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S Chand & Company Ltd.

BSE: 540497 Sector: Services
NSE: SCHAND ISIN Code: INE807K01035
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OPEN 365.05
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VOLUME 450
52-Week high 553.65
52-Week low 327.35
P/E 24.69
Mkt Cap.(Rs cr) 1,253
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 365.05
CLOSE 358.30
VOLUME 450
52-Week high 553.65
52-Week low 327.35
P/E 24.69
Mkt Cap.(Rs cr) 1,253
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 46th Annual Report together withAudited Financial Statements of the Company for the financial year ended March 312017.

1. FINANCIAL PERFORMANCE

Figures in ' Crores

Consolidated

Standalone

Abridged Profit And Loss Statement FY Ended 31st FY Ended 31st FY Ended 31st FY Ended 31st
March 2017 March 2016 March 2017 March 2016
Revenue from operations 684.15 537.60 301.35 279.56
Other income 1.33 3.06 1.50 2.77
Total Revenue 685.48 540.66 302.85 282.32
Profit before interest tax depreciation and amortization (EBIDTA) 172.21 128.09 57.64 38.01
Depreciation and amortization expenses 28.18 25.91 7.26 7.40
Finance cost 35.57 30.58 14.90 13.93
Interest income (0.63) (0.93) (7.95) (8.98)
Profit before tax minority interest and share of associate company 109.09 72.53 43.42 25.66
Exceptional items - (0.51) - -
Tax expense 43.60 23.74 16.32 9.39
Profit after tax and before minority interest and share of associate company 65.49 49.30 27.10 16.27
Share in loss of associate company (1.83) (2.72) - -
Profit for the year 63.66 46.58 27.10 16.27
Profit for the year attributable to Owners of the parent 58.20 46.57
Minority interest 5.46 (0.01) - -
Balance of profit brought forward from previous years 170.08 123.51 59.04 42.77
Net surplus in the statement of profit and loss account 228.29 170.08 86.14 59.04
Appropriations:
Interim equity dividend (1.01) - (1.01) -
Tax on interim equity dividend (0.20) - (0.21) -
Balance Carried to Balance Sheet 227.08 170.08 84.92 59.04

2. OPERATIONS

Your Company delivered a profitable growth performance during FY 2016-17 and furtherstrengthened its position in the educational content market. The Company on aconsolidated basis earned total revenues of ' 685.48 crores during the year as comparedto ' 540.66 crores in the previous year registering a year-on-year growth of 26.79%.

Revenue growth during the year was positively impacted by the acquisition of ChhayaPrakashani Private Limited which was consolidated with the group with effect from 06thDecember 2016 with a total contribution of ' 75 crores to consolidated revenues of FY2016-17 (previous year NIL). Profit (after tax) for the year on a consolidated basis forFY 2016-17 was ' 63.66 crores as compared to ' 46.58 crores in the previous year.

Your Company is amongst the largest education content company in the country accordingto Nielsen with a strong presence in the CBSE/ ICSE affiliated schools. We continue tofocus on expanding our reach across schools teachers and students using our nation-widedistribution network and by actively engaging with our customers. Your Company is thepreferred content partner for a large number of schools and educators with acomprehensive portfolio of print titles (including several subject best-sellers) anddigital content. During the year under review your Company introduced over 321 new titlesas well as modified and enriched several existing print titles with digital content andvideos. Currently over 20% of our total print titles are digitally enabled which helpsus to provide a more fulfilling learning experience to students.

In the year under review your Company successfully launched its curriculum managementbusiness under the brand "Mylestone" catering to classes K to 5. During theyear we signed up with 68 schools for the Mylestone product suite covering over 21000students. For the digital classroom product "Destination Success" your Companywas successful in signing up 1700 new classrooms during the year taking our totalcoverage to 4630 classrooms and covering over 185000 students.

