Dear Members,
The Board of Directors is pleased to submit its report on the
performance of the Company along with the audited standalone and consolidated financial
statements for the year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS:
(Rs in Lakh)
|
Standalone |
Consolidated |
| Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
| Gross Total revenue |
70,342.11 |
63,896.02 |
84,621.97 |
79,898.23 |
| Profit before tax and exceptional item |
9,417.11 |
11,134.38 |
12,563.92 |
14,606.81 |
| Profit for the year (after tax and attributable to
shareholders) |
6,896.87 |
5064.49 |
9,025.53 |
8,157.79 |
| Other Comprehensive Income for the year (not to be
reclassified to P&L) |
(55.72) |
(15.36) |
(56.84) |
(17.26) |
| Other Comprehensive Income for the year (to be reclassified
to P&L) |
- |
- |
(177.72) |
472.11 |
| Surplus brought forward from the last balance sheet |
89,257.20 |
84,618.08 |
88,699.01 |
81,492.43 |
| Profit available for appropriation |
96,211.26 |
89,778.32 |
97,185.35 |
89,220.13 |
| Appropriations: |
|
|
|
|
| Dividend |
524.84 |
521.12 |
524.84 |
521.12 |
| Tax on Dividend |
- |
- |
- |
- |
| Surplus carried forward |
95,686.42 |
89,257.20 |
96,660.51 |
88,699.01 |
2. OVERVIEW OF FINANCIAL PERFORMANCE:
During the financial year ended March 31, 2025, the Company's
total revenue from operations including other income on a standalone basis was H 70,342.11
Lakh as compared to H 63,896.02 Lakh in the previous year.
During the financial year ended March 31, 2025, the Company and its
subsidiary's total consolidated revenue from operations including other income on a
consolidated basis increased to H 84,621.97 Lakh as against H 79.898.23 Lakh in the
previous year.
During the financial year ended March 31, 2025, Standalone Profit
before Tax and Exceptional item decreased to H 9,417.11 Lakh as against H 11,134.38 Lakh
in the previous year whereas Consolidated Profit before Tax and Exceptional item decreased
to H 12,563.92 Lakh as against H 14,606.81 Lakh in the previous year.
The Standalone Net Profit for the financial year ended March 31, 2025,
increased to H 6,896.87 Lakh as against H 5,064.49 Lakh in the previous year while the
Consolidated Net Profit increased to H 9,025.53 Lakh as against H
8,157.79 Lakh in the previous year.
3. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
The last financial year was a decent year for the Company in terms of
financial performance. Our strategic focus for the future is centered on building enduring
capabilities that will propel us toward long-term growth, innovation, and
resilience. In FY 2025, we made meaningful progress across several fronts that strengthen
our foundation and position us for the next phase of our journey.
The successful commissioning of an additional 2.5 MW solar capacity in
Q4 FY 2025 reflects our commitment to sustainability and operational efficiency. By
further reducing our carbon footprint and energy costs, we are building energy resilience
and aligning with global ESG expectations.
As we move forward, we remain focused on investing in product
innovation, infrastructure, talent, and digitalization. By building these capabilities
today, we are ensuring that Bliss GVS is well-equipped to navigate industry challenges,
capture new opportunities, and create lasting value for all stakeholders.
For more information on the Business overview and outlook and state of
the affairs of the Company has been provided in detail in the Management Discussion &
Analysis Report.
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, 2025,
is H 10,53,70,272/- (Rupees
Ten Crores Fifty-Three Lakh Seventy Thousand Two Hundred and
Seventy-Two Only). Out of the total paid-up share capital of the Company, 35.29% is held
by the Promoter & Promoter Group in fully dematerialized form and the balance of
64.71% is held by persons other than Promoter and Promoter Group, out of which the
majority is in dematerialized form.
During the year, the Company has issued 6,79,450 equity shares under
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, 2025.
6. DIVIDEND:
The Board of Directors at their meeting held on May 12, 2025, has
recommended a Final Dividend of H 0.50 paisa (i.e 50%) per equity share of H 1/- each for
the year ended March 31, 2025, subject to the approval of the shareholders at the ensuing
40th Annual General Meeting (‘40th AGM') of the Company.
The dividend payout will be done in compliance with applicable SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations')
& 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, 2025.
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 March 31, 2025.
9. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments that 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, other than those already
mentioned in this Report.
