Directors Report of Bliss GVS Pharma Ltd.

Mar 31, 2025

The Board of Directors is pleased to submit its report on the performance of the Company along with the audited standalone
and consolidated financial statements for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Gross Total revenue	70,342.11	63,896.02	84,621.97	79,898.23
Profit before tax and exceptional item	9,417.11	11,134.38	12,563.92	14,606.81
Profit for the year (after tax and attributable to shareholders)	6,896.87	5064.49	9,025.53	8,157.79
Other Comprehensive Income for the year (not to be reclassified to P&L)	(55.72)	(15.36)	(56.84)	(17.26)
Other Comprehensive Income for the year (to be reclassified to P&L)	-	-	(177.72)	472.11
Surplus brought forward from the last balance sheet	89,257.20	84,618.08	88,699.01	81,492.43
Profit available for appropriation	96,211.26	89,778.32	97,185.35	89,220.13
Appropriations:
Dividend	524.84	521.12	524.84	521.12
Tax on Dividend	-	-	-	-
Surplus carried forward	95,686.42	89,257.20	96,660.51	88,699.01

2. OVERVIEW OF FINANCIAL PERFORMANCE:

During the financial year ended March 31, 2025, the
Company''s total revenue from operations including
other income on a standalone basis was H 70,342.11 Lakh
as compared to H 63,896.02 Lakh in the previous year.

During the financial year ended March 31, 2025,
the Company and its subsidiary''s total consolidated
revenue from operations including other income on a
consolidated basis increased to H 84,621.97 Lakh as
against H 79.898.23 Lakh in the previous year.

During the financial year ended March 31, 2025,
Standalone Profit before Tax and Exceptional item
decreased to H 9,417.11 Lakh as against H 11,134.38 Lakh
in the previous year whereas Consolidated Profit before
Tax and Exceptional item decreased to H 12,563.92 Lakh
as against H 14,606.81 Lakh in the previous year.

The Standalone Net Profit for the financial year ended
March 31, 2025, increased to H 6,896.87 Lakh as
against H 5,064.49 Lakh in the previous year while the
Consolidated Net Profit increased to H 9,025.53 Lakh as
against H 8,157.79 Lakh in the previous year.

3. STATE OF COMPANY''S AFFAIRS AND
FUTURE OUTLOOK:

The last financial year was a decent year for the
Company in terms of financial performance. Our

strategic focus for the future is centered on building
enduring capabilities that will propel us toward
long-term growth, innovation, and resilience. In FY
2025, we made meaningful progress across several
fronts that strengthen our foundation and position us
for the next phase of our journey.

The successful commissioning of an additional 2.5 MW
solar capacity in Q4 FY 2025 reflects our commitment
to sustainability and operational efficiency. By further
reducing our carbon footprint and energy costs, we
are building energy resilience and aligning with global
ESG expectations.

As we move forward, we remain focused on investing
in product innovation, infrastructure, talent, and
digitalization. By building these capabilities today, we
are ensuring that Bliss GVS is well-equipped to navigate
industry challenges, capture new opportunities, and
create lasting value for all stakeholders.

For more information on the Business overview and
outlook and state of the affairs of the Company has
been provided in detail in the Management Discussion
& Analysis Report.

4. CHANGE IN THE NATURE OF BUSINESS,
IF ANY:

There was no change in the nature of business of the
Company or any of its subsidiaries during the year.

5. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company
as on March 31, 2025, is H 10,53,70,272/- (Rupees
Ten Crores Fifty-Three Lakh Seventy Thousand Two
Hundred and Seventy-Two Only). Out of the total paid-
up share capital of the Company, 35.29% is held by the
Promoter & Promoter Group in fully dematerialized
form and the balance of 64.71% is held by persons
other than Promoter and Promoter Group, out of which
the majority is in dematerialized form.

During the year, the Company has issued 6,79,450
equity shares under Bliss GVS ESOP 2019.

Further, during the year under review, the Company
has neither issued shares with differential rights as to
dividend, voting, or otherwise nor has issued sweat
equity under any scheme. Further, none of the Directors
of the Company holds investments convertible into
equity shares of the Company as on March 31, 2025.

6. DIVIDEND:

The Board of Directors at their meeting held on May
12, 2025, has recommended a Final Dividend of H 0.50
paisa (i.e 50%) per equity share of H 1/- each for the
year ended March 31, 2025, subject to the approval of
the shareholders at the ensuing 40^th Annual General
Meeting (''40^th AGM'') of the Company. The dividend
payout will be done in compliance with applicable SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulations'') &
Companies Act, 2013 (''the Act'').

In view of the changes made under the Income-Tax
Act, 1961, by the Finance Act, 2020, the dividend paid
or distributed by the Company shall be taxable in the
hands of the members. Accordingly, the Company shall
make the payment of the Dividend after the deduction
of tax at source to the members.

In terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (''SEBI
Listing Regulations'') the Board of Directors of the
Company (the ''Board'') formulated and adopted the
Dividend Distribution Policy (the ''Policy'').

The Policy of the Company is available on the
Company''s website and can be accessed at https://
www.blissgvs.com/policies-and-codes1/.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the
Reserve for the financial year ended March 31, 2025.

8. DEPOSITS:

The Company has not accepted any deposits from the
public/ members during the year under review within the

meaning of sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014, and accordingly, no amount on
account of principal or interest on public deposits was
outstanding as on March 31, 2025.

9. MATERIAL CHANGES AND COMMITMENT,
IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

There are no material changes and commitments
that affect the financial position of the Company that
have occurred between the end of the financial year
to which the financial statements relate and the date
of this report, other than those already mentioned
in this Report.

10. SUBSIDIARIES:

As on March 31, 2025, the Company has 2
wholly-owned subsidiaries, 1 partly-owned subsidiary,
and 3 step-down subsidiaries. The Company does not
have any joint venture/associate company(ies) within
the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of
the Act and Rule 5 and Rule 8(1) of the Companies
(Accounts) Rules, 2014, the salient features of financial
statements, performance, and financial position of
each of the subsidiaries are given in "Form AOC-1" as
‘Annexure-T to this Report.

In accordance with the third proviso of Section 136(1)
of the Companies Act, 2013, the Annual Report of
the Company, containing therein its standalone and
consolidated financial statements together with
relevant documents has been placed on the website
of the Company www.blissgvs.com. Further, as per
the fourth proviso of the said section, the audited
annual accounts of each of the subsidiary companies
have been placed on the website of the Company,
http://www.blissgvs.com/investors/financials/
financial-subsidiaries/.

The Company has a policy for determining material
subsidiaries and the same is available on the
Company''s website at http://www.blissgvs.com/
policies-and-codes1/.

11. INVESTOR EDUCATION AND PROTECTION
FUND ("IEPF"):

Pursuant to the applicable provisions of the Companies
Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ("the IEPF
Rules"), all unpaid or unclaimed dividends are
required to be transferred by the Company to the
IEPF established by the Government of India, after
the completion of seven years. Further, according to
the IEPF Rules, the shares on which dividend has not
been paid or claimed by the shareholders for seven

consecutive years or more shall also be transferred to
the Demat account of the IEPF Authority.

During the year, the Company has transferred a total
unclaimed and unpaid final dividend of H 19,71,958 for
the F.Y. 2016-17 (Final) to IEPF Authority. Further,
81,807 corresponding shares on which dividends were
unclaimed for seven consecutive years were transferred
to the IEPF Authority as per the requirements of
the IEPF Rules.

Year-wise amounts of unpaid/unclaimed dividends
standing in the unpaid account up to the year, and the
corresponding shares, which are liable to be transferred
are provided in the Corporate Governance Report
and are also available on the Company''s website at
www.blissgvs.com.

12. EMPLOYEE STOCK OPTION PLAN (''ESOP''):

The Company has in force the Employee Stock Option
Plan ("ESOP 2019") to reward the employees for
their loyalty and contribution to the Company and to
motivate them to keep contributing to the growth and
profitability of the Company. The Company also intends
to use this ESOP, 2019 to attract and retain talent in
the Company and to give its employees co-ownership.
During the year, there have been no material changes
made to the scheme. The ESOP scheme of the Company
is in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.

The applicable disclosure prescribed under the said
Regulations with regard to the ESOP Scheme as of
March 31, 2025 is available on the website of the
Company at www.blissgvs.com.

13. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

Director liable to Retirement by Rotation

Mrs. Vibha Gagan Sharma (DIN: 02307289),
Whole-Time Director of the Company, is liable to
retire by rotation at the ensuing 40^th AGM pursuant
to the provisions of Section 152 of the Act read with
the Companies (Appointment and Qualification of
Directors) Rules, 2014 and the Articles of Association
of the Company and being eligible offers herself
for re-appointment, on the recommendation of the
Nomination & Remuneration Committee and Board of
Directors of the Company.

Particulars in pursuance of Regulation 36 of the SEBI
Listing Regulations read with Secretarial Standard -
2 on General Meetings relating to Mrs. Vibha Gagan
Sharma is given in the Notice of 40^th AGM.

During the year, following are the changes in Directors
and Key Managerial Personnel of the Company.

Completion of Tenure of Mr. Subramanian
Ramaswamy Vaidya (DIN: 03600249) as a Non¬
Executive Independent Director of the Company.

Mr. Subramanian Ramaswamy Vaidya (DIN: 03600249)
has completed his second and final term as a Non¬
Executive Independent Director with the Company.
As a result, he ceased to be a Director and Chairman
of the Company w.e.f. close of business hours on
August 27, 2024.

Appointment of Mr. Nandkumar Kashinath Chodankar
(DIN: 02736718) as a Non-Executive Independent
Director of the Company.

Mr. Nandkumar Kashinath Chodankar (DIN: 02736718)
has been appointed as a Non-Executive Independent
Director of the Company for the first term of five (5)
consecutive years w.e.f. June 22, 2024, not liable to retire
by rotation which was duly approved by the shareholders
in 39^th Annual General Meeting held on July 25, 2024.

Re-appointment of Ms. Shilpa Bhatia (DIN:
08695595) as a Non-Executive Independent Director
of the Company.

Ms. Shilpa Bhatia (DIN: 08695595) has been appointed
as a Non-Executive Independent Director of the
Company for the Second term of five (5) consecutive
years w.e.f. February 11, 2025, not liable to retire by
rotation which was duly approved by the shareholders
in 39^th Annual General Meeting held on July 25, 2024.

Key Managerial Personnel

Re-appointment of Mr. Gagan Harsh Sharma (DIN:
07939421) as a Managing Director of the Company.

Mr. Gagan Harsh Sharma (DIN: 07939421) has been
re-appointed as a Managing Director of the Company
for period of 3 years with effect from May 11, 2024, not
liable to retire by rotation which was duly approved by
the shareholders in 39^th Annual General Meeting held
on July 25, 2024.

Re-appointment of Dr. Vibha Gagan Sharma (DIN:
02307289) as a Whole -Time Director of the Company.

Dr. Vibha Gagan Sharma (DIN: 02307289) has been
re-appointed as a Whole -Time Director of the Company
for period of 3 years with effect from January 27, 2025,
liable to retire by rotation which was duly approved by
the shareholders in 39^th Annual General Meeting held
on July 25, 2024

Re-appointment of Mrs. Shruti Vishal Rao (DIN:
00731501) as a Whole -Time Director of the Company.

Mrs. Shruti Vishal Rao (DIN: 00731501) has been
re-appointed as a Whole -Time Director of the Company
for period of 3 years with effect from April 01, 2025,
liable to retire by rotation which was duly approved by
the shareholders in 39^th Annual General Meeting held
on July 25, 2024

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration
from each Independent Director under Section 149 (7)
of the Companies Act, 2013 that they meet the criteria
of independence laid down in Section 149 (6) of the
Companies Act, 2013 along with a declaration received
pursuant to sub-rule (3) of Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014. They have also furnished the declaration pursuant
to Regulation 25(8) of the SEBI Listing Regulations
affirming compliance to the criteria of Independence
as provided under Regulation 16(1)(b) of the SEBI
Listing Regulations.

Based on the declarations and confirmations of the
Independent Directors and after undertaking the due
assessment of the veracity of the same, the Board of
Directors recorded their opinion that all the Independent
Directors are independent of the Management and
have fulfilled all the conditions as specified under the
governing provisions of the Companies Act, 2013 and
the SEBI Listing Regulations.

Further, the Independent Directors have also
confirmed that they have complied with the Company''s
code of conduct.

15. BOARD MEETINGS:

The Board met Four (4) times during the financial year
2024-25. The maximum gap between any two Board
Meetings did not exceed one hundred and twenty days.
The details of the meetings and attendance of directors
are furnished in the Corporate Governance Report
which forms part of the Annual Report and is attached
as an ‘Annexure-VIII‘ to this Board''s Report.

16. COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Board had the following Five (5) Committees as on
March 31, 2025:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee.

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

17. EVALUATION OF PERFORMANCE OF

THE BOARD, ITS COMMITTEES, AND

INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board,
in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing,
inter-alia, the process, format, attributes, and criteria
for performance evaluation of the entire Board of the
Company, its committees and individual directors,
including Independent Directors. The evaluation process
inter-alia considers attendance of Directors at Board
and Committee meetings, acquaintance with business,
communicating inter-se board members, effective
participation, domain knowledge, compliance with code
of conduct, vision and strategy, etc., which complies
with applicable laws, regulations, and guidelines. The
performance of each Committee was evaluated by the
Board, based on the report of evaluation received from
respective Board Committees.

The criteria for performance evaluation are broadly
based on the Guidance Note issued by SEBI on Board
Evaluation which included aspects such as the structure
and composition of Committees, the effectiveness of
Committee Meetings, etc. Board evaluation processes,
including in relation to the Chairman, individual
directors, and committees, constitute a powerful
and valuable feedback mechanism to improve Board
effectiveness, maximize strengths, and highlight areas
for further development.

