Director Report

DEAR MEMBERS,

Your Directors are pleased to present the 52^nd Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE

Figures in Rs. Million

2. OPERATIONS

The Company has reported revenue from operations of Rs. 2,235.23 million in comparison to the previous year's revenue from operation of Rs._1,699.66 million, an increase in revenue by 32% YoY. The Company has reported strong increase in the net profit (after tax) to Rs.145.17 million as compared to a net profit (after tax) of Rs. 88.70 million in the previous year. The increase in sales was on the back of volume growth with educational institutions reopening across the country and further enhanced by the increase in prices of books taken during the year to offset a sharp increase in paper prices. The increase in profitability was despite the pressure from raw material costs which saw huge escalation during the year.

The Company was able to increase efficiency in working capital through better trade receivable management and controlled inventory. The Company reported year end receivables of Rs. 1,199.63 million vs. Rs. 1,177.38 million in the last year which is higher by Rs. 22.25 million in spite of Rs. 535.57 million higher sales during the year. Year ending Inventories increased to Rs. 514.46 million from Rs. 393.61 million in the last year on the back of higher raw paper inventory at the year end.

The Company reduced long-term borrowings drastically during the year to Rs. 60.68 million from Rs. 285.33 million last year. Short-term borrowings increased during the year to Rs. 575.91 million from Rs. 427.63 million last year. Total Borrowings reduced by Rs. 76.37 million during the year.

The Company expects to achieve higher revenue and profitability growth in the next financial year driven by the announcement of the National Curriculum Framework (NCF) for Class 3^rd to Class 12^th during the year which should provide us a runway of strong growth for the next 2-3 years. Shareholders may take note that the NCF for classes K-2 has already been announced in October, 2022. Additionally, we are planning to take a 6%-8% price hike on the product portfolio during the year. Increase in product pricing, optimized operating expenses, reduced sales returns and reduction in working capital should drive our cash flows for financial year 2023-24.

3. DIVIDEND

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

After considering the parameters as specified in Divided Distribution Policy of the Company, the Board of Directors of the Company at its meeting held on May 30, 2023 recommended a final dividend of Rs. 3/- per shares to the equity shareholders of the Company for the financial year 2022-23. Final dividend if approved by the shareholders in the ensuring annual general meeting will be paid to all the shareholders whose names are appearing in the list of beneficial owners on the record date fixed for payment of dividend after deducting applicable withholding tax.

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

4. TRANSFER TO RESERVES

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

5. MATERIAL CHANGESA ND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THEE ND OF THE FINANCIAL YEAR 2022 23 AND THE DATE OF THISRE PORT

There have been no material changes and commitments, which affect the financial position of the Company have occurred between the end of the financial year 2022-23 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 of business.

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

The Hon'ble National Company Law Tribunal, New Delhi Bench III vide its order dated July 24, 2023 approved the Composite Scheme of Arrangement amongst Blackie & Son (Calcutta) Private Limited ("Blackie"), Nirja Publishers & Printers Private Limited ("Nirja"), DS Digital Private Limited ("DS Digital"), Safari Digital Education Initiatives Private Limited ("Safari") and S Chand And Company Limited ("the Company"), its respective members and creditors under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with the rules framed thereunder. The said scheme of arrangement is effective from the appointed date (i.e. April 01, 2017) but will be operative with effect from the date of filing of certified true copy of the order of the Hon'ble NCLT with the jurisdictional Registrar of Companies by the transferor and transferee companies. Accordingly, once the order becomes operative, Blackie, Nirja and DS Digital shall be deemed to be dissolved with effect from date of filing of order with the Registrar of Companies.

Scheme involves the following restructuring:

- Amalgamation of Nirja and Blackie with and into the Company;

- Demerger of educational Business of DS Digital and Safari with and into the Company;

- Amalgamation of DS Digital with residual business (business remaining after demerger of education business) with and into Safari.

