Expanding Horizons: Bliss GVS Pharma Limited 34th ANNUAL REPORT 2018 - 2019
Expanding Horizons: Bliss GVS Pharma Limited 34th ANNUAL REPORT 2018 - 2019
Expanding Horizons: Bliss GVS Pharma Limited 34th ANNUAL REPORT 2018 - 2019
EXPANDING
HORIZONS
Corporate Information
Board of Directors
Mr. Mayank S. Mehta
Chairman and Independent Director Mrs. Shruti Vishal Rao
Whole-Time Director
Mr. S. N. Kamath
Managing Director Mr. S. R. Vaidya
Independent Director
Mr. Gautam R. Ashra
Non-Executive Director Mr. Santosh Parab
Independent Director
Dr. Vibha Gagan Sharma
Whole-Time Director
Auditors
Kalyaniwalla & Mistry LLP
Research & Development
Centre
Unit 6, Hyde Park, Saki Vihar Road,
Andheri (East), Mumbai - 400 072
Contents
Overview
Expanding Horizons 2
Key Milestones 3
Geographical Presence 4
Manufacturing Facilities 5
Business Overview 6
Research and Development 8
Consolidated Financial Highlights 9
Board of Directors 10
Managing Director’s Message to 11
Shareholders
Statutory Section
Notice 12
Directors’ Report 32
Management Discussion and Analysis 58
Corporate Governance 62
CEO/CFO Certificate 79
Financial Section
Independent Auditor’s Report 80
Standalone Balance Sheet 86
Standalone Statement of Profit and Loss 87
Standalone Cash Flow Statement 89
Significant Accounting Policies and Notes to Accounts 91
Consolidated Financial Statements 124
Expanding Horizons
The company is on a voyage to strengthen its position in the sub-Saharan African region and also
expand its presence in economies such as South-East Asia, US and Russia to cement its position as
a trusted brand in the global pharmaceutical industry.
Incorporated in 1984, Bliss GVS Pharma establishing its capabilities as the world that the company has built worldwide
Limited (BGPL) is a pharmaceutical leaders in suppositories and pessaries. over the last three decades.
company engaged in the manufacturing,
marketing and exporting of 250+ branded Over the years, BGPL has further diversified The company is well placed to further
formulations in various dosage forms with its suppositories business by providing strengthen its position as a leading
major focus on the sub-Sahara African contract manufacturing services to pharmaceutical company in sub-Saharan
Region. The company’s products cater to leading pharmaceutical companies. The Africa which has consistently been one of
various therapeutic categories including company is the contract manufacturer of the fastest growing markets. The company
Anti-fungal, Contraceptive, Laxative, choice for these leading international and is on a voyage to strengthen its position in
Anti-haemorrhoidal, Anti-spasmodic, domestic brands over the last decade due the sub-Saharan African region and also
Antimalarial, Anti-biotic, Anti-microbial, to its high quality systems. expand its presence in economies such as
Anti-inflammatory, Antipyretic, Analgesic South-East Asia, US and Russia to cement
Research & Development now forms its position as a trusted brand in the global
and several others.
the backbone of BGPL, offering it a pharmaceutical industry.
BGPL is continually seeking to evolve so competitive edge that is hard to beat.
that it is better able to serve the patients, The company is continually seeking to Major boost is expected from the new
improving all aspects of health care. expand its product portfolio as is evident state-of-the-art facility in Palghar East,
The drive to continuously improve and by the constant focus on R&D. Providing which has been designed to comply with
expand is demonstrated by its unceasing quality medicines to the patients through the highest quality standards and cutting-
foray into new dosage forms, therapeutic constant improvements has been the edge technologies. BGPL strives to create
areas and geographies, while also firmly success mantra for the company which is a bigger impact by providing life-saving
evident by the portfolio of trusted brands medicines across the world.
Key Milestones
2019 Setting up of multi-dosage facility
(Vevoor Plant)
Commissioning of a state-of-the-
art facility for Suppositories and
2010
Pessaries
CIS
2 Europe 6
North America 6
Middle Asia
East
5
Central
6
4 America Africa South-east
38
Asia
11
Oceania
Palghar
Head Office Ambernath
Mumbai
PE - Planned Expansion
RO - Existing - Rep. Office
OO - Own Offices
Manufacturing Facilities
Currently, BGPL has 4 manufacturing facilities, which are certified by WHO-GMP, EU-GMP,
ISO 14001 and OHSAS 45001.
1 55 Mn
units/annum
300 Mn
units/annum
6 Mn
units/annum
200 Mn
units/annum
2
Palghar (WHO-GMP Certified)
Unit
Suppositories & Pessaries Sachets
3 400 Mn
units/annum
21.6 Mn
units/annum
7.5 Mn
tubes/annum
4
Vevoor Plant
During the financial year, BGPL has setup another
state of the art manufacturing facility in Palghar,
Maharashtra having a total area of 19,000 sq. m. to
increase the production capacities and cater to the
South East Asian market and US, UK and Russia. The
plant will be fully equipped to manufacture Tablets,
Capsules, Dry Syrups, Ointments, and Sachets.
Over the past three decades, the company The company holds a strong position
has developed an expertise in formulation in various therapeutic segments like
development of branded generic antimalarial, anti-fungal, anti-bacterial,
products for international and domestic anti-inflammatory products, with expertise
markets. BGPL’s branded product portfolio in dosage forms of tablets, suppositories,
comprises of 250+ products across 20+ suspensions and injectables.
therapeutic areas and 16+ dosage forms.
Commercial Batches Pre-formulation Product Development Stability Studies BE studies and Clinical
& Manufacturing development & Document end point studies
Development
Consolidated
Financial Highlights
Operational Revenue (INR Mn) EBITDA (INR Mn) & EBITDA Margins (%)
8,982
8,024 8,151 2,028 1,971
1,557
1,576
5,469 28%
25% 24%
18%
PAT (INR Mn) & PAT Margins (%) RoCE (%) & RoE (%)
18%
24% 21%
14% 14% 23%
11%
20%
17%
FY16 FY17 FY18 FY19 FY16 FY17 FY18 FY19
154
103 101
1,129
69
400
176
Managing
Director’s Message
to Shareholders
Dear Shareholders, R&D expenditure over the last 4 years. market, we are stepping up our
During the year under review, we manufacturing capacities, product
It’s a delightful opportunity to present
have significantly increased our R&D portfolio, and R&D capabilities. Today,
the 34th annual report of Bliss GVS
expenditure. There are 18+ products I am proud to report that we have
Pharma Limited (BGPL).
which are under development, aiming more than 250 branded formulations
towards the high demand across across 64+ countries. Additionally,
Looking at our financial performance,
geographies. our expertise in the suppositories and
consolidated operational revenue
pessaries, along with one of the largest
for FY19 grew to INR 8,982 Mn as
Sub-Saharan African region has been manufacturing capacities in this dosage
compared to INR 8,151 Mn in FY18 (an
our pivotal geography since inception. form and our leadership in the anti-
increase of ~10%). For the financial year,
BGPL’s teams in the African region malarial therapeutic segment in the
we recorded an EBITDA of INR 1,576 Mn
have recognized ideal strategies and sub-Saharan African region speaks on its
and PAT of INR 1,267 Mn.
implemented them most appropriately own for our success.
for achieving long term sustainable
We at BGPL are focused on improving
growth for the company. Our thera- To conclude, we have attained
the quality of human life. Over the years
peutic segments have maintained their considerable growth from countries like
we have achieved key milestones that
dominance in the sub-Saharan African Nigeria, Ghana, Kenya, DR Congo, and
has strengthened our position in the
region mainly in antimalarial, anti-fungal, France. Our current expansion plans
global pharmaceutical market.
anti-bacterial, anti-inflammatory and are on track with products ready for the
anti-biotic products. Additionally, our technology transfer to kick start our new
During the year, we have commenced
key brands such as Lonart, Funbact, manufacturing facility. I believe we are
construction of a world-class manu-
P-Alaxin, and Lofnac have maintained strongly placed in these evolving times,
facturing facility at Vevoor, Palghar East.
a leadership position in their respective with plans to expand and diversify our
This manufacturing facility is established
therapeutic segments. global portfolio.
with modern, enhanced and highly
efficient machinery. The facility is built
Bliss GVS Pharma Limited is enjoying a
with a focus of expanding our presence
smooth growth of 18% CAGR over the Yours sincerely,
in economies such as the US, UK, Russia,
last 3 years. It is an immense pleasure
and South East Asian Markets.
to see our teams working efficiently
S. N. Kamath,
to deliver such growth. Further, to
We have also increased our focus Managing Director
accommodate the increasing demand
on research and innovation, with an
in the international pharmaceutical
annualised growth of around 28% in
Ordinary Business: deemed to include any committee thereof for the time being
and from time to time, to which all or any of the powers
hereby conferred on the Board by this resolution may have
1. Adoption of Financial Statements: been delegated) to alter, amend, vary and modify the terms
and conditions of the said re-appointment and remuneration
The Audited Standalone and Consolidated Financial
payable from time to time as they deem fit in such manner
Statements of the Company for the financial year ended
as may be agreed upon by the Board of Directors and Mr. S.
March 31, 2019 including audited Balance sheet as at March
N. Kamath within the limits prescribed below under Schedule
31, 2019 and the statement of Profit & Loss A/c for the year
V to the said Act or any statutory amendment(s) and/or
ended on that date and the Report of the Board of Directors
modification(s) thereof:
and Auditors thereon;
Terms & Conditions:
2. Declaration of Dividend: 1. Term of Appointment: With effect from April 01, 2019 to
March 31, 2022
To confirm the declaration of dividend of ` 1.00/- (100%) per
equity share for the financial year ended March 31, 2019;
2. Basic Salary: ` 84,00,000 – 96,60,000 – 1,11,09,000/- per
annum.
3. Appointment of Mr. Gautam R. Ashra as
a director liable to retire by rotation: 3. Perquisites: The Managing Director shall be entitled to the
following perquisites provided that the total value of the
To appoint a Director in place of Mr. Gautam R. Ashra perquisites shall be restricted to an amount equal to the
(DIN:00140942), who retires by rotation, and being eligible annual salary ` 1,45,92,000 – 1,67,80,800 – 1,92,97,920/- per
offers himself for reappointment. annum or actual, whichever is lower.
To consider and, if thought fit, to pass with or without A. Leave Travel Allowance: Expenses incurred for
modification(s), the following resolution as a Special the appointee and his family towards leave travel
Resolution: reimbursement subject to a ceiling of ` 36,00,000
- 36,00,000- 36,00,000/- per annum.
“RESOLVED THAT pursuant to the provisions of Sections
196, 197, 198, 203 and all other applicable provisions if any, B. Medical Reimbursement: Expenses incurred for
read with Schedule V of the Companies Act, 2013 (‘Act’) and the appointee towards Medical reimbursement for
pursuant to the Companies (Appointment and Remuneration him & his family subject to a ceiling of ` 5,00,000 –
of Managerial Personnel) Rules, 2014, as amended from time 5,00,000 - 5,00,000/- per annum.
to time and other applicable provisions of the Companies
Explanation: For the purposes of a “family”, family means the
Act, 2013 and rules made there under (including any statutory
spouse, dependent children and dependent parents of the
modification(s) or re-enactment(s) thereof for the time being
appointee.
in force) and any subsequent amendment/ modification in
the Rules, Act and/or applicable laws in this regard and in
3.3. Others Allowances: ` 62,92,000 – 78,50,800 –
accordance with Article of Association of the Company
96,43,420/- per annum.
3.4. Provision of Car for use in Company’s business and RESOLVED FURTHER THAT in the event of loss or inadequacy
telephone at residence will not be considered as of profits in any financial year during the period of Mr. S. N.
Perquisites. Telephone at residence reimbursed for Kamath’s appointment, he will be paid or provided the salary,
rental and business calls. the allowances, and the perquisites as set out in the foregoing
part of this resolution as the ‘minimum remuneration’
3.5. Reimbursement of actual expenses for books and notwithstanding the fact that such remuneration is in excess
periodicals purchased for purposes of carrying-on his of the limits set-out in Sections 196 and 197 of the Companies
duties and reimbursement of expenses actually and Act, 2013 or in Schedule V to the Companies Act, 2013 and
properly incurred by him, in the course of legitimate rules made hereunder or any amendment, modification,
business of the Company and traveling, hotel and other variation or re-enactment thereof and necessary approvals
expenses in the course of the Company’s business. will be sought from Central Government, if required.
3.6. The Director shall not be paid any sitting fees for RESOLVED FURTHER THAT the Board of Directors be and is
attending the meetings of the Board or any committee hereby authorized to enter into an Agreement (including any
thereof. revision in terms and conditions of aforesaid re-appointment
and/or agreement, if required) on behalf of the Company,
4. Leave Encashment: Encashment of leave, if any, will be paid
covering the above terms and conditions, be executed with
as per the Company’s policy and will be included in the
Mr. S. N. Kamath under the Common Seal of the Company
computation of ceiling of perquisites.
to be affixed thereto in accordance with the Articles of
5. Provident Fund: Payable in accordance with as per applicable Association of the Company and subject to approval by the
law. The Membership of the Employees’ Provident Fund of shareholders in their meeting.
the Company to which the Company will contribute at such
RESOLVED FURTHER THAT Mr. S. N. Kamath (hereinafter
percentage of salary as may be applicable, from time to time,
called Director) shall carry out such functions, exercise such
to the employees. The appointee will be governed by the
powers and perform such duties as the Board of Directors
provident fund rules of the Company.
of the Company (hereinafter called “the Board”) shall from
6. Commission: In addition to the salary, perquisites and time to time determine and entrust to him. Subject to the
allowances payable, a commission, as may be decided superintendence, control and direction of the Board, the
by the Board of Directors at the end of each financial year Director shall have the general control and be responsible
calculated with reference to the net profits of the Company, for the day to day business of the Company with powers to
subject to the overall ceiling stipulated in Sections 197, 198 enter into contracts on behalf of the Company in the ordinary
read with Schedule V of the Companies Act, 2013 (including course of business and to do and perform all other acts and
any subsequent amendment/modification in the Rules, Act things which in the ordinary course of such business he may
and/or applicable laws in this regard) shall also be payable. consider necessary or proper in the best interests of the
Company.
7. Maximum Remuneration: Remuneration Payable (Basic salary
and perquisites) shall not exceed Rs. 400,00,000/- per annum AND RESOLVED FURTHER THAT the Board (which term
any time during his tenure. shall, unless repugnant to the context or meaning thereof,
be deemed to include a duly authorised ‘Committee’ thereof)
8. Other Terms and Conditions: be and is hereby authorised to do and perform all such acts,
deeds, matters or things as may be considered necessary,
a. Mr. S. N. Kamath shall be vested with substantial powers appropriate, expedient or desirable to give effect to above
of the management subject to the supervision, control resolution”.
and direction of the Board.
5. Re-appointment of Dr. Vibha Gagan
b. Mr. S. N. Kamath shall be liable to retire by rotation
whilst he continues to hold office of Managing Director;
Sharma as a Whole-Time Director of the
however his retirement will not break his length of Company:
service.
To consider and, if thought fit, to pass with or without
c. The Office shall be liable to termination with 3 months’ modification(s), the following resolution as a Special
notice from either side. Resolution:
d. The terms and conditions of the said re-appointment “RESOLVED THAT pursuant to the provisions of Sections
and/or agreement may be altered, amended, varied and 196, 197, 198, 203 and all other applicable provisions if any,
modified from time to time by the Board or Committee read with Schedule V of the Companies Act, 2013 (‘Act’) and
thereof as it may be permissible and if deem fit, within the pursuant to the Companies (Appointment and Remuneration
limits prescribed in Schedule V to the Companies Act, of Managerial Personnel) Rules, 2014, as amended from time
2013 or any subsequent amendments or modifications to time and other applicable provisions of the Companies
made thereto. Act, 2013 and rules made there under (including any statutory
3.1. Housing Allowance: The Wholetime Director shall 8. Other Terms and Conditions:
be entitled for House Rent Allowance of ` 8,75,000 –
10,06,250 - 11,57,188/- per annum. a. Dr. Vibha Gagan Sharma shall be vested with substantial
powers of the management subject to the supervision,
3.2. Leave Travel Allowance & Medical Reimbursement: control and direction of the Board.
A. Leave Travel Allowance: Expenses incurred for b. Dr. Vibha Gagan Sharma shall be liable to retire by
the appointee and her family towards leave travel rotation whilst she continues to hold office of Wholetime
reimbursement subject to a ceiling of ` 6,00,000 - Director; however her retirement will not break her
6,00,000 - 6,00,000/- per annum. length of service.
B. Medical Reimbursement: Expenses incurred for c. The Office shall be liable to termination with 3 months’
the appointee towards Medical reimbursement for notice from either side.
her & her family subject to a ceiling of ` 1,20,000 –
1,20,000 - 1,20,000/- per annum. d. The terms and conditions of the said re-appointment
and/or agreement may be altered, amended, varied and
Explanation: For the purposes of a “family”, family means the modified from time to time by the Board or Committee
spouse, dependent children and dependent parents of the thereof as it may be permissible and if deem fit, within the
appointee. limits prescribed in Schedule V to the Companies Act,
2013 or any subsequent amendments or modifications of Managerial Personnel) Rules, 2014, as amended from time
made thereto. to time and other applicable provisions of the Companies
Act, 2013 and rules made there under (including any statutory
RESOLVED FURTHER THAT in the event of loss or modification(s) or re-enactment(s) thereof for the time being
inadequacy of profits in any financial year during the period in force) and any subsequent amendment/modification
of Dr. Vibha Gagan Sharma’s appointment, she will be paid in the Rules, Act and/or applicable laws in this regard and
or provided the salary, the allowances, and the perquisites in accordance with Article of Association of the Company
as set out in the foregoing part of this resolution as the and in terms of recommendation of the Nomination and
‘minimum remuneration’ notwithstanding the fact that such Remuneration Committee and approval of the Board of
remuneration is in excess of the limits set-out in Sections Directors and subject to such approvals, permissions and
196 and 197 of the Companies Act, 2013 or in Schedule V sanctions as may be required, consent of the Shareholders
to the Companies Act, 2013 and rules made hereunder or of the Company be and is hereby accorded for re-appointed
any amendment, modification, variation or re-enactment of Mrs. Shruti Vishal Rao (DIN: 00731501) as a Whole-Time
thereof and necessary approvals will be sought from Central Director of the Company for a period of three years with
Government, if required. effect from April 01, 2019 to March 31, 2022 liable to retire by
rotation, on the following terms and conditions as mentioned
RESOLVED FURTHER THAT the Board of Directors be and is
in the draft agreement to be entered into between the
hereby authorised to enter into an Agreement (including any
Company and, a draft whereof duly initialed by the Chairman
revision in terms and conditions of aforesaid re-appointment
for the purpose of identification as placed before this
and/or agreement, if required) on behalf of the Company,
meeting, which Agreement is hereby specifically approved
covering the above terms and conditions, be executed with
with powers to the Board of Directors (which term shall be
Dr. Vibha Gagan Sharma under the Common Seal of the
deemed to include any committee thereof for the time being
Company to be affixed thereto in accordance with the Articles
and from time to time, to which all or any of the powers
of Association of the Company and subject to approval by the
hereby conferred on the Board by this resolution may have
shareholders in their meeting.
been delegated) to alter, amend, vary and modify the terms
RESOLVED FURTHER THAT Dr. Vibha Gagan Sharma and conditions of the said re-appointment and remuneration
(hereinafter called Director) shall carry out such functions, payable from time to time as they deem fit in such manner
exercise such powers and perform such duties as the Board as may be agreed upon by the Board of Directors and
of Directors of the Company (hereinafter called “the Board”) Mrs. Shruti Vishal Rao within the limits prescribed under
shall from time to time determine and entrust to her. Subject Schedule V to the said Act or any statutory amendment(s)
to the superintendence, control and direction of the Board, and/or modification(s) thereof:
the Director shall have the general control and be responsible
Terms & Conditions:
for the day to day business of the Company with powers to
enter into contracts on behalf of the Company in the ordinary 1. Term of Appointment: With effect from April 01, 2019 to
course of business and to do and perform all other acts and March 31, 2022
things which in the ordinary course of such business she
may consider necessary or proper in the best interests of the 2. Basic Salary: ` 17,50,000 - 20,12,500 - 23,14,375/- per annum.
Company.
3. Perquisites: The Wholetime Director shall be entitled to
AND RESOLVED FURTHER THAT the Board (which term the following perquisites provided that the total value of
shall, unless repugnant to the context or meaning thereof, the perquisites shall be restricted to an amount equal to
be deemed to include a duly authorised ‘Committee’ thereof) the annual salary ` 29,55,865 – 33,99,245 – 39,09,133/- per
be and is hereby authorised to do and perform all such acts, annum or actuals, whichever is lower.
deeds, matters or things as may be considered necessary,
appropriate, expedient or desirable to give effect to above 3.1. Housing Allowance: The Wholetime Director shall
resolution”. be entitled for House Rent Allowance of ` 8,75,000 –
10,06,250 - 11,57,188/- per annum.
6. Re-appointment of Mrs. Shruti Vishal
3.2. Leave Travel Allowance & Medical Reimbursement:
Rao as a Whole-Time Director of the
Company: A. Leave Travel Allowance: Expenses incurred for
the appointee and her family towards leave travel
To consider and, if thought fit, to pass with or without reimbursement subject to a ceiling of ` 6,00,000 -
modification(s), the following resolution as a Special 6,00,000 - 6,00,000/- per annum.
Resolution:
B. Medical Reimbursement: Expenses incurred for
“RESOLVED THAT pursuant to the provisions of Sections the appointee towards Medical reimbursement for
196, 197, 198, 203 and all other applicable provisions if any, her & her family subject to a ceiling of ` 1,20,000 –
read with Schedule V of the Companies Act, 2013 (‘Act’) and 1,20,000 - 1,20,000/- per annum.
pursuant to the Companies (Appointment and Remuneration
b. Mrs. Shruti Vishal Rao shall be liable to retire by rotation 7. Re-appointment of Mr. Mayank Mehta as
whilst she continues to hold office of Wholetime an Independent Director of the Company:
Director; however her retirement will not break her
To consider and, if thought fit, to pass with or without
length of service.
modification(s), the following resolution as a Special
c. The Office shall be liable to termination with 3 months’ Resolution:
notice from either side.
“RESOLVED THAT pursuant to the provisions of Sections 149,
The terms and conditions of the said re-appointment and/ 152 and other applicable provisions, if any, of the Companies
or agreement may be altered, amended, varied and modified Act, 2013 (“the Act”) read with Schedule IV to the Act (including
any statutory modification(s) or re-enactment(s) thereof, for 4. Medical Reimbursement: Expenses incurred for the
the time being in force) and the Companies (Appointment appointee and his family subject to a ceiling of ` 1,20,000
and Qualification of Directors) Rules, 2014, as amended – 1,20,000 – 1,20,000 /- per annum and accordance
from time to time, and pursuant to recommendation of the with rules specified by the Company.
Nomination and Remuneration Committee and the approval
of the Board of Directors of the Company, Mr. Mayank Mehta Explanation: For the purposes of a “family”, family means
(DIN: 00765052), Independent Director of the Company, the spouse, dependent children and dependent parents
who has submitted a declaration that he meets the criteria of the appointee.
for independence as provided under Section 149(6) of the
5. Provident Fund: Payable in accordance with as per
Act and Regulation 16(1)(b) of the Securities Exchange Board
applicable law. The Membership of the Employees’
of India (Listing Obligations and Disclosure Requirements)
Provident Fund of the Company to which the Company
Regulations, 2015 and in respect of whom the Company
will contribute at such percentage of salary as may be
has received a notice in writing under Section 160(1) of
applicable, from time to time, to the employees. The
the Act from a Member, signifying his intention to propose
appointee will be governed by the provident fund rules
Mr. Mehta’s candidature for the office of Director, be and
of the Company.
is hereby re-appointed as an Independent Director of the
Company, not liable to retire by rotation, for a second term 6. Encashment of leave: Encashment of leave, if any, in
of Five (5) consecutive years commencing from August 28, accordance with the rules of the Company shall be
2019 to August 27, 2024. allowed only at the end of the financial year as the case
may be and it will not be included in the computation of
AND RESOLVED FURTHER THAT the Board of Directors
ceiling for perquisites.
of the Company (including its committee thereof) and/or
Company Secretary of the Company, be and are hereby 7. Provision of Car for use in Company’s business and
authorized to do all such acts, deeds, matters and things as telephone at residence will not be considered as
may be considered necessary, desirable or expedient to give Perquisites. Telephone at residence reimbursed for
effect to this resolution.” rental and business calls.
8. Re-appointment of Mr. Gagan Harsh 8. Gratuity: Payable in accordance with as per applicable law.
Sharma as a Vice President, a relative of
AND RESOLVED FURTHER THAT the Board of Directors of
directors holding office or place of profit the Company be and are hereby authorised to take, perform
in the Company: and execute such further steps, acts, deeds and matters, as
may be necessary, proper or expedient to give effect to this
To consider and, if thought fit, to pass with or without
resolution”.
modification(s), the following resolution as a Special
Resolution:
9. Re-appointment of Mr. Arjun Gautam
“RESOLVED THAT pursuant to the provisions of section 188 Ashra as a General Manager, a relative of
and other applicable provisions, if any, of the Companies director holding office or place of profit
Act, 2013 and rules made thereunder (including statutory in the Company:
modification or re-enactment(s) thereof for the time being in
force) and based on recommendation of the Nomination and To consider and, if thought fit, to pass with or without
Remuneration Committee and the approval of the Board of modification(s), the following resolution as a Special
Directors of the Company, the consent of the Shareholders Resolution:
of the Company be and is hereby accorded for the re-
appointment of Mr. Gagan Harsh Sharma as a Vice President- “RESOLVED THAT pursuant to the provisions of section 188 and
Strategy and Business Development of the Company for a other applicable provisions, if any, of the Companies Act, 2013
period of 3 (Three) years with effect from April 01, 2019 by and rules made thereunder (including statutory modification or
extending the employment contract to hold office or place re-enactment(s) thereof for the time being in force) and based
of profits as an employee of the Company in the managerial on recommendation of the Nomination and Remuneration
capacity on terms and conditions including remuneration Committee and the approval of the Board of Directors of the
and perquisites as per the Company’s policy as under: Company, the consent of the Shareholders of the Company
be and is hereby accorded for the re-appointment of Mr. Arjun
1. Salary: ` 24,50,000 – 28,17,500 – 32,40,125/- per annum. Gautam Ashra as a General Manager-Strategy and Business
Development of the Company for a period of 3 (Three) years
2. Housing: ` 12,25,000 – 14,08,750 – 16,20,063/- per with effect from April 01, 2019 by extending the employment
annum. contract to hold office or place of profits as an employee of the
Company in the managerial capacity on terms and conditions
3. Other Allowance including annual bonus: ` 36,95,000 –
including remuneration and perquisites as per the Company’s
42,67,250 – 49,25,338/- per annum.
policy as under:
5. Provident Fund: Payable in accordance with as per 4. Medical Reimbursement: Expenses incurred for the
applicable law. The Membership of the Employees’ appointee and his family subject to a ceiling of ` 1,20,000
Provident Fund of the Company to which the Company – 1,20,000 – 1,20,000/- per annum and accordance
will contribute at such percentage of salary as may be with rules specified by the Company.
applicable, from time to time, to the employees. The
appointee will be governed by the provident fund rules Explanation: For the purposes of a “family”, family means
of the Company. the spouse, dependent children and dependent parents
of the appointee.
6. Encashment of leave: Encashment of leave, if any, in
accordance with the rules of the Company shall be 5. Provident Fund: Payable in accordance with as per
allowed only at the end of the financial year as the case applicable law. The Membership of the Employees’
may be and it will not be included in the computation of Provident Fund of the Company to which the Company
ceiling for perquisites. will contribute at such percentage of salary as may be
applicable, from time to time, to the employees. The
7. Provision of Car for use in Company’s business and appointee will be governed by the provident fund rules
telephone at residence will not be considered as of the Company.
