Amber Enterprises India Limited

Annual Report

20 20
21
 Contents
Group Overview
01-20
About Us 03
One-Stop HVAC Solution Provider for 04
Static and Mobility Applications
Our Manufacturing Footprints 05
Our Two+ Decade Journey Towards Comfort 06
Value Creation Through Synergies 07
Developing on Insights, Creating Niche 08
Comfortable Numbers 09
Chairman’s Message 10
Environment 14
Social 16
Governance 18

Statutory Reports
21-126
Management Discussions and Analysis 21
Director’s Report 27
Annexure 42

Financial Statements
128- 285
Standalone 128
Consolidated 202

For more investor-related information please visit

www.ambergroupindia.com/agm-annual-reports-results/

Disclaimer
This document contains statements about expected future events and Investor information
financials of Amber Enterprises India Limited, which are forward looking. Market Capitalisation
By their nature, forward-looking statements require the Company to make
assumptions and are subject to inherent risks and uncertainties. There is as at 31st March, 2021 : ` 11,172 Cr
significant risk that the assumptions, predictions and other forward-looking BSE Code : 540902
statements may not prove to be accurate. Readers are cautioned not to
place undue reliance on forward-looking statements as a number of factors
NSE Symbol : AMBER
could cause assumptions, actual future results and events to differ materially Bloomberg Code : AMBER:IN
from those expressed in the forward-looking statements. Accordingly, this
AGM Date : 09 September 2021
document is subject to the disclaimer and qualified in its entirety by the
assumptions, qualifications and risk factors referred to in the Management AGM Mode : Video Conference
Discussion and Analysis of this Annual Report.
Our purpose and passion have always been
to take your comfort higher
` 3,03,052 Lakh
Revenues in 2020-21
What motivates us to pursue more?
It’s always the customers whom we ` 22,858 Lakh
serve. As the world looks forward to Operating EBITDA* in 2020-21

a transformed surrounding, we at
` 8,328 Lakh
Amber ensure you improved product PAT** in 2020-21

offerings to make this world a

comfortable place for one and all.

*Operating EBITDA is calculated as net

profit / loss for the year / period plus total
tax expense, exceptional item, finance
costs, depreciation and amortisation
expenses, loss on sale of fixed Assets,
Impairment of fixed Assets, foreign
exchange loss and mark to market loss
on forward contracts minus other
income for the relevant fiscal year / period
**PAT: Profit after Tax
2 Amber Enterprises India Limited
 Corporate Statutory Financial
Overview Reports Statements

About Us
15 Manufacturing Plants
We are the leading one-stop Across five Indian States

solution provider for India’s

4
HVAC Industry ensuring R&D Facilities

comfortable and smarter living

Top 10 RAC Brands
Served
Incorporated in 1990, Amber is a market leader in Indian (RAC) and Air
Conditioning (AC) industry for Mobility Application such as Railways,
Metros, Buses and Defence among others. Amber also offers solutions 2+ Decades
under commercial air conditioners (CAC) for higher tonnage ACs. Amber is of Rich Experience
one of the most backward-integrated manufacturer of ACs for static and
mobility applications. With a well-diversified revenue base, the Company
has curated a portfolio which includes RACs, Components for RAC, CAC,
other consumer durables and automobile segment like sheet metal
4
components, injection molding components, heat exchangers, system Acquisitions
tubing, motors, printed circuit board assemblies and metal ceilings for
metal ceiling industry and Air Conditioning solutions for Railways, Metros,
Defence, Bus and Telecom. The Company has 15 manufacturing facilities
across five locations in India, strategically located close to customers,
enabling faster turnaround.

Mission
To be the first choice of the customer
To add value to their businesses
To ensure discipline and implement strong management principles

Vision
To be the No.1 OEM/ODM and parts manufacturing company
Provide excellent services to our customers
Create growth for all associated with our organisation

Philosophy
Smart working
Keep innovating
Happiness for all

Annual Report 2020-21 3

One-Stop HVAC Solution Provider for Static
and Mobility Applications
ROOM AIR CONDITIONERS (Inverter and Fixed Speed)
(2 star to 5 star Energy Ratings)
Indoor Units 1 Ton 1.5 Ton 2 Ton
Outdoor Units 1 Ton 1.5 Ton 2 Ton
Window ACs 1 Ton 1.5 Ton 2 Ton

Room Air Conditioner Components Non-Air Conditioner Components

Heat Exchangers Vaccum formed components
Copper System Tubing Plastic Extruded Sheets
Multi-Flow Condensers Washing Machine Tubs
Printed Circuit Board Assemblies Non-Air Conditioner Motors
Sheet Metal Components Printed Circuit Board Assemblies
Injection Moulding Sheet Metal Components
AC Motors Injection Moulding Components

Commercial Air conditioners

Cassette (Outdoor Unit) 1 Ton to 4 Ton
Ductable (Indoor Unit) 3 Ton 5.5 Ton 8.5 Ton
Ductable (Outdoor Unit) 3 Ton 5.5 Ton 8.5 Ton

Roof Mounted AC for Mainline Coaches

Standard RMPU
LHB
Double Decker
Meter Gauge

ELECTRONICS AND REFRIGERATION SOLUTIONS TO RAILWAYS

Cold Unit for Pantry
Hot Case for Pantry
Electronic Control Panel
(Switchboard Cabinet)

ROOF MOUNTED LOCO DRIVERS’ CAB AIR CONDITIONERS

DEFENCE HVAC PRODUCTS

Defence Shelter Air Conditioners
Vertical Slip on Air Conditioners

4 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

Our Manufacturing
Footprints

Rajpura (1 unit)

Jhajjhar (2 units) Dehradun (3 units)

Faridabad (3 units) Greater Noida (3 units)

Pune (3 units)

15 5
Facilities States Across India

Disclamer: This map is a generalised illustration only for the ease of the reader to understand the locations, and it is not intended to be used for
reference purposes. The representation of political boundaries and the names of geographical features/states do not necessarily reflect the actual
position. The Company or any of its directors, officers or employees, cannot be held responsible for any misuse or misinterpretation of any information
or design thereof. The Company does not warrant or represent any kind in connection to its accuracy or completeness.

Annual Report 2020-21 5

Our Two+ Decade Journey
Towards Comfort
QIP
2020

2019
Acquired Sidwal
Established Jhajjar, Haryana, Unit
Acquired PICL IPO
Investment by Reliance Alternative IF Acquired EVER Electronics
2018

2012
Investment by Green
2013
India Venture Fund 2017
2011

Exit to Green India Venture Fund

2010 Acquired ILJIN

Established Kasna, Kala Investment by Ascent; Exit to
Amb & Pune Unit Reliance Through Purchase by
Ascent

2009
Established Dehradun Unit 5
Established Dehradun Unit 6
Started Noida Ecotech Unit
2008

2006
Started Manufacturing
Microwave Ovens for LG

Incorporated in
Jalandhar, Punjab
2004
Started Dehradun,
Uttarakhand, Unit 4 for LG
1994
1990
Established First Factory in
Rajpura, Punjab

6 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

Value Creation
Through Synergies

PICL ILJIN & EVER SIDWAL

Leading induction motor Iljin & Ever are market leader Wide product offerings in
manufacturer for HVAC in PCB Assemblies mobility applications
Overview

industry in India Two decades of experience First company to provide

200+ models and serving in providing solutions in indigenised solutions for
marquee customer base the home appliances and roof-mounted package units
Market: Serves domestic and automobile industry (RMPU) for Indian Railways
export market Strong R&D capabilities, and Metros
resulting in one-stop solution Market: Indian Railways,
Metro, Defence, Bus and
telecom

Nema frame PCB assemblies for Precision AC for telecom

Products

RAC ODU/IDU Inverter and fixed Roof mounted packaged ACs

BLDC Motor speed Air conditioners, Pantry for railways
refrigerators, washing Specialised Air conditioning
machines, microwave ovens, solutions for Defence
automobiles, TVs etc. MIL grade AC
Saloon HVAC

Amber Bajaj Alstom

Blue Star Blue Star BEML
Customers

Carrier Hitachi CAF

Daikin IFB Delhi Metro Rail Corporation
East West (US) LG Hyundai-Rotem
Hitachi LS Automotive Indian Railways
Panasonic Panasonic Siemens
Samco (KSA)
Voltas
Whirlpool

Annual Report 2020-21 7

Developing on Insights,
Creating Niche

Through technology and innovation we remain committed towards

product development. By consistently upgrading our products
and process technology, our R&D capabilities enable us to roll out
customer-centric designs, which are environment friendly and
sustainable at the same time.
Our R&D department consists of qualified engineers and have best-
in-class infrastructure, including performance test labs, reliability
testing facilities, 3D modeling, unigraphics, quality and product testing,
We have the ability
psychometric labs and anechoic sound chambers. The National
Accreditation Board for Testing and Calibration Laboratories (“NABL”)
to manufacture most
has accredited it. of our products from
In addition to our wide range of room ACs with multiple SKUs the concept and
across all star rating and tonnage, including inverter ACs, we have design stage till the
successfully launched our wide range of offerings in the commercial final delivery, thereby
air conditioner segment too. We are continuously investing in R&D
covering the entire
for new product developments and to introduce more energy-
manufacturing value
efficient products. We are also expanding our product portfolio in the
commercial air conditioning space to leverage and increase our wallet chain
share among our existing customers as well as new clients.

The Company has its R&D support based on:

Amber Room PICL Electrical ILJIN Electronics Mobility AC R&D

AC R&D Motors R&D PCB R&D

60 26 15 29
Engineers Engineers Engineers Engineers

42 11 09 05
Assistants Assistants Assistants Assistants

102 37 24 34
Total Total Total Total

8 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

Comfortable Numbers
(On consolidated basis*)

Revenue from Operations (` in Lakh) Operating EBITDA# (` in Lakh)

3,96,279 32,617
22,858
3,03,052
2,75,199 21,543

2,12,808 18,354

2017-18 2018-19 2019-20 2020-21 2017-18 2018-19 2019-20 2020-21

PAT (` in Lakh) Net Debt Equity Ratio

16,414
0.20 0.21

9,477
8,328
6,231 2017-18
2020-21
2018-19 2019-20
(0.02)
(0.07)
2017-18 2018-19 2019-20 2020-21

ROE (%) ROCE (%)

15.1 18.5
10.0 16.8
9.9 14.7
5.9 9.3

2017-18 2018-19 2019-20 2020-21 2017-18 2018-19 2019-20 2020-21

#
Operating EBITDA is calculated as net profit / loss for the year / period plus total tax PAT: Profit after Tax
expense, exceptional item, finance costs, depreciation and amortisation expenses, loss ROCE: Return on Capital Employed
on sale of fixed Assets, Impairment of fixed Assets, foreign exchange loss and mark to ROE: Return on Equity
market loss on forward contracts minus other
* Figures for previous years have been recalculated wherever required to make them
comparable with the FY 20-21 numbers.

Annual Report 2020-21 9

Chairman’s Message

Hope you are

doing well. After a
difficult year, you
and I should be
now confident that
we shall surely see
the light of the day.

To me and I am sure for several However, the Covid-19 pandemic

others, the year was more of a was not just a flu. It was intense and
schooling, where lessons were learnt damaging for businesses like the
and solutions were found. The year ones we are in. Soon after the first The consumer durable
taught us how to transform and cases of the virus were reported
industry is in the middle
overcome the challenges that the and the nationwide lockdown was
of a positive thrust,
Covid-19 pandemic had to offer. brought into force, the months that
When we arrived at solutions that followed tested our mettle. During as consumers have
were in favour of our stakeholders the year, revenue from operations identified the need to
even in the peak of Covid-19, there were recorded at ` 3,03,052 Lakh make their living space
was a renewed trust in the brand as against ` 3,96,279 Lakh last comfortable. They have
among our customers. year, a 24 % drop. For the year, RAC understood that even if
contributed 55% of the total revenue,
Personally, I would never derive the situation returns to
while components and mobility
negativity out of the pandemic. normal, they will have
application contributed 45% of the
Rather, it enlightened us with
revenues. Operating EBITDA was to spend more time at
newer ways of handling problems
seen at ` 22,858 Lakh as against home. People are, thus,
while embracing change. It helped
us overlook the adversities of
` 32,617 Lakh last year, a 30% drop, opting for value-added
as various cost rationalisation products that help them
change, while seizing the emerging
programmes aimed at curtailing
opportunities to improve and try new multitask and make
fixed and semi-variable expenses
things. Last but surely not the least, their lives simpler.
helped us off-setting the downside
the pandemic enabled us to achieve
risk.
a healthy mind about anything that
came our way.

10 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

At Amber, we are at the Going forward, we are optimistic of integrity or environment and social
advancing this segment as well. obligations.
cusp of capitalising
Further, the Indian Government took Another key priority for the Company
on this structural shift a very positive step – Aatmanirbhar is occupational health and safety at
with our foray into Bharat – in making the nation self- the workplace. We have accepted it
Room ACs as well reliant. To reduce India’s import as a responsibility to maintain a safe
working environment for all. We give
as other consumer dependency, the Government
selected 12 champion sectors to utmost importance to our employees
durable items on the make them the global manufacturing and associates and inculcate safety
components side. hub and the AC industry was one awareness among them.
of them. A ` 5,000 Cr worth of
In our forward stride, we aim to
incentives were provided to the AC
For us, the year began with a sharp leverage our potential and grow
and its component manufacturing
drop in sale of air conditioners owing on the opportunities, which will
industry as a part of the PLI scheme.
to the nationwide lockdown that arise from the Government’s push
This solidified our position in the
halted economic activities during for green energy and stringent
market.
peak summer. However, with the environmental norms. With the
easing of lockdown, demand shot In Amber’s journey forward, the growth opportunities we foresee on
up in Tier-II and Tier-III cities. Sales words Environment Social and the domestic and export front, along
gradually started picking up in the Governance (ESG) has a very deep with Government support, we believe
2nd and 3rd quarters of the financial connect with climate change, we are well positioned to capitalise
year. Further, the take-off in online good labour practices, consumer on what is coming. Our focus would
purchases gave us the confidence security, good corporate and social remain on customer-centric design
that people are now seeing air governance, business and social development, cost reduction and
conditioners no longer as a luxury ethics. Our sustainability structure resource optimisation. We shall
product but a necessity. The 3rd and integrated business model keep technological innovations
quarter demand was also aided by developed over the years have at the forefront to meet our sole
strong festive season sales, retailers allowed us to constantly create value purpose of stakeholder satisfaction
adopting the omni-channel strategy to and benefit from the opportunities and expectation of business. Our
cater to consumers across channels, emerging from this transition, while constant endeavour would be to
affordable finance schemes offered limiting the related risks. increase penetration and increase
by retailers, extended warrantees and our wallet share in the existing
The sustainability agenda
same-day installation services helped customers, continuously add new
comprises aspects related to
attract first-time consumers. customers, create a foothold in the
resource conservation, energy
exports market and enhance our
In our Sidwal business, we are efficiency, environment protection,
products with new technologies with
observing a good traction in the enrichment and development of
focus on R&D.
Railways and Metro segments local communities in and around its
as Government focuses more on area of operations (Refer page 14). Finally, I would take this opportunity
comfortable travel. Despite Covid-19 We have aligned all our business to thank our employees and
challenges, we acquired new orders strategies on the foundation of associates, who remained devoted to
and strengthened our order book ethical and transparent business their responsibility amid a pandemic.
despite weak economic scenario. We operations and continue to follow They are the ones who ensured light
have also strengthened our product the highest standards of corporate prevails over darkness.
portfolio for Railways, Metros and governance and consider it more of
Bus Air Conditioning in Sidwal with an ethical requisite than a regulatory Best Regards,
surge in demand for air-conditioned necessity. It is a matter of great pride
coaches and multiple upcoming that our success over the years has Jasbir Singh
Metro projects across the country. come without ever compromising on Chairman & Chief Executive Officer

Annual Report 2020-21 11

 Harnessing Innovation
for Environmental
Outcomes:
Amber has a long-standing
commitment to drive environmental
progress. We have leveraged our
people, capital and ideas to expand
innovative clean energy solutions for
our clients, helping them transition
to a low-carbon future.

Investing in Our People:

We are committed to recruiting and retaining the best talent.
This requires sourcing our people from a diverse talent pool
and investing in them at every step of their career. From
first-year analysts to senior partners, we focus on training,
engaging and providing the right environment to our people
to achieve their maximum potential. This helps us create
value for our clients, shareholders and communities.

12 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

Ensuring Effective
Oversight Through Sound
Governance:
We remain committed to upholding
sound governance practices to
protect the long-term interests of our
shareholders and create enduring value
for our firm and all stakeholders.

Annual Report 2020-21 13

Environment
We are embedding environmental sustainability throughout our products, services, operations, and culture to drive
efficiencies and responsible resource use, while creating comfortable, safe, and healthy workplaces for our stakeholders.
We are focused on reducing our energy consumption and greenhouse gas emissions, increasing our operational
efficiency, and advancing clean technology and innovative solutions. We believe that climate change continues to be
one of the most urgent environmental and social issues of our time, and we are working across our value chain to help
accelerate the transition to a low-carbon economy. This and further to reduce the impacts of climate change on our
business, communities, employees, and customers.

Steps taken by the Company to reduce energy consumption:

The Company is consistently enhancing its renewable portfolio through solar power plants. In pursuit of continued
improvement in energy conservation, the Company took the following steps:

Energy

Installed AC Variable frequency Installed section-wise energy Changed Ceramic Insulated

drive VFD at air compressor, meter and monitor it on daily heater for increased efficiency
cooling tower, grinders for energy basis for analysis to control and reduce cycle time with
saving up to 47100Kw the consumption energy savings of 104000Kw

Implemented biofuel additive

Installed AIRTRON AC SAVER Increased parts in ETP basket
to increase the efficiency and
controller and reduced electricity (paint shop) to reduce LPG
reduce diesel consumption in
consumption from 11 to 7 KWH consumptions
paint-shops and gensets

Shifted from water chiller Installed motion sensor Installed timers on air
to high pressure pump in in office and sensors at conditioners, lights and
vacuum forming stencil jigs street lights

14 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

Programmes aimed at improving energy efficiency:

Encouraging go- Installing solar plants at Transparent sheets

Use of natural lighting
green initiative in the various manufacturing installed for electricity
and natural ventilation
manufacturing units units saving in daytime

Programmes aimed at saving water:

By laying thrust on zero

By harvesting rainwater, By using STP water in
By installing heat waste to land fill and
reducing usage and gardening, along with
exchanger in sheet line circular economy
recycling water sprinklers, to reduce
water consumption Reuse RO wastewater for
floor cleaning and urinals

 Adopted a pond and

maintain it too at Greater
Noida

Reuse DM water via

regeneration plant to
make DM water again

Annual Report 2020-21 15

Social
At Amber, we aim to work every day with the highest standards of integrity and operational excellence to deliver what’s
expected of us by our stakeholders. Being our best takes all of us working together with a shared understanding of what
we do and how we do it. Our past provides perspective and guidance, but we are moving with urgency and optimism
towards our future. Approaching our work in newer ways and challenging past perspectives helps us make the most of
the meaningful opportunities that exist across all of our businesses. We are changing the way we run the Company and
redefining parts of our culture in order to be more effective.

Employees Environment Health During FY 2020-21, the

At Amber, people are our key Safety Company undertook the
differentiators. We believe in the following initiatives to
The Company has a structured health
philosophy of continuously training
and safety policy. Ensuring a secured improve EHS parameters:
our workforce to make them future
workplace has always been one
ready. It is their determination, Monitored even minor incidents. Taking
of the highest priorities for Amber.
dedication and dependability that suitable measures have reduced the
We believe all three parameters are
gives us a competitive advantage. minor accidents in the FY significantly
crucial for a sound work environment.
We focus on bringing talented Standardised plant safety rounds and
The Safety Management System of
people on-board, sharpen their skills gap analysis. Presence of plant heads
the Company is designed to reduce
through training and motivate them to have been made mandatory to improve
the risk of incidences and injuries.
collaborate and innovate with experts the effectiveness of safety rounds
This system includes safety rules,
to upgrade their skills. Conducted mock drills every quarter at
safety procedures, safety training,
A comprehensive training structure hazard identification, correction, all the locations and reviewed learnings
is laid down for all employees. In incident reporting and investigation, Made safety trainings a part of the
addition to the induction training, capturing near-miss accidents, employee induction and training
regular training on job-related safety communications and safety calendars
modules is also provided to help suggestions. Communities
employees improve continually in
During Covid-19, we ensured Key CSR areas in which the Company
the performance of their duties.
that all our employees reporting contributes are:
Such initiatives help attract and
for work follow the Government
retain the best talents across the Promoting education
protocols regarding the pandemic.
industry. Safety training is also a part Promoting vocational skill development
All employees in the plants were
of our overall training module and Promoting healthcare, sanitation and
made aware through small training
it’s mandatory for all employees to making safe drinking water available
sessions and visual displays on the
undergo the same. Promoting gender equality,
Dos & Don’ts. Employees who showed
empowering women
slightest of symptoms were provided
Setting up homes and hostels for
medical support and guidance
women and orphans
through the Company nominated
Setting up old age homes, day care
doctors and consultations with
centres and other such facilities for
various health agencies.
senior citizens
Conserving natural resources and
maintaining quality of soil, air and
water
Contributing to the PM Cares Fund

16 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

Govt School Projects (Work in Progress)

Hospital Projects

Promoting Education and Woman Empowerment Programs

Promoting Healthcare Including Preventive Healthcare

Government Girls School Shahabad

Annual Report 2020-21 17

Governance
Our Board is committed to provide sound corporate
governance and oversee the Company’s efforts
to set and reinforce its culture. We expect our
management team and employees to share a common
understanding of expectations to create a more
consistent culture – doing what’s right, acting with
integrity, and holding ourselves accountable.

Board of Directors
Our Board of Directors has enhanced its composition,
oversight, governance practices and continues to
focus on succession planning and effective oversight
of the business. Over the last few years, the Board
has undergone significant refreshment to enhance
the financial services, regulatory, financial reporting,
business operations, corporate governance skills and
experiences represented on the Board.

The Company believes in promoting a fair, transparent,

ethical and professional work environment by upholding
the highest standards of ethics, professionalism, honesty
and integrity. It is committed to developing a culture
where it is safe for all employees to raise concerns about
any unacceptable practice or any event of misconduct.
The organisation provides a platform for directors and
employees to disclose information internally, which he/she
believes shows serious malpractice, impropriety, abuse or
wrong doing within the Company without fear of reprisal
or victimisation. Further, assurance is also provided to
directors and employees that prompt action will be taken
to investigate the complaints made in good faith.

To ensure that investors do not suffer due to sudden

or unplanned gaps in leadership, the Company has
formulated a policy on succession planning for the Board
and senior management. The Company recognises the
importance of the process to Succession Planning to
provide for continuity in the smooth functioning of the
organisation. There are certain positions in the Company
that are key to its current and future growth. It is, therefore,
important that these positions are assigned to duly skilled
and best possible incumbents. It is critical to fill up such
positions well in time to avoid any leadership gap.

18 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

Board of Directors

Mr. Jasbir Singh Mr. Daljit Singh

Chairman and Chief Executive Managing Director
Officer DOA: 25 August 2017
DOA: 25 August 2017
S C R
A C R

Mr. Manoj Kumar Sehrawat Dr. Girish Kumar Ahuja

Nominee Director Independent Director
DOA: 12 January 2017 DOA: 20 September 2017

N S C A N

Ms. Sudha Pillai Mr. Satwinder Singh

Independent Director Independent Director
DOA: 20 September 2017 DOA: 20 September 2017

A C A N S

A AUDIT COMMITTEE
N NOMINATION AND REMUNERATION COMMITTEE
S STAKEHOLDER RELATIONSHIP COMMITTEE
C CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE:
R RISK MANAGEMENT COMMITTEE

Chairman – Independent Director

Member – Independent Director
Member – Director
Member – Nominee Director

Annual Report 2020-21 19

Corporate Information

Mr. Kartar Singh Registered Office

Chairman Emeritus
C-1, Phase II, Focal Point, Rajpura Town - 140401, Punjab
Mr. Jasbir Singh
Chairman & Chief Executive Officer Statutory Auditors
Mr. Daljit Singh M/s Walker Chandiok & Co. LLP
Managing Director Chartered Accountant
7th Floor, Plot No. 19A, Sector 16A, Noida – 201301, Uttar
Mr. Manoj Kumar Sehrawat
Pradesh
Nominee Director

Dr. Girish Kumar Ahuja Registrar & Share Transfer Agent

Independent Director
KFin Technologies Private Limited having its Registered
Mr. Satwinder Singh Office: Karvy Selenium, Tower B, Plot No- 31 & 32,
Independent Director Financial District, Nanakramguda, Serilingampally
Hyderabad, Rangareddi, Telangana - 500032
Ms. Sudha Pillai
Independent Director Tel: 040 - 67161527
Fax No.: 040 - 23420814
Key Managerial Personnel Email: einward.ris@karvy.com
Mr. Jasbir Singh Website: www.kfintech.com
Chairman & Chief Executive Officer
Corporate Office
Mr. Daljit Singh
1st Floor, Universal Trade Tower, Sector-49, Sohna Road,
Managing Director
Gurgaon - 122018, Haryana
Mr. Sanjay Arora
Chief Executive Officer - Electronics Division Key Bankers/Lenders to our Company
Mr. Udaiveer Singh Bajaj Finance Limited
Chief Executive Officer - Mobility Application Citi Bank N.A.
Division DBS Bank Limited
Federal Bank
Mr. Sachin Gupta
HDFC Bank Limited
Chief Executive Officer - RAC and CAC
ICICI Bank Limited
Division
IDFC First Bank Limited
Mr. Sudhir Goyal Induslnd Bank Limited
Chief Financial Officer Kotak Mahindra Bank Limited
RBL Bank Limited
Ms. Konica Yadav
Shinhan Bank
Company Secretary & Compliance Officer
Siemens Financial Services Private Limited
Standard Chartered Bank
Tata Capital Financial Services Limited
Yes Bank Limited

20 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

MANAGEmENT DISCUSSION & ANALYSIS

INDIAN ECONOMY that India’s current fiscal year budget points to make a
The outbreak of Covid-19 impacted India’s growth recovery shift towards demand-side stimulus, with an uptick in
severely. As the financial year 2020-21 started, the whole public investment. In the financial year India’s economic
country was soon under one of the strictest lockdowns growth is projected at 12.6% by Organization for Economic
anywhere in the world. The first quarter of 2020-21 was Co-operation and Development (OECD) which would enable
wiped out, with a huge contraction. Moreover, restrictions to India to retain its earlier tag of the fastest growing large
people’s movement not only severely affected incomes and economy in the world. The discretionary fiscal measures
consumption, but they also proved largely unsuccessful announced in India during the budget will add to the overall
in containing the spread of the virus. As a result, the fall support. However, the V shaped spike in Covid cases is
in economic activity proved to be larger than we had expected to impact the ‘V’ shaped recovery projected for
envisaged in mid-2020. However, the government took the Indian economy.
various measures to revive economy through structural
reforms and initiatives. There were several attempts INDUSTRY OVERVIEW
made by the Government which increased its impetus on Room Air Conditioners (RACs)
making India a self reliant nation. The initiative Atmanirbhar The India Room Air Conditioner Market is projected to
Bharat, priorities to MEMEs, financial support, liquidity and grow at a CAGR of 14% to 15% between 2020-2026. Split
welfare, agriculture, power distribution, mining, health, rural air conditioners dominate the market with an estimated
employment, and housing sector reforms. And it focused on 88% share and the trend is expected to continue. There is
import substitution, reviving demand, and export oriented a continual shift toward inverter ACs, a key contributory
industrialisation.
factor being the merger of energy ratings for fixed and
After a harrowing two consecutive quarter in view of inverter compressors, and the decreasing price differential
Covid-19, the Indian economy started to gain momentum. between fixed and inverter ACs.
The concerted efforts by the Government helped India see
India room air conditioner market would register healthy
the light at the end of the tunnel in its third quarter with a
growth in the coming years on account of strengthening
growth of 0.4%. Going further, India is projected to grow at
residential sector, growing retail & hospitality sectors,
an impressive rate of 12.5% in 2021-22, growing at a much
rising construction activities across new housing societies
faster pace to make up for the unprecedented contraction
along with establishment of SMEs & commercial hubs.
of 8% in 2020-21 that it clocked during the COVID-19
Additionally, growth in number of construction projects
pandemic in 2020.
across all metro & tier-2 cities along with increasing
Outlook government spending towards public infrastructures would
India’s economy, estimated to contract by 8% in 2020 further increase the demand for room air conditioners in
due to the coronavirus pandemic, is forecast to record a the country in the coming years. With pandemic forcing the
stronger recovery in 2021 and grow by 12%. It is estimated working class to work from home, this shift is expected to
fuel growth of RAC, along with replacement cycle.
(Source: tvj.co.in)
Among consumer durables, India has lowest RAC penetration
RAC penetration in India is the lowest compared with other countries

Consumer Durables Industry Penetration - India RACs - India Peneration vs Asian countries

60.0% 90% 91%

54% 53%
31.5%
30% 30%

17.0% 17%
14.1% 7%
7.4%
India

Indonesia

Thailand

Global

Japan

China

Taiwan

Malaysia

Room AC Washing Air Refrigerator FPD TV

Machine cooler

Annual Report 2020-21 21

MANAGEmENT DISCUSSION & ANALYSIS (Contd.)