Your Company has minority investments in five digital companies namely SmartivityLabs Private Limited Testbook Edusolutions Private Limited Edutor Technologies (India)Private Limited Gyankosh Solutions Private Limited and Next Door Learning SolutionsPrivate Limited. These companies continue to scale up their business and capture a largersize of the market. During the year under review three of these investee companies raisedfurther equity capital from financial investors while your Company continues to be aminority shareholder in these platforms in line with our strategy to support digitalplatforms that are supplementary to our content offering.

Your Company was also conferred with the "Business Superbrand" status bySuperbrands India which is valid till the end of calendar year 2017. This is arecognition of the strong brand equity and customer recall of the products of the S Chandgroup.

3. DIVIDEND

During the year your Board declared an interim dividend of ' 25 per share on 403304equity shares of face value of ' 5/- each for the financial year 2016-17. The said interimdividend was declared out of the accumulated profits of the Company. The said interimdividend has been paid to the members whose name were appearing in the Register of Membersas on April 28 2016.

Your Directors have recommended a final dividend of ' 1.25/- per share on 34839172equity shares of face value of ' 5/- each (ranking pari-passu to all the members) for thefinancial year 2016-17. Total outflow towards dividend (both interim and final) on equityshares for the year if approved and declared by the members at the ensuing Annual GeneralMeeting would be ' 6.45 crores (including dividend tax).

The dividend if approved at the ensuing Annual General Meeting will be paid to thosemembers whose names appear in the register of members of the Company as on September 182017.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF REPORT

Your Company completed its maiden initial public issue (Public Offer) of its equityshares after completion of financial year ending March 31 2017. The Public Offercomprised of 4850746 fresh equity shares and an offer for sale of 6023236 equityshares by existing members of the Company. The Public Offer opened for subscription on 26thApril 2017 (for Anchor Investors the Offer opened and closed on 25th April2017) and closed on 28th April 2017 and was oversubscribed to the extent of60.0646 times. Pursuant to the Public Offer equity shares of the Company got listed fortrading at the BSE Limited and National Stock Exchange of India Limited on May 09 2017.Out of proceeds of Public Offer your Company and its subsidiaries have prepaid their termloans equivalent to ' 255 crores which will reduce finance cost of the Company atconsolidated level in coming years.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

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

7. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial control system and processes. InternalControl policies and procedures have been adopted by the Company for ensuring the orderlyand efficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information. The Internal Auditorsof the Company M/s DHC Baker TillyChartered Accountants audited and reviewed the internal controls operating systems andprocedures of the Company . The reports on findings of Internal Auditor have been reviewedby the Audit Committee periodically.

8. DETAILS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has 12 (twelve) subsidiaries as on March 31 2017. During the year theBoard of Directors reviewed the affairs of its subsidiaries. The Consolidated FinancialStatements of your Company for the financial year 2016-17 are prepared in compliance withthe applicable provisions of the Companies Act 2013 Accounts Standards and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") which shall be placed before the members in their ensuing AnnualGeneral Meeting.

Subsidiaries:

a) Blackie & Son (Calcutta) Private Limited

Blackie & Son (Calcutta) Private Limited reported total revenues of ' 26.68 lakhsin the financial year 2016-17 as compared to the total revenues of ' 82.60 lakhs in theprevious financial year. The company has also reported a net profit (after tax) of ' 11.54lakhs in 2016-17 as compared to a net profit (after tax) of ' 5.90 lakhs in the previousfinancial year.

b) BPI (India) Private Limited

BPI (India) Private Limited reported total revenues of

' 14.17 crores in the financial year 2016-17 as compared to total revenues of ' 16.69crores in the previous financial year. The Company has also reported a net profit (aftertax) of ' 61.40 lakhs in 2016-17 as compared to a net loss (after tax) of ' 0.91 lakhs inthe previous financial year.

c) Chhaya Prakashani Private Limited

Chhaya Prakashani Private Limited became a subsidiary of the Company with effect from05th December 2016. It reported total revenues of ' 101.68 crores in thefinancial year 2016-17 as compared to total revenues of ' 127.01 crores in the previousfinancial year. The company reported a net profit (after tax) of ' 21.54 crores in 2016-17as compared to a net profit (after tax) of ' 30.68 crores in the previous financial year.

