bliss gvs pharma ltd. · 2020. 2. 11. · forblissgvspharma limited kindlytakethesameonrecord....

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Plot No.1 0 & 11Survey No. 38/1, DewanUdyog Nagar,Aliyali Village,Tal. & Dist. Palghar - 401 404. Tel.(+91) (02525) 252713 • Fax: (+91) (02525) 255257.• Email: [email protected] Factory: Regd. Office: 102, Hyde Park, Saki Vihar Road,Andheri (East), Mumbai - 400 072, INDIA. TEL. : (+91) (22) 42160000/28505387 FAX.: (+91) (22) 28563930, Email: [email protected]· Website: www.blissgvs.com· CIN - L24230MH1984PLC034771 Encl: ala {~ Vipul B. ThaI'. \ . Chief Financiaf \ fficer \ ' Thanking You, For Bliss GVS Pharma Limited Kindly take the same on record. The meeting of the Board of Directors commenced at 5:00p.m. and concluded at 09:35p.m. 3. Appointment of AVS & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2019-2020in place of Mis. Ramesh Chandra Mishra & Associates, Practicing Company Secretaries. Brief profile of Secretarial Auditor is enclosed herewith as' Annexure - III' 2. Pursuant to the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders of the Company at ensuing Annual General Meeting, the Board has appointed Ms. Shilpa Bhatia (DIN: 08695595) as an Independent Woman Director ('Additional Director') of the Company for a term of 5 years with effect from February 11, 2020,not liable to retire by rotation. Brief profile of Independent Director is enclosed herewith as 'Annexure-II' 1. The Unaudited Standalone and Consolidated Financial Results for the quarter and Nine months ended December 31, 2019.A copy of Unaudited Financial Results along with the Limited Review Report of the Auditor of the Company are enclosed herewith as 'Annexure-I'; Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,we would like to inform you that Board Meeting of the Company was held today i.e. on Tuesday, February 11,2020 at the registered office of the Company. The Board has considered and approved the following: Subject: Board Meeting Outcome Dear SirI Madam, To The General Manager, Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Scrip Code: 506197 To The Manager, Listing Department National Stock Exchange of India Plot no. c/i G Block, Bandra-Kurla Complex, Bandra (East), Mumbai- 400 051 Symbol: BLISSGVS February 11, 2020 eR.s.s BLISS GVS PHARMA LTD.

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Page 1: BLISS GVS PHARMA LTD. · 2020. 2. 11. · ForBlissGVSPharma Limited Kindlytakethesameonrecord. Themeeting oftheBoardofDirectorscommenced at5:00p.m.andconcluded at09:35p.m. 3. Appointment

Plot No.1 0 & 11Survey No. 38/1, DewanUdyog Nagar,Aliyali Village, Tal.& Dist. Palghar - 401 404.Tel. (+91) (02525) 252713 • Fax: (+91) (02525) 255257.• Email: [email protected]

Factory:

Regd. Office: 102,Hyde Park, Saki Vihar Road,Andheri (East), Mumbai - 400 072, INDIA.TEL. : (+91) (22) 42160000/28505387 • FAX.: (+91) (22) 28563930,Email: [email protected]· Website: www.blissgvs.com· CIN - L24230MH1984PLC034771

Encl:ala

{~Vipul B. ThaI'. \ .Chief Financiaf \ fficer

\ '

Thanking You,For Bliss GVS Pharma Limited

Kindly take the same on record.

The meeting of the Board of Directors commenced at 5:00p.m. and concluded at 09:35p.m.