The criteria for Evaluation of Performance has been
disclosed in the policy for Evaluation of the Board of
Directors which is hosted on the Company''s website
athttp://www.blissgvs.com/policies-and-codes1/.
The performance evaluation is conducted in the
following manner:

• Performance evaluation of the Board, Chairman,
Managing Director, Non-Executive Director,
and Executive Director is conducted by the
Independent Directors;

• Performance evaluation of the Committee is
conducted by the Board of Directors;

• The performance evaluation of Independent
Directors is conducted by the entire Board
of Directors.

The Independent Directors met separately on January
28, 2025, without the presence of Non-Independent
Directors and the Members of Management and
discussed, inter-alia, the performance of Non¬
Independent Directors and Board as a whole and the
performance of the Chairman of the Company after
taking into consideration the views of Executive and
Non-Executive Directors. The Directors expressed their
satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion
that all the Independent Directors of the Company
possess the highest standard of integrity, relevant
expertise, and experience required to best serve the
interest of the Company.

18. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and
Regulation 19 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, and on the
recommendation of the Nomination and Remuneration
Committee, the Board has adopted the Nomination &
Remuneration Policy for selection and appointment
of Directors, Senior Management including Key
Managerial Personnel (KMP) and their remuneration.
The details of the Remuneration Policy are stated in
the Corporate Governance Report. The details of this
policy have been placed on the website of the Company
at http://www.blissgvs.com/policies-and-codes1/.

19. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Pursuant to Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report
(''MDAR'') forms part of the Annual Report and is annexed
herewith as ‘Annexure-VIT to this Board''s Report.

20. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013,
a copy of the annual return for the FY 2023-24 has
been placed on the website of the Company at https://
blissqvs.com/investors/shareholder-information/
annual-return/.

The annual return of 2024-25 will be placed post
completing Annual filings.

21. FAMILIARISATION PROGRAM FOR THE
INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation
25(7) of the SEBI Listing Regulations, the Company
has put in place a Familiarization Program for the
Independent Directors to familiarize them with the
Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company
operates, business model, etc. The details of the training
and familiarization program have been provided under
the Corporate Governance Report. Further, at the time
of the appointment of an independent director, the
Company issues a formal letter of appointment outlining
his/her role, function, duties, and responsibilities.
Details of the Familiarization Program conducted are
available on the Company''s website at http://www.
blissgvs.com/policies-and-codes1/.

22. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest
standards of Corporate Governance and adheres to the
Corporate Governance requirements set out by the
Securities and Exchange Board of India ("SEBI"). The
Company has also implemented several best governance
practices. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our
business decisions. The report on Corporate Governance
as per Regulation 34 (3) read with Para C of Schedule
V of the Listing Regulations forms part of the Annual
Report and is annexed herewith as ''Annexure-VIII.
A certificate from the Secretarial Auditor of the
Company confirming compliance with the conditions
of Corporate Governance is attached to the report on
Corporate Governance.

23. CORPORATE SOCIAL RESPONSIBILITY:

The Company''s CSR initiatives and activities are aligned
to the requirements of Section 135 of the Act.

The brief outline of the Corporate Social Responsibility
(CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during the
year are set out in ''Annexure-III'' of this Board''s report
in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The CSR
policy is available on the website of the company at
https://blissgvs.com/policies-and-codes1/.

24. AUDIT REPORTS AND AUDITORS:

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered
Accountants, (Firm''s Regn. No. 104607W/W100166), were
re-appointed as the Statutory Auditors of the Company
for a second term for a period of five consecutive years
from the conclusion of the 37^th Annual General Meeting
till the conclusion of the 42^nd Annual General Meeting
to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors''
appointment at the AGM has been omitted pursuant
to the Companies (Amendment) Act, 2017, notified
on May 7, 2018.

The auditors have confirmed their eligibility limits
as prescribed in the Companies Act, 2013, and that
they are not disqualified from continuing as Auditors
of the Company.

The Auditors'' Report for the financial year ended March
31, 2025, on the financial statements of the Company
forms a part of this Annual Report. There is no
qualification, reservation, adverse remark, disclaimer,
or modified opinion in the Auditors'' Report, which calls
for any further comments or explanations.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, M/s. AVS & Associates, Practicing Company
Secretaries were appointed to conduct the Secretarial
Audit of the Company for the financial year 2024¬
2025. The Secretarial Audit Report in Form No. MR -3
for the financial year ended March 31, 2025, is annexed
herewith as ''Annexure-VI‘ to this Board''s Report.

The Secretarial Audit Report contains the
following observations:

No	Observation	Reply to Observation
1.	The Company	The delay in submitting
	submitted	the disclosure regarding
	the disclosure	the order for suspension of
	pertaining to the	the FDA license was due
	suspension order of	to the fact that the order
	the FDA license for	was issued in a vernacular
	its Tablet Division at	language, which resulted
	the Palghar unit with	in a delay in interpretation
	a delay of one day.	and internal dissemination
	Additionally, the	of the information within the
	disclosure regarding	prescribed timelines. Further,
	the cessation of a	the delay in submitting
	Senior Management	the disclosure regarding
	Personnel, in	the cessation of the Senior
	accordance with	Management Personnel was
	the Company''s	an unintentional oversight.
	superannuation	The Company has since
	policy, was	taken corrective steps to
	submitted to the	strengthen its internal
	stock exchanges	processes and ensure timely
	with a delay of	compliance with regulatory
	fifteen days.	requirements going forward.
2	The Company	The Company believes that
	obtained	it has complied with all
	shareholders''	applicable requirements of
	approval for the	the SEBI (LODR) Regulations,
	appointment of	2015. It understands that the
	Mr. Nandkumar	variation in interpretation of
	Kashinath	Regulation 17(1A) arose due
	Chodankar as a	to ambiguity in the provision
	Non-Executive	itself, which was subsequently
	Independent	clarified by SEBI through
	Director at its	the SEBI (LODR) (Third
	39th AGM instead	Amendment) Regulations,
	of prior approval	2024 dated December 12,
	as required	2024. Without prejudice to its
	under Regulation	rights and contentions, and in
	17(1A) of the	accordance with the decision
	SEBI (LODR)	of the Board of Directors at
	Regulations, 2015.	their meeting held on October 24, 2024, the Company has paid the fine imposed by BSE and NSE.

Internal Auditors

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and rules made there under
(including any amendment(s), modification(s),
or re-enactment(s) thereof for the time being in
force), the Board of Directors of the Company, on
the recommendation of Audit Committee, at their
meeting held on May 12, 2025 have re-appointed
M/s. BDO India LLP, a Chartered Accountant having
LLP Registration No. AAB-7880 as Internal Auditors
of the Company for the Financial Year 2025-2026, to
conduct Internal Audit of the Company.

Cost Audit

The Company is required to maintain Cost Records as
specified by the Central Government under Section
148(1) of the Companies Act, 2013 read with Rule 3 of
the Companies (Cost Records and Audit) Rules, 2014,
and accordingly, such accounts and records are made
and maintained by the Company.

In accordance with Rule 4 of the Companies (Cost
Records and Audit) Rules, 2014, the requirement
for cost audit shall not apply to the Company as its
revenue from exports, in foreign exchange, exceeds
seventy-five percent of its total revenue.

25. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act,
2013 and SEBI Listing Regulations, your Company
has formulated a Policy on Related Party Transactions
which is also available on the Company''s website at
http://www.blissgvs.com/policies-and-codes1/.

All related party transactions are placed before the
Audit Committee for its review and approval. Prior/
omnibus approval of the Audit Committee is obtained on
an annual basis for a financial year, for the transactions
which are foreseen and repetitive in nature.

The statement giving details of all related party
transactions entered into pursuant to the omnibus
approval together with relevant information are placed
before the Audit Committee for review and updated
every quarter.

All Related Party Transactions entered during the
year were in Ordinary Course of the Business and at
Arm''s Length basis.

During the year under review, the Company entered
into a transaction with Greenlife Pharmaceuticals
Limited which qualifies as material in accordance with
the Policy of the Company on the materiality of related
party transactions.

The disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Companies Act, 2013 in
''Form AOC-2'' is enclosed as ‘Annexure-II‘ with this
Board''s report.

26. LOANS AND INVESTMENTS:

Loans, Guarantees, and Investments made under the
provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meetings of Board and its Powers)
Rules, 2014, as on March 31, 2025, are set out in Notes to
the Standalone Financial Statements of the Company.

27. RISK MANAGEMENT:

As per provisions of the Companies Act, 2013 and as
part of good Corporate Governance, the Company has
laid down the procedures to inform the Board about the
risk assessment and minimization procedures and the
Board shall be responsible for framing, implementing,
and monitoring the risk management plans for the
Company. The main objective is to ensure sustainable
business growth with stability and to promote a
proactive approach in reporting, evaluating, and
resolving risks associated with the business.

The Audit Committee of the Company has periodically
reviewed the various risks associated with the
business of the Company. Such review includes risk
identification, evaluation, and mitigation of the risk.

The Company has constituted its Risk Management
Committee and also adopted its policies. Details of
the same are mentioned in the Corporate Governance
Report which is a part of this Annual Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information on conservation of energy, technology
absorption, and foreign exchange earnings and outgo
as stipulated under Sub-section (3)(m) of Section 134
of the Companies Act, 2013, read with the rule 8 of the
Companies (Accounts) Rules, 2014, are enclosed as
''Annexure-V‘ to this Board''s report.

29. INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY:

The Company has in place an Internal Financial Control
System, commensurate with the size, scale, and
complexity of its operations to ensure proper recording
of financial and operational information & compliance
with various internal controls, statutory compliances,
and other regulatory compliances. During the year under
review, no material or serious observation has been
received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.

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

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants,
Statutory Auditors of the Company have monitored and
evaluated the efficacy of the Internal Financial Control
System in the Company, it is in compliance with the
operating system, accounting procedures & policies at
all the locations of the Company.

Based on the report of the Internal Audit function,
corrective actions in the respective area are undertaken
& controls are strengthened. Significant audit
observations, if any, and recommendations along with
corrective action suggested thereon are presented
to the Audit Committee of the Board. The Company
is periodically following all the applicable Indian
Accounting Standards for properly maintaining the
books of account and reporting Financial Statements.

30. WHISTLE BLOWER POLICY/VIGIL
MECHANISM:

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for directors
and employees in confirmation with Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations, to
report concerns about unethical behavior. The Company
hereby affirms that no Director/Employee has been
denied access to the Chairman and Audit Committee
and that no complaints were received during the year.
This Policy is available on the website of the Company
at https://blissgvs.com/policies-and-codes1/.

31. PREVENTION OF SEXUAL HARASSMENT AT
THE WORKPLACE:

The Company strongly believes in providing a safe
and harassment-free workplace for each and every
individual working for the Company through various
interventions and practices. It is the continuous
endeavor of the Management of the Company to create
and provide an environment to all its employees that
is free from discrimination and harassment including
sexual harassment. The Company has adopted a policy
on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder. The Company has arranged
various interactive awareness workshops in this regard
for the employees at the manufacturing sites, R & D
setups & corporate office during the year under review.

The Company has an Internal Complaints Committee,
providing a redressal mechanism pertaining to sexual
harassment of women employees at the workplace,
the details of which are given in the Corporate
Governance Report.

32. HUMAN RESOURCES MANAGEMENT AND
MANAGERIAL REMUNERATION:

We are committed to hiring and retaining the best
talent and being among the industry''s leading
employers. We focus on promoting a collaborative,
transparent, and participative organizational culture,
and rewarding merit and sustained high performance.
Our human resource management focuses on allowing
our employees to develop their skills, grow in their
careers, and navigate their next.

In terms of compliance with provisions of Section
197(12) of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the particulars of remuneration
to the Directors and employees of the Company and
the details of the ratio of remuneration of each director
to the median employee''s remuneration are annexed
herewith as ''Annexure-IV‘ to this Boards Report.

In terms of Section 197(12) of the Companies Act,
2013, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the employee(s) drawing
remuneration above limits set out in said rules forms
part of this Boards Report in Annexure if any.

33. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (''BRSR''):

The SEBI Listing Regulations mandate the inclusion
of the BRSR as part of the Annual Report for the top
1,000 listed entities based on market capitalization
and shall continue to apply unless its ranking changes
and such change results in the listed entity remaining
outside the applicable threshold for a period of three
consecutive years.

In compliance with the SEBI Listing Regulations, we
have integrated BRSR disclosures into our Annual
Report. The Business Responsibility and Sustainability
Report of the Company for the year ended March 31,
2025, forms part of the Annual Report and is enclosed
as ‘Annexure-IX‘ and is also made available on the
website of the Company at www.blissgvs.com.

34. INSURANCE OF ASSETS:

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

35. DIRECTORS'' RESPONSIBILITY STATEMENT:

According to the requirements under Section 134(5)
read with Section 134(3)(c) of the Companies Act, 2013
concerning the Directors'' Responsibility Statement, it
is hereby confirmed that:

i. In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards read with
requirements set out under Schedule III to the
Act, have been followed and there are no material
departures from the same;

ii. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025,
and of the profit of the Company for the financial
year from April 1, 2024, to March 31, 2025.

iii. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

iv. the Directors have prepared the annual accounts
on a ’going concern'' basis;

v. the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and.

vi. the Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

36. OTHER GENERAL DISCLOSURES:

i. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a
Statutory Body, has issued Secretarial Standards
on various aspects of corporate law and practices.
The Company has complied with the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating
to ’Meetings of the Board of Directors and ’General
Meetings, respectively.

ii. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE COURTS / REGULATORS /
TRIBUNALS

During the year, there are no significant and
material orders passed by the regulators or courts
or tribunals that impact the going concern status
and the Company''s operations in the future.

iii. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the
Statutory Auditors nor the Secretarial Auditor
has reported to the Board or Audit Committee, as
required under Section 134(3)(ca) and 143(12) of

the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in this Report.

