Bliss GVS Pharma Limited — AGM Information 2021

Sep 15, 2021

BLISS GVS PHARMA LTD.

@eptember 15, 2021

To	To
The Manager, Listing Department	The General Manager, Listing Department
National Stock Exchange of India Ltd.	BSE Limited
Plot no. C/1 G Block,	Phiroze Jeejeebhoy Towers,
Bandra-Kurla Complex, Bandra (East),	Dalal Street,
Mumbai- 400 051	Mumbai- 400 001
Symbol: BLISSGVS	Scrip Code: 506197

Subject: Corrigendum to the Notice of 361h Annual General Meeting scheduled to be held on Tuesday, September 21, 2021 through Video Conferencing/Other Audio-Visual Means

Dear Sir/ Madam,

With reference to the captioned subject, we hereby inform you that, an inadvertent typo error was observed in the Notice of 36th Annual General Meeting scheduled to be held on Tuesday, September 21, 2021 through Video Conferencing /Other Audio-Visual Means after the same was sent to the Members/Shareholders through electronic mode on 28th August, 2021. The detail of the same is as follows:

On page No. 27 and 28 of the Annual Report of F.Y. 2020-21 of the Company, in the Explanatory Statement annexed with the Notice of Annual General Meeting for Item No. 6 and Item No. 7 for Re-appointment of Dr. Vibha Gagan Sharma and Mrs. Shruti Vishal Rao as a Whole-Time Directors of the Company vide this Corrigendum, we wish to inform our Shareholders that in Point No. 3.2(a) of Item No. 6 & Item No. 7 under the heading Leave Travel Allowance & Medical Reimbursement the amount shall be read as Rs. 7,26,000/- instead of (presently mentioned) Rs. 72,60,000/-. Other contents of the AGM Notice remain unchanged.

This Corrigendum shall form an integral part of AGM Notice and shall also be available at Investor section of the Company's website www.blissgvs.com and on the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and w,;,vw.nseindia.com, respectively. Further, the Company has taken necessary steps to publish the same in the newspapers to inform all the shareholders of the Company.

Thanking you. Yours Faithfully,

Company Secretary Encl: As above

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: info@blissgvs.com •Website: www.blissgvs.com • CIN - L24230MH1984PLC034771 Plot No. 10 & 11 Survey No. 38/1, Dewan Udyog Nagar, Aliyali Village, Tai. & Dist. Palghar - 401 404. Tel. (+91) (02525) 252713 • Fax: (+91) (02525) 255257. • Email : factory@blissgvs.com

Notice is hereby given that the 36th (Thirty Sixth) Annual General Meeting ('AGM') of the Members of Bliss GVS Pharma Limited will be held on Tuesday, September 21, 2021 at 11 a.m. through Video Conferencing ("VC")/Other Audio-Visual Means ("OVAM") to transact the following business. The venue of the meeting shall be deemed to be the registered office of the Company situated at 102, Hyde Park, Saki Vihar Road, Andheri (East), Mumbai-400 072, Maharashtra, India.

Ordinary Business:

1. Adoption of Financial Statements for the financial year ended March 31, 2021:

To receive, consider and adopt the Audited Standalone Financial Statements for the year ended March 31, 2021 together with the Reports of the Board of Directors and the Auditors thereon and the Audited Consolidated Financial Statements for the year ended March 31, 2021 and the Reports of Auditors thereon.

2. Declaration of Final Dividend on Equity Shares for the Financial Year ended March 31, 2021:

To consider and declare Final Dividend of 50% i.e. ₹ 0.50 per equity share on face value of ₹ 1/- each for the financial year ended March 31, 2021 as recommended by the Board.

3. Re-Appointment of Mrs. Shruti Vishal Rao (DIN:00731501) as a Director, liable to retire by rotation, who has offered herself for re-appointment:

To appoint a Director in place of Mrs. Shruti Vishal Rao (DIN:00731501), who retires by rotation, and being eligible offers herself for re-appointment.

Special Business:

4. Re-appointment of Mr. Santosh Laxman Parab (DIN:01622988) as an Independent Director of the Company

To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ('Act') and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force) and as approved by Board of Directors of the Company based on the recommendations of the Nomination and Remuneration Committee and Audit Committee, Mr. Santosh Parab (DIN:01622988), who was appointed as an Independent Director of the Company at the 31st Annual General Meeting of the Company and who held office of the Independent Director up to May 25, 2021 and who is eligible for being re-appointed as an Independent Director and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Independent Director and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules made thereunder and Regulation 16(1)(b) of Listing Regulations, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five consecutive years commencing from May 26, 2021 to May 25, 2026.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filling of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution."

5. Appointment of Mr. Gagan Harsh Sharma (DIN: 07939421) as a Director & Managing Director of the Company

To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification (s) or re-enactment thereof for the time being in force), Mr. Gagan Sharma (DIN:07939421) who was appointed as an Additional Director ('Executive Director') of the Company by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 and whose term expires at the ensuing Annual General Meeting of the Company, notice in writing received from a Member proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the applicable provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('the Rules') and applicable regulation(s) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulation') (including any statutory modification(s) or any amendment(s) thereto or any substitution(s) or any re-enactment(s) made

14 Bliss GVS Pharma Limited

thereof, for the time being in force), if any, and in terms of recommendation of the Nomination and Remuneration Committee, Audit Committee and approval by the Board of Directors and subject to such approvals, permissions and sanctions as may be required, notice in writing received from a member proposing his candidature for the office of the Director, Mr. Gagan Harsh Sharma (DIN:07939421) be and is hereby appointed as Managing Director of the Company for a period of three years with effect from May 11, 2021 to May 10, 2024, liable to retire by rotation on the terms and conditions including remuneration, perquisites & other benefits as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT the terms of remuneration as set out in the Explanatory Statement of this resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year(s), the aforementioned remuneration approved herein be continued to be paid as minimum remuneration to Mr. Gagan Sharma for his entire term subject to such other approvals as may be necessary.

RESOLVED FURTHER THAT notwithstanding anything contained herein, in any financial year, during the tenure of Mr. Gagan Sharma, the Board of Directors of the Company be and is hereby authorized (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary, revise, modify the aforementioned remuneration from time to time and it shall not exceed the maximum permissible limit as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution."

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

To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the applicable provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('the Rules') and applicable regulation(s) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulation') (including any statutory modification(s) or any amendment(s) thereto or any substitution(s) or any re-enactment(s) made thereof, for the time being in force), if any, and in terms of recommendation of the Nomination and Remuneration Committee, Audit Committee and approval by the Board of Directors and subject to such approvals, permissions and sanctions as may be required, notice in writing received from a member proposing her candidature for the office of the Director, Dr. Vibha Sharma (DIN: 02307289), Director of the Company be and is hereby reappointed as Whole-Time Director of the Company for a further period of three years with effect from January 27, 2022 to January 26, 2025, liable to retire by rotation on the terms and conditions including remuneration, perquisites & other benefits as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT the terms of remuneration as set out in the Explanatory Statement of this resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year(s), the aforementioned remuneration approved herein be continued to be paid as minimum remuneration to Dr. Vibha Sharma for her entire term subject to such other approvals as may be necessary.

RESOLVED FURTHER THAT notwithstanding anything contained herein, in any financial year, during the tenure of Dr. Vibha Sharma, the Board of Directors of the Company be and is hereby authorized (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary, revise, modify the aforementioned remuneration from time to time and it shall not exceed the maximum permissible limit as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution."

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

To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the applicable provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ('the Rules') and applicable regulation(s) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulation') (including any statutory modification(s) or any amendment(s) thereto or any substitution(s) or any re-enactment(s) made thereof, for the time being in force), if any, and in terms of recommendation of the Nomination and Remuneration Committee, Audit Committee and approval by the Board

of Directors and subject to such approvals, permissions and sanctions as may be required, notice in writing received from a member proposing her candidature for the office of the Director, Mrs. Shruti Rao (DIN: 00731501), Director of the Company be and is hereby re-appointed as Whole-Time Director of the Company for a further period of three years with effect from April 01, 2022 to March 31, 2025, liable to retire by rotation on the terms and conditions including remuneration, perquisites & other benefits as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT the terms of remuneration as set out in the Explanatory Statement of this resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year(s), the aforementioned remuneration approved herein be continued to be paid as minimum remuneration to Mrs. Shruti Rao for her entire term subject to such other approvals as may be necessary.