Break-down of RAC sourcing (%)

RAC industry volume growth is likely to accelerate

RAC - mn units
11.9
11% CAGR

6.8
10% CAGR

In-house brands 40% 2.6

OEM/ODM 38%
Imports 22% FY10 FY20 FY25E

BUSINESS OVERVIEW circuit board assemblies. These PCBAs find applications

About Amber across air conditioners, washing machines, refrigerator,
microwave, TVs and automobile industry.
Amber, incorporated in 1990 has now evolved into a
complete RAC solution provider with products ranging Mobility Applications Air Conditioners
from CBU units to basket of components for RACs and Business of Mobility Applications Air Conditioners caters
HVAC industry. The company has 15 state-of-the-art diverse clients ranging from the Indian railways to metro rail,
manufacturing units across 5 states in India, equipped with Bus, Defence and Telecom. Pioneering the all-indigenous
latest and advanced technologies and 4 R&D facilities. It development of Roof Mounted Modular Compact Air
caters to all the top-10 AC brands in the country. Amber Conditioner for Rail Coaches in 1991, the Company has
has increased its backward integrated capabilities over the successfully developed and delivered 16,000 AC Units
last decade and has successfully acquired PICL, an electric duly tested and approved by Research Design & Standards
motors company in 2012, followed by IL JIN in 2017 and Organization (RDSO), Ministry of Railways, Government
Ever Electronics in 2018, which manufacture PCBAs in of India. These AC units were for higher speed trains like
India. Shatabdi Express, Rajdhani Express for Indian Railways as
Further in 2019, it acquired Sidwal, giving Amber access to well as Gatimaan Express & Tejas Express Trains and new
the mobility-HVAC industry such as railways, defence, buses, Vande Bharat express which is also known as Train -18
metros, telecom and commercial ACs. It is headquartered
STRENGTHS
in Delhi NCR with the capability to undertake the entire
HVAC manufacturing process for mobility applications in- Established market position and diversified clientele
house. This has helped the Company enhance its presence Amber’s key customers include leading RAC brands such as
in existing markets while entering new ones. Bluestar, Daikin, Godrej, Hitachi, LG, Panasonic, Samsung,
Voltas, and Whirlpool, who cumulatively control more than
Room Air Conditioners
75-80% of the RAC market in India. The product approval
Contributing 55% to revenue, Amber’s RAC segment cycle, especially for leading brands, can be as long as 3-4
includes manufacturing complete range of RACs including years for certain critical components and Amber has been
window air conditioners (WACs), indoor units (IDUs), and supplying to all the major brands since over 5 years. Amber
outdoor units (ODUs), of split air conditioners (SACs). has been able to increase its client base due to its capability
The specifications of these RACs range from 0.75 ton of customising and improving its product portfolio as per
to 2 ton, across energy ratings and types of refrigerants. client requirements, providing end-to-end product solutions
The Company also manufactures Inverter RACs ranging and shorter delivery times due to proximity of its units from
from 1 ton to 2 ton. Amber also manufactures functional client’s plant locations.
components of RACs like heat exchangers, motors & multi-
Portfolio of components: Our wide range of offerings
flow condensers, and inverter PCBAs. It also manufactures
include Air conditioners and Non-Air conditioners
other RAC components like sheet metal components,
components. With our product development expertise
copper tubing, and injection moulding components.
and capabilities in the manufacturing of RACs and
Components components, we are a one-stop solutions provider for the
Amber manufactures components for other consumer RAC industry. In addition to designing and manufacturing
durables and automobile application like case liners for complete WAC, IDUs and ODUs, we offer solutions for
refrigerators, plastic extrusion, sheet metal components. critical components like heat exchangers, multiflow
Amber is also a comprehensive manufacturer of printed condensors, PCBAs & motors for Air Conditioners, case
liners for refrigerators, PCBAs for refrigerators, microwave,

22 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

MANAGEmENT DISCUSSION & ANALYSIS (Contd.)

washing machine, automobile, TV etc. We are not just Geographical Spread

witnessing impetus in our core business but also from our Amber’s has a total of 15 manufacturing facilities which
component segments. are spread across India. The strategically located plants
Besides, we have successfully built our product portfolio of the Company near to the customer clusters allow just
after going through the longer approval cycle. The long in time and cost-effective delivery to the customers. Our
validation cycle of functional components proves to be a multiple manufacturing locations also allow us optimally
key differentiator for us over our competitors. Today, we utilise facilities thereby enabling us to effectively distribute
have gained confidence of our customers as we complete manufacturing across them. This helps in handling
more than 8 eight years of average relationship with them. simultaneous demand schedules of multiple customers on
just in time basis.
Portfolio of mobility applications
OPPORTUNITIES AND THREATS
Along with RAC and RAC components, its latest
acquisition of Sidwal has expanded Amber’s product Room Air Conditioner
portfolio. Sidwal is the market leader in railway/metro/ • Increases in per capita income over time: India’s
bus/defence & telecom HVAC solutions with a dominant current per capita income equals China’s per capita
market share; it has a track record of supplying over income of 2007. We expect India’s per capita income
16,000 HVAC units for mainline coaches and over to increase at a CAGR of 7% (on the basis of average
2,000 HVAC units for metro coaches. This acquisition GDP growth of 6-7% and population growth of 1% -
gives Amber entry into high entry barrier and long approval based on GSe), vs China’s last decade CAGR of 9.5%,
cycle industries such as Railways, Defence, Buses and and expect India to reach China’s current per-capita
Commercial ACs. It also enhances the addressable market income in the next 10-12 years.
size for Amber. • Improved availability of electricity: India’s electricity
R&D and Innovation penetration has increased from 65% in 2010 to 99%
in 2019 through the launch of schemes such as
Customers’ demand for higher performance and top
DDUGJY (Deen Dayal Upadhyaya Gram Jyoti Yojana)
quality products is growing rapidly in the RAC industry.
& Saubhagya. We expect the expansion of the power
Amber believes high value added and technology-driven
grid coupled with a better power supply to further
components will provide opportunities to capture shifts
support AC penetration in the country.
in customer preferences as well as evolving regulatory
requirements, such as heightened energy efficiency • Gradual recovery in real estate: India’s real estate
requirement. Our high value added and innovative products, market has softened over the past few years with a
has helped us to become a preferred supplier to customers, sharp decrease in the number of new launches due
to multiple reforms like the Real Estate Regulatory
thus taking the opportunity to consolidate our position with
Act (RERA) and demonetization. However, with unsold
customers and increase the share of its supply need. To
inventory declining (peaked in CY Q4 2016) we see a
enhance the R&D capabilities we are undertaking a number
pick up in real estate activity over the medium term as
of short-term and long term R&D initiatives. In addition,
the supply overhang declines.
we intend to implement improvements to R&D processes
through virtual validation and computer aided engineering • Rising temperatures: India has seen a sharp rise
analyses, rapid prototyping, accelerated testing and in temperatures over the past decade. The Indian
improved problem solving efficiency. Meteorological Department forecasts warmer than
normal temperatures with Northwest and Central
Backward integration India likely to be above normal by more than 1 degree
Amber currently manufactures 60% of the components Celsius in the next few years. The National Academy
for WAC; for split ACs, it manufactures 80% of the indoor of Sciences in the US estimates India to have one the
unit and 65% in the outdoor unit. Barring compressors, highest potential for ACs based on its higher annual
packaging and C class items, Amber manufactures the CDDs — a cooling degree day (CDD) is a measurement
entire range of components needed for RAC manufacturing. designed to quantify the demand for energy needed to
Amber excels in product development and manufacturing cool a building. It is the number of degrees that a day’s
solutions with inhouse designing, tooling, and validating average temperature is above 18 degrees Celsius.
to final assembling and testing capabilities. Most of the • Changing perception among Indian consumers who
operations are backward-integrated and the processes are now see ACs as a utility product over luxury product
carried out in-house. alongwith shortening of replacement cycle.
• Work from home culture has also contributed in the
growth of the RAC industry.

Annual Report 2020-21 23

MANAGEmENT DISCUSSION & ANALYSIS (Contd.)

Government impetus on curbing imports opens a large and RAMA expect annual sales to reach ` 1tn vs.
opportunity ` 198bn currently. The scheme is expected to increase
• Governments focus on Self Reliant (Atma Nirbhar) domestic value addition from 25% to 75%. This is also
India has led to special focus on the RAC Industry. likely to open up opportunities for exports from India,
The total import of RACs in India stands at INR 40bn, which are currently negligible.
30% of the industry. Apart from this, RAC component HVAC & Mobility Segment
imports stand at INR 70bn, thus taking the total RAC
• Rising number of offices and other commercial
and component imports to INR 110bn. Of this, 70%
buildings, and hospitality sector’s expansion will drive
flows in from China and Thailand.
the HVAC segment’s demand
• Also, in the month of Oct-2020, the Government
• Increased Government investments towards metro
banned import of refrigerant filled RACs.
stations and airports have increased the adoption of
• This opens up a significant immediate opportunity HVAC systems
for the outsourcing industry. Imports of CBUs are
• The current under progress of 1700 km long metro rail
estimated at 2 million units (INR 40bn), representing
network in 27 cities in India will bolster demand for
30% of industry volumes of 7 million units (INR
mobile ACs
140bn). Of this, 75-80% comprises CBUs pre filled with
• The Indian railway’s plan to upgrade all its trains
refrigerants, forming a near term opportunity of INR
capable of running at a maximum speed of 120 kmph
30bn- 32bn.
and beyond with special air conditioned coaches is
• While all import business may not immediately
expected to demand for more HVAC systems
shift to local players, the move is well thought
out. Some AC manufacturers have increased in- THREATS
house manufacturing capacity, but many importing Seasonality and general slowdown: Amber’s sales
companies do not have local manufacturing facilities. are directly co-related to the performance of the RAC
Outsourced players like us will offer them solution of industry. Any slowdown in the industry because of general
an assembling line to meet their near term demand, economic conditions, seasonal trends, evolving regulatory
as they progress to shift for local production over requirements, government initiatives, trade agreements
18-24 months. We believe this would increase the and other factors can impact top line for Amber.
share of outsourcing of ACs from 40% to 50-53%. Setting up of local facilities by large Chinese manufacturers:
• The PMP (Phased Manufacturing Programme), which Large oversea manufacturers from China and others can
was successfully implemented in the mobile phone set-up large plants for various components which can
category, is set to be implemented for ACs. Under increase competition for Amber. Foreign companies can
PMP, the government plans to restrict imports of setup large plants with high level of automation, thus
components/equipment in the 1st phase by raising achieving economies of scale that can reduce price points
duties and introducing import restrictions on motors, of components, thereby reducing industry attractiveness.
compressors, PCBAs, etc. over a 5 year period. Under
Subsequent Waves of COVID-19/Pandemic:
Phase 2, raw materials such as copper and aluminium
will be indigenised. The government aims to create With the second wave of COVID-19, the Government again
wide scale manufacturing infrastructure for RAC imposed lockdowns and related restrictions to curb the
components in India, which would help curb imports spread of virus. This has resulted in disruptions to the
and provide export opportunities. The same was business activities in certain states. This poses a threat to
implemented for compressors, for which the industry the sustenance of growth momentum and has a potential
is witnessing a growth in consumption of domestically to adversely impact our operational performance. Going
manufactured compressors.. forward, the new strain of the virus, is expected and can
cause disruptions which may impact our value creation
• The Government recently extended the Product
process, thereby negatively impacting Company’s progress.
Linked Incentives (PLI) scheme to ACs, thus making
it one of the 12 champion sectors identified to make FINANCIAL PERFORMANCE
India a global manufacturing hub. The scheme is On a consolidated basis, total revenue stood at ` 303,052
targeted at substituting imports of components, which Lakh in financial year 2020-21 as compared to ` 396,279
currently stand at ` 110bn by reducing the disability Lakh in financial year 2019-20. Further, the Company
factor by 5%. The incentive amount proposed for achieved Operating EBIDTA of ` 22,858 Lakh in financial
RACs under the PLI scheme stands at ` 50bn. The year 2020-21 as compared to ` 32,617 Lakh in financial
incentive rate is 4-6%, the planned output over the year 2019-20. Net profit stood at ` 8,328 Lakh for
financial year 23-28 (5 years) could be almost ` 1.25tn. financial year 2020-21.
At the end of 10 years, industry bodies such as CEAMA

24 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

MANAGEmENT DISCUSSION & ANALYSIS (Contd.)

Particulars FY 2020-21 FY 2019-20 sales performance. To avoid such currency exchange

Debtors turnover 2.83 4.64 rate-related risks, the Company undertakes short-term
Interest coverage ratio* 3.93 5.56 risk hedging via forward exchange contracts and similar
Current ratio 1.31 1.20 instruments. Amber also undertakes medium to long
Net debt equity ratio (0.07) 0.21 term measures to continuously adjust procurement and
Operating EBIDTA 7.54 8.23 manufacturing operations and optimize them for changing
margin (%) currency exchange rate trends, and to balance imports and
Net profit margin (%) 2.75 4.14 exports in each currency. Through this, the Company works
* Interest Coverage Ratio = EBIT / Finance Cost to realize a business structure that is not greatly impacted
by fluctuations in currency exchange rates.
Risks and Concern
Risks related to technology, products, and services:
Management recognizes the following principal risks
The Company aims to generate customer value and
that may influence decisions made by investors given
social value, and makes concerted efforts to develop the
their significant impact on business conditions as stated
technology, products, and services that will consistently
in the securities report, and among matters pertaining
lead to customer satisfaction. However, the emergence of
to accounting status, consolidated companies’ financial
new technology, products or services that differ from those
status and business performance, as well as cash flows.
anticipated by the Company, or abrupt changes to the
Our risk management system addresses the increasingly
market such as rapidly escalating competition, including
complex risks that we face in our day-to-day operations.
from new market entrants, may lead to the necessity to
The risk management system conducts risk analysis of
amend or transform technology or product strategy. In that
economic and social changes and implements preventive
event, delays in bringing about new products or services,
measures that are best suit for the Company. The following
or launching new businesses, will cause the Company to
risks are attributable to our business.
lose its advantageous position against competitors or new
Risks related to changes in the market environment market entrants. As a result, this may impact the Company’s
The Company develops and manufactures products in each financial situation and management performance.
of its business domains, chiefly air conditioning, as it grows In-house sourcing by large brands: If RAC brands
its business nationally and globally. The Company strives to discontinue outsourcing of manufacturing of their products
raise market share by strengthening its sales network, offer or reduce the number of components outsourced by them
competitive products and services, and to cut fixed costs or if customers decide to perform these functions internally,
in order to expand its business and enhance profitability. then Amber’s future growth will be limited thereby impacting
Nonetheless, in the event of rising instability in the political sales and profitability.
situation, economic contraction, inclement weather, Risks related to procurement: In the event management
sweeping pandemic or other cause of deteriorating market conditions at suppliers deteriorates, or if natural disasters
conditions, there is a possibility that demand will decline, or accidents occur, the Company makes efforts to ensure
or also for its products, and that business expansion and that raw materials, parts, and other items are supplied
increase in profitability will not progress as planned. As a in a stable and timely manner, and at reasonable prices.
result, there is a possibility of an impact on the Company’s This can be achieved by diversifying its suppliers and
financial situation and management performance. dispersing sourcing geographically, as well as by creating
Pricing pressure from customers, commodity, and parts commonalities and standardization, among other
currency fluctuations: Clients often pursue price reduction efforts. However, in the short term, it may be difficult to
negotiations with suppliers as their volumes increase. take the measures described above, and in the event of
Hence, continuous market share gains and widespread an unforeseen situation, the Company could experience
client base is essential to improve profitability. Also, sharp shortages of raw materials and parts, delays in delivery,
fluctuations in commodity prices and currency can impact and other problems. In this case, there is a possibility that
gross margins for Amber. this may have an impact on the Company’s business. In
In addition, because the Company engages in foreign addition, the Company and its suppliers set prices of raw
currency-denominated transactions in raw materials materials and parts in accordance with a contract. Amber
and parts procurement and in the sale of goods and strives to enable procurement at stable prices through long-
services, there is a possibility that fluctuations in currency term contracts and other means, although abrupt changes
exchange rates could impact manufacturing costs and in the supply and demand environment or fluctuations
in exchange rates may make sharp rises in procurement

Annual Report 2020-21 25

MANAGEmENT DISCUSSION & ANALYSIS (Contd.)

prices unavoidable. In such an event, there is a possibility For many years, the Company has invested in the
that there will be an impact on the Company’s financial development of a proactive culture of occupational health,
situation and management performance. safety, and security, in addition to the traditional reactive
Risks related to climate change and other environmental approach. This proactive culture reinforces the factors that
issues: Amber develops and spreads energy conserving, contribute positively to safety.
high efficiency air conditioners with lower global warming INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
potential and generates solutions for the efficient use of
The Company has an adequate internal control framework
energy throughout entire buildings. In this way it is taking
in place. It is designed to provide a reasonable assurance
aggressive action to curb greenhouse gas emissions,
with regard to maintenance of proper accounting records for
and to protect the global environment. However, given
ensuring reliable financial reporting, monitoring operations
deepening global environmental problems, in the event
and compliance with applicable laws and regulations.
that regulations covering use and emissions of greenhouse
The Company has documented policies and procedures
effect causing refrigerant gas and regulations pertaining
covering all financial and operating functions. The Audit
to energy conservation become more stringent, there is a
Committee regularly reviews significant internal audit
possibility of increased costs necessary to adhere to such
findings and closure of all agreed actions and progress of
regulations. In addition, in the event that taking a sufficient
the audit plan. The Committee monitors the adequacy and
response to these regulations is difficult and delays occur,
reliability of financial reporting, internal control and risk
product sales may be hindered, and there may be an impact
management systems.
on smooth business operations. In addition, Amber takes
Internal audit also carries out independent testing of
every possible measure to prevent environmental pollution
operating effectiveness of internal controls. Based on the
from its business activities, including not only compliance
assessment carried out and evaluations of the results,
with regulations but also the establishment of even stricter
the Board of Directors is of the opinion that the Company
voluntary standards. The emergence of such risks entails
had an adequate Internal Financial Controls system that
a possibility of an impact on the Company’s financial
operated effectively as of 31 March 2021.
situation and management performance.
CAUTIONARY STATEMENT
HUMAN RESOURCE
The Statement in this Management Discussion and
Amber, as an organisation, has always strived for
Analysis Report describing the Company’s objectives,
embedding the right culture, promote Company values and
projections, estimates, expectations, or predictions may
sustain strong employee identification with those values.
be ‘forward looking statements’ within the meaning of
Amber implements a Human Resources strategy that
applicable laws and regulations. Actual results might differ
reconciles economic performance, human progress and
substantially or materially from those expressed or implied.
societal contributions. Along with its actions to promote
Important developments that could affect the Company’s
diversity, the HR policy also aims to prepare the Company
operations include demand-supply conditions, changes
for changes in its environment. It thrives upon anticipating,
in Government and international regulations, tax regimes,
developing, and evolving skills that are adapted to a
economic developments within and outside India and other
changing market which are aligned to its varied business
factors such as litigation and labour relations.
lines.

26 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21

Dear Members,
Your Directors are pleased to present the 31st ANNUAL REPORT on the Business and Operations of the Company along with
the audited financial statements (standalone and consolidated) for the financial year ended 31 March 2021.

1. FINANCIAL RESULTS – STANDALONE AND CONSOLIDATED

The standalone and consolidated financial highlights of your Company are as follows:
(Amt in Lakh)
Particulars Standalone Consolidated
For the financial year ended For the financial year ended
31 March 2021 31 March 2020 31 March 2021 31 March 2020
Revenue from operations 2,29,590.56 3,00,273.51 3,03,052.01 3,96,279.33
Other Income 2,992.20 586.63 3,309.99 815.81
Total Income from operations 2,32,582.76 300,860.14 3,06,362.00 3,97,095.14
Total Expenses 2,24,831.24 2,87,969.25 2,94,348.76 3,78,020.81
Profit Before Tax (PBT) 7,751.52 12,890.89 12,013.24 19,074.33
Tax Expense
Current Tax 1,714.48 2,881.48 3,164.57 4,326.06
Deferred Tax 881.35 (1,784.59) 520.75 (1,666.22)
Profit After Tax (PAT) 5,155.69 11,794.00 8,327.92 16,414.49
Earnings Per Equity Share (`)
Basic 15.77 37.50 24.96 50.37
Diluted 15.77 37.50 24.96 50.37

2. FINANCIAL HIGHLIGHTS and the date of this Report which affect the
• Total consolidated revenue from operations in financial statements of the Company in respect of
financial year 2020-21 was ` 3,03,052.01 Lakh as the reporting year.
compared to ` 3,96,279.33 Lakh in financial year
3. CONSOLIDATED FINANCIAL STATEMENTS
2019-20.
The consolidated financial statements of your
• Consolidated Profit before tax for financial year
Company for the financial year 2020 - 21, are prepared
2020-21 was ` 12,013.24 Lakh as compared to
in compliance with the applicable provisions of the
` 19,074.33 Lakh in financial year 2019-20.
Companies Act, 2013 (“the Act”), Indian Accounting
• Consolidated Profit after tax for financial year
Standards (“Ind AS”) and the Securities and Exchange
2020-21 was ` 8,327.92 Lakh as compared to
Board of India (Listing Obligations and Disclosure
` 16,414.49 Lakh in financial year 2019-20.
Requirements) Regulations, 2015, as amended [“SEBI
• Standalone revenue from operations in financial (LODR) Regulations”] which shall be placed before
year 2020-21 was ` 2,29,590.56 Lakh as compared the members in their forthcoming Annual General
to ` 3,00,273.51 Lakh in financial year 2019-20. Meeting (“AGM”). To comply with Section 129 (3) of
• Standalone Profit before tax for financial year the Act, a statement containing the salient features of
2020-21 was ` 7,751.52 Lakh as compared to the financial statements of subsidiary/ associate/ joint
` 12,890.89 Lakh in financial year 2019-20. venture companies is provided as Annexure in Form
• Profit after tax for financial year 2020-21 was AOC – 1 to the consolidated financial statements of
` 5,155.69 Lakh as compared to ` 11,794.00 Lakh in the Company and therefore not repeated hereby to
financial year 2019-20. avoid duplication.

• On consolidated and standalone basis the capital

4. CAPACITY EXPANSION, NEW PROJECTS & STRATEGIC
expenditure on tangible assets was made of
ALLIANCES
` 12,696.04 Lakh and ` 9,216.22 Lakh respectively
Two Green field facilities one in Supa region and other
and;
one in South India have been planned for expanding
• No material changes or commitments have
Room Air Conditioners & Components capacities
occurred between the end of the financial year
alongwith geographical reach.

Annual Report 2020-21 27

DIRECTOR’S REPORT 2020 - 21 (Contd.)

5. DEPOSITS 10. CREDIT RATING

Your Company has not accepted any deposits during During the financial year, CRISIL has revised its outlook
the financial year under review, falling within the on the long-term bank facilities of your Company
ambit of Section 73 of the Act and the Companies (Amber Enterprises India Limited (“Amber”); part of
(Acceptance of Deposits) Rules, 2014. the Amber group) from ‘Stable’ to ‘Positive’ while
reaffirming rating at ‘CRISIL A+’. The short term rating
6. TRANSFER TO GENERAL RESERVE has been reaffirmed at CRISIL A1’. The details of rating
The provisions of the Act do not mandate any transfer action are mentioned below :
of profits to any reserve. Your Company has neither
Rating Action
transferred nor proposes to transfer any amount to any
reserves. Total bank loan ` 935 Crore (enhanced from
facilities rated ` 650 Crore)
7. CHANGE IN THE NATURE OF BUSINESS, IF ANY Long-term rating CRISIL A+/Positive (Outlook
revised from ‘Stable’ and rating
During the financial year 2020 – 21 under review,
reaffirmed)
there was no change in the nature of business of the
Short-term rating CRISIL A1 (Rating reaffirmed)
Company or any of its subsidiaries or associates.
1 Crore = 10 Million
8. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
SHARE CAPITAL
The Board of Directors didn’t recommend any Dividend
The Authorised Share Capital of the Company is
for the financial year 2020 - 2021, due to impact of
` 45,00,00,000/- (Rupees Forty Five Crore only) divided
COVID -19 pandemic on the financial position of the
into 4,50,00,000 (Four Crore Fifty Lakh) equity shares of
Company.
` 10/- (Rupees Ten) each.
Further, the Company has planned expansion in two
During the financial year under review, there was no
Green field facilities one in Supa region and other one
change in the Authorised Share Capital of the Company.
in South India for expanding Room Air Conditioners &
Components capacities. During financial year 2020 - 21 under review, the
Company has issued and allotted 22,47,191
The Board of Directors of the Company in their meeting
equity shares at a price of ` 1,780 per
held on 8 February 2019 approved and adopted a
equity shares (including a premium of
Policy on Distribution of Dividend to comply with
` 1,770 per equity share) constituting a discount of
Regulation 43A of SEBI (LODR) Regulations and the
1.04% i.e. ` 18.72 per equity shares which is not more
same is uploaded on the website of the Company at
than 5% to the floor price of ` 1,798.72 per equity shares
the following link: http://www.ambergroupindia.com/
in the qualified institutions placement (the “QIP”)
dividend-distribution-policy/ and is also provided as
under Chapter VI of the Securities and Exchange Board
“Annexure – A”.
of India (Issue of Capital and Disclosure Requirements)
9. ACQUISITIONS Regulations, 2018, as amended and Section 42 and
Section 62, along with other applicable provisions, of

Sidwal Refrigeration Industries Private Limited
the Act read with Rule 14 of the Companies (Prospectus
(“Sidwal”)
and Allotment of Securities) Rules, 2014.
In the financial year 2020 - 21, your Company acquired
The issued and paid-up share capital of the Company
balance 20% stake of equity share capital of Sidwal
as on 31 March 2021 was ` 33,69,37,310 divided into
Refrigeration Industries Private Limited (“Sidwal”) on
3,36,93,731 equity shares of ` 10 each.
18 September 2020, Hence, Sidwal became Wholly
The Company has only one class of equity shares with
Owned Subsidiary of your Company.
face value of ` 10 each, ranking pari passu.

28 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21 (Contd.)

11. FINANCIAL LIQUIDITY of the Company by way of special resolution post

On Standalone basis cash and cash equivalent as at 31 listing.
March 2021 was ` 47,643 Lakh (previous year ` 9,171 The ESOP 2017 as originally introduced was already in
Lakh). The Company’s working capital management conformity with the SEBI SBEB Regulations; however, it
is robust and involves a well-organised process which was aligned by reflecting few cosmetic changes as per
facilitates continuous monitoring and control over prevailing regulations.
receivables, inventories and other parameters. Due to Further a total of 5,18,300 (Five Lakh Eighteen
the nature of the business, the Company maintains Thousand Three Hundred) Options/ shares were
flexibility in funding by maintaining availability under originally reserved under ESOP 2017 out of which no
committed facilities. Management monitors rolling Option has been granted so far. It is appreciated that
forecasts of the Company’s liquidity position and the Company would need more quantum of Options
cash and cash equivalents on the basis of expected in view of its ever-increasing human resources
cash flows. The Company takes into account the particularly with a view to attract, retain, and motivate
liquidity of the market in which the entity operates. In its critical resources and growth drivers, existing and
addition, the Company’s liquidity management policy joining in future, for contribution towards sustained
involves projecting cash flows in major currencies and corporate growth and profitability and reward them
considering the level of liquid assets necessary to meet in line with value created and wherever required with
these, monitoring balance sheet liquidity ratios against appropriate performance vesting conditions.
internal and external regulatory requirements and
In this background, ESOP 2017 has been amended
maintaining debt financing plans.
by increasing the Options reserve by an additional
Note : Cash and cash equivalents mentioned above quantum of 4,92,500 (Four Lakh Ninety Two Thousand
includes other bank balances, bank deposits with more Five Hundred) Options. The source of corresponding
than 12 months maturity and investment in bonds. number of additional shares shall be from fresh issue of
shares. With this, the total Options reserve under ESOP
12. EMPLOYEE STOCK OPTION SCHEMES 2017 shall be 10,10,800 (Ten Lakh Ten Thousand Eight
The Company had introduced an employee stock Hundred) Options. This amendment is not detrimental
option plan namely “Amber Enterprises India Limited to any employee and benefit of such amendment shall
- Employee Stock Option Plan 2017” (“ESOP 2017”/ be for such employees who shall be eligible for grant
“Plan”) to attract, retain, incentivise and motivate the under the ESOP 2017.
Company’s and its Subsidiaries’ eligible employees vide The Nomination and Remuneration Committee
its members’ special resolution dated 26 September (“Committee”) and the Board of Directors of your
2017 prior to its initial public offer (“IPO”) of shares. Company had approved the aforesaid proposals of
In the meantime, IPO was made with listing of shares ratification and amendment vide their respective
done on 30 January 2018 on the recognised stock resolutions dated 7 November 2020.
exchanges. The Company has not granted any Consent of the members has been sought by way
employee stock options (“Option”) under the Pre-IPO of a special resolution pursuant to the SEBI SBEB
Plan so far. In terms of Regulation 12(1) of the Securities Regulations via postal ballot after which the Company
and Exchange Board of India (Share Based Employee would be able to grant Options under ESOP 2017 to the
Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), Company’s and its Subsidiaries’ eligible employees.
any fresh grant of Options can be made under ESOP
The brief details of the Employees Stock Option
2017 in case such ESOP 2017 is in compliance with the
Scheme are detailed as below:
SEBI SBEB Regulations and is ratified by the members

Total Options granted till 31 March 2021 Nil

Total Options granted till the date of report 2,20,000 (Two Lakh Twenty Thousand) Options
Options vested; N.A.
Options exercised; N.A.
The total number of shares arising as a result of exercise of N.A.
option;
Options lapsed None
The exercise price; ` 2,400

Annual Report 2020-21 29

DIRECTOR’S REPORT 2020 - 21 (Contd.)

Variation of terms of options; Nil

Money realised by exercise of options; N.A.
Total number of options in force; 10,10,800 (Ten Lakh Ten Thousand Eight Hundred)
Options.
Employee wise details of options granted to :
Key Managerial Personnel :
1. Mr. Udaiveer Singh 70,000 Options
2. Mr. Sanjay Arora 50,000 Options
3. Mr. Sachin Gupta 50,000 Options
4. Mr. Sudhir Goyal 50,000 Options
ii) Any other employee who receives a grant of options in any Nil
one year of option amounting to 5% or more of options
granted during that year.
(iii) Identified employee who was granted option, during any one Nil
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at
the time of grant.

