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S Chand & Company Ltd.

BSE: 540497 Sector: Services
NSE: SCHAND ISIN Code: INE807K01035
BSE 00:00 | 07 Dec 189.00 -7.35
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NSE 00:00 | 07 Dec 187.35 -9.05
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OPEN 196.00
PREVIOUS CLOSE 196.35
VOLUME 6272
52-Week high 205.00
52-Week low 92.20
P/E 22.61
Mkt Cap.(Rs cr) 665
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 196.00
CLOSE 196.35
VOLUME 6272
52-Week high 205.00
52-Week low 92.20
P/E 22.61
Mkt Cap.(Rs cr) 665
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S Chand & Company Ltd. (SCHAND) - Director Report

Company director report

DEAR MEMBERS

Your Directors are pleased to present the 51st Annual Reporttogether with Audited Financial Statements of the Company for the financial year endedMarch 31 2022.

1. FINANCIAL PERFORMANCE

Figures in Rs. Millions

Consolidated

Standalone

Abridged Profit And Loss Statement FY Ended 31st_March 2022 FY Ended 31st_March 2021 FY Ended 31st_March 2022 FY Ended 31st_March 2021
Revenue from operations 4809.30 4252.23 1699.66 1430.39
Other income 143.47 201.25 190.08 216.20
Total Revenue 4952.77 4453.48 1889.74 1646.59
Profit/(Loss) before finance cost tax depreciation and amortization (EBIDTA) 757.19 748.21 319.99 282.64
Depreciation and amortization expenses 420.62 416.21 81.12 88.66
Finance cost 273.59 323.14 121.61 156.98
Profit/(Loss) before tax minority interest and share of associate company 62.98 8.86 117.26 37.00
Exceptional items (12.08) (2.43) - (5.00)
Tax expense (34.76) 64.71 28.56 9.76
Profit/(Loss) after tax and before minority interest and share of associate company 85.66 (58.28) 88.70 22.24
Share in loss of associate company (5.26) (6.65) - -
Profit/(Loss) for the year 80.40 (64.93) 88.70 22.24
Other Comprehensive income/(Loss) 6.89 17.11 3.12 6.95
Total Comprehensive Income/(Loss) for the year 87.29 (47.82) 91.82 29.19
Total Comprehensive Income/(Loss) for the year attributable to
- Owners of the parent 117.32 (41.05)
- Minority interest (30.03) (6.77)
Balance of profit brought forward from previous years 1454.84 1518.85 1064.27 1035.08
Net surplus/(Loss) in the statement of profit and loss account 111.85 (57.66) 88.70 22.24
Other Comprehensive income/(Loss) 5.47 16.61 3.12 6.95
Appropriations:
Equity dividend - - - -
Tax on Equity dividend - - - -
Adjustments relating to subsidiary companies - - - -
Transfer to Debenture redemption reserve - 22.96 - -
Balance Carried to Balance Sheet 1572.16 1454.84 1156.09 1064.27

2. OPERATIONS

The Company has reported revenue from operations of Rs. 1699.66million in comparison to the previous year revenue from operation of Rs._1430.39 millionan increase in revenue by 19% YoY. The Company has reported strong increase in the netprofit (after tax) to Rs. 88.70 million as compared to a net profit (after tax) of Rs.22.24 million in the previous year. The increase in sales was despite the impact of thetwo Covid waves that we endured during the year. The increase in profitability was despitethe pressure from raw material costs normalized employee costs and normalized Selling andAdministrative expenses in FY22 vs FY21.

The Company was able to increase efficiency in working capital throughinventory management and better trade receivable management. The Company reported year endreceivables of Rs. 1177.38 million vs. Rs. 1354.09 million in spite of Rs. 269.27million higher sales in the year. Year ending Inventories reduced to Rs. 393.61 millionfrom Rs. 451.34 million. The Company also reduced long term borrowings during the year toRs. 285.33 million from Rs. 388.57 million last year and reduced short term borrowingsduring the year to Rs. 427.63 million from Rs. 546.95 million last year. Total Borrowingsreduced by Rs. 222.56 million during the year.

The Company expects to achieve higher revenue and profitability growthin the next financial year driven by a normal sales season not impacted by any futureCovid waves. There will also be a 12%-15% price hike on the product portfolio given therise in paper costs over the past 12 months.

Increase in product pricing controlled operating expenses reducedsales returns and reduction in working capital should drive our cash flows for financialyear 2022-23.

Additionally the Company is also focusing on preparing for theNational Curriculum Framework to be announced and mapping its content repository accordingto the changes envisaged in the New Education Policy 2020.