Perquisites. Telephone at residence reimbursed for
rental and business calls. 6. Encashment of leave: Encashment of leave, if any, in
accordance with the rules of the Company shall be
8. Gratuity: Payable in accordance with as per applicable allowed only at the end of the financial year as the case
law. may be and it will not be included in the computation of
ceiling for perquisites.
AND RESOLVED FURTHER THAT the Board of Directors of
the Company be and are hereby authorised to take, perform 7. Provision of Car for use in Company’s business and
and execute such further steps, acts, deeds and matters, as telephone at residence will not be considered as
may be necessary, proper or expedient to give effect to this Perquisites. Telephone at residence reimbursed for
resolution”. rental and business calls.
10. Re-appointment of Mr. Vishal Vijay Rao 8. Gratuity: Payable in accordance with as per applicable
as a General Manager, a relative of law.
directors holding office or place of profit AND RESOLVED FURTHER THAT the Board of Directors of
in the Company: the Company be and are hereby authorised to take, perform
and execute such further steps, acts, deeds and matters, as
To consider and, if thought fit, to pass with or without
may be necessary, proper or expedient to give effect to this
modification(s), the following resolution as a Special
resolution”.
Resolution:
“RESOLVED THAT pursuant to section 188 of the Companies a certified copy of the Board Resolution of the Company,
Act, 2013 and other applicable provisions, if any, of the authorizing their representative of attend and vote on their
Companies Act, 2013 and rules made thereunder (including behalf at the meeting.
statutory modification or re-enactment(s) thereof for the time
being in force), the Company be and hereby ratify the earlier 4. The instrument appointing the proxy, duly completed, must
resolution passed by the Board of Directors at their meeting be deposited at the Company’s registered office at 102, Hyde
held on January 29, 2019 with regard to renewal of Leave & Park, Saki Vihar Road, Andheri – (East), Mumbai – 400 072 not
License of office premises situated at 602, Hyde Park, Saki less than 48 (Forty Eight) hours before the commencement
Vihar Road, Andheri (East), Mumbai- 400 072 admeasuring of the meeting.
7000 sq. ft. for a period of 5 years at a monthly rental of
5. Members/proxies/authorized representatives may please
` 7,65,700/- with an escalation of 5% every year, jointly owned
bring the Admission Slip duly filled in and may hand over the
by Mr. S. N. Kamath, Managing Director & Promoter and Mr.
same at the entrance to the Meeting Hall.
Gautam Ashra, Director & Promoter of the Company with a
refundable security deposit ` 60 lacs. 6. In compliance with SEBI Circular No. D&CC/FITT/CIR-
15/2002 dated December 27, 2002 read with circular
AND RESOLVED FURTHER THAT the Board of Directors of
No. D&CC/FITTC/CIR-18/2003 dated February 12, 2003,
the Company be and is hereby authorized to take such steps
mandating a Common Agency for Share Registry Work
as may be necessary for obtaining approvals, statutory or
(Physical & Electronic), the Company has already appointed
otherwise, in relation to the above and to settle all matters
M/s. Universal Capital Securities Private Limited as the
arising out of and incidental thereto and to sign and execute
Registrar & Share Transfer Agent, having their office at 21,
all documents and filling of requisites forms that may be
Shakeel Niwas, Mahakali Caves Road, Andheri (East ), Mumbai
required on behalf of the Company, and generally to do
– 400 093.
all acts, deeds and things that may be necessary, proper,
expedient or incidental for the purpose of giving effect this 7. The Register of Members and Share Transfer Books of the
resolution.” Company will remain closed from Saturday, September 14,
2019 to Friday, September 20, 2019 (both days inclusive) for
By Order of the Board of Directors
the purpose of payment of dividend for the financial year
ended March 31, 2019 and the 34th Annual General Meeting
Sd/-
S. N. Kamath of the Company.
Managing Director
8. The Dividend, as recommended by the Board, if sanctioned
Place: Mumbai at the Annual General Meeting, will be paid to those members
whose names stand registered on the Register of Members as
Date: August 12, 2019
on Friday, September 13, 2019 :
Registered Office:
a. As Beneficial Owners as at the end of business Friday,
102, Hyde Park, Saki Vihar Road,
September 13, 2019 as per the lists to be furnished by National
Andheri - East, Mumbai - 400 072.
Securities Depository Limited and Central Depository Services
CIN: L24230MH1984PLC034771
(India) Limited in respect of the shares held in electronic form
Website: www.blissgvs.com E-mail: [email protected]
and
Tel: +91 22 42160000 Fax: +91 22 28563930
b. As Members in the Register of Members of the Company
NOTES: after giving effect to valid transfers in physical form lodged
with the Company on or before Friday, September 13, 2019.
1. An Explanatory Statement to Section 102(1) of the Companies
Act, 2013 (“the Act”), relating to the Special Business to be 9. Members are requested to notify immediately any change in
transacted at the Annual General Meeting (“Meeting”) is their address and updates of bank accounts details:
annexed hereto.
a. To their respective Depository Participants (DPs) in
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE respect of their electronic share accounts, and
ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A
b. To the Registrar and Share Transfer Agent M/s. Universal
PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD
Capital Securities Private Limited having office at 21,
OF HIMSELF / HERSELF, AND THE PROXY NEED NOT BE A
Shakeel Niwas, Mahakali Caves Road, Andheri (East),
MEMBER OF THE COMPANY. A person can act as a proxy
Mumbai – 400 093. Email Id- [email protected]
on behalf of not exceeding 50 members and holding in
aggregate not more than 10% of the total share capital of the 10. Members wishing to claim dividends that remain unclaimed
Company. are requested to correspond with the Registrar and Share
Transfer Agents as mentioned above, or the Company
3. Corporate members intending to send their authorized
Secretary, at the Company’s registered office. Members are
representatives to attend the meeting are requested to send
11. Members who are holding shares in physical form are The instructions for shareholders voting electronically are as under:
requested to get their shares dematerialized with any
(i) The voting period begins on Tuesday, September 17, 2019
depository participants in their own interest.
at 9.00 a.m. (IST) and ends on Thursday, September 19,
12. Members desirous of obtaining any information concerning 2019 at 5.00 p.m. (IST). During this period shareholders’ of
accounts and operations of the Company are requested to the Company, holding shares either in physical form or in
address their questions in writing to the Board of Directors of dematerialized form, as on the cut-off date (record date) i.e.
the Company at least 7 days before the date of the Meeting Friday, September 13, 2019 may cast their vote electronically.
so that the information required may be made available at the The e-voting module shall be disabled by CDSL for voting
Meeting. thereafter.
(xix) Shareholders can also cast their vote using CDSL’s mobile app
• If both the details are not recorded with
m-Voting available for android based mobiles. The m-Voting
the depository or Company please enter
app can be downloaded from Google Play Store. iPhone and
the member id / Folio number in the
Windows phone users can download the app from the App
Dividend Bank details field as mentioned in
Store and the Windows Phone Store respectively on or after
instruction (v).
June 30, 2016. Please follow the instructions as prompted by
* For 8 digits sequence no.-Kindly refer to “Reference no. (REF)” as the mobile app while voting on your mobile.
a 8 digits sequence no. on your envelope.
(xx) Note for Non – Individual Shareholders and Custodians
(ix) After entering these details appropriately, click on “SUBMIT”
• Non-Individual shareholders (i.e. other than Individuals,
tab.
HUF, NRI etc.) and Custodian are required to log on
(x) Members holding shares in physical form will then directly to www.evotingindia.com and register themselves as
reach the Company selection screen. However, members Corporates.
holding shares in demat form will now reach ‘Password
• A scanned copy of the Registration Form bearing the
Creation’ menu wherein they are required to mandatorily
stamp and sign of the entity should be emailed to
enter their login password in the new password field. Kindly
[email protected].
note that this password is to be also used by the demat holders
for voting for resolutions of any other Company on which
• After receiving the login details a Compliance User
they are eligible to vote, provided that Company opts for
should be created using the admin login and password.
e-voting through CDSL platform. It is strongly recommended
The Compliance User would be able to link the
not to share your password with any other person and take
account(s) for which they wish to vote on.
utmost care to keep your password confidential.
• The list of accounts linked in the login should be mailed
(xi) For Members holding shares in physical form, the details can
to [email protected] and on approval of
be used only for e-voting on the resolutions contained in this
the accounts they would be able to cast their vote.
Notice.
• A scanned copy of the Board Resolution and Power of
(xii) Click on the EVSN for the relevant “BLISS GVS PHARMA
Attorney (POA) which they have issued in favour of the
LIMITED” on which you choose to vote.
Custodian, if any, should be uploaded in PDF format in
the system for the scrutinizer to verify the same.
(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION”
and against the same the option “YES/NO” for voting. Select
(xxi) In case you have any queries or issues regarding e-voting, you
the option YES or NO as desired. The option YES implies that
may refer the Frequently Asked Questions (“FAQs”) and e-voting
you assent to the Resolution and option NO implies that you
manual available at www.evotingindia.com, under help
dissent to the Resolution.
section or write an email to [email protected].
(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the
(xxii) The Company has appointed M/s. Ramesh Chandra Mishra
entire Resolution details.
& Associates, Practicing Company Secretaries (C.P. No. 3987
and FCS No. 5477) as the Scrutinizer for conducting the
(xv) After selecting the resolution you have decided to vote on,
e-voting process in fair and transparent manner.
click on “SUBMIT”. A confirmation box will be displayed. If you
wish to confirm your vote, click on “OK”, else to change your
(xxiii) A copy of this notice has been placed on the website of the
vote, click on “CANCEL” and accordingly modify your vote.
Company and the website of CDSL.
(xvi) Once you “CONFIRM” your vote on the resolution, you will
(xxiv) In case of Members who are entitled to vote but have not
not be allowed to modify your vote.
electronic means, the Chairman of the Company will order a
poll on his own motion or on demand at the Meeting in terms
(xvii) You can also take a print of the votes cast by clicking on “Click
of Section 109 of the Companies Act, 2013 for all businesses
here to print” option on the Voting page.
specified in the accompanying Notice.
Annexure to the Notice Mr. S. N. Kamath satisfies all the conditions set out in Part-I
of Schedule V to the Companies Act, 2013 (including any
amendments thereto) as also the conditions set out under sub-
Explanatory Statement Pursuant to Section section (3) of Section 196 of the Companies Act, 2013 for being
102(1) of the Companies Act, 2013 in eligible for re-appointment. He is not disqualified from being re-
Respect of the Special Business set out in appointed as a director in terms of Section 164 of the Act.
the Notice Convening the Annual General
Disclosure under Regulation 36(3) of the Listing Regulations
Meeting and Secretarial Standard-2 issued by the Institute of Company
Secretaries of India are set out in the Annexure to the Notice.
The following Statement sets out all material facts relating Special
Business mentioned in the Notice: A copy of the draft agreement to be entered into between the
Company and Mr. S. N. Kamath for his re-appointment is available
Item No. 4: for inspection by members at the Registered Office of the
Company.
Mr. S. N. Kamath, aged 65 years, a hard core businessman having
more than 35 years of rich experience in Pharma Industry. As a Mr. S. N. Kamath, Managing Director of the Company is considered
supplier and trader in Suppositories and Pessaries dosage forms, to be concerned or interested in the said resolution since it relates
he has established name, proven track record of last 3 decades to his own re-appointment. Dr. Vibha Gagan Sharma and Mrs. Shruti
and icon of Industries. Under his wings, the Company has received Vishal Rao are also considered to be as concerned or interested in
“Outstanding Export Performance” Award from Pharmexcil in the same, being relatives of Mr. S. N. Kamath. None of the other
recognition of commendable export performance in the category Directors and Key Managerial Personnel of the Company and their
of Small Scale Industries for 2008-09 and a National Award relatives are concerned or interested, financially or otherwise in the
from Government of India in recognition for his Outstanding said resolution.
Performance in Entrepreneurship under medium enterprises
Accordingly, the Board recommend the passing of the resolution
category. He joined the Company as a Managing Director w.e.f.
as set out in the item no. 4 as a Special Resolution for the approval
May 09, 2006. He is one of the promoters and main contributor
of the shareholders of the Company.
to the growth and development of the Company. He had been
actively involved in business strategy, business development and
research and development functions in the Company. He also Item No. 5:
holds Directorships in other Companies namely Kremoint Pharma
Private Limited, EIPII Exports Private Limited, Asterisk Lifesciences Dr. Vibha Gagan Sharma, aged 36 years, holds a bachelor’s
Limited (UK), Bliss GVS Clinic Healthcare Pte. Limited (Singapore) degree in Dental Surgery from Rajiv Gandhi University of Health
and Bliss GVS International Pte. Limited (Singapore). He is not a Sciences, Karnataka. She has significant years of experience in
Chairman of any Committee of the Company. He is member of the pharmaceutical business and oversees the Research and
Audit Committee and Corporate Social Responsibility Committee Development activities of the Company. She joined the Company
of the Company. He is related with Dr. Vibha Gagan Sharma, as a Director w.e.f. July 27, 2008. She is one of the promoters and
Wholetime Director and Mrs. Shruti Vishal Rao, Wholetime Director contributor to the growth and development of the Company. She
of the Company. As on March 31, 2019, he holds 3,43,57,024 equity is actively involved in the Research and Development functions
shares of Re. 1/- each of the Company. and ensuring to innovate new pharmaceuticals formulations to
improve quality of life. She doesn’t holds any directorship in other
Mr. S. N. Kamath, who was re-appointed as a Managing Director Companies. She is a Chairman of Health and Safety Committee
(MD) of the Company pursuant to provisions of Sections 196, of the Company. She is member of Stakeholder Relationship
197, 203 read with Schedule V to the Companies Act, 2013 by the Committee of the Company. She is related with Mr. S. N. Kamath,
shareholders of the Company at the 31st Annual General Meeting Managing Director and Mrs. Shruti Vishal Rao, Wholetime Director
held on September 14, 2016 for a period of 3 years w.e.f. April 01, of the Company. As on March 31, 2019, she holds none of the
2016 and his term has expired on March 31, 2019. equity shares of the Company.
As per the recommendation of the Nomination and Remuneration Dr. Vibha Gagan Sharma, who was re-appointed as a Wholetime
Committee and the approval of Board of Directors of the Director (WTD) of the Company pursuant to provisions of Sections
Company at its meeting held on May 18, 2019, subject to approval 196, 197, 203 read with Schedule V to the Companies Act, 2013
of shareholders at this 34th Annual General Meeting, the consent by the shareholders of the Company at the 31st Annual General
of the shareholders was sought for the re-appointment of Mr. S. N. Meeting held on September 14, 2016 for a period of 3 years w.e.f.
Kamath as a Managing Director of the Company for further period January 27, 2016 and her term has expired on January 26, 2019.
of three years with effect from April 1, 2019 to March 31, 2022
liable to retire by rotation, on the terms and conditions as set out in As per the recommendation of the Nomination and Remuneration
this item of the Notice and as per draft agreement to be executed Committee and the approval of Board of Directors of the
between Mr. S. N. Kamath and the Company. Company at its meeting held on May 18, 2019, subject to approval
of shareholders at this Annual General Meeting, the consent of
He is on the Board of the Company since May 30, 2011 as an available for inspection by members at the Registered Office of
Independent Director. Mr. Mehta being Independent Director the Company.
of the Company fulfills his duty as Independent Director with
utmost care & also guide the Company on various matters. His Disclosure under Regulation 36(3) of the Listing Regulations
other directorship includes Wala Overseas Private Limited and and Secretarial Standard-2 issued by the Institute of Company
Shreeji Builders Limited. He is the Chairman of Audit Committee Secretaries of India are set out in the Annexure to the Notice.
and Nomination and Remuneration Committee of the Company.
The Board considers that his continued association would be
He is also a member of Stakeholder Relationship Committee of
of immense benefit to the Company considering his expertise
the Company. As on March 31, 2019, he does not hold any shares
and experience. Therefore, it is desirable to continue to avail his
of the Company. He is not related to any Directors or KMPs or
services.
Promoters of the Company.
Except Mr. Mayank Mehta, being an appointee, none of the other
As per the recommendation of the Nomination and Remuneration
Directors, Key Managerial Personnel of the Company and their
Committee and approval of the Board of Directors in their
relatives are concerned or interested, financially or otherwise in
respective meetings held on August 12, 2019, subject to approval
the said resolution.
of shareholders at this Annual General Meeting and pursuant to
the provisions of Sections 149, 150, 152 read with Schedule IV and Accordingly, the Board recommend the passing of the resolution
any other applicable provisions, if any, of the Companies Act, 2013 as set out in the item no. 7 as a Special Resolution for the approval
and the Companies (Appointment and Qualification of Directors) of the shareholders of the Company.
Rules, 2014 and the applicable provisions of the Listing Regulations
(including any statutory modification(s) or re-enactment thereof Item No. 8:
for the time being in force) and based on his skills, rich experience,
knowledge, contributions, continued valuable guidance to the Mr. Gagan Harsh Sharma, aged 37 years, holds a degree in
management made by him during his tenure and outcome of Bachelor of Engineering in Electronics and Communication. He
performance evaluation of the Independent Directors, the approval has been associated with Company for almost 8 years. He is
of the shareholders of the Company be and is hereby accorded working as a Vice President-Strategy and Business Development.
for re-appointment of Mr. Mayank Mehta (DIN: 00765052) as an His present role is to provide impetus to expanding international
Independent Non-Executive Director of the Company, for the and domestic business of the Company in the emerging market.
second term of five (5) consecutive years commencing from The business of the Company have been growing over the years.
August 28, 2019 to August 27, 2024. Further Mr. Mayank Mehta This growth would need to be supported by efficient controls and
shall not be liable to retire by rotation as provided under Section processes. He is a perfect executionist of the mission and vision of
152(6) of the Companies Act, 2013. the Company.
The Company has received a declaration from Mr. Mayank Mehta, As per the recommendation of the Nomination and Remuneration
being eligible for re-appointment as Independent Director for the Committee and the approval of Board of Directors of the Company
second term providing his consent in writing to act as director in at its meeting held on May 18, 2019, approved and re-appointed
Form DIR-2 pursuant to Rule 8 of the Companies (Appointment him as a Vice President of the Company.
and Qualification of Directors) Rules, 2014, as amended from
time to time. The Company has also received a declaration from Since, Mr. Gagan Harsh Sharma is a husband of Dr. Vibha Gagan
Mr. Mayank Mehta confirming the criteria of Independence as Sharma, Wholetime Director & Promoter of the Company, a son-
prescribed under Section 149(6) of the Companies Act, 2013 in-law of Mr. S. N. Kamath, Managing Director & Promoter of
and under the Regulation 16(1)(b) of the Securities Exchange the Company and a brother- in – law of Mrs. Shruti Vishal Rao,
Board of India (Listing Obligations and Disclosure Requirements) Wholetime Director & Promoter of the Company. Hence, his re-
Regulations, 2015, as amended from time to time. appointment is covered under section 188(1) of the Companies
Act, 2013 and rules made thereunder, requires the approval of the
Mr. Mayank Mehta is not disqualified from being re-appointed as shareholders of the Company by way of Special Resolution.
a director in terms of Section 164 of the Companies Act, 2013,
as amended from time to time. In the opinion of the Board, he The particulars of the said transaction pursuant to para 3 of
fulfills the conditions specified in the Companies Act, 2013 and is Explanation (1) to Rule 15 of Companies (Meeting of Board and its
independent of the management of the Company. Power) Rules, 2014 are as under:
In terms of Section 160 of the Companies Act, 2013, the Company Name of the related party Mr. Gagan Harsh Sharma
has received a notice in writing from a member proposing Name of the director Dr. Vibha Gagan Sharma
or key managerial Mr. S. N. Kamath
the candidature of Mr. Mayank Mehta to be re-appointed as an
personnel who is related Mrs. Shruti Vishal Rao
Independent Non-Executive Director of the Company as per the
Nature of relationship Dr. Vibha Gagan Sharma is Wife
provisions of the Companies Act, 2013.
Mr. S. N. Kamath is Father-in-Law
Mrs. Shruti Vishal Rao is Sister-
A copy of the draft letter for re-appointment of Mr. Mayank in-Law
Mehta setting out the terms and conditions of re-appointment is
Except Dr. Vibha Gagan Sharma, Mr. S. N. Kamath and Mrs. Shruti
Vishal Rao, none of the other Directors and Key Managerial Item No. 10:
Personnel of the Company and their relatives are concerned or
Mr. Vishal Vijay Rao, aged 38 years, holds a degree in Bachelor
interested, financially or otherwise in the said resolution.
of Engineering in Chemical from University of Pune. He has been
Accordingly, the Board recommend the passing of the resolution associated with Company for last 3 years. He is working as a
as set out in the item no. 8 as a Special Resolution for the approval General Manager-Strategy and Business Development.
of the shareholders of the Company.
As per the recommendation of the Nomination and Remuneration
Committee and the approval of Board of Directors of the Company
Item No. 9: at its meeting held on May 18, 2019, approved and re-appointed
him as a General Manager of the Company.
Mr. Arjun Gautam Ashra, aged 34 years, holds a degree in Master of
Science in Economics and Finance from the University of Warwick, Since, Mr. Vishal Vijay Rao is a husband of Mrs. Shruti Vishal Rao,
United Kingdom. He has been associated with Company for more Wholetime Director & Promoter of the Company, Mr. S. N. Kamath,
than 5 years. He is working as a General Manager-Strategy and Managing Director & Promoter of the Company and a brother- in –
Business Development. His present role is to provide impetus to law of Dr. Vibha Gagan Sharma, Wholetime Director & Promoter of
expanding international business of the Company in the emerging the Company. Hence, his re-appointment is covered under section
global market. The business of the Company has been growing 188(1) of the Companies Act, 2013 and rules made thereunder,
over the years. This growth would need to be supported by requires the approval of the shareholders of the Company by way
efficient controls and processes. of Special Resolution.
As per the recommendation of the Nomination and Remuneration The particulars of the said transaction pursuant to para 3 of
Committee and the approval of Board of Directors of the Company Explanation (1) to Rule 15 of Companies (Meeting of Board and its
at its meeting held on May 18, 2019, approved and re-appointed Power) Rules, 2014 are as under:
him as a General Manager of the Company.
Name of the related Mr. Vishal Vijay Rao
Since, Mr. Arjun Gautam Ashra is a son of Mr. Gautam Rasiklal Ashra, party
Non-Executive Director and Promoter of the Company. Hence, his Name of the director Mrs. Shruti Vishal Rao
re-appointment is covered under section 188(1) of the Companies or key managerial Mr. S. N. Kamath
personnel who is related Dr. Vibha Gagan Sharma
Act, 2013 and rules made thereunder, requires the approval of the
shareholders of the Company by way of Special Resolution. Nature of relationship Mrs. Shruti Vishal Rao is Wife
Mr. S. N. Kamath is Father-in-Law
Dr. Vibha Gagan Sharma is Sister-
The particulars of the said transaction pursuant to para 3 of
in-Law
Explanation (1) to Rule 15 of Companies (Meeting of Board and its
Remuneration As provided in the resolution at
Power) Rules, 2014 are as under: item no. 10 of the Notice
Name of the related party Mr. Arjun Gautam Ashra Nature, material terms Mr. Vishal Vijay Rao has been re-
and particulars of appointed as General Manager of
Name of the director Mr. Gautam Rasiklal Ashra the arrangement or the Company on remuneration and
or key managerial contract terms & conditions as embodied in
personnel who is related the resolution.
Nature of relationship He is son of Mr. Gautam Rasiklal Duration of Contract For the period of 3 years
Ashra
Except Mrs. Shruti Vishal Rao, Mr. S. N. Kamath and Dr. Vibha Gagan
Remuneration As provided in the resolution at Sharma, none of the other Directors and Key Managerial Personnel
item no. 9 of the Notice
of the Company and their relatives are concerned or interested,
Nature, material terms Mr. Arjun Gautam Ashra has been financially or otherwise in the said resolution.
and particulars of the re-appointed as a General Manager
arrangement or contract of the Company on remuneration Accordingly, the Board recommend the passing of the resolution
and terms & conditions as
as set out in the item no. 10 as a Special Resolution for the approval
embodied in the resolution.
of the shareholders of the Company.
Duration of Contract For the period of 3 years
Item No. 11: Name of the director Mr. S. N. Kamath and Mr. Gautam
or key managerial Rasiklal Ashra
The Company has sought the approval of Board of Directors of the personnel who is
Company at their meeting held on January 29, 2019 to execute related
and enter into a Leave and License agreement for renewal of office Nature of Mr. S. N. Kamath is the Managing
premises situated at 602, Hyde Park, Saki Vihar Road, Andheri relationship Director of the Company and Mr.
Gautam Rasiklal Ashra is a Non-
(East), Mumbai- 400 072 with Mr. S. N. Kamath, Managing Director Executive Director of the Company
& Promoter of the Company and Mr. Gautam Rasiklal Ashra, and they both are also promoters of
Director & Promoter of the Company, who are the joint owners the Company.
of the said premises. Nature, material The Company had entered into a leave
terms and particulars and license agreement with Mr. S. N.
The following are the particulars of the property and terms & of the arrangement Kamath and Mr. Gautam Rasiklal Ashra,
conditions of transaction: or contract joint owners of the office premises of
Unit no. 602, Hyde Park, Saki Vihar
Road, Andheri (East), Mumbai- 400
1) Property Unit No. 602 (admeasuring 7000 sq.
072. The other terms and particulars
Description ft. (Built-Up) area along with furniture
of the contract are mentioned above.
& fixture and 14 car parkings, unit
situated on 6th floor of the building Duration of Contract For the period of 5 years
known as “Hyde Park” being and
situate on the plot of land bearing Accordingly the said resolution as set out in the item no. 11 as an
Survey No. 680 situate at Opp. Ordinary Resolution for the approval of the shareholders of the
Ansa Ind. Estate, Saki Vihar Road,
Andheri (East), Mumbai-400 072 in Company.
the Registration Sub-District Bandra,
Mumbai Suburban District Mumbai. By Order of the Board of Directors
MR. S. N. KAMATH
Age 65 years
Qualification Intermediate
Expertise in Specific Functional Area More than 35 years in trading of pharmaceuticals
Date of first Appointment on the Board of the Company May 09, 2006
Executive & Non-Executive Director of the Company Executive Director (Managing Director)
Whether he is Independent Director of the Company or not No
Whether falls under Promoter and Promoter Group of the Yes
Company
No. of shares held in the Company 3,43,57,024 equity shares
Terms and conditions of re-appointment As per the resolution at item no. 4 of the Notice convening this
Annual General Meeting read with explanatory statement thereto, Mr.
S. N. Kamath is proposed to be re-appointed as a Managing Director.
Remuneration last drawn (including sitting fees, if any) Refer the Corporate Governance Report
Remuneration sought to be paid As per the Notice of AGM
Number of Meetings of the Board attended during the year 5 out of 5
MR. S. N. KAMATH
Chairman/Member of Committees of the Board of which Bliss GVS Pharma Limited
he/she is a Director Member of Audit Committee
Member of Corporate Social Responsibility Committee
Other Directorship in Indian/Foreign Companies • Bliss GVS International Pte. Limited
• Bliss GVS Clinic Healthcare Pte. Limited
• Asterisk Lifesciences GH Limited
• Kremoint Pharma Private Limited
• EIPII Exports Private Limited
• Asterisk Lifesciences Limited, UK
Relationship with other Directors/Key Managerial Personnel Father of Dr. Vibha Gagan Sharma & Mrs. Shruti Vishal Rao and not
related to any Directors/Key Managerial Personnel
Comparative remuneration profile with respect to industry, size of the Company, profile of
the position and person:
Taking into size of the Company, industry benchmark in general, profile, position the proposed remuneration is in line with the current
remuneration structure of industry.