37. ENVIRONMENTAL, SAFETY, AND HEALTH:

The Company is committed to ensuring a sound Safety,
Health, and Environment (SHE) performance related to
its activities, products, and services. The Company has
been continuously taking various steps to develop and
adopt Safer Process technologies and unit operations.
The Company has been investing heavily in areas such as
Process Automation for increased safety and reduction
of human error element, Enhanced level of training
on Process and Behavior-based safety, adoption of
safe & environmentally friendly production processes,
Installation of Bioreactors, Chemical ROs, Multiple
effect evaporator, and Incinerator, etc. to reduce the
discharge of effluents, commissioning of Waste Heat
recovery systems, and so on to ensure the Reduction,
Recovery, and Reuse of effluents & other utilities.
Monitoring and periodic review of the designed SHE
Management System are done continuously.

38. BANK AND FINANCIAL INSTITUTIONS:

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

39. ACKNOWLEDGEMENTS:

The Directors of the Company wish to acknowledge
with gratitude and place on record their appreciation to
all stakeholders - shareholders, investors, customers,
suppliers, business associates, the Company''s bankers,
regulatory, medical professionals, business associates,
and governmental authorities for their cooperation,
assistance, and support. Further, they also wish to
thank their employees for their dedicated services.

The Directors also wish to express their gratitude to
investors for the faith that they continue to repose
in the Company.

For and on behalf of the Board of Directors
Bliss GVS Pharma Limited

Sd/- Sd/-

Nandkumar K Chodankar Gagan Harsh Sharma

Chairman & Independent Director Managing Director

DIN:02736718 DIN:07939421

Place: Mumbai
Date: May 12, 2025

---

Mar 31, 2024

The Board of Directors is pleased to submit its report on the performance of the Company along with the audited standalone and consolidated financial statements for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Gross Total revenue	63,896.02	64,910.58	79,898.23	76,937.39
Profit before tax and exceptional item	11,134.38	11,569.22	14,606.81	10,607.16
Profit for the year (after tax and attributable to shareholders)	5,064.49	8,547.86	8,157.79	7,673.48
Other Comprehensive Income for the year (not to be reclassified to P&L)	(15.36)	(66.62)	(17.26)	(62.06)
Other Comprehensive Income for the year (to be reclassified to P&L)			472.11	(576.10)
Surplus brought forward from the last balance sheet	84,618.08	76,533.47	81,492.43	74,871.50
Profit available for appropriation	89,778.32	85,137.12	89,220.13	82,011.47
Appropriations:
Dividend	521.12	519.04	521.12	519.04
Tax on Dividend	-	-		-
Surplus carried forward	89,257.20	84,618.08	88,699.01	81,492.43

2. OVERVIEW OF FINANCIAL PERFORMANCE:

During the financial year ended March 31, 2024, the Company''s total income including revenue from operations on a standalone basis was H 63,896.02 lakh as compared to H 64,910.58 lakh in the previous year.

During the financial year ended March 31, 2024, the Company and its subsidiary''s total income including revenue from operations on a consolidated basis increased to H 79,898.23 lakh as against H 76,937.39 lakh in the previous year.

During the financial year ended March 31, 2024, Standalone Profit before Tax and Exceptional item decreased to H 11,134.38 lakh as against H 11,569.22 lakh in the previous year whereas Consolidated Profit before Tax and Exceptional item increased to H 14,606.81 lakh as against H 10,607.16 lakh in the previous year.

The Standalone Net Profit for the financial year ended March 31, 2024, decreased to H 5,064.49 lakh as against H 8,547.86 lakh in the previous year while the Consolidated Net Profit increased to H 8,157.79 lakh as against H 7,673.48 lakh in the previous year.

3. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

This financial year 2023-2024 was a decent year for the Company in terms of financial performance. We are one of the manufacturers of suppositories and pessaries in the world

and Sub-Saharan Africa continues to be the largest market for us, accounting for more than 85% of our sales volume.

Further, the Company approved an Investment of H 30 Crores (Approx.) for Capacity Addition/Inclusion of Semi-Solids Finished Formulations at our Palghar Vevoor Unit. The Total Capacity expected is approx. 200 million Units in Semi-Solids Dosage and that is expected to be completed and available for commercial production by the end of F.Y. 2025-2026.

Further information on the Business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

5. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2024, is H 10,46,90,822/- (Rupees Ten Crores Forty-Six Lakh Ninety Thousand Eight Hundred and Twenty-Two Only). Out of the total paid-up share capital of the Company, 34.97% is held by the Promoter & Promoter Group in fully dematerialized form and the remaining balance of 65.03% is held by persons other

than Promoter and Promoter Group, out of which the majority is in dematerialized form.

During the year, the Company has issued and alloted 5,38,150 equity shares under Bliss GVS Pharma Limited - Employee Stock Option Plan 2019.

Further, during the year under review, the Company has neither issued shares with differential rights as to dividend, voting, or otherwise nor has issued sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on March 31, 2024.

6. DIVIDEND:

The Board of Directors at their meeting held on May 02, 2024, has recommended a dividend of H 0.50 paisa (i.e.50%) per equity share of H 1/- each for the year ended March 31, 2024, subject to the approval of the shareholders at the ensuing 39^th Annual General Meeting (‘39^th AGM'') of the Company. The dividend payout will be done in compliance with applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'') & Companies Act, 2013 (‘the Act'').

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, the dividend paid or distributed by the Company shall be taxable in the hands of the members. Accordingly, the Company shall make the payment of the Dividend after the deduction of tax at source to the members.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') the Board of Directors of the Company (the ''Board'') formulated and adopted the Dividend Distribution Policy (the ''Policy'').

The Policy of the Company is available on the Company''s website and can be accessed at https://www.blissgvs.com/policies-and-codes1/.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2024.

8. DEPOSITS:

The Company has not accepted any deposits from the public/ members during the year under review within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on March 31, 2024.

9. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments that affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report, other than those already mentioned in this Report.

10. SUBSIDIARIES:

Asterisk Lifesciences (GH) Limited:

During the financial year, there was a change in ownership of Asterisk Lifesciences (GH) Ltd., a wholly-owned subsidiary of Asterisk Lifesciences Ltd. (UK). The entire equity stake previously held by Asterisk Lifesciences Limited (UK), a wholly-owned subsidiary of the Company, was transferred to Bliss GVS International Pte. Ltd. (Singapore), another wholly-owned subsidiary of the Company.

Asterisk Lifesciences DRC

"Bliss GVS International PTE Ltd." based in Singapore, which is a wholly-owned subsidiary of Bliss GVS Pharma Limited ("the Company"), incorporated another wholly-owned subsidiary named Asterisk Lifesciences Democratic Republic of Congo ("DRC") on January 15, 2022.

During the fiscal year 2023-2024, Asterisk Lifesciences DRC, recognized as a step-down subsidiary of the Company in the Democratic Republic of Congo, voluntarily ceased operations in compliance with the pertinent laws of the Democratic Republic of Congo, owing to prevailing macroeconomic business conditions.

Bliss GVS International Pte. Ltd.

The Company has decided to convert the loan, including accrued interest, provided to Bliss GVS International Pte. Ltd. ("BGIPL"), its wholly-owned subsidiary in Singapore, into Equity Shares of Bliss GVS Pharma Limited.

As on March 31, 2024, the Company has 2 wholly-owned subsidiaries, 1 partly-owned subsidiary, and 3 step-down subsidiaries. The Company does not have any joint venture/associate company(ies) within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance, and financial position of each of the subsidiaries are given in "Form AOC-1" as ''Annexure-I'' to this Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements together with relevant

documents has been placed on the website of the Company www.blissgvs.com. Further, as per the fourth proviso of the said section, the audited annual accounts of each of the subsidiary companies have been placed on the website of the Company, http://www.blissgvs.com/ investors/financials/financial-subsidiaries/.

The Company has a policy for determining material subsidiaries and the same is available on the Company''s website at http://www.blissgvs.com/ policies-and-codes1/.

11. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year, the Company has transferred a total unclaimed and unpaid final dividend of H 15,85,065/-for the F.Y. 2015-16 (Final) to IEPF Authority. Further, 51,698 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to the IEPF Authority as per the requirements of the IEPF Rules.

Year-wise amounts of unpaid/unclaimed dividends standing in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Corporate Governance Report , which forms part of this Annual Report and are also available on the Company''s website at www.blissgvs.com

12. EMPLOYEE STOCK OPTION PLAN (''ESOP''):

The Company has in force the Employee Stock Option Plan ("ESOP 2019") to reward the employees for their loyalty and contribution to the Company and to motivate them to keep contributing to the growth and profitability of the Company. The Company also intends to use this ESOP 2019 to attract and retain talent in the Company and to give its employees co-ownership. During the year, there have been no material changes made to the scheme. The ESOP scheme of the Company is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The applicable disclosure prescribed under the said Regulations with regard to the ESOP Scheme as of March 31, 2024 is available on the website of the Company at www.blissgvs.com

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Director liable to Retirement by Rotation

Mrs. Shruti Vishal Rao (DIN: 00731501), Whole-Time Director of the Company, is liable to retire by rotation at the ensuing 39^th AGM pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers herself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and Board of Directors.

Particulars in pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to Mrs. Shruti Vishal Rao is given in the Notice of 39^th AGM.

Key Managerial Personnel

During the year, there were no changes in Key Managerial Personnel of the Company.

Independent Directors

The Independent Directors hold office for a term of 5 (five) years and are not liable to retire by rotation.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub-rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation 16(1)(b) of the SEBI Listing Regulations.

Based on the declarations and confirmations of the Independent Directors and after undertaking the due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

15. BOARD MEETINGS:

The Board met Five (5) times during the financial year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days. The details of the meetings and attendance of directors are furnished

in the Corporate Governance Report which forms part of the Annual Report and is attached as an ''Annexure-VIII'' to this Board''s Report.

16. COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had the following Five (5) Committees as on March 31, 2024:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee;

• Risk Management Committee.

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

17. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes, and criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc., which complies with applicable laws, regulations, and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The criteria for performance evaluation are broadly based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths, and highlight areas for further development.

The Criteria for Evaluation of Performance has been disclosed in the policy for Evaluation of the Board of Directors which is hosted on the Company''s website at http://www. blissgvs.com/policies-and-codes1/. The performance evaluation is conducted in the following manner:

• Performance evaluation of the Board, Chairman, Managing Director, Non-Executive Director, and Executive Director is conducted by the Independent Directors;

• Performance evaluation of the Committee is conducted by the Board of Directors;

• The performance evaluation of Independent Directors is conducted by the entire Board of Directors.

The Independent Directors met separately on January 23, 2024, without the presence of Non-Independent Directors and the Members of Management and discussed, inter-alia, the performance of NonIndependent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise, and experience required to best serve the interest of the Company.

18. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been placed on the website of the Company at http://www.blissgvs.com/ policies-and-codes1/.

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report (''MDAR'') forms part of this Annual Report and is annexed herewith as ''Annexure-VII'' to this Board''s Report.

20. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as of March 31, 2024, in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://blissgvs.com/investors/ shareholder-information/annual-return/ .

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of this Board''s Report.

21. FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the training and familiarization program have been provided under the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties, and responsibilities. Details of the Familiarization Program conducted are available on the Company''s website http://www.blissgvs.com/policies-and-codes1/.

22. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The report on Corporate Governance as per Regulation 34 (3) read with Para C of Schedule V of the SEBI Listing Regulations forms part of this Annual Report and is annexed herewith as ''Annexure-VIII''. A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

23. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ''Annexure-III'' of this Board''s report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company http:// www.blissgvs.com/investors/policies-and-codes1/

24. AUDIT REPORTS AND AUDITORS:

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, (Firm''s Regn. No. 104607W / W100166), were reappointed as the Statutory Auditors of the Company for a second term for a period of five consecutive years from the conclusion of the 37^th Annual General Meeting till the conclusion of the 42^nd Annual General Meeting to be held in the financial year 2027-28.

The requirement for the annual ratification of auditors'' appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018.

The auditors have confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of the Company.

The Auditors'' Report for the financial year ended March 31, 2024, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors'' Report, which calls for any further comments or explanations.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. AVS & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2023-2024. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31, 2024, is annexed herewith as ''Annexure-VI'' to this Board''s Report.

Pursuant to Regulations 24A of SEBI Listing Regulations 2015, the Secretarial Audit Report issued by M/s Sushant Gawade & Associates, Secretarial Auditors of Kremoint Pharma Private Limited, Material subsidiary of the Company incorporated in India is forming part of this Board''s Report for the financial year ended March 31, 2024 is given in ''Annexure - VI(A)''.

The Secretarial Audit Report of the Company contains the following observations:

No Observation		Reply to Observation
1. The disclosure		A delay in submitting
regarding	the	disclosure of the allotment
allotment of	18,000	of 18,000 Equity Shares
Equity Shares	under	under ESOP is linked to
ESOP was submitted		the suspension of one
to the	Stock	employee''s demat account,
Exchanges with a		to whom an allotment
delay of 62	days,	was made in the previous
accompanied	by an	tranche under ESOP. The
explanation for the		said suspension stems
same.		from the temporary halt in the Aadhar authentication process prompted by a biometric issue and there is uncertainty regarding the approval clarity for the said previous allotment. Moreover, the aforementioned delay was procedural in nature and was beyond the control of the Company. Importantly, it did not result in any adverse effects to the interests of the stakeholders of the Company.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s), or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on May 02^nd, 2024 have re-appointed M/s. BDO India LLP, Chartered Accountant having LLP Registration No. AAB-7880 as Internal Auditors of the Company for the Financial Year 20242025, to conduct Internal Audit of the Company.

Cost Audit

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, and accordingly, such accounts and records are made and maintained by the Company.

In accordance with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the requirement for cost audit shall not apply to the Company as its revenue from exports, in foreign exchange, exceeds seventy-five percent of its total revenue.

25. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website at http://www.blissgvs.com/policies-and-codes1/.

All related party transactions are placed before the Audit Committee for its review and approval. Prior/ omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are foreseen and repetitive in nature.

The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated every quarter.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm''s Length basis.