The application filed by the Company with Hon'ble National CompanyLaw Tribunal New Delhi Bench ("NCLT") for demerger of Education businessfrom DS Digital Private Limited and the demerger of education business of Safari DigitalEducation Initiatives Private Limited into the Company along with the amalgamation of thewholly owned subsidiaries Nirja Publishers & Printers Private Limited and Blackie andSon (Calcutta) Private Limited with the Company having_appointed date of 1stApril 2017 is still under process and in the final stages. We expect the final closure tohappen during financial year 2022-23.

3. DIVIDEND

Pursuant to Regulation 43A of The Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") (as amended) the Board of Directors of your Company has formulateda Dividend Distribution Policy. The policy is available on web-linkhttps://schandgroup.com/wp-content/uploads/Dividend-Distribution-Policy.pdf.

After considering the parameters as specified in Divided DistributionPolicy of the Company and due to inadequate profits and future requirements for workingcapital the Board of Directors of your Company has not recommended any dividend for thefinancial year ended March 31 2022.

Pursuant to Rule 7(2A) of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 (as amended) Mr. JagdeepSingh has been appointed as the Nodal Officer of the Company. The details of the NodalOfficer and the unpaid and unclaimed amounts are available on the website of the Companyat www.schandgroup.com/investors/.

4. TRANSFER TO RESERVES

The Board of Directors of your Company has not proposed to transfer anyamount to the Reserves.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2021 22AND THE DATE OF THIS REPORT

There have been no material changes and commitments which affect thefinancial position of the Company have occurred between the end of the financial year2021-22 and the date of this Report.

6. CHANGE IN THE NATURE OF BUSINESS

During the year under review there has been no change in the nature ofbusiness.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS/COURTS/TRIBUNALS

No significant and material orders were passed by anyRegulators/Courts/Tribunals.

8. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system andprocesses. Internal Control policies and procedures have been adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The Internal Auditors of the Company M/sKPMG Chartered Accountants audited and reviewed the internal controls operatingsystems internal processes and procedures of the Company. The reports on findings ofInternal Auditor have been reviewed by the Audit Committee periodically.

9. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATECOMPANIES

On July 01 2021 Safari Digital Education Initiatives Private Limiteda wholly owned subsidiary of the Company acquired 90% of total equity share capital ofConvergia Digital Education Private Limited ("Convergia"). AccordinglyConvergia became the subsidiary of the Company with effect from July 01 2021.

Eurasia Publishing House Private Limited ("Eurasia")a wholly owned subsidiary of the Company has been amalgamated with Chhaya PrakashaniLimited a wholly owned subsidiary of the Company vide Hon'ble National Company LawTribunal Kolkata Bench order dated April 21 2022. The scheme of Amalgamation waseffective from the appointed date (i.e. April 01 2020) but operative with effect from May04 2022 (i.e. the date of filing the certified copy of NCLT order by Transferor andTransferee Company with the Registrar of Companies). Accordingly Eurasia ceased to besubsidiary of the Company with effect from May 04 2022.

As on March 31 2022 the Company had 13 (Thirteen) subsidiaries and 1(One) associate Company. The Board of Directors reviewed the affairs of its subsidiariesand associate for the financial year 2021-22. The Consolidated Financial Statements ofyour Company for the financial year 2021-22 are prepared in compliance with the applicableprovisions of The Companies Act 2013 ("the Act") The Companies (IndianAccounting Standards) Rules 2015 and the Listing Regulations as amended from time totime which shall be placed before the members in their ensuing Annual General Meeting("AGM").

Subsidiaries: a) Blackie & Son (Calcutta) Private Limited

Blackie & Son (Calcutta) Private Limited reported total revenuefrom operations of Rs. 0.57 millions in the financial year 2021-22 as compared to totalrevenue from operations of Rs. 0.62 millions in the previous financial year and reported anet profit (after tax) of Rs. 0.45 millions in financial year 2021-22 as compared to a netprofit (after tax) of Rs. 0.81 millions in the previous financial year.

b) BPI (India) Private Limited

BPI (India) Private Limited reported total revenue from operations ofRs. 76.44 millions in the financial year 2021-22 as compared to total revenue fromoperations of Rs. 57.90 millions in the previous financial year and reported a net loss(after tax) of Rs. 21.18 millions in financial year 2021-22 as compared to a net loss(after tax) of Rs. 28.21 millions in the previous financial year.

c) Chhaya Prakashani Limited (Formerly Chhaya Prakashani PrivateLimited)

As mentioned above Eurasia Publishing House Private Limited a whollyowned subsidiary of the Company has been amalgamated with Chhaya Prakashani Limited("Chhaya") with appointed date April 01 2020. Therefore the financials ofChhaya for the previous year i.e. (Financial Year 2020-21) was restated to give effect tothe said Amalgamation.