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

8. 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 Company's 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. Haribhakti & Co. LLP, Chartered Accountants, audited and reviewed the internal controls, operating systems, internal processes and procedures of the Company. The reports on findings of Internal Auditors have been reviewed by the Audit Committee periodically.

9. DETAILS OF SUBSIDIARIES, JOINT VENTURESA ND ASSOCSIATE COMPANIES

Eurasia Publishing House Private Limited ("Eurasia"), a wholly owned subsidiary of the Company, has been amalgamated with Chhaya Prakashani Limited ("Chhaya"), a wholly owned subsidiary of the Company, vide the Hon'ble National Company Law Tribunal, Kolkata Bench order dated April 21, 2022. The scheme of amalgamation was effective from the appointed date (i.e. April 01, 2020) but operative with effect from May 04, 2022 (i.e. the date of filing the certified copy of NCLT order by Eurasia and Chhaya with the Registrar of Companies, West Bengal). Accordingly, Eurasia ceased to be subsidiary of the Company with effect from May 04, 2022.

Smartivity Labs Private Limited ceased to be an associate of the Company with effect from June 22, 2022.

As on March 31, 2023, the Company had 12 (Twelve) subsidiaries. The Board of Directors reviewed the affairs of its subsidiaries for the financial year 2022-23. The Consolidated Financial Statements of your Company for the financial year 2022-23 are prepared in compliance with the applicable provisions of The Companies Act, 2013 ("the Act"), The Companies (Indian Accounting Standards) Rules, 2015 and the Listing Regulations, as amended from time to time, which shall be placed before the members in the ensuing Annual General Meeting ("AGM").

a) Blackie & Son (Calcutta) Private Limited

Blackie & Son (Calcutta) Private Limited reported total revenue from operations of Rs. 0.94 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 0.57 million in the previous financial year and reported a net loss (after tax) of Rs. 0.05 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 0.45 million in the previous financial year.

b) BPI (India) Private Limited

BPI (India) Private Limited reported total revenue from operations of Rs. 43.18 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 76.44 million in the previous financial year and reported a net profit (after tax) of Rs. 7.20 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 21.18 million in the previous financial year.

c) Chhaya Prakashani Limited (Formerly Chhaya Prakashani Private Limited)

Chhaya Prakashani Limited reported total revenue from operations of Rs. 1,153.89 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 863.27 million in the previous financial year and reported a net profit (after tax) of Rs. 268.53 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 175.19 million in the previous financial year.

d) Convergia Digital Education Private Limited

Convergia Digital Education Private Limited reported total revenue from operations of Rs. 116.55 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 144.84 million in the previous financial year and reported a net loss (after tax) of Rs. 135.66 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 81.11 million in the previous financial year.

e) DS Digital Private Limited

DS Digital Private Limited reported total revenue from operations of Rs. 48.76 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 49.37 million in the previous financial year and reported a net loss (after tax) of Rs. 64.06 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 27.35 million in the previous financial year.

f) Edutor Technologies India Private Limited

Edutor Technologies India Private Limited reported total revenue from operations of Rs. 17.35 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 20.49 million in the previous financial year and reported a net loss (after tax) of Rs. 31.78 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 28.68 million in the previous financial year.

g) Indian Progressive Publishing Co Pvt Ltd

Indian Progressive Publishing Co Pvt Ltd reported total revenue from operations of Rs. 18.79 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 5.46 million in the previous financial year and reported a net profit (after tax) of Rs. 10.48 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 2.61 million in the previous financial year.

h) New Saraswati House (India) Private Limited

New Saraswati House (India) Private Limited reported total revenue from operations of Rs. 1,131.62 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 893.58 million in the previous financial year and reported a net profit (after tax) of Rs. 96.80 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 238.79 million in the previous financial year.