Consolidated
7. Change in the Nature of
During the financial year 2018-19, total income of the Company
Business, if any:
on consolidated basis increased to ` 93,587.75 Lakhs as against There was no change in the nature of business of the Company or
` 84,167.50- Lakhs in the previous year a growth of 20%. PBT any of its subsidiaries during the financial year.
of ` 18,191.31 Lakhs as against ` 17,949.06 Lakhs in the previous
year, PAT of ` 12,666.27 Lakhs as against ` 8,866.49 Lakhs in the
previous year. 8. Material changes and
commitment, if any,
3. Consolidated Financial
affecting the financial
Statements:
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure
position of the Company:
Requirements) Regulations, 2015 and applicable provisions of During the financial year under review, there were no material
the Companies Act, 2013 read with the rules made thereunder, changes and commitments affecting the financial position of the
the Consolidated Financial Statements of the Company for the Company.
financial year 2018-19 have been prepared in compliance with
The parameters for the performance evaluation of the Independent iv. the Directors have prepared the annual accounts on a ‘going
Directors includes attendance, listing of views of others, active concern’ basis;
participation in the meetings, knowledge of latest developments
in applicable laws to the Company, financial reporting, comment v. the Directors have laid down internal financial controls to be
on draft minutes etc. followed by the Company and that such internal financial
controls are adequate and are operating effectively; and.
The parameters for the performance evaluation of the statutory
committees includes composition of committees, terms of vi. the Directors have devised proper systems to ensure
reference, recommendations to the board, etc. compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
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/ 18. Audit Reports and
Auditors:
investors/policies-and-codes.
16. Corporate Governance: The Auditors’ Report for the financial year ended March 31, 2019
on the financial statements of the Company is a part of the Annual
A Report on Corporate Governance as required by Chapter IV Report. The Auditors’ Report for the financial year ended March 31,
read with Schedule V, Part C of the SEBI (Listing Obligations and 2019 does not contain any qualifications, reservations or adverse
Disclosure Requirements) Regulations, 2015, forms part of the remark.
Directors’ Report is annexed herewith as ‘Annexure - VIII’ and also
form part of this Annual Report.
Secretarial Auditor:
17. Directors’ Responsibility M/s. Ramesh Chandra Mishra & Associates, Company Secretary
in Practice was appointed to conduct the secretarial audit of the
Statement: Company for the financial year 2018-19, as required under Section
204 of the Companies Act, 2013 and rules thereunder. The
Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including Secretarial Audit Report for the financial year 2018-19 is annexed
any statutory modification(s) or re-enactment(s) for the time being herewith as ‘Annexure – VI’ to this Directors’ Report.
in force), the Board of Directors of your Company confirm that;
The Board has re-appointed M/s. Ramesh Chandra Mishra &
i. in the preparation of the annual accounts for the financial year Associates, Company Secretary in Practice, as secretarial auditor
ended March 31, 2019, the applicable accounting standards read of the Company for the financial year 2019-20.
with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same;
26. Whistle Blower Policy/ with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Vigil Mechanism: employee(s) drawing remuneration in excess of limits set out in
said rules forms part of this Directors’ Report.
In terms of the provisions of Section 177(9) of the Companies
Act, 2013, the Company has implemented a vigil mechanism Considering the first proviso to Section 136(1) of the Companies
named Whistle Blower Policy to deal with instance of fraud and Act, 2013, the Annual Report is being sent to the members of
mismanagement, if any, in staying true to our values of Strength, the Company and others entitled thereto. The said information is
Performance and Passion and in line with our vision of being available for inspection at the registered office of the Company
one of the most respected companies in India, the Company is during business hours from 11 a.m. to 2 p.m. on working days
committed to the high standards of Corporate Governance and of the Company up to the date of the ensuing Annual General
stakeholder responsibility. Meeting. Any shareholder interested in obtaining a copy thereof,
may write to the Company Secretary in this regard.
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
29. Insurance of Assets:
confidentiality is maintained whilst dealing with concerns and
All the fixed assets, finished goods, semi-finished goods, raw
also that no discrimination will be meted out to any person for a
material, packing material and goods of the company lying at
genuinely raised concern.
different locations have been insured against fire and allied risks.
27. Disclosure under SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’
and ‘General Meetings’, respectively issued by the Institute of
impacting the going concern status of the Company and its discharge of effluents, commissioning of Waste Heat recovery
operations in future; systems, and so on to ensure the Reduction, Recovery and Reuse
of effluents & other utilities. Monitoring and periodic review of the
iii. The information on conservation of energy, technology designed SHE Management System are done on a continuous
absorption and foreign exchange earnings and outgo as basis.
stipulated under Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, is set out in
this Directors’ Report; 32. Bank and Financial
iv. During the financial year, none of the Auditors of the Institutions:
Company have reported any fraud as specified under the
second proviso of Section 143 (12) of the Companies Act, 2013 The Board of Directors of the Company are thankful to their
(including any statutory modification(s) or re-enactment(s) bankers for their continued support to the Company.
thereof for the time being in force);
v. During the financial year, the Company has not issued any 33. Acknowledgements:
ESOP scheme for its employees/Directors. Further, the
Your Directors would like to express their appreciation for the
Company has not issued any sweat equity shares or shares
assistance and co-operation received from the financial institutions,
having differential voting rights.
banks, Government authorities, customers, vendors and members
during the financial year under review. Your Directors take on
31. Environmental, Safety record their deep sense of appreciation to the contributions
made by the employees through their hard work, dedication,
and Health: competence, support and co-operation towards the progress of
your Company.
Your Company is committed to ensure a sound Safety, Health and
Environment (SHE) performance related to its activities, products For and on behalf of the Board of Directors
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
Sd/- Sd/-
such as Process Automation for increased safety and reduction Mayank Mehta S. N. Kamath
of human error element, Enhanced level of training on Process Chairman Managing Director
and Behavior based safety, adoption of safe & environmental Place: Mumbai
friendly production process, Installation of Bioreactors, Chemical Date: May 18, 2019
ROs, Multiple effect evaporator and Incinerator, etc. to reduce the
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. Name of Reporting Rate Capital Reserve Total Total Investment Turnover Profit/ Provision Profit/ Proposed % of
No. Subsidiary Currency Assets Liabilities other than (Loss) for (Loss) Dividend Shareholding
Company Investment in before Taxation After
subsidiary Taxation Taxation
1 Bliss GVS 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
International
1) Bliss International Pte. Limited (Consolidated) figures includes its subsidiaries Greenlife Bliss Healthcare Ltd in which Bliss GVS International Pte. Limited holds 51%.
2) Kremoint Pharma Private Limited (Consolidated) figures includes its subsidiaries EIPII Exports Pvt. Limited and Eco Rich Cosmetic India Private. Limited in which Kremoint Pharma Private Limited
holds 70% and 60% respectively. The dividend proposed by the Board of Directors of Kremoint 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. April-March
Sd/-
S. N. Kamath
Managing Director
Place: Mumbai
Date: May 18, 2019
Overview Statutory Section Financial Section
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 sub-
section (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. Name of the Related Party and Nature of Transactions Duration Salient Terms ` in Lakhs
No. Relationship
1 Bliss GVS International Pte. Limited Sale of Goods Ongoing On arm’s length basis and in 539.92
Interest Income ordinary course of business 19.97
2 Kremoint Pharma Private Limited Labour Charges Ongoing On arm’s length basis and in 2.37
Dividend Received ordinary course of business 12.60
Sale of Goods 15.95
Interest Income 5.40
3 Bliss GVS Clinics Healthcare Pte. Loan given received back Ongoing On arm’s length basis and in 5,526.13
Limited Interest Received ordinary course of business 293.71
Interest Income 5.60
4 Asterisk Lifesciences Limited, UK Interest Income Ongoing On arm’s length basis and in 0.09
ordinary course of business
5 Mr. Gautam R. Ashra Rent Ongoing On arm's length basis and in 44.12
Sitting Fees ordinary course of business 1.50
6 Mrs. Mamta Gautam Ashra Rent Ongoing On arm's length basis and in 63.73
ordinary course of business
7 Mrs. Shruti V. Rao Loan taken Repaid Ongoing On arm’s length basis and in 582.00
Interest Expenses ordinary course of business 30.24
8 Mr. S. N. Kamath Rent Ongoing On arm’s length basis and in 107.85
ordinary course of business
9 Kanji Forex Private Limited Expenses- Purchase of Ongoing On arm’s length basis and in 83.41
foreign currency ordinary course of business
10 Lozen Pharma Private Limited Purchase of Goods Ongoing On arm’s length basis and in 66.68
ordinary course of business
11 Asterisk Lifesciences GH Limited Sale of goods Ongoing On arm’s length basis and in 570.31
ordinary course of business
12 Plastic Ingenuities Private Limited Purchase of Goods Ongoing On arm’s length basis and in 182.37
ordinary course of business
Sd/-
S. N. Kamath
Place: Mumbai Managing Director
Date: May 18, 2019
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.
3. Average net profit of the Company for the last three financial years:
Average Net Profit - ` 9,414.65 Lakhs
Sr. CSR project or Sector in Projects or programs Amount outlay Amount Cumulative Amount spent:
No. activity which the (1) Local area or other (budget) spent on the expenditure Direct or through
Project is (2) Specify the State project or projects or upto to the Qimplementing
covered and district where programs wise programs reporting agency
projects or programs period
was undertaken (` in Lakhs) (` in Lakhs) (` in Lakhs)
1) Contribution Providing Mumbai, Maharashtra 200 200 200 Project
to community help to implemented by
health care Healthcare Shri Chaitanya Seva
programs Trust
Sd/- Sd/-
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:
(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:
(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.
(i) The following details are given hereunder in respect of employees employed throughout the year and were in receipt of
remuneration aggregating ` 1.02 Crores or more per annum.
Employee Name Designa- Educational Age Experience Date of Gross Previous Whether such Whether
tion Qualification (in years) Joining Remu- Employ- employee such
neration ment and holds by employee is
paid Designa- himself or a relative of
in the tion alongwith any Director
financial his spouse or or Manager
year dependent and if yes
2018-19 children not name of the
(in lakhs) less than 2% Director or
of the Equity Manager
Shares of the
Company
Mr. S. N. Kamath Managing Intermediate 65 35+ May 09, 197.78 Not Yes Yes. He is
Director years 2006 Applicable 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 ` 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.
Sd/-
S. N. Kamath
Place: Mumbai Managing Director
Date: May 18, 2019
FORM-MGT-9
Extract of Annual Return as on the financial year ended March 31, 2019
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
i CIN L24230MH1984PLC034771
ii Registration Date 11/12/1984
iii Name of the Company BLISS GVS PHARMA LIMITED
iv Category/Sub-Category of the Company Limited by Shares/ Indian Non-Government Company
v Whether listed Company (Yes/No) Yes
vi Address of the Registered Office and contact 102, Hyde Park, Saki Vihar Road, Andheri (East) Mumbai-400072 Email:
details [email protected] Tel No.+91-22-42160000
vii Name, Address and Contact details of Registrar Universal Capital Securities Private Limited
and Transfer Agent, if any 21, Shakeel Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road,
Andheri (East) Mumbai - 400 093 Tel No:+91-22-28366620
All the business activities contributing 10% or more of the total turnover of the Company shall be stated:
Sr. No. Name and Description of Main NIC Code of the Product % to total turnover of the Company
1. Pharmaceuticals 21002 100%
As on March 31, 2019 following are the Subsidiary/Associate Companies of the Company:
Sr. Name and Address of the Company CIN/GIN Holding/ Subsidiary % of shares Applicable
No. of the Company held Section
1 Bliss GVS International Pte. Limited NA Subsidiary 100% 2(87)
30 Cecil Street, #19-08 Prudential Tower,
Singapore 049712
2 Bliss GVS Clinic Health Care Pte. Limited NA Subsidiary 100% 2(87)
30 Cecil Street, #19-08 Prudential Tower,
Singapore 049712
3 Asterisk Lifesciences Limited NA Subsidiary 100% 2(87)
350, Kilburn Lane, London, W9 3EF
4 Kremoint Pharma Private Limited U24230MH1992 Subsidiary 70% 2(87)
B-8, Additional Ambernath MIDC, Opp. Anand Nagar PTC066737
Octroi Naka, Ambernath-421506
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
(i) Category-wise Share Holding:
Sr. Category of Number of Shares held at the Number of Shares held at the % Change
No. Shareholder beginning of the year end of the year during the
year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A Promoters
1 Indian
a Individuals / HUF 6,20,57,046 - 6,20,57,046 60.16 4,29,07,046 - 4,29,07,046 41.6 -18.57
b Central - - - - - - - - -
Government
c State - - - - - - - - -
Government(s)
Sr. Category of Number of Shares held at the Number of Shares held at the % Change
No. Shareholder beginning of the year end of the year during the
year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
ii Overseas - - - - - - - - -
b Individuals
i Individuals— 90,74,838 39,79,158 1,30,53,996 12.66 88,26,146 22,36,447 1,10,62,593 10.73 -1.93
Shareholders
holding nominal
share capital upto
of ` 1 lakh
ii Individual 22,24,361 - 22,24,361 2.16 21,68,358 0 21,68,358 2.1 -0.05
Shareholders
holding nominal
share capital
excess of ` 1 Lakh
c Others (specify) - - - - - - - - -
i Clearing Member 6,20,834 - 6,20,834 0.6 25,35,482 25,35,482 2.46 1.86
ii Trusts - - - - - - - - -
iii NRI / OCBs 15,78,597 8,43,680 24,22,277 2.35 11,40,486 1,73,500 13,13,986 1.27 -1.07
iv Foreign Nationals - - - - - - - - -
v Foreign Corporate 1,38,915 - 1,38,915 0.13 2,95,890 - 2,95,890 0.29 0.15
Body
vi LLP / Partnership 2,08,412 - 2,08,412 0.2 5,12,290 - 5,12,290 0.5 0.39
Firm
vii IEPF - - - - 21,23,227 - 21,23,227 2.06 2.06
Sub Total (B)(3) 2,48,82,948 48,80,198 2,97,63,146 28.86 3,14,86,849 24,58,867 3,39,45,716 32.91 4.05
Total Public 3,61,92,548 48,97,078 4,10,89,626 39.84 5,77,80,759 24,58,867 6,02,39,626 58.4 18.57
Shareholding
(B) = (B) (1) + (B)
(2) + (B)(3)
TOTAL (A)+(B) 9,82,49,594 48,97,078 10,31,46,672 100 10,06,87,805 24,58,867 10,31,46,672 100 -
C Custodians for - - - - - - - - -
GDRs and ADRs
Grand Total (A) + 9,82,49,594 48,97,078 10,31,46,672 100 10,06,87,805 24,58,867 10,31,46,672 100 -
(B) + (C)
* Mr. Gautam Rasiklal Ashra holding 5,00,000 shares through Private Trust.
Note: Except mentioned above, there is no change in Shareholding of Promoter & Promoter Group of the Company.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. Particulars Reason for Shareholding at the beginning Shareholding at the end of the
No. change of the year- April 01, 2018 year- March 31, 2019
No. of % of total No. of % of total
Shares Shares of the Shares Shares of the
Company Company
1. Arian Investment Limited
At the beginning of the year 0 0.00 0 0.00
Date of Increase- 27/12/2018 Transfer 95,10,281 9.22 95,10,281 9.22
Date of Increase- 04/01/2019 Transfer 5,12,250 0.5 1,00,22,531 9.72
At the end of the year 1,00,22,531 9.72 1,00,22,531 9.72
2. Gulbarga Trading And Investment Pvt. Ltd
At the beginning of the year 58,75,000 5.70 58,75,000 5.70
At the end of the year 58,75,000 5.70 58,75,000 5.70
3. Polus Global Fund
At the beginning of the year 0 0.00 0 0.00
Date of Increase- 01/02/2019 Transfer 9,50,000 0.92 9,50,000 0.92
Date of Increase-01/02/2019 Transfer 83,00,000 8.05 83,00,000 8.05
Date of Decrease-11/02/2019 Transfer -42,00,000 -4.07 -42,00,000 -4.07
At the end of the year 50,50,000 4.90 50,50,000 4.90
4. Fidelity Puritan Trust-Fidelity Low-Priced
Stock Fund
At the beginning of the year 46,00,000 4.46 46,00,000 4.46
Sr. Particulars Reason for Shareholding at the beginning Shareholding at the end of the
No. change of the year- April 01, 2018 year- March 31, 2019
No. of % of total No. of % of total
Shares Shares of the Shares Shares of the
Company Company
Date of Increase-26/10/2018 Transfer 8,983 0.01 11,94,610 1.16
Date of Decrease-02/11/2018 Transfer -1,03,380 -0.1 10,91,230 1.06
Date of Decrease-09/11/2018 Transfer -83,098 -0.08 10,08,132 0.98
Date of Increase-16/11/2018 Transfer 32,295 0.03 10,40,427 1.01
Date of Increase-23/11/2018 Transfer 11,001 0.01 10,51,428 1.02
Date of Decrease-14/12/2018 Transfer -23,000 -0.02 10,28,428 1
Date of Decrease-11/01/2019 Transfer -40 0 10,28,388 1
Date of Decrease-01/02/2019 Transfer -1,74,860 -0.17 8,53,528 0.83
At the end of the year 8,53,528 0.83 8,53,528 0.83
7. Jashvant Mansukhlal Shah
At the beginning of the year 9,50,000 0.92 9,50,000 0.92
Date of Decrease-08/02/2019 Transfer -1,39,000 -0.13 8,11,000 0.79
Date of Decrease-15/02/2019 Transfer -12,000 -0.01 7,99,000 0.77
Date of Decrease-22/02/2019 Transfer -99,000 -0.1 7,00,000 0.68
Date of Decrease-08/03/2019 Transfer -13,400 -0.01 6,86,600 0.67
Date of Decrease-15/03/2019 Transfer -7,600 -0.01 6,79,000 0.66
Date of Decrease-22/03/2019 Transfer -50,000 -0.05 6,29,000 0.61
Date of Decrease-30/03/2019 Transfer -50,000 -0.05 5,79,000 0.56
At the end of the year 5,79,000 0.56 5,79,000 0.56
8. Fidility Group Trust For Employee
Benefit Plans Fiedlity Low-Priced Stock
Commingled Pool
At the beginning of the year 6,17,308 0.60 6,17,308 0.60
Date of Decrease-12/10/2018 Transfer -300 0 6,17,008 0.6
Date of Decrease-16/11/2018 Transfer -100 0 6,16,908 0.6
Date of Decrease-23/11/2018 Transfer -7,600 -0.01 6,09,308 0.59
Date of Decrease-30/11/2018 Transfer -8,600 -0.01 6,00,708 0.58
Date of Decrease-21/12/2018 Transfer -9,066 -0.01 5,91,642 0.57
Date of Decrease-31/12/2018 Transfer -28,434 -0.03 5,63,208 0.55
Date of Decrease-22/02/2019 Transfer -7,500 -0.01 5,55,708 0.54
At the end of the year 5,55,708 0.54 5,55,708 0.54
9. Globe Capital Market Limited
At the beginning of the year 5,41,828 0.53 5,41,828 0.53
Date of Increase-06/04/2018 Transfer 33,940 0.03 5,75,768 0.56
Date of Decrease-13/04/2018 Transfer -209 0 5,75,559 0.56
Date of Increase-20/04/2018 Transfer 1,09,720 0.11 6,85,279 0.66
Date of Increase-27/04/2018 Transfer 28,545 0.03 7,13,824 0.69
Date of Decrease-04/05/2018 Transfer -16,382 -0.02 6,97,442 0.68
Date of Decrease-11/05/2018 Transfer -95 0 6,97,347 0.68
Date of Increase-18/05/2018 Transfer 67,313 0.07 7,64,660 0.74
Date of Increase25/05/2018 Transfer 2,08,510 0.2 9,73,170 0.94
Date of Increase-01/06/2018 Transfer 60,820 0.06 10,33,990 1
Date of Increase-08/06/2018 Transfer 39,004 0.04 10,72,994 1.04
Date of Increase-15/06/2018 Transfer 40,520 0.04 11,13,514 1.08
Date of Increase-22/06/2018 Transfer 19,930 0.02 11,33,444 1.1
Date of Increase-30/06/2018 Transfer 4 0 11,33,448 1.1
Sr. Particulars Reason for Shareholding at the beginning Shareholding at the end of the
No. change of the year- April 01, 2018 year- March 31, 2019
No. of % of total No. of % of total
Shares Shares of the Shares Shares of the
Company Company
Date of Decrease-25/05/2018 Transfer -1,619 0 5,521 0.01
Date of Decrease-01/06/2018 Transfer -2,020 0 3,501 0
Date of Decrease-15/06/2018 Transfer -2,000 0 1,501 0
Date of Decrease-22/06/2018 Transfer -100 0 1,401 0
Date of Decrease-30/06/2018 Transfer -302 0 1,099 0
Date of Increase-13/07/2018 Transfer 11,827 0.01 12,926 0.01
Date of Increase-20/07/2018 Transfer 2,324 0 15,250 0.01
Date of Decrease-27/07/2018 Transfer -297 0 14,953 0.01
Date of Increase03/08/2018 Transfer 416 0 15,369 0.01
Date of Decrease-10/08/2018 Transfer -3,916 0 11,453 0.01
Date of Decrease-17/08/2018 Transfer -8,500 -0.01 2,953 0
Date of Decrease-29/09/2018 Transfer -252 0 2,701 0
Date of Decrease-05/10/2018 Transfer 3,181 0 5,882 0.01
Date of Decrease-12/10/2018 Transfer -25 0 5,857 0.01
Date of Decrease-26/10/2018 Transfer -2,705 0 3,152 0
Date of Decrease-09/11/2018 Transfer -300 0 2,852 0
Date of Decrease-30/11/2018 Transfer -2,170 0 682 0
Date of Decrease-14/12/2018 Transfer -70 0 612 0
Date of Increase-21/12/2018 Transfer 1,00,065 0.1 1,00,677 0.1
Date of Decrease-31/12/2018 Transfer -1,00,145 -0.1 532 0
Date of Increase-04/01/2019 Transfer 502 0 1,034 0
Date of Decrease-11/01/2019 Transfer -362 0 672 0
Date of Increase-18/01/2019 Transfer 3,59,417 0.35 3,60,089 0.35
Date of Increase-25/01/2019 Transfer 2,28,115 0.22 5,88,204 0.57
Date of Decrease-01/02/2019 Transfer -76,520 -0.07 5,11,684 0.5
Date of Increase-08/02/2019 Transfer 81,265 0.08 5,92,949 0.57
Date of Increase-15/02/2019 Transfer 7,17,975 0.7 13,10,924 1.27
Date of Increase-22/02/2019 Transfer 1,33,521 0.13 14,44,445 1.4
Date of Increase-01/03/2019 Transfer 2,40,670 0.23 16,85,115 1.63
Date of Increase-08/03/2019 Transfer 6,580 0.01 16,91,695 1.64
Date of Increase-15/03/2019 Transfer 1,21,836 0.12 18,13,531 1.76
Date of Decrease-22/03/2019 Transfer -9,02,911 -0.88 9,10,620 0.88
Date of Increase-30/03/2019 Transfer 86,812 0.08 9,97,432 0.97
At the end of the year 9,97,432 0.97 9,97,432 0.97
Except mentioned above none of the Director and Key Managerial Personnel holding shares in the Company.
V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(` in Lakhs)
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year:
i) Principal Amount 1,116.07 682 - 1,798.07
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 15.1 - - 15.1
Total (i+ii+iii) 1,131.17 682 - 1,813.17
Change in Indebtedness during the financial year:
Addition 3,384.04 - - 3,384.04
Reduction 966.81 582 - 1,548.81
Reinstatement 44.01 - - 44.01
Net Change 2,373.22 -582 - 1,791.22
Indebtedness at the end of the financial year:
i) Principal Amount 3,504.38 100 - 3,604.38
ii) Interest due but not paid - 15.3 - 15.3
iii) Interest accrued but not due 26.06 - - 26.06
Total (i+ii+iii) 3,530.45 115.3 - 3,645.75
* Mrs. Sushama Yadav has resigned from Company Secretary of the Company and Ms. Aditi Bhatt has been appointed as Company Secretary
of the Company with effect from August 09, 2018.
To,
The Members,
Bliss GVS Pharma Limited
102, Hyde Park, Saki Vihar Road,
Andheri (East), Mumbai- 400072.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by Bliss GVS Pharma Limited (hereinafter called the Company). Secretarial Audit conducted in a manner that provided us a reasonable basis
for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of
secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March
31, 2019 (hereinafter called the ‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial
year ended on March 31, 2019 according to the provisions of:
a. The Companies Act, 2013 (the Act) and the rules made there under;
b. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
c. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
d. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);
e. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
1) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
2) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
3) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ;
4) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
5) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the
Company during the Audit Period);
6) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
7) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company
during the Audit Period); and
8) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the Company during
the Audit Period)
ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards,
etc. as mentioned above.
We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, had not reviewed in this
Audit since the same have been subject to review by statutory financial audit and other designated professionals.
We further report that the Board of Directors of the Company was duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors of the Company
during the period under review.
We further report that adequate notice given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda was
send at least seven days in advance to all Directors, and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the meetings duly recorded and
signed by the Chairman, the decisions of the Board were unanimous and no dissenting view has recorded.
We further report that, there are adequate systems and processes in the Company commensurate with the size and operations of the
Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Sd/-
Ramesh Chandra Mishra
Company Secretary in Practice
FCS: 5477 C.P.: 3987
Place: Mumbai
Date: May 18, 2019
This report is to read with our letter of even date, which annexed as Annexure A and forms an integral part of this report.
To,
The Members,
Bliss GVS Pharma Limited
102, Hyde Park, Saki Vihar Road,
Andheri (East), Mumbai- 400072.
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion
on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of
the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial
records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the company.
Sd/-
Ramesh Chandra Mishra
Company Secretary in Practice
FCS: 5477 C.P.: 3987
Place: Mumbai
Date: May 18, 2019
The global economy is expected to grow by approximately As per Market Research Reports Search Engine analysis, developing
2.6% in 2019. As per World Bank, growth among emerging and economies such as Brazil, Russia, India and China are the most
developing economies is forecasted to fall to a 4-year low of 4% in lucrative markets for branded generics. A big aspect that is driving
2019. The growth is constrained by sluggish investments and risks the global branded generics market is the increasing spending
including rising trade barriers, renewed financial stress, and sharper on healthcare in both emerging and developed economies.
than expected slowdowns in several major economies. Current Furthermore, the global branded generics market is also driven by
economic momentum remains weak, while heightened debt patent expiries of blockbuster drugs.
levels and subdued investment growth in developing economies
are holding countries back from achieving their potential. With APEJ accounts for the largest revenue share in the branded
growth in advanced economies is projected to gradually decline to generics market owing to lack of worldwide health coverage
about 1.7% once economic slack is eliminated, the further pickup and higher per capita expenditure on healthcare. Pharmaceutical
in global activity will entirely be driven by emerging markets and spending in China reached USD 137 Bn in 2018 and is expected to
developing economies. reach USD 140−170 Bn by 2023.
China and Japan are expected to be among the emerging 12 | Bliss for short period of time. However, there has been a vast difference
GVS Pharma Limited between the growth and potential within various geographies.
The non-resource intensive regions are expected to grow at 5%
importers of Indian pharmaceutical drugs. The industry’s future or more, resulting in a faster per capita income growth against the
depends on the cost, completion and compliance in the Chinese rest of the world. On the other hand, a slower improvement in the
market which have large potential and growth opportunities for living standards are expected out of resource intensive countries.
the Indian Pharmaceutical companies. Further, US will continue to Even with the different economic prospects and policy priorities,
provide robust growth in the sector in FY20. However, the major the countries share a common challenge of creating a sustainable
challenge for the industry will be in terms of maintaining a lower growth. To overcome this challenge, the countries need to build
cost given the increasing regulatory requirements around the a financial space with revenue mobility boosting the overall
globe. production and investments within the regions.
Company Overview
in the coming decades, there is enormous potential in these
largely untapped markets with huge market potential and its major
applications are in paediatrics, geriatrics & gynaecology.
BGPL is engaged in manufacturing, marketing and exporting
of more than 250 branded formulations that span across 20+
Standalone
Consolidated
Revenue Breakup of Therapeutic Segments geographical presence in the regulated and emerging markets.
