The Board of Directors is pleased to submit its report on the performance of the Company along with the audited standaloneand consolidated financial statements for the year ended March 31, 2025.
Standalone
Consolidated
Particulars
Year ended
March 31, 2025
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 attributableto 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 lastbalance 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
Tax on Dividend
Surplus carried forward
95,686.42
96,660.51
During the financial year ended March 31, 2025, theCompany's total revenue from operations includingother income on a standalone basis was H 70,342.11 Lakhas 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 consolidatedrevenue from operations including other income on aconsolidated basis increased to H 84,621.97 Lakh asagainst H 79.898.23 Lakh in the previous year.
During the financial year ended March 31, 2025,Standalone Profit before Tax and Exceptional itemdecreased to H 9,417.11 Lakh as against H 11,134.38 Lakhin the previous year whereas Consolidated Profit beforeTax and Exceptional item decreased to H 12,563.92 Lakhas against H 14,606.81 Lakh in the previous year.
The Standalone Net Profit for the financial year endedMarch 31, 2025, increased to H 6,896.87 Lakh asagainst H 5,064.49 Lakh in the previous year while theConsolidated Net Profit increased to H 9,025.53 Lakh asagainst H 8,157.79 Lakh in the previous year.
The last financial year was a decent year for theCompany in terms of financial performance. Our
strategic focus for the future is centered on buildingenduring capabilities that will propel us towardlong-term growth, innovation, and resilience. In FY2025, we made meaningful progress across severalfronts that strengthen our foundation and position usfor the next phase of our journey.
The successful commissioning of an additional 2.5 MWsolar capacity in Q4 FY 2025 reflects our commitmentto sustainability and operational efficiency. By furtherreducing our carbon footprint and energy costs, weare building energy resilience and aligning with globalESG expectations.
As we move forward, we remain focused on investingin product innovation, infrastructure, talent, anddigitalization. By building these capabilities today, weare ensuring that Bliss GVS is well-equipped to navigateindustry challenges, capture new opportunities, andcreate lasting value for all stakeholders.
For more information on the Business overview andoutlook and state of the affairs of the Company hasbeen provided in detail in the Management Discussion& Analysis Report.
There was no change in the nature of business of theCompany or any of its subsidiaries during the year.
The paid-up Equity Share Capital of the Companyas on March 31, 2025, is H 10,53,70,272/- (RupeesTen Crores Fifty-Three Lakh Seventy Thousand TwoHundred and Seventy-Two Only). Out of the total paid-up share capital of the Company, 35.29% is held by thePromoter & Promoter Group in fully dematerializedform and the balance of 64.71% is held by personsother than Promoter and Promoter Group, out of whichthe majority is in dematerialized form.
During the year, the Company has issued 6,79,450equity shares under Bliss GVS ESOP 2019.
Further, during the year under review, the Companyhas neither issued shares with differential rights as todividend, voting, or otherwise nor has issued sweatequity under any scheme. Further, none of the Directorsof the Company holds investments convertible intoequity shares of the Company as on March 31, 2025.
The Board of Directors at their meeting held on May12, 2025, has recommended a Final Dividend of H 0.50paisa (i.e 50%) per equity share of H 1/- each for theyear ended March 31, 2025, subject to the approval ofthe shareholders at the ensuing 40th Annual GeneralMeeting ('40th AGM') of the Company. The dividendpayout 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-TaxAct, 1961, by the Finance Act, 2020, the dividend paidor distributed by the Company shall be taxable in thehands of the members. Accordingly, the Company shallmake the payment of the Dividend after the deductionof tax at source to the members.
In terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015, ('SEBIListing Regulations') the Board of Directors of theCompany (the 'Board') formulated and adopted theDividend Distribution Policy (the 'Policy').
The Policy of the Company is available on theCompany's website and can be accessed at https://www.blissgvs.com/policies-and-codes1/.
The Company has not transferred any amount to theReserve for the financial year ended March 31, 2025.
The Company has not accepted any deposits from thepublic/ 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 ofDeposits) Rules, 2014, and accordingly, no amount onaccount of principal or interest on public deposits wasoutstanding as on March 31, 2025.