d) DS Digital Private Limited

DS Digital Private Limited reported total revenues of ' 29.32 crores in the financialyear 2016-17 as compared to total revenues of ' 23.43 crores in the previous financialyear. The company reported a net loss (after tax) of ' 6.59 crores in 2016-17 as comparedto a net loss (after tax) of Rs 3.31 crores in the previous financial year.

e) Eurasia Publishing House Private Limited

Eurasia Publishing House Private Limited reported total revenues of ' 2.12 crores inthe financial year 2016-17 as compared to total revenues of ' 2.22 crores in the previousfinancial year. The company reported a net loss (after tax) of ' 94.33 lakhs in 201617 ascompared to a net profit (after tax) of ' 13.48 lakhs in the previous financial year.

f) Publishing Services Private Limited

Publishing Services Private Limited reported total revenues of ' 2.06 crores in thefinancial year 201617 as compared to total revenues of ' 2.04 crores in the previousfinancial year. The company reported a net profit (after tax) of ' 15.53 lakhs in 2016-17as compared to a net profit (after tax) of ' 7.41 lakhs in the previous financial year.

g) Indian Progressive Publishing Co Private Limited

Indian Progressive Publishing Co Private Limited reported total revenues of ' 1.10crores in the financial year 2016-17 as compared to total revenues of ' 2.65 crores in theprevious financial year. The company

reported a net loss (after tax) of ' 10.87 lakhs in 201617 as compared to a net profit(after tax) of ' 34.77 lakhs in the previous financial year.

h) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenues of ' 143.26 croresin the financial year 2016-17 as compared to total revenues of ' 129.45 crores in theprevious financial year. The company reported a net profit (after tax) of ' 7.79 crores in201617 as compared to a net profit (after tax) of ' 10.64 crores in the previous financialyear.

i) Nirja Publishers & Printers Private Limited

Nirja Publishers & Printers Private Limited reported total revenues of ' 25.45crores in the financial year 2016-17 as compared to total revenues of ' 48.79 crores inthe previous financial year. The company reported a net profit (after tax) of ' 3.86crores in 2016-17 as compared to a net profit (after tax) of ' 12.59 crores in theprevious financial year.

j) S Chand Edutech Private Limited

S Chand Edutech Private Limited reported total revenues of ' 13.26 lakhs in thefinancial year 2016-17 as compared to total revenues of ' 60.15 lakhs in the previousfinancial year. The company reported a net loss (after tax) of ' 3.00 lakhs in 2016-17 ascompared to a net profit (after tax) of ' 73.49 lakhs in the previous financial year.

k) Safari Digital Education Initiative Private Limited

Safari Digital Education Initiative Private Limited reported total revenues of ' 6.63crores in the financial year 2016-17 as compared to total revenues of ' 3.22 crores in theprevious financial year. The company reported a net loss (after tax) of ' 3.24 crores in201617 as compared to a net loss (after tax) of ' 1.99 crores in the previous financialyear.

l) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported total revenues of ' 250.62 crores inthe financial year 201617 as compared to total revenues of ' 209.35 crores in the previousfinancial year. The company reported a net profit (after tax) of ' 17.96 crores in 2016-17as compared to a net profit (after tax) of ' 19.86 crores in the previous financial year.

