S Chand & Company Ltd Directors Report.

DEAR MEMBERS,

Your Directors are pleased to present 48thAnnual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2019.

1. FINANCIAL PERFORMANCE

Figures in Rs. Millions

Consolidated Standalone
Abridged Profit And Loss Statement FY Ended 31st_March 2019 FY Ended 31st_March 2018 FY Ended 31st_March 2019 FY Ended 31st_March 2018
Revenue from operations 5,220.24 7,944.45 1,944.00 3,439.90
Other income 92.88 83.98 99.65 66.84
Total Revenue 5,313.12 8,028.43 2,043.65 3,506.74
Profit before interest, tax, depreciation and amortization (EBIDTA) (218.62) 2,011.85 (266.29) 717.03
Depreciation and amortization expenses (237.32) (192.84) (36.64) (33.50)
Finance cost (272.07) (239.72) (106.34) (97.22)
Interest income 23.31 42.39 132.95 203.39
Profit before tax, minority interest and share of associate company (704.70) 1,621.68 (276.32) 789.70
Exceptional items (233.39) - (225.57) -
Tax expense 283.32 (538.60) 191.65 (282.11)
Profit after tax and before minority interest and share of associate company (654.77) 1,083.08 (310.24) 507.59
Share in loss of associate company (14.43) (12.25) - -
Profit for the year (669.20) 1,070.83 (310.24) 507.59
Other Comprehensive income 24.62 1.37 (0.69) 2.03
Total Comprehensive Income for the year (644.58) 1,072.20 (310.93) 509.62
Profit for the year attributable to
- Owners of the parent (631.61) 1,072.06 (310.93) 509.62
- Minority interest (12.97) 0.14 - -
Balance of profit brought forward from previous years 3,333.75 2,314.36 1,810.60 1,353.41
Net surplus in the statement of profit and loss account (656.17) 1,070.69 (310.24) 507.59
Other Comprehensive income 24.56 1.37 (0.69) 2.03
Appropriations:
Equity dividend (52.46) (43.55) (52.46) (43.56)
Tax on Equity dividend (10.78) (8.87) (10.78) (8.87)
Adjustments relating to subsidiary companies - (0.25) - -
Transfer to Debenture redemption reserve - - - -
Balance Carried to Balance Sheet 2,638.90 3,333.75 1,436.43 1,810.61

2. OPERATIONS

The financial year 2018-19 was quite a challenging year for the Company. Revenues during the year took a major hit in anticipation of the new education policy which led to higher sales return from our channel partners. Incremental one-off provisioning and the Companys conscious decision to work with better channel partners, coupled with other external headwinds including NCERT books being adopted by private schools in some areas and guidance to reduce the weight of school bag, which also had an impact on the Revenues. However, later the Company has introduced Monthly Text Books (MTBs) to mitigate this.

During the year under review, your Company was more focused on improving operational efficiencies. The Company started with S Chand 3.0 program. This measure will lead to improved cash flow metrics in the next financial year by improving the velocity of collections, focusing on faster moving titles and higher margin products, reducing inventory and receivable levels, consolidating offices and warehouses, and renegotiating major operational cost items. The Company is targeting annual cost savings in the range of Rs. 600 millions to Rs. 800.00 millions (annualized basis) from the implementation of this program and has already taken substantial steps in this regard. Further, the Company is also setting up its own printing facilities in Sahibabad to further reduce cost of production and improve customer service.

During the year, your Company acquired the balance 26% shares in Chhaya Prakashani Private Limited ("Chhaya") giving it full ownership in Chhaya. This will drive the Companys presence in the regional market of West Bengal and Tripura State Board market of supplementary and text books.

The Company continued to focus on its digital and service initiatives during the year. Mylestone the curriculum solution gained further acceptance in the market including its first overseas school in the Middle East. The Company entered into partnership with PDM Inc for its Pre-K product Nuri Nori which was launched during the year and has gained foothold in the pre-K market. The Company also launched "Test Coach" the mock test app for students appearing for various vacancy examinations. This too has had a good response from students in the target areas. The coming financial year we will see the launch of two products i.e "Learnflix", the personalized learning app for students and "SmartK", the NCERT based Pre-K curriculum. The Company has further strengthened its Virtual Reality content portfolio with middle school content also being provided to students under the brand "VRX" along with the Science books in the segment.

