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Directors Report of Bliss GVS Pharma Ltd.

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


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


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


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


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