After the closure of financial year 2020 – 21, the Nomination and Remuneration Committee in its meeting held on 19 April
2021 has granted 2,20,000 options to certain identified eligible employees of the Company and its subsidiaries.
Your Company has received a certificate from M/s Walker Chandiok & Co. LLP, Statutory Auditors that the ESOP 2017 for
grant of stock options has been implemented in accordance with the SEBI Regulations and the resolution passed by the
members in their general meeting and via postal ballot. The certificate would be placed/available at the ensuing Annual
General Meeting for inspection by the members.

13. RELATED PARTY TRANSACTIONS Attention of Members is drawn to the disclosure of

To comply with the provisions of Section 188 of the transactions with the related parties set out in Note
Act and Rules made thereunder read with Regulation no. 46 of the standalone financial statements, forming
23 of SEBI (LODR) Regulations, your Company took part of the Annual Report. Your Company has framed
necessary prior approval of the Audit Committee a Policy on Related Party Transactions in accordance
before entering into Related Party Transactions. The with SEBI (LODR) Regulations and as per the amended
Audit Committee has approved transactions through provisions of the Act. The Policy intends to ensure that
the omnibus mode in accordance with the provisions proper reporting, approval and disclosure processes
of the Act and SEBI (LODR) Regulations. Related Party are in place for all transactions between the Company
Transactions were disclosed to the Board on regular and related parties.
basis as per Ind AS-24. All contracts / arrangements / The policy is uploaded on the website of the Company
transactions entered into by the Company with related at the Web-link: http://www.ambergroupindia.com/
parties, as defined under the Act and SEBI (LODR) policy-materiality-dealing-related-party-transactions.
Regulations during financial year 2020 - 21, were in the In accordance with Section 134(h) of the Act read
ordinary course of business and on arm’s length basis. with Rule 8(2) of Companies (Accounts) Rules, 2014,
During the year under review, your Company had not the particulars of contracts or arrangements entered
entered into any contract/ arrangement/ transaction into by the Company with the related parties referred
with related parties which could be considered material to in Section 188(1) of the Act, have been provided in
in accordance with the Policy of the Company for Form AOC-2 and attached the same as “Annexure - B”.
Related Party Transactions.
14. PARTICULARS OF LOANS, GUARANTEES AND
None of the transactions with any of the related parties
INVESTMENTS
were in conflict with the interest of the Company rather,
these were synchronised and synergised with the Details of loans, guarantees, securities and investments
Company’s operations. covered under the provisions of Section 186 of the
Act are given in the notes to the standalone financial
statements.

30 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21 (Contd.)

15. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES IL JIN Electronics (India) Private Limited (“IL JIN”)
Your Company has following wholly owned subsidiaries IL JIN, a subsidiary of your Company was incorporated
and subsidiaries : as a Private Limited Company on 11 September 2001
under the provisions of Companies Act, 1956 having its
WHOLLY OWNED SUBSIDIARIES
Registered Office in New Delhi. Your Company holds
1. PICL (India) Private Limited; 70% stake in the equity share capital of IL JIN.
2. Appserve Appliance Private Limited IL JIN is engaged in the business of manufacturing,
3. Sidwal Refrigeration Industries Private Limited assembling, dealing, importing and exporting of
SUBSIDIARIES electronic assembled printed circuit boards for Air
conditioners and other consumer durables, electronics
1. IL JIN Electronics (India) Private Limited;
and automobiles.
2. EVER Electronics Private Limited.
During financial year 2020 - 21, IL JIN has reported
The Company shall make available the financial total income of ` 30,820.47 Lakh and Net profit of
statements of the subsidiary companies to any ` 657.89 Lakh.
member of the Company who may be interested in
obtaining the same. Further, the financial statements Ever Electronics Private Limited (“EVER”)
of the subsidiaries are also available on the website EVER, a subsidiary of your Company was incorporated
of the Company viz. www.ambergroupindia.com. as a Private Limited Company on 2 August 2004 under
To comply with the provisions of Section 129 of the the provisions of Companies Act, 1956 having its
Act, a separate statement containing salient features Registered Office in Pune, Maharashtra and is engaged
of financial statements of subsidiaries, associates in the business of assembly of electronics printed
and joint ventures of your Company forms part of circuit boards for Air conditioners & other consumer
consolidated financial statements. durables, electronics and automobiles. Your Company
acquired additional 51% stake in the equity share
Wholly Owned Subsidiaries
capital of Ever on 17 October 2019 and at present holds
PICL (India) Private Limited (“PICL”) 70% stake in the equity share capital of EVER.
PICL, a wholly owned subsidiary of your Company During financial year 2020 - 21, EVER has reported
was incorporated as a Private Limited Company on 13 total income of ` 15,440.55 Lakh and Net profit of
September 1994 under the provisions of Companies Act, ` 89.74 Lakh.
1956 having its Registered Office in New Delhi with the

Sidwal Refrigeration Industries Private Limited
business of manufacturing various kinds of fractional
(“Sidwal”)
horse power motors for WACs, SACs, commercial air
conditioner and other applications. During financial year Sidwal, a wholly owned subsidiary of your Company
2020 - 21, PICL has reported total income of was incorporated as a Private Limited Company on 16
` 13,129.12 Lakh and a net loss of ` (693.18) Lakh. August 1965 under the provisions of Companies Act,
1956 having its Registered Office in New Delhi and is
Appserve Appliance Private Limited (“Appserve”) engaged in the business of manufacturing and sale of
Appserve, a wholly owned subsidiary of your Company Heating, Ventilation and Air Conditioning equipment for
was incorporated as a Private Limited Company on 4 railways, metros, defence, bus, telecom, commercial
December 2017 under the provision of the Act having refrigeration and related components for private and
its Registered Office in Rajpura, Punjab with the object government customers. Your Company acquired
of carrying out the business of manufacture, repair, balance 20% stake of equity share capital of Sidwal
maintenance, installation, assembly and routine on 18 September 2020, Hence, Sidwal became Wholly
servicing activities of all kinds of white goods i.e. RACs, Owned Subsidiary of your Company.
washing machines, refrigerators, consumer durables During financial year 2020 - 21, Sidwal has reported
and other similar equipment and components and to total income of ` 20,357.21 Lakh and Net profit of
establish repair shops for the same along with other ` 3,564.18 Lakh.
related activities.
A statement containing highlights of performance
During financial year 2020 - 21, Appserve has reported of each subsidiary company, salient features of their
` 0.43 Lakh income and booked a net loss of ` (5.79) financial statements for the financial year ended
Lakh.

Annual Report 2020-21 31

DIRECTOR’S REPORT 2020 - 21 (Contd.)

31 March 2021 and their contribution to the overall and 203 of the Act read with Companies (Appointment
performance of the Company is provided in Form and Remuneration of Managerial Personnel) Rules,
AOC - 1 as “Annexure - C” and forms part of this Annual 2014, following continued to be the Key Managerial
Report and the consolidated financial statements of Personnel’s of your Company :
the Company for the reference of the members. The (a) Mr. Jasbir Singh– Chairman & Chief Executive
same is not being repeated here for the sake of brevity. Officer
There are no companies which have ceased to be its (b) Mr. Daljit Singh – Managing Director
subsidiaries, joint ventures or associates companies
(c) Mr. Sanjay Arora – Chief Executive Officer
during the financial year.
(Electronics Division)
15.1 MATERIAL SUBSIDIARIES (d) Mr. Udaiveer Singh – Chief Executive Officer
To comply with the provisions of Regulation 16(c) (Mobility Application Division)
of SEBI (LODR) Regulations, the Board of Directors (e) Mr. Sachin Gupta – Chief Executive Officer (RAC
of the Company have approved and adopted a and CAC Division)
Policy for determining material subsidiary and
(f) Mr. Sudhir Goyal – Chief Financial Officer
as on 31 March 2021, IL JIN and Sidwal are the
(g) Ms. Konica Yadav – Company Secretary and
material subsidiaries of the Company in terms of
Compliance Officer
the said policy. The policy on material subsidiary
has been uploaded on the website of the Company
17. BOARD MEETINGS
at the Web-link: http: //www.ambergroupindia.
com/policy-determination-material-subsidiary- During the financial year, four meetings of the Board of
governance-subsidiary. Directors were held on: 30 May 2020, 7 August 2020, 7
November 2020, and 30 January 2021. The intervening
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL gap between these meetings was within the period
prescribed under the Act and SEBI (LODR) Regulations.
The Independent Directors hold office for a fixed period
The details of the meetings and attendance of the
of five years from the date of their re-appointment
Directors are provided in the Corporate Governance
and are not liable to retire by rotation. Out of the
Report.
remaining 2 Executive/ Non-Independent Directors, in
accordance with Section 152 of the Act and the Articles The 30th Annual General Meeting of the Company was
of Association of the Company, Mr. Daljit Singh being held on 4 September 2020.
longest in office retire by rotation and being eligible,
offer his candidature for re-appointment as Director. 18. BOARD COMMITTEES

As per the provisions of Section 149 of the Act, the The Company has duly constituted Board level
members of the Company at AGM held on 23 August Committees namely Audit and Risk Management
0219 re-appointed Dr. Girish Kumar Ahuja (DIN Committee, Nomination and Remuneration Committee,
00446339), Ms. Sudha Pillai (DIN: 02263950) and Mr. Corporate Social Responsibility Committee and
Satwinder Singh (DIN: 00164903), for the period of 5 Stakeholders’ Relationship Committee as mandated
years with effect from 20 September 2019. by the applicable laws and as per the business
requirements.
Declaration from Independent Directors
The Board has an additional Committee of the Board
Your Company has received declarations from all the named Executive Committee, which is headed by Mr.
Independent Directors of the Company confirming that Jasbir Singh, Chairman and Chief Executive Officer
they meet the criteria of independence as prescribed of the Company which undertakes matters related to
under the Act and SEBI (LODR) Regulations. availing of credit facilities, opening and closing of Bank
In the opinion of the Board, Independent Directors account, providing loan or securities or guarantees on
fulfill the conditions specified in the Act, Rules made behalf of its subsidiaries and other routine matters
thereunder and SEBI (LODR) Regulations and are those are related to day to day operations of the
independent of the management. Company.
Key Managerial Personnel (“KMP”) The details with respect to Board Committees are
provided in the Corporate Governance Report of the
In accordance with the provisions of Section 2(51)
Company which forms part of this report.

32 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21 (Contd.)

19. MEETINGS OF INDEPENDENT DIRECTORS governance and operational matters are actioned upon
As per Schedule IV of the Act, Secretarial Standards-1 by the team.
(‘SS-1’) read with the Guidance Note on SS-1 and SEBI The details of programs for familiarisation of the
(LODR) Regulations, the meeting of the Independent Independent Directors with the Company, their roles,
Directors was held on 18 December 2020. rights, responsibilities in the Company, nature of the
industry in which the Company operates, business
20. ANNUAL EVALUATION OF THE BOARD, ITS model of the Company, number of programs and
COMMITTEES AND INDIVIDUAL DIRECTORS number of hours spent by each Independent Director in
Pursuant provisions of Section 134 (3)(p) of the Act terms of the requirements of SEBI (LODR) Regulations
read with the rules made thereunder, and Regulation are available on the Company’s website and can be
17(10) of SEBI (LODR) Regulations, a formal annual accessed at the weblink: http://www.ambergroupindia.
evaluation of the performance of the Board, its com/code-and-policies.
Committees, the Chairman as well as performance
of the Directors individually has been performed. 21. REMUNERATION POLICY
Evaluation was sought by way of a structured Pursuant to the provisions of Section 178 of the Act
individual questionnaire covering various aspects read with Rules made thereunder and Regulation
of the Board’s functioning such as adequacy of the 19 of SEBI (LODR) Regulations, the Nomination and
composition of the Board and its Committees, Board Remuneration Committee (“NRC”) of your Board has
culture, execution and performance of specific duties, formulated a Remuneration Policy for the appointment
obligations and governance, preparation & contribution and determination of remuneration of the Directors,
at Board meetings, leadership etc. and the evaluation Key Managerial Personnel, Senior Management and
was carried out based on responses received from the other employees of your Company. The NRC has also
Director. developed the criteria for determining the qualifications,
As part of the evaluation process, the Independent positive attributes and independence of Directors and
Directors in their separate meeting held on 18 for making payments to Executive and Non-Executive
December 2020 have reviewed the performance of Directors of the Company.
non-independent directors, Chairman and Board as The NRC takes into consideration the best remuneration
a whole along with review of quality, quantity and practices in the industry while fixing appropriate
timeliness of flow of information between Board and remuneration packages and for administering the
management and expressed their satisfaction over the long-term incentive plans, such as ESOPs, ESOSs etc.
same. Further, the compensation package of the Directors,
The performance evaluation of the respective Key Managerial Personnel, Senior Management and
Committees and that of Independent and Non- other employees is designed based on the set of
Independent Directors was done by the Board principles enumerated in the said policy.
excluding the Director being evaluated. Further, the Your Directors affirm that the remuneration paid
Committees were evaluated in terms of receipt of to the Directors, Key Managerial Personnel, Senior
appropriate material for agenda topics in advance Management and other employees is as per the
with right information and insights to enable them to Remuneration Policy of your Company.
perform their duties effectively, review of committee
The Remuneration details of the Directors, Chief
charter, updation to the Board on key developments,
Financial Officer and Company Secretary, along with
major recommendations & action plans, stakeholder
details of ratio of remuneration of each Director to the
engagement, devoting sufficient time & attention on
median remuneration of employees of the Company
its key focus areas with open, impartial & meaningful
for the financial year under review are provided as
participation and adequate deliberations before
“Annexure – D”.
approving important transactions & decisions.
The Remuneration Policy of your Company
The actions emerging from the Board evaluation
can be viewed at the following link: http://www.
process were collated and presented before the
ambergroupindia.com/nomination-remuneration-
Nomination and Remuneration Committee as well as
policy.
the Board. Suggestions/feedback concerning strategic,

Annual Report 2020-21 33

DIRECTOR’S REPORT 2020 - 21 (Contd.)

22. REMUNERATION OF DIRECTORS, KEY MANAGERIAL Pursuant to the notification issued by the
PERSONNEL AND PARTICULARS OF EMPLOYEES Ministry of Corporate Affairs on 7 May 2018
amending Section 139 of the Act and the Rules
22.1 PERSONNEL
framed thereunder, the requirement to place the
As on 31 March 2021, total number of permanent
matter relating to the appointment of Auditors
employees on the records of your Company were
for ratification by members at every AGM has
1397 as against 1095 in the previous financial
been done away with vide notification dated 7
year.
May 2018 issued by the Ministry of Corporate
Your Directors places on record their appreciation Affairs. Accordingly, no resolution is proposed
for the significant contribution made by all for ratification of appointment of Auditors, who
employees, who through their competence, were appointed for a term of two years from the
dedication, hard work, co-operation and support conclusion of the 30th AGM held on 4 September
have enabled the Company to cross new 2020.
milestones on a continual basis.
They have audited the financial statements of the
22.2 PARTICULARS OF EMPLOYEES Company for the financial year under review. The
The information in respect of employees of the observations of statutory auditor in their Report
Company required pursuant to Rule 5 of the read with relevant Notes to financial statements
Companies (Appointment and Remuneration of are self-explanatory and therefore, do not require
Managerial Personnel) Rules 2014 will be provided further explanation.
upon request. In terms of Section 136 of the Act, The Auditors’ Report is unmodified i.e. it does not
the report and financial statements are being contain any qualification, reservation or adverse
sent to the Members and others entitled thereto, remarks.
excluding the aforesaid disclosure. If any member
Further, there were no frauds reported by the
is interested in obtaining a copy thereof, such
statutory auditor to the Audit Committee or the
member may write to the Company Secretary in
Board under Section 143(12) of the Act.
this regard.
23.2 SECRETARIAL AUDITOR
23. AUDITORS Pursuant to the provisions of Section 204 of the
23.1 
STATUTORY AUDITORS AND AUDITORS’ Act read with the Companies (Appointment and
REPORT Remuneration of Managerial Personnel) Rules,
M/s Walker Chandiok & Co. LLP, were initially 2014, the Company has appointed M/s. Amit
appointed as the statutory auditors of the Chaturvedi & Associates, a practicing Company
Company, for financial year 2012-13 and financial Secretary (Certificate of Practice Number: 14332)
year 2013-14, according to Section 224(1) of the to conduct the Secretarial Audit of your Company
Companies Act, 1956. for financial year 2020 - 21.

Thereafter the Company, in compliance with the The Company has annexed to this Board Report
“Transitional Period” appointed the M/s Walker as “Annexure - E”, a Secretarial Audit Report
Chandiok & Co. LLP as per erstwhile Companies given by the Secretarial Auditor.
Act, 1956 for financial year 2014-15 and opted for The Secretarial Audit report does not contain any
one-year transition period of financial year 2014- qualification, reservation or adverse remark.
15.
23.3 INTERNAL AUDITOR
The Company further appointed M/s Walker
During the financial year under review, Company
Chandiok & Co. LLP for one term of five
has appointed M/s Deepak Gulati & Associates,
consecutive financial years 2015-16 to 2019-20.
Chartered Accountants as Internal Auditor of the
M/s Walker Chandiok & Co. LLP have completed
Company for financial year 2020 – 21.
only 8 years of continuous appointment as the
statutory auditors of the Company. Findings and reports by Internal Auditor
are reviewed by the Audit Committee about
Thereafter, the Company appoint M/s Walker
compliance with internal controls, the efficiency
Chandiok & Co. LLP for a second term of two
and effectiveness of operations as well as key
years for financial year 2020-21 and financial year
process risks. The Audit Committee periodically
2021-22 from the conclusion of the 30th Annual
General Meeting till the conclusion of the 32nd reviews internal audit plans, significant audit
Annual General Meeting of the Company to be findings and adequacy of internal controls.
held in calendar year 2022.

34 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21 (Contd.)

23.4 COST AUDITOR plan is also aligned to the business objectives of

Pursuant to the provisions of Section 148(3) of the Company. Comprehensive policies, guidelines
the Act read with Rule 14 of the Companies (Audit and procedures are laid down for all business
and Auditors) Rules, 2014 (including any statutory processes. The internal control system has been
amendment(s) or re-enactments thereof) and all designed to ensure that financial and other records
other applicable rules, regulations and guidelines are reliable for preparing financial and other
framed thereunder as may be applicable from statements and for maintaining accountability of
time to time, the Board of Directors had on assets.
the recommendation of the Audit Committee Significant features of the Company’s internal
appointed M/s. K.G. Goyal & Associates, a firm of control system are:
Cost Accountants (Firm Registration No.000024),
• A well-established, independent, Internal
having its office at 4A, Pocket 2, Mix Housing
Audit team operates in line with best-in-class
Scheme, New Kondli, Mayur Vihar – III, New Delhi
governance practices. It reviews and reports
– 110 096 as Cost Auditor of the Company for
to the Audit Committee about compliance
financial year 2021 - 22.
with internal controls, the efficiency and
The partners of the firm are holding a valid effectiveness of operations as well as key
certificate of practice under sub-section (1) of process risks.
Section 6 of Cost and Works Accountants Act,
• The Audit Committee periodically reviews
1959.
internal audit plans, significant audit findings
The Company has received the certificate from and adequacy of internal controls.
M/s. K.G. Goyal & Associates, Cost Accountants,
• Systematic self-certification of adherence to
certifying they are independent firm of Cost
key internal controls, as part of control self-
Accountants and having arm’s length relationship
assurance by process owners, monitors and
with your Company.
reviewers.
Cost Audit Report for the financial year 2020 – 21
• Adherence with a comprehensive
is required to be filed by the Company with the
information security policy and continuous
Ministry of Corporate Affairs and Company will do
upgrades of the Company’s IT systems for
the related compliance accordingly.
strengthening automated controls.
Further, the remuneration of ` 45,000/- excluding
• During the financial year, the internal controls
applicable taxes and out of pocket expenses, if any
were tested and found effective, as a part of
payable to the Cost Auditor needs to be approved
the Management’s control testing initiative.
by the members at ensuing General Meeting of
the Company. The Resolution seeking members’ The report on the Internal Financial Controls
ratification on this item is included in the Notice issued by M/s. Walker Chandiok & Co. LLP,
convening the 31st Annual General Meeting. Chartered Accountant, the Statutory Auditors of
the Company is annexed to the Audit Report on
23.5 INTERNAL FINANCIAL CONTROLS AND THEIR the financial statements of the Company and
ADEQUACY does not contain any reportable weakness of the
The Company has established an internal control Company.
system, commensurate with the size, scale and Accordingly, the Board, with the concurrence of
complexity of its operations. Your Company the Audit and Risk Management Committee and
has a robust and well embedded system of the Auditors is of the opinion that the Company’s
internal controls. This ensures that all assets are Internal Financial Controls were adequate and
safeguarded and protected against loss from operating effectively for the financial year ended
unauthorised use or disposition and all financial 31 March 2021.
transactions are authorised, recorded and
reported correctly. 24. RISK MANAGEMENT POLICY / FRAMEWORK
An extensive risk based Programme of internal Pursuant to the provisions of Regulation 21(5) of
audits and management reviews provides SEBI (LODR) Regulations, as amended, the top 1000
assurance to the Board regarding the adequacy listed entities, determined on the basis of market
and efficacy of internal controls. The internal audit capitalisation, as at the end of the immediate previous

Annual Report 2020-21 35

DIRECTOR’S REPORT 2020 - 21 (Contd.)

financial year shall constitute a Risk Management the entity manages the risk and the related impact in
Committee. the financial statements.
Accordingly, the Board of Directors in their meeting The details of the Risk Management Committee as
held on 8 February 2019 has constituted its Risk at 31 March 2021 along with its charter are set out in
Management Committee to assist the Board in fulfilling the Corporate Governance Report, forming part of this
its responsibilities relating to evaluation and mitigating report.
various risks exposures that potentially impact
the Company. Thereafter, as per the SEBI (Listing 25. CORPORATE SOCIAL RESPONSIBILITY AND RELATED
Obligations and Disclosure Requirements) (Second MATTERS
Amendment) Regulations, 2021 notification dated Your Company has constituted a Corporate Social
05.05.2021, the Board in its meeting held on 22 May Responsibility (“CSR”) Committee which functions
2021 has merged the Risk Management Committee under direct supervision of Ms. Sudha Pillai,
and Audit Committee by changing the nomenclature Independent Director, who is the Chairperson of the
of “Audit Committee” to “Audit and Risk Management CSR Committee. Other members of the Committee are
Committee” of the Board. Mr. Jasbir Singh, Mr. Daljit Singh and Mr. Manoj Kumar
At present the Audit and Risk Management Committee Sehrawat.
comprises Dr. Girish Kumar Ahuja, Mr. Satwinder Your Company has implemented the CSR policy, duly
Singh, Ms. Sudha Pillai and Mr. Jasbir Singh. Dr. Girish formulated and recommended by the CSR Committee
Kumar Ahuja is the Chairman of this Audit and Risk to the Board. The CSR policy lays down CSR projects/
Management Committee. activities to be undertaken by your Company. The CSR
The Company has in place a Risk Management Policy. projects/activities undertaken by your Company are
The primary objectives of the Risk Management based on the approved CSR policy, which is available on
Policy include identification and categorisation of the Company’s website through Web-link: http://www.
potential risks, their assessment and mitigation. The ambergroupindia.com/corporate-social-responsibility.
Risk Management Committee identifies, evaluates As per the Company’s CSR policy, it continues to focus
and assesses the risks, understands the exposure of its CSR efforts on the following focus areas :
risks and accordingly prepares and oversees execution 1. PROMOTING AND PREVENTING HEALTH CARE,
of appropriate risk mitigation plan. It has identified SANITATION AND MAKING AVAILABLE SAFE
Risk Management Units within the Company, the risk DRINKING WATER: Eradicating hunger, poverty
profiles of which are constantly monitored and the and malnutrition, promoting preventive health
severity of risk is tracked, based on a systematic risk care and sanitation and making available safe
rating methodology. drinking water and spending on COVID -19;
The Risk Management Committee and the Board 2. PROMOTING EDUCATION: Promoting education,
have identified some elements of risks, which, including special education and employment
according to them are crucial to the Company. Details enhancing vocation skills especially among
of these elements of risks have been covered in the children, women, elderly and the differently abled
Management Discussion and Analysis, which form part and livelihood enhancement projects;
of this Annual Report and in Note 53 of the standalone
3. PROMOTING GENDER EQUALITY AND WOMEN
financial statements.
EMPOWERMENT: Promoting gender equality,
The Risk Management Committee maintains empowering women, setting up homes and
comprehensive risk management systems to ensure hostels for women and orphans; setting up old age
that the effectiveness of the mitigation action plan gets homes, day care centres and such other facilities
assessed independently. The effectiveness of system for senior citizens and measures for reducing
assessed and reviewed by the Risk Management inequalities faced by socially and economically
Committee on need basis and annually. backward groups;
The Company’s Board of Directors has overall 4. PROMOTING SPORTS: Construction of Sports
responsibility for the establishment and oversight of Stadium, Training to promote rural sports,
the Company’s risk management framework. The Note nationally recognised sports, paralympic sports
53 of the standalone financial statements explains the and Olympic sports;
sources of risk which the entity is exposed to and how

36 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21 (Contd.)

5. CONTRIBUTION TO PRIME MINISTER’ Company for the financial year 31 March 2021;
NATIONAL RELIEF FUND: Contribution to the (c) the directors had taken proper and sufficient care
Prime Minister’s National Relief Fund or any other for the maintenance of adequate accounting
fund set up by the Central Government for socio- records in accordance with the provisions of
economic development and relief and welfare of Companies Act for safeguarding the assets of the
the Scheduled Castes, the Scheduled Tribes, other Company and for preventing and detecting fraud
backward classes, minorities and women; and other irregularities;
6. PROMOTING RURAL DEVELOPMENT PROJECTS: (d) the directors had prepared the annual accounts
Strengthening rural areas by improving on a going concern basis;
accessibility, housing, drinking water, Sanitation,
(e) the directors had laid down internal financial
power and livelihoods, thereby creating
controls to be followed by the Company and that
sustainable villages.
such internal financial controls are adequate and
Your Company has an ongoing vibrant CSR program, were operative effectively; and
of which some of the notable ongoing investments
(f) the directors had devised proper systems to
in preventing and promoting health care, woman
ensure compliance with the provisions of all
empowerment programs, promoting and providing
applicable laws and that such systems were
education and skill development for livelihood of youths
adequate and operative effectively.
of our country, which supports the underprivileged,
socially and economically disadvantaged communities, 27. DISCLOSURES UNDER SEXUAL HARASSMENT
promoting preventive health care. OF WOMEN AT WORKPLACE (PREVENTION,
During the financial year 2020 - 21 the CSR Committee PROHIBITION & REDRESSAL) ACT, 2013
met twice on 30 May 2020 and 30 January 2021. Your Company has in place a policy on Prevention
During financial year 2020 - 21, on recommendation of of Sexual Harassment at workplace. This policy is in
CSR Committee Members, the Board approved the CSR line with the requirements of The Sexual Harassment
Budget amounting of ` 232.91 Lakh which amounts to of Women at the Workplace (Prevention, Prohibition &
2% of the average net profits of previous three financial Redressal) Act, 2013.
years and against the above approved budget ` 158.11 All employees, whether permanent, contractual,
Lakh was spent on CSR projects/activities in financial temporary and trainees are covered under this Policy.
year 2020 -21. The Company aims at providing a workplace that
Further, a detail about the CSR policy is available at enables employees to work without gender bias and
our website. The annual report on our CSR projects/ sexual harassment. To achieve this objective, the
activities is annexed as “Annexure - F” forming part of Company regularly organises awareness sessions at
this report. all locations to sensitise the employees and conduct
themselves in a professional manner.
26. DIRECTORS’ RESPONSIBILITY STATEMENT
As per the said Policy, an Internal Committee is also in
Your Directors make the following statement in terms place to redress complaints received regarding sexual
of Section 134(3)(c) of the Act, which is to the best harassment. During the financial year under review, no
of their knowledge and belief and according to the case was filed under the Sexual Harassment of Women
information and explanations obtained by them : at Workplace (Prevention, Prohibition and Redressal)
(a) in the preparation of the annual accounts for Act, 2013.
the financial year 31 March 2021, the applicable
accounting standards had been followed along 28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
with proper explanation relating to material Pursuant to the provision of Section 177(9) of the Act
departures; read with Rule 7 of the Companies (Meetings of Board
(b) the directors had selected such accounting and its Powers) Rules, 2014 and Regulation 22 of SEBI
policies and applied them consistently and made (LODR) Regulations, the Company has formulated
judgments and estimates that are reasonable Whistle Blower Policy and established Vigil Mechanism
and prudent so as to give a true and fair view of for the Directors and Employees of the Company to
the state of affairs of the Company at the end of report, serious and genuine unethical behavior, actual
the financial year and of the profit and loss of the or suspected fraud and violation of the Company’s

Annual Report 2020-21 37

DIRECTOR’S REPORT 2020 - 21 (Contd.)

code of conduct or ethics policy. It also provides 2015 (‘the PIT Regulations’) on prevention of insider
adequate safeguards against victimisation of persons, trading, your Company has revised its Code of Conduct
who use such mechanism and makes provision for for regulating, monitoring and reporting of trading by
direct access to the Chairman of the Audit Committee. Designated Persons in line with the recent amendments
The main objective of this policy is to provide a brought by SEBI in the PIT Regulations.
platform to Directors and Employees to raise concerns The said Code lays down guidelines, which advise
regarding any irregularity, misconduct or unethical Designated Persons on the procedures to be followed
matters / dealings within the Company which have a and disclosures to be made in dealing with the shares
negative bearing on the organisation either financially of the Company and cautions them on consequences
or otherwise. of non-compliances.
During financial year 2020 – 21, no personnel of Your Company also has a Code of practices and
the Company have been denied access to the Audit procedures of fair disclosures of unpublished
Committee for reporting concerns, if any. price sensitive information including a policy for
The Policy on Vigil Mechanism and Whistle Blower determination of legitimate purposes along with the
Policy as approved by the Board is available on the Institutional Mechanism for prevention of insider
Company’s website and can be accessed at the trading and Policy and procedures for inquiry in case
Web-link: http://www.ambergroupindia.com/whistle- of leak of unpublished price sensitive information
blower-policy/ or suspected leak of unpublished price sensitive
information.
The Company has also adopted a Code of Conduct
for Directors and Senior Managerial Personnel which Further, your Company has put in place adequate and
is available on the website of the Company under the effective system of internal controls and standard
weblink: http://www.ambergroupindia.com/code- processes have been set to ensure compliance with
conduct-directors-senior-management-personnel. the requirements given in these regulations to prevent
insider trading.
This policy provides an additional channel to the
normal management hierarchy for employees to raise To increase awareness on the prevention of insider
concerns about any breach of the Company’s Values trading in the organisation and to help the Designated
or instances of violations of the Company’s Code of Persons to identify and fulfill their obligations, a
Conduct. Therefore, it’s in line with the Company’s comprehensive campaign was run at all locations of
commitment to open communication and to highlight Amber. This included display of relevant and useful
any such matters which may not be getting addressed content by way of posters on the notice boards and
in a proper manner. During the financial year under other strategic locations, placement of standees
review, no complaint under the Whistle Blower Policy at common areas, key messaging through desktop
was received. wallpapers and screensavers, orientation sessions
as part of regular employee induction, conducting
29. INSIDER TRADING CODE Company-wide workshops for all Designated Persons
In compliance with the Securities and Exchange Board by a subject matter expert, sending mails for closure of
of India (Prohibition of Insider Trading) Regulations, trading window and submission of periodic disclosures,
etc.

30. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT:

The following are the details that are required to be provided under Schedule V (F) of the SEBI (LODR) Regulations:

Number of Number of Number of Aggregate number of The voting rights on

Shareholders and shareholders who shareholders to shareholders and the these shares shall
outstanding shares in approached listed whom shares were outstanding shares in remain frozen till the
the suspense account entity for transfer of transferred from the suspense account rightful owner of such
in the beginning of the shares from suspense suspense account lying at the end of the shares claims the
year (1 April 2020) account during the during the year year (31 March 2021) shares
year
None None None None None

38 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21 (Contd.)

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT the foreseeable future, given early and required steps
The Management Discussion and Analysis Report taken to contain, protect and mitigate the exposure.
forms an integral part of this report and gives details of
36. LISTING
the overall industry structure, economic developments,
financial and operational performance and state of The equity shares of the Company are listed on the
affairs of your Company’s business and other material trading terminals of the National Stock Exchange of
developments during the financial year under review. India Limited and BSE Limited.

32. BUSINESS RESPONSIBILITY REPORT 37. GREEN INITIATIVE

As stipulated under the SEBI (LODR) Regulations, Electronic copies of Annual Report 2020 – 21 and the
the Business Responsibility Report (“BRR”) has Notice of 31st Annual General Meeting are sent to all
been prepared and forms part of the Annual Report members whose email addresses are registered with
as “Annexure - G”. The Report provides a detailed the Company/ depository participant(s). For members
overview of initiatives taken by your Company from who have not registered their email addresses, physical
environmental, social and governance perspectives. copies are sent in the permitted mode.

33. CORPORATE GOVERNANCE 38. HUMAN RESOURCES DEVELOPMENT AND

INDUSTRIAL RELATIONS
Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to As of 31 March 2021, Your Company employed 1,397
the Corporate Governance requirements set out by fulltime employees. Your Company believes that
Securities and Exchange Board of India. The report on its employees are its core strength and accordingly
Corporate Governance as stipulated under Schedule development of people and providing a ‘best-in-class’
V(c) of the SEBI (LODR) Regulations, forms an integral work environment is a key priority for the Organisation
part of this Report and the same is attached with this to drive business objectives and goals. Robust HR
report as “Annexure – H”. policies are in place which enables building a stronger
performance culture and at the same time developing
The certificate on compliance with Corporate
current and future leader.
Governance norms is also attached thereto. The
certificate from M/s. Amit Chaturvedi & Associates, 38.1 CREATING A NEW PERFORMANCE CULTURE
a firm of Company Secretaries, confirming the Performance for the Company is the sum total
compliance of conditions of Corporate Governance of value creation within the Organisation. The
as stipulated under Schedule V (E) of the SEBI (LODR) leadership focus is such that performance is
Regulations is annexed as “Annexure - I”. measured on a continuous basis and performance
culture is driven to make every month a successful
34. MATERIAL CHANGES AND COMMITMENTS,
month. The significant overall improvement in
AFFECTING THE FINANCIAL POSITION OF THE
the performance of the Company during the last
COMPANY
two years is a testimony to the leadership and
There are no material changes and commitments management focus on this performance driven
affecting the financial position of the Company that culture which has resulted in highly engaged and
have occurred between the end of the financial year motivated teams.
of the Company to which the financial statements
38.2 TAKING EMPLOYEE ENGAGEMENT TO NEXT
relate and the date of the report i.e. between 1 April
LEVEL
2021 to 22 May 2021, except those included in this
report. However, in view of the ongoing Covid-19 Your Company has a rich legacy of nurturing and
pandemic, your Company carried out a comprehensive promoting talent from within the Organisation
assessment of possible impact on its business thereby creating a healthy and vibrant work
operations, financial assets, contractual obligations culture across the Company. “Leadership through
and its overall liquidity position, based on the internal Innovation” is one such engagement forum
and external sources of information and application of which engages employees at a national level
reasonable estimates. Your Company did not foresee competition across all locations to showcase
any significant incremental risk to the recoverability of their innovative ideas and skills. This platform
its assets or in meeting its financial obligations over challenges employees to question status-quo at

Annual Report 2020-21 39

DIRECTOR’S REPORT 2020 - 21 (Contd.)

the work place and to take a leap of faith towards leading from the front with emerging best practices in
our journey of innovation. IR and building a relationship of mutual understanding
Several cultural and social programmes are with investor/analysts.
organised within the Company to recognise and Your Company ensures that critical information
promote talent which goes a long way in fostering about the Company is available to all the investors
camaraderie among employees and promotes a by uploading all such information at the Company’s
sense of belonging in the Organisation. website.
The human resources development function of
40. EXTRACT OF ANNUAL RETURN
the Company is guided by a strong set of values
and policies. Your Company strives to provide the As required pursuant to Section 92(3) of the Act read
best work environment with ample opportunities with rule 12(1) of the Companies (Management and
to grow and explore. Your Company maintains Administration) Rules, 2014, an extract of annual return
a work environment that is free from physical, in MGT - 9 is given in the “Annexure - J” and forms part
verbal and sexual harassment. of this Report.
The management believes that the competent and
41. COMPLIANCE WITH SECRETARIAL STANDARDS
committed human resources are vitally important
to attain success in the organisation. In line with The Company is fully compliant with the applicable
this philosophy, utmost care is being exercised Secretarial Standards (“SS”) viz. SS-1 & SS-2 on
to attract quality resources and suitable training meetings of the Board of Directors and General
is imparted on various skill-sets and behavior. meetings respectively.
Annual sports and games were conducted across
42. CONSERVATION OF ENERGY, TECHNOLOGY
the organisation to enhance the competitive spirit
ABSORPTION AND FOREIGN EXCHANGE EARNINGS/
and encourage bonding teamwork among the
OUTGO
employees.
The information required under Section 134 (3) (m) of
The Company maintained healthy, cordial and
the Act read with Rule 8(3) of Companies (Accounts)
harmonious industrial relations at all levels during
Rules, 2014, is appended hereto as “Annexure - K” and
the year under review.
forms part of this Report.
38.3 INDUSTRIAL RELATIONS
The Company enjoyed harmonious industrial 43. STATUTORY DISCLOSURE
relations during the financial year. The robust Your Directors state that no disclosure or reporting
employee relation practices, a collaborative is required in respect of the following items as there
approach to working and vibrant work culture has were no transactions/events on these items during the
created a win-win situation for both employees financial year under review :
and the Organisation. This caring spirit has 1. Deposits from the public falling within the ambit
gone a long way in maintaining a harmonious of Section 73 of the Act read with Companies
environment across all units. (Acceptance of Deposits) Rules, 2014.
2. Issue of equity shares with differential rights as to
39. INVESTOR RELATIONS
dividend, voting or otherwise.
Your Company continuously strives for excellence in its
3. Issue of shares (including sweat equity shares)
Investor Relations (“IR”) engagement with International
to employees of the Company under any scheme
and domestic investors through structured conference-
save or ESOS.
calls and periodic investor/analyst interactions
like individual meetings, participation in investor 4. No significant or material orders were passed
conferences, quarterly earnings calls and annual by the Regulators or Courts or Tribunals which
analyst meet with the Chairman & Chief Executive impact the going concern status and Company’s
Officer, Managing Director, Executive Director and operations in future.
Business Heads. Your Company interacted with various 5. Voting rights which are not directly exercised
Indian and overseas investors and analysts (excluding by the Employees in respect of shares for the
quarterly earnings calls and specific event related subscription/ purchase of which loan was given
calls) after listing. Your Company always believes in by the Company (as there is no scheme pursuant

40 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

DIRECTOR’S REPORT 2020 - 21 (Contd.)

to which such persons can beneficially hold The Company is not obliged to update any such
shares as envisaged under Section 67(3)(c) of the forward-looking statements. Some important factors
Act). that could influence the Company’s operations
6. Buy Back of Shares. comprise economic developments, pricing and
demand and supply conditions in global and domestic
44. AWARDS AND ACCOLADES markets, changes in government regulations, tax laws,
During the financial year under review your Company litigation and industrial relations.
received the following awards and accolades :
46. ACKNOWLEDGEMENT
1) “Excellence in Consumer Durables & Electronics
Your Company’s organisational culture upholds
Manufacturing” under category of Outstanding
professionalism, integrity and continuous improvement
Contribution to Design Led Electronics
across all functions, as well as efficient utilisation of the
Manufacturing from ELCINA;
Company’s resources for sustainable and profitable
2) Special appreciation award by Swaraj M&M growth.
Tractors for supplying 13 new developed parts
The Directors place on record, their sincere appreciation
with all efforts to help them to achieve record No.
for the assistance, guidance and co-operation provided
14600+ Tractor Production.
by various government authorities, the banks/financial
45. CAUTIONARY STATEMENT institutions, business associates, stock exchanges
and other stakeholders such as members, customers,
The Board’s Report and Management Discussion &
suppliers and others. The employees of the Company
Analysis may contain certain statements describing
are instrumental in the Company scaling new heights
the Company’s objectives, expectations or forecasts
year after year, and their commitment and contribution
that appear to be forward-looking within the meaning
is deeply acknowledged. Shareholders’ involvements
of applicable securities laws and regulations while
are greatly valued. The Directors look forward to your
actual outcomes may differ materially from what is
continuing support.
expressed herein.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, G - 45, Silver Oak Avenue, DLF City, Phase - I,
Date : 22 May 2021 Dehradun – 248006, Uttarakhand Gurugram – 122002, Haryana

Annual Report 2020-21 41

ANNEXURE - A

DIVIDEND DISTRIBUTION POLICY

1. PREAMBLE 2.3 “Dividend” includes any interim dividend;

Regulation 43A of the SEBI (Listing Obligations and 2.4 “Listed Entity / Company” shall mean Amber
Disclosure Requirements) Regulations, 2015 read with Enterprises India Limited;
SEBI (Listing Obligations and Disclosure Requirements) 2.5 “Policy” means Dividend Distribution Policy;
(Second Amendment) Regulations, 2016 (the
2.6 “Stock Exchange” shall mean a recognised Stock
“Regulations”) mandated top five hundred listed
Exchange as defined under clause (f) of Section 2
companies (based on market capitalisation of every
of the Securities Contracts (regulation) Act, 1956.
financial year) to formulate a Dividend Distribution
Policy, which shall be disclosed in its Annual Report 3. POLICY
and on its website.
A. PARAMETERS AND FACTORS FOR DECLARATION
The policy, in the interest of providing transparency
OF DIVIDEND
to the shareholders, sets out the circumstances and
different factors for consideration by the Board at The dividend pay-out decision of the Board
the time of deciding on distribution or of retention of depends upon the following financial parameters,
profits. In view of the said requirement, the Board of internal and external factors :
Directors of the Company recognises the need to lay Financial parameters and Internal Factors:
down a broad framework with regard to the distribution
• Operating cash flow of the Company;
of dividend to its shareholders and utilisation of the
• Profit earned during the year;
retained earnings. The Policy reflects the intent of the
Company to reward its shareholders by distributing a • Profit available for distribution;
portion of its profits after retaining sufficient funds for • Earnings Per Share (“EPS”);
the business needs and growth of the Company. • Working capital requirements;
The Company would ensure to strike the right balance • Capital expenditure requirements;
between the quantum of the dividend paid and amount
• Business expansion and growth;
of profits retained in the business for various purposes.
The Board of Directors will have regards to this policy • Likelihood of crystallisation of contingent
while declaring/recommending dividends on the behalf liabilities, if any;
of the Company. Through this policy, the Company • Additional investment in subsidiaries and
would strive to maintain a consistent approach to associates of the Company;
dividend pay-out plans. • Up gradation of technology and physical
The Board of Directors (the “Board”) of Amber infrastructure;
Enterprises India Limited (the “Company”) at its • Creation of contingency fund;
meeting held on 8 February 2019 has adopted this
• Acquisition of brands and business;
Dividend Distribution Policy (the “Policy”), pursuant
• Cost of Borrowings;
to the terms of Regulation 43A of the SEBI (LODR)
Regulations, 2015 read with SEBI (LODR) (Second • Need for conservation of cash due to
Amendment), 2016. The policy shall become effective economic downturn;
from the date of its approval by the Board i.e. 8 February • Past dividend payout ratio / trends;
2019.
External Factors:

2. DEFINITIONS • Economic environment;

2.1 “Board” shall mean Board of Directors of the • Government regulations;

Company; • Capital markets;
2.2 “Companies Act” shall mean the Companies • Global conditions;
Act, 2013 and Rules thereunder, notified by the • Statutory provisions and guidelines;
Ministry of Corporate Affairs, Government of
• Dividend payout ratio of competitors;
India, as amended;

42 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - A (Contd.)

B. CIRCUMSTANCES UNDER WHICH THE and appropriate level of the profits earned by it
SHAREHOLDERS OF THE COMPANY MAY OR in its business, to the shareholders, in the form
MAY NOT EXPECT DIVIDEND of dividend. The Company would maintain a
The decision regarding dividend pay-out is a dividend pay-out as may be determined by the
crucial decision as it determines the amount Board from time to time, considering the general
of profit to be distributed among shareholders business factors and other significant parameters
of the Company and the amount of profit to be specified in this policy.
retained in business. The decision seeks to E. MANNER OF DIVIDEND PAYOUT
balance the dual objectives of appropriately
In case of final dividend:
rewarding shareholders through dividends and
retaining profits in order to maintain a healthy i. Recommendation, if any, shall be done by
capital adequacy ratio to support future growth. the Board, usually in the Board meeting that
The shareholders of the Company may not expect considers and approves the annual financial
dividend in the following circumstances, subject statements, subject to approval of the
to discretion of the Board: shareholders of the Company.
• Proposed expansion plans requiring higher ii. The dividend as recommended by the Board
capital allocation; shall be approved/declared at the Annual
General Meeting of the Company.
• Decision to undertake any acquisitions,
amalgamation, merger, joint ventures, iii. The payment of dividends shall be made
new product launches etc. which requires within the statutorily prescribed period from
significant capital outflow; the date of declaration, to those shareholders
who are entitled to receive the dividend on
• Requirement of higher working capital for
the record date/book closure period, as per
the purpose of business of the Company;
the applicable law.
• Proposal for buy-back of securities;
In case of interim dividend:
• In the event of loss or inadequacy of profit;
i. Interim dividend, if any, shall be declared by
C. UTILIZATION OF THE RETAINED EARNING
the Board.
The Board may retain its earnings in order to make
ii. Before declaring interim dividend, the Board
better use of the available funds and increase the
shall consider the financial position of the
value of the stakeholders in the long run. The
Company that allows the payment of such
decision of utilisation of the retained earnings
dividend.
of the Company shall be based on the following
iii. The payment of dividends shall be made
factors:
within the statutorily prescribed period from
• Market expansion plan;
the date of declaration to the shareholders
• Product expansion plan; entitled to receive the dividend on the record
• Increase in production capacity; date, as per the applicable laws.
• Modernisation plan; iv. In case no final dividend is declared, interim
• Diversification of business; dividend paid during the year, if any, will be
regarded as final dividend in the Annual
• Long term strategic plans;
General Meeting.
• Replacement of capital assets;
F. PARAMETERS TO BE ADOPTED WITH REGARD
• Where the cost of debt is expensive;
TO VARIOUS CLASSES OF SHARES
• Dividend payment ;
Since the Company has issued only one class
• Such other criteria’s as the Board may deem
of equity shares with equal voting rights, all
fit from time to time.
the members of the Company are entitled to
D. Rate/ Quantum of Dividend: receive the same amount of dividend per share.
It has always been the Company’s endeavour to Parameters for dividend payments in respect
deliver sustainable value to all its stakeholders. of any other class of shares will be as per the
The Company will strive to distribute an optimal respective terms of issue and in accordance with
the applicable regulations and will be determined,

Annual Report 2020-21 43

ANNEXURE - A (Contd.)

if and when the Company decides to issue any 6. DISCLOSURES

other classes of shares. The Dividend Distribution Policy shall be disclosed in
the Annual Report and on the website of the Company
4. THE POLICY SHALL NOT APPLY TO : i.e.www.ambergroupindia.com
• Determination and declaration of dividend on
preference shares, as and when issued by the 7. POLICY REVIEW AND AMENDMENTS
Company, as the same will be as per the terms of This Policy would be subject to modification in
issue approved by the shareholders; accordance with the guidelines / clarifications as may
• Distribution of dividend in kind, for instance- by be issued from time to time by relevant statutory and
issue of fully or partly paid bonus shares or other regulatory authority. The Board may modify, add, delete
securities, subject to applicable law; or amend any of the provisions of this Policy. Any
exceptions to the Dividend Distribution Policy must be
5. CONFLICT IN POLICY consistent with the Regulations and must be approved
In the event of any conflict between this Policy and the in the manner as may be decided by the Board.
provisions contained in the regulations, the regulations
shall prevail.

44 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - B

FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to
in sub-section (1) of Section 188 of the Act including certain arm’s length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis : Nil
There were no contracts or arrangements or transactions entered into during the year ended 31 March 2021, which were
not at arm’s length basis.
2. Details of contracts or arrangements or transactions at arm’s length basis :
The details are set out in the standalone financial statements forming part of this Annual Report. The same may be
referred for this purpose.
During the financial year under review, no material transactions, contracts or arrangements which were above the threshold
limits mentioned under Rule 15 of the Companies (Meetings of Board & its Powers) Rules, 2014, were entered with the related
parties by the Company. For more details on related party transactions, members may refer to the note 46 of the standalone
financial statements.
Appropriate approvals have been taken for related party transactions from Audit Committee and Board.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, G - 45, Silver Oak Avenue, DLF City, Phase - I,
Date : 22 May 2021 Dehradun – 248006, Uttarakhand Gurugram – 122002, Haryana

Annual Report 2020-21 45

ANNEXURE - C

FOrm AOC - I
(Pursuant to first proviso to Sub - Section (3) of Section 129 of the Act read with Rule 5 of Companies
(Accounts) Rules, 2014)
Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiary

(Amt in Lakh)
S. Particulars Details of Subsidiaries
No.
1. Name of the subsidiary : PICL (India) Appserve IL JIN Ever Electronics Sidwal
Private Limited Appliance Electronics Private Limited Refrigeration’s
(“PICL”) Private Limited (India) Private (“EVER”) Industries
(“Appserve”) Limited Private Limited
(“IL JIN”) (“Sidwal”)*
2. Reporting period for the : 1 April 2020 1 April 2020 1 April 2020 1 April 2020 1 April 2020
subsidiary concerned, to to to to to
if different from the
31 March 2021 31 March 2021 31 March 2021 31 March 2021 31 March 2021
holding Company’s
reporting period
3. Reporting currency : Indian Rupees Indian Rupees Indian Rupees Indian Rupees Indian Rupees
and Exchange rate as
on the last date of the
relevant financial year
in the case of foreign
subsidiaries
4. Share capital : Authorised Authorised Authorised Authorised Authorised Share
Share Capital: Share Capital: Share Capital: Share Capital: Capital: ` 600.00
` 500.00 ` 200.00 ` 400.00 ` 550.00 Paid Up Share
Paid Up Share Paid Up Share Paid Up Share Paid Up Share Capital: ` 450.00
Capital: Capital: Capital: Capital:
` 364.21 ` 200.00 ` 188.66 ` 547.45
5. Reserves & Surplus : ` 1,520.22 ` (175.36) ` 4,294.41 ` 1,928.05 ` 15,045.17
6. Total Assets : ` 13,407.91 ` 25.42 ` 14,885.92 ` 6,024.18 ` 21,218.89
7. Total Liabilities : ` 11,523.48 ` 0.78 ` 10,402.85 ` 3,548.68 ` 5,723.72
8. Investments : Nil Nil Nil Nil Nil
9. Turnover : ` 13,062.39 ` 0.00 ` 30,683.06 ` 15,406.57 ` 20,056.22
10. Profit/(Loss) before : ` (838.74) ` (5.79) ` 893.41 ` 123.70 ` 4767.33
taxation
11. Provision for taxation : ` (145.56) Nil ` 235.52 ` 33.96 ` 1,203.15
12. Profit/(Loss) after : ` (693.18) ` (5.79) ` 657.89 ` 89.74 ` 3,564.18
taxation
13. Proposed Dividend : Nil Nil Nil Nil Nil
14. % of shareholding : 100% 100% 70% 70% 100%

*On 18 September 2020, Sidwal became the Wholly Owned Subsidiary of Amber by virtue of acquiring balance 20% stake of
equity share capital of the Sidwal and controlling the composition of the Board of Sidwal.

46 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - C (Contd.)

Notes :
1. There is no subsidiary which is yet to commence operations.
2. There is no subsidiary which has been liquidated or sold during the year.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, G - 45, Silver Oak Avenue, DLF City, Phase - I,
Date : 22 May 2021 Dehradun – 248006, Uttarakhand Gurugram – 122002, Haryana

Annual Report 2020-21 47

ANNEXURE - D

Disclosure pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014

1. The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial
year:

Sl. Name & Designation Ratio

No.
1. Mr. Jasbir Singh, Chairman and Chief Executive Officer 67.5
2. Mr. Daljit Singh, Managing Director 60
3. Mr. Manoj Kumar Sehrawat, Nominee Director of Ascent Investment Holdings Pte. Not Applicable
Limited
4. Dr. Girish Kumar Ahuja, Independent Director 3
5. Mr. Satwinder Singh, Independent Director 3
6. Ms. Sudha Pillai, Independent Director 3.4

2. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company
Secretary or Manager, if any, in the financial year:

Sl. Name & Designation Increase in percentage

No.
1. Mr. Jasbir Singh, Chairman and Chief Executive Officer Nil
2. Mr. Daljit Singh, Managing Director Nil
3. Mr. Manoj Kumar Sehrawat, Nominee Director of Ascent Investment Holdings Pte. Not Applicable
Limited
4. Dr. Girish Kumar Ahuja, Independent Director Not Applicable
5. Mr. Satwinder Singh, Independent Director Not Applicable
6. Ms. Sudha Pillai, Independent Director Not Applicable
7. Mr. Sudhir Goyal, Chief Financial Officer 1.1%
8. Ms. Konica Yadav, Company Secretary and Compliance Officer 0%

3. Dr. Girish Kumar Ahuja, Mr. Satwinder Singh and Ms. Sudha Pillai were paid only sitting fees.
4. The percentage increase in the median remuneration of employees in the financial year: 3%
5. The number of permanent employees on the rolls of the Company as on 31 March 2021: 1397
6. The increment given to each individual employee is based on the employee’s potential, experience as also their performance
and contribution to the Company’s progress over a period of time. Average percentage increment of employees other
than the key managerial personnel in last financial year i.e. 2020-21 was : 0.5%
The compensation for the Key Managerial Personnel, Senior Management and Employees (Staff) of the Company is guided by
the external competitiveness and internal parity through annual benchmarking surveys.
Internally, performance ratings of all employees (Staff) are always spread across a normal distribution curve.
The rating obtained by an employee is used as an input to determine his variable and merit pay increases. Variable and merit
pay increases are calculated using a combination of individual performance and Company performance.
There are no exceptional circumstances for increase in managerial remuneration. Compensation is determined based on
identified skill sets critical to success of the Company. It is determined as per management’s review of market demand and
supply.
Workmen wages were paid in line with the best industry practices and applicable law.

48 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - D (Contd.)

Affirmation
It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other
employees, adopted by the Company.
Further, the statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required to be furnished pursuant to Section 197 (12) read with Rule 5 (2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Annual Report. However, as per the provisions of
Section 136 (1) of the Act, the reports and financial statements are being sent to all the Members of your Company excluding
the statement of particulars of employees. In terms of Section 136 of the Act, the said statement is open for inspection at the
website of the Company i.e. www.ambergroupindia.com. Any shareholders interested in obtaining a copy of the same may
write to the Company Secretary at infoamber@ambergroupindia.com or cs_corp@ambergroupindia.com.

Annual Report 2020-21 49

ANNEXURE - E

FORM NO. MR-3

SECRETARIAL AUDIT REPORT
FOr THE fINANCIAL YEAr ENdEd MArCH 31, 2021
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]

To (v) The following Regulations and Guidelines prescribed

The Members under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
AMBER ENTERPRISES INDIA LIMITED
a. The Securities and Exchange Board of India
CIN L28910PB1990PLC010265
(Substantial Acquisition of Shares and Takeovers)
Registered Office: C 1 PHASE II, FOCAL POINT, RAJPURA Regulations, 2011;
TOWN PUNJAB - 140 401
b. The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992;
We have conducted the Secretarial Audit of the compliances c. The Securities and Exchange Board of India
of applicable statutory provisions and the adherence to (Issue of Capital and Disclosure Requirements)
good corporate practices by AMBER ENTERPRISES INDIA Regulations, 2009;
LIMITED (hereinafter called the “Company”). Secretarial
d. The Securities and Exchange Board of India
Audit was conducted in a manner that provided us a
(Employee Stock Option Scheme and Employee
reasonable basis for evaluating the corporate conducts/
Stock Purchase Scheme) Guidelines, 1999;
statutory compliances and expressing our opinion thereon.
e. The Securities and Exchange Board of India (Issue
Based on our verification of the AMBER ENTERPRISES INDIA
and Listing of Debt Securities) Regulations, 2008;
LIMITED books, papers, minute books, forms and returns
filed and other records maintained by the Company and f. The Securities and Exchange Board of India
also the information provided by the Company, its officers, (Registrars to an Issue and Share Transfer Agents)
agents and authorised representatives during the conduct Regulations, 1993 regarding the Companies Act
of secretarial audit, we hereby report that in our opinion, the and dealing with client;
Company has, during the audit period covering the financial g. The Securities and Exchange Board of India
year ended on March 31, 2021 generally complied with (Delisting of Equity Shares) Regulations, 2009;
the statutory provisions listed hereunder and also that the and
Company has proper Board-processes and compliance h. The Securities and Exchange Board of India
mechanism in place to the extent, in the manner and subject (Buyback of Securities) Regulations, 1998;
to the reporting made hereinafter:
(vi) Other laws applicable to the Company as per the
We have examined the books, papers, minute books, forms representations made by the Management.
and returns filed and other records maintained by AMBER
We have also examined compliance with the (Listing
ENTERPRISES INDIA LIMITED for the financial year ended
Obligations and Disclosure Requirements) Regulations,
on March 31, 2021, according to the provisions of:
2015 by the Company with BSE Limited and National Stock
(i) The Companies Act, 2013 (the Act) and the rules made Exchange Limited of India also the Secretarial Standard I and
there under; Secretarial Standard II issued by the Institute of Company
(ii) The Securities Contracts (Regulation) Act, 1956 Secretaries of India (ICSI) were applicable to the Company
(‘SCRA’) and the rules made there under; for the period under review.
(iii) The Depositories Act, 1996 and the Regulations and We further report that the Board of Directors of the Company
Bye-laws framed there under; is duly constituted with proper balance of Executive Directors,
(iv) Foreign Exchange Management Act, 1999 and the Non-Executive Directors and Independent Directors.
rules and regulations made there under to the extent of We further report that adequate notice is given to all directors
Foreign Direct Investment, Overseas Direct Investment to schedule the Board Meetings, agenda and detailed notes
and External Commercial Borrowings; on agenda were sent adequately in advance and a system
exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and

50 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - E (Contd.)

for meaningful participation at the meeting. Decisions at the of the Company to monitor and ensure compliance with
Board Meetings, as represented by the management, were applicable laws, rules, regulations and guidelines.
taken unanimously. We further report that during the period under review, as
We further report that as per the explanations given to us explained and represented by the management, there
and the representations made by the Management and were no specific events/actions in pursuance of the above
relied upon by us there are adequate systems and processes referred laws, rules, regulations, guidelines, standards etc.,
in the Company commensurate with the size and operations having a major bearing on the Company’s affairs.