3. DIVIDEND

In the absence of profits, the Company is not proposing any dividend for financial year 2018-19. There is no amount proposed to be transferred to reserve.

4. MATERIAL CHANGESA ND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDO F THE FINANCIAL YEARTO WHICH THIS FINANCIAL STATEMENTSRE LATE ANDT HE DATE OF REPORT

No material changes have occurred from the end of financial year which affects the financial position of the Company.

5. CHANGE IN THE NATUREO F BUSINESS

During the year under review, there has been no change in the nature of business.

6. DETAILS OF SIGNIFICANTA ND MATERIAL ORDERSPASSED BY THERE GULATORS/COURTS/TRIBUNALS

There are no significant material orders passed by any Regulator/Court/Tribunal against the Company which would impact the going concern status of the Company and its future operations.

7. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system and processes. Internal Control policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Internal Auditors of the Company M/s KPMG, Chartered Accountants, audited and reviewed the internal controls, operating systems, internal processes and procedures of the Company. The reports on findings of Internal Auditor have been reviewed by the Audit Committee periodically.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURESA ND ASSOCIATE COMPANIES

The Company has 11 (eleven) subsidiaries as on March 31, 2019. During the year, the Board of Directors reviewed the affairs of its subsidiaries. The Consolidated Financial Statements of your Company for the financial year 2018-19 are prepared in compliance with the applicable provisions of The Companies Act, 2013 ("Act"), IndAs and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") which shall be placed before the members in their ensuing Annual General Meeting ("AGM").

Subsidiaries:

a) Chhaya Prakashani Private Limited

Chhaya Prakashani Private Limited reported total revenue from operations of Rs. 1024.91 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 1162.13 millions in the previous financial year and reported a net profit (after tax) of Rs. 137.54 millions in financial year 2018-19 as compared to a net profit (after tax) of Rs. 258.04 millions in the previous financial year.

b) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported total revenue from operations of Rs. 1853.10 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 2045.11 millions in the previous financial year and reported a net profit (after tax) of Rs. 63.05 millions in financial year 2018-19 as compared to a net profit (after tax) of Rs. 246.15 millions in the previous financial year.

c) Nirja Publishers & Printers Private Limited

Nirja Publishers & Printers Private Limited reported total revenue from operations of Rs. 226.52 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 151.23 millions in the previous financial year and reported a net profit (after tax) of Rs. 39.79 millions in 2018-19 as compared to a net profit (after tax) of Rs. 32.94 millions in the previous financial year.

d) Indian Progressive Publishing Co Private Limited

Indian Progressive Publishing Co Private Limited reported total revenue from operations of Rs. 10.79 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 14.76 millions in the previous financial year and reported a net profit (after tax) of Rs. 3.13 millions in financial year 2018-19 as compared to a net profit (after tax) of Rs. 3.74 millions in the previous financial year.

e) Eurasia Publishing House Private Limited

Eurasia Publishing House Private Limited reported total revenue from operations of Rs. 8.07 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 20.50 millions in the previous financial year and reported a net profit (after tax) of Rs. 3.78 millions in financial year 2018-19 as compared to a net loss (after tax) of Rs. 22.24 millions in the previous financial year.

f) Blackie & Son (Calcutta) Private Limited

Blackie & Son (Calcutta) Private Limited reported total revenue from operations of Rs. 1.39 millions in the financial year 2018-19 as compared to the total revenue from operation of Rs. 1.87 millions in the previous financial year and reported net profit (after tax) of Rs. 1.04 millions in financial year 2018-19 as compared to a net profit (after tax) of Rs. 1.67 millions in the previous financial year.

g) S. Chand Edutech Private Limited

S. Chand Edutech Private Limited reported total revenue from operations of Rs. 12.05 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 0.55 millions in the previous financial year and reported a net loss (after tax) of Rs. 18.46 millions in financial year 2018-19 as compared to a net loss (after tax) of Rs. 1.16 millions in the previous financial year.