RESOLVED FURTHER THAT notwithstanding anything contained herein, in any financial year, during the tenure of Mrs. Shruti Rao, the Board of Directors of the Company be and is hereby authorized (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary, revise, modify the aforementioned remuneration from time to time and it shall not exceed the maximum permissible limit as set out in the Explanatory Statement annexed to the Notice.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution."

8. Re-appointment of Mr. Vishal Vijay Rao as a General Manager, a relative of Directors holding office or place of profit in the Company

To consider and if thought fit, to pass with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the applicable provisions of section 188 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") and applicable regulation(s) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulation') (including any statutory modification(s) or any amendment(s) thereto or any substitution(s) or any reenactment(s) made thereof, for the time being in force), if any, and in terms of recommendation of the Nomination and Remuneration Committee, Audit Committee and approval by the Board of Directors and subject to such approvals, permissions and sanctions as may be required, the consent of the Shareholders of the Company be and is hereby accorded for the re- appointment of Mr. Vishal Vijay Rao as a General Manager - Strategy and Business Development of the Company for a period of 3 (Three) years with effect from April 01, 2022 to March 31, 2025 by extending the employment contract to hold office or place of profits as an employee of the Company in the managerial capacity on terms and conditions including remuneration and perquisites as per the Company's policy as under:

• 1. Salary: Salary for first year, second year and third year shall be ₹ 23,10,000/– ₹ 25,41,000/- ₹ 27,95,100/ per annum respectively.
• 1. Housing: ₹ 11,55,000/ ₹ 12,70,500/ ₹ 13,97,550/ per annum respectively.
• 1. Other Allowance including annual bonus: ₹ 27,37,800/– ₹ 30,23,580/– ₹ 33,37,938/- per annum respectively.
• 1. Medical Reimbursement: Expenses incurred for the appointee and his family subject to a ceiling of ₹ 1,20,000/– ₹ 1,20,000/– ₹ 1,20,000/– per annum respectively and accordance with rules specified by the Company.

Explanation: For the purposes of a "family", family means the spouse, dependent children, and dependent parents of the appointee.

• 1. Provident Fund, Superannuation and Gratuity: Company's contribution to the Provident Fund, Family Pension Scheme and Superannuation Fund, if any as per the rules of the Company.
• 1. Encashment of leave: Encashment of leave, if any, will be paid as per the Company's policy.
• 1. Provision of Car for use in Company's business and telephone at residence will not be considered as Perquisites. Telephone at residence reimbursed for rental and business calls.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filing of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution."

9. Renewal of Leave and License Agreement of office Premises from Promoters of the Company

To consider and if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to section 188 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including statutory modification or reenactment(s) thereof for the time being in force), the Company be and hereby ratify the resolution passed by

16 Bliss GVS Pharma Limited

the Board of Directors at their meeting held on July 31, 2021 with regard to renewal of Leave & License of office premises situated at 602, Hyde Park, Saki Vihar Road, Andheri (East), Mumbai- 400 072 admeasuring 7000 sq. ft. for a period of 5 years at a monthly rental of ₹ 4,87,500/ with an escalation of 5% every two year, owned by Mr. S. N. Kamath, Promoter of the Company with a refundable security deposit ₹ 30 lacs.

AND RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to sign and execute all documents and filling of requisites forms that may be required on behalf of the Company, and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this resolution."

By order of the Board of Directors For BLISS GVS PHARMA LIMITED

Sd/- Gagan Harsh Sharma Managing Director DIN: 07939421

Place: Mumbai Date: July 31, 2021

Registered Office:

102, Hyde Park, Saki Vihar Road, Andheri - East, Mumbai - 400072 CIN: L24230MH1984PLC034771 Website: www.blissgvs.com E-mail: info@blissgvs.com Tel: +91 22 42160000 Fax: +91 22 28563930

Notes:

1. In view of the continuing COVID-19 pandemic situation and social distancing norm to be followed and the continuing restriction on movement of people at several places in the country and pursuant to General Circular No.14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021 respectively, issued by the Ministry of Corporate Affairs ("MCA Circulars"), Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 issued by the Securities and Exchange Board of India ("SEBI Circular") and in compliance with the provisions of the Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 36th Annual General Meeting ('36th AGM') of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of members at a common venue. The deemed venue for the 36th AGM shall be the Registered Office of the Company.

OVERVIEW STATUTORY SECTION FINANCIAL SECTION

• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Listing Regulations, as may be amended, and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the 36th AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited ('CDSL') for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting, participation in the AGM through VC/OAVM and the e-voting system on the date of the 36th AGM will be provided by CDSL.
• 1. For convenience of the members and proper conduct of the AGM, Members can login and join the AGM in the VC/OAVM mode at least 15 (fifteen) minutes before the time scheduled of the commencement of the Meeting by following the procedure mentioned below. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuant to MCA Circular No. Circular No. 02/2021 dated January 13, 2021 read with 20/2020 dated May 05, 2020 read with Circular No. 14/2020 dated April 08, 2020, As the AGM shall be conducted through VC/ OAVM, the facility for appointment of proxy by the members to attend and cast vote for the members is not available for this AGM and hence the proxy form and attendance slip including Route map are not annexed to the Notice. However, in pursuance of Section 113 of the Companies Act, 2013, the Body Corporate member/ institutional members are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate and cast their votes through e-voting. Accordingly, Institutional / Corporate Members are requested to send a scanned copy (PDF / JPEG format) of the Board Resolution authorizing its representatives to attend and vote at the AGM, pursuant to Section 113 of the Act, at info@blissgvs.com / cs@blissgvs.com.
• 1. Regulation 36 (1)(b) and (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribes that a listed entity shall send a hard copy of the statement containing salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 to the shareholders who have not registered their email addresses and hard copies of full annual reports to those shareholders, who request for the same, respectively.

However, in line with the MCA Circular No. 02/2021 dated January 13, 2021 read with General circulars No. 20/2020 dated May 05, 2020 issued by MCA and Circular No. SEBI/ HO/CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by SEBI, owing to the difficulties involved in dispatching of physical copies of the Annual Report for the Financial Year 2020-2021 and the Notice of AGM are being sent in electronic mode to Members whose names appear on the Register of Members/ List of Beneficial owners as received from M/s. Universal Capital Securities Pvt. Ltd ("RTA") and whose email address is available with the RTA, the Company or the Depository Participant(s) as on Friday, August 20, 2021. Members may note that, Notice and Annual Report 2020-2021 can also be accessed from the website of the Company at www. blissgvs.com and on websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia. com.

• 1. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the 36th Annual General Meeting ('36th AGM') and the relevant details of director seeking appointment and re-appointment as required under Regulation 26(4) and Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and as required under Secretarial Standards -2 on General Meetings issued by the Institute of Company Secretaries of India is annexed thereto.
• 1. In terms of the SEBI Listing Regulations, securities of listed companies can only be transferred in dematerialized form with effect from April 01, 2020. In view of the above, Members are advised to dematerialize shares held by them in physical form.
• 1. Members holding the shares in physical form are requested to notify immediately any update/change of address and/or details of PAN and Bank account to M/s. Universal Capital Securities Pvt. Ltd, the Registrar and Share Transfer Agent of the Company. In case shares held in dematerialised form, the information regarding change/update of address, details of bank and PAN should be given to their respective Depository Participant.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. The register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 15, 2021 to September 21, 2021 (both days inclusive) for the purpose of the 36th AGM of the Company.
• 1. Members who wish to claim dividends, which have remained unclaimed, are requested to contact the Secretarial Department, at the Registered Office of the Company or office of the Registrar and Share Transfer Agent ('RTA') of the Company i.e. M/s Universal Capital Securities Pvt. Ltd Members are requested to note that

dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account will be transferred to the Investor Education Protection Fund ('IEPF'), as per provisions of Section 124 of the Companies Act, 2013 (including any statutory modification(s) or reenactment(s) for the time being in force). Final Dividend for the Financial Year 2013-14 is due for transfer to IEPF in the month of October 04, 2021. Shareholders are requested to ensure that they claim the dividend before transfer of the said amount to IEPF Authority. The Company has uploaded the information of unclaimed/ unpaid dividend in respect of the financial years on the website of IEPF viz. "www.iepf.gov.in" and on the website of the Company viz. "www.blissgvs.com"