There are no material changes and commitmentsthat affect the financial position of the Company thathave occurred between the end of the financial yearto which the financial statements relate and the dateof this report, other than those already mentionedin this Report.
As on March 31, 2025, the Company has 2wholly-owned subsidiaries, 1 partly-owned subsidiary,and 3 step-down subsidiaries. The Company does nothave any joint venture/associate company(ies) withinthe meaning of Section 2(6) of the Companies Act, 2013.
Pursuant to the first proviso to Section 129(3) ofthe Act and Rule 5 and Rule 8(1) of the Companies(Accounts) Rules, 2014, the salient features of financialstatements, performance, and financial position ofeach of the subsidiaries are given in "Form AOC-1" as‘Annexure-T to this Report.
In accordance with the third proviso of Section 136(1)of the Companies Act, 2013, the Annual Report ofthe Company, containing therein its standalone andconsolidated financial statements together withrelevant documents has been placed on the websiteof the Company www.blissgvs.com. Further, as perthe fourth proviso of the said section, the auditedannual accounts of each of the subsidiary companieshave been placed on the website of the Company,http://www.blissgvs.com/investors/financials/financial-subsidiaries/.
The Company has a policy for determining materialsubsidiaries and the same is available on theCompany's website at http://www.blissgvs.com/policies-and-codes1/.
Pursuant to the applicable provisions of the CompaniesAct, 2013, read with the IEPF Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 ("the IEPFRules"), all unpaid or unclaimed dividends arerequired to be transferred by the Company to theIEPF established by the Government of India, afterthe completion of seven years. Further, according tothe IEPF Rules, the shares on which dividend has notbeen paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred tothe Demat account of the IEPF Authority.
During the year, the Company has transferred a totalunclaimed and unpaid final dividend of H 19,71,958 forthe F.Y. 2016-17 (Final) to IEPF Authority. Further,81,807 corresponding shares on which dividends wereunclaimed for seven consecutive years were transferredto the IEPF Authority as per the requirements ofthe IEPF Rules.
Year-wise amounts of unpaid/unclaimed dividendsstanding in the unpaid account up to the year, and thecorresponding shares, which are liable to be transferredare provided in the Corporate Governance Reportand are also available on the Company's website atwww.blissgvs.com.
The Company has in force the Employee Stock OptionPlan ("ESOP 2019") to reward the employees fortheir loyalty and contribution to the Company and tomotivate them to keep contributing to the growth andprofitability of the Company. The Company also intendsto use this ESOP, 2019 to attract and retain talent inthe Company and to give its employees co-ownership.During the year, there have been no material changesmade to the scheme. The ESOP scheme of the Companyis in compliance with the Securities and ExchangeBoard of India (Share Based Employee Benefits andSweat Equity) Regulations, 2021.
The applicable disclosure prescribed under the saidRegulations with regard to the ESOP Scheme as ofMarch 31, 2025 is available on the website of theCompany at www.blissgvs.com.
Mrs. Vibha Gagan Sharma (DIN: 02307289),Whole-Time Director of the Company, is liable toretire by rotation at the ensuing 40th AGM pursuantto the provisions of Section 152 of the Act read withthe Companies (Appointment and Qualification ofDirectors) Rules, 2014 and the Articles of Associationof the Company and being eligible offers herselffor re-appointment, on the recommendation of theNomination & Remuneration Committee and Board ofDirectors of the Company.
Particulars in pursuance of Regulation 36 of the SEBIListing Regulations read with Secretarial Standard -2 on General Meetings relating to Mrs. Vibha GaganSharma is given in the Notice of 40th AGM.
During the year, following are the changes in Directorsand Key Managerial Personnel of the Company.
Completion of Tenure of Mr. SubramanianRamaswamy 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 Chairmanof the Company w.e.f. close of business hours onAugust 27, 2024.
Appointment of Mr. Nandkumar Kashinath Chodankar(DIN: 02736718) as a Non-Executive IndependentDirector of the Company.
Mr. Nandkumar Kashinath Chodankar (DIN: 02736718)has been appointed as a Non-Executive IndependentDirector of the Company for the first term of five (5)consecutive years w.e.f. June 22, 2024, not liable to retireby rotation which was duly approved by the shareholdersin 39th Annual General Meeting held on July 25, 2024.