h) BPI (India) Private Limited

BPI (India) Private Limited reported total revenue from operations of Rs. 126.47 millions in the financial year 2018-19 as compared to total revenue from operation of Rs. 114.57 millions in the previous financial year and reported a net loss (after tax) of Rs. 26.61 millions in financial year 2018-19 as compared to a net profit (after tax) of Rs. 0.04 millions in the previous financial year.

i) DS Digital Private Limited

DS Digital Private Limited reported total revenue from operations of Rs. 201.35 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 218.27 millions in the previous financial year and reported a net loss (after tax) of Rs. 68.82 millions in financial year 2018-19 as compared to a net loss (after tax) of Rs. 29.37 millions in the previous financial year.

j) Safari Digital Education Initiatives Private Limited

Safari Digital Education Initiatives Private Limited reported total revenue from operations of Rs. 175.87 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 116.26 millions in the previous financial year and reported a net loss (after tax) of Rs. 143.04 millions in financial year 2018-19 as compared to a net loss (after tax) of Rs. 14.96 millions in the previous financial year. k) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenue from operations of Rs. 597.93 millions in the financial year 2018-19 as compared to total revenue from operations of Rs. 1577.05 millions in the previous financial year and reported a net loss (after tax) of Rs. 458.11 millions in financial year 2018-19 as compared to a net profit (after tax) of Rs. 98.33 millions in the previous financial year.

During the year under review, consequent upon the merger of Publishing Services Pvt. Ltd. with Chhaya Prakashani Pvt. Ltd., Publishing Services Pvt. Ltd. has ceased to exist with effect from August 07, 2018.

Associate:

a) Smartivity Labs Private Limited

Smartivity Labs Private Limited reported total revenues from operations of Rs. 173.91 millions in the financial year 2018-19 as compared to total revenues of Rs. 98.77 millions in the previous financial year and reported a net loss (after tax) of Rs. 44.71 millions in financial year 2018-19 as compared to a net loss (after tax) of Rs. 22.66 millions in the previous financial year.

In accordance with section 129 (3) of the Act a statement containing salient features of financial statements of each of the subsidiary in the prescribed Form AOC-1 is annexed to this report as Annexure-A. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary will be available on the website of the Company (www.schandgroup.com). These documents will also be available for inspection during business hours at the registered office of the Company.

9. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review within the purview of section 73 of the Act read with The Companies (Acceptance of Deposits) Rules, 2014. There is no unclaimed or unpaid deposits lying with the Company.

10. AUDITORS

Statutory Auditor

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Reg. No. 101049W/E300004) were appointed as Statutory Auditors of your Company at the AGM held on September 25, 2017 for a term of 5 (five) consecutive years subject to ratification by members at every AGM, if required by law. In accordance with The Companies (Amendment) Act, 2017, effective from May 07, 2018 the appointment of Statutory Auditors is not required to be ratified at every AGM. Accordingly, no such item has been considered in Notice of the 47th AGM.

The auditors report submitted by the Statutory Auditors on the financial statements of the Company for the year ended March 31, 2019 forms part of the Annual Report. The following qualification has been reported by the Statutory Auditors in the auditors report:

Qualification

According to the information and explanations given to us, following undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date of they become payable:

Name of the Statute Nature of the Dues Amount (Rs.) Period to which the amount relates Due Date Date of payment
Payment of Bonus_Act, 1965 Bonus INR 3.6 millions FY 14-15 and FY 15-16 Within 8 months from the date of closure of accounting year Not yet paid

Comment of the Board

Pursuant to The Payment of Bonus (Amendment) Act, 2015, wage ceiling for eligibility of employee for payment of bonus and ceiling of wages for bonus calculation had been increased. Therefore, additional employees of the Company got covered under payment of Bonus Act, 1961. Since, the said amended provisions were made applicable from the retrospective date, the bonus payable to said additional employees was calculated from retrospective date and dues with respect to employees who left the Company before the date of notification of aforesaid amendment act were showing outstanding as on the March 31, 2019. The Company is in the process of paying the outstanding bonus amount to employees and same will be paid during the financial year 2019-20.

The auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act and no comment of Board on audit report is required to be given.

Internal Auditor

During the year under the review, to ensure better governance, compliances and internal control over financial reporting and financial processes, the Company had re-appointed M/s KPMG, as Internal Auditors of the Company with effect from July 01, 2018 for a period of one year. They have been further re-appointed for another term of one year with effect from July 01, 2019.

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia, company secretary in practice (CP No. 2514) as the Secretarial Auditor. The secretarial audit report submitted by the Secretarial Auditor for the financial year 2018-19 is annexed as Annexure-B and forms an integral part of this report. There has been no qualification, reservation or adverse remark or disclaimer in their report. During the year under review, the Secretarial Auditor had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

11. EXTRACTSO F ANNUAL RETURN

The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 of the Act read with Rule 12 of The Companies (Management and Administration) Rules, 2014 is furnished in Annexure-C which forms part of this report. The Annual Return is also available on the website of the Company at www.schandgroup.com.

12. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND_OUTGO

The Company does not carry any manufacturing activity, thus, disclosure requirements under Section 134 (3) (m) of the Act read with Rule 8 (3) of The Companies (Accounts) Rules, 2014 are not applicable to the Company. However, wherever possible and feasible, continuous efforts have been made for conservation of energy and to minimize energy cost and to upgrade the technology with a view to increase the efficiency and to reduce cost of operations. The Company has not carried out any R&D activity during the year.

During the year under review,the Foreign Exchange earnings and outgo are as follows: i) Foreign Exchange earnings: Rs. 25.57 millions ii) Foreign Exchange outgo: Rs. 8.98 millions

13. DIRECTORSA ND KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by the Board comprising an optimum blend of Executives and Non-Executive Professional Directors. The Chairman of the Board is a Non-Executive, Independent Director. As on March 31, 2019, the Board of Directors consists of 8 (eight) Directors consisting of a Managing Director, Whole-time Director and 6 (six) Non-executive Directors, out of which 4 (four) are Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations and the relevant provisions of the Act.

All the Directors possess requisite qualifications and experience in corporate management, finance, banking and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors.

Mr. Himanshu Gupta has been re-appointed as Managing Director of the Company for a period of 5 (five) years with effect from May 22, 2019 subject to the approval of the members in the ensuing AGM. During the financial year 2018-19, Mr. Himanshu Gupta was disqualified pursuant to section 164(2) of the Act in relation to a company namely "Amenity Sports Academy Pvt. Ltd." Mr. Himanshu Gupta had filed a writ petition before the Honble High Court of Uttarakhand challenging the disqualification. Honble High Court of Uttarakhand permitted Mr. Himanshu Gupta to make necessary filing with Ministry of Corporate Affairs ("MCA") and comply the section 164 (2) of the Act. Thereafter, Mr. Himanshu Gupta completed the filing with respect to Amenity Sports and the said disqualification was removed by MCA. Accordingly, as on March 31, 2019 he stands free from any disqualification from being a Director.

Mr. Dinesh Kumar Jhunjhnuwala has been re-appointed as Whole-time Director of the Company for a period of 5 (five) years with effect from March 28, 2019 subject to the approval of the members in the ensuing AGM.

Mr. Rajagopalan Chandrashekar has been appointed as an Additional (Independent) Director on the Board of the Company with effect from July 23, 2018 for a term of 5 (five) consecutive years and his appointment was regularized by the members in the AGM held on September 25, 2018. Mr. Sanjay Gujral has been appointed as an Additional Director on the Board of the Company with effect from November 05, 2018 to hold office upto the date of ensuing AGM.

The Nomination and Remuneration Committee also confirmed that none of the aforesaid Directors are debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Due to pre-occupation and other commitments, Mr. Deep Mishra resigned from the Board with effect from November 05, 2018 and Mr. Sanjay Gujral resigned from the Board with effect from March 05, 2019. The Board placed on record its appreciation for the services rendered by them during their association with the Company.