Chhaya Prakashani Limited reported total revenue from operations of Rs.863.27 millions in the financial year 2021-22 as compared to total revenue from operationsof Rs. 752.08 millions in the previous financial year and reported a net profit (aftertax) of Rs. 175.19 millions in financial year 2021-22 as compared to a net profit (aftertax) of Rs. 148.93 millions in the previous financial year.

d) Convergia Digital Education Private Limited

Financial Year 2021-22 is the first year of commercial operations ofthe Convergia Digital Education Private Limited. During the financial year 2021-22Convergia reported total revenue from operations of Rs.144.84 millions and a net loss(after tax) of Rs. 81.11 millions.

e) DS Digital Private Limited

DS Digital Private Limited reported total revenue from operations ofRs. 49.37 millions in the financial year 2021-22 as compared to total revenue fromoperations of Rs. 83.03 millions in the previous financial year and reported a net profit(after tax) of Rs.27.35 millions in financial year 2021-22 as compared to a net loss(after tax) of Rs. 109.15 millions in the previous financial year.

f) Edutor Technologies India Private Limited

Edutor Technologies India Private Limited reported total revenue fromoperations of Rs. 20.49 millions in the financial year 2021-22 as compared to totalrevenue from operations of Rs. 42.77 millions in the previous financial year and reporteda net loss (after tax) of Rs. 28.68 millions in financial year 2021-22 as compared to anet profit (after tax) of Rs. 12.21 millions in the previous financial year.

g) Eurasia Publishing House Private Limited

Amalgamated with Chhaya Prakashani Limited vide Hon'ble NationalCompany Law Tribunal Kolkata Bench order dated April 21 2022.

h) Indian Progressive Publishing Co Pvt Ltd

Indian Progressive Publishing Co Pvt Ltd reported total revenue fromoperations of Rs. 5.46 millions in the financial year 2021-22 as compared to total revenuefrom operations of Rs. 9.40 millions in the previous financial year and reported a netprofit (after tax) of Rs. 2.61 millions in financial year 2021-22 as compared to a netprofit (after tax) of Rs. 3.71 millions in the previous financial year.

i) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenue fromoperations of Rs. 893.58 millions in the financial year 2021-22 as compared to totalrevenue from operations of Rs. 782.34 millions in the previous financial year and reporteda net profit (after tax) of Rs. 238.79 millions in financial year 2021-22 as compared to anet loss (after tax) of Rs. 42.51 millions in the previous financial year.

j) Nirja Publishers & Printers Private Limited

Nirja Publishers & Printers Private Limited reported total revenuefrom operations of Rs. 3.41 millions in the financial year 2021-22 as compared to totalrevenue from operations of Rs. 6.66 millions in the previous financial year and reported anet profit (after tax) of Rs. 24.30 millions in financial year 2021-22 as compared to anet profit (after tax) of Rs. 29.90 millions in the previous financial year.

k) S. Chand Edutech Private Limited

S. Chand Edutech Private Limited reported total revenue from operationsof Rs. 11.04 millions in the financial year 2021-22 as compared to total revenue fromoperations of Rs. 8.91 millions in the previous financial year and reported a net loss(after tax) of Rs. 33 millions in financial year 2021-22 as compared to a net loss (aftertax) of Rs. 39.80 millions in the previous financial year.

l) Safari Digital Education Initiatives Private Limited

Safari Digital Education Initiatives Private Limited reported totalrevenue from operations of Rs. 60.29 millions in the financial year 2021-22 as compared tototal revenue from operations of Rs. 180.89 millions in the previous financial year andreported a net profit (after tax) of Rs. 102.13 millions in financial year 2021-22 ascompared to a net loss (after tax) of Rs. 112.47 millions in the previous financial year.

m) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported total revenue fromoperations of Rs. 1482.95 millions in the financial year 2021-22 as compared to totalrevenue from operations of Rs. 1354.93 millions in the previous financial year andreported a net profit (after tax) of Rs. 51.90 millions in financial year 2021-22 ascompared to a net loss (after tax) of Rs. 68.64 millions in the previous financial year.

Associate: a) Smartivity Labs Private Limited

Smartivity Labs Private Limited reported total revenue from operationsof Rs. 226.81 millions in the financial year 2021-22 as compared to total revenue fromoperations of Rs._126.74 millions in the previous financial year and reported a net loss(after tax) of Rs. 35.95 millions in financial year 2021-22 as compared to a net loss(after tax) of Rs. 31.35 millions in the previous financial year.

In accordance with section 129 (3) of the Act a statement containingsalient features of financial statements of each of the subsidiary and associate in theprescribed Form AOC-1 is enclosed as Annexure-A. In accordance with Section 136 ofthe Act the audited financial statements including the consolidated financial statementsand related information of the Company and audited financial statements of each of itssubsidiary will be available on the website of the Company(www.schandgroup.com/investors/). These documents will also be available for inspectionduring business hours at the registered office of the Company.