• 1. The details of unpaid or unclaimed dividends, along with the due dates for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government pursuant to Section 124 of the Companies Act, 2013 are provided in the Corporate Governance Report, which forms part of the Board of Directors Report. Further, those Shareholders who have a valid claim to any unclaimed dividends which are not yet transferred, may claim the same from the Company immediately. Pursuant to Section 124(2) of the Companies Act, 2013, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company in respect of dividends declared for the Financial Year 2019-20, on the website of the Company, www.blissgvs.com
• 1. Members who have not claimed their dividend(s) are requested to make their claim to the Company at the Registered Office or to the Registrar & Share Transfer Agent of the Company at the earliest but not later than the due dates for transfer to IEPF. Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of Unpaid and Unclaimed dividend amount(s) lying with the Company as on September 25, 2020 (date of last AGM) on the website of the Company, viz., www.blissgvs.com, as also on the website of the Ministry of Corporate Affairs (MCA).
• 1. Members may note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividend paid or distributed by a Company after April 01, 2020 shall be taxable in the hands of the Shareholders. The Company shall, therefore, be required to deduct Tax at Source (TDS) at the time of making payment of Final Dividend, if declared by the Shareholders. In order, to enable the Company to determine the appropriate TDS rate as applicable, Members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961.
  • a) For Resident Shareholders, TDS shall be deducted under Section 194 of the Income Tax Act, 1961 at rate in force (at present 10%) on the amount of Dividend declared and paid by the Company during Financial Year 2020-2021, provided Permanent Account Number (PAN) is registered by the Shareholder. If PAN is not registered, TDS would be deducted at rate in force (at present 20%) as per Section 206AA of the Income Tax Act, 1961.

However, no tax shall be deducted on the Dividend

payable to a resident individual if the total dividend to be received by such resident individual during the Financial Year 2020-2021 does not exceed `5,000/-. Please note that this includes future dividends, if any, which may be declared by the Company during the Financial Year 2020-2021. Separately, in cases where a Shareholder provides Form 15G (applicable to any resident person other than a company or a firm) / Form 15H (applicable to a resident individual above the age of 60 years), provided that the eligibility conditions are being met, no TDS shall be deducted.

• b) For Mutual Fund Shareholders, TDS is exempt under Section 10(23D), provided Mutual Funds provide SEBI Registration/ Central Board of Direct Taxes (CBDT) notification and a declaration that their income is exempt under Section 10(23D) of the Income Tax Act, 1961.
• c) For Foreign Institutional Investors (FII) / Foreign Portfolio Investors (FPI), tax will be deducted under Section 196D of the Income Tax Act, 1961, at applicable rate, including surcharge and cess.
• d) For Other Non-Resident Shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 of the Income Tax Act, 1961, at the rates in force. However, as per Section 90 of the Income Tax Act, 1961, the Non-Resident Shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the Shareholder if they are more beneficial to them. For this purpose, i.e., to avail the Tax Treaty benefits, the Non-Resident Shareholder will have to provide the following:
  • Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the Shareholder is resident;
  • Self-declaration in Form 10F;
  • Self-attested copy of the Permanent Account Number (PAN) Card allotted by the Indian Income Tax authorities;
  • Self-declaration, certifying the following points:
    • i. Member is and will continue to remain a tax resident of the country of its residence during the Financial Year 2020-2021;
    • ii. Member is eligible to claim the beneficial DTAA rate for the purposes of tax withholding on dividend declared by the Company;
    • iii. Member has no reason to believe that its claim for the benefits of the DTAA is impaired in any manner;
    • iv. Member is the ultimate beneficial owner of its shareholding in the Company and dividend receivable from the Company; and
    • v. Member does not have a taxable presence or a permanent establishment in India during the Financial Year 2020-2021.

Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/ withholding on dividend amounts. Application of beneficial DTAA rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by Non-Resident Shareholder.

Shareholders may make an online submission of Form 15G/15H and Form 10F, along with the requisite supporting documents as mentioned above, as applicable, to the Company or Registrar & Share Transfer Agent on email id at info@blissgvs. com / cs@blissgvs.com or info@unisec.in. The Shareholders may also download these forms from Company's website https://www.blissgvs.com/ investors/tds-on-dividend/ and send physical copies of the duly filled forms/documents to Company's Registered office at 102, Hyde Park, Saki Vihar Road, Andheri (East), Mumbai-400072, Maharashtra, India. or RTA's Registered Office at C-101, 247 Park, 1st Floor, LBS Road, Gandhi Nagar, Vikhroli (West), Mumbai – 400 083. The aforesaid declarations and documents need to be submitted by the Shareholders on or before September 14, 2021 by 11.59 p.m. (IST) to the Company or RTA. It may please be noted that Forms received after the said date and incomplete or incorrect forms shall not be considered and shall not be eligible for non-deduction or lower deduction of tax.

It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details / documents from a Shareholder, there would still be an option available with such Shareholder to file the return of income and claim an appropriate refund, if eligible.

The Company/RTA shall arrange to e-mail the soft copy of TDS certificate to a Shareholder on its registered email ID in due course, post payment of the said Dividend.

• 1. Shareholders can avail the facility of nomination in respect of shares held by them in physical form, pursuant to the provisions of Section 72 of the Companies Act, 2013 read with the Rules framed thereunder. Members desiring to avail of this facility may send their nomination in the prescribed Form No. SH-13 duly filled in to the Company or RTA i.e. M/s. Universal Capital Securities Pvt. Ltd. Members holding in electronic form may contact their respective Depository Participants for availing this facility.
• 1. The Securities and Exchange Board of India ("SEBI") has made it mandatory for all listed companies to use the Bank Account details furnished by the Depositories and the Bank Account details maintained by the RTA for payment of Dividend through Electronic Clearing Service (ECS) to investors wherever ECS and Bank details are available. In the absence of ECS facilities, the Company will print the Bank Account details, if available, on the payment instrument for distribution of Dividend. The Company will not entertain any direct request from Members holding shares in electronic mode for deletion of / change in such Bank Account details. Further, Instructions if any, already given by them in respect of shares held in physical form

will not be automatically applicable to shares held in the electronic mode. Members who wish to change such Bank Account details are therefore requested to advise their Depository Participant(s) about such change, with complete details of Bank Account.

• 1. Shareholders holding the shares in electronic mode may please note that their dividend would be paid through National Electronic Clearing System (NECS) or Electronic Clearing Services (ECS) at the available RBI locations or NEFT. The dividend would be credited to their bank account as per the mandate given by the Shareholders to their Depository Participant(s). In the absence of availability of NECS/ECS/NEFT facility, the dividend would be paid through warrants and the Bank details as furnished by the respective Depositories to the Company will be printed on their dividend warrants as per the applicable Regulations. For Shareholders who have not updated their bank account details, Dividend Warrants / Demand Drafts will be sent to their registered addresses.
• 1. Shareholders are requested to send their Bank Account particulars (viz. Account No., Name & Branch of the Bank and the MICR Code) to their Depository Participants (DPs) in case the shares are held in electronic mode or to Universal Capital Securities Pvt. Ltd., the Registrar and Share Transfer Agent in case the shares are held in physical mode for printing on dividend warrant to ensure that there is no fraudulent encashment of the warrants.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN to the Depository Participant(s) with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to i.e. Universal Capital Securities Pvt. Ltd., the Registrar and Share Transfer Agent.
• 1. Shareholders holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. For the safety and interest of the Shareholders, it is important that bank account details are correctly provided to the Depository Participants and registered against their demat account.
• 1. Shareholders holding shares in physical mode, who have not provided the information regarding bank particulars, are requested to register/update their Bank details (e.g. name of the bank and the branch, bank account number, 9 digits MICR number, 11 digit IFS Code and the nature of account) online with the Company or RTA i.e Universal Capital Securities Pvt. Ltd. on email id at info@blissgvs. com / cs@blissgvs.com or info@unisec.in respectively along with the copy of the signed request letter mentioning the name and address of the Shareholder, scanned copy of the Share Certificate (front and back), self-attested copy of the PAN Card, and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Shareholder along with a copy of latest cancelled cheque with the Shareholder's name. Shareholders holding shares in electronic mode are requested to register their Bank details with the relevant Depository Participant.
• 1. SEBI has mandated those securities of listed companies can be transferred only in dematerialized form from April 01, 2019, except in case of transmission and transposition of securities. In view of the same and to avail various benefits of dematerialization, Shareholders are advised to dematerialize shares held by them in physical form for ease of portfolio management. Shareholders can contact the Company or Universal Capital Securities Pvt. Ltd. for assistance in this regard. Shareholders holding shares in more than one folio in the same name(s) are requested to send the details of their folios along with share certificates so as to enable the Company to consolidate their holding into one folio.
• 1. The Board of Directors have appointed Mr. Vijay Yadav (Membership No. ACS A39251) Partner of M/s. AVS & Associates, Practicing Company Secretaries as the Scrutinizer to scrutinize the votes cast through the e-voting system at the meeting and remote e-voting process in a fair and transparent manner.
• 1. The Scrutinizer shall submit his report to the Chairman of the Meeting, or any person authorized by him within 48 hours of the conclusion of the AGM. The Results declared along with the report of Scrutinizer shall be placed on the website of the Company at www.blissgvs.com and on website of CDSL immediately after declaration of results by the Chairman or person authorized by him in this behalf. The Company shall simultaneously forward the results to BSE and NSE, where the shares of the Company are listed.
• 1. The Members, whose names appear in the Register of Members/ list of Beneficial Owners as on Tuesday, September 14, 2021 ("Cut-off date"), are entitled to avail the facility of remote e-voting as well as e-voting system as on the date of the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.
• 1. The Company has fixed Tuesday, September 14, 2021 ("as the 'Record Date' for determining entitlement of members to final dividend for the financial year ended March 31, 2021, if approved at the 36th AGM. If the final dividend, as recommended by the Board of Directors, is approved at the 36th AGM, payment of such dividend subject to deduction of tax at source will be made on or before Wednesday, October 20, 2021.
• 1. A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the 36th AGM and prior to the Cut-off date i.e. Tuesday, September 14, 2021 shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure mentioned below.
• 1. The remote e-voting period will commence at 9.00 a.m. on Saturday, September 18, 2021 and will end at 5.00 p.m. on Monday, September 20, 2021. In addition, the Members attending the 36th AGM who have not cast their vote by remote e-voting shall be eligible for e-voting at the 36th AGM. The Members desiring to vote through remote e-voting are requested to refer to the detailed procedure given hereinafter.
• 1. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, the Register of Contracts