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-
CS AMIT CHATURVEDI
Place: New Delhi Practicing Company Secretary
Dated: 22 May 2021 (M. No. F10342)
UDIN F010342C000361770 (C.P. No. 14332)
Encl. Annexure – ‘A’ to Secretarial Audit Report dated 22 May 2021

ANNExUrE – ‘A’ TO SECrETArIAL AUdIT REpOrT dATEd 22 MAY 2021

To 3. We have not verified the correctness and

The Members of appropriateness of financial records and books of
accounts of the Company as it is taken care in the
AMBER ENTERPRISES INDIA LIMITED
statutory audit.
CIN L28910PB1990PLC010265
4. We have obtained the Management’s representation
Registered Office C 1, PHASE II, FOCAL POINT, RAJPURA
about the compliance of laws, rules and regulations
TOWN PUNJAB - 140401
and happening of events, wherever required.
Corporate Office : 1st Floor, Universal Trade Tower, Sector
5. Compliance with the provisions of Corporate and other
49, Sohna Road, Gurgaon Haryana – 122 018
applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination
Our Secretarial Audit Report dated May 22, 2021 is to be was limited to the verification of procedures on test
read along with this letter. basis.
1. Maintenance of secretarial records is the responsibility 6. This Secretarial Audit report is neither an assurance
of the management of the Company. Our responsibility as to the future viability of the Company nor of the
is to make a report based on the secretarial records efficacy or effectiveness with which the management
produced for our audit. has conducted the affairs of the Company.
2. We have followed the audit practices and processes 7. Based on current scenario of COVID – 19 and lockdown
as were appropriate to obtain reasonable assurance to prevent spread of COVID, it was not possible for us
about the correctness of the contents of the secretarial to physically verify the documents and records of the
records. The verification was done on test basis to Company, though we have taken use of electronic
ensure that correct facts are reflected in secretarial media and audio visual means to satisfinancial year
records. We believe that the processes and practices ourselves regarding evidences and documents for
we followed provide a reasonable basis for our report. audit.

For Amit Chaturvedi & Associates

Company Secretaries

Sd/-
CS AMIT CHATURVEDI
Practicing Company Secretary
Place: New Delhi (M. No. F10342)
Dated: 22 May 2021 (C.P. No. 14332)

Annual Report 2020-21 51

ANNEXURE - f

ANNUAL REPORT ON CSR PROJECTS/ACTIVITIES

1. Brief outline of the Company's : Brief Outline of the Company’s CSR policy
CSR policy, including overview of Your Company has a value system of giving back to society and improving life of
projects or programs proposed the people and the surrounding environment. Since its inception your Company
to be undertaken has been a socially responsible corporate making investment in the community
which goes beyond any mandatory legal and statutory requirements.
Your Company believes in corporate excellence and social welfare. The Company’s
CSR initiatives are inspired by the opportunity to contribute to a more secure and
sustainable future. Your Company believes that the corporate strategy which
embraces social developments as an integral part of the business activities ensure
long term sustainability of business enterprises. With this belief, the Company
is committed to make substantial improvements in the social framework of the
nearby community. Looking at the social problems which the country faces today,
we believe that every such contribution shall bring a big change in our society.
Overview of CSR projects or programs proposed to be undertaken
During the financial year under review, the Company has undertaken many
initiatives beyond business with the aim for inclusive development. These included
contributions towards development of sanitation facilities, making available clean
drinking water facilities, improving availability of health care facilities, development
of Hospitals, promoting/ sponsoring education in economically and educationally
backward areas of various parts of country, sponsoring Skill Development
Initiatives, woman empowerment program, renovation and development of
government schools and setting up of manual lab for Air Conditioning cycle
balancing (“Lab”), in ITI Rajpura alongwith supporting organisations engaged in
promotion of rural sports and contribution to COVID -19.
During the financial year, your Company has spent ` 158.11 Lakh on CSR projects/
activities.
2. The Composition of the CSR : The CSR Committee of the Board comprises of following Members :
Committee
Sl. Name of the Director Designation/ Number of Number of
No. Nature of meetings of meetings of
Directorship CSR Committee CSR Committee
held during the attended during
year the year
1 Ms. Sudha Pillai Chairperson 2 2
2 Mr. Jasbir Singh Member 2 2
3 Mr. Daljit Singh Member 2 2
4 Mr. Manoj Kumar Member 2 2
Sehrawat

3. Web-link where Composition : Web - Link

of CSR committee, CSR Policy The CSR policy including overview of projects or program proposed to be
and CSR projects approved by undertaken is available on the Company’s website through the Web-link: http://
the board are disclosed on the www.ambergroupindia.com/corporate-social-responsibility.
website of the Company
4. The Details of Impact : Not Applicable
assessment of CSR projects
carried out in pursuance of sub –
rule (3) of rule 8 of the Companies
(Corporate Social responsibility
Policy) Rules, 2014

52 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - f (Contd.)

5. Amount available for set off in : Sl. Financial Year Amount available for Amount required
pursuance of sub-rule (3) of rule No. set – off from preceding to be set – off for
7 of the Companies (Corporate financial years the financial year
Social responsibility Policy) (Amount in Lakh) (Amount in Lakh)
Rules, 2014 and amount required 1. 2019-20 Nil Nil
2. 2020-21 Nil Nil
for set off for the financial year.
6. Average net profit of the Company : ` 11,645.68 Lakh
as per section 135(5).
7. (a) 2% of average net profit of : ` 232.91 Lakh, approved by the Board of Directors on recommendation of CSR
the Company as per section Committee Members.
135(5)
(b) Surplus arising out of the CSR Nil
projects or programmes
or activities of the previous
financial years.
(c) Amount required to be set off Nil
for the financial year,
(d) Total CSR obligation for the ` 232.91 Lakh
financial year (7a+7b7c).

8. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Amount Unspent (Amount in Lakh)
Financial Year. Total Amount transferred to Amount transferred to any fund specified
(Amount in Lakh) Unspent CSR Account as per under Schedule VII as per second proviso to
section 135(6) section 135(5)
Amount Date of Name of the Amount Date of
transfer Fund transfer
` 158.11 ` 74.80 28 April 2021 N.A. Nil N.A.

(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
S. Name of the Project Item from the Local Location of the Project duration Amount allocated Amount spent
No. list of activities area project. State/ for the project in the current
in Schedule VII (Yes/ District (Amount in Lakh) financial Year
to the Act. No) (Amount in Lakh)
1. Breast Cancer Awareness P r e v e n t i n g Yes Dehradun, 3 Years (Excluding ` 20.00 ` 12.60
program for women CSR and Promoting Himachal the year of
(Organising awareness Health Care, Pradesh commencement)
campaign and free screening Sanitation and (Specifically hilly
camps for the early detection Making Available areas)
of breast cancer in various Safe Drinking
parts of India specifically Water
in rural and hilly areas and
procurement of breast
scanner machine for
detection of cancer.)
2. Health Care CSR Preventing Yes Rajpura, Delhi, 3 Years (Excluding ` 40.00 ` 23.82
(To develop, renovate and and Promoting NCR and the year of
maintain, a Civil Hospital Health Care Uttarakhand commencement)
Namely A.P. Jain Civil
Hospital located in Rajpura
which caters the health
service needs of 170 villages
around Rajpura AND other
hospitals situated near to
Company factories and
Offices and other medical
amenities.)
3. Promoting Education – Promoting Yes Noida 3 Years (Excluding ` 20.00 ` 12.50
Innovative Teaching Skills. Education the year of
(Encouraging and enables commencement)
government school teachers
to learn innovative teaching
practices.)

Annual Report 2020-21 53

ANNEXURE - f (Contd.)

(1) (2) (3) (4) (5) (6) (7) (8)

S. Name of the Project Item from the Local Location of the Project duration Amount allocated Amount spent
No. list of activities area project. State/ for the project in the current
in Schedule VII (Yes/ District (Amount in Lakh) financial Year
to the Act. No) (Amount in Lakh)
4. Prevent Natural Resources E n s u r i n g Yes Punjab, Delhi 2 Years (Excluding ` 4.91 ` 4.54
(Conservation of natural e n v i ro n m e n t a l NCR, Noida, the year of
resources and maintaining s u s t a i n a b i l i t y, Greater Noida commencement)
quality of soil.) ecological
b a l a n c e ,
protection of
flora and fauna,
animal welfare,
a g r o f o r e s t r y,
conservation
of natural
resources and
maintaining
quality of soil, air
and water.
5. Woman Empowerment P r o t e c t i o n Yes Punjab, Noida 3 Years (Excluding ` 8.00 ` 5.50
through encouraging Art and of national the year of
Culture heritage, art and commencement)
culture including
restoration of
buildings and
sites of historical
importance
and works of
art; setting up
public libraries;
promotion and
development of
traditional art
and handicrafts
6. School Infra Renovation, P r o m o t i n g Yes Rajpura, Greater 3 Years (Excluding ` 125.00 ` 86.19
Development education Noida, Jhajjar, the year of
(Development and Sahabad commencement)
Renovation of various
Government Schools
alongwith promoting
education in rural areas.)
7. Awareness about Chronic P r e v e n t i n g Yes Chandigarh 2 Years (Excluding ` 5.00 ` 2.50
diseases and Promoting the year of
(Gastroenterology and Health Care, commencement)
Liver Forum- Organising Sanitation and
awareness program w.r.t Making Available
various chronic diseases.) Safe Drinking
Water

S. (9) (10) (11)

No. Amount transferred to Unspent Mode of Implementation – Direct (Yes/No) Mode of Implementation - Through
CSR Account for the project as per Implementing Agency
Section 135(6) Name CSR Registration Number
(Amount in Lakh)
1. ` 7.40 Through Implementing Agency Can I Protect Foundation
2. ` 15.71 Direct and Through Implementing Agency as well Niskam Sewa Society, Agrim Trust and Welfare
Society
3. ` 7.50 Through Implementing Agency Foster and Forge Foundation
4. ` 0.38 Direct N.A
5. ` 2.50 Through Implementing Agency Art Scapes
6. ` 38.81 Direct and through implementing agency Niskam Sewa Society, Agrim Trust and Welfare
Society
7. ` 2.50 Through implementing agency Gastroenterology and Liver Forum

54 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - f (Contd.)

(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
S. Name of the Item from the list of activities in Schedule VII Local Location of the Project Amount Amount spent
No. Project to the Act area project. duration allocated for in the current
(Yes/ State/District the project financial Year
No) (Amount in (Amount in Lakh)
Lakh)
1 N.A. Contribution to the prime minister’s national N.A. N.A. N.A. None ` 10.57
relief fund or any other fund set up by the central
govt. for socio economic development and relief
and welfare of the schedule caste, tribes, other
backward classes, minorities and women;

S. (9) (10) (11)

No. Amount transferred to Unspent Mode of Implementation - Direct (Yes/No) Mode of Implementation - Through
CSR Account for the project as per Implementing Agency
Section 135(6) (Amount in Lakh) Name and CSR Registration Number
N.A. N.A. N.A.

(d) Amount spent in Administrative Overheads: Nil

(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ` 158.11 Lakh
(g) Excess amount for set off, if any
Sl. Particular (Amount in Lakh)
No.
1 2% of average net profit of the Company as per ` 232.91 Lakh
section 135(5)
2 Total amount spent for the financial Year ` 158.11 Lakh
3 Excess amount spent for the financial year [(ii)-(i)] Nil
4 Surplus arising out of the CSR projects or programmes Nil
or activities of the previous financial years, if any
5 Amount available for set off in succeeding financial Nil
years [(iii)-(iv)]
9. (a) Details of Unspent CSR amount for the preceding three financial years: None
(Amount in Lakh)
(1) (2) (3) (4) (5) (6)
S. Preceding Amount transferred Amount spent in the Amount transferred to any fund specified under Schedule Amount
No Financial Year to Unspent CSR reporting Financial VII as per section 135(6), if any. remaining to
Account under Year Name of the Amount Date of transfer be spent in
section 135 (6) Fund succeeding
financial years
- - - - - - - -

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s)
(Amount in Lakh)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
S. Project ID. Name of the Project Financial Project Total amount Amount Cumulative Status
No. Year in duration. allocated for spent on the amount spent of the
which the the project project in at the end project -
project was the reporting of reporting Completed
commenced. Financial Year Financial Year /Ongoing
1. CSR-BCAP001 Breast Cancer Awareness 2018 - 19 3 Years ` 20.00 ` 12.60 ` 12.60 Ongoing
program for women CSR
(Organising awareness
campaign and free screening
camps for the early detection of
breast cancer in various parts of
India specifically in rural and hilly
areas and procurement of breast
scanner machine for detection of
cancer.)

Annual Report 2020-21 55

ANNEXURE - f (Contd.)

(Amount in Lakh)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
S. Project ID. Name of the Project Financial Project Total amount Amount Cumulative Status
No. Year in duration. allocated for spent on the amount spent of the
which the the project project in at the end project -
project was the reporting of reporting Completed
commenced. Financial Year Financial Year /Ongoing
2. CSR-HC002 Health Care CSR 2018 - 19 3 Years ` 40.00 ` 23.82 ` 23.82 Ongoing
(To develop, renovate and
maintain, a Civil Hospital Namely
A.P. Jain Civil Hospital located
in Rajpura which caters the
health service needs of 170
villages around Rajpura AND
other hospitals situated near to
Company factories and Offices
and other medical amenities.)
3. CSR-ITK003 Promoting Education – 2018 - 19 3 Years ` 20.00 ` 12.50 ` 12.50 Ongoing
Innovative Teaching Skills.
(Encouraging and enables
government school teachers
to learn innovative teaching
practices.)
4. CSR-PNR004 Prevent Natural Resources 2018 - 19 2 Years ` 4.91 ` 4.54 ` 4.54 Completed
(Conservation of natural
resources and maintaining
quality of soil.)
5. CSR-A&C005 Woman Empowerment through 2018 - 19 3 Years ` 8.00 ` 5.50 ` 5.50 Ongoing
encouraging Art and Culture
6. CSR-SIRD006, School Infra Renovation, 2019 - 20 3.5 Years ` 125.00 ` 86.19 ` 86.19 Ongoing
SIRD006A, Development
SIRD006B (Development and Renovation
of various Government Schools
alongwith promoting education
in rural areas.)

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year (asset-wise details).
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).
No capital asset was created / acquired during financial year 2020-21 through CSR spend.
11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5):
The Company is committed to focus on inclusive growth and improve lives by contributing towards communities around
which it operates. This dedicated commitment towards inclusive growth is manifested through the Company’s CSR
initiatives undertaken in past years.
Due to Covid-19 pandemic in the country, the Company was not able to undertake its CSR activities fully in the financial
year 2020 – 21, hence against the total approved budget of ` 232.91 Lakh to be expended in the financial year 2020-
21, the Company has spent ` 158.11 Lakh on approved CSR projects/activities as on 31 March 2021 and ` 74.80 Lakh
remained unspent.

56 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - f (Contd.)

The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance
with CSR objectives and Policy of the Company.
Your Company endeavored to meet the budgeted expenditure by contributing in various eligible CSR activities and has
committed to incur expenditure for CSR initiatives in the coming years through structured events or programs and projects. The
Company recognises its obligations to act responsibly, ethically and with integrity in its dealings with employees, community,
customers and the environment as a whole.
At Amber, we know that corporate responsibility is essential to our current and future success as a business. The Company
believes it has the greatest opportunity to drive values through CSR initiatives various area, in compliance with its CSR Policy
and objectives thereof.

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Daljit Singh) (Sudha Pillai)

Managing Director Chairperson of CSR Committee
DIN:- 02023964 DIN:- 02263950
Place : Gurugram G - 45, Silver Oak Avenue, DLF City, Phase - I, D-241, Sarvodaya Enclave (2nd Floor),
Date : 22 May 2021 Gurugram – 122002, Haryana New Delhi - 110017

Annual Report 2020-21 57

ANNEXURE - G

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report (“BRR” or “Report”) is a disclosure mandated by the Securities and Exchange Board of India
(SEBI) and the National Voluntary guidelines (NVG) on Social, Environmental and Economic Responsibilities of Business
released by the Ministry of Corporate Affairs, India for the top 500 listed companies. Since these companies have funds raised
from the public, it implies involvement of an element of public interest. The report is a tool designed to help these companies
understand the principles and core elements of responsible business practices.
This BRR is one of the avenues to communicate the Company’s obligations and performance to all its stakeholders for
financial year 2020 - 21.

SECTION A - GENERAL INFORMATION ABOUT THE COMPANY

Corporate Identity Number (CIN) of the Company L28910PB1990PLC010265
Name of the Company Amber Enterprises India Limited
Registered address C – 1, Phase – II, Focal Point, Rajpura Town – 140 401, Punjab
Website www.ambergroupindia.com
E-mail id info@ambergroupindia.com
Financial Year reported 1 April 2020 to 31 March 2021
Sector(s) that the Company is engaged in (industrial Group*: 281 Class: 2819 Sub – Class: 28192
activity code-wise) Description: Manufacture of air-conditioning machines, including
motors for air conditioners
*As per classification under National Industrial Classification 2008, Central
Statistical Organisation, Ministry of Statistics and Programme Implementation,
Government of India, New Delhi.
List three key products/services that the Company Air-conditioners – WAC, IDU and ODU
manufactures/provides (as in balance sheet) Sheet Metal Components
Heat Exchanger
Total number of locations where business activity is undertaken by the Company:
(a) Number of International Locations (Provide None
details of major 5)
(b) Number of National Locations The Company has its plants/factories in 15 locations in India across 5
states and 1 Corporate Office :
Punjab: Rajpura (1 unit)
Uttar Pradesh: Ecotech, Kasna (3 units)
Haryana: Jhajjar, Faridabad (5 units)
Uttarakhand: Dehradun (3 units)
Maharashtra: Pune (3 units)
Corporate Office at Gurgaon, Haryana
(Above includes the details of subsidiaries)
Further, details of Company’s businesses and operations are spread
across the country. Details of locations are also provided in the
Corporate Governance Report forming part of this Annual Report.
Markets served by the Company – Local/ State/ Pan India across all markets
National/ International

58 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - G (Contd.)

SECTION B: FINANCIAL DETAILS OF THE COMPANY

Paid up Capital ` 3,369.37 Lakh
Total Turnover ` 2,29,590.56 Lakh
Total profit after taxes ` 5,155.69 Lakh
Total Spending on Corporate Social Responsibility The total spend on CSR for financial year 2020 - 21 is ` 158.11 Lakh.
(CSR) as percentage of profit after tax (%) For more details Refer “Annexure F” of the Director’s Report on Corporate
Social Responsibility Annual Report (as per Section 135 of the Act).
List of activities in which expenditure in 4 above • Promoting education;
has been incurred:- • Vocational Skill Development;
• Preventing and promoting health care, sanitation and making available
safe drinking water;
• Promoting gender equality, empowering women;
• Setting up homes and hostels for women and orphans;
• Setting up old age homes, day care centres and such other facilities for
senior citizens;
• Conservation of natural resources and maintaining quality of soil, air
and water.
• Spending on COVID – 19 and Disaster Management.
For more details Refer “Annexure F” of the Director’s Report on Corporate
Social Responsibility Annual Report (As per Section 135 of the Act).

SECTION C: OTHER DETAILS

Does the Company have any Subsidiary Yes, the Company have 5 Subsidiaries, which includes 3 Wholly Owned
Company/ Companies? Subsidiaries and 2 Subsidiaries.
Wholly Owned Subsidiaries
1. PICL (India) Private Limited;
2. Appserve Appliance Private Limited;
3. Sidwal Refrigeration Industries Private Limited;
Subsidiaries
1. IL JIN Electronics (India) Private Limited;
2. Ever Electronics Private Limited;
Do the Subsidiary Company/Companies There is no direct participation. Subsidiaries conduct their own BR
participate in the BR Initiatives of the parent initiatives.
Company? If yes, then indicate the number of
such subsidiary Company(s)
Do any other entity/entities (e.g. suppliers, No such entities.
distributors etc.) that the Company does The Company promotes BR initiatives throughout its value chain, in
business with, participate in the BR initiatives collaboration with the concerned internal and external stakeholders. At
of the Company? If yes, then indicate the present, more than 60% business associates participate in its BR initiatives.
percentage of such entity/entities? [Less than From the start of its association with the suppliers and distributors, the
30%, 30-60%, More than 60%] Company urges them to adhere to the various aspects of sustainable
business. Further, Company’s whistle blower policy applies across its
network of business associates, providing them with robust platform to
report any unethical business practice without any hesitation or fear.

Annual Report 2020-21 59

ANNEXURE - G (Contd.)

SECTION D: BUSINESS RESPONSIBILITY (“BR”) INFORMATION

1. Details of Director/Directors responsible for BR
(a) Details of the Director/Director responsible for implementation of the BR policy/policies
DIN Number 00259632
Name Mr. Jasbir Singh
Designation Chairman and Chief Executive Officer
Telephone number 0124-3923000
e-mail id infoamber@ambergroupindia.com
(b) Details of the BR head
DIN Number (if applicable) 02023964
Name Mr. Daljit Singh
Designation Managing Director
Telephone number 0124-3923000
e-mail id infoamber@ambergroupindia.com

2. Principle-wise [(as per National Voluntary Guidelines (NVGs)] BR Policies:

The National Voluntary Guidelines on Social, Environment and Economic Responsibilities of Business (NVGs), released by
the Ministry of Corporate Affairs, has adopted nine principles of Business Responsibility, as listed below :
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability. Y
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout
their life cycle. Y
Principle 3: Businesses should promote the wellbeing of all employees. Y
Principle 4: Businesses should respect the interests of and be responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalised. Y
Principle 5: Businesses should respect and promote human rights. Y
Principle 6: Business should respect, protect, and make efforts to restore the environment. Y
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner. Y
Principle 8: Businesses should support inclusive growth and equitable development. Y
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible
manner. Y

60 Amber Enterprises India Limited

 ANNEXURE - G (Contd.)

(a) Principle –wise (as per NVGs) BR Policy/policies (Reply in Y/N)

S. Questions Principle 1 Principle 2 Principle 3 Principle 4 Principle 5 Principle 6 Principle 7 Principle 8 Principle 9
No. Integrity, Safe and Well– being Respect for and Respect and Respect, Responsible Promote Provide

Annual Report 2020-21

Ethics, Sustainable of Employees responsiveness Promote protect and and inclusive value to
Transparency goods and to all Human Rights restore the transparent growth and consumer
& services stakeholders Environment policy equitable responsibly
Accountability advocacy development
1. Do you have a policy/ policies Y Y Y Y Y Y Y Y Y
for these
2. Has the policy being Y Y Y Y Y Y Y Y Y
formulated in consultation with
the relevant stakeholders?
3. Does the policy conform to Y Y Y Y Y Y Y Y Y
any national / international
standards? If yes, specify? (50
words)*
4. Has the policy being approved Y Y Y Y Y Y Y Y Y
by the Board? Is yes, has it
been signed by MD/ owner/
CEO/ appropriate Board
Director?
5. Does the Company have a No, the Company does not have any specified committee of the Board to oversee the policy instead the Board has delegated its powers to Mr.
specified committee of the Daljit Singh, Managing Director, to oversee policy implementation.
Board/ Director/ Official to
oversee the implementation of
the policy?
6. Indicate the link for the policy www.ambergroupindia.com
to be viewed online?***
Overview
Corporate

7. Has the policy been formally Yes, the policy has been formally communicated to internal stakeholders and the same is available at www.ambergroupindia.com for
communicated to all information of the external stakeholders
relevant internal and external
stakeholders?
8. Does the Company have in- Y Y Y Y Y Y Y Y Y
Reports

house structure to implement

Statutory

the policy/ policies.

61
Financial
Statements
 ANNEXURE - G (Contd.)

62
S. Questions Principle 1 Principle 2 Principle 3 Principle 4 Principle 5 Principle 6 Principle 7 Principle 8 Principle 9
No. Integrity, Safe and Well– being Respect for and Respect and Respect, Responsible Promote Provide
Ethics, Sustainable of Employees responsiveness Promote protect and and inclusive value to
Transparency goods and to all Human Rights restore the transparent growth and consumer
& services stakeholders Environment policy equitable responsibly
Accountability advocacy development
9. Does the Company have Y Y Y Y Y Y Y Y Y
a grievance redressal
mechanism related to the
policy/policies to address
stakeholders’ grievances
related to the policy/ policies?**
10. Has the Company carried out Y Y Y Y Y Y Y Y Y
independent audit/ evaluation
of the working of this policy by
an internal or external agency?*
* The Whistle-Blower Policy, Code of Conduct, Prevention of Sexual Harassment Policy and Corporate Social Responsibility Policy are framed as per the requirements of the
respective legislations of India. Environment policy conforms to ISO – 14001 which is an international standard released by International Standards Organisation (ISO).
** The Whistle-Blower Policy and Code of Conduct are overseen by the Audit Committee of the Board of Directors of the Company and Corporate Social Responsibility Policy is
overseen by the Corporate Social Responsibility Committee of the Board of Directors of the Company. Prevention of Sexual Harassment Policy is being overseen by Internal
Complaints Committee (ICC) constituted under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The grievance, if any, arising
out of Whistle-Blower Policy, Code of Conduct and Prevention of Sexual Harassment Policy is being redressed by the respective committees which oversee them.
*** The policies are mapped to each principle as under:

Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - G (Contd.)

Principles Applicable policies Web link for policies

Principle 1 : Integrity, Ethics, Vigil Mechanism/ Whistle Blower http://www.ambergroupindia.com/
Transparency & Accountability Policy code-and-policies/
Code of Conduct
Principle 2 : Safe and Sustainable Environment Policy***
goods and services Quality Policy***
Principle 3 : Well– being of Employees Code of Conduct http://www.ambergroupindia.com/
Safety Policy*** code-and-policies/
Prevention of Sexual Harassment
Policy;
Leave Policy ***
Principle 4 : Respect for and Corporate Social Responsibility Policy http://www.ambergroupindia.com/
responsiveness to all stakeholders code-and-policies/
Principle 5 : Respect and Promote Code of Conduct http://www.ambergroupindia.com/
Human Rights code-and-policies/
Principle 6 : Respect, protect and Environment Policy***
restore the Environment
Principle 7 : Responsible and Code of Conduct http://www.ambergroupindia.com/
transparent policy advocacy Vigil Mechanism/ Whistle Blower code-and-policies/
Policy
Principle 8 : Promote inclusive growth Corporate Social Responsibility Policy http://www.ambergroupindia.com/
and equitable development code-and-policies/
Principle 9 : Provide value to consumer Quality Policy***
responsibly Policy on warranty and service
maintenance schedule***
***Available on Company’s intranet
(b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
S. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1. The Company has not understood the Principles
2. The Company is not at a stage where it finds
itself in a position to formulate and implement
the policies on specified principles
3. The Company does not have financial or Not Applicable
manpower resources available for the task
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)

3. Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR
performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year
The Management reviews the BR initiatives regularly and a complete assessment is done on an annual basis.
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this Report? How
frequently it is published?
Yes, the Company publishes the information on BR every year which forms part of Annual report of the Company.
The same can be accessed on the website of the Company at www.ambergroupindia.com.

Annual Report 2020-21 63

ANNEXURE - G (Contd.)

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1 Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, Our Corporate Governance practices apply across the entire Amber Group. Amber
bribery and corruption cover only the has adopted the Code of Conduct which complies with all the legal requirements of
Company? Yes/ No. Does it extend to the applicable rules and regulations including anti bribery and corruption & guides
the Group/Joint Ventures/ Suppliers/ its employees and directors to conduct business in an ethical, responsible and
Contractors/NGOs /Others? transparent manner. It also covers all dealings with suppliers, customers and other
business partners and other stakeholders. The Code forms an integral part of the
induction of new employees. The Company has zero tolerance approach towards
bribery and corruption. The Company ensures compliance of ethical standards by
its vendors and contractors through appropriate clauses in its contracts to which
they are obligated. The contracts include clauses in relation to anti-corruption law,
confidentiality, human rights etc. The code of conduct is further supported by Vigil
Mechanism, which is being governed by Whistle Blower Policy. Objective of the
Policy is to establish no threat window whereby an individual, who is aware of any
Protected Disclosure in the Company, is able to raise it to the appropriate channel
as outlined in the policy, to ensure appropriate and timely institutional response
and remedial action and offer protection to such individual from victimisation,
harassment or disciplinary proceedings. The Policy is directly monitored by the
Chairman of the Audit Committee.
The Company also has policy for (a) Determining Materiality of Events and
Information, to ensure disclosure of any event or information which, pursuant to
Listing Regulations is material to determine whether an event or information is
material or not and to ensure timely, accurate, uniform and transparent disclosure;
and (b) Code of conduct for insider trading and fair disclosure of unpublished price
sensitive information. The copies of all the above mentioned policies are available
on the website of the Company.
2. How many stakeholder complaints The Company being in Manufacturing industry does receive client’s/customer’s
have been received in the past queries /feedback which are duly attended to and addressed to satisfaction of the
financial year and what percentage Stakeholders. Further, a total of 36 Investor complaints were received during the
was satisfactorily resolved by the financial year 2020-21 which have been duly addressed and satisfactorily resolved.
management? If so, provide details Further, there were no cases of violation of the Company’s Code of Conduct in
thereof, in about 50 words or so. financial year 2020-21. No case was reported under the Company’s Whistle
Blower Policy during the year. The Company has ensured prompt public disclosure
of unpublished price sensitive information in order to make such information
generally available and is in compliance with the SEBI (Prohibition of Insider
Trading) Regulations.
Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability throughout their
life cycle
1. List up to 3 of your products The Company understands its obligations on social and environmental concerns,
or services whose design has risks and opportunities. Accordingly, the Company has devised the manufacturing
incorporated social or environmental process, in a manner taking care of its obligations. The Company has launched
concerns, risks and/or opportunities. various design and few are listed below:
• New premium feature addition in Room Air Conditioners Indoor Unit e.g. 4-way
swing, PIR sensor etc.;
• Increasing efficiency of 1 Tr system to achieve 1.5 Tr without changing
compressor/controller;
• Refrigerant consumption reduction done by usage of 5 mm heat exchangers in
Room Air Conditioners;
• VRF controller development project framework initiated (6HP & 10HP category);
• Refrigerant consumption reduction and cost reduction done by change from
9.52 mm to 7 mm heat exchanger in selected FCU & Ductable series. ;

64 Amber Enterprises India Limited

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Overview Reports Statements

ANNEXURE - G (Contd.)