The policy for determining material subsidiaries is available on thewebsite of the Company at www.schandgroup.com/investors/#corporate-policies. Forcontribution of the subsidiaries and associate in the overall performance of the Companyplease refer note 53 of the Consolidated Financial Statements forming part of this AnnualReport.

10.DEPOSITS

The Company has neither accepted nor renewed any deposits during theyear 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 withthe Company.

11.AUDITORS

Statutory Auditor

M/s. Walker Chandiok & Co LLP Chartered Accountants (FirmRegistration No. 001076N/N500013) were appointed as Statutory Auditors of the Company atthe Annual General Meeting ("AGM") held on September 28 2021 for a termof 5 (Five) consecutive years. Accordingly M/s._Walker Chandiok & Co LLP CharteredAccountants will hold office till the conclusion of 55th AGM of the Company tobe held in the year 2026. The auditors has not reported any matter under Section 143 (12)of the Act therefore no detail is required to be disclosed under Section 134 (3) (ca) ofthe Act and no comment of Board on the audit report is required to be given.

The auditor's report submitted by the Statutory Auditors on thestandalone and consolidated financial statements of the Company for the year ended March31 2022 forms part of the Annual Report. The auditor's report has followingqualification/modified opinion and disclaimer on which your directors have providedcomments as mentioned hereunder:

Standalone Financial Statements I. Qualification/Modified Opinion

The Auditors draw attention to note 62 of the standalone financialstatement the Company has a non-current investment in DS Digital Private Limited(‘DS Digital') a subsidiary of the Company amounting to INR 247.78 million (netof impairment of INR 55.00 million) and has loans and trade/ other receivablesrecoverable from such subsidiary company amounting to INR 149.56 million and INR 48.65million respectively as at 31st March 2022. DS Digital has been incurringoperational losses since earlier years as a result of which the net worth of suchsubsidiary company has been completely eroded. Management based on their internalassessment has assessed that the aforesaid recoverable balances are fully recoverable asat 31st March 2022 and hence no adjustments are required to be made to theaccompanying standalone financial statements. However in absence of sufficient andappropriate evidence to support management's assessment as above we are unable tocomment on the appropriateness of the carrying value of the aforesaid recoverable balancesas at 31st March 2022 and the consequential impact thereof on the accompanyingstandalone financial statements for the year ended 31st March 2022.

Comment of the Board

The Company has a non-current investment in the DS Digital PrivateLimited ("DS Digital") subsidiary of the Company amounting to INR 247.78million (net of impairment of INR 55 million) in the form of investment in equity sharesand preference shares as at 31st March 2022. Further there are loans andtrade/ other receivables recoverable from DS Digital amounting to INR 149.56 million andINR 48.65 million respectively. DS Digital has been incurring losses since earlier yearsand have eroded its net worth. The management has filed a composite Scheme of arrangement("the Scheme") (refer note below) having an appointed date as 1stApril 2017 with NCLT. As per the Scheme DS Digital would cease to exist as educationbusiness would get demerged into S Chand and the residual business of DS Digital would getmerged into Safari Digital Education Initiatives Private Limited ("SafariDigital"). Merger would bring synergies which will help the resulting entity (SafariDigital) to optimize the utilization of resources to exploit the anticipated businessopportunities more efficiently leading to financial strengthening. The Scheme has beenfiled with NCLT and due to the current scenario of COVID-19 and nationwide restrictionsthe hearing for this matter has been delayed. Management believes that the aforesaidrecoverable balances from DS Digital are good and recoverable as at 31st March2022 based upon an independent valuation of the Intellectual Property which the companyholds.

Note: The Company had filed Draft Composite Scheme of Arrangement on 09thJanuary 2018 amongst Blackie & Son (Calcutta) Private Limited ("Blackie")Nirja Publishers & Printers Private Limited ("Nirja") DS Digital PrivateLimited ("DS Digital") Safari Digital Education Initiatives Private Limited("Safari Digital") and S Chand And Company Limited (‘'S Chand")and their respective shareholders and creditors (Composite Scheme) with BSE Limited("BSE") and National Stock Exchange of India Limited ("NSE") underRegulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Circular no. CFD/DIL3/CIR/2017/21 dated 10 March 2017. The Scheme inter aliaincludes amalgamation of Blackie and Nirja with and into S Chand demerger of theeducation business of DS Digital & Safari Digital with and into S_Chand andamalgamation of residual business (after demerger) of DS Digital with and into SafariDigital. The Company had filed the Scheme with NCLT. NCLT vide its order dated 10 February2020 had directed to convene meetings of shareholders secured & unsecured creditorsof S_Chand and meeting of secured and unsecured creditors of Nirja and DS Digital("the meetings") for approval of the Scheme. However due to Covid19 pandemicand nationwide lockdown the meetings were deferred. NCLT vide its order dated 29 May 2020had directed to convene these meetings through video conferencing in the month of July2020. These meetings were convened through video conferencing on 17 July 2020 and 18 July2020. Respective creditors and shareholders have approved the Composite Scheme andthereafter Company has filed a second motion application with NCLT for approval of theComposite Scheme. The approval of NCLT is awaited.