3. Appointment of AVS & Associates, Practicing Company Secretaries as SecretarialAuditor of the Company for the financial year 2019-2020in place of Mis. RameshChandra Mishra & Associates, Practicing Company Secretaries. Brief profile ofSecretarial Auditor is enclosed herewith as' Annexure - III'

2. Pursuant to the recommendation of the Nomination & Remuneration Committee andsubject to the approval of shareholders of the Company at ensuing Annual GeneralMeeting, the Board has appointed Ms. Shilpa Bhatia (DIN: 08695595) as anIndependent Woman Director ('Additional Director') of the Company for a term of5 years with effect from February 11, 2020,not liable to retire by rotation. Brief profileof Independent Director is enclosed herewith as 'Annexure-II'

1. The Unaudited Standalone and Consolidated Financial Results for the quarter andNine months ended December 31, 2019.A copy of Unaudited Financial Results alongwith the Limited Review Report of the Auditor of the Company are enclosed herewithas 'Annexure-I';

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015,we would like to inform you that Board Meetingof the Company was held today i.e. on Tuesday, February 11,2020 at the registered office ofthe Company. The Board has considered and approved the following:

Subject: Board Meeting Outcome

Dear SirIMadam,

ToThe General Manager, Listing DepartmentBSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai- 400 001Scrip Code: 506197

ToThe Manager, Listing DepartmentNational Stock Exchange of IndiaPlot no. c/i G Block,Bandra-Kurla Complex, Bandra (East),Mumbai- 400 051Symbol: BLISSGVS

February 11, 2020

eR.s.sBLISS GVS PHARMA LTD.

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Page 4: BLISS GVS PHARMA LTD. · 2020. 2. 11. · ForBlissGVSPharma Limited Kindlytakethesameonrecord. Themeeting oftheBoardofDirectorscommenced at5:00p.m.andconcluded at09:35p.m. 3. Appointment

LLP IN : AAH - 3437

REGISTERED OFFICE: ESPLANADE HOUSE, 29, HAZARIMAL SOMANI MARG, FORT, MUMBAI 400 001TEL.: (91) (22) 61586200, 6158 7200 FAX: (91) (22) 61586275

4. Based on our review conducted as above, nothing has come to our attention that causes us tobelieve that the Statement prepared in accordance with applicable accounting standards andother recognised accounting practices and policies has not disclosed the informationrequired to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations, 2015, read with SEBI Circular No.CIR/CFD/FAC/62/2016 dated July 5, 2016, including the manner in which it is to bedisclosed, or that it contains any material misstatement.

3. We conducted our review in accordance with the Standard on Review Engagement (SRE)2410, "Review of Interim Financial Information Performed by the Independent Auditor ofthe Entity" issued by the Institute of Chartered Accountants of Ind ia. This Standard requ iresthat we plan and perform the review to obtain moderate assurance as to whether thefinancial statements are free of material misstatement. A review is limited primarily toinquiries of company personnel and analytical procedures applied to financial data and thusprovide less assurance than an audit. We have not performed an audit and accordingly, wedo not express an audit opinion.

2. This Statement which is the responsibility of the Company's Management has been preparedin accordance with applicable Indian Accounting Standards 34 'Interim FinancialReporting' ("Ind AS 34") prescribed under section 133 of the Companies Act, 2013 ("theAct"), read with relevant Rules issued thereunder; has been approved by the Board ofDirectors at its meeting held on February 11, 2020. Our responsibility is to issue a report onthe Statement based on our review.

I. We have reviewed the accompanying statement of unaudited standalone financial results ofBliss GVS Pharma Limited ("the Company") for the quarter and nine months endedDecember 31, 2019 ("the Statement"), prepared by the Company pursuant to therequirements of Regulation 33 of the Securities and Exchange Board of India ("the SEBI")(Listing Obligations and Disclosure Requirements) Regulations, 20 IS, as amended readwith SEBl Circular No. CIRlCFD/FAC/62/2016 dated July 5, 2016.

LIMITED REVIEW REPORT

Dear Sirs,

The Board of Directors,Bliss GVS Pharma Limited,102, Hyde Park,Saki Vihar Road,Andheri (East),Mumbai 400 072.

CHARTERED ACCOUNTANTS

KALYANIWALLA& MISTRYLLP

Page 5: BLISS GVS PHARMA LTD. · 2020. 2. 11. · ForBlissGVSPharma Limited Kindlytakethesameonrecord. Themeeting oftheBoardofDirectorscommenced at5:00p.m.andconcluded at09:35p.m. 3. Appointment

For KAL YANIW ALLA & MISTRY LLPCHARTERED ACCOUNT ANTSFirm Registration No. 104607W/WI00166

jJ£ch~

Sai Venkata Ramana DamarlaPARTNERMembership No. 107017UDIN: 20101-6'11 J::>..P.A'I\Ak 198-'Mumbai,February II, 2020.