During the year under review, the Company entered into a transaction with Greenlife Pharmaceuticals Limited which qualifies as material in accordance with the Policy of the Company on the materiality of related party transactions.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in ''Form AOC-2'' is enclosed as ''Annexure-II'' to this Board''s report.

26. LOANS AND INVESTMENTS:

Loans, Guarantees, and Investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2024, are set out in Notes to the Standalone Financial Statements of the Company.

27. RISK MANAGEMENT:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing, and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating, and resolving risks associated with the business.

The Audit Committee of the Company has periodically reviewed the various risks associated with the business of the Company. Such review includes risk identification, evaluation, and mitigation of the risk.

The Company has constituted its Risk Management Committee and also adopted its policies. Details of the same are mentioned in the Corporate Governance Report which is a part of this Board''s Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as ''Annexure-V'' to this Board''s report.

29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place an Internal Financial Control System, commensurate with the size, scale, and complexity of its operations to ensure proper recording of financial and operational information & compliance with various internal controls, statutory compliances, and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

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

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Statutory Auditors of the Company have monitored and evaluated the efficacy of the Internal Financial Control System in the Company, it is in compliance with the operating system, accounting procedures & policies at all the locations of the Company.

Based on the report of the Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations, if any, and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

30. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms that no Director/ employee has been denied access to the Chairman and Audit Committee and that no complaints were received during the year. This Policy is available on the website of the Company: http://www.blissgvs.com/investors/ policies-and-codes1/.

31. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:

The Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D setups & corporate office during the year under review. During the year, there are no complaints received by the Company. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

32. HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION:

We are committed to hiring and retaining the best talent and being among the industry''s leading employers. We focus on promoting a collaborative, transparent, and participative organizational culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their careers, and navigate their next.

In terms of compliance with provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee''s remuneration are annexed herewith as ''Annexure-IV'' to this Board''s Report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration above limits set out in said rules forms part of this Board''s Report in Annexure if any.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR''):

The SEBI Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalization. In compliance with the SEBI Listing Regulations, we have

integrated BRSR disclosures into our Annual Report. The Business Responsibility and Sustainability Report of the Company for the year ended March 31, 2024, forms part of this Annual Report and is enclosed as ''Annexure-IX'' and is also made available on the website of the Company at www.blissgvs.com.

34. INSURANCE OF ASSETS:

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

35. DIRECTORS'' RESPONSIBILITY STATEMENT:

According to the requirements under Section 134(5) read with Section 134(3)(c) of the Companies Act, 2013 concerning the Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit/ loss of the Company for the financial year from April 1, 2023, to March 31, 2024.

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ''going concern'' basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. OTHER GENERAL DISCLOSURES:

i. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors and ''General Meetings, respectively.

ii. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS / REGULATORS / TRIBUNALS

During the year, there are no significant and material orders passed by the regulators or courts or tribunals that impact the going concern status and the Company''s operations in the future.

iii. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

37. ENVIRONMENTAL, SAFETY, AND HEALTH:

The Company is committed to ensuring a sound Safety, Health, and Environment (SHE) performance related to its activities, products, and services. The Company has been continuously taking various steps to develop and adopt Safer Process technologies and unit operations. The Company has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element, Enhanced level of training on Process and Behavior-based safety, adoption of safe & environmentally friendly production processes, Installation of Bioreactors, Chemical ROs, Multiple effect evaporator, and Incinerator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery, and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done continuously.

38. BANK AND FINANCIAL INSTITUTIONS:

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

39. ACKNOWLEDGEMENTS:

The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - shareholders, investors, customers, suppliers, business associates, the Company''s bankers, regulatory, medical professionals, business associates, and governmental authorities for their cooperation, assistance, and support. Further, they also wish to thank their employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

---

Mar 31, 2023

The Board of Directors are pleased to submit its report on the performance of the Company along with the audited standalone and consolidated financial statements for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	31st March,	31st March,	31st March,	31st March,
	2023	2022	2023	2022
Gross Total revenue	64,910.58	66,898.46	76,937.39	77,894.98
Profit before tax and exceptional item	11,569.22	12,365.52	10,607.16	12,775.98
Profit for the year (after tax and attributable to shareholders)	8,547.86	9,266.40	7,673.48	2,312.65
Other Comprehensive Income for the year (not to be reclassified to P&L)	(66.62)	30.27	(62.06)	30.27
Other Comprehensive Income for the year (to be reclassified to P&L)	-	-	(576.10)	(771.13)
Surplus brought forward from the last balance sheet	76,533.47	67,622.44	74,871.50	73,722.85
Profit available for appropriation	85,137.12	77,051.01	82,011.48	75,389.04
Appropriations:
Dividend	519.04	517.54	519.04	517.54
Tax on Dividend	-	-
Surplus carried forward	84,618.08	76,533.47	81,492.44	74,871.50

2. OVERVIEW OF FINANCIAL PERFORMANCE:

During the financial year ended 31st March, 2023, the Company’s total revenue from operations including other income on a standalone basis was H64,9I0.58 Lakhs as compared to H66,898.46 Lakhs in the previous year.

During the financial year ended 31st March, 2023, the Company and its subsidiary’s total consolidated revenue from operations including other income on a consolidated basis reduced to H76,937.39 Lakhs as against H77,894.60 Lakhs in the previous year.

During the financial year ended 31st March, 2023, Standalone Profit before Tax and Exceptional item decreased to H 11,569.22 Lakhs as against H 12,365.52 Lakhs in the previous year whereas Consolidated Profit before Tax and Exceptional item decreased to H 10,607.16 as against H 12,775.98 Lakhs in the previous year.

The Standalone Net Profit for the financial year ended 31st March, 2023 decreased to H8,547.86 Lakhs as against H9,266.40 Lakhs in the previous year while Consolidated Net Profit increased to H7,673.48 Lakhs as against H2,3I2.65 Lakhs in the previous year.

3. STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

The financial year 2022-2023 was a decent year for the Company in terms of financial performance. We are one of the manufacturers of suppositories and pessaries in the world and Sub-Saharan Africa continues to be the largest market for us, accounting for more than 80% of our sales volume. In the years ahead, the organization intends to increase its market share in economies other than

Africa. The Company’s position in the market is further solidified by its relentless focus on innovation and strong R&D skills. Also, it consistently invests in upgrading its manufacturing and R&D capabilities to seize potential opportunities. To stay ahead of the curve, the Company is gearing up to work with several domestic and international market players.

Further information on the Business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

Completion of US FDA Inspection at Plot 1 1 of the Company:

The United States Food and Drug Administration (‘US FDA’) conducted a Pre-Approval Inspection (PAI) and Good Manufacturing Practice (GMP) inspection at the Company''s manufacturing unit at Plot No. II, Survey No. 38/1, Dewan Udyog Nagar, Aliyali Village, Palghar, 401404, Maharashtra from Monday, March I3, 2023, to Friday, March I7, 2023.

After the inspection, the US FDA issued a Form 483 with 3 minor observations. The observations are procedural in nature. None of the observations relate to data integrity. The Company shall prepare detailed responses to the observations that have been submitted to the US FDA within the stipulated timelines.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

5. SHARE CAPITAL:

The paid-up Equity Share Capital of the Company as on March 31, 2023, is H 10,41,52,672/- (Rupees Ten Crores Fourty-One Lakh Fifty-Two Thousand Six Hundred and Seventy-Two Only). Out of the total paid-up share capital of the Company, 35.04% is held by the Promoter & Promoter Group in fully dematerialized form and the remaining balance of 64.96% is held by persons other than Promoter and Promoter Group, out of which the majority is in dematerialized form.

During the year, the Company issued 4,74,750 equity shares pursuant to Bliss GVS ESOP 2019.

Further, during the year under review, the Company has neither issued shares with differential rights as to dividend, voting, or otherwise nor has issued sweat equity under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on March 31,2023.

6. DIVIDEND:

The Board of Directors at their meeting held on May 11, 2023, has recommended a dividend of H0.50 paisa (i.e. 50 %) per equity share of Hl/- each for the year ended March 31, 2023 subject to the approval of the shareholders at the ensuing 38th Annual General Meeting (‘38th AGM’) of the Company. The dividend payout will be done in compliance with applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulation’) & Companies Act, 2013 (‘the Act’).

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act 2020, the dividend paid or distributed by the Company shall be taxable in the hands of the members. Accordingly, the Company shall make the payment of the Dividend after the deduction of tax at source to the members.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) the Board of Directors of the Company (the ‘Board’) formulated and adopted the Dividend Distribution Policy (the ‘Policy’).

The Policy of the Company is available on the Company’s website and can be accessed at https://www.blissgvs.com/policies-and-codesl/.

7. TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserve for the financial year ended March 3l, 2023.

8. DEPOSITS:

The Company has not accepted any deposits from the public/ members during the year under review within the meaning of sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, and accordingly, no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2023.

9. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

10. SUBSIDIARIES:

As on March 3l, 2023, the Company has 2 wholly-owned subsidiaries, l partly-owned subsidiary, and 4 step-down subsidiaries. The Company does not have any joint venture/ associate company(ies) within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to the first proviso to Section 129(3) of the Act and Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial statements, performance, and financial position of each of the subsidiaries are given in “Form AOC-l” as Annexure I to this Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and consolidated financial statements together with relevant documents has been placed on the website of the Company www.blissgvs.com. Further, as per the fourth proviso of the said section, the audited annual accounts of each of the subsidiary companies have been placed on the website of the Company, http://www.blissgvs.com/investors/ financials/financial-subsidiaries/.

The Company has a policy for determining material subsidiaries and the same is available on the Company’s website at http://www.blissgvs.com/policies-and-codesl/.

11. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”):

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year, the Company has transferred a total unclaimed and unpaid final dividend of H23,34,4l3/- for the F.Y. 2014-2015 (interim & final) to IEPF Authority. Further 1,23,314 corresponding shares on which dividends were unclaimed for seven consecutive years were transferred to IEPF Authority as per the requirements of the IEPF Rules.

Year-wise amounts of unpaid/unclaimed dividends standing in the unpaid account up to the year, and the corresponding shares, which are liable to be transferred are provided in the Corporate Governance Report and are also available on the Company’s website at www.blissgvs.com.

12. EMPLOYEE STOCK OPTION PLAN (‘ESOP’):

The Company has in force the Employee Stock Option Plan (“ESOP 2019”) to reward the employees for their loyalty and contribution to the Company and to motivate them to keep contributing to the growth and profitability of the Company. The Company also intends to use this ESOP, 2019 to attract and retain talent in the Company and to give its employees co-ownership. During the year, there have been no material changes made to the scheme. The ESOP scheme of the Company is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The applicable disclosure prescribed under the said Regulations with regard to the ESOP Scheme as of 31st March, 2023 is available on the website of the Company at www.blissgvs.com.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Director liable to Retirement by Rotation

Dr. Vibha Gagan Sharma (DIN: 02307289), Whole-Time Director of the Company, is liable to retire by rotation at the ensuing 38th AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible offers herself for re-appointment, on the recommendation of the Nomination & Remuneration Committee and Board of Directors.

In pursuance of Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard - 2 on General Meetings relating to Dr. Vibha Gagan Sharma is given in the Notice of 38th AGM.

Key Managerial Personnel

During the year, the following are the changes in Key Managerial Personnel of the Company.

Resignation of Mr. Vipul B. Thakkar as a Chief Financial Officer of the Company

Mr. Vipul B. Thakkar, Chief Financial Officer of the Company, has resigned from the designation of Chief Financial Officer of the Company with effect from June 30, 2022, due to personal reasons. The Board places on record its sincere appreciation for his valuable contribution to the Company for the period as the Chief Financial Officer.

Appointment of Mr. Deepak Sawant as a Chief Financial Officer of the Company

Mr. Deepak Sawant has been appointed as Chief Financial Officer of the Company with effect from December 30, 2022.

He was appointed as Company’s DGM - Accounts and Finance on March 16, 2020. He is a qualified Chartered Accountant and holds a Bachelor of Commerce degree from Mumbai University. He has more than 20 years of post-qualification work experience having extensive expertise in Finance and Accounts, Taxation, Financial and Strategic Planning, and Fund management. He has extensive expertise in Strategy and financial planning, Corporate Finance,

Treasury, Budgeting, and Taxation. He has a track record of leading teams, strengthening operational and financial controls, and driving operational efficiency. He shall be responsible for Strategy, Accounting, Treasury, Financial Planning & Analysis, and Taxation.

Independent Directors

The Independent Directors hold office for a term of 5 (five) years and are not liable to retire by rotation.

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section l49 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 along with a declaration received pursuant to sub-rule (3) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence as provided under Regulation l6(l)(b) of the SEBI Listing Regulations.

Based on the declarations and confirmations of the Independent Directors and after undertaking the due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Further, the Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

15. BOARD MEETINGS:

The Board met Five (5) times during the financial year. The maximum gap between any two Board Meetings did not exceed one hundred and twenty days. The details of the meetings and attendance of directors are furnished in the Corporate Governance Report which forms part of the Annual Report and is annexed as an ‘Annexure - VII’ to this Board’s Report.

16. COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20l5, the Board had the following Five (5) Committees as on March 3l, 2023:

• Audit Committee,

• Nomination and Remuneration Committee,

• Stakeholders Relationship Committee,

• Corporate Social Responsibility Committee.

• Risk Management Committee

A detailed update on the Board, its committees, its composition, detailed charter including terms of reference of various Board

The Secretarial Audit Report contains the following observations:
No Observation	Reply to Observation
1. There are certain related party transactions entered for which the Company has obtained approval from the audit committee instead of prior approval.	Considering the necessity of business operations, the Company had entered into certain related party transactions which were duly approved by the audit committee after noting the rationale for the same. The Company will ensure to take requisites prior approvals for all projected related party transactions, wherever applicable.

Committees, number of committee meetings held, and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

17. EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes, and criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision, and strategy, etc., which is in compliance with applicable laws, regulations, and guidelines. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from respective Board Committees.