10. SUBSIDIARIES:
As on March 31, 2025, the Company has 2 wholly-owned
subsidiaries, 1 partly-owned subsidiary, and 3 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 PROTECTIONFUND ("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 H 19,71,958 for the F.Y. 2016-17 (Final) to IEPF Authority.
Further, 81,807 corresponding shares on which dividends were unclaimed for seven
consecutive years were transferred to the 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 March 31, 2025 is available on the website of the Company
at www.blissgvs.com.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Director liable to Retirement by Rotation
Mrs. Vibha Gagan Sharma (DIN: 02307289), Whole-Time Director of
the Company, is liable to retire by rotation at the ensuing 40th AGM pursuant
to the provisions of Section 152 of the Act 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 of the Company.
Particulars in pursuance of Regulation 36 of the SEBI Listing
Regulations read with Secretarial Standard – 2 on General Meetings relating to Mrs.
Vibha Gagan Sharma is given in the Notice of 40th AGM.
During the year, following are the changes in Directors and Key
Managerial Personnel of the Company.
Completion of Tenure of Mr. Subramanian Ramaswamy Vaidya (DIN:
03600249) as a Non-Executive Independent Director of the Company.
Mr. Subramanian Ramaswamy Vaidya (DIN: 03600249) has completed his
second and final term as a Non-Executive Independent Director with the Company. As a
result, he ceased to be a Director and Chairman of the Company w.e.f. close of business
hours on August 27, 2024.
Appointment of Mr. Nandkumar Kashinath Chodankar (DIN: 02736718) as a
Non-Executive Independent Director of the Company.
Mr. Nandkumar Kashinath Chodankar (DIN: 02736718) has been appointed as
a Non-Executive Independent Director of the Company for the first term of five (5)
consecutive years w.e.f. June 22, 2024, not liable to retire by rotation which was duly
approved by the shareholders in 39th Annual General Meeting held on July 25,
2024.
Re-appointment of Ms. Shilpa Bhatia (DIN: 08695595) as a Non-Executive
Independent Director of the Company.
Ms. Shilpa Bhatia (DIN: 08695595) has been appointed as a Non-Executive
Independent Director of the Company for the Second term of five (5) consecutive years
w.e.f. February 11, 2025, not liable to retire by rotation which was duly approved by the
shareholders in 39th Annual General Meeting held on July 25, 2024.
Key Managerial Personnel
Re-appointment of Mr. Gagan Harsh Sharma (DIN: 07939421) as a Managing
Director of the Company.
Mr. Gagan Harsh Sharma (DIN: 07939421) has been re-appointed as
a Managing Director of the Company for period of 3 years with effect from May 11, 2024,
not liable to retire by rotation which was duly approved by the shareholders in 39th
Annual General Meeting held on July 25, 2024.
Re-appointment of Dr. Vibha Gagan Sharma (DIN: 02307289) as a Whole
-Time Director of the Company.
Dr. Vibha Gagan Sharma (DIN: 02307289) has been re-appointed as
a Whole -Time Director of the Company for period of 3 years with effect from January 27,
2025, liable to retire by rotation which was duly approved by the shareholders in 39th
Annual General Meeting held on July 25, 2024
Re-appointment of Mrs. Shruti Vishal Rao (DIN: 00731501) as a Whole
-Time Director of the Company.
Mrs. Shruti Vishal Rao (DIN: 00731501) has been re-appointed as
a Whole -Time Director of the Company for period of 3 years with effect from April 01,
2025, liable to retire by rotation which was duly approved by the shareholders in 39th
Annual General Meeting held on July 25, 2024
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 DirectorsrecordedtheiropinionthatalltheIndependent 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 Four (4) times during the financial year 2024-25. 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 attached as an ‘Annexure-VIII'
to this Board's Report.
16. 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 the following Five (5) Committees as on March 31, 2025:
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 complies 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 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 athttp://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 met separately on January 28, 2025, 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.
18. NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178 of the Act and Regulation 19
of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and on the
recommendation of the Nomination and 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 REPORT:
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-VII'
to this Board's Report.
20. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the
annual return for the FY 2023-24 has been placed on the website of the Company at https://
blissgvs.com/investors/shareholder-information/ annual-return/.
The annual return of 2024-25 will be placed post completing Annual
filings.
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 at 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 ("SEBI"). The
Companyhasalsoimplementedseveralbestgovernance practices. We also endeavor to enhance
long-term shareholder value and respect minority rights in all our business decisions. The
report on Corporate Governance 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 ‘Annexure-VIII'.