Re-appointment of Ms. Shilpa Bhatia (DIN:08695595) as a Non-Executive Independent Directorof the Company.
Ms. Shilpa Bhatia (DIN: 08695595) has been appointedas a Non-Executive Independent Director of theCompany for the Second term of five (5) consecutiveyears w.e.f. February 11, 2025, not liable to retire byrotation which was duly approved by the shareholdersin 39th Annual General Meeting held on July 25, 2024.
Re-appointment of Mr. Gagan Harsh Sharma (DIN:07939421) as a Managing Director of the Company.
Mr. Gagan Harsh Sharma (DIN: 07939421) has beenre-appointed as a Managing Director of the Companyfor period of 3 years with effect from May 11, 2024, notliable to retire by rotation which was duly approved bythe shareholders in 39th Annual General Meeting heldon 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 beenre-appointed as a Whole -Time Director of the Companyfor period of 3 years with effect from January 27, 2025,liable to retire by rotation which was duly approved bythe shareholders in 39th Annual General Meeting heldon 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 beenre-appointed as a Whole -Time Director of the Companyfor period of 3 years with effect from April 01, 2025,liable to retire by rotation which was duly approved bythe shareholders in 39th Annual General Meeting heldon July 25, 2024
The Company has received the necessary declarationfrom each Independent Director under Section 149 (7)of the Companies Act, 2013 that they meet the criteriaof independence laid down in Section 149 (6) of theCompanies Act, 2013 along with a declaration receivedpursuant to sub-rule (3) of Rule 6 of the Companies(Appointment and Qualification of Directors) Rules,2014. They have also furnished the declaration pursuantto Regulation 25(8) of the SEBI Listing Regulationsaffirming compliance to the criteria of Independenceas provided under Regulation 16(1)(b) of the SEBIListing Regulations.
Based on the declarations and confirmations of theIndependent Directors and after undertaking the dueassessment of the veracity of the same, the Board ofDirectors recorded their opinion that all the IndependentDirectors are independent of the Management andhave fulfilled all the conditions as specified under thegoverning provisions of the Companies Act, 2013 andthe SEBI Listing Regulations.
Further, the Independent Directors have alsoconfirmed that they have complied with the Company'scode of conduct.
The Board met Four (4) times during the financial year2024-25. The maximum gap between any two BoardMeetings did not exceed one hundred and twenty days.The details of the meetings and attendance of directorsare furnished in the Corporate Governance Reportwhich forms part of the Annual Report and is attachedas an ‘Annexure-VIII‘ to this Board's Report.
In accordance with the applicable provisions of theCompanies Act, 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, theBoard had the following Five (5) Committees as onMarch 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 termsof reference of various Board Committees, numberof committee meetings held, and attendance ofthe directors at each meeting is provided in theCorporate Governance Report, which forms part ofthis Annual Report.
Pursuant to applicable provisions of the CompaniesAct, 2013 and the SEBI Listing Regulations, the Board,in consultation with its Nomination & RemunerationCommittee, has formulated a framework containing,inter-alia, the process, format, attributes, and criteriafor performance evaluation of the entire Board of theCompany, its committees and individual directors,including Independent Directors. The evaluation processinter-alia considers attendance of Directors at Boardand Committee meetings, acquaintance with business,communicating inter-se board members, effectiveparticipation, domain knowledge, compliance with codeof conduct, vision and strategy, etc., which complieswith applicable laws, regulations, and guidelines. Theperformance of each Committee was evaluated by theBoard, based on the report of evaluation received fromrespective Board Committees.
The criteria for performance evaluation are broadlybased on the Guidance Note issued by SEBI on BoardEvaluation which included aspects such as the structureand composition of Committees, the effectiveness ofCommittee Meetings, etc. Board evaluation processes,including in relation to the Chairman, individualdirectors, and committees, constitute a powerfuland valuable feedback mechanism to improve Boardeffectiveness, maximize strengths, and highlight areasfor further development.