2. For each such product, provide With a diverse portfolio of products, calculating our environmental performance per
the following details in respect of product poses unique challenges. Being a responsible Company, we continuously
resource use (energy, water, raw track the consumption of the resources and strive to reduce the resource usage.
material etc.) per unit of product The Company follows number of key environmental indicators to monitor the
(optional): efficiency and consumption of natural resources in manufacturing such as water
(a) R
 eduction during sourcing/ consumption and recycling, energy and power consumption, raw materials yield
production/distribution achieved and waste generation.
since the previous year throughout The Company internally track the consumptions patterns of critical nature
the value chain? resources on regular basis.
(b) R
 eduction during usage by Number of initiative has already been implemented across various units. Some of
consumers (energy, water) the key improvements done are like usage of solar energy and optimizing the water
has been achieved since the requirements at plant level.
previous year? The optimised designs and technologies resulted in higher energy efficiency, low
refrigerant weight, lesser global warming (environment friendly).
3. Does the Company have procedures The Company has developed over the last decades supplier intimacy and goodwill
in place for sustainable sourcing which enables the Company to source quality raw materials even when there is
(including transportation)? scarcity of raw material in market. We engage with local suppliers for sustainable
(a) If yes, what percentage of your sourcing. The Company endeavours to focus on protection of environment,
inputs was sourced sustainably? stakeholders’ interest and cost effectiveness while procuring any raw material or
Also, provide details thereof, in goods. The main raw materials are procured from manufacturers / producers/
about 50 words or so. suppliers who are well repute keeping in mind the need for quality and consistency.
Adequate steps are taken for safety during transportation, which, in turn, help to
mitigate the impact on climate.
Yes, sustainable sourcing describes a sourcing exercise which goes beyond
economic considerations and takes into account environmental, social and ethical
factors as well.
Regular capacity building and assessments are carried out for key suppliers.
However, currently, it is not feasible to measure the same in percentage.
4. Has the Company taken any steps The Company’s criteria for selection of goods and services is reliability, quality and
to procure goods and services from price. Regular assessments are made by the Company for the key suppliers and
local & small producers, including local vendors.
communities surrounding their place The Company strives to obtain goods and services from the nearby local and
of work? nearby vendors. Frequent visits, if required are also arranged by the officials of the
(a) If yes, what steps have been Company to the work stations of these local vendors for betterment of processes
taken to improve their capacity and quality of products.
and capability of local and small Moreover, the concerted efforts of the Company over the years have led to the
vendors? creation of sustainable livelihoods for local people in the vicinity of its business
units.
Further our Contractors, who are engaged in operation and maintenance of plants,
mostly employ workmen from the nearby villages which contribute to employment
creation in communities surrounding the workplaces.
Localisation is paramount to sourcing strategy and the Company is procuring
goods and services from local supply chain partners which includes large, mid-
size and small scale industries who meets our quality, delivery, cost and technology
expectations.
5. Does the Company have a The Company is committed towards reduction of environmental footprint of its
mechanism to recycle products and products, waste and packaging materials.
waste? If yes what is the percentage Company has entered into an agreement with authorised recycler for recycling and
of recycling of products and waste disposal of E-waste, if any, generated during the manufacturing process.
(separately as <5%, 5-10%, >10%).
All our non-hazardous waste is segregated at source and managed as under:
Also, provide details thereof, in about
50 words or so. 1. Transfer Waste in segregated way by Authorised Waste collector
2. Create energy and Compost from organic waste.
3. Recycle waste to useful resource.

Annual Report 2020-21 65

ANNEXURE - G (Contd.)

Principle 3 Businesses should promote the wellbeing of all employees

1. Please indicate the Total number of 8,580
employees.
2. Please indicate the Total number 5,830
of employees hired on temporary/
contractual/ casual basis.
3. Please indicate the Number of 68
permanent women employees.
4. Please indicate the Number 4
of permanent employees with
disabilities
5. Do you have an employee association No
that is recognised by management
6. What percentage of your permanent Not Applicable
employees is members of this
recognised employee association?
7. Please indicate the Number of The Company does not engage in any form of child labour/ forced labour/
complaints relating to child labour, involuntary labour and does not adopt any discriminatory employment practices.
forced labour, involuntary labour, The Company has a policy against sexual harassment and a formal process for
sexual harassment in the last dealing with complaints of harassment or discrimination.
financial year and pending, as on the No complaints were received by the Company under the aforesaid.
end of the financial year.
8. What percentage of your under
Permanent Employees 89%
mentioned employees were given
safety & skill up-gradation training in Permanent Women Employees 100%
the last year? Casual/ Temporary/ Contractual Employees 84%
Employees with Disabilities 100%

Principle 4 Businesses should respect the interests of and be responsive towards all stakeholders, especially those who
are disadvantaged, vulnerable and marginalised
1. Has the Company mapped its Yes, the Company has mapped its internal as well as external stakeholders,
internal and external stakeholders? including disadvantaged, vulnerable and marginalised stakeholders.
Yes/No These stakeholders include employees, customers, NGOs and communities,
dealers, suppliers, investors, media, government, regulators, peers and industry
ecosystem.
2. Out of the above, has the Company Yes, the Company has further identified the disadvantaged, vulnerable and
identified the disadvantaged, vulnerable marginalised stakeholders, namely the communities around its manufacturing
& marginalised stakeholders. sites/plants and its workers/contractual workers.
Youth emerged as a separate group and hence are catered through education
and skill development program. These are covered under the CSR policy of our
Company.
3. Are there any special initiatives taken Amber is an equal opportunity employer and provide equal opportunities to
by the Company to engage with differently-abled, marginalised and people from economically weaker backgrounds.
the disadvantaged, vulnerable and All employees have equal opportunity on career growth, coaching and mentoring.
marginalised stakeholders. If so,
The Company has under its various CSR initiatives has contributed to support the
provide details thereof, in about 50
initiatives taken for under privileged child education and promoting healthcare,
words or so.
development of sanitation facilities, making available clean drinking water
facilities, improving availability of health care facilities, development of hospitals,
promoting/ sponsoring education in economically and educationally backward
areas, sponsoring skill development initiatives, woman empowerment program,
disaster management, contribution to Covid -19 and setting up of manual lab for
air conditioning cycle balancing (“Lab”) in ITI Rajpura.

66 Amber Enterprises India Limited

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Overview Reports Statements

ANNEXURE - G (Contd.)

Principle 5 Businesses should respect and promote human rights

1. Does the policy of the Company The Company, on its own initiatives, is committed to comply with all human rights
on human rights cover only and follow it across all stakeholders associated with the Company. The Company
the Company or extend to the does not employ any forced labour and child labour and is committed to promoting
Group/ Joint Ventures/ Suppliers/ the general equality among the employees. Yes all the policy on human rights
Contractors/ NGOs/ Others? covers the entire Amber group and the Company’s actions emanating from these
policies speak louder than its intentions. Not only is the Company compliant with
all the statutory laws and regulations, but it has grievance redressal mechanism
in place for violations.
2. How many stakeholder complaints The Company did not receive any stakeholder complaint in financial year 2020-21
have been received in the past regarding human rights.
financial year and what percent
was satisfactorily resolved by the
management?
Principle 6 Business should respect, protect, and make efforts to restore the environment
1. Does the policy related to Principle 6 The Company aims to achieve business excellence in environment protection,
cover only the Company or extends health management and safety across its businesses.
to the Group / Joint Ventures/ Protection of the environment ranks high among our Corporate goals and as a
Suppliers/ Contractors/ NGOs/ responsible corporate citizen. The Policy covers all the employees of Amber Group
others. and to all the interested parties and public.
Also, the Company’s policy on environment, health and safety encourages its
employees to be more ecologically aware and to be more cautious in pre-empting
potential threats by developing relevant measures to address them.
The key measures that the policy of the Company incorporates are as following:
1) Incorporate environmental management in all our business processes and
practices.
2) Generate awareness amongst employees for their roles and responsibilities in
ensuring good environmental management.
3) Conserve natural resources.
4) Remain in compliance with all applicable government environmental
regulations.
2. Does the Company have strategies/ The Company is vigilant of the emerging challenges like climate change,
initiatives to address global global warming and investing in measures that convert these challenges into
environmental issues such as opportunities. The Company believes it is its responsibility to address global long
climate change, global warming, etc? term challenges and ensures the business is run in a socially, ecologically and
Y/N. If yes, please give hyperlink for economically responsible manner. Global environmental issues our addressed
webpage etc. as a part of our business context and our moral duty towards the environment.
With the production of energy efficient products, conservation measures, reducing
dependence on limited resources, the Company not only reducing the burden on
the environment, but also on its operational costs.
Refer “Annexure – K” to the Directors’ Report for details in relation to environment
conservation and technology absorption.
3. Does the Company identify and Yes. The Company has an environmental policy which guides the Company’s efforts
assess potential environmental to manage its environmental impacts and continually improve its environmental
risks? Y/N performance. The Company firmly believes in sustainable development
which is reinforced by environmental management systems practiced across
manufacturing units. Hazards are analysed, evaluated and adequate control
measures are taken to reduce impact on environment. The Company has also
adopted the risk assessment policy which identifies and takes into consideration
the potential risks and its implications on the functioning of the Company.
4. Does the Company have any project Yes, Company continued to work on technology up gradation and capability
related to Clean Development development in the critical areas of better star rating which results in higher energy
Mechanism? If so, provide details efficiency, lesser global warming to make it environment friendly.
thereof, in about 50 words or so. Also, Refer “Annexure – K” to the Annual Report for details in relation to environment
if Yes, whether any environmental conservation and technology absorption.
compliance report is filed?

Annual Report 2020-21 67

ANNEXURE - G (Contd.)

5. Has the Company undertaken The Company believes its responsibility to address global long term challenges
any other initiatives on – clean and ensures the business is run in a socially, ecologically and economically
technology, energy efficiency, responsible manner. Keeping the aforesaid into consideration, your Company has
renewable energy, etc. Y/N. If yes, installed solar roof tops panels to reduce dependency on non-renewable sources
please give hyperlink for web page at its facility situated at Jhajjar and Pune.
etc. Yes, Company have also made significant strides in attaining energy efficiency
in our plants and details are covered in “Annexure – K” to the Annual Report for
details in relation to environment conservation and technology absorption.
6. Are the Emissions/Waste generated The Company is in compliance with the applicable environmental laws and
by the Company within the regulations. The Company’s emissions, effluents and waste are within Central
permissible limits given by CPCB/ and State Pollution Control Boards permissible limits. Yes, we comply with all
SPCB for the financial year being applicable environmental legislations in the locations we operate in.
reported?
7. Number of show cause/ legal There were no show cause/ legal notices received from CPCB/ SPCB during the
notices received from CPCB/SPCB year which are pending as on 31 March 2021.
which are pending (i.e. not resolved
to satisfaction) as on end of financial
year.
Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
1. Is your Company a member of any Yes, the Company is a member of following associations are as follows:
trade and chamber or association? 1. Consumer Electronics and Appliances Manufacturers Association (“CEAMA”)
If Yes, Name only those major ones
2. Confederation of Indian Industries (“CII”)
that your business deals with.
2. Have you advocated/lobbied The Company actively participates in discussions pertaining to policy matters
through above associations for the that impact the interests of its stakeholders and also advocates policies which
advancement or improvement of promote socio-economic growth. It collaborates with government and industry
public good? Yes/No; if yes specify the associations on matters related to sector growth, serving as a think tank for the
broad areas (drop box: Governance decision makers in the industry.
and Administration, Economic
Reforms, Inclusive Development
Policies, Energy security, Water,
Food Security, Sustainable Business
Principles, Others)
Principle 8 Businesses should support inclusive growth and equitable development
1. Does the Company have specified Yes, the Company has a Corporate Social Responsibility (CSR) Policy which
programmes/initiatives/projects derives its core values and covers all aspects as per requirements of the Act,
in pursuit of the policy related to Rules prescribed thereunder and Schedule VII of the Act. All the flagship CSR
Principle 8? If yes details thereof. programmes and activities have been conceptualised in pursuit of the CSR Policy.
The CSR Committee comprising the Board members along with the top
management and leadership as well as other stakeholders ensure that the
outcomes of all the programmes meet the CSR Policy guidelines and are in sync
with international best practices. The larger objective of the CSR programmes is
to protect and conserve the environment and bring about positive socio-economic
change in the society.
The Company undertakes purposeful activities with the goal to maintain and
improve the state of environmental resources affected by human activities. The
environment management aims towards ensuring that the ecosystem services in
areas where we operate are protected and maintained for equitable use by future
generations.
During the financial year under review, Company spent ` 158.11 Lakh on the CSR
activities. Details on project wise CSR spending is included in “Annexure – F” of
Annual Report.
2. Are the programmes/ projects The CSR programmes are run either directly and through specialised agencies /
undertaken through in-house team NGOs partners and government departments.
/own foundation/ external NGO/
government structures/any other
organisation?

68 Amber Enterprises India Limited

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Overview Reports Statements

ANNEXURE - G (Contd.)

3. Have you done any impact Yes. The Company assesses the impact of the various CSR initiatives through its
assessment of your initiative? CSR Committee. The CSR Committee at the end of the year understand the efficacy
of the programme in terms of delivery of desired benefits to the community. The
Company also try to make the impact assessments to ensure that the intended
benefit of the initiative is going to the masses as desired.
4. What is your Company’s direct The CSR projects have been carried out by the Company either directly or through
contribution to community specialised agencies / NGOs partners.
development projects- Amount in Details of CSR projects are available in the Annual Report on Corporate Social
` and the details of the projects Responsibility activities for financial year 2020 -21 which forms “Annexure F” to
undertaken. the Annual Report.
5. Have you taken steps to ensure Yes. Initiatives conducted under CSR are tracked to determine the outcomes
that this community development achieved and the benefits to the community. Internal tracking mechanisms are
initiative is successfully adopted by regularly carried out. The Company has engaged Company’s senior management
the community? Please explain in 50 to drive and monitor the CSR activities and to obtain informal feedback from the
words, or so. community.
Principle 9 Businesses should engage with and provide value to their customers and consumers in a responsible manner
1. What percentage of customer The Company follows a robust way of tracking its stakeholder’s complaints. The
complaints /consumer cases are consumer cases filed against the Company are not significant in number compared
pending as on the end of financial with annual sales volume.
year.
2. Does the Company display product Yes, the Company displays such product information on its packaging as is
information on the product label, mandated by law.
over and above what is mandated
as per local laws? Yes/No/N.A. /
Remarks(additional information)
3. Is there any case filed by any No cases were filed by any stakeholders against the Company regarding unfair
stakeholder against the Company trade practices, irresponsible advertising and/ or anti-competitive behaviour
regarding unfair trade practices, during the last five years.
irresponsible advertising and/or anti-
competitive behaviour during the last
five years and pending as on end of
financial year. If so, provide details
thereof, in about 50 words or so.
4. Did your Company carry out any The Company’s Business model is B2B. Customer feedback is gathered at the
consumer survey/ consumer end of key customer interactions, during delivery of Manufactured product. The
satisfaction trends? Company gathers the required information from the business partners with whom
the Company carry out the business operations. The Company is not directly
engaged with the end customers. Therefore, the Company does not carry out any
consumer survey/consumer satisfaction trends.
The Company receives numerous customer awards for contribution to their
business such as quality excellence, design development, best performance etc.
which represents customer satisfactions. Awards are mentioned in details in
“Awards and Recognition” of the Annual Report.

Annual Report 2020-21 69

ANNEXURE - H

CORPORATE GOVERNANCE REPORT

To comply with Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended [“SEBI (LODR) Regulations”], the report containing the details of
Corporate Governance of Amber Enterprises India Limited (“the Company”/ “Amber”) is as follows :

I. COMPANY’S PHILOSOPHY ON CORPORATE at doing the “right things” in the “right manner” in the
GOVERNANCE interest of multiple stakeholders, which would attract
At Amber Enterprises India Limited (‘Company’/ sound financial status, brand value, sustainability and
’Amber’), thrust is on ensuring good conduct and reliability.
governance by following transparency, fairness, Corporate governance refers to the manner in which
integrity, equity and accountability in all dealings with a corporation is governed, directed and managed.
customers, vendors, employees, regulatory bodies, Corporate governance essentially involves balancing
investors and community at large. Our Corporate interests of all the stakeholders, such as shareholders,
Governance is a reflection of us – our value system, Board of Directors, management team, employees,
work culture and thought process. customers, suppliers, bankers, government and the
The key focused attributes to achieve good conduct community. Corporate governance facilitates effective,
and governance are as under: entrepreneurial and prudent management which can
deliver sustainable business results over a long term.
Transparency: It includes informing the Company’s
Good corporate governance creates a mechanism
policies and actions to those towards whom it has
of checks and balances to ensure that the decision-
responsibility. This also includes disclosure without
making powers vested in the executive management
hampering the interests and privacy of the Company
are used with care and responsibility to meet
and those of its stakeholders.
stakeholders’ aspirations and societal expectations.
Fairness: It refers to working towards achieving the
We, at Amber, continuously strive to adopt and
goal and enhancing shareholders’ value without any
implement the best in class governance practices.
conflict of interest or any bias.
Responsible corporate conduct is integral to the way
Integrity: This is to ensure independent verification we do our business. Our actions are governed by our
and correct presentation of the Company’s financial values and principles, which are reinforced at all levels
position. within the Company and entire group. The Company’s
Equity: It includes treating various stakeholders equally governance framework enjoins the highest standards
and providing effective mechanism for redressal. of ethical and responsible conduct of business to
Accountability: It refers to the obligation and create value for all stakeholders. We firmly believe, that
responsibility to give an explanation or reason for the for our continued success, we will need to adhere to
Company’s actions and conduct. the highest standards of corporate behaviour towards
Your Company believes that good corporate governance every stakeholder and the society at large. Over the
is essential for achieving long-term corporate goals and years, we have strengthened our governance practices,
enhancing stakeholder value. Amber is committed to and it is our endeavour to achieve the best in class
conduct its business in compliance with the applicable governance standards, benchmarked globally.
laws, rules, regulations and statutes. Amber believes Corporate Governance has always been intrinsic to the
in building and retaining the trust of its stakeholders management of the Business and passion for good
by placing special emphasis on formulation and governance ingrained in the organisation. Amber has
compliance of principles of corporate governance. The deeply ingrained the Corporate Governance in its value
governance principles ingrained in the value system system and is reflection of principles entrenched in our
of the entity are based on conscience, openness, values and policies.
fairness and professionalism, which have built strong We at Amber strive to adopt and implement robust
foundation of trust and confidence in the market. Board governance processes, internal control systems
The Company has constructed its vision and business and processes, and strong audit mechanisms.
strategy around these principles in such a way that it Corporate Governance basically involves Company’s
would help the organisation to continuously improve its Code of Business Conduct, Corporate Governance
position in a fast-changing world. The Company strives Guidelines and charters of various subcommittees of
the Board and Company’s Disclosure Policy.

70 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

The Corporate Governance framework of the Company codes and policies to carry out our duties in an ethical
is based on the following Broad practices : manner. Some of these codes and policies are :
a) Engaging a diverse and highly professional, • Code of Conduct for Board of Directors and Senior
experienced and competent Board of Directors, Management Personnel;
with versatile expertise in industry, finance, • Code of conduct for insider trading and fair
management and law. disclosure of unpublised price sensitive
b) Deploying well defined governance structures information;
that establishes checks and balances and • Policy on Related Party Transactions;
delegates decision making to appropriate levels
• Corporate Social Responsibility Policy;
in the organisation.
• Policy for Determination of Material Subsidiary
c) Adoption and implementation of fair, transparent
and Governance of Subsidiaries;
and robust systems, processes, policies and
• Policy for Determination of Materiality of Events /
procedures.
Information;
d) Making high levels of disclosures for dissemination
• Remuneration Policy for Directors, Key Managerial
of corporate, financial and operational information
Personnel and Members of Senior Management
to all its stakeholders.
Personnel;
e) Having strong systems and processes to ensure
• Familiarisation Programme for Independent
full and timely compliance with all legal and
Directors;
regulatory requirements and zero tolerance for
non-compliance. • Vigil Mechanism/Whistle Blower Policy;
Over the years at Amber, we have strengthened our • Policy for Preservation of Documents;
governance practices and it is our endeavor to achieve • Policy on Diversity of the Board of Directors;
the best governance practices globally. Some of the • Dividend Distribution Policy;
best implemented governance norms include the
• Business Responsibility Policy;
following :
• Archival Policy; and
a) All securities related filings with Stock Exchanges
and SEBI are reviewed by the Company’s Board. In this report, Your Company confirms compliance
to the Corporate Governance principles as enshrined
b) The Company has following independent Board
in the SEBI (LODR) Regulations, details whereof for
Committees: Audit Committee, Nomination
the financial year ended 31 March 2021 are set out
and Remuneration Committee, Corporate
hereunder.
Social Responsibility Committee, Stakeholders’
Relationship Committee, Risk Management
II. BOARD OF DIRECTORS
Committee and Executive Committee.
Amber is a professionally managed Company
c) The Company also undergoes secretarial
functioning under the overall supervision of the
audit conducted by an independent Company
Board. Its Board comprises of the required blend
Secretaries Firm. The Secretarial Audit Report is
of Independent and Non-Independent Directors,
placed before the Board and is included in the
including an Independent woman Director in line with
Annual Report.
the provisions of the Companies Act, 2013 (“the Act”)
d) Observance and adherence of the Secretarial and the SEBI (LODR) Regulations as amended from
Standards issued by the Institute of Company time to time.
Secretaries of India.
The Board is made up of eminent and qualified persons
Governance Policies who ensure that the long standing culture of maintaining
At Amber we strive to conduct our business and high standards of Corporate Governance is further
strengthen our relationships in a manner that is nurtured. The Board sets out the overall corporate
dignified, distinctive and responsible. We adhere to objectives and provides direction and independence
ethical standards to ensure integrity, transparency, to the Management to achieve these objectives for
independence and accountability in dealing with all value creation through sustainable profitable growth.
stakeholders. Therefore, we have adopted various The Board seeks accountability of the Management
in creating long term sustainable growth for ensuring

Annual Report 2020-21 71

ANNEXURE - H (Contd.)

fulfilment of stakeholders’ aspirations. It also sets between them and the Company which could have
out standards of corporate behaviour and ensures potential conflict of interest with the Company at large.
compliance with laws and regulations impacting the
A. Composition of the Board
Company’s business.
The Company has a balanced and diverse Board.
The Board has an optimum combination of Executive
The Company’s Board has an optimum mix of
and Non - Executive Directors. As on 31 March 2021,
Executive and Non-Executive Directors, to maintain
the Board comprises of 6 Directors, of which, 2
independence and separate the functions of
Directors are Executive, 1 is Non-Executive Nominee
governance and management. The composition of the
Director and 3 are Non-Executive Independent
Board is in conformity with Regulation 17 of the Listing
Directors including one woman Director.
Regulations read with Section 149 of the Companies
Mr. Jasbir Singh is the Executive Chairman of your Act, 2013 (the ‘Act’).
Company, though a Professional Director in his
The Board of your Company comprises of six Directors
individual capacity, is a Promoter and the number of
as on 31 March 2021. The name and categories
Non-Executive and Independent Directors are more
of Directors, DIN, the number of Directorships and
than one half of the total number of Directors.
Committee positions held by them in the companies
Mr. Jasbir Singh, Chairman and Chief Executive are given below. None of the Director is a Director in
Officer and Mr. Daljit Singh, Managing Director are the more than 10 public limited companies (as specified
Promoter Directors of your Company. The remaining in section 165 of the Act) or acts as an Independent
Non-Executive Directors, comprising of three Director in more than 7 listed companies or 3 listed
Independent Directors including a Woman Director and companies in case he/she serves as a Whole-
one Nominee Director as at 31 March 2021 are highly Time Director in any listed Company (as specified in
renowned professionals drawn from diverse fields, Regulation 25 of the SEBI (LODR) Regulations).
possess the requisite qualifications and experience
Further, none of the Directors on the Board is a Member
which enable them to contribute to the Company’s
of more than 10 Committees and Chairman of more
growth and enhance the quality of Board’s decision
than 5 Committees (as specified in Regulation 26 of
making process.
the SEBI (LODR) Regulations), across all the Indian
The maximum tenure of Independent Directors are in public limited companies in which he/she is a Director.
compliance with the Act and SEBI (LODR) Regulations.
Furthermore, no Independent Director of the Company
All the Independent Directors have confirmed that they
who is a Whole-Time Director in another listed
meet the criteria as mentioned in Regulation 16(1)(b)
Company is serving as an Independent Director in
of the SEBI (LODR) Regulations and Section 149(6) of
more than 3 listed companies.
the Act.
Mr. Jasbir Singh, Chairman of the Company presides
Apart from reimbursement of expenses incurred in
over the meetings of the Board and of the shareholders
the discharge of their duties, the remuneration that
of the Company. He leads the Board and ensures
these Directors were entitled to under the Act as
effective communication among the Directors. He
Non-Executive Directors and the remuneration that a
is responsible for administering all matters relating
Non-Executive Director may receive for professional
to corporate governance. He ensures effectiveness
services rendered to the Company through a firm in
of the Board and its Committees and evaluates the
which he is a partner, none of these Directors have
performance of individual directors in fulfilling their
any other pecuniary relationships with your Company,
roles and responsibilities.
its Subsidiaries or Associates or their Promoters
The Executive Directors assume overall responsibility
or Directors, during the two immediately preceding
for strategic management of business and corporate
financial years or during the current financial year.
functions including oversight of governance processes
Professional fees for the year under review to M/s.
and ensuring Top Management effectiveness. They
Vaish Associates & Advocates, in which Mr. Satwinder
act as a link between the Board and the Management
Singh, Non-Executive and Independent Director is
of the Company and are responsible in managing
a partner, amounted to ` 0.33 Lakh (including out of
and reviewing the roles and responsibilities of other
pocket expenses) which is less than threshold limit.
executive officials including the Group Chief Financial
The Senior Management of your Company have made Officer, Company Secretary and Heads of various
disclosures to the Board confirming that there are business segments.
no material financial and commercial transactions

72 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

The Non-Executive Directors/Independent Directors human resources and general business management.
play a critical role in providing balance to the Board The Company has established systems and procedures
processes with their independent judgment on issues to ensure that the Board of Directors are well informed
involving strategy, performance, resources, and overall and well equipped to fulfil their overall responsibilities
governance, besides providing the Board with valuable and to provide management with strategic direction
inputs based on their professional expertise. needed to create long term shareholder value.
The Company’s Board comprises eminent The composition of the Board of Directors and the
professionals having sound knowledge and relevant number of directorships and committee positions held
expertise in the areas of finance, legal, technology, by them as on 31 March 2021 are as under:

Directors Category DIN Total Number of Directorships, Committee

Chairmanships and Memberships of public
limited companies* as on 31 March 2021
Directorship$ Committee Committee
Chairmanships+ Memberships+
EXECUTIVE
Mr. Jasbir Singh – Chairman Promoter 00259632 1 - 1
and Chief Executive Officer
Mr. Daljit Singh, Managing Director Promoter 02023964 1 - 1
NON-EXECUTIVE
Mr. Manoj Kumar Sehrawat Nominee 02224299 2 - 1
Director
Dr. Girish Kumar Ahuja Independent 00446339 3 4 4
Ms. Sudha Pillai Independent 02263950 5 1 4
Mr. Satwinder Singh Independent 00164903 1 1 2

* Excludes unlisted public limited and private limited companies, foreign companies and companies registered under
Section 8 of the Act and Government Bodies.
$ Includes Directorship in your Company.
+ Committees considered are Audit Committee and Stakeholders’ Relationship Committee, including that of your
Company. Committee Membership(s) and Chairmanship(s) are counted separately.
Mr. Jasbir Singh and Mr. Daljit Singh are promoter Directors and are brothers. Apart from this, there is no inter-se
relationship among other Directors.

Memberships in other Boards

Executive Directors may, with the prior consent of the Chairman of the Board, serve on the Board of two other listed
companies, provided that such listed companies are not in direct competition with our operations and the appointment
shall be subject to the restrictions laid down under the SEBI (LODR) Regulations.
Independent directors are not expected to serve on the Boards of competing companies. There are no other limitations
except those imposed by law and good Corporate Governance practices.
The details of Directorships held in listed companies alongwith category of Directorship, as on 31 March 2021 are as
follows :
Name of Director Age Name of the Company Category of Directorship
Mr. Jasbir Singh 46 Amber Enterprises India Limited Executive Director
Mr. Daljit Singh 43 Amber Enterprises India Limited Managing Director
Mr. Manoj Kumar Sehrawat 49 Amber Enterprises India Limited Nominee Director
UGRO Capital Limited Nominee Director
Dr. Girish Kumar Ahuja 75 Amber Enterprises India Limited Independent Director
Ruchi Soya Industries Limited Independent Director
Unitech Limited Independent Director

Annual Report 2020-21 73

ANNEXURE - H (Contd.)

Name of Director Age Name of the Company Category of Directorship

Ms. Sudha Pillai 71 Jubilant Pharmova Limited Independent Director
Amber Enterprises India Limited Independent Director
Dalmia Bharat Limited Independent Director
Jubilant Ingrevia Limited Independent Director
Indian Energy Exchange Limited Independent Director
Mr. Satwinder Singh 57 Amber Enterprises India Limited Independent Director
Notes : There are no inter-se relationships between our Board Members. The Company doesn’t have any pecuniary
relationship with any of the non-executive directors.

