23 Apr 2017 | Livemint.com

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Last Updated: Mar 31, 03:49 PM
Bliss GVS Pharma Ltd.

BSE

  • 176.80 0.05 (0.03%)
  • Vol: 119619
  • BSE Code: 506197
  • PREV. CLOSE
    176.75
  • OPEN PRICE
    177.50
  • BID PRICE (QTY.)
    176.40(1500)
  • OFFER PRICE (QTY.)
    0.00(0)

NSE

  • 176.65 0.00 (0%)
  • Vol: 194649
  • NSE Code: BLISSGVS
  • PREV. CLOSE
    176.65
  • OPEN PRICE
    178.00
  • BID PRICE (QTY.)
    176.65(1991)
  • OFFER PRICE (QTY.)
    0.00(0)

Bliss GVS Pharma Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY OF CORPORATE GOVERNANCE

Bliss GVS management constantly strives towards improving, systems and process that promote the values of transparency, professionalism, accountability and compliance.

The Company remains firmly committed to this central theme and endeavours to improve these values on an ongoing basis.

Recent amendments of Companies Act, 2013 are effective from October 1, 2014. The amended rules require Companies to get shareholders' approval for related party transactions, establish whistleblower mechanisms, elaborate disclosures on pay packages and have at least one Woman Director on their Boards. The amended norms are aligned with the provisions of the Companies Act,2013 and is aimed to encourage Companies to 'adopt best practices on corporate governance'.

BOARD OF DIRECTORS:

At present the Board of the Company is adequately and well represented by Women Directors and Independent Directors of high repute. The Chairman of the Board and Audit Committee is headed by an Independent Director. In line with the SEBI notification CIR/ CFD/POLICY CELL/2/2014 read with section 149 (1) and Schedule IV of the Companies Act, 2013 necessary steps are taken by the Company to meet with the Statutory requirements.

NOTES:

1. The Board evaluated each of Independent Directors participation in the Board and their vast experience, expertise and contribution to the Board and Company. Each and every related party transactions are very well scrutinized and checks were made so that the Company is a beneficiary.

2. During the period the Company received notices/declarations from the Independent Directors as per Schedule IV and section 149 (6) of the Companies Act, 2013.

3. The Company recommended for the consideration of the members about the appointment of all the independent directors for a period of 5 years effective from 28th August, 2014. Details of Directors are separately mentioned in the Explanatory Statement to the Notice.

4. Ms. Shruti N. Kamath and Dr. Vibha N. Kamath are women directors in the Board.

5. The Board has also set up a committee to meet with the women's grievances in line with "Vishakha Guidelines" namely Health and Safety Committee.

6. The Chairman also set up a Whistleblower mechanism in line with the policy of the Company and as per SEBI notification CIR/CFD/POLICY CELL/2/2014 read with section 177 of Companies Act, 2013.

AUDIT COMMITTEE

Brief description and terms of reference

To oversee the Company's Financial Report process, internal control systems, reviewing the accounting policies and practices, and financial statements audited by the statutory auditors. The Audit Committee is constituted pursuant to Clause 49 of the Listing Agreement.

Powers of the Audit Committee

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of the Audit Committee

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the Annual Financial Statements and Auditor's Report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the Quarterly Financial Statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

Brief description and terms of reference

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non-Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives.

ROLE OF THE COMMITTEE:

The role of Nomination and Remuneration Committee is as follows:

• determining recommending the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• determining/recommending the criteria for qualifications, positive attributes and independence of Directors;

• identifying candidates who are qualified to become Directors and who may be appointed in Senior Management and recommending to the Board their appointment and removal;

• reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc.;

• reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;

• determining policy on service contracts, notice period, severance fees for Directors and Senior Management;

• evaluating performance of each Director and performance of the Board as a whole;

RISK MANAGEMENT COMMITTEE

Brief description and terms of reference

The Company has a well-defined risk management framework in place. Further, your Company has established procedures to periodically place before the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks. The risk management measures and controls are presented to the Members of the Audit Committee and the Board of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Brief description and terms of reference

As per the Companies Act, 2013, all Companies that have a net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year will be required to constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more Directors, at least one of whom will be an Independent Director.

The purpose of the committee is to formulate and monitor the CSR policy of the Company. The CSR committee has adopted a policy that intends to:

• Strive for economic development that positively impacts the society at large with a minimal resource footprint.

• Be responsible for the corporation's actions and encourage positive impact through its activities on the environment, communities and stakeholders. The committee will be overseeing the activities / functioning of the Company in identifying the areas of CSR activities, programs and execution of initiatives as per predefined guidelines.

During the financial year ended 31st March, 2015, the Committee met once on 12th February, 2015.

SHARES TRANSFER COMMITTEE

Brief description and Terms of Reference

The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto.

HEALTH AND SAFETY COMMITTEE:

Brief description and Terms of Reference

The Committee fulfils its responsibilities by reviewing, monitoring the management of health, safety and social impacts of the Company's various projects and operations. It also ensure Safety of women at various workplace/factories.