The criteria for Evaluation of Performance has beendisclosed in the policy for Evaluation of the Board ofDirectors which is hosted on the Company's websiteathttp://www.blissgvs.com/policies-and-codes1/.The performance evaluation is conducted in thefollowing manner:
• Performance evaluation of the Board, Chairman,Managing Director, Non-Executive Director,and Executive Director is conducted by theIndependent Directors;
• Performance evaluation of the Committee isconducted by the Board of Directors;
• The performance evaluation of IndependentDirectors is conducted by the entire Boardof Directors.
The Independent Directors met separately on January28, 2025, without the presence of Non-IndependentDirectors and the Members of Management anddiscussed, inter-alia, the performance of Non¬Independent Directors and Board as a whole and theperformance of the Chairman of the Company aftertaking into consideration the views of Executive andNon-Executive Directors. The Directors expressed theirsatisfaction with the evaluation process.
The Board of Directors of the Company is of the opinionthat all the Independent Directors of the Companypossess the highest standard of integrity, relevantexpertise, and experience required to best serve theinterest of the Company.
Pursuant to the provisions of Section 178 of the Act andRegulation 19 of SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015, and on therecommendation of the Nomination and RemunerationCommittee, the Board has adopted the Nomination &Remuneration Policy for selection and appointmentof Directors, Senior Management including KeyManagerial Personnel (KMP) and their remuneration.The details of the Remuneration Policy are stated inthe Corporate Governance Report. The details of thispolicy have been placed on the website of the Companyat http://www.blissgvs.com/policies-and-codes1/.
Pursuant to Regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Management Discussion and Analysis Report('MDAR') forms part of the Annual Report and is annexedherewith as ‘Annexure-VIT to this Board's Report.
Pursuant to Section 92(3) of the Companies Act, 2013,a copy of the annual return for the FY 2023-24 hasbeen placed on the website of the Company at https://blissqvs.com/investors/shareholder-information/annual-return/.
The annual return of 2024-25 will be placed postcompleting Annual filings.
In compliance with the requirements of Regulation25(7) of the SEBI Listing Regulations, the Companyhas put in place a Familiarization Program for theIndependent Directors to familiarize them with theCompany, their roles, rights, responsibilities in theCompany, nature of the industry in which the Companyoperates, business model, etc. The details of the trainingand familiarization program have been provided underthe Corporate Governance Report. Further, at the timeof the appointment of an independent director, theCompany issues a formal letter of appointment outlininghis/her role, function, duties, and responsibilities.Details of the Familiarization Program conducted areavailable on the Company's website at http://www.blissgvs.com/policies-and-codes1/.
The Company is committed to maintaining the higheststandards of Corporate Governance and adheres to theCorporate Governance requirements set out by theSecurities and Exchange Board of India ("SEBI"). TheCompany has also implemented several best governancepractices. We also endeavor to enhance long-termshareholder value and respect minority rights in all ourbusiness decisions. The report on Corporate Governanceas per Regulation 34 (3) read with Para C of ScheduleV of the Listing Regulations forms part of the AnnualReport and is annexed herewith as 'Annexure-VIII.A certificate from the Secretarial Auditor of theCompany confirming compliance with the conditionsof Corporate Governance is attached to the report onCorporate Governance.
The Company's CSR initiatives and activities are alignedto the requirements of Section 135 of the Act.
The brief outline of the Corporate Social Responsibility(CSR) policy of the Company and the initiativesundertaken by the Company on CSR activities during theyear are set out in 'Annexure-III' of this Board's reportin the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules, 2014. The CSRpolicy is available on the website of the company athttps://blissgvs.com/policies-and-codes1/.
M/s. Kalyaniwalla & Mistry LLP, CharteredAccountants, (Firm's Regn. No. 104607W/W100166), werere-appointed as the Statutory Auditors of the Companyfor a second term for a period of five consecutive yearsfrom the conclusion of the 37th Annual General Meetingtill the conclusion of the 42nd Annual General Meetingto be held in the financial year 2027-28.
The requirement for the annual ratification of auditors'appointment at the AGM has been omitted pursuantto the Companies (Amendment) Act, 2017, notifiedon May 7, 2018.