The criteria for performance evaluation are broadly based on the Guidance Note issued by the SEBI on Board Evaluation which included aspects such as the structure and composition of Committees, the effectiveness of Committee Meetings, etc. Board evaluation processes, including in relation to the Chairman, individual directors, and committees, constitute a powerful and valuable feedback mechanism to improve Board effectiveness, maximize strengths and highlight areas for further development.

The Criteria for Evaluation of Performance has been disclosed in the policy for Evaluation of the Board of Directors which is hosted on the Company’s website at http://www.blissgvs.com/policies-and-codes1/. The performance evaluation is conducted in the following manner:

• Performance evaluation of the Board, Chairman, Managing Director, Non-Executive Director, and Executive Director is conducted by the Independent Directors;

• Performance evaluation of the Committee is conducted by the Board of Directors;

• The performance evaluation of Independent Directors is conducted by the entire Board of Directors.

The Independent Directors had met separately on January 24, 2023, without the presence of Non-Independent Directors and the Members of Management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and NonExecutive Directors. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise, and experience required to best serve the interest of the Company.

18. NOMINATION AND REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and on the recommendation of the Nomination & Remuneration Committee, the Board has adopted the Nomination & Remuneration Policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel (KMP) and their remuneration. The details of the Remuneration Policy are stated in the Corporate Governance Report. The details of this policy have been placed on the website of the Company at http://www.blissgvs.com/ policies-and-codesl/

19. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report (‘MDAR’) forms part of the Annual Report and is annexed herewith as ‘Annexure-VI’ to this Board’s Report.

20. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as of 31st March, 2023, in Form MGT - 7 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https:// blissgvs.com/investors/shareholder-information/annual-return/.

By virtue of an amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide an extract of the Annual Return (form MGT- 9) as part of the Board’s Report.

21. FAMILIARISATION PROGRAM FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, etc. The details of the training and familiarization program have been provided under the Corporate Governance Report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties, and responsibilities. Details of the Familiarization Program conducted are available on the Company’s website http://www.blissgvs.com/policies-and-codesl/.

22. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“the SEBI”). The Company has also implemented several best governance practices. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. The Corporate Governance Report as per Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations

forms part of the Annual Report and is annexed herewith as an ‘Annexure-VII’. A certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ‘Annexure-II’ of this Board’s report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy is available on the website of the company http://www.blissgvs.com/investors/policies-and-codesl/.

24. AUDIT REPORTS AND AUDITORS:

Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, (Firm’s Regn. No. I04607W / W100166), were re-appointed as the Statutory Auditors of the Company for a second term for a period of five consecutive years from the conclusion of the 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting to be held in the financial year 2027-28.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made there under (including any amendment(s), modification(s), or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held on May II, 2023, have re-appointed M/s. BDO India LLP, Chartered Accountant having LLP Registration No. AAB-7880 as Internal Auditors of the Company for the Financial Year 2023-2024, to conduct Internal Audit of the Company.

Cost Audit

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, and accordingly, such accounts and records are made and maintained by the Company.

In accordance with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014, the requirement for cost audit shall not apply

The requirement for the annual ratification of auditors’ appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018.

The auditors have confirmed their eligibility limits as prescribed in the Companies Act, 2013, and that they are not disqualified from continuing as Auditors of the Company.

The Auditors’ Report for the financial year ended March 31,2023, on the financial statements of the Company forms a part of this Annual Report. There is no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors’ Report, which calls for any further comments or explanations.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. AVS & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2022-2023. The Secretarial Audit Report in Form No. MR -3 for the financial year ended March 31,2023, is annexed herewith as an ‘Annexure-V’ to this Board’s Report.

to the Company as its revenue from exports, in foreign exchange, exceeds seventy-five percent of its total revenue.

25. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at http://www.blissgvs.com/policies-and-codesl/.

All related party transactions are placed before the Audit Committee for its review and approval. Prior/omnibus approval of the Audit Committee is obtained on an annual basis for a financial year, for the transactions which are foreseen and repetitive in nature. Considering the necessity of business operations, the Company had entered into certain related party transactions for which the Company has obtained approval from the audit committee instead of prior approval, after noting the rationale for the same.

The statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant information are placed before the Audit Committee for review and updated on a quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm’s Length basis. During the year under review, the Company has not entered into any contracts/ arrangements/ transactions with related parties which qualify as material in accordance with the Policy of the Company on the materiality of related party transactions. Hence, the disclosure of Related Party Transactions as required under Section I34(3)(h) of the Companies Act, 2013 in ‘Form AOC-2’ is not applicable.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of this Annual Report.

26. LOANS AND INVESTMENTS:

Loans, Guarantees, and Investments made under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023, are set out in Notes to the Standalone Financial Statements of the Company.

27. RISK MANAGEMENT:

As per provisions of the Companies Act, 2013 and as part of good Corporate Governance, the Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures and the Board shall be responsible for framing, implementing, and monitoring the risk management plans for the Company. The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating, and resolving risks associated with the business.

The Audit Committee of the Company has periodically reviewed the various risks associated with the business of the Company. Such review includes risk identification, evaluation, and mitigation of the risk.

The Company has constituted its Risk Management Committee and also adopted its policies. Details of the same are mentioned in the Corporate Governance Report which is a part of this Annual Report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies Act,

2013, read with the rule 8 of the Companies (Accounts) Rules,

2014, are enclosed as ‘Annexure-IV’ to this Board’s report.

29. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has in place an Internal Financial Control System, commensurate with the size, scale, and complexity of its operations to ensure proper recording of financial and operational information & compliance with various internal controls, statutory compliances, and other regulatory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

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

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Statutory Auditors of the Company have monitored and evaluated the efficacy of the Internal Financial Control System in the Company, it is in compliance with the operating system, accounting procedures & policies at all the locations of the Company.

Based on the report of the Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations, if any, and recommendations along with corrective action suggested thereon are presented to the Audit Committee of the Board. The Company is periodically following all the applicable Indian Accounting Standards for properly maintaining the books of account and reporting Financial Statements.

30. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, to report concerns about unethical behavior. The Company hereby affirms that no Director/employee has been denied access to the Chairman and Audit Committee and that no complaints were received during the year. This Policy is available on the website of the Company at http://www.blissgvs.com/investors/policies-and-codesl/.

31. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:

The Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the

manufacturing sites, R & D setups & corporate office during the year under review.

During the year, there were no complaints received by the Company. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

32. HUMAN RESOURCES MANAGEMENT AND MANAGERIAL REMUNERATION:

We are committed to hiring and retaining the best talent and being among the industry’s leading employers. We focus on promoting a collaborative, transparent, and participative organizational culture, and rewarding merit and sustained high performance. Our human resource management focuses on allowing our employees to develop their skills, grow in their careers, and navigate their next.

In terms of compliance with provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employee’s remuneration are annexed herewith as ‘Annexure-III’ to this Boards Report.

In terms of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the employee(s) drawing remuneration in excess of limits set out in said rules forms part of this Boards Report in Annexure if any.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR’):

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top l,000 listed entities based on market capitalization. In compliance with the Listing Regulations, we have integrated BRSR disclosures into our Annual Report. The Business Responsibility and Sustainability Report of the Company for the year ended March 3l, 2023, forms part of the Annual Report and is enclosed as an ‘Annexure-VIII’ and is also made available on the website of the Company at www.blissgvs.com.

34. INSURANCE OF ASSETS:

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

35. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) read with Section l34(3)(c) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards

read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and of the profit/loss of the Company for the financial year from April 1,2022, to March 31,2023.

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a ‘going concern’ basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. OTHER GENERAL DISCLOSURES:

i. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with the applicable Secretarial Standards, i.e. SS-l and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively.

ii. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS/TRIBUNALS

During the year, there are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in the future.

iii. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Board or Audit Committee, as required under Section 134 (3) (ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

37. ENVIRONMENTAL, SAFETY, AND HEALTH:

The Company is committed to ensuring a sound Safety, Health, and

Environment (SHE) performance related to its activities, products,

and services. The Company had been continuously taking various

steps to develop and adopt Safer Process technologies and unit operations. The Company has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element, Enhanced level of training on Process and Behavior-based safety, adoption of safe & environmentally friendly production processes, Installation of Bioreactors, Chemical ROs, Multiple effect evaporator, and Incinerator, etc. to reduce the discharge of effluents, commissioning of Waste Heat recovery systems, and so on to ensure the Reduction, Recovery, and Reuse of effluents & other utilities. Monitoring and periodic review of the designed SHE Management System are done on a continuous basis.

38. BANK AND FINANCIAL INSTITUTIONS:

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

39. ACKNOWLEDGEMENTS:

The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders -

shareholders, investors, customers, suppliers, business associates, Company’s bankers, regulatory, medical professionals, business associates, and governmental authorities for their cooperation, assistance, and support. Further, they also wish to thank their employees for their dedicated services.

The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 33^rd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2018.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Rs. in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2017-2018	2016-2017	2017-2018		2016-2017
Total Income	30,928.88	35,889.97	84,167.50		81,485.69
Total Expenditure	20,982.86	24,929.39	61,800.03		59,962.02
Profit Before Interest and depreciation	9,946.02	10,960.58		22,367.47	21,523.67
Less: Depreciation	567.16	562.46	2,138.29		2,014.37
Interest	695.14	907.37	2,280.12		1,968.82
Tax	2,982.26	3,577.33	5,662.68		6,272.06
Net Profit/(Loss) After Tax	5,701.46	5,913.42	8,866.49		11,268.42

YEARLY REVIEW:

The Company has successfully completed 33 years of operations this year. The Company is a fast-growing Pharmaceutical Company with a proven track record of developing, manufacturing and marketing high quality pharmaceutical formulations at affordable prices for the global markets that have reported an encouraging performance for the year ended March 31, 2018.

The Company has disinvested the following subsidiaries -

i. Lifeon Labs Private Limited;

ii. Bliss Indasi Lifescience Private Limited;

iii. Shree Salespack Private Limited;

and disinvested materially significant step down subsidiary Bliss GVS Healthcare Limited, Nairobi to focus on its core pharmaceutical operations, which have been a steady source of growth after obtaining necessary approval from the members of the Company.

STANDALONE FINANCIAL RESULTS:

The Net Sales of our Company was Rs.29,140.25 Lakhs as compared to Rs.32,678.30 Lakhs in the previous year, Profit before tax was Rs.8,683.72 Lakhs as compared to Rs.9,490.75 Lakhs in the previous year. Profit after tax was Rs.5,701.46 Lakhs as compared to Rs.5,913.42 Lakhs in the previous year. The Company booked a profit of Rs.438.64 Lakhs due to foreign Exchange fluctuation and better Foreign Exchange management.

CONSOLIDATED FINANCIAL RESULTS:

The Net Sales of the Company increased to Rs.80,694.49 Lakhs from Rs.77,621.03 Lakhs in the previous year. Profit before tax was Rs.14,529.18 Lakhs as compared to Rs.17,540.48 Lakhs in the previous year. Profit after tax was Rs.8,866.49 Lakhs as compared to Rs.11,268.42 Lakhs in the previous year. The Company booked a profit of Rs.568.84 Lakhs due to foreign exchange fluctuation and better Foreign Exchange management.

TRANSFER TO RESERVES:

The Company has not proposed to transfer any profits to the General Reserves of the Company for the financial year March 31, 2018 as per audited standalone financial statements.

DIVIDEND:

Your Directors are pleased to recommend final dividend at the rate of Rs.1.00 (i.e. 100.00%) per equity share of Rs.1/- each for the year ended March 31, 2018 subject to the approval of the shareholders at the ensuing Annual General Meeting.

During the year 2017-18, Unclaimed Dividend of Rs.25,17,849/was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rule, 2001.

DEPOSITS:

As on March 31, 2018, the Company held no deposit in any form from anyone. There were no deposits held by the Company as on March 31, 2018 which were overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved not to accept any deposit from public.

SUBSIDIARY COMPANIES:

The Company has 4 subsidiaries out of which 3 are wholly owned subsidiaries alongwith 2 step down subsidiaries and 1 partly owned subsidiary alongwith 2 step down subsidiary, During the year, the Board of Directors reviewed the affairs of the subsidiaries. In pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is given in Annexure -1 in this Board’s Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Companies, Consolidated Financial Statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure - II forming part of the Annual Report.

STATE OF AFFAIRS OF THE COMPANY:

1. The Company has successfully completed 33 years of operation this year.

2. The manufacturing plants are certified to be GMP compliant by local and international standards: EU GMP, WHO GMP, OHSAS -18001: 2007 and ISO-14001:2004. This company is the only EU-GMP certified suppositories manufacturer in India.

3. With significant expansion in R & D, Manufacturing & Marketing capabilities, we are poised for an accelerated rate of growth which makes for very exciting times at Bliss GVS.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During this year, the Company disinvested materially significant step down subsidiary Bliss GVS Healthcare Limited, Nairobi. However, there was no such pecuniary affects on the financial position of the Changes.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the provisions of Section 152 of the Companies Act, 2013 and the rules made thereunder, Mr. Gautam Ashra (DIN: 00140942), Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks reappointment. The Board recommends his reappointment.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 5 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not promoters of the Company or its holding, subsidiary or associate Company;

2. They are not related to promoters or directors in the Company, its holding, subsidiary or associate Company.

3. The Independent Directors have /had no pecuniary relationship with Company, its holding, subsidiary or associate Company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

(A) a firm of auditors or Company Secretaries in Practice or Cost Auditors of the Company or its holding, subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the Company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two percent or more of the total voting power of the Company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results alongwith evaluation done by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Companies Act, 2013 and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Audit committee and Board.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on March 27, 2018 reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and expressed their satisfaction.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2018, the Board consists of 7 members. Out of which one is the Managing Director, two are Whole Time Directors. The Whole time Directors are Women Director’s.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner.

COMMITTEES OF THE BOARD:

Currently, the Board has Six Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Shares Transfer Committee, 5) Corporate Social Responsibility Committee and 6) Health and Safety Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the Company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY:

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

Over the years, we have been striving to achieve a fine balance of economic, environmental and social, while also paying attention to the needs and expectations of our internal as well as external stakeholders. Our corporate social responsibility is not limited to philanthropy, but encompasses holistic community development, institution building and sustainability related initiatives.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2018 on a ‘going concern’ basis.