During the year consequent to acquisition of majority stake in Chhaya PrakashaniPrivate Limited (Chhaya) two of wholly owned subsidiaries of Chhaya viz. PublishingServices Private Limited and Indian Progressive Publishing Co Private Limited have becomesubsidiaries of the Company. In accordance with section 129 (3) a statement containingsalient features of financial statements of each of the subsidiary in the prescribed FormAOC-1 is annexed to this report as Annexure-A. In accordance with Section 136 of theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited financialstatements of each of the subsidiary will be available on the website of the Company (www.schandgroup.com ). These documents will also beavailable 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 reviewwithin the purview of section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

10. AUDITORS

Statutory Auditor

Pursuant to Section 139 ofthe Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s S.R. Batliboi & Associates LLP CharteredAccountants (Firm Reg. No. 101049W) as the Statutory Auditors of the Company expires atthe conclusion of the ensuing Annual General Meeting of the Company. The Board ofDirectors of the Company at their meeting held on August 09 2017 on the recommendation ofthe Audit Committee have made its recommendation for re-appointment of M/s S.R. Batliboi& Associates LLP Chartered Accountants (Firm Reg. No. 101049W) as the StatutoryAuditors of the Company by the members at the forthcoming Annual General Meeting of theCompany for another term of 5 (five) years.

The Company has received a written consent and a certificate from auditors that theysatisfy the criteria provided under Section 141 of the Act and that their re-appointmentif made by the members shall be in accordance with the applicable provisions of the Actand rules framed thereunder. Accordingly pursuant to Section 139 of the Companies Act2013 a resolution proposing the appointment of M/s S.R. Batliboi & Associates LLPChartered Accountants (Firm Reg. No. 101049W) as the Statutory Auditors of the Company fora term of five consecutive years i.e. from the conclusion of the ensuing 46thAnnual General Meeting till the conclusion of 51st Annual General Meeting ofthe Company to be held in 2022 forms part of the Notice of the ensuing Annual GeneralMeeting of the Company.

The auditor's report submitted by the Statutory Auditors on the financial statements ofthe Company for the year ended March 31 2017 forms part of the Annual Report. There hasbeen no qualification reservation or adverse remark or disclaimer in their report. Theauditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3)(ca) of the Act and no comment ofBoard on audit report is required to be given.

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia Company Secretary in Practice (CP No. 2514) asSecretarial Auditor. The secretarial audit report submitted by the Secretarial Auditor forthe financial year 2016-17 is annexed as Annexure-B and forms an integral part of thisreport.

There has been no qualification reservation or adverse remark or disclaimer in theirreport. During the year under review the Secretarial Auditor had not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(ca) of the Act.

11. CHANGES IN SHARE CAPITAL

During the year under review the authorised and paid up equity share capital of theCompany was restructured in order to increase the capital base of the Company. TheCompany with approval of the members in the general meeting sub-divided share capital ofthe Company from ' 10/- per equity share to ' 5/- per equity share and also increased itsauthorised share capital to ' 200000000 (Twenty Crores) divided into 40000000 (FourCrores) equity shares of ' 5/- each. During the year the Company issued 29441192 bonusequity shares of ' 5/- each. Post issue of bonus shares the issued subscribed and paidup equity share capital of the Company as on March 31 2017 was ' 149222480 divided into29844496 equity shares of face value of ' 5/- each.

12. EXTRACTS OF ANNUAL RETURN

The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is attached as Annexure- C which forms part of this report.

13. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO

The Company does not carry any manufacturing activity thus disclosure requirementsunder Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 (3) of the CompaniesAccounts Rules 2014 are not applicable to the Company. However wherever possible andfeasible continuous efforts have been made for conservation of energy and to minimizeenergy cost and to upgrade the technology with a view to increase the efficiency and toreduce cost of operations. The Company has not carried out any R&D activity during theyear.

During the year under review the Foreign Exchange earnings and outgo are as follows:

i) Foreign Exchange earnings: ' 28104788/-

ii) Foreign Exchange outgo: ' 6568843/-

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company is managed and controlled by the Board comprising an optimum blend ofExecutives and NonExecutive Professional Directors. As on March 31 2017 the Board ofDirectors consists of 8 (eight) Directors consisting of a Managing Director Whole timeDirector and 6 (six) Nonexecutive Directors out of which 3 (three) are IndependentDirectors (including one Woman Director). The composition of the Board is in conformitywith Regulation 17 of the Listing Regulations and the relevant provisions of the CompaniesAct 2013. All the Directors possess requisite qualifications and experience in generalcorporate management finance banking and other allied fields which enable them tocontribute effectively to the Company in their capacity as Directors of the Company.