The auditors have confirmed their eligibility limitsas prescribed in the Companies Act, 2013, and thatthey are not disqualified from continuing as Auditorsof the Company.
The Auditors' Report for the financial year ended March31, 2025, on the financial statements of the Companyforms a part of this Annual Report. There is noqualification, reservation, adverse remark, disclaimer,or modified opinion in the Auditors' Report, which callsfor any further comments or explanations.
Pursuant to the provisions of Section 204 of the Actread with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, M/s. AVS & Associates, Practicing CompanySecretaries were appointed to conduct the SecretarialAudit of the Company for the financial year 2024¬2025. The Secretarial Audit Report in Form No. MR -3for the financial year ended March 31, 2025, is annexedherewith as 'Annexure-VI‘ to this Board's Report.
No
Observation
Reply to Observation
1.
The Company
The delay in submitting
submitted
the disclosure regarding
the disclosure
the order for suspension of
pertaining to the
the FDA license was due
suspension order of
to the fact that the order
the FDA license for
was issued in a vernacular
its Tablet Division at
language, which resulted
the Palghar unit with
in a delay in interpretation
a delay of one day.
and internal dissemination
Additionally, the
of the information within the
disclosure regarding
prescribed timelines. Further,
the cessation of a
the delay in submitting
Senior Management
Personnel, in
the cessation of the Senior
accordance with
Management Personnel was
the Company's
an unintentional oversight.
superannuation
The Company has since
policy, was
taken corrective steps to
submitted to the
strengthen its internal
stock exchanges
processes and ensure timely
with a delay of
compliance with regulatory
fifteen days.
requirements going forward.
2
The Company believes that
obtained
it has complied with all
shareholders'
applicable requirements of
approval for the
the SEBI (LODR) Regulations,
appointment of
2015. It understands that the
Mr. Nandkumar
variation in interpretation of
Kashinath
Regulation 17(1A) arose due
Chodankar as a
to ambiguity in the provision
Non-Executive
itself, which was subsequently
Independent
clarified by SEBI through
Director at its
the SEBI (LODR) (Third
39th AGM instead
Amendment) Regulations,
of prior approval
2024 dated December 12,
as required
2024. Without prejudice to its
under Regulation
rights and contentions, and in
17(1A) of the
accordance with the decision
SEBI (LODR)
of the Board of Directors at
Regulations, 2015.
their meeting held on October24, 2024, the Company haspaid the fine imposed by BSEand NSE.
Pursuant to the provisions of Section 138 of theCompanies Act, 2013 and rules made there under(including any amendment(s), modification(s),or re-enactment(s) thereof for the time being inforce), the Board of Directors of the Company, onthe recommendation of Audit Committee, at theirmeeting held on May 12, 2025 have re-appointedM/s. BDO India LLP, a Chartered Accountant havingLLP Registration No. AAB-7880 as Internal Auditorsof the Company for the Financial Year 2025-2026, toconduct Internal Audit of the Company.
The Company is required to maintain Cost Records asspecified by the Central Government under Section148(1) of the Companies Act, 2013 read with Rule 3 ofthe Companies (Cost Records and Audit) Rules, 2014,and accordingly, such accounts and records are madeand maintained by the Company.
In accordance with Rule 4 of the Companies (CostRecords and Audit) Rules, 2014, the requirementfor cost audit shall not apply to the Company as itsrevenue from exports, in foreign exchange, exceedsseventy-five percent of its total revenue.
In line with the requirements of the Companies Act,2013 and SEBI Listing Regulations, your Companyhas formulated a Policy on Related Party Transactionswhich is also available on the Company's website athttp://www.blissgvs.com/policies-and-codes1/.
All related party transactions are placed before theAudit Committee for its review and approval. Prior/omnibus approval of the Audit Committee is obtained onan annual basis for a financial year, for the transactionswhich are foreseen and repetitive in nature.
The statement giving details of all related partytransactions entered into pursuant to the omnibusapproval together with relevant information are placedbefore the Audit Committee for review and updatedevery quarter.
All Related Party Transactions entered during theyear were in Ordinary Course of the Business and atArm's Length basis.