20 Bliss GVS Pharma Limited

or Arrangements in which Directors are interested maintained under Section 189 of Companies Act, and all other documents referred to in the Annual Report, will be available in electronic mode. Members can inspect the same by sending an email to [info@blissgvs.](http://info@blissgvs.com / cs@blissgvs.com) [com / cs@blissgvs.com](http://info@blissgvs.com / cs@blissgvs.com). Also, the Certificate from the Auditors including modification thereto from time to time pursuant to Regulation 13 of the SEBI (Shared Based Employee Benefits) Regulations, 2014, will be available electronically for inspection by the members during the AGM.

31. Instructions to members for Remote E-voting:

• (i) The remote e-voting period will commence at 9.00 a.m. on Saturday, September 18, 2021 and will end at 5.00 p.m. on Monday, September 20, 2021. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, September 14, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. Currently, there are multiple e-voting service providers (ESPs)

providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders		Login Method
IndividualShareholders holdingsecurities in Dematmode with CDSL	1.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Optionwill be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon andselect New System Myeasi.
	2.	After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where theevoting is in progress as per the information provided by company. On clicking the evoting option, the user will beable to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period orjoining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the systemof all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting serviceproviders' website directly.
	3.	If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	4.	Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from ae-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP onregistered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to seethe e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting ServiceProviders.
IndividualShareholders holdingsecurities in dematmode with NSDL	1.	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser bytyping the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the homepage of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS'section. A new screen will open. You will have to enter your User ID and Password. After successful authentication,you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you will be able tosee e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Votingservice provider website for casting your vote during the remote e-Voting period or joining virtual meeting & votingduring the meeting.
	2.	If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select"Register Online for IDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter yourUser ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code asshown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you cansee e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Votingservice provider website for casting your vote during the remote e-Voting period or joining virtual meeting & votingduring the meeting.

Type of shareholders Login Method

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type	Helpdesk details
Individual ShareholdersholdingsecuritiesinDemat mode with CDSL	Members facing any technicalissue in login can contactCDSL helpdesk by sending arequest at helpdesk.evoting@cdslindia.comor contactat 022- 23058738 and 22-23058542-43.
Individual ShareholdersholdingsecuritiesinDemat mode with NSDL	Members facing any technicalissue in login can contactNSDL helpdesk by sending arequest at evoting@nsdl.co.inor call at toll free no.: 18001020 990 and 1800 22 44 30

Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

• (iv) The shareholders should log on to the e-voting website www.evotingindia.com
• (v) Click on Shareholders module
• (vi) Now Enter your User ID
  • i. For CDSL: 16 digits beneficiary ID,
  • ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • iii. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

OR

Alternatively, if you are registered for CDSL's EASI/ EASIEST e-services, you can log-in at https://www. cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• (vii) Next enter the Image Verification as displayed and Click on Login.
• (viii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier e-voting of any company, then your existing password is to be used.

(ix) If you are a first-time user follows the steps given below:

	For Shareholders holding shares inDemat Form other than individual andPhysical Form
PAN	Enteryour10-digitalpha-numeric*PANissuedbyIncomeTaxDepartment(Applicableforbothdemat shareholders as well as physicalshareholders)
	ƒShareholderswhohavenotupdatedtheirPANwiththeCompany/Depository Participantare requested to use the sequencenumber sent by Company/RTA orcontact Company/RTA.
DividendBankDetails OR Dateof Birth (DOB)	Enter the Dividend Bank Details orDate of Birth (in dd/mm/yyyy format)as recorded in your demat accountor in the company records in order tologin.
	ƒIf both the details are not recordedwith the depository or company,please enter the member id /folio number in the DividendBank details field as mentioned ininstruction (v).

• (x) After entering these details appropriately, click on "SUBMIT" tab.
• (xi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (xii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (xiii) Click on the <210828008> for the relevant on which you choose to vote.
• (xiv) On the voting page, you will see "RESOLUTION

DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xvi) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xvii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xviii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xix) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xx) Shareholders can also cast their vote using CDSL's mobile app m-Voting. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively.
• (xxi) Note for Non Individual Shareholders and Custodians
  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • Alternatively Non Individual shareholders are required to send the relevant Board

Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; info@blissgvs.com / cs@blissgvs.com, vijay.yadav@avsassociates. co.in (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• 1. Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for e-voting for the resolutions proposed in this notice:
  • i. For Physical shareholders Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA at info@blissgvs.com / cs@blissgvs.com /info@unisec. in.
  • ii. For Demat shareholders -, Please provide Demat account details (CDSL-16-digit beneficiary ID or NSDL-16-digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to Company/ RTA at info@blissgvs.com / cs@blissgvs.com /info@ blissgvs.com.
  • iii. The Company/RTA shall co-ordinate with CDSL and provides the login credentials to the abovementioned shareholders.

33. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

• i. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
• ii. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• iii. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
• iv. Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.
• v. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• vi. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network.

It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• vii. Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [info@blissgvs.com /cs@](http://info@blissgvs.com /cs@blissgvs.com) [blissgvs.com.](http://info@blissgvs.com /cs@blissgvs.com) These queries will be replied to by the company suitably by email.
• viii. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• ix. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
• x. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the AGM.
• 1. For assistance / queries for E-voting etc.

In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia. com, under help section or write an email to helpdesk. evoting@cdslindia.com or call 1800225533.

• If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk. evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022- 23058543) or Mr. Rakesh Dalvi (022-23058542).
• All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

35. OTHER INSTRUCTIONS:

I. The voting rights of members shall be in proportion

to their shares of the paid-up equity share capital of the Company as on the cut-off date of Tuesday, September 14, 2021.

• II. The scrutinizer shall after the conclusion of e-voting at the AGM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days from the date of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and the Chairman or the person authorized by him in writing shall declare the result of the voting forthwith.
• III. The results declared along with the report of the scrutinizer shall be placed on the website of the Company at www.blissgvs.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorised by him in writing. The results shall also be immediately communicated to the BSE and NSE.
• IV. Statutory auditors ratification: The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the 32nd Annual General Meeting, held on September 26, 2017 from the conclusion of 32nd Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year ended March 31, 2022 in the Financial Year 2022-2023.
• IV. The venue of the AGM shall be deemed to be the Registered Office of the Company at 102, Hyde Park, Saki Vihar Road, Andheri - East, Mumbai - 400072

By order of the Board of Directors For BLISS GVS PHARMA LIMITED

Sd/- Gagan Harsh Sharma Managing Director DIN: 07939421

Place: Mumbai Date: July 31, 2021

Registered Office:

102, Hyde Park, Saki Vihar Road, Andheri - East, Mumbai - 400072 CIN: L24230MH1984PLC034771 Website: www.blissgvs.com E-mail: info@blissgvs.com Tel: +91 22 42160000 Fax: +91 22 28563930

Explanatory Statement

As required by Section 102 of the Companies Act, 2013 ("the Act"), the following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice

Item No. 4:

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of upto 5 (five) consecutive years on the Board of a Company but shall be eligible for re-appointment on passing a special resolution by the Company for another term up to five years. The Members of the Company at their 31st Annual General Meeting has approved the appointment of Mr. Santosh Parab as an Independent Director of the Company for the period of 5 years commencing from May 26, 2016 till May 25, 2021. Based on his performance evaluation and recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ('Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), Mr. Santosh Parab, is eligible for reappointment as Independent Director and has offered himself for re-appointment. The Board of Directors recommends the proposal to re-appoint him as Independent Directors for a further term of five years i.e. from May 26, 2021 to May 25, 2026.

