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Corporate Information
  •         DIRECTOR'S REPORT
Bliss GVS Pharma Ltd
Industry : Pharmaceuticals - Indian - Formulations
BSE Code:506197NSE Symbol:BLISSGVSP/E(TTM):20.85
ISIN Demat:INE416D01022Div & Yield %:0.72EPS(TTM):6.66
Book Value (Rupee ):62.3864403Market Cap (Rupee Cr.):1431.54Face Value(Rupee):1
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Dear Members,

Your Directors are pleased to present their 34th Annual Report of the Company on the business and operations of the Company along with the Audited Financial Statement both Standalone and Consolidated for the financial year ended March 31, 2019.

1. Financial Results:

(Rs in Lakhs)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Total Income 46,240.31 30,928.88 93,587.75 84,167.50
Total Expenditure 34,238.98 22,245.16 75,396.44 66,218.44
Profit Before Tax 12,001.33 8683.72 18,191.31 17,949.06
Tax 4,557.94 2,982.26 5,525.04 5,662.68
Net Profit/(Loss) After Tax 7443.39 5,701.46 12,666.27 8,866.49

2. Company Performance:

Standalone

During the financial year 2018-19, total income of the Company on standalone basis increased to Rs 46,240.31 Lakhs as against Rs 30,928.88 Lakhs in the previous year a growth of 49.51%. PBT of Rs 12,001.33 Lakhs as against Rs 8683.72 Lakhs in the previous year, PAT of Rs 74 43.39 Lakhs as against Rs 5,701.46 Lakhs in the previous year.

Consolidated

During the financial year 2018-19, total income of the Company on consolidated basis increased to Rs 93,58775 Lakhs as against Rs 84,167.50- Lakhs in the previous year a growth of 20%. PBT of Rs 18,191.31 Lakhs as against Rs 17,949.06 Lakhs in the previous year, PAT of Rs 12,666.27 Lakhs as against Rs 8,866.49 Lakhs in the previous year.

3. Consolidated Financial Statements:

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013 read with the rules made thereunder, the Consolidated Financial Statements of the Company for the financial year 2018-19 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

4. Deposits:

During the financial year 2018-19, the Company did not accept any deposit within the meaning of sections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

5. Transfer to Reserves:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2019.

6. Dividend:

Your Directors have recommended a final dividend of Rs 1.00/- (i.e. 100%) per equity share of Rs 1/- each full paid-up for the financial year ended March 31, 2019. The total final dividend payout will amount to Rs 10,31,46,672/- excluding tax on dividend. The payment of final dividend is subject to the approval of shareholders in the Company's ensuing 34th Annual General Meeting (AGM'). The dividend will be paid in compliance with all applicable Listing regulations.

7. 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 financial year.

8. Material changes and commitment, if any, affecting the financial position of the Company:

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

9. Subsidiaries/ Joint Ventures & Associate Companies:

In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, and Listing Regulations the Company has prepared a consolidated financial statements of the Company and all its subsidiaries companies, which is forming part of the Annual Report.

In accordance with 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 at www.blissgvs.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company.

The details of the Subsidiaries Companies are given in 'Form AOC-1' as 'Annexure - I' in this Directors' Report.

10. Directors and Key Managerial Personnel:

During the financial year 2018-19, the following are the changes in Directors and Key Managerial Personnel of the Company

DIRECTORS:

Re-appointment of Mr. S. R. Vaidya as an Independent Director of the Company:

Re-appointment and continuation of Directorship of Mr. S. R. Vaidya (DIN 03600249) as an Independent Director of the Company by way of Special Resolution through Postal Ballot.

KEY MANAGERIAL PERSONNEL:

Resignation of Mrs. Sushama Yadav as a Company Secretary and Compliance Officer:

Mrs. Sushama Yadav has resigned from the post of Company Secretary and Compliance Officer of the Company with effect from August 09, 2018.

Appointment of Ms. Aditi Bhatt as a Company Secretary and Compliance Officer:

Ms. Aditi Bhatt was appointed as Company Secretary and Compliance Officer of the Company by the Board of Directors in their meeting held on August 09, 2018.

11. Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

12. Board Meetings held during the year:

During the financial year, Five (5) meetings of the Board of Directors were held. The maximum gap between two Board meetings did not exceed 120 (One Hundred and Twenty) days. The details of the meetings and attendance of directors are furnished in the Report on Corporate Governance forming part of the Annual Report attached as 'Annexure - VIII' to this Directors' Report.

13. Committees of the Board:

The Board currently has Four (4) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 namely

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

A detailed update on the Board, its Committees, its composition, detailed charter including terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance, which forms part of this report.

14. Performance evaluation of the Board, its Committees and Individual Directors:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.

The parameters for the performance evaluation of the Board, inter alia, includes composition of board, frequency of holding of board meetings, advice and suggestions to the Company's management, evaluation of strategic plan/policies of the Company etc.

The parameters for the performance evaluation of the NonIndependent Directors includes attendance, expertise, contribution of positive inputs into development of strategy, participation in meetings, comment on draft minutes etc.

The parameters for the performance evaluation of the Independent Directors includes attendance, listing of views of others, active participation in the meetings, knowledge of latest developments in applicable laws to the Company, financial reporting, comment on draft minutes etc.

The parameters for the performance evaluation of the statutory committees includes composition of committees, terms of reference, recommendations to the board, etc.

The details of the evaluation process are set out in the Policy on Evaluation of Board of Directors of the Company and the same is available on website of the Company at www.blissgvs.com/ investors/policies-and-codes.

15. Management Discussion and Analysis:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations") the Management Discussion and Analysis Report forms part of the Directors' Report is annexed herewith as 'Annexure VII'.

16. Corporate Governance:

A Report on Corporate Governance as required by Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Directors' Report is annexed herewith as 'Annexure - VIII' and also form part of this Annual Report.

17. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Board of Directors of your Company confirm that,

i. in the preparation of the annual accounts for the financial year ended March 31, 2019, 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, 2019 and of the profit/loss of the Company for the year April 01, 2018 to March 31, 2019.

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.

18. Audit Reports and Auditors:

Statutory Auditor:

At the 32nd Annual General Meeting held on September 26, 2017, M/s. Kalyaniwalla & Mistry LLP (Chartered Accountants) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022. 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, 2019 on the financial statements of the Company is a part of the Annual Report. The Auditors' Report for the financial year ended March 31, 2019 does not contain any qualifications, reservations or adverse remark.

Secretarial Auditor:

M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for the financial year 2018-19 is annexed herewith as 'Annexure - VI' to this Directors' Report.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2019-20.

Internal Auditor:

M/s. Narendra Dighe & Co., Chartered Accountants was appointed to conduct the Internal audit of the Company for the financial year 2018-19, as required under Section 138 of the Companies Act, 2013 and rules made thereunder. M/s. Narendra Dighe & Co., Chartered Accountants resigned as the Internal Auditors of the Company with effect from the November 03, 2018.

Subsequently, the Board has appointed BDO India LLP, Chartered Accountants as Internal Auditors of the Company for the financial year 2019-20.

19. Extract of Annual Return:

The details forming part of the Extract of the Annual Return as on March 31, 2019 in 'Form MGT-9' in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the 'Annexure - V' to this Directors' Report.

20. Related Party Transactions:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Company's website at www.blissgvs.com/investors/ policies-and-codes.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in 'Form AOC-2' is annexed herewith as 'Annexure - II' to this Directors' Report.

The details of such related party transactions are available in the Notes to the Standalone Financial Statements section of the Annual Report.

21. Loans and Investments:

Details of 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, 2019, are set out in Note to the Standalone Financial Statements of the Company.

22. RISK MANAGEMENT POLICY:

The Company has developed Risk Management Policy mainly covering the following areas of concerns:

• On the international currencies front, volatility of exchange rate is a matter of concern for a Company because major sales are in the form of exports worldwide besides corresponding imports in foreign currency for key raw materials. However, the risk associated with currency fluctuation has been mitigated by effective forex management policy,

• Lack of clarity on future Government policies abroad continues to be an area of major concern for the industry. The exact impact of this cannot be assessed until the proposed changes are actually introduced and implemented,

• In line with the overall growth objective and strengthening of infrastructure base, the Company had invested in Information Technology (IT) viz. SAP Enterprising Resource Planning system for leveraging its business values.