During the year under review, the Company enteredinto a transaction with Greenlife PharmaceuticalsLimited which qualifies as material in accordance withthe Policy of the Company on the materiality of relatedparty transactions.
The disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Companies Act, 2013 in'Form AOC-2' is enclosed as ‘Annexure-II‘ with thisBoard's report.
26. LOANS AND INVESTMENTS:
Loans, Guarantees, and Investments made under theprovisions of Section 186 of the Companies Act, 2013 readwith the Companies (Meetings of Board and its Powers)Rules, 2014, as on March 31, 2025, are set out in Notes tothe Standalone Financial Statements of the Company.
27. RISK MANAGEMENT:
As per provisions of the Companies Act, 2013 and aspart of good Corporate Governance, the Company haslaid down the procedures to inform the Board about therisk assessment and minimization procedures and theBoard shall be responsible for framing, implementing,and monitoring the risk management plans for theCompany. The main objective is to ensure sustainablebusiness growth with stability and to promote aproactive approach in reporting, evaluating, andresolving risks associated with the business.
The Audit Committee of the Company has periodicallyreviewed the various risks associated with thebusiness of the Company. Such review includes riskidentification, evaluation, and mitigation of the risk.
The Company has constituted its Risk ManagementCommittee and also adopted its policies. Details ofthe same are mentioned in the Corporate GovernanceReport which is a part of this Annual Report.
28. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information on conservation of energy, technologyabsorption, and foreign exchange earnings and outgoas stipulated under Sub-section (3)(m) of Section 134of the Companies Act, 2013, read with the rule 8 of theCompanies (Accounts) Rules, 2014, are enclosed as'Annexure-V‘ to this Board's report.
29. INTERNAL FINANCIAL CONTROLS ANDTHEIR ADEQUACY:
The Company has in place an Internal Financial ControlSystem, commensurate with the size, scale, andcomplexity of its operations to ensure proper recordingof financial and operational information & compliancewith various internal controls, statutory compliances,and other regulatory compliances. During the year underreview, no material or serious observation has beenreceived from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
The finance department monitors and evaluates theefficacy and adequacy of the internal control system inthe Company, its compliance with operating systems,accounting procedures, and policies at all locationsof the Company.
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants,Statutory Auditors of the Company have monitored andevaluated the efficacy of the Internal Financial ControlSystem in the Company, it is in compliance with theoperating system, accounting procedures & policies atall 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 auditobservations, if any, and recommendations along withcorrective action suggested thereon are presentedto the Audit Committee of the Board. The Companyis periodically following all the applicable IndianAccounting Standards for properly maintaining thebooks of account and reporting Financial Statements.
30. WHISTLE BLOWER POLICY/VIGILMECHANISM:
The Company has a Whistle Blower Policy and hasestablished the necessary vigil mechanism for directorsand employees in confirmation with Section 177(9) ofthe Act and Regulation 22 of SEBI Listing Regulations, toreport concerns about unethical behavior. The Companyhereby affirms that no Director/Employee has beendenied access to the Chairman and Audit Committeeand that no complaints were received during the year.This Policy is available on the website of the Companyat https://blissgvs.com/policies-and-codes1/.
31. PREVENTION OF SEXUAL HARASSMENT ATTHE WORKPLACE:
The Company strongly believes in providing a safeand harassment-free workplace for each and everyindividual working for the Company through variousinterventions and practices. It is the continuousendeavor of the Management of the Company to createand provide an environment to all its employees thatis free from discrimination and harassment includingsexual harassment. The Company has adopted a policyon prevention, prohibition, and redressal of sexualharassment at the workplace in line with the provisionsof the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 andthe Rules made thereunder. The Company has arrangedvarious interactive awareness workshops in this regardfor the employees at the manufacturing sites, R & Dsetups & corporate office during the year under review.
The Company has an Internal Complaints Committee,providing a redressal mechanism pertaining to sexualharassment of women employees at the workplace,the details of which are given in the CorporateGovernance Report.
We are committed to hiring and retaining the besttalent and being among the industry's leadingemployers. We focus on promoting a collaborative,transparent, and participative organizational culture,and rewarding merit and sustained high performance.Our human resource management focuses on allowingour employees to develop their skills, grow in theircareers, and navigate their next.
In terms of compliance with provisions of Section197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 the particulars of remunerationto the Directors and employees of the Company andthe details of the ratio of remuneration of each directorto the median employee's remuneration are annexedherewith 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 ManagerialPersonnel) Rules, 2014, the employee(s) drawingremuneration above limits set out in said rules formspart of this Boards Report in Annexure if any.
The SEBI Listing Regulations mandate the inclusionof the BRSR as part of the Annual Report for the top1,000 listed entities based on market capitalizationand shall continue to apply unless its ranking changesand such change results in the listed entity remainingoutside the applicable threshold for a period of threeconsecutive years.
In compliance with the SEBI Listing Regulations, wehave integrated BRSR disclosures into our AnnualReport. The Business Responsibility and SustainabilityReport of the Company for the year ended March 31,2025, forms part of the Annual Report and is enclosedas ‘Annexure-IX‘ and is also made available on thewebsite of the Company at www.blissgvs.com.
All the fixed assets, finished goods, semi-finishedgoods, raw materials, packing materials, and goodsof the company lying at different locations have beeninsured against fire and allied risks.
According to the requirements under Section 134(5)read with Section 134(3)(c) of the Companies Act, 2013concerning the Directors' Responsibility Statement, itis hereby confirmed that:
i. In the preparation of the annual accounts forthe financial year ended March 31, 2025, theapplicable accounting standards read withrequirements set out under Schedule III to theAct, have been followed and there are no materialdepartures from the same;
ii. the Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that are reasonable andprudent so as to give a true and fair view of the stateof affairs of the Company as at March 31, 2025,and of the profit of the Company for the financialyear from April 1, 2024, to March 31, 2025.
iii. the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
iv. the Directors have prepared the annual accountson a ’going concern' basis;
v. the Directors have laid down internal financialcontrols to be followed by the Company and thatsuch internal financial controls are adequate andare operating effectively; and.
vi. the Directors have devised proper systemsto ensure compliance with the provisions ofall applicable laws and that such systems areadequate and operating effectively.
i. SECRETARIAL STANDARDS
The Institute of Company Secretaries of India, aStatutory Body, has issued Secretarial Standardson various aspects of corporate law and practices.The Company has complied with the applicableSecretarial Standards, i.e. SS-1 and SS-2, relatingto ’Meetings of the Board of Directors and ’GeneralMeetings, respectively.
ii. SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE COURTS / REGULATORS /TRIBUNALS
During the year, there are no significant andmaterial orders passed by the regulators or courtsor tribunals that impact the going concern statusand the Company's operations in the future.
iii. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither theStatutory Auditors nor the Secretarial Auditorhas reported to the Board or Audit Committee, asrequired under Section 134(3)(ca) and 143(12) of
the Companies Act, 2013, any instances of fraudscommitted against the Company by its officers oremployees, the details of which would need to bementioned in this Report.
The Company is committed to ensuring a sound Safety,Health, and Environment (SHE) performance related toits activities, products, and services. The Company hasbeen continuously taking various steps to develop andadopt Safer Process technologies and unit operations.The Company has been investing heavily in areas such asProcess Automation for increased safety and reductionof human error element, Enhanced level of trainingon Process and Behavior-based safety, adoption ofsafe & environmentally friendly production processes,Installation of Bioreactors, Chemical ROs, Multipleeffect evaporator, and Incinerator, etc. to reduce thedischarge 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 SHEManagement System are done continuously.
The Board of Directors of the Company is thankful to theirbankers for their continued support of the Company.
The Directors of the Company wish to acknowledgewith gratitude and place on record their appreciation toall 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 tothank their employees for their dedicated services.
The Directors also wish to express their gratitude toinvestors for the faith that they continue to reposein the Company.
For and on behalf of the Board of DirectorsBliss GVS Pharma Limited
Sd/- Sd/-
Nandkumar K Chodankar Gagan Harsh Sharma
Chairman & Independent Director Managing Director
DIN:02736718 DIN:07939421
Place: MumbaiDate: May 12, 2025