i) Nirja Publishers & Printers Private Limited

Nirja Publishers & Printers Private Limited reported total revenue from operations of Rs. 1.09 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 3.41 million in the previous financial year and reported a net profit (after tax) of Rs. 33.02 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 24.30 million in the previous financial year.

j) S. Chand Edutech Private Limited

S. Chand Edutech Private Limited reported total revenue from operations of Rs. 35.18 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 11.04 million in the previous financial year and reported a net loss (after tax) of Rs. 13.00 million in the financial year 2022-23 as compared to a net loss (after tax) of Rs. 33.00 million in the previous financial year.

k) Safari Digital Education Initiatives Private Limited

Safari Digital Education Initiatives Private Limited reported total revenue from operations of Rs. 26.36 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 60.29 million in the previous financial year and reported a net profit (after tax) of Rs. 14.21 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 102.13 million in the previous financial year.

l) Vikas Publishing House Private Limited

Vikas Publishing House Private Limited reported total revenue from operations of Rs. 1,829.69 million in the financial year 2022-23 as compared to total revenue from operations of Rs. 1,482.95 million in the previous financial year and reported a net profit (after tax) of Rs. 141.09 million in the financial year 2022-23 as compared to a net profit (after tax) of Rs. 51.90 million 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 enclosed 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 its subsidiary will be available on the website of the Company (www.schandgroup.com/investors/). These documents will also be available for inspection during business hours at the registered office of the Company.

The policy for determining material subsidiaries is available on the website of the Company at www.schandgroup.com/investors/#corporate-policies.

For contribution of the subsidiaries in the overall performance of the Company, please refer note 53 of the consolidated financial statements of the Company forming part of this Annual Report.

10. 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.

Statutory Auditor

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), were appointed as Statutory Auditors of the Company at the annual general meeting held on September 28, 2021, for a term of 5 (Five) consecutive years. Accordingly, M/s. Walker Chandiok & Co LLP, Chartered Accountants, will hold office till the conclusion of 55^th annual general meeting of the Company to be held in the year 2026. The Statutory 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) of the 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 the standalone and consolidated financial statements of the Company for the year ended March 31, 2023 forms part of the Annual Report. There is no qualification/reservation or adverse remark in the Audit report.

Internal Auditor

During the year under the review, to ensure better governance, compliances and internal control over financial reporting and financial processes,fithe Company appointed M/s. Haribhakti & Co. LLP as an Internal Auditors of the Company, with effect from July 01, 2022 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 the Secretarial Auditor for the financial year 2022-23 is annexed as Annexure-B and forms an integral part of this Annual Report. During the year under review, the Secretarial Auditor 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) of the Act.

There is no qualification/reservation or adverse remark in the Secretarial Audit report for the financial year 2022-23.

As per the requirements of the Listing Regulations, Secretarial Auditors of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for financial year 2022-23. Their audit reports confirm that the material subsidiaries have complied with the provisions of the Act, Rules and guidelines and that there were no deviations or non-compliances.

12. WEBA DDRESS FORA NNUAL RETURN

The Annual Return for the financial year 2022-23 will be made available on the website of the Company at www.schandgroup.com/ investors/#annual-report.

13. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is in the business of publishing and printing of books. The brief 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 the working hours of its production facilities in such a manner where dependence on DG Set has been reduced.

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

(ii) the steps taken by the Company for utilizing alternate sources of energy; Nil

(iii) the capital investment on energy conservation equipment's; Nil

B) Technology absorption-

(i) the efforts made towards technology absorption- There was no additional investment for technology absorption during the year under review.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil

(iv) the expenditure incurred on Research and Development. Nil During the year under review, the Foreign Exchange earnings and outgo are as follows:

i) Foreign Exchange earnings: Rs. 4.87 million

ii) Foreign Exchange outgo: Rs. 7.42 million

14. 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, 2023, the Board of Directors consists of 7 (Seven) Directors consisting of a Managing Director, a Whole-time Director and 5 (Five) Non-Executive Directors, out of which 3 (Three) 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.