Mr. Santosh Parab, is not disqualified from being appointed as Director in terms of Section 164 of Companies Act, 2013 and had submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of Companies Act, 2013 and applicable regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of the Directors of the Company is of the view that, Mr. Santosh Parab has contributed valuable efforts during his tenure to reach to towards better results of the Company in the form of good corporate governance, better directions and suggestions whenever required. So considering the expertise and experience, Mr. Santosh Parab would be of immense benefit to the Company and it is desirable to avail services of Mr. Santosh Parab. In the opinion of the Board, Mr. Santosh Parab fulfills the conditions specified under the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the Listing Regulations for re-appointment as an Independent Director of the Company and he is independent from the management. Further, the Company has received a notice in writing from a Member proposing his candidature for the office of Independent Director.

Except for the appointee Director for the purpose of his own resolution, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 4 of the Notice.

The Board recommends the Special Resolution set out at Item No. 4 for the approval of Members.

Item No. 5:

Mr. Gagan Harsh Sharma, aged 38 years, having total 16 years of experience out of which 12 years of experience is with Pharma Industry. He was designated as Vice President - Strategy and Business Development of the Company. He has experience of Mergers & Acquisitions, creation of R&D function focussing on NDDS with strong focus on product pipeline for the EU/US Markets, Supervision of end to end of Pharma formulation capex projects, skilled in adopting & applying quality techniques & standards etc. Pursuant to succession planning of the Company and considering his association, involvement in operations of the Company, his vast experiences, expertise, constructive performance and efforts, the management of the Company has proposed, Nomination and Remuneration Committee has recommended and the Board has approved his appointment as Director on January 21, 2021 and later on as Managing Director of the Company for the period of three years with effect from May 11, 2021 to May 10, 2024, liable to retire by rotation on the terms and conditions including remuneration mentioned below:

• 1. Term of Appointment: May 11, 2021 to May 10, 2024.
• 2. Basic Salary: Basic Salary for first year, second year and third year shall be ₹ 52,50,000/- ₹ 63,00,000/- ₹ 75,60,000/ per annum respectively.
• 3. Perquisites: Mr. Sharma shall be entitled to the following perquisites in each year provided that the total value of the perquisites shall be restricted to an amount equal to the annual salary ₹ 91,20,000/- ₹ 109,44,000/- ₹ 1,3132,800/- per annum or actual respectively, whichever is lower.
  • 3.1. Housing Allowance: House Rent Allowance of ₹ 26,25,000/- ₹ 31,50,000/- ₹ 37,80,000/- per annum respectively.
  • 3.2. Leave Travel Allowance & Medical Reimbursement:
    • a. Leave Travel Allowance: Expenses incurred for the appointee and his family towards leave travel reimbursement subject to a ceiling of ₹ 3,60,000/- ₹ 4,32,000/- ₹ 5,18,400/- per annum respectively.
    • b. Medical Reimbursement: Expenses incurred for the appointee towards Medical reimbursement for him & his family subject to a ceiling of ₹ 1,20,000/- ₹ 1,20,000/- ₹ 1,20,000/- per annum respectively.

Explanation: For the purposes of a "Family", Family means the spouse, dependent children and dependent parents of the appointee.

• 3.3. Others Allowances: Others Allowances of ₹ 60,15,000/- ₹ 72,42,000/- ₹ 87,14,400/- per annum respectively.
• 3.4. Provision of Car for use in Company's business and telephone at residence will not be considered as Perquisites. Telephone at residence reimbursed for rental and business calls.
• 3.5. Reimbursement of actual expenses for books and

periodicals purchased for purposes of carrying-on his duties and reimbursement of expenses actually and properly incurred by him, in the course of legitimate business of the Company and traveling, hotel and other expenses in the course of the Company' business.

• 3.6. The Director shall not be paid any sitting fees for attending the meetings of the Board or any committee thereof until and unless decided by the Board of the Company.
• 4. Leave Encashment: Encashment of leave, if any, will be paid as per the Company's policy.
• 5. Provident Fund, Superannuation and Gratuity: Company's contribution to the Provident Fund, Family Pension Scheme and Superannuation Fund, if any as per the rules of the Company.
• 6. Commission/Bonus/Performance Linked Incentive: Mr. Sharma may also be paid remuneration by way of Commission/Bonus/Performance Linked Incentive (in addition to salary, perquisites and other allowances) calculated with reference to the Net Profits of the Company for a particular financial year as the Board may decide, subject to the overall ceilings laid down under the provisions of Sections 197 of the Companies Act, 2013.
• 7. Minimum Remuneration: In the event of loss or inadequacy of profits in any financial year during the currency of tenure of service of Mr. Gagan Sharma, the payment of salary, performance incentives, perquisites and other allowances shall be governed by the limits prescribed under Section II of Part II of Schedule V read with section 197 of the Companies Act, 2013 as may for the time being b in force.
• 8. Maximum Remuneration: Remuneration Payable (Basic salary and perquisites) shall not exceed ₹ 500,00,000/- (Rupees Five Crores) per annum any time during his tenure.

9. Other Terms and Conditions:

• a. Mr. Gagan Sharma shall be vested with substantial powers of the management subject to the supervision, control and direction of the Board;
• b. Mr. Gagan Sharma shall be liable to retire by rotation while he continues to hold office of Managing Director; however, his retirement will not break his length of service;
• c. The Office shall be liable to termination with 3 months' notice from either side;
• d. The terms and conditions of the said re-appointment and/or agreement may be altered, amended, varied and modified from time to time by the Board or Committee thereof as it may be permissible and if deem fit, within the limits prescribed in Schedule V to the Companies Act, 2013 or any subsequent amendments or modifications made thereto.

In terms of provisions of Section 196, 197, 198, 203 and

read with Schedule V to the extent applicable and all other applicable provisions along with rules made there under, if any, of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), the proposed appointment requires approval of members of the Company in form of Special Resolution. Hence, the members are requested to pass the Special Resolution accordingly.

Except Mr. Gagan Sharma being appointee and Dr. Vibha Sharma and Mrs. Shruti Rao, Directors of the Company and to the extent their collective shareholding in the Company, none of the Directors and/or Key Managerial Personnel or their relatives, are interested or concerned in the resolution. The Board recommends the Special Resolution set out at Item No. 5 of the accompanying Notice in the interests of the Company.

Item No. 6:

Dr. Vibha Gagan Sharma, aged 38 years, having 13 years of experience with Pharma Industry. She holds a bachelor's degree in Dental Surgery from Rajiv Gandhi University of Health Sciences, Karnataka. She is a part of Promoter Group exclusively working for the company and oversees the Research and Development activities of the Company and also ensuring to innovate new pharmaceuticals formulations to improve quality of life. Dr. Vibha Gagan Sharma is a Chairperson of Health and Safety Committee of the Company.