23. Internal Financial Controls and their Adequacy:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports placed before the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

24. Investor Education and Protection Fund ('IEPF'):

In terms of Section 124(6) of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred unclaimed dividends and the equity shares in respect of which dividends have remained unclaimed for a period of 7 (Seven) consecutive years or more to the IEPF Account established by the Central Government. Details of shares transferred have been uploaded on the website of the Company at www.blissgvs.com.

25. Corporate Social Responsibility:

Bliss GVS being a pharmaceutical company is committed to improve the health of the general public at large and the Company is well known for its Quality and Reliability for over three decades. The present CSR initiatives focuses on recognized activities mentioned in Schedule VII of the Companies Act, 2013 in areas of Eradicating hunger, poverty and malnutrition, Education & Skill Development, Health care including preventive health care and various Women Empowerment activities. The CSR policy is available on the website of the Company at www.blissgvs.com/ investors/policies-and-codes and the Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is annexed herewith as 'Annexure - III' to this Directors' Report. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act 2013.

26. Whistle Blower Policy/ Vigil Mechanism:

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Whistle Blower Policy/Vigil MechanismPolicy is available on the website of the Company at www.blissgvs.com/investors/ policies-and-codes.

27. Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discriminationon the basis of gender. The Company has framed apolicy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the financial year, there were no complaints filed against any of the employees of the Company under this Act.

28. Human Resources Management:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the Company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

As per 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, is annexed herewith as 'Annexure- IV' to this Directors' Report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 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 Directors' Report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours from 11 a.m. to 2 p.m. on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

29. Insurance of Assets:

All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods of the company lying at different locations have been insured against fire and allied risks.

30. General:

i. The Company has complied with Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued by the Institute of Company Secretaries of India,

ii. During the financial year, there are no significant material orders passed by the Regulators or Courts or Tribunals

impacting the going concern status of the Company and its operations in future,

iii. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in this Directors' Report;

iv. During the financial year, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

v. During the financial year, the Company has not issued any ESOP scheme for its employees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights. 31. Environmental, Safety and Health:

Your Company is committed to ensure a sound Safety, Health and Environment (SHE) performance related to its activities, products and services. Your Company had been continuously taking various steps to develop and adopt Safer Process technologies and unit operations. Your 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 & environmental friendly production process, 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.

32. Bank and Financial Institutions:

The Board of Directors of the Company are thankful to their bankers for their continued support to the Company.

33. Acknowledgements:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the financial year under review. Your Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board of Directors

Sd/- Sd/-
Mayank Mehta S. N. Kamath
Chairman Managing Director
Place Mumbai
Date May 18, 2019

ANNEXURE-I TO DIRECTOR'S REPORT

FORM-AOC-1

Statement containing salient features of the Financial Statements of the Subsidiary Companies.

[Pursuant to first proviso to section 129(3) of Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014]

Sr. No. Name of Subsidiary Company Reporting Currency Rate Capital Reserve Total Assets Total Liabilities Investment other than Investment in subsidiary Turnover Profit/ (Loss) before Taxation Provision for Taxation Profit/ (Loss) After Taxation Proposed Dividend % of Shareholding
1 Bliss GVS International Pte. Limited (Consolidated) USD 69.50 22.58 (2,757.08) 6,045.21 8,779.71 5,159.86 640.01 118.81 521.20 100.00
2 Bliss GVS Clinic Healthcare Pte. Limited USD 69.50 4.12 6,335.73 10,575.94 4,236.09 37,426.01 5,684.35 792.94 4,891.41 100.00
3 Krernoint Pharma Private Limited (Consolidated) INR 1.00 6.00 3,361.05 7,028.06 3,661.01 1.01 5,691.46 421.75 55.34 366.41 18.00 70.00
4 Asterisk Lifesciences Limited, UK (Consolidated) GBP 90.27 0.10 (281.92) 1,142.12 1,423.94 17.13 (175.57) (175.57) 100.00

Notes

1) Bliss International Pte. Limited (Consolidated) figures includes its subsidiaries Greenlife Bliss Healthcare Ltd in which Bliss CVS International Pte. Limited holds 51%.

2) Krernoint Pharma Private Limited (Consolidated) figures includes its subsidiaries El PI I Exports Pvt. Limited and Eco Rich Cosmetic India Private. Limited in which Krernoint Pharma Private Limited holds 70% and 60% respectively. The dividend proposed lay the Board of Directors of Krernoint Pharma Private Limited is ?300 per share (300%) and is subject to the approval of the shareholders in the ensuing Annual General Meeting

3) Asterisk Lifesciences Limited (Consolidated) figures includes its subsidiaries Asterisk Lifesciences (GH) Ltd in which Astersik Lifesciences Limited holds 100%.

4) Reporting period of above subsidiary Companies is same as that of Holding Company i.e. ApriPMarch

Lor and on behalf of the Board of Directors
Sd/-
Place Mumbai S. N. Kamath
Date May 18, 2019 Managing Director

ANNEXURE-II TO DIRECTOR'S REPORT

FORM-AOC-2

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

i) Details of contracts or arrangements or transactions not at arm's length basis:

There are no contracts or arrangements or transactions entered into during the year ended March 31, 2019, which were not at arm's length basis.

ii) Details of material contracts or arrangements or transactions at arm's length basis:

The details of material contracts or arrangements or transactions at arm's length basis for the year ended March 31, 2019 are as follows

Sr. No. Name of the Related Party and Nature of Transactions Duration Salient Terms Rs in Lakhs
Relationship
1 Bliss GVS international Pte. Limited Sale of Goods interest income Ongoing On arm's length basis and in ordinary course of business 539.92
19.97
2 Kremoint Pharma Private Limited Labour Charges Ongoing On arm's length basis and in ordinary course of business 2.37
Dividend Received Sale of Goods interest income 12.60
15.95
5.40
3 Bliss GVS Clinics Healthcare Pte. Limited Loan given received back interest Received interest income Ongoing On arm's length basis and in ordinary course of business 5,526.13
293.71
5.60
4 Asterisk Lifesciences Limited, UK interest income Ongoing On arm's length basis and in ordinary course of business 0.09
5 Mr. Gautam R. Ashra Rent Sitting Fees Ongoing On arm's length basis and in ordinary course of business 44.12
1.50
6 Mrs. Mamta Gautam Ashra Rent Ongoing On arm's length basis and in ordinary course of business 63.73
7 Mrs. Shruti V. Rao Loan taken Repaid interest Expenses Ongoing On arm's length basis and in ordinary course of business 582.00
30.24
8 Mr. S. N. Kamath Rent Ongoing On arm's length basis and in ordinary course of business 107.85
9 Kanji Forex Private Limited Expenses- Purchase of foreign currency Ongoing On arm's length basis and in ordinary course of business 83.41
10 Lozen Pharma Private Limited Purchase of Goods Ongoing On arm's length basis and in ordinary course of business 66.68
11 Asterisk Lifesciences GH Limited Sale of goods Ongoing On arm's length basis and in ordinary course of business 570.31
12 Plastic ingenuities Private Limited Purchase of Goods Ongoing On arm's length basis and in ordinary course of business 182.37

 

For and on behalf of the Board of Directors
Sd/-
S. N. Kamath
Place Mumbai Managing Director
Date May 18, 2019

Report on Corporate Social Responsibility for the Financial Year 2018-2019

[Pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. A brief outline of the Company's CSR policy, including overview of the projects or programs proposed to be undertaken:

Bliss GVS Pharma Limited being a pharmaceutical Company is committed to improve the health of the general public at large and the Company is well known for its quality and reliability for over three decades.

2. Composition of the CSR Committee:

Sr. No. Name of Members Category Designation
1 Mr. S. R. Vaidya Independent Director Chairman
2 Mr. S. N. Kamath Executive and Managing Director Member
3 Mrs. Shruti V. Rao Executive and Wholetime Director Member

3. Average net profit of the Company for the last three financial years:

Average Net Profit - Rs 9,414.65 Lakhs

4. Prescribed CSR expenditure (two percent of the amount as in item 3 above):

The Company is required to spend Rs 188.29 Lakhs towards CSR activities in the financial year 2018-2019.

5. Details of amount spent on CSR activities for the financial year:

a. Total amount to be spent for the financial year Rs 188.29 Lakhs

b. Total amount spent during the financial year Rs 200.00 Lakhs

c. Amount unspent, if any Not Applicable

d. Manner in which the amount was spent during the financial year is detailed below

Sr.

No.

CSR project or activity Sector in which the Project is covered Projects or programs

(1) Local area or other

(2) Specify the State and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

(Rs in Lakhs)

Amount spent on the projects or programs

(Rs in Lakhs)

Cumulative expenditure upto to the reporting period (Rs in Lakhs) Amount spent: Direct or through Qimplementing agency
1) Contribution to community health care programs Providing help to Healthcare Mumbai, Maharashtra 200 200 200 Project

implemented by Shri Chaitanya Seva Trust

6. Reasons for not spending the amount:

Not Applicable

7. A responsibility statement of the CSR Committee:

The implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policy of the Company.

For and on behalf of the CSR Committee
Sd/- Sd/-
Place Mumbai S. R. Vaidya S. N. Kamath
Date: May 18, 2019 Chairman, CSR Committee Member of CSR Committee &
Managing Director

Particulars of Employees

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) Ratio of the Remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2018-2019:

Name of Director Designation

Ratio of the remuneration of directors to the median remuneration of the employees for the year 2018-2019

Mr. Mayank Mehta Independent Director 0.53
Mr. Gautam Ashra Non-Executive Director 0.53
Mr. S. R. Vaidya Independent Director 0.43
Mr. Santosh Parab Independent Director 0.53
Mr. S. N. Kamath Managing Director 70.40
Mrs. Shruti V. Rao Wholetime Director 15.84
Dr. Vibha G. Sharma Wholetime Director 15.84

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2018-19 as compared to previous year 2017-18:

Name of Director Designation Percentage (%) increase in Remuneration
Mr. Mayank Mehta Independent Director 25.00
Mr. Gautam Ashra Non-Executive Director 0.00
Mr. S. R. Vaidya Independent Director 0.00
Mr. Santosh Parab Independent Director 25.00
Mr. S. N. Kamath Managing Director 32.59
Mrs. Shruti V. Rao Wholetime Director 28.57
Dr. Vibha G. Sharma Wholetime Director 28.57
Mr. Vipul Thakkar Chief Financial Officer 16.47
Ms. Aditi Bhatt Company Secretary 44.42

(iii) The percentage increase in the median remuneration of employees in the financial year:

The percentage increase in the median remuneration of employees in the financial year is 25.62%.

(iv) The number of permanent employees on the rolls of the Company as on March 31, 2019:

The Company has 548 permanent employees on the rolls.

(v) Average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year and its comparison with percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase made in the salaries of employees other than managerial remuneration in the last financial year i.e. 2018-2019 was between 10%-15%.

(vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company:

It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

b) Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The following details are given hereunder in respect of employees employed throughout the year and were in receipt of remuneration aggregating Rs 1.02 Crores or more per annum.

Employee Name Designa tion Educational Qualification Age Experience (in years) Date of Joining Gross Remuneration paid in the financial year 2018-19 (in lakhs) Previous Employment and Designation Whether such employee holds by himself or alongwith his spouse or dependent children not less than 2% of the Equity Shares of the Company Whether such employee is a relative of any Director or Manager and if yes name of the Director or Manager
Mr. S. N. Kamath Managing Director Intermediate 65 years 35+ May 09, 2006 197.78 Not Applicable Yes Yes. He is Father of Dr. Vibha Gagan Sharma and Mrs. Shruti Vishal Rao

(ii) No employees who were employed for a part of the financial year and were in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs 8.50 Lakhs per month.

(iii) No other employees who were employed throughout the financial year or part thereof and were in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

For and on behalf of the Board of Directors
Sd/-
S. N. Kamath
Place Mumbai Managing Director
Date May 18, 2019