During the year under review, there were no change in the composition of Board of Directors.

The details relating to skills, competencies and expertise of Independent Directors are given in the Corporate Governance Report that forms part of this Annual Report.

Director liable to retire by rotation

In terms of section 152 of the Act, Ms. Savita Gupta (DIN: 00053988) will retire by rotation at the ensuing AGM and being eligible offers herself for reappointment. The Board recommended her re-appointment and the same is included in the notice of the ensuing AGM.

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 will retire at the ensuing AGM.

Re-appointment of Independent Director

Mr. Rajagopalan Chandrashekar (DIN: 03634002) was appointed as an Independent Director of the Company at the annual general meeting held on September 25, 2018 to hold office for a period of 5 (Five) years i.e. up to July 22, 2023. The Company has received a notice under Section 160 of the Act from a member, proposing the candidature of Mr. Rajagopalan Chandrashekar to the office of independent director.

The Nomination and Remuneration Committee of the Directors of your Company after taking into account the performance evaluation of Mr. Rajagopalan Chandrashekar during his first term of 5 (Five) years and considering his knowledge, acumen, expertise, experience and the substantial contribution, has recommended to the Board his re-appointment as an Additional Director in the capacity of Independent Director for a second term of 5 (Five) years. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held July 20, 2023 appointed him as an Additional Director in the capacity of Independent Director with effect from July 23, 2023 till the conclusion of ensuing Annual General Meeting and recommended his regularization and re-appointment as an Independent Director, not liable to retire by rotation, for a second term of 5 (Five) consecutive years with effect from July 23, 2023 up to July 22, 2028 to the shareholders for their approval by passing special resolution. This matter is included in the notice of the ensuing AGM forming part of the Annual Report.

Integrity, expertise and experience (including the proficiency) of Mr. Rajagopalan Chandrashekar

Mr. Rajagopalan Chandrashekar is an Industrial Engineer from NIT Jalandhar and a management graduate from NITIE Mumbai. He has more than 20 (Twenty) years of experience in strategy, corporate planning, and business development. He is proficient enough and understands business, finance, commercial and corporate governance matters of the Company. In the opinion of the Board, Mr. Rajagopalan Chandrashekar posses requisite integrity, expertise, experience and proficiency.

Mr. Rajagopalan Chandrashekar is able to read and understand the financial statements and have successfully registered himself with the Data Bank of Independent Directors as maintained by Indian Institute of Corporate Affairs. Pursuant to the proviso to Rule 6(4) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, he is not required to pass online proficiency self-assessment test.

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. Further, pursuant to Sub-rule (1) of Rule 6 of The Companies (Appointment & Qualifications of Directors) Rules, 2014, the Independent Directors have successfully registered their names in the Data Bank of Independent Directors. The Independent Directors have also complied with the Code of Conduct for Directors and senior management personnel. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

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, its Committees and performance of individual Directors for the year under review. The aspects covered in the evaluation includes adherence of code of conduct and corporate governance practices of the Company, professional qualification and experience especially experience to 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 the Director being evaluated and evaluation of the Board was done by all the Directors. The evaluation of the Independent Directors was based on their performance and fulfillment of criteria of independence as per the Act and independence from the management.

Complete details of such evaluation are given in the Corporate Governance Report that forms part of this Annual Report. 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.

15. DETAILS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act along with the purpose for which the loans or guarantees or securities are proposed to be utilized by the recipient are provided in the Note No. 8, 9, 14 and 42 of the standalone financial statements of the Company for the year ended March 31, 2023.

16. RELATED PARTY TRANSACTIONS

The disclosure of related party transactions as required under Section 134(3)(h) of the Act in form AOC-2 is enclosed as "Annexure-C". The Policy on materiality of related party transactions and policy on dealing with the related party transactions are available on the Company's website at www.schandgroup.com/investors/#corporate-policies.