II. Disclaimer/Emphasis of matter

We draw attention to note 61 of the standalone financial statementswhich describes the effects of uncertainties relating to the outbreak of Covid-19 pandemicand management's evaluation of its impact on the Company's operations and theaccompanying standalone financial statements of the Company as at the balance sheet datethe extent of which is significantly dependent on future developments. Our opinion is notmodified in respect of this matter.

Comment of the Board

The Company continues to review the situation that is unfolding due tothe Covid-19 pandemic and is regularly reassessing risks and impact on the operations ofthe Company. The Company has during the past year taken various measures to control costsoptimize Inventory and receivables. The liquidity position of the Company as on March 2022and upto the date of the approval of the financial statements has improved substantiallyas compared to March 2021 and the Company sees no risk in meeting its obligations and alsosees no material impact on the recovery from the customers and on its assets. Adequateprovisioning has been done where deemed necessary.

Consolidated Financial Statements I. Disclaimer/Emphasis of matter

We draw attention to note 60 of the consolidated financial statementswhich describes the effects of uncertainties relating to the outbreak of Covid-19 pandemicand management's evaluation of its impact on the Group's operations and theaccompanying consolidated financial statements of the Group as at the balance sheet datethe extent of which is significantly dependent on future developments.

Comment of the Board

The Company along with its subsidiaries on a consolidated basiscontinues to review the situation that is unfolding due to the Covid-19 pandemic and isregularly reassessing risks and impact on the operations of the company and each of thesubsidiaries. The Group has during the past year taken various measures to control costsoptimize Inventory and receivables. The liquidity position of the Group on a consolidatedbasis as on March 2022 and upto the date of the approval of the financial statements hasimproved substantially as compared to March 2021 and the Company on a consolidated basissees no risk in meeting its obligations and also sees no material impact on the recoveryfrom the customers and on its assets. Adequate provisioning has been done where deemednecessary.

Internal Auditor

During the year under the review to ensure better governancecompliances and internal control over financial reporting and financial processes theCompany appointed M/s KPMG as an Internal Auditors of the Company with effect from July01 2021 for a period of 1 (One) year.

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 theSecretarial Auditor for the financial year 2021-22 is annexed as Annexure-B andforms an integral part of this Annual Report. During the year under review theSecretarial Auditor had not reported any matter under Section 143 (12) of the Acttherefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

The Secretarial Audit report for the financial year 2021-22 hasfollowing qualifications on which your directors have provided comment as mentionedhereunder:

I. Qualification

The Board meeting held on June 22 2021 to consider inter-alia AuditedStandalone and Consolidated Financial Results for the quarter and year ended March 312021 and other matters was concluded at 12.40 P.M. The outcome in relation to the same wassubmitted after 30 minutes of closure of the meeting. There was a delay of approx. 30minutes. The same was in non-compliance with the provisions of Regulation 30 read withSchedule III of the SEBI LODR Regulation which provides that the outcome of Board meetingwith respect to financial results shall be submitted within 30 minutes of the closure ofthe Board meeting.

Comment of the Board

Due to Covid-19 pandemic the meeting was held through videoconferencing. Directors of the Company were sitting at different places and Auditors weresitting at some other place due to which there was a delay in receipt of Auditors Report.Further at the last moment there were some technical network issues while uploading theoutcome on Stock Exchange portal. In view of the above the outcome could not be submittedwithin the prescribed time period of 30 minutes. No action till date of this report istaken by Stock Exchanges. The delay caused in submission of outcome is unintentional andnot prejudicial to interest of investors.

II. Qualification

The Company issued Notice dated August 31 2021 for convening the 50thAnnual General Meeting to be held on 28-09-2021 it contains an item for appointment ofStatutory Auditors. But due to oversight disclosure as required under Regulation 36(5) ofLODR Regulation was missed out. The same was in non-compliance with the provisions ofRegulation 36(5) of SEBI LODR Regulations which provides that in the notice being sent toshareholders for an Annual General Meeting where the statutory auditor is proposed to beappointed/re-appointed the Company shall include the disclosures specified in the saidregulation as a part of the explanatory statement to the notice.

Comment of the Board

To comply with the requirements of Regulation 36(5) of ListingRegulations the Company issued addendum to the notice of the 50th AnnualGeneral Meeting on September 17 2021.