STAKEHOLDER RELATIONSHIP COMMITTEE

Brief description and Terms of Reference

To specifically look into redressal of complaints like transfer of shares, non- receipt of dividend, non-receipt of annual report etc. received from shareholders/ investors and improve efficiency. The Committee performs such other functions as may be necessary or appropriate for the performance of its duties.

SUBSIDIARY COMPANIES

The Company presently has 4 Indian subsidiaries and 3 foreign subsidiaries.

Clause 49 of the Listing Agreement defines a "material non-listed Indian subsidiary" as an unlisted subsidiary, incorporated in India, whose turnover or net worth (i.e. paid-up capital and free reserves) exceeds 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

Under this definition, the Company did not have any "material non-listed Indian subsidiary" during the year under review. The Subsidiaries of the Company function independently, with an adequately empowered Board of Directors and adequate resources. For more effective governance, the Minutes of Board Meetings of Subsidiaries of the Company are placed before the Board of Directors of the Company for their review at every quarterly Meeting.

MANAGEMENT REVIEW AND RESPONSIBILITY

FORMAL EVALUATION OF OFFICERS

The Remuneration Committee of the Board approves the compensation and benefits for all executive Board members. Another committee, headed by the MD, reviews, evaluates and decides the annual compensation of our officers from the level of executive upwards.

DISCLOSURES

1. RELATED PARTY DISCLOSURES:

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors, their relatives etc. that may have potential conflict with the interest of the Company at large. None of the transaction with any of the related parties was in conflict with the interested of the Company.

2. ACCOUNTING TREATMENT:

The account treatments are in accordance with the applicable accounting standard. The company has not altered or adapted any new standard.

3. COMPLIANCE BY THE COMPANY:

Details of non-compliance by the Company, penalties, and stricture imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets during the last three years:

The Company has complied with the requirement of regulatory authorities on matters related to capital market and no penalties/ stricture have been imposed against the Company during the last three years.

4. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) regulations, 1992 as amended, the Company has adopted a "Code of Conduct for Prevention of Insider Trading. Ms. Sushama Yadav is the Compliance Officer for this purpose

GENERAL SHAREHOLDERS INFORMATION

1. 30th Annual General Meeting

Date Time Venue : 16th September, 2015 10:30 a.m. Hotel Mirador,New Link Road Andheri - (East), Mumbai 400099

2. Date of Book Closure: 10th September, 2015 to 16th September, 2015 (both days inclusive)

3. Tentative Calendar for financial year 31st March , 2016

The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2016 are as follows:

Financial Reporting for the Quarter Ended 30th June 2015 : By mid of August, 2015

Financial Reporting for the Quarter and Half yearly Ended 30th September 2015 : By mid of November, 2015

Financial Reporting for the Quarter Ended 31st December 2015 : By mid of February, 2016

Financial Reporting for the Quarter By end of May, 2016 Ended 31st March 2016

4. Registered Office

102, Hyde Park, Sakivihar Road, Andheri - (East), Mumbai - 400 072

5. Listing of Shares on Stock Exchanges

The Company shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The requisite listing fees have been paid in full to all the Stock Exchanges.

6. A) Stock Codes

BSE : 506197 NSE : BLISSGVS

ISIN : INE416D01022

B) Corporate Identity Number: L24230MH1984PLC034771

Promoters:

1. Mr. Gautam R. Ashra

2. Mr. S. N. Kamath

As on date the promoters holding consists of 6,69,89,830 equity shares of each.

9. Registrar and Transfer Agent:

SHARE TRANSFER SYSTEM

M/s. Universal Capital Securities Private Limited continues to be the Registrar and Transfer Agent of the Company. All the work related to share Registry in terms of both Physical and Electronic segment has been allotted to M/s. Universal Capital Securities Private Limited., in view of the directive issued by SEBI in this regard i.e. for handling both Physical as well as Electronic transfer at a single point.

Shareholders are therefore requested to send shares for Physical transfer to M/s. Universal Capital Securities Private Limited instead of sending to the Company. As the Company's Shares are compulsorily to be traded in dematerialized form. Members holding shares in Physical Form are requested to send the share certificate to their Depository Participants to enable Registrar and Transfer Agent to take steps for dematerialization at the following address:

The address of Registrar and Transfer agents is:

UNIVERSAL CAPITAL SECURITIES PVT. LTD 21, Shakeel Niwas, Mahakali Caves Road, Andheri - (East), Mumbai - 400 093 Phone No.022- 2820 7203/05 Email: - info@unisec.in

10. Dematerialisation of Shares

As on 31st March, 2015: 9,74,45,306 shares, representing 94.47% of the total issued capital, were held in dematerialized form and 57,01,366 shares, representing 5.53% of the total issued capital are held in Physical form.

11. Outstanding ADRs / GDRs The company has not issued any ADRs / GDRs.

12. Factory/ Plant Location: Plot 10, 11 and12 Dewan Udyog Nagar, Aliyali Village, Palghar- 401404.

13. Address for Correspondence: 102, Hyde Park, Sakivihar Road, Andheri - (East), Mumbai - 400 072