The tremendous growth potential in these markets allow us to
(FY19) capture a larger market share by creating and building brands.
Additionally, we have commenced registrations of products in the
For FY19, the revenue share from therapeutic segment of anti- South East Asian market. Independently done product registrations
malarial was the highest at 36%. The therapeutic segments will give an additional operational leverage while negotiating with
which contributed significantly, following behind antimalarial, the potential partners.
were antifungal and antibacterial at 15%, anti-inflammatory at 9%,
antibiotic at 4% and other therapeutic segments sharing about Further, the increased international and domestic demand
16.09%. due to the spreading awareness about safety and efficiency of
suppositories, there is a remarkable potential within the sector.
To accommodate this increasing demand and geographical
Research and Development
expansion, the company during the year commenced
The company has strengthened its R&D function for development construction of a state-of -the-art manufacturing facility. Post
of new products for both the developed & regulated market batch validations and subsequently coming out with couple of
and the global markets. The Mumbai based R&D facility serve products, we will apply for approval from regulatory agencies of
as a backbone for BGPL, delivering innovative products, with an US and UK. Additionally, we have already established our offices
experienced team of 30+ core scientists and an overall team in Myanmar, Philippines and a representative office in Vietnam to
of 80+ researchers. The R&D team is committed to build safe, acquire product registrations and cater to the fast growing South
pure and efficacious drugs that meet evolving patient-needs and East Asian market which contributes to 30% of the global branded
regulatory standards. generics market.
BGPL’s R&D Centre is duly recognized by the Department of Our R&D department has an important role to play in the growth
Scientific and Industrial Research (DSIR), Government of India of the company. During the year, BGPL has approximately doubled
which is proficient in development of Suppositories, Semi Solids the R&D expenditure against FY18, for the development of new
and Oral Solids The facility is well equipped with all the required and improved formulations targeting the developed and global
instruments like Particle Size Analyser, Gas Chromatography, High- economies. Expertise in the niche pharmaceutical products will
Performance Liquid Chromatography, Dissolution Tester, Stability serve as a growth trigger to acquire a larger market share.
Chambers and Lab Scale Manufacturing machines.
Internal Control System And Adequacy
Challenges The internal control systems provide for well-defined policies,
Being an export-oriented company, the biggest obstacle faced by guidelines and authorizations and approval procedures. The
the business is due to the volatility in the regulatory requirements. Company has imbibed internal control procedures commensurate
Geographical presence in more than 64 emerging markets operations and capacities. These business procedures ensure
require us to be constantly updated with the changing guidelines. optimum use and protection of the resources, to ensure that all
We appreciate the backbreaking work of our teams to keep the assets are safeguarded against loss from unauthorized use or
products within the regulatory standards and keep a strong disposition, compliance with the requisite
quality control of our products. The efficient and experienced
team enables the company to deliver enhanced and specialized Overview Statutory Section Financial Section
products to the targeted audience.
policies, procedures and statues. Audits are conducted on an on-
Foreign exchange volatility plays a key role in fluctuating the overall going basis and significant deviations are brought to the notice
revenues of the company. The management takes adequate of Audit Committee and Board of Directors following which
measures to mitigate such risks. corrective action is recommended for implementation.
Further, the increased cost due to higher regulatory requirements The Audit Committee of the Board of Directors approves and
is a challenge for the company. The teams and manufacturing reviews audit plans for the year based on internal risk assessment.
facility operate in the most optimal manner to keep a low cost and All these measures facilitate timely detection of any irregularities
competitive pricing of our products. and proactive remedial steps.
Report on Corporate
Governance
Non-Executive Directors. The composition of the Board is in
1) Company’s Philosophy: conformity with Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (including
Bliss GVS Pharma Limited (“the Company” or “Bliss GVS”) governance
any statutory modification(s) or reenactment thereof for the
philosophy is based on transparency and accountability. Good
time being in force) (‘Listing Regulations’) read with Section
Corporate Governance is not an end in itself. It is the means
149 of the Companies Act, 2013 and rules made there under
to create confidence with stakeholders and establish business
(including any statutory modification(s) or re-enactment(s)
integrity for an organization. Bliss GVS has come a long way in
thereof for the time being in force) (‘Act’).
adopting some of the key principles of Corporate Governance
like transparency, fairness, disclosures and accountability and The number of Directorships, Committee Memberships/
these principles have been strongly cemented in the pillars, it Chairmanships of all Directors is within the limits prescribed
has been founded upon. The business strategies and operations under the Act and Listing Regulations. Necessary disclosures
of the Company are governed by these principles to ensure regarding Board and Committee positions in other public
fiscal accountability, ethical corporate behavior and fairness to all Companies as on March 31, 2019 have been made by all the
stakeholders. Directors of the Company.
iv. Board Meetings: The Managing Director & CFO and other members make
presentations to the Board on matters including but not
The Board meets at regular intervals to discuss and decide limited to the Company’s performance, operations, plans,
on Company/business policy and strategy apart from quarterly and annual financial results, compliance reports of
other Board business. The Board/Committee Meetings are applicable laws, etc. The Board has complete access to any
pre-scheduled and a tentative calendar of the Board and information within the Company which includes information
Committee Meetings is circulated to the Directors well in as specified in Regulation 17 and Part A of Schedule II of the
advance to facilitate them to plan their schedule and to ensure Listing Regulations. In addition to these matters, the Board
meaningful participation in the meetings. However, in case of also has access to such other information which is relevant
a special and urgent business need, the Board’s approval is for its decision making.
taken by passing resolutions by circulation, as permitted by
law, which is noted and confirmed in the subsequent Board In compliance with the provisions of Regulation 17 of Listing
meeting. Regulations and section 173 of the Act, Board met 5 (Five)
times during the financial year to review the performance and
to deliberate and consider other items on the agenda. The
v. Information provided to the Board: dates on which the said meeting were held:
The notice of Board meeting is given well in advance to all May 17, 2018, August 09, 2018, November 02, 2018, January
the Directors. Usually, meetings of the Board are held at the 29, 2019 and February 25, 2019.
Register office of the Company. The Agenda of the Board
/Committee meetings is set by the Company Secretary in The Maximum interval between any 2 (Two) consecutive
consultation with the Chairman and the Managing Director & Board meetings was well within the maximum allowed gap of
Chief Financial Officer (‘CFO’) of the Company. The Agenda 120 (One Hundred and twenty) days. The necessary quorum
is circulated a week prior to the date of the meeting. The was present for all the meetings.
Agenda for the Board and Committee meetings cover items
set out as per the guidelines in Listing Regulations to the The details of attendance at Board Meetings held during
extent it is relevant and applicable. The Agenda for the Board the financial year 2018-19 and at the 33rd Annual General
and Committee meetings include detailed notes on the items Meeting held on August 24, 2018 (‘AGM’) of the Company are
to be discussed at the meeting to enable the Directors to take detailed below:
an informed decision.
Name of Director* Category No. of Board Attendance **No. of No. of Committee No. of shares
Meetings at 33rd Directorship positions in Mandatory held in the
attended AGM (as on Committees*** Company
during the 31.03.2019) (as on 31.03.2019) as on
year 2018-19 31.03.2019
Chairman Member
Mr. Mayank S. Mehta Independent 5 Yes 2 2 1 Nil
(Chairman & Director) Non-Executive
Mr. S. R. Vaidya Independent 4 Yes 1 1 1 Nil
(Director) Non-Executive
Mr. Santosh Parab Independent 5 Yes 1 - 1 2,300
(Director) Non-Executive
Mr. Gautam R. Ashra Non Independent 5 Yes 9 1 1 2,918,302
(Director) Non-Executive
Dr. Vibha G. Sharma Executive 5 Yes - - 1 Nil
(Whole time Director) Director
Mrs. Shruti V. Rao Executive 5 Yes - - 2 Nil
(Wholetime Director) Director
Mr. S. N. Kamath Executive 5 Yes 2 - 2 3,43,57,024
(Managing Director) Director
*Mr. Gautam R. Ashra, Dr. Vibha G. Sharma, Mrs. Shruti V. Rao, Mr. S. N. Kamath are Promoters-Shareholders of the Company.
**Excludes Directorships in the Bliss GVS, Associations, Foreign Companies, Government Bodies, Companies Amalgamated and Companies
registered under Section 8 of the Act.
***Only Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders
Relationship Committee of Indian Public Companies have been considered for committee positions.
None of the Director of the Company is Director of any other listed entity except Bliss GVS Pharma Limited.
a. Matters required being included in Directors’ 17) To look into the reasons for substantial defaults in the
Responsibility Statement included in Directors’ report. payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors.
b. Changes, if any, in accounting policies and practices
and reasons for the same. 18) To review the functioning of the Whistle Blower mechanism.
c. Major accounting entries based on exercise of judgment 19) Approval of appointment of CFO (i.e. the whole-time Finance
by management. Director or any other person heading the finance function or
discharging that function) after assessing the qualifications’,
d. Significant adjustments made in the financial statements experience and background etc. of the candidate.
arising out of audit findings.
20) Any other matter referred to by the Board of Directors.
e. Compliance with listing and other legal requirements
relating to financial statements. In fulfilling the above role, the Audit committee has powers
to investigate any activity within its terms of reference, to seek
f. Disclosure of any related party transactions. information from employees and to obtain outside legal and
professional advice. The draft minutes of the audit committee
g. Qualifications in the draft audit report.
meetings are circulated among members before the same is
5) Reviewing, with the management, the quarterly financial confirmed and placed before the Board.
statements before submission to the Board for approval.
ii. Nomination and Remuneration
6) Reviewing, with the management, statement of uses and Committee:
application of funds raised through an issue, statement of
funds utilized for other purposes and report of monitoring The role of the Nomination and Remuneration Committee is
agency monitoring the utilization of proceeds of a public or governed by its Charter and its composition is in compliance
rights issue and making appropriate recommendations to the with the provisions of Section 178 of the Companies Act,
Board to take up steps in this matter. 2013 read with the rules made there under and Regulation 19
read with Part D of Schedule II of the SEBI (Listing Obligations
7) Review and monitor the auditors’ independence and and Disclosure Requirements) Regulations, 2015. The
performance, and effectiveness of audit process. Committee comprises 3 (Three) members. All members are
Non-Executive Directors. Mr. Mayank S. Mehta, Independent
8) Approval or any subsequent modification of transactions of
Director is the Chairman of the Committee.
the Company with related parties.
The Committee met Four (4) times during the financial year
9) Scrutiny of inter-corporate loans and investments.
2018-19 on August 09, 2018, November 02, 2018, February
25, 2019 and March 25, 2019
10) Valuation of undertakings or assets of the Company, wherever
it is necessary;
The Composition of the Nomination and Remuneration
Committee of the Board of Directors of the Company along
11) Evaluation of internal financial controls and risk management
with the details of the meetings held and attended by the
systems;
members of the Committee during the financial year 2018-19
12) Reviewing, with the management, performance of statutory are as follows:
and internal auditors, adequacy of the internal control
systems; Name of Members Nature of Meeting(s) details
Membership during the year
13) Reviewing the adequacy of internal audit function, if any, Held Attended
including the structure of the internal audit department,
Mr. Mayank S. Mehta Chairman 4 4
staffing and seniority of the official heading the department,
reporting structure coverage and frequency of internal audit Mr. S. R. Vaidya Member 4 2
Mr. Gautam R. Ashra Member 4 4
14) Discussion with internal auditors of any significant findings
and follow up there on. The Company Secretary acts as a Secretary to the Committee.
15) Reviewing the findings of any internal investigations by the The broad terms of reference of the Nomination and Remuneration
internal auditors into matters where there is suspected fraud Committee in brief include:
or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board. a) To formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend
16) Discussion with statutory auditors before the audit to the Board a Policy, relating to the remuneration for the
commences about nature and scope of audit as well as post- directors, Key Managerial Personnel and other employees;
audit discussion to ascertain any area of concern.
(` in Lakhs)
Sr. Name of Directors Designation Salary & Commission Sitting Fees Total
No. Perquisites
1. Mr. Mayank S. Mehta Independent Director & Chairman - - 1.50 1.50
2. Mr. Gautam R. Ashra Non-Executive Director - - 1.50 1.50
3. Mr. S. R. Vaidya Independent Director - - 1.20 1.20
4. Mr. Santosh Parab Independent Director - - 1.50 1.50
5. Mr. S. N. Kamath Executive & Managing Director 197.78 - - 197.78
6. Dr. Vibha G. Sharma Executive & Wholetime Director 44.50 - - 44.50
7. Mrs. Shruti V. Rao Executive & Wholetime Director 44.50 - - 44.50
During the financial year 2018-19, the Company has not entered
into any transactions with the Non-Executive Director of the 5) Compliance Officer:
Company except the Company. Further, the Company has not Ms. Aditi Bhatt - Company Secretary
issued any stock options till date. The Company has Nomination Bliss GVS Pharma Limited
and Remuneration Policy of Directors, Key Managerial Personnel, 102, Hyde Park, Saki Vihar Road,
senior management and other employees. The said Policy also Andheri (East), Mumbai -400072, Maharashtra
includes criteria for making payments to Non-Executive Directors. Email Id: [email protected] ; [email protected]
The policy is available on website of the Company at www.blissgvs.
com.
B. During the financial year 2018-19 the Company has Details of postal ballot are as follows:
transacted following matters through Postal Ballot.
Particulars Details
• Approval of Bliss GVS Pharma Limited - Employees
Cutoff Date March 08, 2019
Stock Option Plan (“ESOP 2019”) to the employees
of present and future of the Company; Voting Start Date & Time Thursday, March 14, 2019
9.00 a.m.)
• Approval of Bliss GVS Pharma Limited - Employees Voting End Date & Time Friday, April 12, 2019
Stock Option Plan (“ESOP 2019”) to the employees (5.00 p.m.)
of the present and future Subsidiary Companies of
Number of Resolutions 4
the Company;
Result Date/Date of April 13, 2019
• Increase in Shareholding Limit of Foreign Portfolio Passing resolutions
Investors (FPI’s)/Foreign Institutional Investors (FII’s) Type of resolutions Special Resolution for all matters
in the Company;
Person who conducted the Postal Ballot Exercise: M/s. Ramesh
• Re-appointment and continuation of Directorship
Chandra Mishra & Associates, Practicing Company Secretaries.
of Mr. S. R. Vaidya (DIN: 03600249) as an
Independent Director of the Company
Resolution No: 1- Approval of BLISS GVS PHARMA LIMITED - Employees Stock Option Plan (“ESOP 2019”) to the employees of present
and future of the Company
Resolution No: 2 - Approval of BLISS GVS PHARMA LIMITED – Employees Stock Option Plan (“ESOP 2019”) to the employees of the
present and future Subsidiary Companies of the Company
Resolution No: 3 - Increase in Shareholding Limit of Foreign Portfolio Investors (FPIs)/ Foreign Institutional Investors (FIIs) in the Company
The resolutions were passed with requisite majority. Website In Compliance with Regulation 46
of the Listing Regulations, a separate
Resolution(s), if any, to be passed through Postal Ballot during the dedicated section under ‘Investors’
financial year 2018-19 will be taken up as and when necessary. on the Company’s website (www.
blissgvs.com) gives information on
The Company had provided facility of e-voting pursuant to various announcements made by the
Company including status of unclaimed
provisions of the Act and the Listing Regulations, to its Members. A dividend, stock quotes, Annual Report,
scrutinizer was appointed by the Company to monitor and review Quarterly/Half yearly/ Nine-months and
the e-voting process. On completion of e-voting process, the Annual Financial results along with the
Scrutinizer presented a report to the Chairman. All the resolutions applicable policies of the Company.
were passed with requisite majority. Administrative/ 102, Hyde Park, Saki Vihar Road,
Registered Office Andheri – East, Mumbai – 400072
Whether Yes
8) Means of Management
Discussions and
Communication: Analysis report is
a part of Annual
Report or not
Timely disclosure of the information on corporate financial
performance and the corporate developments is a sign of good
governance practice which Company follows: 9) General Shareholders
Half Yearly
Financial Report
The Financial results of the Company
are published in leading newspapers
Information:
and also displayed on the Company’s
website at www.blissgvs.com. Therefore, i. AGM: Date, Time and Venue:
a separate half yearly report is not sent to
each shareholder. Date : September 20, 2019
Quarterly The quarterly financial results of the Day : Friday
Financial Results Company are published in accordance
with the requirement of the Listing Time : 10:30 a.m.
Regulations of the Stock Exchanges Venue: Hotel The Mirador, New Link Road, Andheri (East),
where the shares of the Company are
Mumbai- 400 099
listed.
Newspapers in 1. Economic Times (English) ii. Financial Year: The Financial year of the Company is from
which results
2. Maharashtra Times (Marathi) April 1, 2018 to March 31, 2019.
are normally
published 3. Free Press Journal (English)
iii. Dividend Payment Date: On or after September 25, 2019
4. Navshakti (Marathi) subject to shareholders’ approval at ensuing 34th Annual
General Meeting.
iv. Book Closure Dates: Saturday, September 14, 2019 to Friday, The details of dividend declared and paid by the Company for
September 20, 2019 (both days inclusive). the last ten (10) years are as follows:
Financial Year Date of Dividend Declaration Percentage (%) Dividend per equity
share of Re. 1/- each
2008-2009 August 22, 2009 15% 0.15
2009-2010 August 03, 2010 50% 0.50
2010-2011 (Interim) December 02, 2010 30% 0.30
2010-2011 (Final) July 29, 2011 30% 0.30
2011-2012 (Interim) November 29, 2011 35% 0.35
2011-2012 (Final) August 10, 2012 40% 0.40
2012-2013 (Interim) March 08, 2013 30% 0.30
2012-2013 (Final) August 14, 2013 40% 0.40
2013-2014 August 28, 2014 50% 0.50
2014-2015 (Interim) March 02, 2015 20% 0.20
2014-2015 (Final) September 16, 2015 50% 0.50
2015-2016 September 14, 2016 50% 0.50
2016-2017 September 26, 2017 60% 0.60
2017-2018 August 24, 2018 100% 1
vi. Listing Fees: The Company shares are listed on BSE Limited (All Figures in Indian Rupees)
(BSE) and National Stock Exchange of India Limited (NSE).
Month Open High Low Close No. of
The requisite listing fees have been paid in full to all the Stock
Price Price Price Price Shares
Exchanges.
Apr-18 197.50 224.70 196.40 198.10 19,71,498
May-18 198.50 214.70 177.05 178.10 18,03,598
vii. Name of the Stock Exchange : BSE Limited (BSE)
Jun-18 178.50 194.95 165.00 168.35 14,37,945
Stock Code : 506197
Jul-18 175.00 187.95 162.10 171.65 9,73,712
Scrip Name : BLISSGVS Aug-18 174.70 204.00 169.00 190.95 13,22,588
ISIN : INE416D01022 Sep-18 189.50 198.00 175.10 176.80 14,98,600
Name of the Stock Exchange : National Stock Exchange Oct-18 177.00 180.90 161.00 168.35 16,04,557
India Limited (NSE) Nov-18 171.65 190.00 150.45 151.15 18,86,976
ISIN : INE416D01022 Dec-18 155.55 168.60 125.00 166.05 1,35,01,707
Jan-19 163.80 175.00 140.00 156.50 37,49,914
Symbol : BLISSGVS
Feb-19 156.00 183.50 140.85 177.80 63,40,639
Corporate Identity Number : L24230MH1984PLC034771 Mar-19 178.05 183.00 162.25 179.95 34,16,256
viii. Tentative calendar for financial year 2019-2020: The (Source –www.bseindia.com)
tentative dates of meeting of Board of Directors for
B) The Monthly high/low quotation of equity shares traded on
consideration of quarterly financial results for the financial
the National Stock Exchange Limited, Mumbai are as follows:
year ending March 31, 2020 are as follows:
(All Figures in Indian Rupees)
Financial Reporting for the By mid of August 2019
quarter ended June 30, 2019 Month Open High Low Close No. of
Price Price Price Price Shares
Financial Reporting for the By mid of November 2019 Apr-18 197.00 208.95 196.10 198.35 46,47,129
quarter and half yearly ended
May-18 198.45 215.65 174.30 177.50 50,31,904
September 30, 2019
Jun-18 177.90 195.00 164.10 168.35 23,97,412
Financial Reporting for the By mid of February 2020
Jul-18 169.60 189.50 161.50 171.85 28,65,860
quarter ended December 31,
2019 Aug-18 174.00 205.00 168.25 189.35 32,76,033
Sep-18 190.00 198.85 174.00 175.75 34,32,929
Financial Reporting for the By mid of May, 2020
quarter and year ended March Oct-18 173.80 180.95 160.55 169.10 24,70,738
31, 2020 Nov-18 169.10 185.70 150.00 151.15 32,68,962
Dec-18 152.45 168..00 125.00 165.00 1,73,69,358
ix. Market Price Data: BSE & NSE Jan-19 162.40 175.00 144.00 156.20 2,18,00,102
Feb-19 157.15 183.70 140.30 177.35 5,57,55,022
A. The Monthly high/low quotation of equity shares
Mar-19 178.00 182.75 162.10 179.50 2,19,31,281
traded on the BSE Limited, Mumbai are as follows:
(Source –www.nseindia.com)
Pursuant to applicable provisions of the Companies Act, 2013 2012-2013 August 14, 2013 September 20, 2020
(Final)
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), all 2013-2014 August 28, 2014 October 04, 2021
unpaid or unclaimed dividends are required to be transferred by 2014-2015 March 02, 2015 April 08, 2022
the Company to the Investor Education and Protection Fund (IEPF) (Interim)
established by the Central Government, after completion of Seven 2014-2015 September 16, 2015 October 23, 2022
(7) years from the date of transfer to Unclaimed Dividend Account (Final)
on the Company. Further, according to the Rules, the shares in 2015-2016 September 14, 2016 October 21, 2023
respect of which dividend has not been paid or claimed by the 2016-2017 September 26, 2017 November 02, 2024
shareholders for Seven (7) consecutive years or more shall also be 2017-2018 August 24, 2018 September 30, 2025
transferred to the demat account of the IEPF Authority. The said
requirement does not apply to shares in respect of which there is a
specific Order of Court, Tribunal or Statutory Authority, restraining 14) Dividend:
transfer of the shares.
The Company provides the facility of payment of dividend to the
During the financial year under review, the Company had sent shareholders by directly crediting the dividend amount to the
individual notices and also advertised in the newspapers seeking shareholder’s Bank Account. Members are therefore urged to avail
of this facility to ensure safe and speedy credit of their dividend into
their Bank account through the Banks’ Automated Clearing House 15) Dematerialization of
(“ACH”) and/or any other permitted mode for credit of dividend.
Shares:
Members holding shares in physical form are requested to register
Number of Shares % of Shares
and/or update their core banking details with the Company and
100687805 97.61
those holding shares in electronic form shall register/update such
details with their Depository Participants (DPs) to enable credit of
Break up of shares in physical and demat form as on March 31,
the dividend to their bank accounts electronically through ACH
2019:
and/or any other permitted mode for credit of dividend. Further, to
prevent fraudulent encashment of dividend warrants, shareholders Particulars No. of Shares % of Shares
are requested to provide their bank account details (if not provided Shares in Physical Mode 2458867 2.39
earlier) to the Company/its RTA (if shares held in physical form) or
Shares in Demat Mode:
to DPs (if shares held in electronic form), as the case may be, for
NSDL 67820798 65.75
printing of the same on the dividend warrants.
CDSL 32867007 31.86
Dividend warrants in respect of the dividends declared, have been Total 103146672 100.00
dispatched to the shareholders at the addresses registered with
the Company. Those shareholders who have not yet received Shareholders who continue to hold shares in physical mode
the dividend warrants may please write to the Company’s RTA are advised to dematerialize their shares at the earliest since it
for further information in this regard. Shareholders who have not helps in immediate transfer without any payment of stamp duty.
encashed the warrants are requested to do so by getting them The risks pertaining to physical share certificates like loss, theft,
revalidated from the Registered Office of the Company or its RTA. forgery, damage are eliminated when shares are held in electronic
form. For any clarification, assistance or information, relating to
dematerialization of shares please contact to the Company’s RTA.
We have examined the compliance of conditions of corporate governance by Bliss GVS Pharma Limited (‘the Company’) for the year ended
March 31, 2019 as stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) with Stock Exchanges in
India.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the above mentioned Listing regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
Sd/-
Ramesh Chandra Mishra
Company Secretary in Practice
FCS: 5477 C.P.: 3987
Place: Mumbai
Date: May 18, 2019
To,
The Members of
Bliss GVS Pharma Limited
As provided under Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Board of Directors
and Senior Management Personnel of the Company have affirmed compliance with Code of Conduct for the financial year ended March
31, 2019.
We certify that pursuant to disclosure made by all Directors of Bliss GVS Pharma Limited as required under section 164(2) and Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rule, 2014 and Schedule V of SEBI (LODR) (Amendment) Regulations, 2018 and
verification of data available on MCA portal, none of the Directors on the Board of the Company have been debarred or disqualified from
being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.
Sd/-
Ramesh Chandra Mishra
Place: Mumbai Company Secretary in Practice
Date: May 18, 2019 FCS: 5477 C.P.: 3987
A. We have reviewed standalone and consolidated financial statements and the cash flow statement for the year ended March 31, 2019
and to the best of our knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
(2) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31, 2019
which are fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness
of Company’s internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the
Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify these deficiencies.
(i) that there are no significant changes in internal control over financial reporting during the year;
(ii) that there are no significant changes in accounting policies during the year and that the same have been disclosed in the notes
to the financial statements; and
(iii) that no instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company’s internal control system over financial reporting.
For Bliss GVS Pharma Limited For Bliss GVS Pharma Limited
Sd/- Sd/-
Place: Mumbai S. N. Kamath Vipul B. Thakkar
Date: May 18, 2019 Managing Director Chief Financial Officer
Opinion
have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate
We have audited the accompanying standalone Ind AS financial
to provide a basis for our audit opinion on the standalone Ind AS
statements of Bliss GVS Pharma Limited (“the Company”), which
financial statements.
comprises the Balance Sheet as at March 31, 2019, the Statement
of Profit and Loss (including Other Comprehensive Income),
Statement of Changes in Equity and Statement of Cash Flows Emphasis of Matters
for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other We draw attention to Note No. 3, 10 and 35 (Related party) to the
explanatory information. Standalone Ind AS financial statements in respect of our reliance
on the management representation in respect of the recoverability
In our opinion and to the best of our information and according of the company’s investment in, loans given, interest accrued and
to the explanations given to us, the aforesaid standalone Ind Trade receivable to two of its subsidiaries aggregating to ` 4,104.12
AS financial statements give the information required by the Lakhs.
Companies Act, 2013 (“the Act”) in the manner so required and give
a true and fair view in conformity with the accounting principles Our opinion is not modified in respect of this matters.
generally accepted in India including the Ind AS, of the state of
affairs of the Company as at March 31, 2019, and its profit and total
comprehensive income, changes in equity and its cash flows for
Key Audit Matters
the year ended on that date. Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
Basis for Opinion statements of the current period. These matters were addressed
in the context of our audit of the standalone Ind AS financial
We conducted our audit of the standalone financial statements statements as a whole, and in forming our opinion thereon, and
in accordance with the Standards on Auditing (SAs) specified we do not provide a separate opinion on these matters.
under section 143(10) of the Act. Our responsibilities under those
We have determined the matters described below to be the key
Standards are further described in the Auditor’s Responsibilities for
audit matters to be communicated to our report.
the Audit of the Standalone IND AS Financial Statements section of
Key Audit Matter Description How the scope of our audit addressed the Key Audit Matter
1. Business Development Expenses
The Company agrees to incur the cost and expenses in Our procedures included:
connection with customer marketing and advertising taking
into consideration such factors as the assistance provided by We have reviewed the business development expenses as per
agent. Third party service providers and other such factor that Standard of Auditing (SA)540 “Auditing accounting estimates
the Company might reasonably in determining whether to including fair value accounting estimates and related disclosures.”
allocate resources to that agent or Third party. Tests of controls:
For the above the Company has provided for marketing We have evaluated the design, implementation and operating
expenses for distribution which is having impact to the profit effectiveness of key controls over monitoring of business
and loss of the Company to the tune of ` 1,351.15 lakhs. development expenses.
