 197(12) of the Companies Act, 2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said
rules forms part of this Boards Report in Annexure if any.
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(‘BRSR'):
The Listing Regulations mandate the inclusion of the BRSR as part of
the Annual Report for the top 1,000 listed entities based on market capitalization. In
compliance with the Listing Regulations, we have integrated BRSR disclosures into our
Annual Report. The Business Responsibility and Sustainability Report of the Company for
the year ended March 31, 2023, forms part of the Annual Report and is enclosed as an
‘Annexure-VIII' and is also made available on the website of the Company at
www.blissgvs.com.
34. INSURANCE OF ASSETS:
All the fixed assets, finished goods, semi-finished goods, raw
materials, packing materials, and goods of the company lying at different locations have
been insured against fire and allied risks.
35. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(5) read with Section
134(3)(c) of the Companies Act, 2013 with respect to the Directors' Responsibility
Statement, it is hereby confirmed that:
i. In the preparation of the annual accounts for the financial year
ended March 31, 2023, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed and there are no material departures
from the same;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023,
and of the profit/loss of the Company for the financial year from April 1, 2022, to March
31, 2023.
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv. the Directors have prepared the annual accounts on a ‘going
concern' basis;
v. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and.
vi. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
36. OTHER GENERAL DISCLOSURES:
i. SECRETARIAL STANDARDS
The Institute of Company Secretaries of India, a Statutory Body, has
issued Secretarial Standards on various aspects of corporate law and practices. The
Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to ‘Meetings of the Board of Directors and ‘General Meetings,
respectively.
ii. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/
REGULATORS/TRIBUNALS
During the year, there are no significant and material orders passed by
the regulators or courts or tribunals which impact the going concern status and
Company's operations in the future.
iii. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor has reported to the Board or Audit Committee, as required under
Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or employees, the details of which would
need to be mentioned in this Report.
37. ENVIRONMENTAL, SAFETY, AND HEALTH:
The Company is committed to ensuring a sound Safety, Health, and
Environment (SHE) performance related to its activities, products, and services. The
Company had been continuously taking various
39 steps to develop and adopt Safer Process technologies and unit
operations. The Company has been investing heavily in areas such as Process Automation for
increased safety and reduction of human error element, Enhanced level of training on
Process and Behavior-based safety, adoption of safe & environmentally friendly
production processes, Installation of Bioreactors, Chemical ROs, Multiple effect
evaporator, and Incinerator, etc. to reduce the discharge of effluents, commissioning of
Waste Heat recovery systems, and so on to ensure the Reduction, Recovery, and Reuse of
effluents & other utilities. Monitoring and periodic review of the designed SHE
Management System are done on a continuous basis.
38. BANK AND FINANCIAL INSTITUTIONS:
The Board of Directors of the Company are thankful to their bankers for
their continued support of the Company.
39. ACKNOWLEDGEMENTS:
The Directors of the Company wish to acknowledge with gratitude and
place on record their appreciation to all stakeholders – shareholders, investors,
customers, suppliers, business associates, Company's bankers, regulatory, medical
professionals, business associates, and governmental authorities for their cooperation,
assistance, and support. Further, they also wish to thank their employees for their
dedicated services.
The Directors also wish to express their gratitude to investors for the
faith that they continue to repose in the Company.
For and on behalf of the Board of Directors
Bliss GVS Pharma Limited
| Sd/- |
Sd/- |
| S. R. Vaidya |
Gagan Harsh Sharma |
| Chairman & Independent Director |
Managing Director |
| DIN: 03600249 |
DIN: 07939421 |
Place: Mumbai Date: May 11, 2023