17. INFORMATION REGARDING EMPLOYEESA ND RELATED DISCLOSURES

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 Annual Report and annexed as Annexure-D.

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 remuneration of Rs. 8.50 lakhs or more per month is attached as Annexure-E of this report.

Managerial Remuneration

The Nomination and Remuneration Committee by passing resolution by circulation on August 26, 2021 and Board of Directors at its meetings held on August 31, 2021 and the members at the annual general meeting held on September 28, 2021 approved the remuneration of Mr. Himanshu Gupta, Managing Director, and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of the Company effective from July 01, 2021 till the expiry of their respective terms.

During the financial year 2022-23, the following remuneration was paid to the Managerial Personnel:

Sexual Harassment Policy

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

Details of ESOPS

The underlying objectives of Employees Stock Option Scheme 2012 and Employees Stock Option Plan 2018 are 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. Employees Stock Option Scheme 2012 and Employees Stock Option Plan 2018 are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").

The relevant disclosures pursuant to Rule 12(9) of The Companies (Share Capital and Debentures) Rules, 2014 and the Regulation 14 of the SBEB Regulations are given as Annexure-F. Relevant disclosures pursuant to Regulation 14 read with Part F of Schedule of I of SBEB Regulations are available on the website of the Company at www.schandgroup.com.

18. RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of risk. The business risks inter-alia impact of Covid 19 pandemic, increase in raw material and printing cost, change in curriculum, change in education framework, 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 Risk Management Committee, 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 Risk Management Committee ensures implementation of appropriate risk management framework for the Company. The details relating to composition and terms of reference of Risk Management Committee are given in Corporate Governance Report that forms part of this Annual Report.

19. CORPORATES OCIAL 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- Non-Executive, Independent Director), Mr. Himanshu Gupta - (Member-Managing Director) and Mr. Dinesh Kumar Jhunjhnuwala - (Member-Whole-time Director). The terms of references of the CSR Committee are provided in the Corporate Governance Report which forms part of this Annual Report. The CSR policy of the Company is available on the Company's website at www.schandgroup.com/ investors/#corporate-policies.

Since, the Company has reported net loss (as computed as per provisions of Section 198 of the Act) during the financial year 2019-20. Therefore, the average net profit (as computed as per provisions of Section 198 of the Act) of the Company made during the preceding three financial year (i.e. 2019-20, 2020-21 & 2021-22) is negative. In view of the same, the Company was not required to spend any amount on CSR activities during the financial year 2022-23.

The Annual Report on the CSR for the financial year 2022-23 is attached as Annexure-G and forms part of this Annual Report.

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 Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairperson of the Audit Committee. The Whistle Blower Policy is available on the website of the Company at www.schandgroup.com/ investors/#corporate-policies.

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 The 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 of conditions of Corporate Governance is attached as Annexure-H and forms an integral part of this report.

22. MANAGEMENT DISCUSSION AND ANALYSIS

The 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 3 (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. Rajagopalan Chandrashekar (Member-Non-Executive, Independent Director). The details of the Audit Committee are included in the Corporate Governance Report.

24. NOMINATION AND REMUNERATION POLICY

The Board of Directors has a policy which lays down a framework in relation to appointment and 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 and remuneration 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 Nomination and Remuneration Policy is available on Company's website at www.schandgroup.com/ investors/#corporate-policies.

In order to align the Nomination and Remuneration policy of the Company with the amendments notified by SEBI vide the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, the Board of Directors of the Company at its meeting held on May 30, 2023, on the recommendation of the Nomination and Remuneration Committee, amended the Nomination and Remuneration Policy of the Company.

25. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards.

26. DIRECTOR'SRES PONSIBILITY 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.

27. STATUTORY DISCLOSURES

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

b) No application was made against the Company under the Insolvency and Bankruptcy Code 2016 ("IBC 2016") during the year and no proceeding is pending against the Company under IBC 2016 as at the end of financial year 2022-23.

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