Tests of details:
We have reviewed the Company’s Policy in regard with Business
Development Expenses
We have verified the expenditure incurred/claimed with relevant
supporting for the same.
We have compared provision for business development expenses
against the expenditure incurred/claimed till the date.
Key Audit Matter Description How the scope of our audit addressed the Key Audit Matter
2. Information Technology General Controls
A significant part of the company’s financial reporting process Our procedures included:
is heavily reliant on IT systems with automated processes
and controls over the capture, storage and extraction of We focused our audit on those IT systems and controls that are
information. A fundamental component of these processes significant to the Company’s financial reporting process.
and controls is ensuring appropriate user access and change As audit procedures over IT Systems and controls require specific
management protocols exist and being adhered to. These expertise, we involved our IT specialist.
protocols are important because they ensure that access
and changes to IT systems and related data are made and We assessed the design and tested the operating effectiveness of
authorized in an appropriate manner. As our audit sought to the Company’s IT controls, including those over user access and
place a high level of reliance on IT systems and application change management as well as data reliability.
controls related to financial reporting, high proportion of In a limited number of cases we adjusted our planned approach as
the overall audit effort was in Information Technology (IT) follows:
Systems and Controls. We focused our audit on those IT
systems and controls that are significant to the Company’s - we extended our testing to identify whether there had been
financial reporting process. unauthorized or inappropriate access or changes made to critical IT
systems and related data;
- where automated procedures were supported by systems with
identified deficiencies, we extended our procedures to identify and
test alternative controls; and
- where required, we performed a greater level of testing to validate
the integrity and reliability of associated data and reporting.
h) With respect to the other matters to be included in the iii. There is no delay in transferring amounts, required to
Auditor’s Report in accordance with Rule 11 of the Companies be transferred, to the Investor Education and Protection
(Audit and Auditors) Rules, 2014, in our opinion and to the Fund by the Company.
best of our information and according to the explanations For KALYANIWALLA & MISTRY LLP
given to us: CHARTERED ACCOUNTANTS
Firm Registration No. 104607W/W100166
i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone Ind AS
financial statements – Refer Note 33 to the standalone
Ind AS financial statements. Sai Venkata Ramana Damarla
Partner
ii. The Company has made provision, as required under Membership. No. 107017
the applicable law or accounting standards, for material Place: Mumbai
foreseeable losses, if any, on long-term contracts
Dated: May 18, 2019
including derivative contracts.
ii. The inventory including stocks with certain third parties have v. In our opinion and according to the information and
been physically verified by the management during the year. explanations given to us, the Company has not accepted any
Confirmations have been obtained for other inventories lying Deposits from the public and hence the directives issued by
with third parties. The discrepancies noticed on physical the Reserve Bank of India and the provisions of Sections 73 to
verification of inventory as compared to book records were 76 or any other relevant provisions of the Act and the Rules
not material and have been properly dealt in the books of framed there under are not applicable.
account.
vi. The Central Government of India has not specified the,
iii. According to the information and explanations given to us maintenance the of cost records under sub-section (1) of
and to the best of our knowledge and belief, the company section 148 of the Act for any of the products of the company.
has granted unsecured loans, to companies, covered in the Accordingly, the provision of para 3(vi) of the order are not
register maintained under section 189 of the act aggregating applicable to the company.
to ` 4,071.89 lakhs as at March 31, 2019.
Sr. Name of the Statute Financial Year (FY) to which Amount Forum where dispute is pending
No. the amount relates (` In Lakh)
1 Income Tax Act, 1961 2014-15 10.83 Commissioner of Income Tax (Appeals)
2 Income Tax Act, 1961 2015-16 7.20 Commissioner of Income Tax (Appeals)
3 Income Tax Act, 1961 2016-17 130.27 Commissioner of Income Tax (Appeals)
viii. According to information and explanation given to us and xiii. According to the information and explanation given to us and
based on examination of the records, the Company has not based on our examination of the records of the Company,
defaulted in repayment of loans or borrowings to any financial transactions with related parties are in compliance with
institution and banks during the year. The Company does not sections 177 and 188 of the Act, where applicable, and
have any loans or borrowings from government or debenture details of such transactions have been disclosed in the
holders. The company has not issued any debentures. financial statements as required by the applicable accounting
standards.
ix. The Company has not raised money through initial public
offer or further public offer (including debt instruments). xiv. According to the information and explanation given to us and
In our opinion and according to the information and based on our examination of the records of the Company, the
explanations given to us and based on the documents and Company has not made any preferential allotment or private
records examined by us on an overall basis, the term loans placement of shares or fully or partly convertible debentures
obtained by the Company were applied for the purpose for during the year.
which the loans were obtained.
xv. According to the information and explanation given to us and
x. During the course of our examination of the books of based on our examination of the records of the Company,
account and records of the Company, and according to the the Company has not entered into non- cash transactions
information and explanation given to us and representations with the directors or persons connected with him. Hence the
made by the Management, no material fraud by or on the provisions of Section 192 of the Act are not applicable.
Company by its officers or employees, has been noticed or
reported during the year, nor have we been informed of any xvi. The Company is not required to be registered under Section
such case by the management. 45-IA of the Reserve Bank of India Act, 1934, hence the
provisions of paragraph 3 (xvi) of the Order are not applicable.
xi. According to the information and explanation given to us and
based on our examination of the records of the Company,
For KALYANIWALLA & MISTRY LLP
the Company has paid/provided for managerial remuneration
CHARTERED ACCOUNTANTS
in accordance with requisite approvals mandated by the
Firm Registration No. 104607W/W100166
provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and Sai Venkata Ramana Damarla
explanation given to us, the Company is not a Nidhi Company. Partner
Accordingly, provisions of paragraph 3(xii) of the Order are Membership. No. 107017
not applicable. Place: Mumbai
Dated: May 18, 2019
(` in Lakhs)
Particulars Note As at March 31, 2019 As at March 31, 2018
NON CURRENT ASSETS
(a) Property, Plant and Equipment 2.1 7,790.21 7,203.80
(b) Capital work-in-progress 2.1 4,291.35 46.97
(c) Investment property 2.2 69.26 85.78
(d) Other intangible assets 2.3 41.49 44.28
(e) Financial Assets
(i) Investments 3 1,831.27 1,831.27
(ii) Loans 4 165.24 164.67
(f) Other non-current assets 5 1,605.82 2,394.96
15,794.64 11,771.73
CURRENT ASSETS
(a) Inventories 6 5,484.50 3,979.61
(b) Financial Assets
(i) Trade receivables 7 34,208.80 28,254.31
(ii) Cash and cash equivalents 8 1,375.05 2,444.82
(iii) Bank balances other than (iii) above 9 7,953.97 4,584.60
(iv) Loans 10 4,093.56 9,359.73
(v) Others 11 2,155.26 2,631.31
(c) Other current assets 12 2,519.32 6,374.52
57,790.46 57,628.90
TOTAL ASSETS 73,585.10 69,400.63
EQUITY
(a) Equity Share Capital 13 1,031.47 1,031.47
(b) Other Equity 14 59,295.89 53,110.75
LIABILITIES 60,327.36 54,142.22
NON-CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 15 3,052.75 554.67
(b) Provisions 16 175.06 191.08
(c) Deferred tax liabilities (Net) 17 831.91 827.33
4,059.72 1,573.08
CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 18 3,664.34 8,252.56
(ii) Trade payables
Outstanding dues of micro enterprises and small 19 829.06 1,168.73
enterprises
Outstanding dues of other than micro enterprises and 19 2,257.49 2,365.59
small enterprises
(iii) Other financial liabilities 20 2,152.20 934.19
(b) Other current liabilities 21 194.39 246.38
(c) Provisions 22 24.49 141.18
(d) Current tax liabilities (Net) 76.05 576.70
9,198.02 13,685.33
TOTAL EQUITY AND LIABILITIES 73,585.10 69,400.63
Statement of Significant Accounting Policies 1
The accompanying notes are an integral part of these financial statements 2-46
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
(` in Lakhs)
Particulars Note For the year ended For the year ended
March 31, 2019 March 31, 2018
INCOME
I Revenue from Operations (Net) 23 42,659.02 29,829.38
II Other Income 24 3,581.29 1,099.50
III Total Revenue (I + II) 46,240.31 30,928.88
IV EXPENSES
Cost of material consumed 25a 16,730.02 14,989.90
Purchases of Stock-in-Trade 6,152.60 -
Changes in inventories of finished goods, work-in-progress and stock- 25b (367.73) (409.14)
in-Trade
Excise Duty - 40.15
Employee benefits expense 26 3,384.71 2,629.44
Finance costs 27 315.16 695.14
Depreciation/Impairment 574.79 567.16
Other Expenses 28 7,449.43 3,732.51
Total Expenses 34,238.98 22,245.16
V Profit before exceptional items (III - IV) 12,001.33 8,683.72
VI Exceptional Items - -
VII Profit before tax (V - XI) 12,001.33 8,683.72
VIII Tax Expense
(1) Current tax 4,451.14 3,020.38
(2) Deferred tax 13.90 (38.12)
(3) Taxation adjustment of earlier years Excess(-)/Short(+) 92.90 -
4,557.94 2,982.26
IX Profit/ (loss) for the period (VII - VIII) 7,443.39 5,701.46
X Other Comprehensive Income
(A) (i) Item that will not be re-classified to profit and loss
(a) Remeasurement of defined benefit plan (26.68) 29.13
(ii) Deferred tax relating to items that will not be 9.32 (10.08)
reclassified to profit or loss
(17.36) 19.05
XI Total Comprehensive Income for the period (IX + X) 7,426.03 5,720.51
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
(` in Lakhs)
Equity Share Capital Number of Shares Amount
Equity Share Capital of ` 1/- As at March 31, 2018 10,31,46,672 1,031.47
Changes during the year - -
Equity Share Capital of ` 1/- As at March 31, 2019 10,31,46,672 1,031.47
(` in Lakhs)
Other Equity Retained Security General Acturial gains and Total Other
Earnings Premium Reserves losses of Defined Equity
Benefit Plans
Opening Balance as at 01.04.2018 47,179.68 1,475.73 4,451.34 4.00 53,110.75
Transfer during the Year
Profit for the Year 7,443.39 - - - 7,443.39
Other Comprehensive Income for - - - (17.36) (17.36)
the Year
Transaction during the year
Less:
- Dividend, Dividend Distribution tax 1,240.89 - - - 1,240.89
Closing Balance as at 31.03.2019 53,382.18 1,475.73 4,451.34 (13.36) 59,295.89
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
(` in Lakhs)
Particulars For the Year ended For the Year ended
March 31, 2019 March 31, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before taxation and exceptional items 12,001.33 8,683.72
Add/(Less) : Interest Expenses 315.16 695.14
Depreciation 574.79 567.15
Interest Income (578.94) (451.18)
Gratuity Payment/Provision (42.14) 10.17
Leave Encashment provisions 0.41 (1.31)
Profit / (loss) on sale of fixed assets (Net) 234.01 (45.03)
Profit / (loss) on sale of Investments (Net) - (65.60)
Exchange Fluctuations (1,201.53) (452.87)
Dividend Income (12.60) (12.60)
Bad debts Written off 876.02 -
ECL/Provision for bad debt/Provision for Doubtful debts 139.95 78.02
Balance Written off/back and other non cash item (3.71) (205.66)
Provision for stock 34.18 335.59 (39.65) 76.58
Operating profit before working capital changes 12,336.92 8,760.29
Add/(Less) : (Increase)/Decrease in Other Non Current Assets 102.99 59.45
(Increase)/Decrease in Loans and Other Current 6,004.74 1,695.65
Financial Asset
(Increase)/Decrease in Trade and other receivables (5,932.56) (3,933.46)
(Increase)/Decrease in Inventories (1,539.07) (1,134.15)
(Increase)/Decrease in Other Current Assets 3,853.95 537.39
(Increase)/Decrease in Current Investment - 0.01
(Increase)/Decrease in Other Non Current Liabilities - (0.40)
Increase/(Decrease) in Current Borrowing (4,577.53) 2,102.65
Increase/(Decrease) in Other Current Financial Liabilities 15.13 366.82
Increase/(Decrease) in Trade Payables (428.51) (2,639.53)
Increase/(Decrease) in Other Current Liabilities (51.94) 39.48
(2,552.79) (2,906.09)
Cash generated from operations 9,784.13 5,854.21
Less : Income tax paid (4,954.86) (3,587.02)
Net Cash Flow from Operating Activities 4,829.27 2,267.19
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (5,891.99) (487.22)
Proceeds from sale of fixed asset 33.50 398.02
Movement in Capital Advance 523.63 (1,681.74)
Movement in Capital Creditors 1,286.77 (344.72)
Loans & Advances (Given) / Taken (0.47) (9.76)
Proceeds from Sale of Investments - 302.08
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
IB. Method of Accounting to the opening balance of accumulated losses. Therefore, the
comparative information was not restated and continues to be
reported under IND AS 11, IND AS18 and related interpretations.
a) Basis of Preparation: The adoption of IND AS 115 had no material effect on the
amounts reported for current and prior financial years.
The separate financial statements have been prepared
to comply in all material aspects with Indian Accounting
Standards (Ind AS) notified under Section 133 of the b) Basis of Measurement:
Companies Act, 2013 (the Act) read with Rule 4 of the
The financial statements have been prepared under the
[Companies (Indian Accounting Standards) Rules, 2015] and
historical cost convention, on the accrual basis of accounting
other relevant provisions of the Act.
except for certain financial assets and liabilities measured at
The financial statements are prepared and presented in the fair value and assets held for sale- measured at fair value less
form set out in Schedule III of the Act, so far as they are cost to sell and defined benefit plan assets measured at fair
applicable thereto. All assets and liabilities have been classified value.
as current / noncurrent as per the Company’s normal
Fair value is the price that would be received to sell an asset
operating cycle and other criteria set out in the Schedule III of
or paid to transfer a liability in an orderly transaction between
the Companies Act, 2013. Based on the nature of services and
market participants at the measurement date, regardless of
their realisation in cash and cash equivalents, the company
whether that price is directly observable or estimated using
has ascertained its operating cycle as twelve months for the
another valuation technique. In estimating the fair value of
purpose of current / noncurrent classification of assets and
an asset or a liability, the Company takes into account the
liabilities. Accounting policies have been applied consistently
characteristics of the asset or liability if the market participants
to all periods presented in these financial statements except
would take those characteristics into account when pricing
for IND AS 115 Revenue from Contracts with Customers
the asset or liability at the measurement date. Fair value
described below, the adoption of these standards did not
measurement and/or disclosure purposes in the financial
have any material effect on the financial performance or
statements is determined on such a basis except for leasing
position of the Company.
transactions that are within the scope of Ind AS 17, and
IND AS 115 Revenue from Contracts with Customers measurements that have some similarities to fair value but are
not fair value, such as net realisable value in Ind AS 2 or value
IND AS 115 supersedes IND AS 11 Construction Contracts, in use in Ind AS 36.
IND AS 18 Revenue and related interpretations and it applies,
with limited exceptions, to all revenue arising from contracts In addition, for financial reporting purposes, fair value
with customers. IND AS 115 establishes a five-step model to measurements are categorized into Level 1, 2 or 3 based on
account for revenue arising from contracts with customers the degree to which the inputs to the fair value measurements
and requires that revenue be recognised at an amount that are observable and the significance of the inputs to the fair
reflect the consideration to which an entity expects to be value measurement in its entirety, which are described as
entitles in exchange for transferring goods or services to a follows:
customer.
I) Level 1 inputs are quoted prices (unadjusted) in active markets
IND AS 115 requires entities to exercise judgement, taking for identical assets or liabilities that the entity can access at
into consideration all of the relevant facts and circumstances the measurement date;
when applying each step of the model to contracts with their
II) Level 2 inputs are inputs, other than quoted prices included
customers. The standard also specifies the accounting for
in Level 1, that are observable for the asset or liability, either
the incremental costs of obtaining a contract and the costs
directly or indirectly; and
directly related to fulfilling a contract. In addition, the standard
requires extensive disclosures.
• Impairment of Intangibles All Intangible Assets are measured at cost and amortized so as
to reflect the pattern in which the assets economic benefits
• Impairment of financial assets are consumed. Brands are amortized over the estimated
period of benefit, not exceeding five years. Software
capitalised is amortised over useful life of three to five years
d) Functional and presentation currency: equally commencing from the year in which, the software is
The financial statements are presented in Indian Rupees, the put to use.
currency of the primary economic environment in which the
The estimated useful life of amortizable intangibles is
Company operates. All the amounts are stated in rupee lakhs.
reviewed at the end of each reporting period and change in
II. Property, plant and equipment: estimates if any are accounted for on a prospective basis.
Property, plant and equipment are stated at their original IV. Investment Properties:
cost (net of CENVAT/ Value Added Tax/Goods and Service
Investment properties are measured initially at cost,
Tax wherever applicable) including freight, non- refundable
including transaction costs. Subsequent to initial recognition,
taxes, duties, customs and other incidental expenses relating
investment properties are stated at cost less accumulated
to acquisition and installation less accumulated depreciation
depreciation and accumulated impairment loss, if any.
and impairment loss. Interest and other finance charges paid
on loans for the acquisition of tangible qualifying assets are Though the Company measures investment properties
apportioned to the cost of fixed assets till they are ready for using cost based measurement, the fair value of investment
use. property is disclosed in the notes.
Expenditure incurred during the period of construction is Investment properties are derecognised either when they
carried as capital work-in-progress and on completion the have been disposed off or when they are permanently
costs are allocated to the respective fixed assets. withdrawn from use and no future economic benefit is
expected from their disposal. The difference between the net
disposal proceeds and the carrying amount of the asset is Investments in subsidiaries and associates are accounted
recognised in statement of profit and loss in the period of at cost in accordance with Ind AS 27 – Separate financial
derecognition. statements.
Depreciation on investment property is provided on straight The Company has made an irrevocable election to present
line method over the useful life of asset prescribed in Part C subsequent changes in the fair value of equity investments,
of schedule II of the Companies Act, 2013 in order to reflect not held for trading, in other comprehensive income.
the actual usages of the assets.
V.2 Derivative financial instruments and hedge accounting:
V. Financial Instruments:
The Company enters into derivative financial instruments to
Classification manage its foreign exchange rate risk. Derivatives are initially
recognized at fair value at the date a derivative contract is
On initial recognition the Company classifies financial entered into and are subsequently re-measured to their fair
assets as subsequently measured at amortised cost, fair value at the end of each reporting period. The resulting gain or
value through other comprehensive income or fair value loss is recognized in statement of profit and loss immediately
through profit or loss on the basis of its business model for unless the derivative is designated and effective as a hedging
managing the financial assets and the contractual cash flow instrument, in which event the timing of the recognition in
characteristics of the financial asset. statement of profit and loss depends on the nature of the
hedging relationship and nature of hedged items.
The Company classifies all financial liabilities as subsequently
measured at amortised cost, except for financial liabilities Hedge accounting is discontinued when the hedging
measured at fair value through profit or loss. instrument expires or is sold, terminated or exercised or no
longer qualifies for hedge accounting.
Initial recognition and measurement
V.3. Cash and cash equivalents:
All financial assets (not measured subsequently at fair value
through profit or loss) are recognised initially at fair value plus Cash and cash equivalents consists of cash on hand, short
transaction costs that are attributable to the acquisition of the demand deposits and highly liquid investments that are readily
financial asset. convertible into known amounts of cash and which are
subject to an insignificant risk of change in value. Short term
All financial liabilities are recognised initially at fair value and, in
means investments with original maturities / holding period
the case of loans and borrowings and payables, net of directly
of three months or less from the date of investments. Bank
attributable transaction costs.
overdrafts that are repayable on demand and form an integral
Financial assets and liability at amortised cost part of the Company’s cash management are included as a
component of cash and cash equivalent for the purpose of
A ‘financial asset’ is measured at the amortised cost if both the statement of cash flow and are shown within borrowing in
following conditions are met: current liabilities in the balance sheet.
i) the asset is held within a business model whose objective is V.4. Trade receivables:
to hold assets/liability for collecting/paying contractual cash
flows, Trade receivables are amounts due from customers for
sale of goods or services performed in the ordinary course
and of business. Trade receivables are initially recognized at its
transaction price which is considered to be its fair value and
ii) contractual terms of the asset/liability give rise on specified are classified as current assets as it is expected to be received
dates to cash flows that are solely payments of principal and within the normal operating cycle of the business.
interest (SPPI) on the principal amount outstanding.
V.5. Borrowings:
After initial measurement, such financial assets/liability are
subsequently measured at amortised cost using the effective Borrowings are initially recorded at fair value and subsequently
interest rate (EIR) method. Amortised cost is calculated by measured at amortized costs using effective interest method.
taking into account any discount or premium and fees or Transaction costs are charged to statement of profit and loss
costs that are an integral part of the EIR. The EIR amortisation as financial expenses over the term of borrowing.
is included in finance income/expense in the Statement
of Profit and Loss. The losses arising from impairment are V.6. Trade payables:
recognised in the Statement of Profit and Loss.
Trade payables are amounts due to vendors for purchase
V.1 Investments: of goods or services acquired in the ordinary course of
business and are classified as current liabilities to the extent
Investments that are readily realizable and intended to be held it is expected to be paid within the normal operating cycle of
for not more than a year are classified as current investments. the business.
The Company derecognizes a financial asset when the Tangible and intangible assets
contractual right to the cash flows from the asset expires or
it transfers the rights to receive the contractual cash flows Property, plant and equipment and intangible assets with
on the financial asset in a transaction which has substantially finite life are evaluated for recoverability whenever there
all the risk and rewards of ownership of the financial asset is any indication that their carrying amounts may not be
are transferred. If the Company retains substantially all the recoverable. If any such indication exists, the recoverable
risk and rewards of ownership of a transferred financial asset, amount (i.e. higher of the fair value less cost to sell and
the Company continues to recognize the financial asset and the value-in-use) is determined on an individual asset basis
also recognizes a collateralized borrowing for the proceeds unless the asset does not generate cash flows that are largely
received. independent of those from other assets. In such cases, the
recoverable amount is determined for the cash generating
The Company derecognizes a financial liability when its unit (CGU) to which the asset belongs.
contractual obligations are discharged, cancelled or expired;
the difference between the carrying amount of derecognized If the recoverable amount of an asset (or CGU) is estimated
financial liability and the consideration paid is recognized as to be less than its carrying amount, the carrying amount of
profit or loss. the asset (or CGU) is reduced to its recoverable amount. An
impairment loss is recognized in the statement of profit and
VI. Inventories: loss to such extent. When an impairment loss subsequently
reverses, the carrying amount of the asset (or a CGU) is
Raw material and packing material inventory is valued at cost.
increased to the revised estimate of its recoverable amount,
Inventories of finished goods and work in progress are valued such that the increase in the carrying amount does not exceed
at cost or net realizable value, whichever is lower. Cost of raw the carrying amount that would have been determined had
materials includes all costs of purchase, conversion and other no impairment loss been recognised for the asset (or CGU)
direct attributable costs (net of CENVAT and VAT,GST set-off), in prior years. A reversal of an impairment loss is recognised
incurred for bringing the items to their present location and immediately in statement of profit and loss.
condition and is determined using the weighted average cost
The recoverable amount is the greater of the net selling price
method. However, materials and other items held for use in
and their value in use. Value in use is arrived at by discounting
the production of inventories are not written down below
the future cash flows to their present value based on an
cost if the finished goods in which they will be incorporated
appropriate discount factor.
are expected to be sold at or above cost.
VIII. Foreign Currency Transactions:
Cost is determined on the moving weighted average
method. Finished goods and Work in Progress is computed a) Transactions in foreign currencies are recorded at the
based on respective moving weighted average price of exchange rates prevailing on the date of transaction. Foreign
procured material and appropriate share of labour and currency monetary assets and liabilities are translated at
other manufacturing overheads. Net realisable value is the year-end exchange rates. Exchange difference arising on
estimated selling price in the ordinary course of business, less settlement of transactions and translation of monetary items
the estimated costs of completion and the estimated costs are recognised as income or expense in the year in which
necessary to make the sale. they arise.
VII. Impairment of assets: b) Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange
Financial assets:
rates at the dates of the initial transactions. Non-monetary
At each balance sheet date, the Company assesses whether a items measured at fair value in a foreign currency are
financial asset is to be impaired. Ind AS 109 requires expected translated using the exchange rates at the date when the fair
credit losses to be measured through loss allowance. The value is determined. The gain or loss arising on translation of
Company measures the loss allowance for financial assets non-monetary items measured at fair value is treated in line
at an amount equal to lifetime expected credit losses if the with the recognition of the gain or loss on the change in fair
credit risk on that financial asset has increased significantly value of the item (i.e., translation differences on items whose
since initial recognition. If the credit risk on a financial asset fair value gain or loss is recognised in OCI or profit or loss are
has not increased significantly since initial recognition, the also recognised in OCI or profit or loss, respectively).
Revenue is measured at the fair value of consideration Equipment purchased and cost of construction of assets used for
received or receivable. research and development is capitalised when commissioned and
included in the fixed assets. Revenue expenditure on research and
Revenue is recognised when the Company satisfies a development is charged in the period in which it is incurred.
performance obligation by transferring a promised good or
service to the customer, which is when the customer obtains XII. Leases:
control of the good or service. A performance obligation may
be satisfied at a point in time or over time. The amount of 1. Leases where the lessor effectively retains substantially all
revenue recognised is the amount allocated to the satisfied the risk and benefits of ownership of the leased terms are
performance obligation. classified as operating lease.
Revenue is recognised only when it can be reliably measured 2. Lease income of operating leases is recognized in the
and it is probable that future economic benefits will flow to statement of profit and loss on a straight-line basis over the
the company. lease period unless the payments are structured to increase in
line with the expected general inflation so as to compensate
Revenue from operations includes sales of goods, services, for the lessor’s expected inflationary cost increases.
scrap, commission, export incentives. Revenue includes
excise duty wherever charged from the customer but XIII. Employee Benefits:
excludes service tax and sales tax / value added taxes, Goods
a) Short Term Employee benefits:
and Service Tax amounts collected on behalf of third parties.
All employee benefits expected to be settled wholly within
Sales of Goods:
twelve months after the end of annual reporting period are
1. Revenue from sale of goods is recognized on transfer of all classified as short-term employee benefits.. The undiscounted
significant risks and rewards of ownership to the buyer as per amount of short-term employee benefits expected to be
the terms of sale. paid in exchange for the services rendered by employees is
recognized as an expense during the period. Benefits such as
Sales of Services: salaries and wages, etc. and the expected cost of the bonus /
ex-gratia are recognized in the period in which the employee
2. Income from job work is recognised in accordance with renders the related service.
terms of contract on completion and is included in sales.