(v) The internal financial controls are laid and have been followed by the Company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the Company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY:

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

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

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

M/s. Narendra Dighe & Co. - Chartered Accountants are the Internal Auditor of the Company.

STATUTORY AUDITORS:

At the Annual General Meeting held on September 26, 2017, M/s. Kalyaniwalla & Mistry LLP (Chartered Accountants) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting upto 2022. Accordingly, the appointment of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, as statutory auditors of the Company, is placed before the shareholders for ratification.

In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2017-18 is Annexure-IV to this Board’s Report.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2018-19.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH &DEVELOPMENT ACTIVITIES:

The Company has its own R&D centre. The R&D centre follows stringent guidelines based on Good Laboratory Practices and is well equipped with the latest equipment in particle size analysis, gas chromatography, high-performance liquid chromatography, dissolution testing, stability chambers and lab-scale manufacturing machines.

C) TECHNOLOGY ABSORPTION:

The Company seeks to continuously invest in upgrading its manufacturing and R&D operations to incorporate the latest technologies in an effort to improve performance. The Company’s suppository & pessary manufacturing lines include custom designed and built equipment from the world’s leading supplier of this machinery.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the Company’s website.

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

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-V to this Board’s Report.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

HUMAN RESOURCES MANAGEMENT:

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

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

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is Annexure-VI to this Board’s report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

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

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-VII.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates, regarding compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure-VIII to this Board’s Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the 2017-2018.

INSURANCE OF ASSETS:

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

BANK AND FINANCIAL INSTITUTIONS:

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

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors

Sd/- Sd/-

Mayank S. Mehta S. N. Kamath

Chairman Managing Director

Place: Mumbai

Date: May 17, 2018

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Mar 31, 2017

Dear Members,

Your Directors are pleased to present the 32^nd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2017.

Summary of Financial Results of the Company:

(Rs, in Lakhs)

PARTICULARS	STAND/	\LONE	CONSOL	IDATED
	2016-2017	2015-2016	2016-2017	2015-2016
Total Income	37,078.12 34,945.92		82,532.13 57,124.41
Total Expenditure	25,744.15 22,986.90		60,609.92 39,117.46
Profit Before Interest and depreciation	11,333.97 11,959.02		21,922.21 18,006.95
Less: Depreciation	584.59 585.24		2,011.85 1,326.00
Interest	907.36 1,352.61		1,992.46 1,861.49
Tax	3,581.84 3,459.70		6,284.09 4,804.91
Net Profit/(Loss) After Tax	6,260.18 6,561.47		11,633.82 10,014.55

Yearly Review:

Your Company has successfully completed 32 years of operations this year. Your Company is a fast-growing Pharmaceutical Company with a proven track record of developing, manufacturing and marketing high quality pharmaceutical formulations at affordable prices for the global markets that have reported an encouraging performance for the year ended March 31, 2017.

Standalone Financial Results:

The Net Sales of our Company increased to Rs, 34,918.37 Lakhs from Rs, 32,638.34 Lakhs in the previous year, at growth rate of 6.99%. Profit before tax was Rs, 9,842.02 Lakhs as compared to Rs, 10,021.17 Lakhs in the previous year. Profit after tax was Rs, 6,260.18 Lakhs as compared to Rs, 6,561.47 Lakhs in the previous year. The Company booked a profit of Rs, 1,316.47 Lakhs due to foreign Exchange fluctuation and better Foreign Exchange management.

Consolidated Financial Results:

The Company has 7 subsidiaries out of which 3 are wholly owned subsidiaries alongwith 3 step down subsidiaries and 4 subsidiaries along with 1 step down subsidiary. The Net Sales of the Company increased to Rs, 79,974.09 Lakhs from Rs, 54,689.41 Lakhs in the previous year, at growth rate of 46.23%. Profit before tax was Rs, 11,633.82 Lakhs as compared to Rs, 10,014.55 Lakhs in the previous year. Profit after tax and minority interest was Rs, 8,561.06 Lakhs as compared to Rs, 8,248.25 Lakhs in the previous year. The Company booked a profit of Rs, 1,393.11 Lakhs due to foreign exchange fluctuation and better Foreign Exchange management.

During the year, the Company has opted to submit consolidated financial results along with standalone financial results for every quarter in accordance with the Regulation 33 (3)(b)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with section 134 of the Companies Act, 2013.

Transfer to Reserves:

The Company proposes to transfer Rs, 600 Lakhs to the General Reserves of the Company for the financial year March 31, 2017 as per audited standalone financial statements.

Dividend:

Your Directors are pleased to recommend final dividend at the rate of Rs, 0.60 (i.e. 60.00%) per equity share of Rs, 1/- each for the year ended March 31, 2017 subject to the approval of the shareholders at the ensuing Annual General Meeting.

During the year 2016-17, Unclaimed Dividend of Rs, 5,26,087/was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rule, 2001.

Deposits:

As on March 31, 2017, the Company held no deposit in any form from anyone. There were no deposits held by the Company as on March 31, 2017 which were overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved not to accept any deposit from public.

Subsidiary Companies:

The Company has 7 subsidiaries out of which 3 are wholly owned subsidiaries along with 3 step down subsidiaries and 4 subsidiaries along with 1 step down subsidiary. During the year, the Board of Directors reviewed the financial affairs of the subsidiaries. In pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed as Annexure -I in this Board''s Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Companies, Consolidated Financial Statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Management''s Discussion and Analysis Report:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure-II forming part of the Annual Report.

State of affairs of the Company:

1 The Company has successfully completed 32 years of operation this year.

2 Bliss GVS manufacturing plants are certified to be GMP compliant by local and international standards: EU GMP, WHO GMP, OHSAS -18001: 2007 and ISO-14001:2004. This Company is the only EU-GMP certified suppositories manufacturer in India.

3 We are among the world leaders in Suppositories and Pessaries dosage forms with one of the largest portfolios in this segment. Over the last decade, we have acquired definitive know-how in other dosage forms & therapeutic segments, which is exemplified by our ever-expanding product offering across more than sixty countries.

4 With significant expansion in R & D, Manufacturing & Marketing capabilities, we are poised for an accelerated rate of growth which makes for very exciting times at Bliss GVS.

Change in the nature of business, if any:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

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

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

Shifting of Research and Development Centre:

The Company has shifted its in-house R&D Centre from 4th Floor, J Wing, Tex Centre, Near HDFC Compound, Chandivali, Andheri (E), Mumbai 400 072 to Unit 6, Ground Floor, Hyde Park, Saki Vihar Road, Andheri (East), Mumbai-400 072. The R&D Centre is in a completely separate and independent location. All facilities for R&D are located under one roof i.e. office, store, product design, development, sampling, testing and validation.

Directors and Key Managerial Personnel:

As per the provisions of Section 152 of the Companies Act, 2013 and the rules made there under, Mr. Gautam Ashra [DIN: 00140942], Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks reappointment. The Board recommends his reappointment.

Number of Meetings of the Board:

The Board met 4 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Independent Directors Declaration:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1 They are not promoters of the Company or its holding, subsidiary or associate company;

2 They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3 The Independent Directors have /had no pecuniary relationship with Company, its holding, subsidiary or associate Company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4 None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5 Independent Director, neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of--

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the Company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the Company;

6 Independent Director possesses such qualifications as may be directed by the Board.

7 The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

Board Evaluation:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors should be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results along with evaluation done by the Nomination and Remuneration Committee.

Performance of the Board and Committees:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Companies Act, 2013 and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Audit Committee and Board.

Meeting of Independent Directors:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on March 24, 2017 reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and expressed their satisfaction.

Policy on Directors Appointment and Remuneration:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2017, the Board consists of 7 members. Out of which one is the Managing Director, two are Whole Time Directors. The Whole time Directors are Women Director''s.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Familiarization Programme for Independent Directors:

The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner.

Committees of the Board:

Currently, the Board has Six Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Shares Transfer Committee, 5) Corporate Social Responsibility Committee and 6) Health and Safety Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.

Nomination and Remuneration Committee and Stakeholders Relationship Committee:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

a Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ;

c Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f Independent Director should be able to devote time for the Board and other meetings of the Company;

g Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h Able to review the policy, participate in the meeting with all the stakeholders of the Company at the Annual General Meeting.

Corporate Social Responsibility:

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

Over the years, we have been striving to achieve a fine balance of economic, environmental and social, while also paying attention to the needs and expectations of our internal as well as external stakeholders. Our corporate social responsibility is not limited to philanthropy, but encompasses holistic community development, institution building and sustainability related initiatives.

Directors'' Responsibility Statement:

Pursuant to the Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2017 on a ''going concern'' basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Risk Management Policy:

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

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

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

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

Vigil Mechanism / Whistle Blower Policy:

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

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

Internal Control Systems and their Adequacy:

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

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

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

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

M/s. Narendra Dighe & Co. - Chartered Accountants are the Internal Auditor of the Company.

Statutory Auditors:

M/s. B. K. Khare & Co. have been the Statutory Auditors of the Company for more than 10 years. It is proposed to go in for rotation of Statutory Auditors at the ensuing 32^nd Annual General Meeting by appointing a new firm of Chartered Accountants to act as the Statutory Auditors of the Company.

M/s. Kalyaniwalla & Mistry LLP (Firm Regn. No. 104607W/ W100166), Chartered Accountants, a firm has been identified for appointment as the Statutory Auditors of the Company. They are eligible for appointment under the provisions of the Companies Act, 2013, they have furnished their consent to act as the Statutory Auditors, in terms of the second proviso to Section 139 of the Act and also provided a certificate to the effect that their appointment, if made, shall be in accordance with the conditions laid down and that they satisfy the criteria provided under Section 141 of the Act. The Board of Directors, on the recommendations of the Audit Committee, proposed the appointment of M/s. Kalyaniwalla & Mistry LLP Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting of the Company (subject to ratification of the appointment at every Annual General Meeting, if required by law) and to authorize the Board of Directors of the Company to fix their remuneration.

Auditors Report:

The Auditors have not made any qualification to the financial statements. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the Companies Act, 2013.

Secretarial Auditors and their Report:

M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2016-17 is annexed as Annexure-IV to this Board''s Report.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2017-18.

Significant and Material Orders passed by the Courts/Regulators:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Conservation of Energy, Technology and Foreign Exchange:

The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:

A) Conservation of Energy:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) Research & Development Activities:

The Company has its own R&D centre. The R&D centre follows stringent guidelines based on Good Laboratory Practices and is well equipped with the latest equipment in particle size analysis, gas chromatography, high-performance liquid chromatography, dissolution testing, stability chambers and lab-scale manufacturing machines.

C) Technology Absorption:

Bliss GVS seeks to continuously invest in upgrading its manufacturing and R&D operations to incorporate the latest technologies in an effort to improve performance. The Company''s suppository & pessary manufacturing lines include custom designed and built equipment from the world''s leading supplier of this machinery.

D) Foreign Exchange Earnings & Outgo:

(Rs, in Lakhs)

Sr.	Particulars	2016-2017	2015-2016
No.
a)	Foreign Exchange Earned	30,693.36	30,254.46
b)	Foreign Exchange Used	5061.81	3938.13

Related Party Transactions/Contracts:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions is uploaded on the website of the Company.

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

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

The details of such related party transactions are available in the Notes to the Standalone / Consolidated financial statements section of this Annual Report.

Particulars of Loans, Guarantees or Investments:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Human Resources Management:

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

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

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-VI to this Board''s Report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules.

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

Extract of Annual Returns:

Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is annexed as Annexure-VII to this Board''s Report.

Corporate Governance:

A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates, regarding compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure-VIII to this Board''s Report.

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013:

The Company has in place a prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the year 2016-2017.

Insurance of Assets:

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

Bank and Financial Institutions:

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

Acknowledgments:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors

Mayank S. Mehta S. N. Kamath

Chairman Managing Director

Date: May 16, 2017

Place: Mumbai

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 30th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

STANDALONE SUMMARISED FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Total Income 33,437.21 31835.48

Total Expenditure 22682.75 22215.86

Profit Before Interest and 10754.45 9619.62

depreciation

Less:Depreciation 507.83 446.16

Interest 1121.18 943.63

Tax 3123.90 2837.19

Net Profit/(Loss) After Tax 6001.55 5392.65

THE YEAR UNDER REVIEW:

Your Company has successfully completed 30 years of operation this year. Your Company is a fast-growing Pharmaceutical Company with a proven track record of developing, manufacturing and marketing high quality pharmaceutical formulations at affordable prices for the global markets that have reported an encouraging performance for the year ended 31st March 2015.

During the year, the Company has formed a new company Asterisk Lifesciences Limited a wholly owned foreign subsidiary in United Kingdom for the purpose of facilitating registrations and marketing of pharmaceutical formulations in the European continent.

COMPANY''S PERFORMANCE:

Net Sales of the Company were Rs. 31,302.17 Lacs as compared to Rs.28,823.07 Lacs in the previous year. Profit before tax was Rs. 9125.45 Lacs as compared to Rs. 8229.84 Lacs in the previous year. Profit after tax was Rs. 6001.55 Lacs as compared to Rs. 5392.65 Lacs in the previous year. The Company booked a profit of Rs. 1132.39 Lacs due to foreign Exchange fluctuation and better Foreign Exchange management.

CONSOLIDATED FINANCIAL RESULTS:

Net Sales of the Company were Rs. 40,713.44 Lacs as compared to Rs.34,464.21 Lacs in the previous year. Profit before tax was Rs. 9601.92 Lacs as compared to Rs. 7055.82 Lacs in the previous year. Profit after tax and minority interest was Rs. 5990.97 Lacs as compared to Rs. 4099.17 Lacs in the previous year. The Company booked a profit of Rs. 1208.83 Lacs due to foreign exchange fluctuation and better Foreign Exchange management.