Appointment

Pursuant to Section 2(47) 149 of the Companies Act 2013 and Regulation 17 of theListing Regulations Mr. Desh Raj Dogra Mr. Sanjay Vijay Bhandarkar and Ms. ArchanaCapoor

have been appointed as the Independent Directors on the Board of the Company witheffect from November 10 2016 for a term of five years.

Resignation

Due to pre-occupation and other commitments Ms. Nirmala Gupta Ms. Neerja Jhunjhnuwalaand Ms. Ankita Gupta resigned from the Board with effect from May 20 2016 and Mr. VishalSharma resigned with effect from November 23 2016. The Board placed on record itsappreciation for the services rendered by them during their association with the Company.

Further during the year Ms. Savita Gupta and Mr. Gaurav Kumar Jhunjhnuwala resignedfrom the position of Wholetime Directors but continued to act as Non-Executive Directors.

Retirement by rotation

In terms of section 152 of the Companies Act 2013 Ms. Savita Gupta will retire byrotation at the ensuing Annual General Meeting ("AGM") and is eligible forre-appointment. The Board recommends her re-appointment and the same is included in thenotice of the ensuing AGM forming part of the Annual Report.

Further sub-section (13) of Section 149 provides that the provisions of retirement byrotation as defined in subsections (6) and (7) of Section 152 of the Companies Act 2013shall not apply to the Independent Directors. Hence none of the Independent Directorsretire at the ensuing AGM.

Independent Directors' Declarations

The Independent directors have given a declaration that they meet the criteria ofindependence as prescribed under section 149(6) of the Companies Act 2013.

Board Evaluation

In compliance with the Companies Act 2013 and Regulation 17 (10) of the ListingRegulations the Board has carried out an evaluation of its own performance Committeesand performance of individual Directors for the year under review. The aspects covered inthe evaluation included the contribution to and monitoring of corporate governancepractices participation in the long-term strategic planning and the fulfilment ofDirectors' obligations and fiduciary responsibilities including but not limited toactive participation at the Board and Committee meetings. The evaluation involvesself-evaluation by the Board Members and subsequent assessment by the Board of Directors.The Board of Directors expressed their satisfaction with the evaluation process.

Board Meetings

During the year under review the Board of Directors met 10 (ten) times details ofwhich 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 theCompanies Act 2013 and the Listing Regulations.

15. DETAILS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Note No. 14 33 and 12 respectively to thestandalone financial statements.

16. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on related party transactions which is alsoavailable on Company's website at www.schandgroup.com . This policy deals with the reviewand approval of related party transactions.

During the year under review all related party transactions entered by the Companywere in ordinary course of the business and on arm's length basis. No material relatedparty transactions were entered during the financial year by the Company. Accordingly thedisclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC 2 is not applicable to your Company.

17. INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms part of this Report and annexed as Annexure-D.

During the year under review there are employees drawing remuneration aggregating tomore than ' 10200000 (Rupees One Crore Two Lakhs) per annum employed for whole of thefinancial year or ' 850000 (Rupees Eight Lacs Fifty Thousand) per month employed for apart of the year. The disclosure pursuant to Rule 5 (2) the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisReport and annexed as Annexure-E.

Managerial Remuneration

During the year under review the Board of Directors in their meeting held on May 202016 restructured the remuneration of the Directors of the Company in accordance withsection 196 of the Companies Act 2013 read with applicable rules thereunder details ofwhich are given in the notes to financial statements of the Company forming part of thisreport.

Sexual Harassment Policy

The Company has a Policy on "Prevention of Sexual Harassment ofWomen atWorkplace"and matters connected therewith or incidental thereto covering all theaspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013". During the year under reviewthere was no sexual harassment complaint reported to the Board.