B. Independent Directors Annual General Meeting held on 23 August 2019.

The Independent Directors of the Company are Your Company has also received declarations from Dr.
individuals of eminence & repute in their respective Girish Kumar Ahuja, Ms. Sudha Pillai and Mr. Satwinder
fields and help in bringing an independent judgment Singh that they meets the criteria of independence as
to bear on the Board’s deliberations, especially on prescribed both under sub-section (6) of Section 149
issues of strategy, performance, risk management, of the Act and under the SEBI (LODR) Regulations.
resources, key appointments, Corporate Governance They have further affirmed that they are not debarred
and standards of conduct. In accordance with the from holding the office of an Independent Director by
criteria set for selection of Independent Directors and virtue of any SEBI order or any other such authority.
for determining their independence, the Board, inter- Your Company has received necessary declarations
alia, considers the qualifications, positive attributes, from Dr. Girish Kumar Ahuja, Ms. Sudha Pillai and
area(s) of expertise and Directorships / Committee Mr. Satwinder Singh that they fulfills the conditions
memberships held by these individuals in other specified in the Act and rules made thereunder and are
companies. The Board takes appropriate decisions in independent of the management.
appointment of the Independent Directors.
C. Key Board qualifications, expertise and attributes
A statement, in connection with fulfilling the criteria of
Amber Board comprises qualified Members who bring
Independence and directorships as per the requirement
in the required skills, competence and expertise that
of the provisions of the Act and Regulation 25 of SEBI
allow them to make effective contributions to the
(LODR) Regulations received from each of Independent
Board and its Committees.
Directors, is disclosed in the Board’s Report. Your
The Company inducts distinguished individuals with
Company had also issued formal appointment letters
expertise in diverse fields, as Directors on the Board.
to all the Independent Directors in the manner provided
Members with high level of integrity, appropriate
under the Act. Terms and Conditions for appointment
qualification, skills and expertise, and with the ability to
of Independent Directors are available on the website
contribute to the growth of the Company are brought
of the Company at www.ambergroupindia.com.
on Board. The Board Members are committed to
Dr. Girish Kumar Ahuja (DIN 00446339), Ms. Sudha
ensuring that the Amber Board is in compliance with
Pillai (DIN: 02263950) and Mr. Satwinder Singh
the highest standards of Corporate Governance.
(DIN: 00164903), were re-appointed as Independent
The table below summarises the key qualifications,
Directors of the Company for second term for a period
skills, and attributes which are taken into consideration
of five years with effect from 20 September 2019 to
while nominating candidates to serve on the Board.
19 September 2024 by members of the Company at

Definitions of Director qualifications

Strategy & Business Planning Comprehend the socio-economic, political, legal, regulatory and competitive
environment in which the Company is operating and provide insights to identify
opportunities and threats for the Company’s businesses.
Financial, Income Tax and GST Leadership of a financial firm or management of the finance function of an enterprise,
resulting in proficiency in complex financial management, capital allocation and
financial reporting processes, or experience in actively supervising a principal financial
officer, principal accounting officer, controller, public accountant, auditor or person
performing similar functions.

74 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

Definitions of Director qualifications

Gender, ethnic, national, or other Representation of gender, ethnic, geographic, cultural, or other perspectives that
diversity expand the Board’s understanding of the needs and viewpoints of our customers,
partners, employees, governments and other stakeholders worldwide.
Global business Experience in driving business success in markets around the world, with an
understanding of diverse business environments, economic conditions, cultures, and
regulatory frameworks and a broad perspective on global market opportunities.
Leadership Extended leadership experience for a significant enterprise, resulting in a practical
understanding of organisations, processes, strategic planning, and risk management.
Demonstrated strengths in developing talent, planning succession, and driving change
and long-term growth.
Technology A significant background in technology, resulting in knowledge of how to anticipate
technological trends, generate disruptive innovation, and extend or create new business
models.
Mergers and acquisitions A history of leading growth through acquisitions and other business combinations,
with the ability to assess ‘build or buy’ decisions, analyse the fit of a target with
the Company’s strategy and culture, accurately value transactions, and evaluate
operational integration plans.
Board service and Governance Service on a public Company Board to develop insights about maintaining Board
and management accountability, protecting shareholder interests, and observing
appropriate governance practices.
Sales and marketing Experience in developing strategies to grow sales and market share, build brand
awareness and equity and enhance enterprise reputation.
Human Capital Support management to develop policies and identity and retain the best talent;
to develop people at all levels and make them future-ready; and to institutionalise
succession planning for critical positions.
Governance Monitor and guide statutory and regulatory compliance and contribute towards setting
and upholding the highest standards of ethics, integrity and organisational conduct.
Understand the key risks impacting the Company’s businesses and contribute towards
development of systems and controls for risk mitigation.
Stakeholder Value Creation Enable shareholder value creation while ensuring interventions that create a positive
and sustainable impact on society.
All these skills are available with the Board.
In the table below, the specific areas of focus or expertise of individual Board Members have been highlighted. However,
the absence of a mark against a member’s name does not necessarily mean the member does not possess the
corresponding qualification or skill.
Director Key Board Qualifications
Area of expertise
Financial, Gender, Global Leadership Technology Mergers Board Sales and
Income ethnic, business and service and marketing
Tax and national, acquisitions governance
GST or other
diversity
Mr. Jasbir Singh √ √ √ √ √ √ √ √
Mr. Daljit Singh √ √ √ √ √ √ √ √
Mr. Manoj Kumar √ √ √ √ - √ √ -
Sehrawat
Dr. Girish Kumar √ √ √ √ - √ √ -
Ahuja
Ms. Sudha Pillai √ √ √ √ - - √ -
Mr. Satwinder Singh √ √ √ √ - √ √ -

Annual Report 2020-21 75

ANNEXURE - H (Contd.)

Selection of new directors appointment or removal of Chief Financial Officer

The Board is responsible for the selection of new and the Company Secretary;
Directors. • Show cause, demand, prosecution notices and
The Board delegates the screening and selection penalty notices, which are materially important;
process to the Nomination and Remuneration • Fatal or serious accidents, dangerous occurrences,
Committee, which consists of Independent Directors any material effluent or pollution problems;
and Non-Executive Directors. The Committee, based • Any material default in financial obligations to and
on defined criteria, makes recommendations. by the Company or substantial non-payment for
D. Role of the Board of Directors, Board Procedure and goods sold by the Company;
Information Flow to the Board Members • Any issue, which involves possible public or
The primary role of the Board is that of trusteeship product liability claims of substantial nature,
to protect and enhance shareholders’ value through including any judgment or order which may have
strategic direction to the Company. The Board critically passed strictures on the conduct of the Company
evaluates Company’s strategic direction, management or taken an adverse view regarding another
policies and their effectiveness. Agenda for the Board enterprise that can have negative implications on
includes strategic review from each of the Board the Company;
Committees, a detailed analysis and review of annual • Details of any joint venture or collaboration
strategic and operating plans and capital allocate on agreements;
and budgets. • Transactions that involve substantial payment
Frequency of meetings and information supplied towards goodwill, brand equity or intellectual
property;
A well-defined system of convening at least 4 pre-
scheduled Board meetings annually is currently in • Significant labour problems and their proposed
place in the Company. However, additional Board solutions. Any significant development in human
meetings are convened, from time to time, as per resources/ industrial relations front, like signing
specific requirements by giving appropriate notice. of wage agreement, implementation of voluntary
Wherever it is not possible to convene a Board meeting, retirement scheme etc.;
resolutions are passed by circulation in order to meet • Sale of investments, Subsidiaries, assets which
the business exigencies. are material in nature and not in the normal
The Board is given presentations covering various course of business;
aspects of business, major Subsidiaries, global • Quarterly details of foreign exchange exposures
and domestic business environment, safety and and the steps taken by management to limit the
environment related matters, strategy and risk risks of adverse exchange rate movement, if
management practices. material;
In addition to regular business items, the following • Non-compliance of any regulatory, statutory or
information is regularly placed before the Board : listing requirements and shareholders’ services
• Annual operating plans and budgets and any such as non-payment of dividend, delay in share
updates; transfer etc.

• Capital budgets and any updates; • Reports (including consolidated reports) of

Trading by designated persons and other details
• Quarterly results of the Company and its operating
as per SEBI (Prohibition of Insider Trading)
divisions or business segments;
Regulations, 2015, along with trading plan as
• Minutes of meetings of Audit Committee and submitted by Designated Persons.
other Committees of the Board of Directors;
Information supplied for Board/Committee meetings
• Minutes of Board meetings of subsidiaries;
The agenda and corresponding notes to agenda for
• Action Taken reports on suggestion made by
all Board and Committee meetings are circulated
various Committees and Auditors (Including cost
to Directors in advance in a defined format. All
auditor, secretarial auditor, internal auditor);
material information is incorporated in the agenda
• Information on recruitment and remuneration of for facilitating meaningful and focused discussions
senior officers just below the Board level, including at the meetings. Where it is not practicable to attach

76 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

any document to the agenda, it is tabled before the feedback of Board Members are taken and considered
meeting. The quantum and quality of information while preparation of agenda and documents for the
supplied by the management to the Board goes well Board meeting.
beyond the minimum requirements stipulated under To enable the Board to discharge its responsibilities
the Act, Secretarial Standards on meetings of the effectively and to take informed decisions, the
Board of Directors issued by The Institute of Company Executive Chairman apprises the Board at every
Secretaries of India and the SEBI (LODR) Regulations. meeting of the overall performance of your Company.
Minutes of Board/Committee meetings A detailed functional Report is also presented at the
Board meeting(s).
Minutes of proceedings of each Board and Committee
meetings are recorded and draft minutes are circulated E. Number of Board meetings, Attendance of the
to Board/Committee Members for their confirmation Directors at meetings of the Board and at the Annual
within 15 days from the date of meeting. The inputs, General Meeting
if any, of the Board and Committee Members are duly We decide about the Board meeting dates in
incorporated in the minutes after which these are consultation with the Members of Board, Audit,
entered in the minute book within 30 days from the Stakeholder Relationship, Nomination and
date of meeting. Remuneration Committee and all our Directors, based
Information is provided to the Board Members on a on the practices of earlier years. Once approved by the
continuous basis for their review, inputs and approval Board, Audit, Stakeholder Relationship, Nomination
from time to time. More specifically, we present our and Remuneration Committee, the schedule of the
annual Strategic and Operating Plans of our business Board meeting and Board Committee meetings are
to the Board for their review, inputs and approval. communicated in advance to the Directors to enable
Likewise, our quarterly financial statements and them to attend the meetings. In addition, every financial
annual financial statements are first presented to the year, Independent Directors meet amongst themselves
Audit Committee and subsequently to the Board for exclusively.
their approval by Chief Financial Officer (CFO). During the financial year i.e. 1 April 2020 to 31 March
In addition, specific cases of acquisitions, important 2021, Four Board meetings were held on the following
managerial decisions, material positive/negative dates – 30 May 2020, 7 August 2020, 7 November
developments and statutory matters are presented to 2020, and 30 January 2021.
the respective Committees of the Board and later with The Board met at least once in every Calendar Quarter
the recommendation of such Committees to the Board and the gap between two meetings did not exceed one
for its approval. hundred and twenty days. These meetings were well
A detailed agenda, setting out the business to be attended by the Directors.
transacted at the meeting(s), supported by detailed The necessary quorum was present for all the
notes and presentations, if any, is sent to each meetings.
Director at least seven days before the date of the
The 30th AGM of your Company was held on 4
Board meeting(s) and of the Committee meeting(s).
September 2020.
The Directors are also provided the facility of video
Details of attendance of Directors at the Board
conferencing to enable them to participate effectively
meetings during the year 2020 - 21 are provided
in the meeting(s), as and when required. Inputs and
below :

Name Designation Number of Board Attendance at the

meetings attended previous AGM
Executive Directors
Mr. Jasbir Singh Chairman and Chief Executive 4 Yes
Director
Mr. Daljit Singh Managing Director 4 Yes
Non- Executive Nominee Director
Mr. Manoj Kumar Sehrawat Nominee Director 4 Yes

Annual Report 2020-21 77

ANNEXURE - H (Contd.)

Name Designation Number of Board Attendance at the

meetings attended previous AGM
Independent Directors
Dr. Girish Kumar Ahuja Independent Director 4 Yes
Ms. Sudha Pillai Independent Director 4 Yes
Mr. Satwinder Singh Independent Director 4 Yes
None of the Non-Executive (including Independent) Directors hold any shares (as own or on behalf of any other person
on beneficial basis) in the Company as on 31 March 2021.

F. Meetings of Independent Directors Mr. Satwinder Singh that they fulfills the conditions
The Independent Directors of your Company meet specified in the Act and rules made thereunder and are
without the presence of the Executive Chairman, independent of the management.
Managing Director, other Non-Independent Director(s) A certificate from M/s. Amit Chaturvedi & Associates, a
or any other Management Personnel. practicing Company Secretary has been procured that
Meeting was conducted in an informal and flexible none of the Directors on the Board of the Company have
manner to enable the Independent Directors to, been debarred or disqualified from being appointed or
inter alia, discuss matters pertaining to review of continuing as directors of companies by the Board/
performance of Non-Independent Directors and the Ministry of Corporate Affairs or any such statutory
Board as a whole, review the performance of the authority and forms part of this report.
Chairman of the Company (taking into account the H. Codes of Conduct
views of the Executive and Non-Executive Directors),
The Company has laid down a comprehensive Code of
assess the quality, quantity and timeliness of flow of
Conduct (‘Code’) for the Board and senior management
information between the Company Management and
personnel of the Company.
the Board that is necessary for the Board to effectively
and reasonably perform their duties. The Company has received affirmations from Board
Members as well as senior management confirming
Meeting of Independent Director was held on 18
their compliance with the said Code for financial
December 2020 and the meeting was well attended by
year 2020 - 21. An annual declaration signed by the
the Independent Directors.
Chairman and Chief Executive Officer to this effect
G. Director(s) seeking Appointment/Re-appointment forms part of this Report.
Pursuant to the provisions of the Act and Articles of The Code is available on the website of the Company at
Association of the Company, two-third Directors on the following link: http://www.ambergroupindia.com/
the Board of the Company (other than Independent code-and-policies.
Directors) shall retire from office at the completion of
I. CEO/CFO Certification
the AGM.
The Chairman and CEO, Managing Director and
Accordingly, Mr. Daljit Singh is liable to retire by
the Chief Financial Officer (“CFO”) of the Company
rotation at the ensuing AGM and being eligible for re-
furnishes a certificate on quarterly and annual basis
appointment, offers himself for re-appointment.
on financial statements of the Company in terms of
Dr. Girish Kumar Ahuja (DIN 00446339), Ms. Sudha Regulation 33(2)(a) and Regulation 17(8) respectively
Pillai (DIN: 02263950) and Mr. Satwinder Singh of the SEBI (LODR) Regulations.
(DIN: 00164903), were re-appointed as Independent
In terms of Regulation 17(8) of the SEBI (LODR)
Directors of the Company for a second term for the
Regulations, the certificate duly signed by the
period of five years with effect from 20 September
Chairman and CEO and the CFO of the Company was
2019 to 19 September 2024.
placed before the Board at its meeting held on 22 May
Your Company has also received declarations from Dr. 2021 and is annexed to this report.
Girish Kumar Ahuja, Ms. Sudha Pillai and Mr. Satwinder
Singh that they meets the criteria of independence as J. Board Evaluation
prescribed both under sub-section (6) of Section 149 During the financial year under review and based on
of the Act and under the SEBI (LODR) Regulations. the recommendation of Nomination and Remuneration
They have further affirmed that they are not debarred Committee (“NRC”), the process of seeking responses
from holding the office of an Independent Director by from Board, Committees, Executive and Non-Executive
virtue of any SEBI order or any other such Authority. Directors as well as questionnaires were further
Your Company has received necessary declarations strengthened in alignment with the Guidance Note on
from Dr. Girish Kumar Ahuja, Ms. Sudha Pillai and Board Evaluation issued by Securities and Exchange

78 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

Board of India, vide its Circular dated 5 January 2017. and reports to the Board about compliance with the
Pursuant to the provisions of the Act and the SEBI applicable statutory requirements and laws.
(LODR) Regulations, the Board has carried out an The process for the Board and Committee meetings
annual evaluation of its own performance and that provides an effective post meeting follow-up, review
of its Committees as well as performance of all the and reporting of decisions taken by the Board and
Directors individually. Feedback was sought by way of Committee Members at their respective meetings.
a structured questionnaire covering various aspects Important decisions taken at Board and Committee
of the Board’s functioning such as adequacy of the meetings are communicated promptly to the
composition of the Board and its Committees, Board concerned departments/HoDs. Action taken reports
Culture, Execution and Performance of Specific Duties, (“ATRs”) on decisions taken or recommendations
Obligations and Governance and the evaluation was made by the Board/ Committee Members at the
carried out based on responses received from the previous meeting(s) are circulated at the next meeting.
Directors. Ms. Konica Yadav is the Company Secretary and
A separate exercise was carried out by the NRC of the Compliance Officer of the Company.
Board to self-evaluate the performance of NRC.
The performance evaluation of the Non-Independent II. REMUNERATION TO DIRECTORS
Directors and the Board as a whole was carried out by The remuneration of the Directors is decided by the
the Independent Directors. The performance evaluation Board on the recommendation of Nomination and
of the Executive Chairman of the Company was also Remuneration Committee which takes into account
carried out by the Independent Directors, taking into the Company’s size, global presence, its economic
account the views of the Executive Director and Non- and financial position, compensation paid by peer
Executive Directors. The Independent Directors also companies, the qualification of the appointee(s), his/
carried out performance evaluation of the Chairman their experience, past performance and other relevant
and Chief Executive Officer and Managing Director of factors.
the Company. As required by the provisions of Regulation 46 of the
The Directors expressed their satisfaction with the SEBI (LODR) Regulations, the criteria for payment to
evaluation process. Independent Directors/Non-Independent Directors is
made available on the investor page of the Company’s
K. Familiarisation Programme for Independent Directors
website, www.ambergroupindia.com.
The Company regularly provides orientation and
business overview to its Directors by way of detailed Details of Remuneration to Executive Directors as at
presentations by the various business & functional 31 March 2021:
heads at Board meetings and through other interactive The Board at its meeting held on 25 August 2017,
programs. Such meetings/programs include briefings designated and appointed Mr. Jasbir Singh, who
on the culture, values, business model, domestic was holding the position of Managing Director, as
and global business of the Company, the roles and Chairman and Chief Executive Officer of the Company
responsibilities of Directors and senior executives. and appointed Mr. Daljit Singh who was holding the
Besides these, the Directors are regularly updated about position of Executive Director, as Managing Director of
Company’s new projects, R&D initiatives, changes in the Company for a period of five years with effect from
regulatory environment and strategic direction. 25 August 2017.
The Board Members are also provided relevant The detail of remuneration paid to the Executive
documents, reports and internal policies to facilitate Directors for the year 31 March 2021 is as follows:
familiarisation with the Company’s procedures and (Amount in Lakh)
practices, from time to time. The details of Company’s Name of Director Designation Salary
familiarisation programs for Directors are posted Mr. Jasbir Singh Chairman and Chief ` 144.63*
on the Company’s website, www.ambergroupindia. Executive Officer
com and can be viewed at the following link: Mr. Daljit Singh Managing Director ` 128.39&
http://www.ambergroupindia.com/code-and-policies. *
` 6.75 Lakh per month deducted from remuneration of Mr.
L. Board support and role of Company Secretary in Jasbir Singh for 3 months, due to Covid – 19 Pandemic. The
actual remuneration is ` 162.00 Lakh per annum (` 13.50
governance process Lakh per month).
The Company Secretary plays a pivotal role in ensuring &
` 6.00 Lakh per month deducted from remuneration of Mr.
that the Board procedures are followed and regularly Daljit Singh for 3 months, due to Covid – 19 Pandemic. The
reviewed, investors’ queries are handled promptly actual remuneration is ` 144.00 Lakh per annum (` 12.00
Lakh per month).

Annual Report 2020-21 79

ANNEXURE - H (Contd.)

The elements of remuneration package of Executive At present, Independent Directors are paid sitting fees
Directors includes salary, lifetime medical benefits, of ` 0.75 Lakh for each Board meeting and ` 0.50 Lakh
allowed perquisites in terms of the Company’s policy for each Committee meetings. During the year, there
which shall include but not limited to, contribution to was no pecuniary relationship or transactions between
provident fund, superannuation fund or annuity fund the Company and any of its Independent Directors
to the extent these either singly or put together are apart from sitting fees & reimbursement of expenses,
not taxable under the Income –tax act, 1961; gratuity otherwise stated in this Annual Report.
payable at a rate not exceeding half a month’s salary
for each completed year of service and encashment of III. RISK MANAGEMENT
leave at the end of the tenure, etc. Risks are events, situations or circumstances which
Further, Mr. Jasbir Singh and Mr. Daljit Singh also may lead to negative consequences on the Company’s
drawing remunerations from its Wholly Owned businesses. Risk management is a structured approach
Subsidiary i.e. PICL (India) Private Limited. The details to manage uncertainty. A formal enterprise wide
are given herein below: approach to Risk management is being adopted by the
(Amount in Lakh) Company and key risks will now be managed within a
unitary framework. As a formal roll-out, all business
Name of Director Designation Salary
divisions and corporate functions will embrace Risk
Mr. Daljit Singh Managing Director ` 40.20 Management Policy and Guidelines, and make use
Mr. Jasbir Singh Director ` 30.00 of these in their decision making. Key business risks
and their mitigation are considered in the annual/
Further, the Board in its meeting held on 19 April
strategic business plans and in periodic management
2021 on the recommendation of Nomination and
Remuneration Committee, increased the remuneration reviews. The risk management process in our multi-
of Executive Directors i.e. Mr. Jasbir Singh (DIN : business, multi-site operations, over the period of time
00259632), Chairman and Chief Executive Officer of will become embedded into the Company’s business
the Company and Mr. Daljit Singh (DIN : 02023964), systems and processes, such that our responses to
Managing Director of the Company. The details are risks remain current and dynamic.
given herein below : With the aim of enhancing shareholders’ value and
The remuneration of Mr. Jasbir Singh (DIN : 00259632), providing an optimum risk-reward tradeoff, the
Chairman and Chief Executive Officer of the Company Management has put in place adequate & effective
increased from ` 162.00 Lakh per annum to system and man power for the purposes of risk
` 226.80 Lakh per annum plus commission, subject management.
to the condition that overall remuneration (including The risk management approach is based on a
commission) shall not exceed ` 500.00 Lakh or 5% of clear understanding of the variety of risks that the
net profit of the Company, whichever is less, payable organisation faces, disciplined risk monitoring, risk
for the financial year in which adequate profit is earned, measurement, continuous risk assessment and
with effect from 01.04.2021 mitigation measures.
The remuneration of Mr. Daljit Singh (DIN : 02023964), Your Company has a well-defined risk management
Managing Director of the Company increased from framework in place. The risk management framework
` 144.00 Lakh per annum to ` 201.60 Lakh per annum works at various levels across the enterprise. These
plus commission, subject to the condition that overall levels form the strategic defence cover of the
remuneration (including commission) shall not exceed Company’s risk management. The Company has a
` 500.00 Lakh or 5% of net profit of the Company, robust Organisational structure for managing and
whichever is less, payable for the financial year in which reporting on risks. Risk management process has
adequate profit is earned, with effect from 01.04.2021. been established across the Company and is designed
Details of Remuneration to Non-Executive to identify, assess and frame a response to threats that
Independent Directors as at 31 March 2021: affect the achievement of its objectives.

All Independent Directors comply with the criteria of Further, it is embedded across all the major functions
Independence as given in the Act and the SEBI (LODR) and revolves around the goals and objectives of the
Regulations and give a certificate on the meeting of organisation.
the Independence Criteria as mentioned in the SEBI
Legislations.

80 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

IV. COMMITTEES OF THE BOARD e. Approval of payments to the statutory, internal

Your Company has duly constituted various and cost auditors for any other services rendered
committees for smooth and efficient operation of the by statutory auditors;
activities and is responsible for constituting, assigning, f. Reviewing with the management, the annual
co-opting and fixing the terms of reference for the financial statements and auditor’s report thereon
Committees in line with the laws of land. The Chairman, before submission to the Board for approval, with
quorum and the terms of reference of each Committee particular reference to:
have been approved by the Board. i) Matters required to be stated in the Director’s
A. Audit Committee responsibility statement to be included in the
Board’s report in terms of Section 134(3)(c)
Audit Committee was duly constituted which
of the Act
comprises of 3 Independent Directors and 1 Executive
Director viz. Dr. Girish Kumar Ahuja (Chairman of the ii) Changes, if any, in accounting policies and
Committee), Ms. Sudha Pillai, Mr. Satwinder Singh and practices and reasons for the same;
Mr. Jasbir Singh. The Chairman of the Audit Committee iii) Major accounting entries involving estimates
is an Independent Director. based on the exercise of judgment by
The Company Secretary and Compliance Officer of the management;
Company is the Secretary to the Audit Committee. iv) Significant adjustments made in the financial
All the Members of the Audit Committee have statements arising out of audit findings;
accounting, economic and financial management v) Compliance with listing and other legal
expertise. The composition of the Audit Committee is requirements relating to financial statements;
in compliance with the provisions of Section 177 of the vi) Disclosure of any related party transactions;
Act and the SEBI (LODR) Regulations.
vii) Qualifications and modified opinions in the
The terms of reference of this Committee are very draft audit report;
wide and are in line with the regulatory requirements
viii) Compliance with accounting standards;
mandated by the Act and Part C of Schedule II of the
ix) Contingent liabilities;
SEBI (LODR) Regulations.
x) Claims against the Company and their
The Audit Committee has the following terms of
effect on the financial statements; the term
reference :
“financial statement” shall have the meaning
a. Overseeing our Company’s financial reporting
ascribed to such term under Section 2(40) of
process and disclosure of its financial information
the Act;
to ensure that the financial statement is correct,
g. Reviewing with the management, the quarterly,
sufficient and credible;
half-yearly and annual financial statements
b. Reviewing and recommending for approval to the
before submission to the Board for approval;
Board :
h. Laying down the criteria for granting omnibus
• Proposals on borrowings and proposals on
approval in line with the Company’s policy on
non-fund based facilities from banks;
related party transactions and such approval shall
• Business plan; be applicable in respect of transactions which are
• Corporate annual budget and revised repetitive in nature;
estimates; i. Scrutiny of inter-corporate loans and investments;
c. Recommending to the Board, the appointment, j. Valuation of undertakings or assets of our
re-appointment, and replacement, remuneration, Company, wherever it is necessary;
and terms of appointment of the internal auditor,
k. Evaluation of internal financial controls and risk
cost auditor and statutory auditor and the fixation
management systems;
of audit fee;
d. Review and monitor the auditor’s independence
and performance and the effectiveness of audit
process;

Annual Report 2020-21 81

ANNEXURE - H (Contd.)

l. Approval or any subsequent modification of the director(s) or employees or any other person
transactions of our Company with related parties, who may avail the mechanism and to provide
provided that the audit committee may make for direct access to the chairperson of the Audit
omnibus approval for related party transactions Committee in exceptional cases where deemed
proposed to be entered into by the Company necessary;
subject to such conditions as may be prescribed; x. Discretion to invite the finance director or head
m. Reviewing with the management, the statement of the finance functions, head of internal audit
of uses/application of funds raised through an and a representative of the statutory auditor
issue (public issue, rights issue, preferential issue, and any other such executives to be present at
etc.), the statement of funds utilised for purposes the meetings of the committee: Provided that
other than those stated in the offer document/ occasionally the audit committee may meet
prospectus/notice and the report submitted by without the presence of any executives of the
the monitoring agency monitoring the utilisation listed entity.
of proceeds of a public or rights issue, and making y. Carrying out any other functions as provided under
appropriate recommendations to the Board to the Companies Act, the SEBI Listing Regulations
take up steps in this matter; and other applicable laws; and
n. Establishing a vigil mechanism for directors and z. To formulate, review and make recommendations
employees to report their genuine concerns or to the Board to amend the Audit Committee
grievances; charter from time to time.”
o. Reviewing, with the management, the The powers of the Audit Committee will include the
performance of statutory and internal auditors following:
and adequacy of the internal control systems;
a. To investigate activity within its terms of reference;
p. Reviewing the adequacy of internal audit function,
b. To seek information from any employees;
if any, including the structure of the internal audit
c. To obtain outside legal or other professional
department, staffing and seniority of the official
advice;
heading the department, reporting structure
coverage and frequency of internal audit; d. To secure attendance of outsiders with relevant
expertise, if it considers necessary; and
q. Discussion with internal auditors on any
significant findings and follow up thereon; e. To have full access to the information contained
in the records of the Company.
r. Reviewing the findings of any internal
investigations by the internal auditors into matters The Audit Committee shall mandatorily review the
where there is suspected fraud or irregularity or following information:
a failure of internal control systems of a material a. Management discussion and analysis of financial
nature and reporting the matter to the Board; condition and result of operations;
s. Discussion with statutory auditors, internal b. Statement of significant related party transactions
auditors, secretarial auditors and cost auditors (as defined by the Audit Committee), submitted by
before the audit commences, about the nature and management;
scope of audit as well as post-audit discussion to c. Details of all material transactions with related
ascertain any area of concern; parties to be disclosed every quarter along with
t. Looking into the reasons for substantial defaults the compliance report on Corporate Governance;
in the payment to the depositors, debenture d. On a quarterly basis, the details of related party
holders, shareholders (in case of non-payment of transactions entered into by the Company
declared dividends) and creditors; pursuant to each omnibus approval given;
u. Approval of appointment of the chief financial e. Whether the policy dealing with related party
officer after assessing the qualifications, transactions is placed on the website of the
experience and background, etc. of the candidate; Company;
v. Reviewing the functioning of the whistle blower f. Management letters/letters of internal control
mechanism, in case the same is existing; weaknesses issued by the statutory auditors;
w. Monitoring of a vigil mechanism for enabling g. Internal audit reports relating to internal control
adequate safeguards and protection of interest of weaknesses;

82 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

h. The appointment, removal and terms of record, integrity, establish Director retirement policies
remuneration of the chief internal auditor; and and appropriate succession plans and determine
i. Statement of deviations : overall compensation policies of the Company.