A certificate from the Secretarial Auditor of the Company confirming
compliance with the conditions of Corporate Governance is attached to the report on
Corporate Governance.
23. CORPORATE SOCIAL RESPONSIBILITY:
The Company's CSR initiatives and activities are aligned to the
requirements of Section 135 of the Act.
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-III' 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 at
https://blissgvs.com/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, 2025,
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 Act 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 2024-2025. The Secretarial Audit
Report in Form No. MR -3 for the financial year ended March 31, 2025, is annexed
herewith as ‘Annexure–VI' to this Board's Report.
The Secretarial Audit Report contains the following observations:
| Observation |
Reply to Observation |
| 1. The Company s u b m i t t e d the disclosure pertaining to
the suspension order of the FDA license for its Tablet Division at the Palghar unit with a
delay of one day. Additionally, the disclosure regarding the cessation of a Senior
Management Personnel, in accordance with the Company's superannuation policy, was
submitted to the stock exchanges with a delay of fifteen days. |
The delay in submitting the disclosure regarding the order
for suspension of the FDA license was due to the fact that the order was issued in a
vernacular language, which resulted in a delay in interpretation and internal
dissemination of the information within the prescribedtimelines.Further, the delay in
submitting the disclosure regarding the cessation of the Senior Management Personnel was
an unintentional oversight. The Company has since taken corrective steps to strengthen its
internal processes and ensure timely compliance with regulatory requirements going
forward. |
| 2 The Company obtained shareholders' approval for the
appointment of Mr. Nandkumar Kashinath Chodankar as a Non-Executive Independent Director
at its 39th AGM instead of prior approval as required under Regulation 17(1A)
of the SEBI (LODR) Regulations, 2015. |
The Company believes that it has complied with all applicable
requirements of the SEBI (LODR) Regulations, 2015. It understands that the variation in
interpretation of Regulation 17(1A) arose due to ambiguity in the provision itself, which
was subsequently clarified by SEBI through the SEBI (LODR) (Third Amendment) Regulations,
2024 dated December 12, 2024. Without prejudice to its rights and contentions, and in
accordance with the decision of the Board of Directors at their meeting held on October
24, 2024, the Company has paid the fine imposed by BSE and NSE. |
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 12, 2025
have re-appointed M/s. BDO India LLP, a Chartered Accountant having LLP
Registration No. AAB-7880 as Internal Auditors of the Company for the Financial Year
2025-2026, 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 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.
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 every quarter.
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 entered into a transaction
with Greenlife Pharmaceuticals Limited which qualifies as material in accordance with the
Policy of the Company on the materiality of related party transactions.
The disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2' is enclosed as ‘Annexure-II'
with this Board's 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, 2025, 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. CONSERVATIONOFENERGY,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-V' 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.
Based on the report of the Internal Audit function, corrective actions
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 Act and Regulation 22 of 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
https://blissgvs.com/policies-and-codes1/.
31. PREVENTION OF SEXUAL HARASSMENT ATTHE 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.
The Company has an Internal Complaints Committee, providing a redressal
mechanism pertaining to sexual harassment of women employees at the workplace, the details
of which are given in the Corporate Governance Report.
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 Act
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-IV'
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 above limits set out in said
rules forms part of this Boards Report in Annexure if any.
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(‘BRSR'):
The SEBI 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 and
shall continue to apply unless its ranking changes and such change results in the listed
entity remaining outside the applicable threshold for a period of three consecutive years.
In compliance with the SEBI 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, 2025, forms part of the Annual Report
and is enclosed as ‘Annexure-IX' 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'RESPONSIBILITYSTATEMENT:
According to the requirements under Section 134(5) read with Section
134(3)(c) of the Companies Act, 2013 concerning the Directors' Responsibility
Statement, it is hereby confirmed that: i. In the preparation of the annual accounts for
the financial year ended March 31, 2025, 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, 2025,
and of the profit of the Company for the financial year from April 1, 2024, to March 31,
2025.
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 that impact the going concern status and the
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 has been continuously taking various 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 continuously.
38. BANK AND FINANCIAL INSTITUTIONS:
TheBoardofDirectorsoftheCompanyisthankfultotheir 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, the 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/- |
| Nandkumar K Chodankar |
Gagan Harsh Sharma |
| Chairman & Independent Director |
Managing Director |
| DIN: 02736718 |
DIN: 07939421 |
| Place: Mumbai |
|
| Date: May 12, 2025 |
|
|