Compensated absences are accounted similar to the short
Other Operating Income: term employee benefits as it is expected to be settled wholly
within twelve months after the end of annual reporting
3. Income in respect of export benefits is recognized to the
period.
extent the company is reasonably certain of its ultimate
realization. b) Defined contribution plan :
Other Income: The Company has a statutory scheme of Provident Fund with
the Regional Provident Fund Commissioner and contributions
4. Income in respect of insurance claims is recognized to the
of the company are charged to the Statement of Profit and
extent the company is reasonably certain of its ultimate
Loss on accrual basis.
realization.
c) Defined benefit Plan:
5. Dividend income is recognized when the right to receive the
payment is established. 1. Gratuity:
6. Interest income from a financial asset is recognised when it is The Company’s liability towards gratuity to its employees
probable that the economic benefits will flow to the Company is covered by a group gratuity policy with an insurance
and the amount of income can be measured reliably. company. The Gratuity Plan provides a lump sum payment
Interest income is accrued on a time basis, by reference to to vested employees at retirement, death, incapacitation or
the principal outstanding and at the effective interest rate termination of employment, of an amount based on the
applicable, which is the rate that exactly discounts estimated respective employee’s salary and the tenure of employment.
future cash receipts through the expected life of the financial Liability towards gratuity is provided on the basis of an
asset to that asset’s net carrying amount on initial recognition. actuarial valuation using the Projected Unit Credit method
and the current service cost and interest on the net defined
X. Expenses:
benefit liability / (asset) is recognized in the statement of profit
Expenses are accounted for on accrual basis. and loss. Past service cost are immediately recognized in the
Deferred taxes arising from deductible and taxable temporary XVII. Earnings per share:
differences between the tax base of assets and liabilities
and their carrying amount in the financial statements are Basic earnings per share is calculated by dividing the net profit
recognized using substantively enacted tax rates and laws or loss for the period attributable to equity shareholders by
expected to apply to taxable income in the years in which the weighted average number of equity shares outstanding
the temporary differences are expected to be received or during the year.
settled. The deferred tax arising from the initial recognition
Diluted earnings per share is computed using the net
of goodwill or an asset or liability in a transaction that is not
profit for the year attributable to the shareholder’ and
a business combination and affects neither accounting nor
weighted average number of equity and potential equity
taxable profit or loss at the time of the transaction are not
shares outstanding during the year including share options,
recognized.
convertible preference shares and debentures, except where
Deferred tax asset for all deductible temporary differences the result would be anti-dilutive. Potential equity shares that
and unused tax loses are recognized only to the extent that are converted during the year are included in the calculation
it is probable that future taxable profit will be available against of diluted earnings per share, from the beginning of the year
which the deductible tempo rary differences can be utilized. or date of issuance of such potential equity shares, to the
The carrying amount of deferred tax assets is reviewed at date of conversion.
each reporting date and reduced to the extent that it is no
XVIII. Off-setting Financial Assets and Liabilities:
longer probable that sufficient taxable profit will be available
to allow all or part of the deferred income tax assets to be Financial assets and liabilities are offset and the net amount
utilized. is reported in the balance sheet where there is a legally
enforceable rights to offset the recognised amounts and
Deferred tax is measured based on the tax rates and the tax
there is an intention to settle on a net basis or realise the asset
laws enacted or substantively enacted at the balance sheet
and settle the liability simultaneously. The legally enforceable
date.
rights must not be contingent on future events and must
Dividend distribution tax arising out of payment of dividends be enforceable in the normal course of business and in the
to shareholders under the Indian Income Tax Act regulation event of default, insolvency or bankruptcy of the Company or
are recognized in statement of changes in equity as part of counterparty.
associated dividend payment.
XIX. Recent Accounting Pronouncements: authority accepting the tax treatment and the determination
of taxable profit (tax loss), tax bases, unused tax losses, unused
Ministry of Corporate Affairs (“MCA”) through Companies tax credits and tax rates would depend upon the probability.
(Indian Accounting Standards) Amendment Rules, 2019
and Companies (Indian Accounting Standards) Second Ind AS 109 – Prepayment Features with Negative
Amendment Rules, has notified the following new and Compensation.
amendments to Ind AS which the company has not applied
as they are effective from April 1, 2019: The amendments relate to the existing requirements in
Ind AS 109 regarding termination rights in order to allow
Ind AS 116 – Leases measurement at amortised cost (or, depending on the
business model, at fair value through other comprehensive
Ind AS 116 will replace the existing leases standard, Ind AS 17 income) even in the case of negative compensation
Leases. Ind AS 116 sets out the principles for the recognition, payments.
measurement, presentation and disclosure of leases for both
lessees and lessors. It introduces a single, on-balance sheet Ind AS 19 – Plan Amendment, Curtailment or Settlement
lessee accounting model for lessees. A lessee recognises
right-of-use asset representing its right to use the underlying The amendments clarify that if a plan amendment,
asset and a lease liability representing its obligation to make curtailment or settlement occurs, it is mandatory that the
lease payments. The standard also contains enhanced current service cost and the net interest for the period after
disclosure requirements for lessees. Ind AS 116 substantially the re-measurement are determined using the assumptions
carries forward the lessor accounting requirements in Ind used for the re-measurement. In addition, amendments have
AS 17. The New Lease Standard also provides two broad been included to clarify the effect of a plan amendment,
alternative transition options - Retrospective Method and curtailment or settlement on the requirements regarding the
Cumulative Effect Method - with certain practical expedients asset ceiling.
available under the Retrospective Method.
Ind AS 23 – Borrowing Costs
The Company is in the process of evaluating the impact of
The amendments clarify that if any specific borrowing remains
the above Standard on the present and future arrangements
outstanding after the related asset is ready for its intended use
and shall determine the appropriate transition option once
or sale, that borrowing becomes part of the funds that an
the said evaluation has been completed.
entity borrows generally when calculating the capitalisation
Ind AS 12 – Income taxes (amendments relating to income rate on general borrowings.
tax consequences of dividend and uncertainty over income
Ind AS 28 – Long-term Interests in Associates and Joint
tax treatments)
Ventures
The amendment relating to income tax consequences of
The amendments clarify that an entity applies Ind AS 109
dividend clarify that an entity shall recognise the income
Financial Instruments, to long-term interests in an associate
tax consequences of dividends in profit or loss, other
or joint venture that form part of the net investment in the
comprehensive income or equity according to where
associate or joint venture but to which the equity method is
the entity originally recognised those past transactions or
not applied. The Company does not currently have any long-
events. The Company does not expect any impact from this
term interests in associates and joint ventures.
pronouncement. It is relevant to note that the amendment
does not amend situations where the entity pays a tax on Ind AS 103 – Business Combinations and Ind AS 111 – Joint
dividend which is effectively a portion of dividends paid to Arrangements
taxation authorities on behalf of shareholders. Such amount
paid or payable to taxation authorities continues to be The amendments to Ind AS 103 relating to re-measurement
charged to equity as part of dividend, in accordance with Ind clarify that when an entity obtains control of a business that
AS 12. The amendment to Appendix C of Ind AS 12 specifies is a joint operation, it re-measures previously held interests
that the amendment is to be applied to the determination in that business. The amendments to Ind AS 111 clarify that
of taxable profit (tax loss), tax bases, unused tax losses, when an entity obtains joint control of a business that is a
unused tax credits and tax rates, when there is uncertainty joint operation, the entity does not re-measure previously
over income tax treatments under Ind AS 12. It outlines the held interests in that business. The Company will apply the
following: (1) the entity has to use judgement, to determine pronouncement if and when it obtains control / joint control
whether each tax treatment should be considered separately of a business that is a joint operation.
or whether some can be considered together. The decision
should be based on the approach which provides better The Company is in the process of evaluating the impact
predictions of the resolution of the uncertainty (2) the entity is of the above ‘New Standards’ on the present and future
to assume that the taxation authority will have full knowledge arrangements and shall determine the appropriate transition
of all relevant information while examining any amount (3) option once the said evaluation has been completed.
entity has to consider the probability of the relevant taxation
Notes to the financial statements as at and for the year ended March 31, 2019
Notes to the financial statements as at and for the year ended March 31, 2019
The Company has invested in, given advances and has accrued interest receivable from Bliss GVS International Pte Ltd aggregating
` 4065.94 Lakhs. This entity have in turn invested in other subsidiaries in Africa (“step down subsidiaires”). This subsidiary has a negative net
worth at March 31, 2019 of ` 1134.46 lakhs on a standalone basis and ` 2734.50 Lakhs on a consolidated basis. Management believes that
the erosion of net worth is temporary in nature and hence does not believe that any provision is required to be made in respect of these
investments/loans at March 31, 2019.
Note 6. Inventories
(` in Lakhs)
As at March 31, 2019 As at March 31, 2018
Raw Material 2,318.44 1,359.63
Work in Progress 432.53 524.11
Packing Material 717.80 608.01
Finished Goods 1,887.81 1,428.50
Others Consumable and Spares 127.92 59.36
Total 5,484.50 3,979.61
* The company has used practical expedient by computing the expected credit loss allowance for trade receivables based as mentioned
in Note 43 Impairment of financial asset.
Age of Receivables
(` in Lakhs)
As at March 31, 2019 As at March 31, 2018
Not due 11,795.30 12,654.06
0-90 days 4,686.99 1,953.75
91-180 days 3,965.52 2,946.07
181 -365 days 5,275.70 6,629.70
more than 365 days 7,864.98 4,111.60
Total (a) 33,588.49 28,295.17
Foreign Exchange gain/(loss)(b) 847.48 46.36
Total (a)+(b) 34,435.97 28,341.54
Less:ECL @ 1.13% 227.17 87.23
Net trade receivables 34,208.80 28,254.31
ECL-Ageing
(` in Lakhs)
As at March 31, 2019 As at March 31, 2018
Not due 22.04 5.83
0-90 days 22.03 7.94
91-180 days 33.09 10.72
181 -365 days 63.59 33.98
more than 365 days 86.42 28.76
Total 227.17 87.23
Notes to the financial statements as at and for the year ended March 31, 2019
i) In respect of these items the turnover is quick, the amounts are large and the maturities are short and hence cash flows from these
items are shown on net basis.
ii) Loan against Fixed deposits is Nil (` 1193.52 lakhs) as at March 31, 2019
*Refer Note 37(b) Related party -diclosure in accordance with the Clause 34(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, advance in the nature of loans.
(` in Lakhs)
As at March 31, 2019 As at March 31, 2018
No of Amount No of Amount
shares held shares held
C) Reconciliation of opening and closing
equity share capital
Opening Balance 10,31,46,672 1,031.47 10,31,46,672 1,031.47
Closing Balance 10,31,46,672 1,031.47 10,31,46,672 1,031.47
Notes to the financial statements as at and for the year ended March 31, 2019
E) The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the
repayment of capital.
The Company has only one class of Equity Shares having a par value of ` 1/- per share. Each Shareholder is eligible for one vote per
share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be
entitled to receive any of the remaining assets of the Company, in proportion to the number of equity shares held by them.
F) There are no shares reserved for issue under options and contracts/ arrangements/ commitments.
G) The Board of Directors in their meeting held on May 18, 2019 proposed a dividend of ` 1/- per share. ( Previous Year- ` 1/- per share)
General reserve
Opening balance at the beginning of the year 4,451.34 4,451.34
Add: Transfer from Surplus in Profit and Loss during the year - -
Closing balance at the end of the year 4,451.34 4,451.34
a) Includes Loan of ` Nil Lakhs (As at 31.03.2018-` 542.30 Lakhs) including current maturities of ` Nil Lakhs (As at 31.03.2018-
` 152.06 Lakhs) for Plot no 1,2,3 and adjacent open space for new plant is secured by Land and Building at Plot 1,2,3 which is
repayable in 44 Monthly equal installments as on 31.03.2018 @ 10.8% Linked to 1 Year MCLR.
b) Includes Loan of of ` Nil Lakhs (As at 31.03.2018-` Nil Lakhs) including current maturities of ` Nil Lakhs (As at 31.03.2018-` 409.37
Lakhs) R&D Lab is secured by all the assets of the Company which is repayable in 48 equal monthly installments.
c) Includes loan of ` 3440.03 Lakhs (As at 31.03.2018 -` 100 Lakhs) including current maturities of ` 435.51 Lakhs (As at 31.03.2018-
` Nil Lakhs) taken for Proposed Palghar (East) Plant from The Export Import Bank of India is an exclusive charge on proposed
plant, pari pasu charge on all immovable and movable fixed assets of the Company, which is payable @ Libor+2.9% and in 90
monthly installment out of which first 18 months is moritorium period.
a) Includes Loan of ` 64.35 Lakhs (As at 31.03.2018-` 94.55 Lakhs,) including current maturities of ` 16.12 Lakhs (As at 31.03.2018-
` 15.06 Lakhs) for Audi Car which is secured by the car @ 8.25% (Linked 364 days T Bill) and is repayable in 41 equal monthly
installments as on 31.03.2019.
Notes to the financial statements as at and for the year ended March 31, 2019
i) Includes Foreign Bill Discounting Limits with Federal bank which are secured against the Foreign Debtors.
ii) Includes cash credit secured by Inventory and books Debts of the Company. It also includes packing credit Limit which is also secured
by inventory and Books Debts of the Company.
iii) Includes Demand loan from Banks secured against Fixed deposits with Federal bank.
iv) Unsecured Loan represents demand loan taken from Director Mrs. Shruti Vishal Rao.
Notes to the financial statements as at and for the year ended March 31, 2019
Notes to the financial statements as at and for the year ended March 31, 2019
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised
and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide
an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the
three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. The company doesn’t have investment in equity
instruments that have quoted price.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which
maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair
value an instrument are observable, the instrument is included in level 2. Instruments in the level 2 category for the company include forward
exchange contract derivatives.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level. Instruments
in level 3 category for the company include unquoted equity shares.
Financial assets and liabilities measured at fair value at each reporting date
(` in Lakhs)
The carrying amounts of trade receivables, cash and cash equivalents, and other bank balances, current loans, other current financial assets,
current borrowings, trade payables and other financial liabilities are considered to be approximately equal to the fair value.
The fair values disclosed above are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values
in the fair value hierarchy due to the use of unobservable inputs.
Valuation process
The Company evaluates the fair value of financial assets and financial liabilities on periodic basis using the best and most relevant data
available. Also, the Company internally evaluates the valuation process and obtains independent price validation for certain instruments
wherever necessary.
Credit risk arises from the possibility that counter party may not be able to settle their obligations as agreed.
The Company is exposed to credit risk from loans to group companies, bank balances, security deposits, investments measured at
amortised cost, trade receivables and other current financial assets.
The Company periodically assesses the financial reliability of the counter party, taking into account the financial condition, current
economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual limits are set accordingly. Investments
at Amortised Cost are strategic investments in associated lines of business activity, the company closely monitors the performance of
these Companies.
Bank deposits are placed with reputed banks / financial institutions. Hence, there is no significant credit risk on such fixed deposits.
Loans and other deposits are mostly placed with group companies and government authorities hence the risk of credit loss is negligible.
Loans to group companies are reassessed at every reporting dates. The loans are extended for genuine business activities.
Trade Receivable: The Company trades with recognized and credit worthy third parties. It is the Company’s policy that all customers
who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an
on-going basis with the result that the Company’s exposure to bad debts is not significant. Also the company does not enter into sales
transaction with customers having credit loss history. There are no significant credit risks with related parties of the Company. The
Company is exposed to credit risk in the event of non-payment by customers. Also credit risk in some of cases are mitigated by letter
of credit/Advances from the customer.
The history of trade receivables shows a negligible allowance for bad and doubtful debts.
Notes to the financial statements as at and for the year ended March 31, 2019
B. Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price.
For the Company, liquidity risk arises from obligations on account of financial liabilities
(` in Lakhs)
As at March 31, 2018 Due before Due in Due in Due after Total
Year 1 Year 2 Year 3 to 5 Year 5
Trade payables 3,534.32 - - - 3,534.32
Borrowings-Non Current - 162.46 381.10 11.11 554.67
Borrowings-Current 8,252.56 - - - 8,252.56
Other financial liabilities 934.19 - - - 934.19
Total 12,721.07 162.46 381.10 11.11 13,275.74
The exposure of the Company’s borrowings to the interest rate risk at the end of the reporting period is mentioned below:
(` in Lakhs)
Impact on Profit or (loss) statement
Cash flow sensitivity (net) 50 bps increase 50 bps decrease
Variable-rate borrowings for the period ended 31.03.2019 (33.09) 33.09
Variable-rate borrowings for the period ended 31.03.2018 (40.63) 40.63
D. Market risk
Foreign currency exposure, which is hedged as at the end of the year is:
(` in Lakhs)
March 31, 2019 March 31, 2018
Forward contracts to sell USD / INR US$ 56 3,946.03 - -
Forward contracts to sell EUR / USD €6 473.61 € 1 85.62
(` in Lakhs)
Currencies Financial assets Financial liabilities Net Exposure
Loans Interest Trade Borrowing Trade Assets/
Receivable receivables payables (Liability)
March 31, 2019
USD 3,993.94 517.79 26,594.83 3,916.28 0.67 27,189.61
GBP 17.95 0.27 - - 0.47 17.75
EURO - - 1,595.60 445.14 623.38 527.08
March 31, 2018
USD 9,251.13 786.85 21,614.46 - - 31,652.44
GBP 18.06 0.18 - - - 18.24
EURO - - 665.49 - 1.07 664.43
Notes to the financial statements as at and for the year ended March 31, 2019
The Company monitors capital using gearing ratio, which is total borrowing divided by total capital (equity plus net debt). Total
borrowing are non-current and current borrowing. Equity comprises all components including other comprehensive income.
Asterisk Lifesciences (GH) Ltd. Step down Ghana 100% held by Asterisk 100% held by Asterisk
subsidiary Lifesciences Ltd (UK) Lifesciences Ltd (UK)
Bliss GVS Clinic Healthcare Pte. Ltd. Subsidiary Singapore 100% 100%
Greenlife Bliss Healthcare Ltd. Step down Nigeria 51% held by Bliss GVS 51% held by Bliss GVS
subsidiary International Pte. Ltd. International Pte. Ltd.
Eipii Exports Pvt Ltd. Step down India 70% held by 70% held by
subsidiary Kremoint Pharma Kremoint Pharma
Pvt Ltd. Pvt Ltd.
Eco Rich Cosmetics Pvt Ltd Step down India 60% held by 60% held by
subsidiary Kremoint Pharma Kremoint Pharma
Pvt Ltd. Pvt Ltd.
Notes to the financial statements as at and for the year ended March 31, 2019
Expenses recognised in the Statement of Profit and Loss for the year ended March 31, 2019 in respect of gratuity is summarized
below:-
(` in Lakhs)
Sr. Particulars As at March 31, 2019 As at March 31, 2018
No
I Expense recognised in the Statement of Profit and loss.
1 Current Service Cost 44.6 38.52
2 Interest 22.73 18.19
3 Past Service Cost - 30.38
4 Expected Return on plan assets (11.89) (7.78)
5 Total expense (A) 55.44 79.31
II Expense recognised in other comprehensive income for the year
1 Actuarial (Gain)/Loss due to Financial assumption changes in DBO 4.07 (9.17)
2 Actuarial (Gain)/Loss due to experience on DBO 24.08 (17.03)
3 Return on Plan asset(Greater)/Less than discount rate (1.47) (2.94)
Total Actuarial (Gain)/Loss included in OCI (B) 26.68 (29.14)
Total cost recognised Total Comprehensive Income (A)+(B) 82.12 50.17
III Net Asset/(Liability) recognised in the Balance Sheet
1 Present Value of Defined Benefit Obligation 435.15 346.34
2 Fair Value of plan assets 259.53 155.27
5 Amount Recognised (175.61) (191.08)
IV Change in the obligation during the year
1 Present Value of Defined Benefit Obligation at the beginning of the year 346.34 296.12
2 Current Service Cost 44.60 38.52
3 Interest Cost 22.73 18.19
4 Actuarial (Gain)/Loss 28.16 (26.20)
5 Benefit paid (6.68) (10.66)
6 Past Service Cost – Vested - -
7 Past Service Cost – Non – Vested - 30.38
8 Present Value of Defined Benefit Obligation at the end of the year 435.15 346.34
V Change in Fair Value of Assets during the year
1 Fair Value of plan assets at the beginning of the year 162.89 115.22
2 Expected return on plan assets 11.89 7.78
3 Contributions by employer 89.97 40.00
4 Actual benefits paid (6.69) (10.66)
5 Actuarial Gain/(Loss) on Plan Assets 1.47 2.93
6 Fair Value of plan assets at the end of the year 259.53 155.27
VI The major categories of plan assets as a percentage of total plan
Funded with LIC 100 100
VII Actuarial assumptions
1 Discount Rate 7.10% 7.30%
2 Expected rate of return on plan assets 7.59% 7.40%
3 Salary Increase Rate 15% 15%
4 Attrition Rate 20% 20%
VIII Current/Non-Current Benefit Obligation
(The basis of split is on “Net Liability” basis.)
Current - -
Non – Current 175.61 191.08
Total 175.61 191.08
The expected Liability contributions for the next year is approximately ` 80.59 Lakhs.
Gratuity for the Current and four years preceding the financial year 2018-19
(` in Lakhs)
Particulars 2018-19 2017-18 2016-17 2015-16 2014-15
Liability at the end of the year 435.14 346.34 296.12 234.71 190.43
Fair Value of Plan Assets at the end of the year 259.53 155.27 115.22 67.87 50.58
Amount recognised and disclosed under the head 175.61 191.08 180.90 166.84 139.85
“Provisions for Employee Benefits”
(Gains)/losses due to change in Assumptions 4.07 (9.17) 9.08 4.50 10.25
Experience 24.07 (17.03) 4.91 3.54 (1.30)
Adjustments - Plan Liabilities
Total (Gain)/Loss 28.14 (26.20) 13.99 8.04 8.94
Note:- The Gratuity fund is entirely invested in group gratuity policy with the Life Insurance Corporation of India. The information on the
allocation of the funds into major asset classes and the expected return on each class is not readily available.
Leave encashment Disclosure:-
The accumulated balance of leave encashment (unfunded) provided in the books as at March 31, 2019 is ` 18.18 Lakhs (Previous Year –
` 17.77 Lakhs) determined on the basis of salary outstanding as on March 31, 2019.
(B) Other related party relationships where transaction have taken taken place during the year
Enterprises over which key managerial personnel exercise significant influence
1 Lozen Pharma Pvt Ltd
2 Kanji Forex Pvt Ltd
3 Plastic Ingenuities (I) Pvt Ltd
Notes to the financial statements as at and for the year ended March 31, 2019
(C) Transactions during the year and balances outstanding as on March 31, 2019 with related Parties were as follows:
(` in Lakhs)
Name Transaction 2018-2019 2017-2018
Mr. Gautam R. Ashra Sitting Fees 1.50 1.50
Rent 44.12 41.93
Mrs. Mamta Gautam Ashra Rent 63.73 71.03
Mrs. Shruti V. Rao Remuneration 44.50 34.61
Interest Expenses 30.24 71.75
Mr. S. N. Kamath Remuneration 197.78 149.17
Rent 107.85 112.96
Dr. Vibha G. Sharma Remuneration 44.50 34.61
Ms. Aditi Bhatt Remuneration 4.62 3.20
Mrs. Sushama Yadav Remuneration 0.64 1.19
Mr. Vipul B. Thakkar Remuneration 24.65 21.16
Mr.Gagan Harsh Sharma Remuneration 46.33 47.27
Mr. Vishal Rao Remuneration 26.79 20.30
Mr. Arjun G. Ashra Remuneration 42.92 32.70
Bliss Indasi Life Science Pvt Ltd Interest Income - 5.93
Sale of Goods - 0.03
Purchase of Goods - 92.02
Bliss GVS International Pte Ltd Interest Income 19.97 18.62
Sale of goods 539.92 -
Kremoint Pharma Pvt. ltd Labour Charges and purchases of goods 2.37 1.42
Dividend Received 12.60 12.60
Interest Income 5.40 5.40
Sale of goods 15.95 -
Bliss GVS Clinic Healthcare Pte Ltd Interest Income/receivable 5.60 29.10
Lifeon Labs Pvt Ltd Interest Income/receivable - 0.74
Sale of goods - 7.34
Purchase of Goods - 8.22
Asterisk Lifesciences Limited (UK) Sale of goods - 14.62
Interest Income/receivable 0.09 0.09
(` in Lakhs)
Name Transaction 2018-2019 2017-2018
Kanji Forex Pvt. Ltd. Expenses (Purchase of Foreign currency) 83.41 41.90
Lozen Pharma Pvt. Ltd Purchase of Goods 66.68 91.52
Shree Salespack Pvt. Ltd. Purchase of Goods - 149.56
Bliss GVS Healthcare Ltd. Sale of goods - 549.99
Asterisk Lifesciences GH Limited Sale of goods 570.31 -
Plastic Ingenuities (I) Pvt Ltd Purchase of Goods 182.37 -
Bliss GVS Charitable Trust Donation 40.00 20.00
(` in Lakhs)
Name Transaction Outstanding
As on March 31, 2019 As on March 31, 2018
Mr. Gautam R. Ashra Refundable deposit for Leave License 30.00 30.00
Mrs. Mamta Gautam Ashra Refundable deposit for Leave License 48.75 48.75
Mrs. Shruti V. Rao Loan Taken 100.00 682.00
Interest Expenses payable 15.30 (2.41)
Mr. S. N. Kamath Refundable deposit for Leave License 78.75 78.75
Bliss GVS International Pte Ltd Investment In Share Capital 24.05 24.05
Interest Income Receivable 47.96 28.90
Loan given 3,993.94 3,724.99
Kremoint Pharma Pvt. Ltd Investment In Share Capital 1,803.00 1,803.00
Long Term Loan Given 60.00 60.00
Payables 1.09 (0.36)
Receivables 15.97 -
Interest Income Receivable 0.41 -
Bliss GVS Clinic Healthcare Pte Ltd Investment In Share Capital 4.12 4.12
Loan given - 5,526.14
Interest Income Receivable 469.84 757.96
Asterisk Lifesciences Limited (UK) Investment In Share Capital 0.10 0.10
Short Term Loan Given 17.95 18.06
Received and Receivables 19.86 807.11
Interest Income Receivable 0.27 0.18
Lozen Pharma Pvt. Ltd. Receivables 0.25 13.61
Paid and payables (115.58) (83.58)
Greenlife Bliss Healthcare Ltd. Receivables 16.82 15.69
Asterisk Lifesciences GH Limited Receivables 1,128.74 (266.67)
Plastic Ingenuities (I) Pvt. Ltd. Paid and payables (140.28) -
Notes to the financial statements as at and for the year ended March 31, 2019
(b) In accordance with the Clause 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, advance in the nature
of loans is/are as under:
(` in Lakhs)
Loans and Advances to Related Parties includes Loans As at March 31, 2019 As at March 31, 2018
to Subsidiaries along with the purpose of loan as
Balance Maximum Amount Balance Maximum Amount
follows:-
Outstanding during Outstanding during
the year the year
Bliss GVS Clinic Healthcare Pte Ltd (Investment in Step - 5,526.14 5,526.14 6,155.00
down Subsidiary)
Kremoint Pharma Pvt Ltd (Working Capital) 60.00 60.00 60.00 60.00
Asterisk Lifesciences Ltd (Working Capital) 17.95 17.95 18.06 18.06
Bliss GVS International Pte Ltd (Investment in Step Down 3,993.94 3,993.94 3,724.99 3,752.17
Subsidiary)
4,071.89 10,226.89 9,329.19 9,985.23
36. Leases
The significant leasing arrangements are in respect of godown, warehouses, guest house etc. taken on lease. The arrangements range
between 11 months to 5 years and are generally renewable by mutual consent or on mutually agreeable terms. The minimum lease
payments under non-cancellable operating leases are summarized below:
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Not later than one year 229.99 203.79
Later than one year and not later than five years 577.48 310.19
Later than five years Nil Nil
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Profit after tax (` In Lakhs) 7443.39 5,701.46
Weighted number of Shares 10,31,46,672 10,31,46,672
Basic & Diluted EPS (`) 7.22 5.53
Pharmaceuticals is identified as single operating segment for the purpose of making decision on allocation of resources and assessing its
performance.
This information as required under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent
such parties have been identified on the basis of information available with the Company. This information has been relied upon by the
Auditors.
There is ‘Nil’ rental Income from the land at Palghar and ` 1.66 Lakhs from Godown at Palghar.
Notes to the financial statements as at and for the year ended March 31, 2019
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Land 95.76 171.87
Building 29.25 -
In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind
AS 115 ‘Revenue from Contracts with Customers’ (New Revenue Standard), which replaces Ind AS 11 ‘Construction Contracts’ and Ind AS
18 ‘Revenue’. The core principle of the New Revenue Standard is that an entity should recognize revenue to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those
goods or services. The Company has evaluated the effect of adopting this on cumulative basis on the financial statements and the impact
is not material.