Our opinion is not modified in respect of this matter.

5. We draw attention to our reliance on management representation, in respect of therealizability of the Company's investment in and loan given, Interest accrued andreceivables to two of its subsidiaries and one step down subsidiary aggregating Rs.6,720.64 Lakh.

KALYANIWALLA& MISTRY LLP

Page 6: BLISS GVS PHARMA LTD. · 2020. 2. 11. · ForBlissGVSPharma Limited Kindlytakethesameonrecord. Themeeting oftheBoardofDirectorscommenced at5:00p.m.andconcluded at09:35p.m. 3. Appointment

LLP IN : AAH . 3437

REGISTERED OFFICE: ESPLANADE HOUSE. 29. HAZARIMAL SOMANI MARG. FORT, MUMBAI 400 001TEL.: (91) (22) 61586200,61587200 FAX: (91) (22) 61586275

4. In our opinion and to the best of our information and according to the explanations given tous the Statement include financial results ofthe following subsidiaries in the consolidation:

A. Incorporated in India:1. Kremoint Pharma Limited1.1. Eipii Exports Private Limited1.2. Eco Rich Cosmetics Private Limited

3. We conducted our review of the Statement in accordance with the Standard on ReviewEngagements (SRE) 2410 "Review of Interim Financial Information Performed by theIndependent Auditor of the Entity", issued by the Institute of Chartered Accountants ofIndia.A review of interim financial information consists of making inquiries, primarily of personsresponsible for financial and accounting matters, and applying analytical and other reviewprocedures. A review is substantially less in scope than an audit conducted in accordance withStandards on Auditing and consequently does not enable us to obtain assurance that we wouldbecome aware of all significant matters that might be identified in an audit. Accordingly, wedo not express an audit opinion.

We also performed procedures in accordance with the ci rcu lar issued by the SEB I underRegulation 33 (8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended, to the extent applicable.

l. We have reviewed the accompanying statement of unaudited consol idated financial results ofBliss GVS Pharma Limited ("the Parent") and its subsidiaries (the parent and itssubsidiaries together referred to as "the Group") for the quarter and nine months endedDecember 31, 2019, being submitted by the Parent pursuant to the requirements ofRegulation 33 of the Securities and Exchange Board of India ("the SEBI") (ListingObligations and Disclosure Requirements) Regulations, 2015, as amended read with SEBICircular NO.CIRlCFDIFAC/62/2016 dated July 5, 2016.

2. This Statement, which is the responsibility of the Parent's Management and approved by theParent's Board of Directors, has been prepared in accordance with the recognition andmeasurement principles laid down in Indian Accounting Standard 34 "Interim FinancialReporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, andother accounting principles generally accepted in India. Our responsibility is to express aconclusion on the Statement based on our review.

LIMITED REVIEW REPORTDear Sirs,

The Board of Directors,Bliss GYS Pharm a Limited,102, Hyde Park,Saki Vihar Road,Andheri (East),Mumbai -400 072.

CHARTERED ACCOUNTANTS

KAlYANIWAllA& MISTRYllP

Page 7: BLISS GVS PHARMA LTD. · 2020. 2. 11. · ForBlissGVSPharma Limited Kindlytakethesameonrecord. Themeeting oftheBoardofDirectorscommenced at5:00p.m.andconcluded at09:35p.m. 3. Appointment

Sai Venkata Ramana DamarlaPARTNERMembership No. 107017VDIN:.2o jo~()'1 tAMAA L25'2.YMumbai,February II, 2020.