CONSOLIDATED FINANCIAL STATEMENTS:

The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2015, prepared in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements is provided in the Annual Report.

TRANSFER TO RESERVES:

The Company proposes to carry Rs. 500 Lacs to the General Reserves of the Company for the financial year 31st March, 2015 as per audited standalone financial statements.

SUBSIDIARY COMPANIES:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is given in Annexure -I in this Board''s Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Companies, Consolidated Financial Statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.



MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing with Stock Exchange in India, is presented in a separate Annexure - II forming part of the Annual Report.

STATE OF AFFAIRS OF THE COMPANY

1. The Company has successfully completed 30 years of operation this year.

2. Bliss GVS manufacturing plants are certified to be GMP compliant by local and international standards: EU GMP, WHO GMP, OHSAS -18001: 2007 and ISO-14001:2004. This company is the only EU-GMP certified suppositories manufacturer in India.

3. We are among the world leaders in Suppositories and Pessaries dosage forms with one of the largest portfolios in this segment. Over the last decade, we have acquired definitive know-how in other dosage forms & therapeutic segments, which is exemplified by our ever-expanding product offering across more than sixty countries.

4. With significant expansion in R & D, Manufacturing & Marketing capabilities, we are poised for an accelerated rate of growth which makes for very exciting times at Bliss GVS.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company or any of its subsidiaries during the year.

DIVIDEND:

Your Directors on 12th February 2015 declared an interim dividend @ Rs. 0.20 (i.e. 20.00%) per equity share of Re. 1/- .

Your Directors are pleased to recommend final dividend at the rate of Rs. 0.50 (i.e. 50.00%) per equity share of Re. 1/- each for the year ended 31st March 2015, subject to the approval of the shareholders at the ensuing Annual General Meeting.

During the year 2014-15, unclaimed Dividend of Rs. 2,21,989/- was transferred to the Investor Education and Protection Fund, as required under the Investor Education and Protection Fund (Awareness and Protection of Investor) Rule, 2001.

DEPOSITS:

As on 31st March, 2015, the Company held no deposit in any form from anyone. There was no deposits held by the company as on 31st March, 2015, which were overdue or unclaimed by the depositors. For the present, the Board of Directors have resolved not to accept any deposit from public.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder and the Articles of Association of the Company, Mr. Gautam Ashra, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Companies Act, 2013 provides the appointment of Independent Directors. Pursuant to the provisions of Section 149 (4) of the Companies Act, 2013 provides that every listed company shall have at least one-third of the total number of directors as independent directors. The Board of the Company is already in compliance with aforesaid section.

As per the Section 149(10) of the Companies Act, 2013 provides that independent director shall hold office for a term of upto five consecutive years on the Board of the Company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.

Further, according to the Section 149 (11) of the Companies Act, 2013, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Nomination and Remuneration Committee on 28/08/2014 has confirmed and ratified the appointment of Mr. S.R.Vaidya and Mr. Mayank Mehta as Independent Director of the company for a period of five years starting from 28th August 2014 upto 27th August, 2019 and who are not liable to retire by rotation. On the recommendation of the Nomination and Remuneration Committee, the Board seeks the ratification of the same from the members of the Company.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

Mr. G.G. Desai, the Chairman of the Company due to health reasons resigned from the Board on 29/05/2015.

The format of the letter of appointment is available on our website, www.blissgvs.com

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not promoters of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives--

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) Most of the Directors attended the Board meeting;

(ii) The remunerations paid to Executive Directors are strictly as per the company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operation of the company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement, the Independent Directors of the Company held their meeting on 02nd February, 2015, reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2015, the Board consists of 7 members. Out of which one is the Managing Director, two are Whole Time Directors. The Whole time Directors are Women Director''s.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently, the Board has Seven Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Risk Management Committee, 4) Corporate Social Responsibility Committee, 5) Shares Transfer /Investor Grievances Committee, 6) Health and Safety Committee and (7) Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee under the Chairmanship of the Independent Director Mr. S.R. Vaidya, Mr. G.G. Desai and Mr. Gautam R. Ashra.

The Key features of the Policy of the said committee:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

Bliss GVS being a pharmaceutical company is committed to improve the health of the general public at large and the Company is well known for its Quality and Reliability for over three decades. The present CSR initiatives focus on two main recognized activities mentioned in Schedule VII of the Companies Act,2013,namely promoting education and promoting preventive healthcare particularly scheduled tribes. The CSR policy is available on the website of the company and the Annual Report on Corporate Social Responsibility (CSR) activities as required under Section 135 of the Companies Act 2013 is annexed as Annexure- III to this Report. The Company would also undertake other need based initiatives in compliance with Schedule VII to the Companies Act 2013

Over the years, we have been striving to achieve a fine balance of economic, environmental and social, while also paying attention to the needs and expectations of our internal as well as external stakeholders. Our corporate social responsibility is not limited to philanthropy, but encompasses holistic community development, institution building and sustainability related initiatives.

RISK MANAGEMENT POLICY

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

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

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

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

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

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

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

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

M/s. Narendra Dighe & Co. - Chartered Accountants is the internal Auditor of the Company.

DIRECTORS'' RESPONSIBILITY :

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 stMarch 2015 on a ''going concern'' basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

STATUTORY AUDITORS

At the Annual General Meeting held on August 28, 2014 M/s. B.K. Khare & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. B.K. Khare & Co.,Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2014-15 is Annexure-IV to this Board''s Report.

The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2015-16.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self- explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH & DEVELOPMENT ACTIVITIES:

The R&D centre follows stringent guidelines based on Good Laboratory Practices and is well equipped with the latest equipment in particle size analysis, gas chromatography, high-performance liquid chromatography, dissolution testing, stability chambers and lab-scale manufacturing machines.

C) TECHNOLOGY ABSORPTION:

Bliss GVS seeks to continuously invest in upgrading its manufacturing and R&D operations to incorporate the latest technologies in an effort to improve performance. The company''s suppository & pessary manufacturing lines include custom designed and built equipment from the world''s leading supplier of this machinery.

D) FOREIGN EXCHANGE EARNINGS & OUTGO:

(Rs. in Lacs)

2014-2015 2013-2014

a. Foreign Exchange Earned 29342.37 26686.23

b. Foreign Exchange Used 3954.36 4742.60

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

RELATED PARTY TRANSACTIONS/CONTRACTS:

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

EXTRACT OF ANNUAL RETURNS

Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return in Form MGT-9 is Annexure-VI.

HUMAN RESOURCES MANAGEMENT:

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

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

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is Annexure- VI to this Board''s report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

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

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Ramesh Chandra Mishra & Associates, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange forms part of this Report and Annexure-VII to this Board''s Report.

INSURANCE OF ASSETS

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

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors.

GOVIND G. DESAI S. N. KAMATH Chairman Managing Director

Place: Mumbai Dated: 29th May, 2015

---

Mar 31, 2014

The Directors are pleased to present the 29th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2014

STANDALONE SUMMARISED FINANCIAL RESULTS:

(in Lacs)

Particulars 2013-14 2012-13

Total Income 31835.49 36871.60

Total Expenditure 22215.86 25290.12

Proft Before Interest and 9619.63 11581.48

depreciation

Less: Depreciation 446.16 442.78

Interest 943.63 655.47

Tax 2837.19 4815.03

Net Profit/(Loss) After Tax 5392.65 5668.20

THE YEAR UNDER REVIEW:

Your Company has successfully completed 29 years of operation. Your Company''s key businesses have reported an encouraging performance for the year ended 31st March 2014.

OPERATIONS:

Net Sales of the Company were Rs. 29045.68 lacs as compared to Rs.35368.32 lacs in the previous year. Profit before tax was Rs. 8229.84 as compared to Rs. 10483.23 lacs in the previous year. Profit after tax was Rs. 5392.65 as compared to Rs. 5668.20 lacs in the previous year. The Company booked a proft of Rs. 2096.46 due to foreign Exchange fluctuation and better Foreign Exchange management.

DIVIDEND:

Your Directors are pleased to recommend payment of fnal Dividend at the rate of Rs. 0.50 per Equity Share (i.e.50.00%) Equity share of Rs. 1/- each for the year ended 31st March 2014.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES:

The Company continues to expand on the capabilities of its formulation and analytical development teams at its R&D center, which received DSIR approval over the recently concluded financial year. The R&D Centre conducts development and stability studies across the product lifecycle. This entails designing a product and its manufacturing process to consistently deliver its intended performance whilst maintaining key quality target profile- attributes.

The investment into R&D over the last few years has started to pay dividends as the Company has been able to register new products in new markets. Continuo''s investment in R&D will be critical to enable the Company to increase the reach of its products and expertise and thus drive growth.

C) TECHNOLOGY ABSORPTION:

The Company is equipped with technologies from world''s leaders.

D) FOREIGN EXCHANGE EARNINGS & OUTGO:

(in Lacs)

Particulars 2013-2014 2012-2013

a. Foreign Exchange Earned 26686.23 32952.03

b. Foreign Exchange Used 4742.60 3583.23

THE YEAR UNDER REVIEW:

The Company invested in :

a. 51% Share Capital of Lifeon Labs Pvt Ltd.

b. Stepdown subsidiary Bliss GVS International Pte Ltd now holds 51% share capital in Greenlife Bliss Healthcare Ltd.

This year, we faced challenges in Ghana, where delays in re- registration resulted in adverse regulatory action. However, the Company took quick, corrective measures to resolve these issues. The business is now back on track in Ghana.

AUDITORS:

M/s B. K. Khare & Co., Chartered Accountants, Mumbai retire as Auditors of the company at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to get re-appointed and have given declaration to the effect that if re-appointed their appointment will be within the limits fixed under section 224(1)(B) of the Companies Act, 1956. The Audit committee recommends the re-appointment of M/s B. K. Khare & Co. as Auditor of the company for the financial year 2014-2015.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statements, in their reports or relevant notes to accounts, which are self explanatory and do not call for any comments under section 217 (3) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report as per clause 49 of the Listing Agreement.

INSURANCE OF ASSETS:

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

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS:

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels

HUMAN RESOURCES:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL:

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

DIRECTOR:

Mr. S.R. Vaidya, Independent Director who retired by rotation and being eligible offers himself for reappointment for a period of 5 years.

Mr. Amarendra Mohapatra resigned as a Company Secretary of the company w.e.f 1st November, 2013 and Ms. Sushama Yadav was appointed as a Company Secretary w.e.f 1st November, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility

Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the fnancial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis.

(v) The internal financial controls laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURNS:

1. The Paid up capital of the Company: Rs. 103,146,672 consisting of 103,146,672 equity shares of face value of Rs.1/- each.

2. The Board of Directors of the Company consists of 7 Directors. Out of which 4 promoter directors namely Mr. S. N. Kamath, Mr. Gautam R. Ashra, Ms. Shruti N. Kamath and Dr. Vibha N. Kamath. Mr. G.G. Desai, Mr. Mayank S. Mehta and Mr. S. R. Vaidya are three Independent Directors.

3. The secured debt of the Company is Rs. 6827.70 Lacs.

4. The Promoters holding is consists of 6,69,89,830 equity shares of Rs.1/- each amounting to 64.95 % .

5. There was un-paid dividend during the year.

CORPORATE SOCIAL RESPONSIBILITY:

Composition of Corporate Social Responsibility Committee as per the provisions of section 135 (2) of the Companies Act, 2013:

Composition, Name Of Members

1 Mr. S. R. Vaidya- Chairman

2 Mr. S. N. Kamath - Managing Director

3 Ms. Shruti N. Kamath -Director

4 Mr. Vipul B. Thakkar - Finance Manager

4 Ms. Sushama Yadav -Company Secretary

5 Mr. Ramesh Mishra - Company Secretary In Practice

Over the years, we have been striving to achieve a fne balance on economic, environmental and social fronts, while also paying attention to the needs and expectations of our internal as well as external stakeholders. Our corporate social responsibility is not limited to philanthropy, but encompasses holistic community development, institution building and sustainability related initiatives.

DETAILS OF RELATED PARTY TRANSACTIONS/ CONTRACTS:

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

RISK MANAGEMENT POLICY:

The Company has instituted a risk management policy. The board of directors are periodically kept up to date on the business risks faced by the Company and the actions taken by management to mitigate these risks. The successful implementation of the SAP ERP system and the continuous expansion of its scope across business activities has allowed the Company to leverage IT to better manage risks and ensure efficiency.

INDEPENDENT DIRECTORS DECLARATIONS:

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary

relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives- (i) holds or has held the position of a key managerial

personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of- (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and stakeholders Relationship Committee under the Chairmanship of the Independent Director Mr. S.R. Vaidya , Mr. G.G. Desai and Mr. Gautam R. Ashra.

Highlights of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

b. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

c. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

d. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

e. ID should be able to devote time for the Board and other meetings of the company;

f. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

g. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters was satisfactory:

1. Most of the Directors attended the Board meetings;

2. The remunerations paid to Executive Directors are strictly as per the company and industry policy. The Independent Directors only received sitting fees and Conveyance if any.

3. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

4. The Credit Policy, Loan Policy and compliances were reviewed;

5. Implementation of Risk Management Policy

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors.

GOVIND G. DESAI S. N. KAMATH Chairman Managing Director

Place: Mumbai

Dated: 26th May, 2014

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Mar 31, 2013

The Directors are pleased to present the 28th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2013.

SUMMARISED FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Total Income 36871.60 28292.91

Total Expenditure 25290.12 19646.06

Profit: Before Interest 11581.48 8646.85 and depreciation

Less: Depreciation 442.78 364.61

Interest 655.47 310.99

Tax 4815.03 2688.35

Net Profit/(Loss) After 5668.20 5282.90 Tax

THE YEAR UNDER REVIEW

Your company has successfully completed 28 years of operations. Your company''s key businesses have reported an encouraging performance for the year ended 31st March, 2013.

OPERATIONS

Net Sales of the company were Rs. 35,368.32 lacs as compared to Rs. 26,707.06 lacs in the previous year. Profit before tax was Rs. 10,483.23 as compared to Rs. 7,971.25 lacs in the previous year. Profit after tax was Rs. 5,668.20 lacs as compared to Rs. 5,282.90 lacs in the previous year. The Company booked a profit of Rs.863.65 due to Foreign Exchange fluctuation and better Foreign Exchange management.

DIVIDEND

Your Directors are pleased to recommend payment of Dividend at the rate of Rs. 0.40 per Equity Share (i.e.40.00%) Equity share of Rs. 1/- each for the year ended 31st March 2013. Also, during the year, the Company has had declared Interim Dividend at the rate of Rs. 0.30 per Equity Share, (i.e.30.00%) Equity share of Rs. 11- each for the year ended 31st March 2013.

FUTURE OUTLOOK:

As part of future expansion and Business Convenience, the Company incorporated a 100% Subsidiary at Singapore to oversee the Business of export.The Company strategically holds 51% stake in Bliss Indasi Lifescience Pvt Ltd, 70% stake in Kremoint Pharma Pvt Ltd and 100% stake in Bliss GVS Clinic Health Care PteLtd.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES:

There is a dedicated team being formed which will conduct market research on the latest molecules and the advancements in pharmaceutics and prepare the inputs which will be used to create the R&D Pipeline.

A strong pipeline of the products in the R&D phase will ensure that we have a continuous flow of products in and out of the R&D pipeline thereby enabling us to benefit commercially from the outputs of the R&D department and at the same time justifying large investments being made into development of the in- house R&D team.

Continuous efforts are being made to improve reliability and quality through in-house R&D efforts. The Company has opened research and developments centre atchandivali and presently the centre is headed by WTD Dr. Vibha N. Kamath.

C) TECHNOLOGY ABSORPTION:

The Company is equipped with technologies from world''s leaders.

THE YEAR UNDER REVIEW

Your Company has two wholly owned subsidiary namely Bliss GVS International Pte Ltd. and Bliss GVS Clinic Health Care Pvt Ltd. Another subsidiary Companies namely Bliss Indasi Lifescience Pvt. Ltd. and Kremoint Pharma Pvt Ltd where in your company holds 51 % and 70% of the stake respectively. Statement containing brief details of the subsidiary companies for the year ended 31st March 2013 is included in the notes on the Consolidated Financial Statement. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statement of the Company and its subsidiaries as per Accounting Standard (AS)- 21 and form part of the Annual Report and Accounts.

The Annual Accounts of the Subsidiaries and related information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the Subsidiary Companies are also kept for inspection by any investors at the Registered office of the Company.

AUDITORS

M/s B. K. Khare & Co., Chartered Accountants, Mumbai retire as Auditors of the company at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to get re-appointed and have given declaration to the effect that if re-appointed their appointment will be within the limits fixed under section 224(1 )(B) of the Companies Act, 1956. The Audit committee recommends the re-appointment of M/s B. K. Khare & Co. as Auditor of the company for the financial year 2013-2014.

AUDITOR''S REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report as per clause 49 of the Listing Agreement.

INSURANCE OF ASSETS

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

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

DIRECTOR

Mr. Mayank S. Mehta retires by rotation & being eligible, offered himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(I) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

ACKNOWLEDGMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors.

Sd/- Sd/-

Govind G. Desai Shibroor N. Kamath

Chairman Managing Director

Place: Mumbai

Dated : 28th May 2013

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Mar 31, 2012

The Directors are pleased to present the 27th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2012.

SUMMARISED FINANCIAL RESULTS:

(Rs.in Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Total Income 28287.55 22071.07

Total Expenditure 19549.27 16011.25

Profit: Before Interest and 8738.27 6059.82 depreciation

Less: Depreciation 364.61 546.95

Interest 402.41 214.73

Tax 2688.35 1235.11

Net Profit/(Loss) After Tax 5282.90 4063.03

THE YEAR UNDER REVIEW :

Your Company has successfully completed 27 years of operation. Your Company's key businesses have reported an encouraging performance for the year ended 31st March 2012.

OPERATIONS:

Net Sales of the company were ?26667.49 lacs as compared to ?21883.81 lacs in the previous year. Profit before tax was ?7971.25 as compared to ?5298.14 lacs in the previous year. Profit after tax was Rs.5282.90 as compared to ?4063.03 lacs in the previous year . The Company booked a profit of ?1346.84 due to foreign Exchange Fluctuation and better foreign exchange management.

DIVIDEND:

Your Directors are please to recommend payment of

Dividend at the rate of ?0.40 per Equity Share (i.e. 40.00%) Equity share of ?1/- each for the year ended 31st March 2012.

Also, during the year, the Company has had declared Interim Dividend at the rate of ?0.35 per Equity Share, (i.e. 35.00%) Equity share of ?1/- each for the year ended 31st March 2012.

FUTURE OUTLOOK:

As part of future expansion and Business Convenience, the Company incorporated a 100% Subsidiary at Singapore to overseas the Business of export. The company strategically holds 51% stake in Bliss Indasi Life science Pvt. Ltd.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows::

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES:

Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION:

The Company is equipped with technologies from world's leaders

THE YEAR UNDER REVIEW :

Your Company has one wholly owned subsidiary namely Bliss GVS International Pte Ltd. and another subsidiary Company namely Bliss Indasi Lifescience Pvt. Ltd. where in your company holds 51% of the stake. Statement containing brief details of the subsidiary companies for the year ended 31st March 2012 is included in the notes on the Consolidated Financial Statement. As required under the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statement of the Company and its subsidiaries as per Accounting Standard (AS)-21 and form part of the Annual Report and Accounts.

The Annual Accounts of the Subsidiaries and related information will be made available to the Shareholder's of the Company seeking such information. The Annual Accounts of the Subsidiary Companies are also kept for inspection by any investors at the Registered office of the Company.

AUDITORS

M/s B. K. Khare & Co., Chartered Accountants Mumbai retire as Auditors of the company at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to get re-appointed and have given declaration to the effect that if re-appointed their appointment will be within the limits fixed under section 224(1 )(B) of the Companies Act, 1956. The Audit committee recommends the re-appointment of M/s B. K. Khare & Co. as Auditor of the Company for the financial year 2012-2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the Listing Agreement with the Stock Exchange, a report thereon is separately attached to this report as per clause 49 of the Listing Agreement.

INSURANCE OF ASSETS

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

BANK AND FINANCIAL INSTITUTIONS

Director are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company's manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

DIRECTOR

Mr. Gautam R. Ashra retires by rotation & being eligible, offered himself for re-appointment.

On 29th July 2011, Mr. S.R. Vaidya was appointed as Independent Director of the Company and can hold office upto the date of the ensuing Annual General Meeting. The Company has received under section 257 of the Companies Act, 1956 along with requisite deposit, in respect of Mr. S.R. Vaidya , proposing his appointment as a Director of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(I) That in the preparation of the accounts for the Financial Year ended 31st March, 2012, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit and Loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis.

ACKNOWLEDGMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors.

GOVIND G. DESAI S. N. KAMATH

Chairman Managing Director

Place: Mumbai

Dated 30th May 2012

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Mar 31, 2011

The Directors are pleased to present the 26th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2011.

SUMMARISED FINANCIAL RESULTS:

(Rs. in Lacs)

Year Ended Year Ended

31.03.2011 31.03.2010

Total Income 22071.07 17,112.39

Total Expenditure 16011.25 11,792.35

Profit Before Interest and depreciation 6059.82 5,320.04

Less : Depreciation 546.95 540.11

Interest 214.73 204.41

Tax 1235.11 403.37

Net Profit/(Loss) After Tax 4063.03 4172.15

Paid-up Equity Shares Capital 1,031.47 1,031.47

Balance brought forward from previous year 13103.55 10,162.18

THE YEAR UNDER REVIEW :

Your Company has successfully completed 26 years of operation. Your Companys key businesses have reported an encouraging performance for the year ended 31st March 2011. The Company opened its New Registered Office at 102, Hyde Park, Saki Vihar Road, Andheri - East, Mumbai - 400 072 during the year under review. The Company has also set up Lozenges (Herbal) Plant at Nairobi, Kenya

OPERATIONS:

Net Sales of the company were Rs. 21883.81 lacs as compared to Rs.16,887.53 lacs in the previous year. Profit before tax was Rs. 5298.14 as compared to Rs. 4575.52 lacs in the previous year. Profit after tax was Rs. 4063.03 as compared to Rs. 4172.15.16 lacs in the previous year

DIVIDEND:

Your Directors are pleased to recommend payment of Dividend at the rate of Rs. 0.30 per Equity Share (i.e. 30.00%) Equity share of Re. 1/- each for the year ended 31st March 2011 The Company declared Interim Dividend at the rate of Rs. 0.30 per Equity Share during the year under review.

FUTURE OUTLOOK

As part of future expansion and Business Convenience, the Company has incorporated a 100% subsidiary Bliss GVS International PTE Ltd, at Singapore to oversee the Business of exports.

The Company has also entered into a JV at Kuwait to establish a Suppository Manufacturing facility for manufacturing, selling and distribution of Suppositories and other Pharma products. This JV provides the Company local presence in the Middle East.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES:

Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION:

The Company is equipped with technologies from worlds leading technology providers.

AUDITORS

M/s B. K. Khare & Co., Chartered Account, Mumbai retire as Auditors of the company at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to get re-appointed and have given declaration to the effect that if re-appointed their appointment will be within the limits fixed under section 224 (1) (B) of the companies Act, 1956. The Audit Committee recommends the re-appointment of M/s B. K. Khare & Co. as Auditor of the company for the financial year 2011-2012.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the companies Act,1956.

CORPORATE GOVERNANCE

In pursuance of the system of Corporate Governance instituted by SEBI, forming part of the listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

INSURANCE OF ASSETS

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

BANK AND FINANCIAL INSTITUTIONS

Your Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Companys manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels

FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217 (2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

DIRECTOR

Mr. G.G. Desai retires by rotation & being eligible offers himself for re-appointment. During the year ended 31st March, 2011 following changes have taken place in the directorship of the company: f

(1) Mr. Mahendra Thakkar has resigned from the board of the company on 2nd February, 2011 due to pre-occupation;

(2) Mr. Satej Katekar has resigned from directorship of the company on 21st March, 2011 due to pre-occupation;

(3) Mr. Yogendra Thakkar was appointed on 2nd February, 2011 and has resigned from Directorship on 21st April, 2011;

(4) Mr. Mayank Mehta was appointed as Independent Director of the Company from 30th May, 2011;

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

ACKNOWLEDGMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and Customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors.

Place: Mumbai

Dated: 30th May, 2011

GOVIND G. DESAI

Chairman S. N. KAMATH

Managing Director

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Mar 31, 2010

The Directors are pleased to present the 25th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st, March, 2010.

SUMMARISED FINANCIAL RESULTS:

(Rs. in Lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Total Income 17,113.16 13,987.76

Total Expenditure 11,793.12 9,377.08

Profit Before Interest and depreciation 5,320.04 4,610.68

Less : Depreciation 540.11 359.14

Interest 204.41 226.19

Tax 403.36 280.23

Net Profit/(Loss) After Tax 4172.16 3,745.12

Paid-up Equity Shares Capital 1,031.47 1,031.47

Balance brought forward from previous year 10,162.19 6,943.39

THE YEAR UNDER REVIEW:

Your Company is celebrating its silver jubilee and successfully completed 25-years of Operation. Your Companys key businesses have reported an encouraging performance for the year ended 31st March 2010. National Stock Exchange of India (NSE) is short listed the company for listing of its shares at their platform.

OPERATIONS:

Net Sales of the company were Rs. 16,887.53 lacs as compared to Rs, 13,295.57 lacs in the previous year. Profit before tax was Rs 4575.52 lacs as compared to Rs. 4,025.35 lacs in the previous year. Profit aftertax was Rs. 4,172.16 lacs as compared to Rs. 3,745.12 lacs in the previous year

DIVIDEND:

Your Directors are please to recommend payment of Dividend at the rate of Rs. 0.50 per Equity Share (i.e.50.00%) Equity share of Re. 1/- each for the year ended 31st March 2010. The dividend will be absorb Rs. 603.35 lacs inclusive of dividend distribution tax of Rs. 87.62 lacs.

FUTURE OUTLOOK

The company acquired 6000 sq. ft are at Andheri, Mumbai to set up its corporate office and wants to start the additional 2nd Plant by way of expansion at Palghar, Thane

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES:

Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION:

The Company is equipped with technologies from worlds leaders

AUDITORS

M/s B. K. Khare & Co., Chartered Account, Mumbai retire as Auditor of the company at the conclusion of the ensuing Annual General Meeting. They have significant their willingness to get re-appointed and have declaration that if re-appointed their appointment will be within the limits fixed under section 224(1 )(B) of the companies Act, 1956. The Audit committee recommends the re-appointment of M/s B. K. Khare & Co. as Auditor of the company for the financial year 2010-2011.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

CORPORATE GOVERNANCE

In pursuance of the system of Corporate Governance instituted by SEBI, formind part of the listing Agreement with the Stock Exchange, a report thereon is separately attached to this report.

INSURANCE OF ASSETS

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

BANK AND FINANCIAL INSTITUTIONS

The Federal Bank Ltd., has during the year under review, sanctioned to the company additional need based Fund and Non - Fund based working capital facilities.Your Director are thankful for their support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Companys manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels

FIXED DEPOSITS

The Company neither has accepted nor renewed any fixed deposit during the year under review.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

DIRECTOR

Mr. Gautam R. Ashra retired by rotation & being eligible offer himself for re-appointment, Mr. S. N. Kamath re-appointed as Managing Director, Miss. Shruti N. Kamath re-appointed as Wholetime Director & Dr. Vibha N. Kamath appointed as Wholetime Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(I) That in the preparation of the accounts for the financial year ended 31 st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 st March 2010 on a going concern basis.

ACKNOWLEDGMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors.

GOVIND G. DESAI S. N. KAMATH

Chairman Managing Director

Place; Mumbai Dated: 29th May, 2010