As per the requirements of the Listing Regulations SecretarialAuditors of the respective material subsidiaries of the Company have undertakensecretarial audits of these subsidiaries for FY 2021-22. The Audit Report confirms thatthe material subsidiaries have complied with the provisions of the Act Rules ListingRegulations and Guidelines and that there were no deviations or non-compliances.

12. WEB ADDRESS FOR ANNUAL RETURN

The Annual Return for the financial year 2021-22 will be made availableon the website of the Company at www.schandgroup.com/ investors/#annual-report.

13. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The Company is in the business of publishing and printing of books. Thebrief details about Conservation of energy and technology absorption are mentioned below:

A) Conservation of energy-

(i) the steps taken or impact on conservation of energy -

- The Company has rationalized the use of DG Set and structured theworking hours of its production facilities in such a manner where dependence on DG Set hasbeen reduced.

- In its offices lighting system has been efficiently used and overalluse of electricity has been minimized.

(ii) the steps taken by the Company for utilizing alternate sources ofenergy; Nil (iii) the capital investment on energy conservation equipment's; Nil

B) Technology absorption-

(i) the efforts made towards technology absorption- There was noadditional investment for technology absorption during the year under review. (ii) thebenefits derived like product improvement cost reduction product development or importsubstitution; Nil (iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)- Nil (iv) the expenditureincurred on Research and Development. Nil During the year under review the ForeignExchange earnings and outgo are as follows: i) Foreign Exchange earnings: Rs. 8.34millions ii) Foreign Exchange outgo: Rs. 7.61 millions

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by the Board comprising anoptimum blend of Executives and Non-Executive Professional Directors. The Chairman of theBoard is a Non-Executive Independent Director. As on March 31 2022 the Board ofDirectors consists of 7 (Seven) Directors consisting of a Managing Director a Whole-timeDirector and 5 (Five) Non-Executive Directors out of which 3 (Three) are IndependentDirectors. The composition of the Board is in conformity with Regulation 17 of the ListingRegulations and the relevant provisions of the Act. All the Directors possess requisitequalifications and experience in corporate management finance banking and other alliedfields which enable them to contribute effectively to the Company in their capacity asDirectors.

During the year under review there were following changes in thecomposition of Board of Directors.

Re-appointment

Mr. Desh Raj Dogra (DIN: 00226775) and Ms. Archana Capoor (DIN:01204170) were re-appointed as independent directors of the Company at the Annual GeneralMeeting held on September 28 2021 by passing special resolution for a second term of 5(Five) consecutive years commencing from November 10 2021 till November 09 2026.

Cessation

Mr. Sanjay Vijay Bhandarkar (DIN: 01260274) who was appointed as anindependent director of the Company at the Extra Ordinary General Meeting held on November10 2016 to hold office for a period of 5 (Five) years i.e. up to November 09 2021 didnot seek re-appointment for second term of 5 (Five) years and therefore he ceased to bedirector of the Company with effect from November 10 2021.

Director liable to retire by rotation

In terms of section 152 of the Act Mr. Gaurav Kumar Jhunjhnuwala (DIN:03518763) will retire by rotation at the ensuing AGM and being eligible offers himself forre-appointment. The Board recommended his re-appointment and the same is included in thenotice of the ensuing AGM.

Further sub-section (13) of Section 149 of the Act provides that theprovisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152of the Act shall not apply to the Independent Directors. Hence none of the IndependentDirectors will retire at the ensuing AGM.

Independent Directors' Declaration

The Independent Directors have given a declaration that they meet thecriteria of independence as prescribed under section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations. Further pursuant to Sub-rule (3) of Rule 6 of TheCompanies (Appointment & Qualifications of Directors) Rules 2014 the IndependentDirectors have successfully registered their names in the Data Bank of IndependentDirectors. The Independent Directors have also complied with the Code of Conduct forDirectors and senior management personnel. The Independent Directors have also confirmedthat they are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact the ability to discharge their duties with anobjective independent judgment and without any external influence and that they areindependent of the management.

Board Evaluation

In compliance with the Act and Regulation 17 (10) of the ListingRegulations the Board has carried out an evaluation of its own performance itsCommittees and performance of individual Directors for the year under review. The aspectscovered in the evaluation includes adherence of code of conduct and corporate governancepractices of the Company Professional qualification and experience especially experienceto relevant industry attendance and participation in the Board/Committee Meetings etc.The evaluation of the individual Director was done by all the Directors other than theDirector being evaluated and evaluation of the Board was done by all the Directors. Theevaluation of the Independent Directors was based on their performance and fulfillment ofcriteria of independence as per the Act and independence from the management.