For KALYANIWALLA AND MISTRY LLPCHARTERED ACCOUNTANTSFirm Registration No. 104607W/WI00166

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6. Based on our review conducted as above, nothing has come to our notice that causes us tobelieve that the accompanying statement of Consolidated Unaudited Financial Resultsprepared in accordance with accounting standards and other recognised accounting practicesand policies has not disclosed the information required to be disclosed in terms of Regulation33 of the SEBl (Listing Obligation and Disclosure Requirements) Regulations, 2015, readwith SEBI Circular No. CIR/CFD/F AC/62/20 16 dated July 5, 2016, including the manner inwhich it is to be disclosed, or that it contains any material misstatement.

(In Lakh)Particulars Quarter Ended Nine Months Ended

December 31, 2019 December 31, 2019Total Revenue 2,303.29 22,552.31Profit After Tax 189.62 1,376.77

B. Incorporated outside India:2. Bliss GVS International Pte. Ltd.2.1. Greenlife Bliss Healthcare Limited

3. Bliss GVS Clinic Healthcare Pte. Ltd.4. Asterisk Lifesciences Limited (UK)

4.1. Asterisk Lifesciences (GH) Limited

5. We did not review the financial statements of 8 subsidiaries included in the statement, whosefinancial results reflect the Group's share for the quarter and nine months ended December3 I, 2019 for the under mentioned items. These financial statements and other financialinformation have been reviewed by other auditors whose reports have been furnished to us bythe management, and our opinion on the consolidated unaudited financial results, in so far asit relates to the amounts and disclosures included in respect of these subsidiaries and to theextent, they have been derived from such financial statements is based on the report of suchother auditors.

KALYAN IWALLA& MISTRY LLP

Page 8: BLISS GVS PHARMA LTD. · 2020. 2. 11. · ForBlissGVSPharma Limited Kindlytakethesameonrecord. Themeeting oftheBoardofDirectorscommenced at5:00p.m.andconcluded at09:35p.m. 3. Appointment

Ms. Bhatia is not holding any shares of the Company as on date. She is not related/havingrelationwith any Promoter, Director or KMPof the Company.

Ms. Shilpa Bhatia (DIN:08695595), holds Master of Laws degree from University of Mumbai.She is an Advocate of High Court of Bombay and have a vast clientele. Ms. Bhatia has beenpracticing for over 20 years and has vast experience in matters relating to Human Resources,Labour and industrial litigation, sexual harassment investigations and advisory. She is aMagazine editor of Government Law College, Mumbai. She has been member of SexualHarassment Committee of Labour & Industrial Tribunal, Mumbai, Maharashtra, for theperiod 2012to 2014.She also conducts workshops and Trainings on POSHAct.

Brief Profile of Ms. Shilpa Bhatia Appointed as an Independent Woman Director('Additional Director') of the Company

,ANNEXURE - II'

Page 9: BLISS GVS PHARMA LTD. · 2020. 2. 11. · ForBlissGVSPharma Limited Kindlytakethesameonrecord. Themeeting oftheBoardofDirectorscommenced at5:00p.m.andconcluded at09:35p.m. 3. Appointment

F.Y. 2019-2020Term of Appointment:

Appointment in place of previous SecretarialAuditor

Reason for change:

• Company Law Matters such as Company and LLPFormation, Conversion of Company into LLP &ViceVersa, Merger & Amalgamation of Companies,Secretarial Audits for Public / Listed Companies,Compounding of Offences &Condonation of Delayswith ROC/RD/NCLT etc.

• Securities Laws Matters such as PeriodicalCompliances of Listed Companies (Equity / Debt),Corporate Governance Report, Revocation ofSuspension of Trading of Shares, Delisting of EquityShares, Reclassification of Shareholders of ListedCompany

• Foreign Exchange Management Act (FEMA) Matterssuch as Consultancy relating to FDI / ODI, FCGPR,Annual Return of Foreign Assets & Liabilities,Liasioning with RBI / AD Banks etc.

• Other Matters: Drafting and Vetting of VariousDeeds / Agreements / Documents as per CompanyLaw Compliances and any other laws applicable,MSME Registration

AVS &Associates, Practicing Company SecretariesArea of Services:Narne of the Firm:

Brief profile of Secretarial Auditor

IANNEXURE - III'