The Members are further informed that, considering her rich and varied experience in the Pharma industry and her association and participation in affairs and management of the Company, it would be in the interest of the Company to continue to avail her considerable expertise. Hence, the management of the Company has proposed, Nomination and Remuneration Committee has recommended, and the Board has approved her re-appointment as Whole-Time Director of the Company for a further period of three years w.e.f. January 27, 2022 to January 26, 2025, liable to retire by rotation on the terms and conditions including remuneration mentioned below:

• 1. Term of Appointment: January 27, 2022 to January 26, 2025.
• 2. Basic Salary: Basic Salary for first year, second year and third year shall be ₹ 23,10,000/- ₹ 25,41,000/- ₹ 27,95,100/ per annum respectively.
• 3. Perquisites: Dr. Vibha Sharma shall be entitled to the following perquisites in each year provided that the total value of the perquisites shall be restricted to an amount equal to the annual salary ₹ 40,12,800/- ₹ 44,14,080/- ₹ 48,55,488/- per annum or actual respectively, whichever is lower.
  • 3.1. Housing Allowance: House Rent Allowance of ₹ 11,55,000/- ₹ 12,70,500/- ₹ 13,97,550 /- per annum respectively.
  • 3.2. Leave Travel Allowance & Medical Reimbursement:
    • a. Leave Travel Allowance: Expenses incurred

26 Bliss GVS Pharma Limited

OVERVIEW STATUTORY SECTION FINANCIAL SECTION

for the appointee and her family towards leave travel reimbursement subject to a ceiling of ₹ 6,60,000/- ₹ 7,26,000/- ₹ 7,98,600/- per annum respectively.

b. Medical Reimbursement: Expenses incurred for the appointee towards Medical reimbursement for her & her family subject to a ceiling of ₹ 1,20,000/- ₹ 1,20,000/- ₹ 1,20,000/- per annum respectively.

Explanation: For the purposes of a "Family", Family means the spouse, dependent children and dependent parents of the appointee.

• 3.3. Others Allowances: Others Allowances of ₹ 20,77,800/- ₹ 22,97,580/-, ₹ 25,39,338/- per annum respectively.
• 3.4. Provision of Car for use in Company's business and telephone at residence will not be considered as Perquisites. Telephone at residence reimbursed for rental and business calls.
• 3.5. Reimbursement of actual expenses for books and periodicals purchased for purposes of carrying-on her duties and reimbursement of expenses actually and properly incurred by her, in the course of legitimate business of the Company and traveling, hotel and other expenses in the course of the Company' business.
• 3.6. The Director shall not be paid any sitting fees for attending the meetings of the Board or any committee thereof until and unless decided by the Board of the Company.
• 4. Leave Encashment: Encashment of leave, if any, will be paid as per the Company's policy.
• 5. Provident Fund, Superannuation and Gratuity: Company's contribution to the Provident Fund, Family Pension Scheme and Superannuation Fund, if any as per the rules of the Company.
• 6. Commission/Bonus/Performance Linked Incentive: Dr. Vibha Sharma may also be paid remuneration by way of Commission/Bonus/Performance Linked Incentive (in addition to salary, perquisites and other allowances) calculated with reference to the Net Profits of the Company for a particular financial year as the Board may decide, subject to the overall ceilings laid down under the provisions of Sections 197 of the Companies Act, 2013.
• 7. Minimum Remuneration: In the event of loss or inadequacy of profits in any financial year during the currency of tenure of service of Dr. Vibha Sharma, the payment of salary, performance incentives, perquisites and other allowances shall be governed by the limits prescribed under Section II of Part II of Schedule V read with section 197 of the Companies Act, 2013 as may for the time being in force.
• 8. Maximum Remuneration: Remuneration Payable (Basic salary and perquisites) shall not exceed ₹ 200,00,000/- (Rupees Two Crores) per annum any time during her

tenure.

9. Other Terms and Conditions:

• a. Dr. Vibha Sharma shall be vested with substantial powers of the management subject to the supervision, control and direction of the Board;
• b. Dr. Vibha Sharma shall be liable to retire by rotation while she continues to hold office of Whole-Time Director; however, her retirement will not break her length of service;
• c. The Office shall be liable to termination with 3 months' notice from either side;
• d. The terms and conditions of the said re-appointment and/or agreement may be altered, amended, varied and modified from time to time by the Board or Committee thereof as it may be permissible and if deem fit, within the limits prescribed in Schedule V to the Companies Act, 2013 or any subsequent amendments or modifications made thereto.

In terms of provisions of Section 196, 197, 198, 203 and read with Schedule V to the extent applicable and all other applicable provisions along with rules made there under, if any, of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), the proposed appointment requires approval of members of the Company in form of Special Resolution. Hence, the members are requested to pass the Special Resolution accordingly.

Except Dr. Vibha Sharma being appointee and Mr. Gagan Sharma and Mrs. Shruti Rao, Directors of the Company and to the extent their collective shareholding in the Company, none of the Directors and/or Key Managerial Personnel or their relatives, are interested or concerned in the resolution. The Board recommends the Special Resolution set out at Item No. 6 of the accompanying Notice in the interests of the Company.

Item No.7:

Mrs. Shruti Vishal Rao, aged 36 years, having 15 years of experience with Pharma Industry. She holds a bachelor's degree in Engineering from Mumbai University. She is a part of promoter group exclusively working for the company and oversees the day to day commercial and trading activities of the Company in India & Abroad. The Members are further informed that, considering her rich and varied experience in the Pharma industry and her association and participation in affairs and management of the Company, it would be in the interest of the Company to continue to avail her considerable expertise. Hence, the management of the Company has proposed, Nomination and Remuneration Committee has recommended, and the Board has approved her reappointment as Whole-Time Director of the Company for a further period of three years w.e.f. April 01, 2022 to March 31, 2025, liable to retire by rotation on the terms and conditions including remuneration mentioned below:

1. Term of Appointment: April 01, 2022 to March 31, 2025.

• 2. Basic Salary: Basic Salary for first year, second year and third year shall be ₹ 23,10,000/- ₹ 25,41,000/- ₹ 27,95,100/ per annum respectively.
• 3. Perquisites: Mrs. Shruti Rao shall be entitled to the following perquisites in each year provided that the total value of the perquisites shall be restricted to an amount equal to the annual salary ₹ 40,12,800/ – ₹ 44,14,080/ – ₹ 48,55,488/ per annum or actual respectively, whichever is lower.
  • 3.1. Housing Allowance: House Rent Allowance of ₹ 11,55,000/- ₹ 12,70,500/- ₹ 13,97,550 /- per annum respectively.

3.2. Leave Travel Allowance & Medical Reimbursement:

• a) Leave Travel Allowance: Expenses incurred for the appointee and her family towards leave travel reimbursement subject to a ceiling of ₹ 6,60,000/- ₹ 7,26,000/- ₹ 7,98,600/- per annum respectively.
• b) Medical Reimbursement: Expenses incurred for the appointee towards Medical reimbursement for her & her family subject to a ceiling of ₹ 1,20,000/- ₹ 1,20,000/- ₹ 1,20,000/- per annum respectively.

Explanation: For the purposes of a "Family", Family means the spouse, dependent children and dependent parents of the appointee.

• 3.3. Others Allowances: Others Allowances of ₹ 20,77,800/- ₹ 22,97,580/- ₹ 25,39,338/- per annum respectively.
• 3.4. Provision of Car for use in Company's business and telephone at residence will not be considered as Perquisites. Telephone at residence reimbursed for rental and business calls.
• 3.5. Reimbursement of actual expenses for books and periodicals purchased for purposes of carrying-on her duties and reimbursement of expenses actually and properly incurred by her, in the course of legitimate business of the Company and traveling, hotel and other expenses in the course of the Company' business.
• 3.6. The Director shall not be paid any sitting fees for attending the meetings of the Board or any committee thereof until and unless decided by the Board of the Company.
• 4. Leave Encashment: Encashment of leave, if any, will be paid as per the Company's policy.
• 5. Provident Fund, Superannuation and Gratuity: Company's contribution to the Provident Fund, Family Pension Scheme and Superannuation Fund, if any as per the rules of the Company.
• 6. Commission/Bonus/Performance Linked Incentive: Mrs. Shruti Rao may also be paid remuneration by way of Commission/Bonus/Performance Linked Incentive (in addition to salary, perquisites and other allowances) calculated with reference to the Net Profits of the Company for a particular financial year as the Board may decide, subject to the overall ceilings laid down under the provisions of Sections 197 of the Companies Act, 2013.
• 7. Minimum Remuneration: In the event of loss or

28 Bliss GVS Pharma Limited

inadequacy of profits in any financial year during the currency of tenure of service of Mrs. Shruti Rao, the payment of salary, performance incentives, perquisites and other allowances shall be governed by the limits prescribed under Section II of Part II of Schedule V read with section 197 of the Companies Act, 2013 as may for the time being in force.

• 8. Maximum Remuneration: Remuneration Payable (Basic salary and perquisites) shall not exceed ₹ 200,00,000/- (Rupees Two Crores) per annum any time during her tenure.
• 1. Other Terms and Conditions:
  • c) Mrs. Shruti Rao shall be vested with substantial powers of the management subject to the supervision, control and direction of the Board;
  • d) Mrs. Shruti Rao shall be liable to retire by rotation while she continues to hold office of Whole-Time Director; however, her retirement will not break her length of service;
  • e) The Office shall be liable to termination with 3 months' notice from either side;
  • f) The terms and conditions of the said re-appointment and/or agreement may be altered, amended, varied and modified from time to time by the Board or Committee thereof as it may be permissible and if deem fit, within the limits prescribed in Schedule V to the Companies Act, 2013 or any subsequent amendments or modifications made thereto.

In terms of provisions of Section 196, 197, 198, 203 and read with Schedule V to the extent applicable and all other applicable provisions along with rules made there under, if any, of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment thereof for the time being in force), the proposed appointment requires approval of members of the Company in form of Special Resolution. Hence, the members are requested to pass the Special Resolution accordingly.

Except Mrs. Shruti Rao being appointee and Dr. Vibha Sharma and Mr. Gagan Sharma, Directors of the Company and to the extent their collective shareholding in the Company, none of the Directors and/or Key Managerial Personnel or their relatives, are interested or concerned in the resolution. The Board recommends the Special Resolution set out at Item No. 7 of the accompanying Notice in the interests of the Company.

Item No. 8:

Mr. Vishal Vijay Rao, aged 40 years, holds a degree in Bachelor of Engineering in Chemical from University of Pune. He has been associated with Company for last 6 years. He is working as a General Manager-Strategy & Business Development of the Company. The Members are further informed that, considering his rich and varied experience and his association with the Company, it would be in the interest of the Company to continue to avail his services for some more years. Hence, the management of the Company has proposed, Nomination and Remuneration Committee has recommended, and the Board has approved his re-appointment as General Manager - Strategy and Business Development of the Company for

a period of 3 (Three) years with effect from April 01, 2022 to March 31, 2025.

Since, Mr. Vishal Vijay Rao is a husband of Mrs. Shruti Rao, Whole-Time Director & Promoter of the Company. He is brother- in -law of Dr. Vibha Sharma & Mr. Gagan Sharma, Directors of the Company. Hence, his reappointment is covered under section 188 of the Companies Act, 2013 and rules made thereunder, which requires the approval of the members of the Company by way of Special Resolution.

The particulars of the said transaction pursuant to Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014 are as under:

Name of the related party	Mr. Vishal Vijay Rao
Name of the director or keymanagerial personnel who isrelated	Mrs. Shruti Vishal RaoMr. Gagan SharmaDr. Vibha Sharma
Nature of relationship	Mrs. Shruti Rao is a WifeMr. Gagan Sharma is a Brother-inLawDr. Vibha Sharma is a Sister-in-Law
Remuneration	As provided in the resolution atitem no. 8 of the Notice
Nature,materialtermsandparticulars of the arrangement orcontract	Mr. Vishal Vijay Rao has been reappointed as General Manager ofthe Company on remuneration andterms & conditions as embodied inthe resolution.
Duration of Contract	3 Years w.e.f. April 01, 2022 toMarch 31, 2025
Any other information relevantor important for the members totake a decision on the proposedresolution	—

Except Mrs. Shruti Rao, Dr. Vibha Sharma and Mr. Gagan Sharma, Directors of the Company and to the extent their collective shareholding in the Company, none of the Directors and/or Key Managerial Personnel or their relatives, are interested or concerned in the resolution. The Board recommends the Special Resolution set out at Item No. 8 of the accompanying Notice in the interests of the Company.

Item No. 9:

The Company has sought the approval of Board of Directors of the Company at their meeting held on July 31, 2021 to execute and enter into a Leave and License agreement for renewal of office premises situated at 602, Hyde Park, Saki Vihar Road, Andheri (East), Mumbai- 400 072 with Mr. S. N. Kamath, Promoter of the Company, who is the owner of the said premises.

The following are the particulars of the property and terms & conditions of transaction:

1) Property Description

Unit No. 602 (admeasuring 7000 sq. ft.(Built-Up) area along with furniture &fixture and 14 car parking, unit situatedon 6thfloor of the building known as"Hyde Park" being and situate on the plotof land bearing Survey No. 680 situate atOpp. Ansa Ind. Estate, Saki-Vihar Road,Andheri (East), Mumbai - 400 072 in theRegistration Sub-District Bandra, MumbaiSuburban District Mumbai.

-------------------------

--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2) Term period	5 (five) years
3) Rental Fee	During the said term, monthly rental is of₹ 4,87,500/-with an escalation of 5% everytwo year.
4) Lock in Period	60 months
5) Refundable SecurityDeposit	₹ 30,00,000/- (Security Deposit is aninterest free deposit)
6) Termination	3 (Three) months written notice aftercompletion of Lock in period

The particulars of the said transaction pursuant to para 3 of Explanation (1) to Rule 15 of Companies (Meeting of Board and its Power) Rules, 2014 are as under:

Name of Related Party	Mr. S. N. Kamath, Promoter of theCompany
Name of the director or keymanagerial personnel who isrelated	Mrs. Shruti Vishal RaoDr. Vibha Gagan SharmaMr. Gagan Sharma
Nature of relationship	Mrs. Shruti Vishal Rao is a DaughterDr. Vibha Gagan Sharma is aDaughterMr. Gagan Sharma is a Son-in-Law
Nature,materialtermsandparticulars of the arrangement orcontract	The Company had entered intoa leave and license agreementwith Mr. S. N. Kamath, owner ofthe office premises of Unit no.602, Hyde Park, Saki Vihar Road,Andheri (East), Mumbai- 400 072.The other terms and particulars ofthe contract are mentioned above.
Duration of Contract	For the period of 5 years

Except Mrs. Shruti Rao, Dr. Vibha Sharma and Mr. Gagan Sharma, Directors of the Company and to the extent their collective shareholding in the Company, none of the Directors and/or Key Managerial Personnel or their relatives, are interested or concerned in the resolution. The Board recommends the Ordinary Resolution set out at Item No. 9 of the accompanying Notice in the interests of the Company.

By order of the Board of Directors For BLISS GVS PHARMA LIMITED

Sd/-

Gagan Harsh Sharma Managing Director DIN: 07939421

Place: Mumbai Date: July 31, 2021

Registered Office:

102, Hyde Park, Saki Vihar Road, Andheri - East, Mumbai - 400072 CIN: L24230MH1984PLC034771 Website: www.blissgvs.com E-mail: info@blissgvs.com Tel: +91 22 42160000 Fax: +91 22 28563930

Annexure to the Notice

Additional Disclosures/Information pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 and applicable provisions of Secretarial Standard – 2

	Particulars
Name of the Director	Mr. Gagan Harsh Sharma
Age	39 years
Work Experience in functional area	16 Years
Qualification	Bachelor of Engineering in Electronics and Communication
Terms and Condition of Appointment & Last Remuneration	As per the resolution at Item no. 5 of the Notice convening this Annual GeneralMeeting read with explanatory statement thereto, Mr. Gagan Sharma is proposedto be appointed as a Managing Director.
	Last Remuneration as Director – Nil
Remuneration sought to be paid	As mentioned in the Notice
Directorship in other Companies including Listed Company	One
Membership of Committees of other Companies includingListed Company (Audit Committee /Nomination RemunerationCommittee/Stakeholders Relationship Committee)	NIL
No. of Shares held in the Company	NIL
First Appointment by the Board	January 21, 2021
Relationship with other Director, Manager & KMP	Spouse of Dr. Vibha Sharma, Brother-in-law of Mrs. Shruti Rao
Board Meeting attended (F.Y. 2020-2021)	NA

	Particulars
Name of the Director	Mr. Santosh Parab
Age	50 years
Work Experience in functional area	Accounts and Taxation
Qualification	Chartered Accountant
Terms and Condition of Appointment & Last Remuneration	As per the resolution at Item no. 4 of the Notice convening this Annual GeneralMeeting read with explanatory statement thereto, Mr. Shantosh Parab is proposedto be re-appointed as an Independent Director.
	Last Remuneration (Sitting Fees) – 1.80 Lakhs
Remuneration sought to be paid	Remuneration Details: NilOnly sitting fees will be paid
Directorship in other Companies including Listed Company	Two
Membership of Committees of other Companies includingListed Company (Audit Committee /Nomination RemunerationCommittee/Stakeholders Relationship Committee)	NIL
No. of Shares held in the Company	2300
First Appointment by the Board	May 26, 2016
Relationship with other Director, Manager & KMP	Not related to any Directors/Key Managerial Personnel
Board Meeting attended (F.Y. 2020-2021)	Four
Summary of Performance Evaluation Report	The Board of Directors of the Company has evaluated the performance ofMr. Santosh Parab on the basis of his attendance at the meetings of Boardand Committees, listening views of others, active participation in meetings,rendering of independent and unbiased opinions, giving of positive inputs intodevelopment of strategy, better governance practices, accounting treatmentsand safeguarding of confidential information of the Company, Knowledge withthe latest developments and applicable laws to the Company etc. Further, theboard has done the said evaluation in rating manner such as below expectation,meet expectation and exceed expectation. The performance evaluation of Mr.Santosh Parab was satisfactory to the Board.