44. During the year the Group has incurred CSR Expenses of ` 200 Lakhs (` 190.00 Lakhs) which represents donations/ contributions
to Charitable Trust which are engaged in the CSR activities eligible under section 135 of the Companies Act as specified in
Schedule VII.
45. The standalone financial statements were authorised for issue in accordance with resolution passed by the Board of Directors on
May 18, 2019.
46. The figures as on the transition date and previous year have been rearranged and regrouped wherever necessary and/or practicable
to make them comparable with those of the current year.
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
In our opinion and to the best of our information and according Key Audit Matter
to the explanations given to us, the aforesaid consolidated Ind
AS financial statements give the information required by the Key audit matters are those matters that, in our professional
Companies Act, 2013 (“the Act”) in the manner so required and judgment, were of most significance in our audit of the
give a true and fair view in conformity with the Indian Accounting consolidated Ind AS financial statements of the current period.
Standards prescribed under Section 133 of the Act, and other These matters were addressed in the context of our audit of
accounting principles generally accepted in India, of their the consolidated Ind AS financial statements as a whole, and in
consolidated state of affairs of the Group as at March 31, 2019, and forming our opinion thereon, and we do not provide a separate
its consolidated profit (including other comprehensive income), opinion on these matters.
consolidated changes in equity and its consolidated cash flows for
We have determined the matters described below to be the key
the year then ended.
audit matters to be communicated to our report.
Key Audit Matter Description How the scope of our audit addressed the Key Audit Matter
1. Business Development Expenses
The Holding Company agrees to incur the cost and expenses Our procedures included:
in connection with customer marketing and advertising taking
into consideration such factors as the assistance provided by We have reviewed the business development expenses as per
agent. Third party service providers and other such factor Standard of Auditing (SA) 540 “Auditing accounting estimates
that the Holding Company might reasonably in determining including fair value accounting estimates and related disclosures.”
whether to allocate resources to that agent or Third party. Tests of controls:
For the above the Holding Company has provided for We have evaluated the design, implementation and operating
marketing expenses for distribution which is having impact to effectiveness of key controls over monitoring of business
the profit and loss of the Company to the tune of ` 1,351.15 development expenses.
lakhs.
Tests of details:
We have reviewed the Holding Company’s Policy in regard with
Business Development Expenses
We have verified the expenditure incurred/claimed with relevant
supporting for the same.
We have compared provision for business development expenses
against the expenditure incurred/claimed till the date.
Key Audit Matter Description How the scope of our audit addressed the Key Audit Matter
2. Information Technology General Controls
A significant part of the Holding company’s financial reporting Our procedures included:
process is heavily reliant on IT systems with automated
processes and controls over the capture, storage and We focused our audit on those IT systems and controls that are
extraction of information. A fundamental component of these significant to the Holding Company’s financial reporting process.
processes and controls is ensuring appropriate user access As audit procedures over IT Systems and controls require specific
and change management protocols exist and being adhered expertise, we involved our IT specialist.
to. These protocols are important because they ensure that
access and changes to IT systems and related data are made We assessed the design and tested the operating effectiveness
and authorized in an appropriate manner. As our audit sought of the Holding Company’s IT controls, including those over user
to place a high level of reliance on IT systems and application access and change management as well as data reliability.
controls related to financial reporting, high proportion of the In a limited number of cases we adjusted our planned approach as
overall audit effort was in Information Technology (IT) Systems follows:
and Controls. We focused our audit on those IT systems
and controls that are significant to the Holding Company’s - we extended our testing to identify whether there had been
financial reporting process. unauthorized or inappropriate access or changes made to critical
IT systems and related data;
- where automated procedures were supported by systems with
identified deficiencies, we extended our procedures to identify and
test alternative controls; and
- where required, we performed testing to validate the integrity and
reliability of associated data and reporting.
3. Goodwill
The Group has goodwill of ` 964.77 lakh from business Our procedures included:
combinations.
- We have evaluated the reasonableness of the Cash Flow.
- We have compared short term revenue growth rates to strategic
plans and found to be consistent.
- We found achievability of future margin and found to be based
on past and current performance.
- We found discount rates used to determine the Present Value to
be acceptable.
Our objectives are to obtain reasonable assurance about whether • Obtain sufficient appropriate audit evidence regarding the
the consolidated Ind AS financial statements as a whole are free financial information of the entities or business activities within
from material misstatement, whether due to fraud or error, and the Group to express an opinion on the consolidated Ind AS
to issue an auditor’s report that includes our opinion. Reasonable financial statements. We are responsible for the direction,
assurance is a high level of assurance, but is not a guarantee that supervision and performance of the audit of the financial
an audit conducted in accordance with SAs will always detect a statements of such entities included in the consolidated Ind
material misstatement when it exists. Misstatements can arise AS financial statements of which we are the independent
from fraud or error and are considered material if, individually or auditors. For the other entities included in the consolidated
in the aggregate, they could reasonably be expected to influence Ind AS financial statements, which have been audited by
the economic decisions of users taken on the basis of these other auditors, such other auditors remain responsible for the
consolidated Ind AS financial statements. direction, supervision and performance of the audits carried
out by them. We remain solely responsible for our audit
As part of an audit in accordance with SAs, we exercise professional opinion.
judgment and maintain professional skepticism throughout the
audit. We also: We communicate with those charged with governance of
the Holding Company and such other entities included in the
• Identify and assess the risks of material misstatement of consolidated Ind AS financial statements of which we are the
the consolidated Ind AS financial statements, whether due independent auditors regarding, among other matters, the planned
to fraud or error, design and perform audit procedures scope and timing of the audit and significant audit findings,
responsive to those risks, and obtain audit evidence that is including any significant deficiencies in internal control that we
sufficient and appropriate to provide a basis for our opinion. identify during our audit.
The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as We also provide those charged with governance with a statement
fraud may involve collusion, forgery, intentional omissions, that we have complied with relevant ethical requirements regarding
misrepresentations, or the override of internal control. independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
• Obtain an understanding of internal financial controls independence, and where applicable, related safeguards.
relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3) From the matters communicated with those charged with
(i) of the Companies Act, 2013 we are also responsible for governance, we determine those matters that were of most
expressing our opinion on whether the Group has adequate significance in the audit of the consolidated Ind AS financial
internal financial controls system in place and the operating statements of the current period and are therefore the key audit
effectiveness of such controls. matters. We describe these matters in our auditor’s report unless
law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a d) In our opinion, the aforesaid consolidated Ind AS financial
matter should not be communicated in our report because the statements comply with the Indian Accounting Standards
adverse consequences of doing so would reasonably be expected prescribed under section 133 of the Act.
to outweigh the public interest benefits of such communication
e) On the basis of the written representations received from the
directors as on March 31, 2019 taken on record by the Board
Other Matters of Directors of the Holding Company and the reports of the
statutory auditors of its subsidiaries incorporated in India ,
none of the directors of the Group Companies incorporated
We did not audit the financial statements of the eight subsidiaries
in India is disqualified as on March 31, 2019 from being
included in the consolidated Ind AS financial statements, whose
appointed as a director in terms of Section 164(2) of the Act,
financial statements reflect total assets (after eliminating intra-
group transactions) of ` 16,902.60 lakhs as at March 31, 2019,
f) With respect to the adequacy of the internal financial controls
total revenues (after eliminating intra-group transactions) of
over financial reporting of the Holding Company and its
` 47,347.44 lakhs and net cash flows (after eliminating intra-
subsidiary companies and the operating effectiveness of such
group transactions) amounting to ` (603.97) lakhs and Changes
controls, refer to our separate Report in “Annexure A”, and
in Equity (after eliminating intra-group transactions) amounting to
` 4,790.79 lakhs for the year ended on that date, as considered in g) With respect to the other matters to be included in the
the consolidated Ind AS financial statements. The Ind AS financial Auditor’s Report in accordance with the requirements of
statement of these subsidiaries have been audited by other auditor Section 197(16) of the Act, as amended:
whose reports have been furnished to us by the Management, and
our opinion on the consolidated Ind AS financial statements, in so In our opinion and to the best of our information and
far as it relates to the amounts and disclosures included in respect according to the explanations given to us, the remuneration
of these subsidiaries and our report in terms of sub-section (3) of paid by the Holding Company to its directors during the year
143 of the Act, in so far as it relates to the aforesaid subsidiaries, is is in accordance with the provisions of Section 197 of the Act.
based solely on the report of the other auditors.
h) With respect to the other matters to be included in the
Our Opinion on the consolidated Ind AS financial statements Auditor’s Report in accordance with Rule 11 of the Companies
above, and our report on Other Legal and Regulatory Requirements (Audit and Auditors) Rules, 2014, in our opinion and to the
below, is not modified in respect of above with respect to our best of our information and according to the explanations
reliance on the work done and the reports of the other auditors. given to us:
b) In our opinion, proper books of account as required by law iii. There is no delay in transferring amounts, required to
relating to preparation of the aforesaid consolidated Ind AS be transferred, to the Investor Education and Protection
financial statements have been kept so far as it appears from Fund by the Group Companies incorporated in India.
our examination of those books and records of Holding
Company and the reports of the other auditors. For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS
c) The Consolidated Balance Sheet, the Consolidated
Firm Registration No. 104607W / W100166
Statement of Profit and Loss including Other Comprehensive
Income, the Consolidated Statement of Changes in Equity Sai Venkata Ramana Damarla
and the Consolidated Statement of Cash Flow dealt with Partner
by this Report are in agreement with the relevant books of Membership. No. 107017
account maintained for the purpose of preparation of the Place: Mumbai
consolidated Ind AS financial statements. Dated: May 18, 2019
(` in Lakhs)
Particulars Note As at March 31,2019 As at March 31, 2018
NON CURRENT ASSETS
(a) Property, Plant and Equipment 2.1 13,479.35 12,630.97
(b) Capital work-in-progress 2.1 4,674.40 46.97
(c) Investment property 2.2 69.26 627.08
Goodwill 2.3 964.77 964.77
(d) Other intangible assets 2.4 52.68 51.78
(e) Financial Assets
(i) Investments 3 2.47 2.46
(ii) Loans 4 187.64 176.58
(iii) Others 5 0.47 -
(f) Other non-current assets 6 1,695.17 2,524.04
21,126.20 17,024.65
CURRENT ASSETS
(a) Inventories 7 7,736.74 5,903.35
(b) Financial Assets
(i) Trade receivables 8 46,072.99 29,848.39
(ii) Cash and cash equivalents 9 1,503.93 3,694.96
(iii) Bank balances other than (ii) above 10 9,158.87 5,190.66
(iv) Loans 11 31.82 88.55
(v) Others 12 1,858.90 9,678.58
(c) Current tax assets (Net) 19.18 2.98
(d) Other current assets 13 2,979.07 14,571.29
69,361.50 68,978.76
TOTAL ASSETS 90,487.70 86,003.41
EQUITY AND LIABILITIES
EQUITY
(a) Equity Share Capital 14 1,031.47 1,031.47
(b) Other Equity 15 63,568.39 52,592.46
(c) Minority Interest 1,386.43 1,147.81
LIABILITIES
NON-CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 16 3,253.75 591.55
(b) Provisions 17 175.06 191.08
(c) Deferred tax liabilities (Net) 18 357.30 509.44
(d) Other non-current liabilities 19 12.78 -
3,798.89 1,292.07
CURRENT LIABILITIES
(a) Financial Liabilities
(i) Borrowings 20 6,429.56 10,565.60
(ii) Trade payables
Outstanding dues of micro enterprises and small enterprises 829.06 1,168.73
Outstanding dues of other than micro enterprises and 21 7,065.82 4,674.61
small enterprises
(iii) Other financial liabilities 22 2,650.87 1,605.95
(b) Other current liabilities 23 2,366.21 10,840.17
(c) Provisions 24 494.42 505.62
(d) Current tax liabilities (Net) 866.58 578.92
20,702.52 29,939.60
TOTAL EQUITY AND LIABILITIES 90,487.70 86,003.41
Statement of Significant Accounting Policies 1
The accompanying notes are an integral part of these financial statements 2-46
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
For Kalyaniwalla & Mistry LLP.
Chartered Accountants Mayank S. Mehta S. N. Kamath
Firm Registration No:- 104607W/W100166 Chairman Managing Director
DIN: 00765052 DIN: 00140953
Sai Venkata Ramana Damarla
Partner Vipul B. Thakkar Aditi H. Bhatt
Membership No. 107017 Chief Financial Officer Company Secretary
(` in Lakhs)
Equity Share Capital Number of Shares Amount
Equity Share Capital of ` 1/- As at 31st March 2018 10,31,46,672 1,031.47
Changes during the year - -
Equity Share Capital of ` 1/- As at 31st March 2019 10,31,46,672 1,031.47
` in Lakhs
Other Equity Retained Security General Acturial gains FCTR (OCI) Other Non
Earnings Premium Reserves and losses of Equity Controlling
Defined Benefit Attributable Interest
Plans to Owners
Opening Balance as 47,664.03 1,475.73 4,541.54 4.00 (1,092.84) 52,592.46 1,147.81
at 31.03.2018
Transfer during the
Year
Profit for the Year 12,372.16 - - - - 12,372.16 294.11
Other Comprehensive (17.36) (132.60) (149.96) (51.77)
Income for the Year
Transaction during
the year
Add:
- Others - - - - - - 2.79
Less:
- Dividend, Div 1,246.27 - - - - 1,246.27 6.51
Distribution tax
Closing Balance as at 58,789.92 1,475.73 4,541.54 (13.36) (1,225.44) 63,568.39 1,386.43
31.03.2019
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
(` in Lakhs)
Particulars For the Year ended For the Year ended
March 31, 2019 March 31, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before taxation and exceptional item 18,191.30 17,949.06
Add/(Less) : Depreciation 894.35 2,138.29
Interest Income (681.37) (797.27)
Gratuity Provision (16.02) 10.17
Leave Encashment provisions 0.41 (1.31)
Profit / loss on sale of fixed assets (Net) 222.49 (327.80)
Gain on sale of Subsidiary - (810.87)
Exchange Fluctuations (3,004.47) (568.84)
Interest Expense 441.47 2,280.12
Dividend Income (0.45) -
Bad debts Written off 876.02 118.69
Provision for Doubtful debts 139.95 (40.67)
Balance Written off/back (3.71) (205.66)
Provision for stock 34.18 (39.65)
(1,097.15 ) 1,755.19
Operating profit before working capital changes 17,094.15 19,704.25
Adjustments for increase and decrease in operating
assets Net of disposal and acquisition of subsidiary
Add/Less : (Increase)/Decrease in Non Current Financial Assets 828.40 12,098.88
and others and Non Current Assets
(Increase)/Decrease in Trade and other receivables (18,216.81) (3,706.53)
(Increase)/Decrease in Inventories (1,833.39) (933.83)
(Increase)/Decrease in Other Financial Current Assets 7,447.40 (5,820.43)
(Increase)/Decrease in Other Non Financial 2,979.07 (7,031.54)
Current Assets
Increase/(Decrease) in Non Current Liabilities 12.78 (0.40)
Increase/(Decrease) in Trade Payable 2,051.56 (3,981.28)
Increase/(Decrease) in Current Borrowings (4,136.04) (8,181.52)
Increase/(Decrease) in Other Financial Liabilities 1,044.92 (4,112.16)
Increase/(Decrease) in Other Current Liabilities and (8,485.16) 7,589.03
provision
(18,307.27) (14,079.78)
Cash generated from operations (1,213.12) 5,624.47
Less : Income tax paid (5,208.12) 3,860.54
Net Cash Flow from Operating Activities 3,995.00 1,763.93
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Note 1 Statement of Significant Accounting Policies:
IND AS 115 requires entities to exercise judgement, taking into
IA Background consideration all of the relevant facts and circumstances when
applying each step of the model to contracts with their customers.
The consolidated financial statements comprise the financial
The standard also specifies the accounting for the incremental
statements of Bliss GVS Pharma Limited (“the Group”) and its
costs of obtaining a contract and the costs directly related to
subsidiaries (the Group and its subsidiaries are collectively,
fulfilling a contract. In addition, the standard requires extensive
hereinafter referred to as “the Group”) for the year ended March 31,
disclosures.
2019. The Group is a public Group incorporated in India.
The Group adopted IND AS 115 using the cumulative effect
IB. STATEMENT OF method of adoption with the date of initial application of 1 April
2018. Under this method, the standard can be applied either to all
IND AS 115 supersedes IND AS 11 Construction Contracts, IND AS In the case of foreign subsidiaries, being non-integral foreign
18 Revenue and related interpretations and it applies, with limited operations, revenue items are consolidated at the average
exceptions, to all revenue arising from contracts with customers. exchange rates prevailing during the year. All assets and liabilities are
IND AS 115 establishes a five-step model to account for revenue converted at rates prevailing at the end of the year. Components of
arising from contracts with customers and requires that revenue equity are translated at closing rate. Any gain / (Loss) on exchange
be recognised at an amount that reflect the consideration to difference arising on consolidation is recognized in the Foreign
which an entity expects to be entitles in exchange for transferring Currency Translation Reserve (FCTR) through OCI.
goods or services to a customer.
Consolidated financial statements are prepared using uniform The operation of the Group’s subsidiaries are considered as non
accounting policies for like transactions and other events in similar -integral operations for the purpose of consolidation.
circumstances. If an entity of the group uses accounting policies
other than those adopted in the consolidated financial statements
for like transactions and events in similar circumstances, appropriate b) Basis of Measurement:
adjustments are made to that Group member’s financial
The financial statements have been prepared under the
statements in preparing the consolidated financial statements to
historical cost convention, on the accrual basis of accounting
ensure conformity with the Group’s accounting policies.
except for certain financial assets and liabilities measured at
Consolidated financial statements of all entities used for the fair value and assets held for sale- measured at fair value less
purpose of consolidation are drawn up to same reporting date as cost to sell and defined benefit plan assets measured at fair
that of the parent Group, i.e., year ended on 31st March. When value.
the end of the reporting period of the parent is different from that
Fair value is the price that would be received to sell an asset
of a subsidiary, if any, the subsidiary prepares, for consolidation
or paid to transfer a liability in an orderly transaction between
purposes, additional financial information as of the same date as
market participants at the measurement date, regardless of
the consolidated financial statements of the parent to enable the
whether that price is directly observable or estimated using
parent to consolidate the financial information of the subsidiary,
another valuation technique. In estimating the fair value
unless it is impracticable to do so.
of an asset or a liability, the Group takes into account the
characteristics of the asset or liability if the market participants
Business Combinations and goodwill: would take those characteristics into account when pricing
the asset or liability at the measurement date. Fair value
Business combinations are accounted for using the acquisition measurement and/or disclosure purposes in the financial
method. The cost of an acquisition is measured as the aggregate statements is determined on such a basis except for leasing
of the consideration transferred measured at acquisition date transactions that are within the scope of Ind AS 17, and
fair value and the amount of any non-controlling interests in the measurements that have some similarities to fair value but are
acquire. For each business combination, the Group elects whether not fair value, such as net realisable value in Ind AS 2 or value
to measure the non-controlling interests in the acquiree at fair in use in Ind AS 36.
value or at the proportionate share of the acquiree’s identifiable
net assets. Acquisition related costs are expensed as incurred. In addition, for financial reporting purposes, fair value
measurements are categorized into Level 1, 2 or 3 based on
At the acquisition date, the identifiable assets acquired and the the degree to which the inputs to the fair value measurements
liabilities assumed are recognised at their acquisition date fair values, are observable and the significance of the inputs to the fair
except certain assets and liabilities required to be measured as per value measurement in its entirety, which are described as
the applicable standard. For this purpose, the liabilities assumed follows:
include contingent liabilities representing present obligation and
they are measured at their acquisition fair values irrespective of the I) Level 1 inputs are quoted prices (unadjusted) in active markets
fact that outflow of resources embodying economic benefits is for identical assets or liabilities that the entity can access at
not probable. the measurement date;
After initial recognition, goodwill is measured at cost less any II) Level 2 inputs are inputs, other than quoted prices included
accumulated impairment losses. For the purpose of impairment in Level 1, that are observable for the asset or liability, either
testing, goodwill acquired in a business combination is, from the directly or indirectly; and
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
III) Level 3 inputs are unobservable inputs for the asset or liability. When major items of property, plant and equipment have
different useful lives, they are accounted for as separate items
of property, plant and equipment. The cost of replacement
c) Use of Estimates: of any property, plant and equipment is recognized in the
The preparation of financial statements in conformity with carrying amount of the item if it is probable that the future
Indian Accounting Standards (Ind AS) requires management economic benefit associated with the item will flow to the
to make estimates and assumptions that affect the reported Group and its cost can be measured reliably.
amount of assets, liabilities, revenues and expenses
Pre-operative expenditure comprising of revenue expenses
and disclosure of contingent liabilities at the date of the
incurred in connection with project implementation during
financial statements. The estimates and assumptions
the period up to commencement of commercial production
used in the accompanying financial statements are based
are treated as part of the project costs and are capitalized.
upon management’s evaluation of the relevant facts and
Such expenses are capitalized only if the project to which
circumstances as of the date of financial statements, which
they relate, involve substantial expansion of capacity or
in management’s opinion are prudent and reasonable. Actual
upgradation.
results may differ from the estimates used in preparing
the accompanying financial statements. Any revision to When an asset is scrapped or otherwise disposed of, the cost
accounting estimates is recognised prospectively in current and related depreciation are removed from the books of
and future periods. account and resultant profit (including capital profit) or loss, if
any, is reflected in the Statement of Profit and Loss.
Information about critical judgments in applying accounting
policies, as well as estimates and assumptions that have the Freehold land is carried at historical cost. Depreciation on
most significant effect to the carrying amounts of assets and tangible assets is provided on straight line method over the
liabilities within the next financial year, are included in the useful life of asset prescribed in Part C of schedule II of the
accounting policies: Companies Act, 2013 in order to reflect the actual usages of
the assets.
• Measurement of defined benefit obligations
• Measurement and likelihood of occurrence of provisions
and contingencies III Intangible Assets:
• Recognition of deferred tax assets
• Useful lives of property, plant, equipment and Intangibles Identifiable intangible assets are recognised when it is
• Impairment of Intangibles probable that future economic benefits attributed to the asset
• Impairment of financial assets will flow to the group and the cost of the asset can be reliably
measured.
d) Functional and presentation currency: All Intangible Assets are measured at cost and amortized so as
to reflect the pattern in which the assets economic benefits
The financial statements are presented in Indian Rupees, the are consumed. Brands are amortized over the estimated
currency of the primary economic environment in which the period of benefit, not exceeding five years. Software
Group operates. All the amounts are stated in rupee lakhs. capitalised is amortised over useful life of three to five years
equally commencing from the year in which, the software is
II Property, plant and equipment: put to use.
Property, plant and equipment are stated at their original The estimated useful life of amortizable intangibles is
cost (net of CENVAT/ Value Added Tax/Goods and Service reviewed at the end of each reporting period and change in
Tax wherever applicable) including freight, non- refundable estimates if any are accounted for on a prospective basis.
taxes, duties, customs and other incidental expenses relating
to acquisition and installation less accumulated depreciation IV Investment Properties:
and impairment loss. Interest and other finance charges paid
on loans for the acquisition of tangible qualifying assets are Investment properties are measured initially at cost,
apportioned to the cost of fixed assets till they are ready for including transaction costs. Subsequent to initial recognition,
use. investment properties are stated at cost less accumulated
depreciation and accumulated impairment loss, if any.
Expenditure incurred during the period of construction is
carried as capital work-in-progress and on completion the Though the group measures investment properties using cost
costs are allocated to the respective fixed assets. based measurement, the fair value of investment property is
disclosed in the notes.
V.2
Derivative financial instruments and
Classification hedge accounting
On initial recognition the group classifies financial assets as
The group enters into derivative financial instruments to
subsequently measured at amortised cost, fair value through other
manage its foreign exchange rate risk. Derivatives are initially
comprehensive income or fair value through profit or loss on the
recognized at fair value at the date a derivative contract is
basis of its business model for managing the financial assets and
entered into and are subsequently re-measured to their fair
the contractual cash flow characteristics of the financial asset.
value at the end of each reporting period. The resulting gain or
loss is recognized in statement of profit and loss immediately
The group classifies all financial liabilities as subsequently measured
unless the derivative is designated and effective as a hedging
at amortised cost, except for financial liabilities measured at fair
instrument, in which event the timing of the recognition in
value through profit or loss
statement of profit and loss depends on the nature of the
hedging relationship and nature of hedged items.
Initial recognition and measurement
Hedge accounting is discontinued when the hedging
All financial assets (not measured subsequently at fair value through instrument expires or is sold, terminated or exercised or no
profit or loss) are recognised initially at fair value plus transaction longer qualifies for hedge accounting.
costs that are attributable to the acquisition of the financial asset.
All financial liabilities are recognised initially at fair value and, in V.3 Cash and cash equivalents
the case of loans and borrowings and payables, net of directly
Cash and cash equivalents consists of cash on hand, short
attributable transaction costs.
demand deposits and highly liquid investments that are
Financial assets and liability at amortised readily convertible into known amounts of cash and which
are subject to an insignificant risk of change in value. Short
cost term means investments with original maturities / holding
A ‘financial asset’ is measured at the amortised cost if both the period of three months or less from the date of investments.
following conditions are met: Bank overdrafts that are repayable on demand and form an
integral part of the Group’s cash management are included
i) the asset is held within a business model whose objective is as a component of cash and cash equivalent for the purpose
to hold assets/liability for collecting/paying contractual cash of statement of cash flow and are shown within borrowing in
flows, current liabilities in the balance sheet.
and
V.4 Trade receivables:
ii) contractual terms of the asset/liability give rise on specified
dates to cash flows that are solely payments of principal and Trade receivables are amounts due from customers for
interest (SPPI) on the principal amount outstanding. sale of goods or services performed in the ordinary course
of business. Trade receivables are initially recognized at its
After initial measurement, such financial assets/liability are transaction price which is considered to be its fair value and
subsequently measured at amortised cost using the effective are classified as current assets as it is expected to be received
interest rate (EIR) method. Amortised cost is calculated by within the normal operating cycle of the business.
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
V.5 Borrowings: Cost is determined on the moving weighted average
method. Finished goods and Work in Progress is computed
Borrowings are initially recorded at fair value and subsequently based on respective moving weighted average price of
measured at amortized costs using effective interest method. procured material and appropriate share of labour and
Transaction costs are charged to statement of profit and loss other manufacturing overheads. Net realisable value is the
as financial expenses over the term of borrowing. estimated selling price in the ordinary course of business, less
the estimated costs of completion and the estimated costs
necessary to make the sale.
V.6 Trade payables:
Trade payables are amounts due to vendors for purchase VII Impairment of assets:
of goods or services acquired in the ordinary course of
business and are classified as current liabilities to the extent Financial assets
it is expected to be paid within the normal operating cycle of
the business. At each balance sheet date, the group assesses whether a
financial asset is to be impaired. Ind AS 109 requires expected
credit losses to be measured through loss allowance. The
V.7. Other financial assets and liabilities: group measures the loss allowance for financial assets at an
amount equal to lifetime expected credit losses if the credit
Other non-derivative financial instruments are initially
risk on that financial asset has increased significantly since
recognized at fair value and subsequently measured at
initial recognition. If the credit risk on a financial asset has
amortized costs using the effective interest method.
not increased significantly since initial recognition, the group
measures the loss allowance for financial assets at an amount
V.8 De-recognition of financial assets and
equal to 12-month expected credit losses. The group uses
liabilities both forward-looking and historical information to determine
whether a significant increase in credit risk has occurred.