Complete details of such evaluation are given in the CorporateGovernance Report that forms part of this Annual Report. The Board of Directors expressedtheir satisfaction with the evaluation process.

Board Meetings

During the year under review the Board of Directors met 8 (Eight)times details of which are given in the Corporate Governance Report that forms part ofthis Annual Report. The intervening gap between the meetings was within the periodprescribed under the Act and the Listing Regulations.

Integrity expertise and experience (including the proficiency) of theindependent directors

The details relating to skills competencies and expertise ofIndependent Directors are given in the Corporate Governance Report that forms part of thisAnnual Report. As on March 31 2022 the Company has 3 (Three) Independent Directorsnamely Mr. Desh Raj Dogra Ms. Archana Capoor and Mr. Rajagopalan Chandrashekar. All theindependent directors are able to read and understand the financial statements and havesuccessfully registered themselves with the Data Bank of Independent Directors asmaintained by The Indian Institute of Corporate Affairs. In the opinion of the Board allare proficient enough and understand business finance commercial and corporategovernance matters of the Company. Pursuant to the proviso to Rule 6(4) of The Companies(Appointment and Qualifications of Directors) Rules 2014 none of the independentdirector is required to pass online proficiency self-assessment test.

15. DETAILS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under theprovisions of Section 186 of the Act alongwith the purpose for which the loans orguarantees or securities are proposed to be utilized by the recipient are provided in theNote No. 8 9 14 and 54 to the standalone financial statements.

16. RELATED PARTY TRANSACTIONS

The disclosure of related party transactions as required under Section134(3)(h) of the Act in form AOC-2 is enclosed as "Annexure-C". ThePolicy on materiality of related party transactions and policy on dealing with the relatedparty transactions are available on the Company's website atwww.schandgroup.com/investors/#corporate-policies.

17. INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Act read with Rule5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Annual Report and annexed as Annexure-D.

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

Managerial Remuneration

The Nomination and Remuneration Committee by passing resolution bycirculation on August 26 2021 and Board of Directors at its meetings held on August 312021 and the members at the AGM held on September 28 2021 approved the revisedremuneration of Mr. Himanshu Gupta Managing Director and Mr. Dinesh Kumar JhunjhnuwalaWhole-time Director of the Company effective from July 01 2021 till the expiry of theirrespective terms.

During the financial year 2021-22 the following remuneration was paidto the Managerial Personnel: Mr. Himanshu Gupta - Rs. 18.67 million Mr. Dinesh KumarJhunjhnuwala - Rs. 14.68 million

Sexual Harassment Policy

The Company has zero tolerance for sexual harassment at the work placeand has adopted a Policy on "Prevention of Sexual Harassment of Women atWorkplace" in line with the provisions of "The Sexual Harassment of Women atWorkplace (Prohibition Prevention and Redressal) Act 2013" ("POSH"). TheCompany has an Internal Complaints Committee which has been constituted as per theprovisions of POSH and this Committee deals with all the sexual harassment matters. Thedisclosures in relation to POSH have been provided in the Corporate Governance Report.

Details of ESOPs

The underlying objectives of Employees Stock Option Scheme 2012 andEmployees Stock Option Plan 2018 are to attract motivate retain andfirewardemployees for high levels of individual performance and share the wealth that they havecreated for the Company and its members. Employees Stock Option Scheme 2012 and EmployeesStock Option Plan 2018 are in line with the Securities and Exchange Board of India (ShareBased Employee Benefits and Sweat Equity) Regulations 2021 ("SBEBRegulations").

The relevant disclosures pursuant to Rule 12(9) of The Companies (ShareCapital and Debentures) Rules 2014 and the Regulation 14 of the SBEB Regulations aregiven as Annexure-F. Relevant disclosures pursuant to Regulation 14 read with PartF of Schedule of I of SBEB Regulations are available on the website of the Company atwww.schandgroup.com.

18. RISK MANAGEMENT

During the year under review the Company has identified and evaluatedelements of risk. The business risks inter-alia impact of Covid 19 pandemic increase inraw material and printing cost change in curriculum change in education frameworkhigher borrowing cost competition from other players and violation of intellectualproperty rights of the Company and current regulatory framework in the country. The riskmanagement framework defines the risk management approach of the Company which includesperiodic review of such risks mitigation controls and reporting mechanism of such risks.The Risk Management Committee Board of Directors Audit Committee and the seniormanagement evaluates the operations to identify potential risks and take necessary actionsto mitigate the same. The Company also has in place a Risk Management Policy and the RiskManagement Committee ensures implementation of appropriate risk management framework forthe Company. The details relating to composition and terms of reference of Risk Managementcommittee are given in Corporate Governance Report that forms part of this Annual Report.

19. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Act the Company has a Corporate SocialResponsibility Committee ("CSR Committee") which comprises of Mr._DeshRaj Dogra-Chairman of the Board and Independent Director Mr. Himanshu Gupta ManagingDirector and Mr. Dinesh Kumar Jhunjhnuwala Whole-time Director. The terms of referencesof the CSR Committee are provided in the Corporate Governance Report which forms part ofthis Annual Report. The CSR policy of the Company is available on the Company'swebsite at www.schandgroup.com/investors/#corporate-policies. In order to align the CSRpolicy of the Company with the amendments in the CSR provisions as per The Companies(Corporate Social Responsibility Policy) Amendment Rules 2021 during the year underreview on the recommendation of the CSR Committee the Board of Directors of your Companyamended the CSR Policy of the Company.

Since the Company has reported net loss (as computed as per provisionsof Section 198 of the Act) during the financial year 2018-19 & 2019-20. Therefore theaverage net profit (as computed as per provisions of Section 198 of the Act) of theCompany made during the preceding three financial year (i.e. 2018-19 2019-20 &2020-21) is negative. In view of the same the Company was not required to spend anyamount on CSR activities during the financial year 2021-22.

The Annual Report on the CSR for the financial year 2021-22 is attachedas Annexure-G and forms part of this Annual Report.

20. VIGIL MECHANISM

The Company has adopted the Vigil Mechanism by way of formulating aWhistle Blower Policy. The policy provides a formal mechanism to the Directors andemployees to report their concerns about unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy. The Policy provides foradequate safeguards against victimization of employees and also provides for direct accessto the Chairperson of the Audit Committee. The Whistle Blower Policy is available on thewebsite of the Company at www.schandgroup.com/ investors/#corporate-policies.

21. CORPORATE GOVERNANCE

Your Company is committed to maintain the high standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by The Securitiesand Exchange Board of India. In terms of Regulation 34 of the Listing Regulations areport on the Corporate Governance along with a certificate of practicing companysecretary on compliance of conditions of Corporate Governance is attached as Annexure-Hand forms an integral part of this Annual Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis report highlighting the performanceof the Company and its business prospects is provided in a separate section and forms anintegral part of this Annual Report.

23. AUDIT COMMITTEE

The Audit Committee comprises of 3 (Three) Non-Executive IndependentDirectors namely Ms. Archana Capoor (Chairperson-Non-Executive Independent Director)Mr. Desh Raj Dogra (Member-Non-Executive Independent Director) and Mr. RajagopalanChandrashekar (Member-Non-Executive Independent Director). The details of the AuditCommittee are included in the Corporate Governance Report.

24. NOMINATION AND REMUNERATION POLICY

The Board of Directors has a policy which lays down a framework inrelation to appointment and remuneration to Directors Key Managerial Personnel and seniormanagement of the Company. The policy lays down the criteria for determiningqualifications positive attributes and independence and remuneration of Board membersKey Managerial Personnel and employees. The objective of this policy is to attract andretain talent and to strike the right balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the goals of the Company. TheNomination and Remuneration Policy is available on Company's website atwww.schandgroup.com/ investors/#corporate-policies.

During the year under review on the recommendation of the Nominationand Remuneration Committee the Board of Directors of your Company has made followingamendment in the Nomination and Remuneration Policy.

Point prior to Amendment Revised point
Point No. 8 (A) (ii) Point No. 8 (A) (ii)
Remuneration/compensation to Executive Directors (Managing Director and Whole-time Director) shall be divided into fix remuneration and variable remuneration. Fixed remuneration will be paid on monthly basis and variable remuneration will be paid on annual basis once variable component of remuneration is ascertained based on the performance of the Company. Remuneration/compensation to Executive Directors (Managing Director and Whole-time Director) shall be divided into fix remuneration and variable remuneration. Fixed remuneration will be paid on monthly basis and variable remuneration will be paid on annual basis once variable component of remuneration is ascertained based on the performance of the Company and its subsidiaries.

25. COMPLIANCE OF SECRETARIAL STANDARDS

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

26. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Act theBoard hereby submits its responsibility statement: a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for thatperiod; c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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) theDirectors have laid down internal financial controls to be followed by the Company andthat 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 allapplicable laws and that such systems are adequate and operating effectively.

27. STATUTORY DISCLOSURES

a) The Company is not required to maintain cost records as per Section148(1) of the Act. b) No application was made against the Company under the Insolvency andBankruptcy Code 2016 ("IBC 2016") during the year and no proceeding is pendingagainst the Company under IBC 2016 as at the end of financial year under report.

28. ACKNOWLEDGMENTS

Your Directors wish to express their thanks to the members bankersfinancial institutions customers suppliers government and other regulatory authoritiesfor their continued support. Your Directors place on record their appreciation to theemployees 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 09 2022 DIN: 00054015 DIN: 00282988

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