OVERVIEW	STATUTORY SECTION	FINANCIAL SECTION

	Particulars
Name of the Director	Dr. Vibha Gagan Sharma
Age	38 years
Work Experience in functional area	13 Years
Qualification	Bachelor in Dental Surgery
Terms and Condition of Appointment & Last Remuneration	As per the resolution at item no. 6 of the Notice convening this Annual GeneralMeeting read with explanatory statement thereto, Dr. Vibha Gagan Sharma isproposed to be re-appointed as a Whole time Director.Last Remuneration as Director – 49.80 Lakhs
Remuneration sought to be paid	As mentioned in the Notice
Directorship in other Companies including Listed Company	Three
Membership of Committees of other Companies includingListed Company (Audit Committee /Nomination RemunerationCommittee/Stakeholders Relationship Committee)	NIL
No. of Shares held in the Company	NIL
First Appointment by the Board	July 29, 2008
Relationship with other Director, Manager & KMP	Spouse of Mr. Gagan Harsh Sharma, Sister of Mrs. Shruti Vishal Rao
Board Meeting attended (F.Y. 2020-2021)	Four

	Particulars
Name of the Director	Mrs. Shruti Vishal Rao
Age	36 years
Work Experience in functional area	15 years
Qualification	Bachelor of Engineering
Terms and Condition of Appointment & Last Remuneration	As per the resolution at item no. 7 of the Notice convening this Annual GeneralMeeting read with explanatory statement thereto, Mrs. Shruti Vishal Rao isproposed to be re-appointed as a Whole time Director.Last Remuneration as Director – 49.80 Lakhs
Remuneration sought to be paid	As mentioned in the Notice
TwoDirectorship in other Companies including Listed Company
Membership of Committees of other Companies includingListed Company (Audit Committee /Nomination RemunerationCommittee/Stakeholders Relationship Committee)	NIL
No. of Shares held in the Company	NIL
First Appointment by the Board	July 27, 2006
Relationship with other Director, Manager & KMP	Sister of Dr. Vibha Gagan Sharma and sister in law of Mr. Gagan Harsh Sharma
Board Meeting attended (F.Y. 2020-2021)	Four

Disclosure as required under schedule V of the Companies Act, 2013 is given as under:

I. General Information:

Nature of industry	Manufacture of Pharmaceuticals products
Date or expected date of commencement of commercialproduction:	The Company is in commercial production since 1986.
In case of new companies, expected date of commencementof activities as per project approved by financial institutions	Not Applicable
appearing in the prospectus

Standalone financial Performance:

			(` in Lakh)
Particulars	Year ended March 31, 2019	Year ended March 31, 2020	Year ended March 31, 2021
Total Income from Operations (Net)	42,659.02	44,195.08	46,551.31
Total Expenses	34,238.98	35,517.21	39,200.89
Profit/Loss Before Tax	12,001.33	12,171.25	9,118.67
Profit/Loss After Tax	7,443.39	9,233.43	6,750.08

Consolidated financial Performance:

			(` in Lakh)
Particulars	Year ended March 31, 2019	Year ended March 31, 2020	Year ended March 31, 2021
Total Income from Operations (Net)	89,857.12	68,930.90	57,720.54
Total Expenses	75,428.43	58,408.18	49,330.28
Profit/Loss Before Tax	18,191.52	12,896.51	10,412.70
Profit/Loss After Tax	12,666.27	9,525.28	7,397.16

II. Information about the appointee:

Particulars	Mr. Gagan Harsh Sharma	Dr. Vibha Gagan Sharma	Mrs. Shruti Vishal Rao
Background Details	Mr. Gagan Harsh Sharma, aged 38 years, havingtotal 16 years of experience out of which 12 years ofexperience is with Pharma Industry. He is currentlydesignated as Executive Director of the Company.	Dr. Vibha Gagan Sharma, aged38 years, having total 13 yearsand more experience withPharma Industry. She holdsa bachelor's degree in DentalSurgery from Rajiv GandhiUniversity of Health Sciences,Karnataka. She is currentlydesignatedasWhole-TimeDirector of the Company. Sheis a part of promoter groupexclusively working for thecompany and oversees theresearch&developmentactivities of the Company.	Mrs. Shruti Vishal Rao, aged 36years, having total 15 years andmore experience with PharmaIndustry. She holds a bachelor'sdegree in Engineering fromMumbaiUniversity.Sheiscurrently designated as WholeTime Director of the Company.She is a part of promoter groupexclusively working for thecompany and oversees the dayto day commercial and tradingactivities of the Company inIndia & abroad.
	Brief profile summary:
	ƒ ManagedanddrovemultipleMergers&Acquisitions with varying degree of participationfrom initial Due Diligence to handling acute legalissues
	ƒ Successful creation of Research & Developmentfunction(s) focusing on NDDS with strong focus onproduct pipeline for the EU/US markets
	ƒ Proficiency in developing and deploying strategicclient relationship management models acrossemerging and developed markets
	ƒ Expertise in managing end to end of pharmaformulation capex projects
	ƒ Expert in Lean Manufacturing techniques acrossdosage forms like oral solids, semi solids andinjectables with special focus on niche products
	ƒ Build teams & capabilities to manage GMP/Regulatory compliance while addressing everevolving compliance needs for the formulationsbusiness
	ƒ Skilled in adopting & applying quality techniques& standards to varied business processes todevelop organization wide culture of quality
	ƒ Hands-on experience in developing HR Capabilitiesamong large teams; adept in deploying best inclass HR practices for continual improvement
	Strong Focus on building brands and sustainablerevenue streams with clear focus on the bottom line
Remunerationreceived in 2020-2021 as Director	—	49.80 Lakhs	49.80 Lakhs
Recognition orawards	—	—	—
Job profile and his/her Suitability	Mr. Gagan Harsh Sharma shall be responsible for theday to day operation and managing the affairs of theCompany under the superintendence, guidance andcontrol of the Board.	Dr. Vibha Gagan Sharma shallbe responsible for mainlyResearch&Developmentactivities of the Company andalso operation and managingthe affairs of the Companyunder the superintendence,	Mrs. Shruti Vishal Rao shallbe responsible for the day today commercial and tradingactivities and also operationandmanagingtheaffairsof the Company under thesuperintendence,guidance

guidance and control of the

Board.

and control of the Board.

CIAL SECTION

Particulars	Mr. Gagan Harsh Sharma	Dr. Vibha Gagan Sharma	Mrs. Shruti Vishal Rao
Remunerationproposed	As provided in the resolution at item no. 5 of theNotice.	As provided in the resolutionat item no. 6 of the Notice.	As provided in the resolution atitem no. 7 of the Notice.
Pecuniaryrelationshipdirectly orindirectly withthe Company, orrelationship withthe managerialPersonnel, if any.	Promoter of the Company and relative of Mrs. ShrutiVishal Rao and Dr. Vibha Gagan Sharma.	Promoter of the Company andrelative of Mrs. Shruti VishalRao and Mr. Gagan HarshSharma.	Promoter of the Company andrelative of Dr. Vibha GaganSharma and Mr. Gagan HarshSharma.

Comparative remuneration profile with respect to industry, size of the company, profile of the position and person: Taking into size of the Company, industry benchmark in general, profile, position the proposed remuneration is in line with the current remuneration structure of industry.

III. Other information:

Reasons of loss or inadequate profits, Steps taken or proposed to be taken for improvement and expected increase in productivity and profits in measurable terms:

Not Applicable as the Company is doing profitable

business. In case of loss/inadequate profits during the tenure of Managing Director and Whole Time Directors than the Company will take necessary steps or measures in this regard.

IV. Disclosures:

Remuneration package of the appointees is fully described in the Explanatory Statement as stated above. The requisite details of remuneration etc., of Directors are included in the Corporate Governance Report forming part of the Annual Report of Financial Year 2020-2021 of the Company.