The group derecognizes a financial asset when the
contractual right to the cash flows from the asset expires or
Non-financial assets
it transfers the rights to receive the contractual cash flows
on the financial asset in a transaction which has substantially Tangible and intangible assets
all the risk and rewards of ownership of the financial asset
are transferred. If the group retains substantially all the risk Property, plant and equipment and intangible assets with
and rewards of ownership of a transferred financial asset, finite life are evaluated for recoverability whenever there
the group continues to recognize the financial asset and is any indication that their carrying amounts may not be
also recognizes a collateralized borrowing for the proceeds recoverable. If any such indication exists, the recoverable
received. amount (i.e. higher of the fair value less cost to sell and
the value-in-use) is determined on an individual asset basis
The group derecognizes a financial liability when its unless the asset does not generate cash flows that are largely
contractual obligations are discharged, cancelled or expired; independent of those from other assets. In such cases, the
the difference between the carrying amount of derecognized recoverable amount is determined for the cash generating
financial liability and the consideration paid is recognized as unit (CGU) to which the asset belongs.
profit or loss.
If the recoverable amount of an asset (or CGU) is estimated
to be less than its carrying amount, the carrying amount of
VI Inventories: the asset (or CGU) is reduced to its recoverable amount. An
impairment loss is recognized in the statement of profit and
Raw Material and Packing Material inventory is valued at cost.
loss to such extent. When an impairment loss subsequently
Inventories of finished goods and work in progress are valued reverses, the carrying amount of the asset (or a CGU) is
at cost or net realizable value, whichever is lower. Cost of raw increased to the revised estimate of its recoverable amount,
materials includes all costs of purchase, conversion and other such that the increase in the carrying amount does not exceed
direct attributable costs (net of CENVAT and VAT,GST set-off), the carrying amount that would have been determined had
incurred for bringing the items to their present location and no impairment loss been recognised for the asset (or CGU)
condition and is determined using the weighted average cost in prior years. A reversal of an impairment loss is recognised
method. However, materials and other items held for use in immediately in statement of profit and loss.
the production of inventories are not written down below
The recoverable amount is the greater of the net selling price
cost if the finished goods in which they will be incorporated
and their value in use. Value in use is arrived at by discounting
are expected to be sold at or above cost.
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
b) Defined contribution plan: Arrangement Fees in respect of long Term Borrowings are
amortised over the period of loan.
The group has a statutory scheme of Provident Fund with the
Regional Provident Fund Commissioner and contributions of
the Group are charged to the Statement of Profit and Loss on XV Taxes on Income:
accrual basis.
Tax Expense comprises of current and deferred tax.
c) Defined benefit Plan:
The current income tax charge is calculated on the basis of
1. Gratuity : the tax laws enacted or substantively enacted at the end of
the reporting period .
The Group’s liability towards gratuity to its employees
is covered by a group gratuity policy with an insurance Deferred taxes arising from deductible and taxable temporary
Group. The Gratuity Plan provides a lump sum payment differences between the tax base of assets and liabilities
to vested employees at retirement, death, incapacitation and their carrying amount in the financial statements are
or termination of employment, of an amount based recognized using substantively enacted tax rates and laws
on the respective employee’s salary and the tenure of expected to apply to taxable income in the years in which
employment. Liability towards gratuity is provided on the temporary differences are expected to be received or
the basis of an actuarial valuation using the Projected settled. The deferred tax arising from the initial recognition
Unit Credit method and the current service cost and of goodwill or an asset or liability in a transaction that is not
interest on the net defined benefit liability / (asset) a business combination and affects neither accounting nor
is recognized in the statement of profit and loss. taxable profit or loss at the time of the transaction are not
Past service cost are immediately recognized in the recognized.
statement of profit and loss. Actuarial gains and losses
Deferred tax asset for all deductible temporary differences
net of deferred taxes arising from experience adjustment
and unused tax loses are recognized only to the extent that
and changes in actuarial assumptions are recognized in
it is probable that future taxable profit will be available against
other comprehensive income in the period in which
which the deductible temporary differences can be utilized.
they arise.
The carrying amount of deferred tax assets is reviewed at
2. Compensated Absences: each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available
Accumulated Compensated absences which are to allow all or part of the deferred income tax assets to be
expected to be availed or encashed beyond 12 months utilized.
from the end of the year are treated as other long term
employee benefits. The Group’s liability is actuarially Deferred tax is measured based on the tax rates and the tax
determined (using the projected unit credit method) laws enacted or substantively enacted at the balance sheet
at the end of the year. Actuarial gains and losses net of date.
deferred taxes arising from experience adjustment and
Dividend distribution tax arising out of payment of dividends
changes in actuarial assumptions are recognized in
to shareholders under the Indian Income Tax Act regulation
profit and loss in the period in which they arise.
are recognized in statement of changes in equity as part of
3. Termination Benefits: associated dividend payment
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Ind AS 109 – Prepayment Features with Ind AS 28 – Long-term Interests in Associates
Negative Compensation. and Joint Ventures
The amendments relate to the existing requirements in Ind AS The amendments clarify that an entity applies Ind AS 109 Financial
109 regarding termination rights in order to allow measurement Instruments, to long-term interests in an associate or joint venture
at amortised cost (or, depending on the business model, at fair that form part of the net investment in the associate or joint
value through other comprehensive income) even in the case of venture but to which the equity method is not applied. The Group
negative compensation payments. does not currently have any long-term interests in associates and
joint ventures.
Ind AS 19 – Plan Amendment, Curtailment
or Settlement Ind AS 103 – Business Combinations and
Ind AS 111 – Joint Arrangements
The amendments clarify that if a plan amendment, curtailment
or settlement occurs, it is mandatory that the current service cost The amendments to Ind AS 103 relating to re-measurement clarify
and the net interest for the period after the re-measurement are that when an entity obtains control of a business that is a joint
determined using the assumptions used for the re-measurement. operation, it re-measures previously held interests in that business.
In addition, amendments have been included to clarify the effect of The amendments to Ind AS 111 clarify that when an entity obtains
a plan amendment, curtailment or settlement on the requirements joint control of a business that is a joint operation, the entity
regarding the asset ceiling. does not re-measure previously held interests in that business.
The Group will apply the pronouncement if and when it obtains
control / joint control of a business that is a joint operation.
Ind AS 23 – Borrowing Costs
The Group is in the process of evaluating the impact of the above
The amendments clarify that if any specific borrowing remains
‘New Standards’ on the present and future arrangements and
outstanding after the related asset is ready for its intended use
shall determine the appropriate transition option once the said
or sale, that borrowing becomes part of the funds that an entity
evaluation has been completed.
borrows generally when calculating the capitalisation rate on
general borrowings.
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Note 2.3 Goodwill as at 31 Mar 2019
(` in Lakhs)
Goodwill
Gross Amount
Opening Balance as at 01.04.2018 964.77
Additions -
Disposals/*Translation adjustment/Transfer -
Closing Balance as at 31.03.2019 964.77
Accumulated Impairement
Opening Balance as at 01.04.2018 -
Amortisation charge for the year -
Disposals/*Translation adjustment/Transfer -
Closing Balance as at 31.03.2019 -
Net Block as on 31.03.2019 964.77
Net Block as on 31.03.2018 964.77
(*) Translation adjustments during the year include reinstatement of Opening cost of assets and Opening accumulated depreciation on
account of foreign currency translation.
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Note 8. Financial Assets- Trade Receivables
(` in Lakhs)
As at March 31, 2019 As at March 31, 2018
Unsecured-considered good 46,309.22 29,935.62
Less : expected credit loss provision* 227.17 87.23
Less : Reserve for doubtful debt 9.06
Total 46,072.99 29,848.39
Notes:
Bliss GVS Pharma Ltd.
* The company has used practical expedient by computing the expected credit loss allowance for trade receivables based as mentioned
in Note. 42 Impairement of financial asset.
Age of Receivables
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Not due 11,795.30 12,654.06
0-90 days 4,686.99 1,953.75
91-180 days 3,965.52 2,946.07
181 -365 days 5,275.70 6,629.70
more than 365 days 7,864.98 4,111.60
Total (a) 33,588.49 28,295.17
Foreign Exchange gain/(loss)(b) 847.48 46.36
Total (a)+(b) 34,435.97 28,341.54
Less : ECL @ 1.13% 227.17 87.23
Net trade receivables 34,208.80 28,254.31
ECL-Ageing
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Not due 22.04 5.83
0-90 days 22.03 7.94
91-180 days 33.09 10.72
181 -365 days 63.59 33.98
more than 365 days 86.42 28.76
Total 227.17 87.23
Note 13. Non Financial Assets- Other Current assets
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Advances other than capital advances (Unsecured-Considered Good, unless
Otherwise Stated)
Advances to Related parties 4.56 286.17
Other Advances (Advances recoverable in cash or kind)
Employees 2.97 0.11
Advance to Suppliers 1,330.86 12,442.89
Advance Income Tax (Net of Provision) 8.05 3.76
Employee Travel Advances 3.86 0.03
GST receivable and balances with Customs,Port Trust and other authorities etc. 1,547.39 1,805.90
Total Advances 2,897.69 14,538.86
Others (Unsecured-Considered Good, unless Otherwise Stated)
Prepaid Expenses 81.38 32.43
Total 2,979.07 14,571.29
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Note 14. Share Capital
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
(a) Authorised
15,00,00,000 Equity Shares of Re.1/ each 1,500.00 1,500.00
1,500.00 1,500.00
(b) Issued, Subscribed and paid up
10,31,46,672 Equity Shares of Re. 1/ each, fully paid 1,031.47 1,031.47
Total 1,031.47 1,031.47
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
C) Reconciliation of opening and closing equity No of Amount No of Amount
share capital shares Holding shares held Holding
Opening Balance 10,31,46,672 1,031.47 10,31,46,672 1,031.47
Closing Balance 10,31,46,672 1,031.47 10,3,1,46,672 1,031.47
e) The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the
repayment of capital.
The Company has only one class of Equity Shares having a par value of ` 1/- per share. Each Shareholder is eligible for one vote per
share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be
entitled to receive any of the remaining assets of the Company, in proportion to the number of equity shares held by them.
f) There are no shares reserved for issue under options and contracts/ arrangements/ commitments.
g) The Board of Directors in their meeting held on May 18, 2019 proposed a dividend of ` 1 /- per share. (Previous Year- ` 1/- per share)
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Bliss GVS Pharma Limited
a) Includes Loan of ` Nil Lakhs (As at 31.03.2018- ` 542.30 Lakhs) including current maturities of ` Nil Lakhs (As at 31.03.2018-`152.06
Lakhs) for Plot no 1,2,3 and adjacent open space for new plant is secured by Land and Building at Plot 1,2,3 which was repayable
in 44 Monthly equal installments as on 31.03.2018 @ 10.8% Linked to 1 Year MCLR.
b) Includes Loan of ` Nil Lakhs (As at 31.03.2019- ` Nil Lakhs) including current maturities of ` Nil Lakhs (As at 31.03.2018-
` 409.37 Lakhs) R&D Lab is secured by all the assets of the Company which is repayable in 48 equal monthly installments.
c) Includes loan of ` 3440.03 Lakhs (As at 31.03.2018 - `100 Lakhs) including current maturities of ` 435.51 Lakhs (As at 31.03.2018-
` Nil Lakhs) taken for Proposed Palghar (East) Plant from The Export Import Bank of India is an exclusive charge on proposed
plant, pari pasu charge on all immovable and movable fixed assets of the Company, which is payable @ Libor+2.9% and in 90
monthly instalment out of which first 18 months is moratorium period)
a) Includes Loan of ` 64.35 Lakhs (As at 31.03.2018- ` 94.55 Lakhs,) including current maturities of ` 16.12 Lakhs (As at 31.03.2018-
` 15.06 Lakhs) for Audi Car which is secured by the car @ 8.25% (Linked 364 days T Bill) and is repayable in 41 equal monthly
installments as on 31.03.2019.
Includes loan for Vikhroli Office of ` 258.85 Lakhs including current maturities of ` 57.86 Lakhs for Vikhroli Office and is secured by the said
office thereon which is payable from June 18 in 60 equal instalments
i) Includes Foreign Bill Discounting Limits with Federal bank which are secured against the Foreign Debtors.
ii) Includes cash credit secured by Inventory and books Debts of the Company. It also includes packing credit Limit which is also secured
by inventory and Books Debts of the Company.
iii) Includes Demand loan from Banks secured against Fixed deposits with Federal bank.
iv) Unsecured Loan represents demand loan of taken from Director Ms. Shruti Vishal Rao.
The Cash Credit of bank bears interest of 1 Year MCLR +2.05% i.e. 11.25%(12.95%) and bill discounting of carries bears interest @ 1 Year MCLR
+2.05% i.e, 10.75% and is secured against hypothecation of Stock In Trade and Book Debts and collateral is Flat no. 602, E-Wing, Ashok
Nagar Building No. 1 CHS Ltd, Off Military Road, Andheri East, Mumbai-400072 and Property at Land bearing Gut No. 64 Gorhe Village, Wada
Thane and Persoanl Guarantees of Directors. Overdraft facility of Bank and working capital demand loan carries interest @ of 9.17% to 9.25%
and is secured by Fixed Deposit of Holding Company. Kremoint Pharma Private Limited
` 108.58 Lakhs (81.10 Lakh) of overdraft is included in Working capital demand loan and cash credit from bank.
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Note 22. Other Current Financial Liabilities
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Current maturities of long term debt 510.65 638.25
Interest accrued but not due on borrowings 44.53 0.39
Unclaimed dividend 151.09 112.64
Creditors on Capital Account 1,362.29 23.02
Employee benefits 169.39 134.61
Other Payables 412.92 697.04
Total 2,650.87 1,605.95
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Note 27 b. Changes in Inventories of Finished Goods/
WIP/Stock-in-Trade
(` in Lakhs)
Particulars For the Year For the year ended For the year ended For the year
ended March March 31, 2018 March 31, 2018 ended March
31, 2019 from continued from discontinued 31, 2018
operations operations
Opening Stock of
-Work in Progress 546.18 169.08 169.08
-Finished Products Produced 1,639.36 1,290.28 669.26 1,959.54
-Purchased for sale 2.26 2.29 2.29
2,187.80 1,461.65 669.26 2,130.91
Less: Closing Stock of
-Work in Progress 482.32 546.18 0 546.18
-Finished Products Produced 2,358.84 1,244.60 394.76 1,639.36
-Purchase for sale - 2.26 0 2.26
2,841.16 1,793.04 394.76 2,187.80
Decrease/(Increase) in Stock (653.36) (331.39) 274.50 (56.89)
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Note 31 - Fair value measurements
Financial instruments by category:
(` in Lakhs)
As at March 31, 2019 As at March 31, 2018
Sr. Particulars FVOCI FVTPL Amortised FVOCI FVTPL Amortised
No Cost Cost
(A) Financial assets (other than
investment in subsidiaries and
associates)
Non current assets
1 Investments in Unquoted Equity - - 2.47 - - 2.46
Shares
2 Non-current loans - - 187.64 - - 176.58
3 Other 0.47
(B) Current assets
1 Trade receivables 4,419.64 41,653.35 85.62 29,762.77
2 Cash & Cash Equivalents - 1,503.93 - - 3,694.96
3 Other bank balances - 9,158.87 - - 5,190.66
4 Current loans - 31.82 - - 88.55
5 Other current financial assets - 1,858.90 - - 9,678.58
Total financial assets - 4,419.64 54,397.45 - 85.62 48,594.56
Financial liabilities
(A) Non-current liabilities
1 Non-current borrowings - - 3,253.75 - - 591.55
(B) Current liabilities
1 Current borrowings - - 6,429.56 - - 10,565.60
2 Trade payables - - 7,894.88 - - 5,843.34
3 Other financial liabilities - - 2,650.87 - - 1,605.95
Total financial liabilities - - 20,229.06 - - 18,606.44
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised
and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide
an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the three
levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. The Group doesn’t have investment in equity
instruments that have quoted price.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which
maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair
value an instrument are observable, the instrument is included in level 2. Instruments in the level 2 category for the Group include forward
exchange contract derivatives.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is includedin this level. Instruments
in level 3 category for the Group include unquoted equity shares.
The carrying amounts of trade receivables, cash and cash equivalents, and other bank balances, current loans, other current financial assets,
current borrowings, trade payables and other financial liabilities are considered to be approximately equal to the fair value.
The fair values disclosed above are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values
in the fair value hierarchy due to the use of unobservable inputs.
Valuation process
The Group evaluates the fair value of financial assets and financial liabilities on periodic basis using the best and most relevant data available.
Also, the Group internally evaluates the valuation process and obtains independent price validation for certain instruments wherever
necessary.
The Group is exposed to credit risk from loans to group companies, bank balances, security deposits, investments measured at
amortised cost, trade receivables and other current financial assets.
The Group periodically assesses the financial reliability of the counter party, taking into account the financial condition, current economic
trends, and analysis of historical bad debts and ageing of accounts receivable. Individual limits are set accordingly. Investments at
Amortised Cost are strategic investments in associated lines of business activity, the Group closely monitors the performance of these
Companies.
Bank deposits are placed with reputed banks / financial institutions. Hence, there is no significant credit risk on such fixed deposits.
Loans and other deposits are mostly placed with group companies and government authorities hence the risk of credit loss is negligible.
Loans to group companies are reassessed at every reporting dates. The loans are extended for genuine business activities.
Trade Receivable: The Group trades with recognized and credit worthy third parties. It is the Group’s policy that all customers who wish
to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an on-going
basis with the result that the Group’s exposure to bad debts is not significant. Also the Group does not enter into sales transaction with
customers having credit loss history. There are no significant credit risks with related parties of the Group. The Group is exposed to
credit risk in the event of non-payment by customers. Also credit risk in some of cases are mitigated by letter of credit/Advances from
the customer.
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
B. Liquidity risk:
Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at a reasonable price. For
the Group, liquidity risk arises from obligations on account of financial liabilities
(` in Lakhs)
Particulars Impact on Profit or (loss) statement
Cash flow sensitivity (net) 50 bps increase 50 bps decrease
Variable-rate borrowings for the period ended 31.03.2019 -47.48 47.48
Variable-rate borrowings For the year ended 31.03.2018 -51.88 51.88
D. Market risk:
Foreign currency risk
The Group is exposed to foreign exchange risk arising from foreign currency receivables and payables. The foreign currency exposures
are to USD, Euro, CHF and PHP.
Considering the time duration of exposures, the Group believes that there will be no significant impact on account of fluctuation in
exchange rates.
Foreign currency exposure, which is hedged as at the end of the year is:
(` in Lakhs)
Particulars 2019 2018
Forward contracts to sell USD / INR $ 56.000 3,946.03 - -
Forward contracts to sell EUR / USD € 6.000 473.61 €1 85.62
Foreign currency exposure, which is unhedged as at the end of the year is:
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
Sensitivity to foreign currency risk
(` in Lakhs)
Particulars Impact on statement of profit and loss (Before
tax) for the year ending Profit/(Loss)
As at March 31, 2019 As at March 31, 2018
Net Gain/(Loss) Net Gain/(Loss)
USD sensitivity
INR/USD
Increase by 1% 220.52 210.21
Decrease by 1% (220.52) (210.21)
EURO sensitivity
INR / EURO
Increase by 1% 5.27 6.64
Decrease by 1% (5.27) (6.64)
Total Impact of foreign currency fluctuation Net Gain/(Loss) Net Gain/(Loss)
Increase by 1% 225.79 216.85
Decrease by 1% (225.79) (216.85)
The Group monitors capital using gearing ratio, which is total borrowing divided by total capital (equity plus net debt). Total borrowing
are non-current and current borrowing. Equity comprises all components including other comprehensive income.
Expenses recognised in the Statement of Profit and Loss for the year ended 31st March 2019 in respect of gratuity is summarized below:-
(` in Lakhs)
Sr. Particulars As at March 31, 2019 As at March 31, 2018
No
I Expense recognised in the Statement of Profit and loss.
1 Current Service Cost 44.6 38.52
2 Interest 22.73 18.19
3 Past Service Cost - 30.38
4 Expected Return on plan assets (11.89) (7.78)
5 Total expense (A) 55.44 79.31
II Expense recognised in other comprehensive income for the year
1 Actuarial (Gain)/Loss due to Financial assumption changes in DBO 4.07 (9.17)
2 Actuarial (Gain)/Loss due to experience on DBO 24.08 (17.03)
3 Return on Plan asset(Greater)/Less than discount rate (1.47) (2.94)
Total Actuarial (Gain)/Loss included in OCI (B) 26.68 (29.14)
Total cost recognised Total Comprehensive Income (A)+(B) 82.12 50.17
III Net Asset/(Liability) recognised in the Balance Sheet
1 Present Value of Defined Benefit Obligation 435.15 346.34
2 Fair Value of plan assets 259.53 155.27
3 Amount Recognised Asset/(Liability) (175.61) (191.08)
IV Change in the obligation during the year
1 Present Value of Defined Benefit Obligation at the beginning of the year 346.34 296.12
2 Current Service Cost 44.60 38.52
3 Interest Cost 22.73 18.19
4 Actuarial (Gain)/Loss 28.16 -26.20
5 Benefit paid (6.68) (10.66)
6 Past Service Cost – Vested -
7 Past Service Cost – Non – Vested - 30.38
8 Present Value of Defined Benefit Obligation at the end of the year 435.15 346.34
V Change in Fair Value of Assets during the year
1 Fair Value of plan assets at the beginning of the year 162.89 115.22
2 Expected return on plan assets 11.89 7.78
3 Contributions by employer 89.97 40.00
4 Actual benefits paid (6.69) (10.66)
5 Actuarial Gain/(Loss) on Plan Assets 1.47 2.93
6 Fair Value of plan assets at the end of the year 259.53 155.27
VI The major categories of plan assets as a percentage of total plan
Funded with LIC 100% 100%
VII Actuarial assumptions
1 Discount Rate 7.1 7.30%
2 Expected rate of return on plan assets 7.59% 7.40%
3 Salary Increase Rate 15% 15%
4 Attrition Rate 20% 20%
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
(` in Lakhs)
VIII Current/Non-Current Benefit Obligation (The basis of split is on “Net As at March 31, 2019 As at March 31, 2018
Liability” basis.)
Current
Non – Current 175.61 191.08
Total 175.61 191.08
The expected Liability contributions for the next year is approximately ` 80.59 Lakhs.
Gratuity for the Current and four years preceding the financial year 2018-19
(` in Lakhs)
Particulars 2018-19 2017-18 2016-17 2015-16 2014-15
Liability at the end of the year 435.14 346.34 296.12 234.71 190.43
Fair Value of Plan Assets at the end of the year 259.53 155.27 115.22 67.87 50.58
Amount recognised and disclosed under the head 175.61 191.08 180.90 166.84 139.85
“Provisions for Employee Benefits”
(Gains)/losses due to change in Assumptions 4.07 (9.17) 9.08 4.50 10.25
Experience Adjustments - Plan Liabilities 24.07 (17.03) 4.91 3.54 (1.30)
Total (Gain)/Loss 28.14 (26.20) 13.99 8.04 8.94
Note:- The Gratuity fund is entirely invested in group gratuity policy with the Life insurance corporation of India. The information on the
allocation of the funds into major asset classes and the expected return on each class is not readily available.
(` in Lakhs)
Name Transaction Outstanding Outstanding
For the year ended For the year ended
March 31, 2019 March 31, 2018
Mr. Gautam R. Ashra Refundable deposit for Leave License 30 30
Mrs. Mamta Gautam Ashra Refundable deposit for Leave License 48.75 48.75
Mrs. Shruti V. Rao Loan Taken 100 682
Interest Expenses payable 15.304 (2.41)
Mr. S. N. Kamath Refundable deposit for Leave License 78.75 78.75
Lozen Pharma Pvt. Ltd Receivables 0.25 13.61
Paid and payables (115.58) (83.58)
Plastic Ingenuities (I) Pvt. Ltd Paid and payables (140.28) -
36. Leases
The significant leasing arrangements are in respect of godown, warehouses, guest house etc. taken on lease. The arrangements range
between 11 months to 5 years and are generally renewable by mutual consent or on mutually agreeable terms. The minimum lease
payments under non-cancellable operating leases are summarized below:
(` in Lakhs)
Particulars As at March 31, 2019 As at March 31, 2018
Not later than one year 256.16 211.05
Later than one year and not later than five years 601.7 324.43
Later than five years Nil Nil
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
37. Earnings per share
Earnings Per Share is calculated by dividing the profit attributable to the equityshareholders by the average number of equity shares
outstanding during the year. Numbers used for calculating basic and diluted earning per share are as stated below:
Revenue from the customer based in Singapore contributed more than 10% out of the group’s total revenue.
This information as required under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent
such parties have been identified on the basis of information available with the Group. This information has been relied upon by the Auditors.
41. During the year the Group has incurred CSR Expenses of ` 200 Lakhs (` 190.00 Lakhs) which represented donations/ contributions
to Charitable Trust which are engaged in the CSR activities eligible under section 135 of the Companies Act as specified in Schedule VII.
Notes to the consolidated financial statements as at and for the year ended
March 31, 2019
42. Impairment of assets
Bliss GVS Pharma Limited
Debtors outstanding are classified among regions as debtors of Africa, India and Global excluding Africa for last 5 year on quarterly basis
into buckets on the basis of due dates as follows:0-90 days;90-180days; and than proportion of amount in each bucket to total debtors is
worked out. Average of entire 5 year of each bucket than two years avg of the 5 year average is calculated. Probability of debtors in each
bucket shifting to next bucket is calculated. Average of all the probability of all 5 year is calculated and multiplied to the total debtors of
that region. Likewise expected credit loss is worked out for all three regions mentioned above and aggregate of all three is recognised as
expected credit loss in profit and loss account.
The group has incurred loss of ` 3,419.88 Lakhs on divestment of step down subsidiary which is Bliss GVS Healthcare on March 15, 2018,
the disposed entity constitute a separate major component of the company and therefore has been classified as discontinued business.
The above loss is disclosed as exceptional item and analysis of revenue, expenses and profit and loss of discontinuing operations as per
Para 33 (b) of IND As 105 ‘Noncurrent Assets Held for sale and Discontinued Operations” in the statement of Profit/(Loss) account for the
year ended March 31,2018.
44. The consolidated financial statements were authorised for issue in accordance with resolution passed by the Board of Directors on
May 18, 2019.
45. The figures as on the transition date and previous year have been rearranged and regrouped wherever necessary and/or practicable
to make them comparable with those of the current year.
Bliss GVS Pharma Ltd 91.42% 60,327.36 58.77% 7,443.40 8.61% -17.36 59.58% 7,426.04
Subsidiaries - - -
Foreign - -
1 Bliss GVS International Pte. Ltd (1.72%) (1,134.46) 1.15% 145.05 - 1.16% 145.05
2 Bliss GVS Clinic Healthcare Pte. Ltd 9.61% 6,339.85 38.62% 4,891.41 - 39.24% 4,891.41
As per our attached report of even date For & on behalf of the Board of Directors of Bliss GVS Pharma Limited
PROXY FORM
[Pursuant to this Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Registered office : 102, Hyde Park, Saki Vihar Road, Andheri (East), Mumbai 400072.
Registered Address:
Email-Id :
I/We, being the member (s) holding shares of the above named company, hereby appoint
1. Name:
Address:
E-mail Id:
2. Name:
Address:
E-mail Id:
3. Name:
Address:
E-mail Id:
1. To consider and adopt the Audited Standalone & Consolidated Financial Statement
of the Company for the financial year ended March 31, 2019 and the Report of the
Board of Directors and Auditors thereon
2. To confirm the declaration of dividend of Re. 1.00/- (100%) per equity share for the
financial year ended March 31, 2019
10. Re-appointment of Mr. Vishal Vijay Rao as a General Manager, a relative of directors
holding office or place of profit in the Company
11. Renewal of Leave and License Agreement of office Premises from Promoters of
the Company
Affix
Signature of shareholder: Revenue
Stamp
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less
than 48 hours before the commencement of the Meeting.
ATTENDANCE SLIP
34th Annual General Meeting 2018-2019
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
Joint shareholders may obtain Additional Slip at the Venue of the Meeting.
I hereby record my presence at the 34th Annual General Meeting of the members of the Company held on Friday, September 20, 2019 at
10.30 a.m. at Hotel The Mirador, New Link Road, Andheri (East), Mumbai - 400 099 on
Folio/Client ID No.: