Your Directors are pleased to present the 54th Annual Report together with Audited Financial Statements of the Company for the financial year ended March 31, 2025.
1. FINANCIAL PERFORMANCE
Abridged Profit And Loss Statement
|
Consolidated
|
Standalone
|
|
FY Ended
|
FY Ended
|
FY Ended
|
FY Ended
|
|
March 31, 2025
|
March 31, 2024
|
March 31, 2025
|
March 31, 2024
|
Revenue from operations
|
7,196.56
|
6,625.79
|
2,939.65
|
2,505.56
|
Other income
|
130.41
|
98.72
|
159.51
|
121.04
|
Total Revenue
|
7,326.97
|
6,724.51
|
3,099.16
|
2,626.60
|
Profit / (Loss) before finance cost, tax, depreciation and amortization, (EBITDA Including Other Income)
|
1,480.36
|
1,197.14
|
497.28
|
375.03
|
Depreciation and amortization expenses
|
423.01
|
461.97
|
121.47
|
117.31
|
Finance cost
|
128.99
|
152.68
|
63.28
|
127.95
|
Profit / (Loss) before tax, Exceptional Item, minority interest and share of associate company
|
928.36
|
582.49
|
312.53
|
129.77
|
Exceptional (expense) / income
|
-
|
-
|
(88.90)
|
(13.00)
|
Tax expense
|
326.04
|
71.02
|
66.26
|
(31.16)
|
Profit / (Loss) after tax and before minority interest and share of associate company
|
602.32
|
511.47
|
157.37
|
147.93
|
Share in (loss) / income of associate company
|
-
|
-
|
-
|
-
|
Profit / (Loss) for the year
|
602.32
|
511.47
|
157.37
|
147.93
|
Other Comprehensive income / (loss)
|
(7.2)
|
(13.88)
|
(4.01)
|
(5.10)
|
Total Comprehensive Income / (Loss) for the year
|
595.12
|
497.59
|
153.36
|
142.83
|
Total Comprehensive income / (loss) for the year attributable to
|
|
|
|
|
- Owners of the parent
|
628.26
|
552.38
|
-
|
-
|
- Minority interest
|
(33.14)
|
(54.80)
|
-
|
-
|
Balance of profit brought forward from previous years
|
2,671.68
|
2,203.06
|
1,396.33
|
1,359.15
|
Net surplus / (loss) in the statement of profit and loss account
|
635.35
|
566.34
|
157.37
|
147.93
|
Other Comprehensive income / (loss)
|
(7.09)
|
(13.96)
|
(4.10)
|
(5.10)
|
Appropriations: Equity dividend
|
(105.65)
|
(105.65)
|
(105.65)
|
(105.65)
|
Transfer from debenture redemption reserve Adjustment on acquisition of non-controlling interest
|
(40.66)
|
21.89
|
-
|
-
|
Balance Carried to Balance Sheet
|
3,153.63
|
2,671.68
|
1,444.04
|
1,396.33
|
2. OPERATIONS
The Company has reported revenue from operations of ' 2,939.65 million in comparison to the previous year's revenue from operation of ' 2,505.56, an increase in revenue by 17% YoY. The Company has reported an increase in the net profit (after tax) to ' 157.37 million as compared to a net profit (after tax) of ' 147.93 million in the previous year. The increase in sales was on the back of strong volume growth in the School Segment and Content Licensing during the year. The increase in profitability was driven by improved gross margins, content licensing, operating leverage and reduced finance costs.
The Company was able to increase efficiency in working capital through better inventory management. Year ending Inventories were much lower at ' 570.04 million vs. ' 698.81 million at the same time last year. This decrease was due to the lower quantity of raw material at the year- end vs. the previous year. The Company reported year-end receivables of ' 1347.38 million vs. ' 1,276.34 million.
The Company reduced Total borrowings drastically during the year to ' 504.75 million vs. ' 627.77 million last year. The Company has adequate liquidity of ' 426.65 million in the form of Cash and Bank Balances, Deposits and Current Investments.
The Company expects to achieve higher revenue and profitability growth in the next financial year driven by the announcement of new books for Classes 4, 5, 7, and 8 in financial year 2025-26. This positions us to significantly enhance the market presence over the next two years. The Company expects to enhance revenues from content licensing during the year.
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 ("Dividend Policy"). The Dividend Policy is available on web-link https://schandgroup.com/wp- content/uploads/Dividend-Distribution-Policy.pdf.
However, Board of Directors of the Company in their meeting held on May 23, 2025 declared an Interim Dividend of ' 4/- (Rupees Four only) per share to the equity shareholders of the Company for the financial year 2024-25. Your Board is proposing to shareholders in the ensuing AGM to make this interim dividend as final dividend for financial year 2024-25.
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/.
Also, the Company have transferred 2,323 Equity shares of those shareholders whose dividend for the financial year 2016-17 have not been claimed within seven years from the date of transfer of dividend to the Company’s Unpaid Dividend Account to Investor Education & Protection Fund authority, the details of which 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 CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2024-25 AND THE DATE OF THIS REPORT
There have been no material changes and commitments which affect the financial position of the Company and have occurred between the end of the financial year 2024-25 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. 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 the 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.
8. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANY
As on March 31, 2025, the Company had 10 (Ten) subsidiaries. The Board of Directors reviewed the affairs of its subsidiaries for the financial year 2024-25. The Consolidated Financial Statements of your Company for the financial year 2024-25 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").
During the year under review, the Company has Incorporated a Wholly Owned subsidiary namely, “Shri ShyamLal Printing Press Private Limited” on February 21, 2025.
Also, during the year under review, BPI (India) Private Limited (BPI) became wholly owned Subsidiary of the Company as the Company acquired remaining 49% stake in BPI from its minority shareholders on March 26, 2025.
Subsidiaries:
a) BPI (India) Private Limited
BPI (India) Private Limited reported total revenue from operations of ' 21.89 million in the financial year 2024-25 as compared to total revenue from operations of ' 29.97 million in the previous financial year and reported a net loss (after tax) of ' 3.20 million in the financial year 2024-25 as compared to a net loss (after tax) of ' 8.87 million in the previous financial year.
b) Chhaya Prakashani Limited
Chhaya Prakashani Limited reported total revenue from operations of ' 1,163.51 million in the financial year 2024-25 as compared to total revenue from operations of ' 1,137.63 million in the previous financial year and reported a net profit (after tax) of ' 210.14 million in the financial year 2024-25 as compared to a net profit (after tax) of ' 187.55 million in the previous financial year.
c) Convergia Digital Education Private Limited
Convergia Digital Education Private Limited reported total revenue from operations of ' 160.82 million in the financial year 2024-25 as compared to total revenue from operations of ' 180.09 million in the previous financial year and reported a net loss (after tax) of ' 32.12 million in the financial year 2024-25 as compared to a net loss (after tax) of ' 84.10 million in the previous financial year.
d) Edutor Technologies India Private Limited
Edutor Technologies India Private Limited reported total revenue from operations of ' 20.30 million in the financial year 2024-25 as compared to total revenue from operations of ' 21.94 million in the previous financial year and reported a net loss (after tax) of ' 15.36 million in the financial year 2024-25 as compared to a net loss (after tax) of ' 16.08 million in the previous financial year.
e) Indian Progressive Publishing Co Pvt Ltd
I ndian Progressive Publishing Co Pvt Ltd reported total revenue from operations of ' 5.98 million in the financial year 2024-25 as compared to total revenue from operations of ' 12.30 million in the previous financial year and reported a net profit (after tax) of ' 2.91 million in the financial year 2024-25 as
compared to a net profit (after tax) of ' 7.60 million in the previous financial year.
f) New Saraswati House (India) Private Limited
New Saraswati House (India) Private Limited reported total revenue from operations of ' 1435.29 million in the financial year 2024-25 as compared to total revenue from operations of ' 1268.65 million in the previous financial year and reported a net profit (after tax) of ' 115.96 million in the financial year 2024-25 as compared to a net profit (after tax) of ' 91.46 million in the previous financial year.
g) S. Chand Edutech Private Limited
N. Chand Edutech Private Limited reported total revenue from operations of ' 40.14 million in the financial year 2024-25 as compared to total revenue from operations of ' 34.15 million in the previous financial year and reported a net loss (after tax) of ' 28.07 million in the financial year 2024-25 as compared to a net loss (after tax) of ' 25.98 million in the previous financial year.
h) Safari Digital Education Initiatives Private Limited
Safari Digital Education Initiatives Private Limited has reported total revenue from operations of ' 22.07 million in the financial year 2024-25 as compared to total revenue from operations of ' 34.99 million in the previous financial year and reported a net loss (after tax) of ' 67.84 million in the financial year 2024-25 as compared to a net loss (after tax) of ' 14.48 million in the previous financial year.
i) Vikas Publishing House Private Limited
Vikas Publishing House Private Limited reported total revenue from operations of ' 2162.21 million in the financial year 2024-25 as compared to total revenue from operations of ' 2132.69 million in the previous financial year and reported a net profit (after tax) of ' 249.14 million in the financial year 2024-25 as compared to a net profit (after tax) of ' 277.78 million in the previous financial year.
j) Shri ShyamLal Printing Press Private Limited
The Company was incorporated on February 21, 2025. Therefore, the financial has not been closed as on date. First financial year will be ending on March 31, 2026.
I n 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 50 of the consolidated financial statements of the Company forming part of this Annual Report.
9. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review within the purview of section 73 of the Act read with The Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed or unpaid deposits lying with the Company.
10. AUDITORS 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 55th 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 from the 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, 2025 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, compliance and internal control over financial reporting and financial processes, the Company appointed M/s. Haribhakti & Co. LLP as Internal Auditors of the Company, with effect from July 01, 2024 for a period of 1 (One) year.
Also, the Board of Directors in their meeting held on May 23, 2025 appointed M/s. Ernst & Young LLP as Internal Auditors of the Company, with effect from July 01, 2025 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 of the Company. The secretarial audit report submitted by the Secretarial Auditor for the financial year 2024-25 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 2024-25.
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 the financial year 2024-25. 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.
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 23, 2025, based on the recommendation of the Audit Committee, has approved the appointment of Mr. R.S. Bhatia, Company Secretary in Practice (CP No. 2514) as the Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing AGM.
11. WEB ADDRESS FOR ANNUAL RETURN
The Annual Return for the financial year 2024-25 will be made available on the website of the Company at www. schandgroup.com/investors/#annual-report.
12. 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 Generators and structured the working hours of its warehouse facilities in such a manner where dependence on Generator Sets is reduced. Further the process of using PNG Gensets is in process.
- I n its offices lighting system has been efficiently used and overall use of electricity has been minimized.
(ii) t he steps taken by the Company for utilizing alternate sources of energy; The Company has shifted the old warehouse to a new warehouse facility which has solar panels to meet the energy demands. The Corporate Office already has such facilities.
(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) i n case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Nil
(iv) t he 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: ' 222.78 million
ii) Foreign Exchange outgo: ' 13.47 million
13. DIRECTORS AND 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, 2025, 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, publishing and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors.
During the year under review, Mr. Himanshu Gupta, Managing Director of the Company was re-appointed for a
period of 5 (Five) years w.e.f effect from May 22, 2024 and Mr. Dinesh Kumar Jhunjhnuwala, Whole Time Director was re-appointed for a period of 5 (Five) years w.e.f. effect from March 28, 2024 which was subsequently approved by the shareholders of the Company in the Annual General Meeting held on September 20, 2024. There was no change in the Key Managerial Personnels.
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, Mr. Gaurav Kumar Jhunjhnuwala (DIN: 03518763) will retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommended his re¬ appointment and the same is included in the notice of the ensuing AGM.
Further, sub-section (13) of Section 149 ofthe 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.
Appointment of Director
The Board of Directors had in their meeting held on August 08, 2025 proposed the appointment of Mr. Sharad Talwar for the position of Independent Director and have recommended to the members of the Company in ensuing AGM for appointment.
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 5 (Five) times, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.
14. 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 Note No. 8, 9, 14 and 42 of the standalone financial statements of the Company for the year ended March 31, 2025.
15. RELATED PARTY TRANSACTIONS
During the year under review, all related party transactions entered by the Company were in ordinary course of the business and on arm's length basis.
The disclosure of material 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.
16. INFORMATION REGARDING EMPLOYEES AND 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 ' 1.02 Cr. or more, and every employee employed for part of the year and in receipt of remuneration of ' 8.50 Lakhs or more per month is attached as Annexure-E of this report.
Managerial Remuneration
The Nomination and Remuneration Committee by passing a resolution at its meeting held on February 06, 2024 and Board of Directors at its meetings held on February 06, 2024 and the members at the annual general meeting held on September 20, 2024 approved the remuneration of Mr. Himanshu Gupta, Managing Director, and Mr. Dinesh Kumar Jhunjhnuwala, Whole-time Director of the Company.
During the financial year 2024-25, the following remuneration was paid to the Managerial Personnel:
Mr. Himanshu Gupta - ' 26.66 million
Mr. Dinesh Kumar Jhunjhnuwala - ' 20.04 million
Disclosure under Sexual Harassment at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act)
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. Key details of the policy form part of the Code of Conduct of the Company which is available on the Company's website which can be assessed at www. schandgroup.com.
Compliance of Maternity Benefit Act, 1961 at a Workplace
The Company is Committed to providing a safe and supportive environment for its women employees. During the year, the Company ensured the Compliance of Maternity Benefit Act, 1961, as amended with Maternity benefit (Amendment) Act, 2017. Eligible women employees were granted Maternity leave of upto 26 weeks, along with other Maternity benefits such as nursing breaks and protection from dismissal during Maternity leave as per the statutory requirements.
Details of ESOPS
The underlying objectives of Employees Stock Option Scheme 2012, Employees Stock Option Plan 2018 and Employees Stock Option Plan 2023 (collectively refer as "ESOP Schemes") 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. ESOP Schemes are in line with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”).
Pursuant to the Regulation 13 of the SBEB Regulations, a Certificate has been issued by the Secretarial Auditor of the Company, certifying that the ESOP schemes of the Company are being implemented in accordance with the SBEB Regulations and in accordance with the resolutions passed by the members of the Company in this respect. The said certificate shall be made available for inspection by the members at the ensuing Annual General Meeting.
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.
17. RISK MANAGEMENT
During the year under review, the Company has identified and evaluated elements of risk. The business risks inter- alia impact of increase in raw material and printing cost, change in curriculum, change in education framework, implementation ofNEP, 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.
18. CORPORATE SOCIAL 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.
Pursuant to Section 135 of The Companies Act, 2013 and CSR policy of the Company, during the financial year 2024-25 the Company was required to spend ' 11,90,578/- (Rupees Eleven Lakhs Ninety Thousand Five Hundred Seventy Eight Only), being two percent of the average net profit made by the Company during three immediately preceding financial year on Corporate Social Responsibility activities.
Pursuant to the recommendations of the CSR Committee and approval of the Board, the Company spent ' 11,90,578/- (Rupees Eleven Lakhs Ninety Thousand Five Hundred Seventy Eight Only) on following CSR activities during the financial year 2024-25 through the below mentioned agencies:
Sl. Name of No. the agency
|
CSR
Registration
No.
|
CSR
Activity
|
Budgeted CSR outlay (In ')
|
1 Shyam Lal
|
CSR00021505
|
To
|
11,90,578
|
Charitable
|
|
promote
|
|
Trust
|
|
education
|
|
|
|
Total
|
11,90,578
|
The Annual Report on the CSR for the financial year 2024-25 is attached as Annexure-G and forms part of this Annual Report.
19. 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.
20. 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 Annual Report.
21. 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.
22. 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.
23. 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.
The Nomination and Remuneration policy of the Company are in line with the amendments notified by SEBI vide the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023.
24. COMPLIANCE OF SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial Standards.
25. DIRECTOR'S RESPONSIBILITY 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) t he 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.
26. 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 2024-25.
c) During the year under review, the Company has not entered any One-Time Settlement of loans with Banks or Financial Institutions, therefore, the requirement of stating the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions does not arise.
27. ACKNOWLEDGMENTS
Your directors wish to express their thanks to the members, bankers, financial institutions, customers, suppliers, government and other regulatory authorities for their continued support. Your Directors place on record their appreciation to the employees at all levels for their committed services to the Company.
On behalf of the Board of Directors For S Chand And Company Limited
Sd/- Sd/-
Himanshu Gupta Dinesh Kumar Jhunjhnuwala
Place: New Delhi Managing Director Whole-time Director
Date: August 08, 2025 DIN: 00054015 DIN: 00282988
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