In terms of Section 152 of the Act, Mr. Gaurav Kumar Jhunjhnuwala will retire by rotation at the ensuing AGM and is eligible for re-appointment. The Board recommends his re-appointment and the same is included in the notice of the ensuing AGM forming part of the Annual Report. Further, sub-section (13) of Section 149 of the Act, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to the Independent Directors. Hence, none of the Independent Directors retire at the ensuing AGM.

Independent Directors Declaration

The Independent directors have given a declaration that they meet the criteria of independence as prescribed under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

Board Evaluation

In compliance with the Act and Regulation 17 (10) of the Listing Regulations, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors for the year under review. The aspects covered in the evaluation included the contribution towards corporate governance and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation in the Board and Committee meetings. The evaluation involves evaluation of the Board members by the Board of Directors. The evaluation of the Independent Directors was based on their performance and fulfillment of criteria of independence as per the Listing Regulations and independence from the management. The Board of Directors expressed their satisfaction with the evaluation process.

Board Meetings

During the year under review, the Board of Directors met 6 (six) times, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

14. SCHEMEO F ARRANGEMENT

Pursuant to the provisions of section 230-232 and other applicable provisions of the Act read with The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of law for the time being in force and pursuant to the approval of the Audit Committee and the Board of Directors at its meeting held on November 17, 2017, the Company has filed a Composite Scheme of Arrangement amongst Blackie & Son (Calcutta) Private Limited, Nirja Publishers & Printers Private Limited, DS Digital Private Limited, Safari Digital Education Initiatives Private Limited and S Chand And Company Limited and their respective shareholders and creditors with BSE Limited and The National Stock Exchange of India Limited for their approval. The said restructuring scheme involves the following: a) amalgamation of Blackie & Son (Calcutta) Private Limited and Nirja Publishers & Printers Private Limited with and into Company; b) demerger of the education business of DS Digital Private Limited and Safari Digital Education Initiatives Private Limited with and into the Company; and c) amalgamation of remaining business of DS Digital Private Limited with and into Safari Digital Education Initiatives Private Limited. The Company has received certain observations of the stock exchanges and has filed responses for the same. The Composite Scheme of Arrangement is pending for approval of the stock exchanges.

15. DETAILSO F LOANS, GUARANTEESOR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the Note No. 5A, 5B, 5F and 49 respectively to the standalone financial statements.

16. RELATEDPART Y TRANSACTIONS

During the year under review, only two material related party transactions were entered by the Company. The details of the related party transaction as required under Section 134(3) (h) of the Act in Form AOC-2 is enclosed as Annexure-D.

The Company has revised its policy on related party transactions pursuant to The SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which is also available on Companys website at www.schandgroup.com. This policy deals with the review and approval of related party transactions.

17. INFORMATION REGARDING EMPLOYEESA NDRE LATEDD ISCLOSURES

The information required under Section 197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and annexed as Annexure-E.

Pursuant to Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of Rs. 1.02 crores or more, and every employee employed for part of the year and in receipt of Rs. 8.50 lakhs or more per month is attached as Annexure-F of this report.

Managerial Remuneration

The remuneration of Mr. Himanshu Gupta, Managing Director and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of the Company was fixed by the Board of Directors for a period of 2 (two) years (upto March 31, 2019).During the year under review, the Board of Directors at its meeting held on February 14, 2019 have re-affixed and approved the remuneration of Mr. Himanshu Gupta, Managing Director with effect from April 01, 2019 and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of the Company with effect from March 28, 2019 till the expiry of their respective terms subject to approval of the members in the ensuing AGM. There is no change in the existing remuneration of Mr. Himanshu Gupta and Mr. Dinesh Kumar Jhunjhnuwala.

The Company has incurred losses during the year under review, however the remuneration paid to Mr. Himanshu Gupta, Managing Director and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director is in accordance with requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

Sexual Harassment Policy

The Company has a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" ("POSH"). During the year under review, the Company has not received any sexual harassment complaint. The Company has an Internal Complaints Committee which has been constituted as per the provisions of POSH. This Committee deals with all the sexual harassment matters.