Details of ESOPS

The underlying objectives of Employees Stock Option Scheme 2012 (ESOP 2012) is toattract motivate retain and reward employees for high levels of individual performanceand share the wealth that they have created for the Company and its members. During theyear under review the Company had granted 156954 stock options to the employees of theCompany and its subsidiaries.

However none of the option holders have exercised the vested options during the yearunder review and no shares were allotted pursuant to the exercise of stock options.Relevant disclosures pursuant to Rule 12(9) of Companies (Share Capital and Debentures)Rules 2014 and the Regulation 14 of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulation 2014 is given as Annexure-F.

18. RISK MANAGEMENT

During the year under review the Company has identified and evaluated elements ofrisk. The business risks inter-alia includes increase in raw material and printing costchange in curriculum higher borrowing cost competition from other players and violationof intellectual property rights of the Company. The risk management framework defines therisk management approach of the Company which includes periodic review of such risksmitigation controls and reporting mechanism of such risks. The Board of Directors

Audit Committee and the senior management evaluates the operations to identifypotential risks and take necessary actions to mitigate the same. The Company also has inplace a Risk Management Policy and the Audit Committee to ensure implementation ofappropriate risk management framework for the Company.

19. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act 2013 the Company has a Corporate SocialResponsibility Committee ("CSR Committee") which comprises Mr. Desh Raj Dogra-Chairman and Independent Director Mr. Himanshu Gupta Managing Director and Mr. DineshKumar Jhunjhnuwala Whole-time Director and Mr. Deep Mishra Non-Executive Director. Theterms of references of the CSR Committee is provided in the Corporate Governance Reportwhich forms part of this report.

The Company has formulated a Corporate Social Responsibility Policy which is availableon the website of the Company at www.schandgroup.com . The Annual Report on the CSRactivities is attached as Annexure-G forming part of this report.

During the year under review the Company has contributed an amount of ' 2719186/- ascompared to the recommended amount of ' 3440000/- by the CSR Committee. The contributedamount is less than the aggregate of 2% average net profits of the Company in thepreceding three years. The Company has made CSR initiatives through registeredtrusts/societies in the following programmes/projects:

i) Promoting education including special education and employment enhancing vocationalskills especially among children women elderly and the differently abled and livelihoodenhancement projects; and

ii) Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation including contribution to the Swach Bharat Kosh setup by the Central Governmentfor the promotion of sanitation and making available safe drinking water;

20. VIGIL MECHANISM

The Company has adopted the Vigil Mechanism by way of formulating a Whistle BlowerPolicy. The policy provides a formal mechanism to the Directors and employees to reporttheir concerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code

of Conduct or ethics policy. The Policy also provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Head of Human Resources of the Company. The Whistle Blower Policy is available onthe website of the Company at www.schandgroup.com .

21. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India. In terms of Regulation 34 of the Listing Regulations a report on the CorporateGovernance along with a certificate of practicing company secretary on compliance isattached as Annexure-H and forms an integral part of the report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

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

23. AUDIT COMMITTEE

The Audit Committee comprises of two Independent Directors and one Non-ExecutiveDirector namely Mr. Desh Raj Dogra (Chairman-Non-Executive Independent Director) Ms.Archana Capoor (Member- Non-Executive Independent Director) and Mr. Deep Mishra(Member-NonExecutive Non-Independent Director). The details of the Audit Committee areincluded in the Corporate Governance Report.

24. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration to Directors Managerial Personnel and senior management of the Company. Thepolicy lays down the criteria for selection and appointment of Board members KeyManagerial Person and employees.

25. DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility statement:

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

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

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

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

26. ACKNOWLEDGMENTS

Your Directors wish to express their thanks to members bankers financialinstitutions customers suppliers government and other regulatory authorities for theircontinued support. Your Directors place on record their appreciation to the employees atall 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
Managing Director Whole-time Director
DIN: 00054015 DIN: 00282988
Place: New Delhi
Date: August 09 2017