Details of ESOPS

The underlying objectives of Employees Stock Option Scheme 2012 (ESOP 2012) is to attract, motivate, retain and reward employees for high levels of individual performance and share the wealth that they have created for the Company and its members.

The relevant disclosures pursuant to Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014 and the Regulation 14 of The_Securities and Exchange Board of India (Share Based Employee Benefits), Regulations 2014 is given as Annexure-G.

18. RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of risk. The business risks inter-alia includes increase in raw material and printing cost, change in curriculum, higher borrowing cost, competition from other players and violation of intellectual property rights of the Company and current regulatory framework in the country. The risk management framework defines the risk management approach of the Company which includes periodic review of such risks, mitigation controls and reporting mechanism of such risks. The Board of Directors, Audit Committee and the senior management evaluates the operations to identify potential risks and take necessary actions to mitigate the same. The Company also has in place a Risk Management Policy and the Audit Committee ensures implementation of appropriate risk management framework for the Company.

19. CORPORATESO CIAL RESPONSIBILITY

Pursuant to section 135 of the Act, the Company has a Corporate Social Responsibility Committee ("CSR Committee"), which comprises of Mr. Desh Raj Dogra-Chairman and Independent Director, Mr. Himanshu Gupta, Managing Director and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director. The terms of references of the CSR Committee is provided in the Corporate Governance Report which forms part of this report.

The Annual Report on the CSR activities for the financial year 2018-19 is attached as Annexure-H and forms part of this report. The contents of the CSR policy is also available on the Companys website at www.schandgroup.com.

20. VIGIL MECHANISM

The Company has adopted the Vigil Mechanism by way of formulating a Whistle Blower Policy. The policy provides a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Head of Human Resources of the Company. The Whistle Blower Policy is available on the website of the Company at www.schandgroup.com.

21. CORPORATE GOVERNANCE

Your Company is committed to maintain the high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. In terms of Regulation 34 of the Listing Regulations, a report on the Corporate Governance along with a certificate of practicing company secretary on compliance is attached as Annexure-I and forms an integral part of this report.

22. MANAGEMENTD ISCUSSION ANDA NALYSIS

Management discussion and analysis report, highlighting the performance of the Company and its business prospects, is provided in a separate section and forms an integral part of this annual report.

23. AUDIT COMMITTEE

The Audit Committee comprises of three Non-Executive, Independent Directors, namely Ms. Archana Capoor (Chairperson-Non-Executive, Independent Director), Mr. Desh Raj Dogra (Member-Non-Executive, Independent Director) and Mr. Sanjay Vijay Bhandarkar (Member-Non-Executive, Independent Director). The details of the Audit Committee are included in the Corporate Governance Report.

24. NOMINATION ANDRE MUNERATION POLICY

The Board of Directors has a policy which lays down a framework in relation to remuneration to Directors, Key Managerial Personnel and senior management of the Company. The policy lays down the criteria for determining qualifications, positive attributes and independence of Board members, Key Managerial Personnel and employees.The objective of this policy is to attract and retain talent and to strike the right balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the goals of the Company. The Company has revised its Nomination and Remuneration Policy in line with The SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which is also available on Companys website at www.schandgroup.com.

25. MAINTENANCEO F COSTRE CORDS UNDERSE CTION 148_1_ OF THE COMPANIES ACT, 2013

The Company is not required to maintain cost records as per Section 148(1) of the Act.

26. COMPLIANCEO F SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards i.e. Secretarial Standard-1 Meeting of the Board of Directors and Secretarial Standard-2 General Meetings.

27. DIRECTORSRESPO NSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act, the Board hereby submits its responsibility statement:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(d) the Directors have prepared the annual accounts on a going concern basis;

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

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

28. ACKNOWLEDGMENTS

Your Directors wish to express their thanks to the members, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.

On behalf of the Board of Directors
For S Chand And Company Limited
Sd/- Sd/-
Himanshu Gupta Dinesh Kumar Jhunjhnuwala
Place: New Delhi Managing Director Whole-time Director
Date: August 10, 2019 DIN: 00054015 DIN: 00282988