i) quarterly statement of deviation(s) including NRC has formulated Employee Stock Option Schemes
report of monitoring agency, if applicable, named as “Amber Employees’ Stock Option Scheme -
submitted to stock exchange(s) in terms 2017”.
of Regulation 32(1) of the SEBI Listing The terms of reference of this NRC are in line with the
Regulations; and regulatory requirements mandated in the Act and Part
ii) annual statement of funds utilised for D of Schedule II of the SEBI (LODR) Regulations. The
purposes other than those stated in the NRC has the following terms of reference:
offer document/prospectus/notice in terms a. Formulate the criteria for determining
of Regulation 32(7) of the SEBI Listing qualifications, positive attributes and
Regulations. independence of a director and recommend to
Upon invitation, the meetings of the Audit Committee the Board a policy, relating to the remuneration of
are also attended by the Managing Director, Director the directors, key managerial personnel and other
Operations, CFO, Statutory Auditor, Internal Auditor and employees;
the Company Secretary. b. Formulation of criteria for evaluation of
The Audit Committee met four times during the year independent directors and the Board;
under review. The Audit Committee meetings were held c. Devising a policy on Board diversity;
on 30 May 2020, 7 August 2020, 7 November 2020 and d. Identify persons who are qualified to become
30 January 2021. The gap between two meetings did directors or who may be appointed in senior
not exceed one hundred and twenty days. management in accordance with the criteria laid
Details of attendance of Members at the Audit down, recommend to the Board their appointment
Committee meetings during the financial year 2020 - and removal and shall carry out evaluation of
21 are provided herein below : every director’s performance. Our Company
shall disclose the remuneration policy and the
Name Position of No. of No. of
the Audit meetings meetings evaluation criteria in its annual report;
Committee held attended e. Analysing, monitoring and reviewing various
during the
human resource and compensation matters;
year
f. Determining our Company’s policy on specific
Dr. Girish Kumar Chairman 4 4
Ahuja remuneration packages for executive directors
including pension rights and any compensation
Ms. Sudha Pillai Member 4 4
payment, and determining remuneration
Mr. Satwinder Member 4 4
packages of such directors;
Singh
Mr. Jasbir Singh Member 4 4 g. Determine compensation levels payable to the
senior management personnel and other staff
Reporting of Internal Auditor (as deemed necessary), which shall be market-
The Internal Auditor of the Company attends meetings related, usually consisting of a fixed and variable
of Audit Committee on a regular basis and findings component;
of internal audits are reported directly to the Audit h. Reviewing and approving compensation strategy
Committee. from time to time in the context of the then current
B. Nomination and Remuneration Committee Indian market in accordance with applicable laws;

The Company has duly constituted Nomination and i. Perform such functions as are required to be
Remuneration Committee (“NRC”) which inter alia, performed by the compensation committee under
recommend nominations for Board Membership, the Securities and Exchange Board of India (Share
develop and recommend policies with respect to Based Employee Benefits) Regulations, 2014;
composition of the Board commensurate with the size, j. Framing suitable policies and systems to ensure
nature of the business and operations of the Company, that there is no violation, by an employee of any
establish criteria for selection to the Board with respect applicable laws in India or overseas, including:
to the competencies, qualifications, experience, track

Annual Report 2020-21 83

ANNEXURE - H (Contd.)

i) The Securities and Exchange Board of India u. Periodically reviewing and re-examining the terms
(Prohibition of Insider Trading) Regulations, of reference and making recommendations to our
2015; or Board for any proposed changes;
ii) The Securities and Exchange Board of India v. Authorisation to obtain advice, reports or opinions
(Prohibition of Fraudulent and Unfair Trade from internal or external counsel and expert
Practices relating to the Securities Market) advisors;
Regulations, 2003; w. Ensuring proper induction program for new
k. Determine whether to extend or continue the term directors, key managerial personnel and senior
of appointment of the independent director, on the management and reviewing its effectiveness
basis of the report of performance evaluation of along-with ensuring that on appointment,
independent directors; they receive a formal letter of appointment in
l. Evaluating the current composition, organisation accordance with guidelines provided under the
and governance of the Board and its committees Act;
as well as determining future requirements x. Developing a succession plan for our Board and
and making recommendations to the Board for senior management and regularly reviewing the
approval; plan;
m. Determining on an annual basis, desired y. Consideration and determination of the
qualifications along with the expertise, nomination and remuneration policy based on
characteristics and conduct searches for potential performance and also bearing in mind that the
Board Members with corresponding attributes. remuneration is reasonable and sufficient to
Thereafter, evaluation and proposal of nominees attract, retain and motivate Members of the Board
for election to the Board. In performing these and such other factors as the Committee shall
tasks, the committee shall have the sole authority deem appropriate;
to retain and terminate any search firm to be used z. Ensuring that it proactively maintains a balance
to identify director candidates; between fixed and incentive pay reflecting short
n. Evaluation and recommendation of termination of and long term performance objectives appropriate
membership of individual directors in accordance to the working of the Company; and
with the Board’s governance principles for cause aa. Perform such other activities as may be delegated
or for other appropriate reasons; by the Board of Directors and/or are statutorily
o. Making recommendations to the Board in relation prescribed under any law to be attended to by
to the appointment, promotion and removal of the such committee;
senior management personnel at such level(s); bb. Recommend to the Board, all remuneration, in
p. Reviewing, amending, modify and approving all whatever form, payable to senior management.
other human resources related policies of our (Senior management to include members of core
Company from time to time; management team including all person one level
q. Reviewing and recommending to the Board, below CEO/MD + Company Secretary + CFO)
manpower plan/ budget and sanction of new NRC has also formulated the criteria for determining
senior management positions from time to time qualifications, positive attributes and independence
in the future; of a Director and recommended to the Board a Policy
r. Reviewing and recommending to the Board, relating to the remuneration for the Directors, Key
matters relating to revision of compensation/ Managerial Personnel and other Employees.
salary and long term wage settlements; NRC also carries out a separate exercise to self -
s. Consideration and approval of employee stock evaluate the performance of NRC Committee, however,
option schemes and to administer and supervise recommended to the Board to evaluate performance
the same; of individual directors, Board as its whole and its
committee.
t. Decision on matters such as quantum of and
milestones for grant, eligibility of employees who Feedback is sought by way of structured questionnaires
shall be entitled to grant of options, vesting period covering various aspects of the Board’s functioning
and conditions thereof, termination policies etc; such as adequacy of the composition of the Board
and its Committees, Board culture, execution and

84 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

performance of specific duties, obligations and • Aligning key executive and Board remuneration
governance and performance evaluation is carried out with the longer term interests of the Company
based on the responses received from the Directors. and its shareholders;
The questionnaires were established in alignment • Minimising complexity and ensuring transparency;
with the Guidance Note on Board Evaluation issued
• Link to long term strategy as well as annual
by Securities and Exchange Board of India, vide its
business performance of the Company;
Circular dated 5 January 2017.
• Promoting a culture of meritocracy and linked to
The performance evaluation of Independent Directors
key performance and business drivers; and
was based on the criteria viz. attendance at Board
The policy can be viewed at the following link: http://
and Committee meetings, skill, experience, ability to
www.ambergroupindia.com/code-and-policies.
challenge views of others in a constructive manner,
knowledge acquired with regard to the Company’s C. Stakeholders Relationship Committee
business, understanding of industry and global trends, As on 31 March 2021, the Stakeholders’ Relationship
etc. Committee (“SRC”) comprises of following Members :
The NRC is also empowered to opine, in respect of Mr. Satwinder Singh, Independent Director - Chairman
the services rendered by a Director in professional
Mr. Daljit Singh - Member
capacity, whether such Director possesses requisite
qualification for the practice of the profession. Mr. Manoj Kumar Sehrawat - Member

Majority of NRC Members are Independent Directors The Company Secretary and Compliance Officer of the
including the Chairman. Company is the Secretary to the SRC.

As on 31 March 2021, the NRC comprises of following The SRC meets, as and when required, to inter alia, deal
Non-Executive Directors: with matters relating to Rematerialisation of shares
and monitor redressal of the grievances of the security
Mr. Satwinder Singh, Independent Director - Chairman
holders of the Company etc.
Dr. Girish Kumar Ahuja, Independent Director - Member
The role and terms of reference of the SRC covers the
Mr. Manoj Kumar Sehrawat, Non-Executive Director - areas as contemplated under Regulation 20 read with
Member Part D of Schedule II of the Listing Regulations and
The Company Secretary and Compliance Officer of the Section 178 of the Act, as applicable, besides the other
Company is the Secretary to the NRC. terms as referred by the Board of Directors. The SRC
The NRC met twice during the year under review. has the following terms of reference:
The NRC meetings were held on 30 May 2020 and 7 a. Redressal of grievances of shareholders,
November 2020. The attendance at the meeting was debenture holders and other security holders,
as under : including complaints related to the transfer of
shares;
Name Position of No. of No. of
the NRC meetings meetings b. Collecting and analyzing reports received
held attended periodically from the Registrar and the Share
during the Transfer Agent (“RTA”) on the following:
year
• Complaints regarding non-receipt of the
Mr. Satwinder Chairman 2 2
shares, debentures, deposit receipt, declared
Singh
dividend or interest;
Dr. Girish Kumar Member 2 2
Ahuja • Complaints of investors routed by the SEBI
Mr. Manoj Kumar Member 2 2 or Stock Exchanges and others;
Sehrawat • Transfer, sub-division, consolidation, split,
exchange, endorsement, transmission of
Nomination and Remuneration Policy
share certificates and transposition of share
The Company’s Remuneration Policy represents
certificates;
the overreaching approach of the Company to the
• Issue of share certificates, debenture
remuneration of Directors and senior management.
certificates, duplicate share or debenture
The compensation of Directors, Key Managerial
certificates in lieu of lost/ torn/ mutilated/
Personnel, senior management and other employees
defaced certificates;
is based on the following principles:

Annual Report 2020-21 85

ANNEXURE - H (Contd.)

• Requests relating to de-materialisation and The SRC met once during financial year 2020 – 21 i.e.
re-materialisation of shares; on 30 May 2020. The attendance at the meetings is as
• Requests relating to modes of paying the under :
dividend i.e. through electronic clearing Name Position of No. of No. of
service, RTGS and issue of dividend warrant the SRC meetings meetings
for dividend payment/ interest etc.; and held attended
during the
• Complaints related to allotment of shares, year
transfer or transmission of shares, Mr. Satwinder Chairman 1 1
debentures or any other securities, non- Singh
receipt of annual report and non-receipt of Mr. Daljit Singh Member 1 1
declared dividends or any other document or Mr. Manoj Kumar Member 1 1
Sehrawat
information to be sent by our Company to its
shareholders. D. Corporate Social Responsibility (“CSR”) Committee
c. Allotment of shares, approval of transfer or Initially, the Company has duly constituted its CSR
transmission of shares, debentures or any other Committee on 17 July 2014 and thereafter reconstituted
securities; on 20 September 2017 and CSR Committee is
d. Issue of duplicate certificates and new certificates responsible for formulation and recommendation of
on split/consolidation/renewal; the CSR Policy of the Company. It also recommends the
amount of expenses to be incurred on CSR projects/
e. Non-receipt of declared dividends, balance
activities and effectively monitors the implementation
sheets of our Company, annual report or any
of the Policy.
other documents or information to be sent by our
Company to its shareholders; and As at 31 March 2021, CSR Committee comprises of
following Members :
f. Carrying out any other function as prescribed
under the SEBI Listing Regulations, Companies 1. Ms. Sudha Pillai - Chairperson
Act, 2013 and the rules and regulations made 2. Mr. Jasbir Singh - Member
thereunder, each as amended or other applicable 3. Mr. Daljit Singh - Member
law;
4. Mr. Manoj Kumar Sehrawat - Member
g. Resolving the grievances of the security holders
The terms of reference of the CSR Committee, inter-
of the listed entity including complaints related to
alia, include the following:
transfer/ transmission of shares, non-receipt of
a. Formulating and recommending to the Board
annual report, non-receipt of declared dividends,
the corporate social responsibility policy of the
issue of new/ duplicate certificates, general
Company, including any amendments thereto in
meetings etc;
accordance with Schedule VII of the Companies
h. Review of measures taken for effective exercise
Act, 2013 and the rules made thereunder;
of voting rights by shareholders;
b. Ensuring that the corporate social responsibility
i. Review of adherence to the service standards
policy shall include/ indicate the activities to be
adopted by the listed entity in respect of various
undertaken by the companies as specified in
services being rendered by the Registrar & Share
Schedule VII of the Companies Act, 2013 and
Transfer Agent;
the rules made there under, from time to time
j. Review of the various measures and initiatives excluding the activities undertaken in pursuance
taken by the listed entity for reducing the quantum of its normal course of business;
of unclaimed dividends and ensuring timely
c. Identify corporate social responsibility policy
receipt of dividend warrants/annual reports/
partners and corporate social responsibility policy
statutory notices by the shareholders of the
programmes;
Company.
d. Recommending the amount of corporate
During financial year 2020 - 21, 36 complaints were
social responsibility policy expenditure for the
received from the investors, all of which have been
corporate social responsibility activities and the
attended/ resolved to the satisfaction of the investors.
distribution of the same to various corporate
As of date, there are no complaints/pending share
social responsibility programmes undertaken by
transfers pertaining to the year under review.
the Company;

86 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

e. Identify and appointing the corporate social 2020 – 21 i.e. on 30 May 2020 and 30 January 2021.
responsibility team of the Company including The attendance at the meetings is as under :
corporate social responsibility manager, wherever Name Position No. of No. of
required; of the CSR meetings meetings
Committee held attended
f. Delegating responsibilities to the corporate
during the
social responsibility team and supervise proper year
execution of all delegated responsibilities; Ms. Sudha Pillai Chairperson 2 2
g. Assistance to our Board to ensure that our Mr. Jasbir Singh Member 2 2
Company spends towards the corporate social Mr. Daljit Singh Member 2 2
responsibility activities in every Fiscal, such Mr. Manoj Kumar Member 2 2
percentage of average net profit/ amount as may Sehrawat
be prescribed in the Companies Act, 2013 and/ or
E. RISK MANAGEMENT COMMITTEE (“RMC”)
rules made thereunder;
The Board at its meeting held on 8 February 2019,
h. Reviewing and monitoring the implementation constituted a Risk Management Committee to
of corporate social responsibility programmes assists the Board in its oversight of the Company’s
and issuing necessary directions as required for management of key risks, as well as the guidelines,
proper implementation and timely completion of policies and procedures, monitoring and integrating
corporate social responsibility programmes; such risks within overall business risk management
framework.
i. Providing explanation to the Board if our Company
fails to spend the prescribed amount within the As at 31 March 2021, RMC comprises of following
financial year; Members:
1. Mr. Jasbir Singh - Chairman
j. Providing updates to our Board at regular
intervals of six months on the corporate social 2. Mr. Daljit Singh – Member
responsibility activities; 3. Mr. Sanjay Arora – Member

k. Regulation of its own proceedings subject to the The terms of reference of the RMC, inter-alia, include
terms of reference; the following:
• Framing of Risk Management Plan and Policy;
l. Reviewing and recommending the corporate
social responsibility plan for the ensuing Fiscal to • Overseeing implementation of Risk Management
our Board; Plan and Policy;
• Monitoring of Risk Management Plan and Policy;
m. Approval of any project that may come during the
year and which is not covered in the corporate • Validating the process of risk management;
social responsibility plan up to such amount as • Validating the procedure for Risk minimisation;
may be prescribed by our Board from time to time; • Overseeing Company’s recent developments and
and periodically reviewing and evaluating the Risk
n. Performing such other duties and functions Management Policy and practices with respect to
risk assessment and risk management processes;
as the Board may require the corporate social
responsibility committee to undertake to promote • Continually obtaining reasonable assurance from
the corporate social responsibility activities of the management that all known and emerging risks
have been identified and mitigated or managed;
Company.”
• Reviewing the adequacy of the Company’s
The CSR Policy can be accessed at the Company’s
resources periodically to perform its risk
website at http://www.ambergroupindia.com.
management responsibilities and achieve
The CSR committee met twice during the financial year objectives;
• Performing such other functions as may be
necessary or appropriate or assigned by the Board
for the performance of its oversight function;

Annual Report 2020-21 87

ANNEXURE - H (Contd.)

• Review the Hedging Plan/Policy of the Company obtain outside legal or other professional advice
and monitor the hedging activity and take and secure attendance of outsiders with relevant
appropriate action(s) to mitigate the Hedging risk; expertise, if it considers necessary.
• Reviewing and undertake all other tasks and In context of above changes, subsequent to closure of
responsibilities prescribed in the SEBI (Listing financial year 2020 – 21, the Board in its meeting held on
Obligations and Disclosure Requirements) 22 May 2021 dissolved the existing Risk Management
(Amendment) Regulations, 2015 (as amended Committee and changed the nomenclature of “Audit
from time to time), the Companies Act, 2013 and Committee” and merged the Risk Management
its amendments thereto. Committee and Audit Committee, named as “Audit and
During the financial year under review, RMC met on 25 Risk Management Committee”.
January 2021. F. EXECUTIVE COMMITTEE
The attendance at the meeting was as under : The Board constituted its Executive Committee on
Name Position of No. of No. of 25 May 2018 which comprises of Mr. Jasbir Singh,
the NRC meetings meetings Chairman and Chief Executive Officer as Chairman, Mr.
held attended Daljit Singh, Managing Director and Mr. Sudhir Goyal,
during the
Chief Financial Officer as Members of the Committee.
year
The meetings of the Committees are convened on a
Mr. Jasbir Singh Chairman 1 1
need basis. During the financial year 2020 -21 under
Mr. Daljit Singh Member 1 1
review, 37 meetings of the Executive Committee
Mr. Sanjay Arora Member 1 1 of Board were held i.e. on 19.05.2020, 22.05.2020,
As per the SEBI (Listing Obligations and Disclosure 28.05.2020, 03.06.2020, 09.06.2020, 16.06.2020,
Requirements) (Second Amendment) Regulations, 27.06.2020 13.07.2020, 21.07.2020 25.07.2020
2021 notification dated 05 May 2021 the requisite 06.08.2020, 18.08.2020, 07.09.2020, 11.09.2020,
amendments have been made in Regulation 21, which 20.10.2020, 17.11.2020, 18.11.2020, 07.12.2020,
contains the following changes : 12.12.2020, 14.12.2020, 16.12.2020 23.12.2020,
24.12.2020, 06.01.2021, 09.01.2021, 11.01.2021,
1. The Risk Management Committee shall have
12.01.2021, 19.01.2021, 22.01.2021, 04.02.2021,
minimum three members with majority of them
23.02.2021, 03.03.2021, 06.03.2021, 17.03.2021,
being members of the Board of Directors, including
20.03.2021, 23.03.2021 and 25.03.2021. The
at least one independent director and in case of a
attendance at the meetings is as under:
listed entity having outstanding SR equity shares,
at least two thirds of the Risk Management Name Position No. of No. of
Committee shall comprise independent directors. of the meetings meetings
Committee held attended
2. The Risk Management Committee shall meet at during the
least twice in a year. year
3. The quorum for a meeting of the Risk Management Mr. Jasbir Singh Chairman 37 37
Committee shall be either two members or one Mr. Daljit Singh Member 37 37
third of the members of the committee, whichever Mr. Sudhir Goyal Member 37 37
is higher, including at least one member of the
Board of Directors in attendance. Minutes of the proceedings of the Executive Committee
meetings are placed before the next Audit Committee
4. The meetings of the Risk Management Committee
and the subsequent Board meeting of the Company for
shall be conducted in such a manner that on a
noting the same.
continuous basis not more than one hundred
and eighty days shall elapse between any two
V. SUBSIDIARY COMPANIES
consecutive meetings.
Regulation 16 of the SEBI (LODR) Regulations defines
5. The role and responsibilities of the Risk
a “material subsidiary” to mean a Subsidiary, whose
Management Committee shall mandatorily
income or net worth exceeds 10% of the consolidated
include the performance of functions as specified
income or net worth respectively, of the listed entity
in Part D of Schedule II.
and its subsidiaries in the immediately preceding
6. The Risk Management Committee shall have accounting year.
powers to seek information from any employee,

88 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

The Company has two material subsidiaries i.e. IL JIN and SIDWAL all the above mentioned subsidiaries are
Electronics (India) Private Limited (“IL JIN”) and Sidwal out of the scope of the definition of Material Subsidiary.
refrigeration Industries Private Limited (“Sidwal”) as The subsidiaries of the Company function
per clause (c) of sub-regulation 1 of Regulation 16 of independently, with an adequately empowered Board
SEBI (LODR) Regulations. of Directors and adequate resources. For more
As on 31 March 2021, Your Company has three effective governance, the minutes of Board meetings
Wholly Owned Subsidiaries i.e. PICL (India) Private of Subsidiaries of the Company are placed before the
Limited (“PICL”), Appserve Appliance Private Limited Board of Directors of the Company for their review at
(“Appserve”) and Sidwal Refrigeration (Industries) every quarterly meeting.
Private Limited (“SIDWAL”) and two Subsidiaries i.e. The other requirement of Regulation 24 of the
IL JIN Electronics (India) Private Limited (“IL JIN”) and SEBI (LODR) Regulations with regard to Corporate
Ever Electronics Private Limited (“EVER”) , except IL JIN Governance requirements for Subsidiary companies
have been complied with.

PICL (India) Private Limited IL JIN Electronics (India) Private Limited

CIN : U74899DL1994PTC061471 CIN : U31909DL2001PTC112387
Address : Second Floor, Khasra No. 367, 100 Foote Road, Address : F. No.5, 109/2A Buddha Appartments C C Colony
Village Ghitorni, South West, New Delhi - 110030 New Delhi 110007

Appserve Appliance Private Limited EVER Electronics Private Limited

CIN : U29308PB2017PTC047239 CIN : U32109PN2004PTC136895
Address : C- 2, Phase II Focal Point Rajpura Patiala 140401, Address : Gat No. 161/2, Pimple Jagtap Road, Bhima
Punjab Koregaon, Tal. Shirur, Pune MH 412216

Sidwal Refrigeration Industries Private Limited

CIN : U74899DL1965PTC008575
Address : 108-A, Madangir, Behind Pushp Vihar, DDA Local Shopping Complex,
New Delhi – 110 062

VI. DISCLOSURES their Relatives or the Management, Subsidiaries, etc.

which may have potential conflict with the interests of
A. Policy for determining ‘material’ subsidiaries
the Company at large. Further, details of Related Party
Your Company has formulated a Policy for determining Transactions are presented in Note No. 46 to financial
‘Material’ Subsidiaries as defined in Regulation 16 of statements in the Annual Report.
the SEBI (LODR) Regulations. This Policy has also
There was no material Related Party Transaction,
been posted on the website of the Company and
pecuniary transaction or relationship between
can be accessed through the web link: http://www.
the Company and its Directors, promoters or the
ambergroupindia.com/policy-determination-material-
management that may have potential conflict with
subsidiarygovernance-Subsidiary.
the interests of the Company at large. The details of
B. Policy on Materiality of and Dealing with Related Related Party Transactions are detailed in the notes to
Party Transactions the financial statements disclosed as per applicable
Your Company has formulated a policy on materiality Accounting Standards.
of and dealing with Related Party Transactions which i) All details relating to financial and commercial
specify the manner of entering into Related Party transactions, where Directors may have a
Transactions. potential interest are considered, recommended
This policy has been posted on the website of and approved by the Board. The interested
the Company and can be accessed through the Directors are not present in the meeting at the
weblink:http://www.ambergroupindia.com/policy- time of discussion on such agenda items and do
materiality-dealing-related-party transactions. not participate in the discussion or decision on
such matters.
C. Disclosure of Transactions with Related Parties
ii) Policy on Materiality of and dealing with Related
During financial year 2020 - 21, there were no materially
Party Transactions has been duly adopted by
significant transactions or arrangements entered into
the Company and the same is uploaded on
between the Company and its Promoters, Directors or
the official website of the Company. The same

Annual Report 2020-21 89

ANNEXURE - H (Contd.)

can be accessed on the following link: http:// Your Company hereby affirms that no Director/
www.ambergroupindia.com/policy-materiality- employee have been denied access to the Chairman of
dealing-related-party-transactions. the Audit Committee. There was no complaint received
All the Related Party Transactions entered into by through the said mechanism during the financial year
the Company during financial year 2020 – 21 were 2020 - 21.
carried out with prior approval of the Audit Committee The Whistleblower Policy of the Company is available
(Omnibus approval was accorded by Audit Committee). on the website of the Company and can be accessed
Further, on the recommendation of Board Members, all at the web link: http://www.ambergroupindia.com/
the transactions irrespective of whether the transaction whistle-blower-policy.
was on arm’s length basis and in ordinary course of Further, disclosures in relation to the Sexual
business was approved by the Board. Harassment of Women at Workplace (Prevention,
D. Accounting Treatment in preparation of Financial Prohibition and Redressal) Act, 2013 has given below :
Statements a. Number of complaints filed during the financial
The financial statements have been prepared in year - Nil
accordance with Ind AS notified under the Companies b. Number of complaints disposed of during the
(Indian Accounting Standards) Rules, 2015 while financial year - Nil
preparing financial statements. c. Number of complaints pending as on end of the
E. Code for Prevention of Insider Trading Practices financial year – Nil

The Company has formulated and adopted the ‘Code d. Number of workshops or awareness programme
of conduct for insider trading and fair disclosure against sexual harassment carried out – 4 (Four)
of unpublished price sensitive information’ (“Code e. Nature of action taken by the employer or district
of Conduct”) in compliance with the Securities and officer – Nil
Exchange Board of India (Prohibition of Insider Trading)
G. Compliances by the Company
Regulations, 2015 (“the PIT Regulations”).
No penalties have been imposed or strictures passed
Company’s Code of Conduct has been formulated to
against the Company by the stock exchanges, the
regulate, monitor and ensure reporting of trading by the
Securities and Exchange Board of India or any statutory
Employees and Connected Persons designated on the
authority on any matter related to capital markets
basis of their functional role in the Company towards
during the last three years.
achieving compliance with the Regulations and is
designed to maintain the highest ethical standards Securities of the Company have not been suspended
of trading in Securities of the Company by persons for trading at any point of time during the year and
to whom it is applicable. Code of Conduct lays down the Company has duly complied with Corporate
guidelines, which advises them on procedures to be Governance requirements as specified under
followed and disclosures to be made, while dealing Regulations 17 to 27 and clause (b) to (i) of Regulation
with securities of the Company and cautions them of 46 (2) of the SEBI (LODR) Regulations.
the consequences of violations. Quarterly reports on compliance with Corporate
Governance as per Regulation 27 of the SEBI
F. Vigil Mechanism/ Whistleblower Policy
(LODR) Regulations, were duly filed with the stock
Your Company is committed to the highest standards of exchanges within the stipulated time and same
ethical, moral and legal business conduct. Accordingly are also available on website of the Company at
in order to comply with the provisions of Section 177 of http://www.ambergroupindia.com/compliances/.
the Act and Regulation 22 of SEBI (LODR) Regulations,
the Company has adopted a Vigil Mechanism / H. Commodity price risk or Foreign Exchange Risk and
Whistle Blower Policy for Directors and employees of Hedging Activities in terms of Regulation 34(3) read
the Company which provides a robust framework for with clause 9(n) of Part C of Schedule V of SEBI
dealing with genuine concerns & grievances. (Listing Obligations and Disclosure Requirements)
Regulations, 2015:
The main objective of this policy is to provide a
platform to Directors and employees to raise concerns 1. Risk management policy of the Company with
regarding any irregularity, misconduct or unethical respect to commodities including through
matters / dealings within the Company which have a hedging
negative bearing on the organisation either financially
or otherwise.

90 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

Amber Enterprises Limited has an approved risk The risk management policy is designed to manage
management policy. The key objectives of the policy the impact of commodity price fluctuations across
are its value chain to effectively manage its financial
• Identification and categorisation of potential risks performance and profitability. Multiple levels are
deployed to mitigate these risks and the selection of
• Assessment and mitigation of risks
a lever depends on the cost-benefit analysis and the
• To monitor and assure continuous growth and to extent of exposure including its assessment of ability
sustain market leadership in the HVAC industry, to pass adverse fluctuation to the customer by way of
domestically and globally. price increases. The Company works on an ongoing
Commodity price risk is the financial risk on an entity’s basis on cost optimisation, weight reduction and
financial performance/profitability upon fluctuations process improvement exercises.
in the prices of commodities. As a resource intensive The Company also considers localisation of imports/
manufacturing operations, the Company is exposed global sourcing to ensure lowest cost option in
to a variety of market risks, including the effects of sourcing of parts/raw material.
changes in commodity prices and exchange rates.
2. Exposure of the Company to commodity
The Company procures components from its vendors and commodity risks faced by the Company
for most of its business requirements, who in turn buy throughout the year: a) Total exposure of the
necessary commodities and process the same. Company to commodities in INR; and b) Exposure
Hence, direct purchase of commodity by Company is of the Company to various commodities.
marginal, but the changes in prices of commodities Based on the assessment by the Company and after
impact procurement cost of components and parts factoring the ability to optimise costs and pass on
The key commodities which are used in the prices to customers, no individual commodity is
manufacture of Air Conditioners are base metals (steel, likely to adversely impact the financial performance/
aluminum), resin, electronic components and copper. profitability beyond its materiality threshold approved
Sharp fluctuations in commodity prices can create by the Board.
business challenges that can affect production costs, Hence, commodity level information is not being
product pricing and earnings. provided hereunder:

Commodity Exposure in ` Exposure in quantity terms % of such exposure hedged through commodity
Name towards the towards the particular derivatives
particular commodity % of such Domestic market International market Total
commodity exposure hedged through
commodity derivatives OTC Exchange OTC Exchange

As of the reporting date i.e. 31 March 2021 the shares at a price of ` 1,780 per equity share (including
Company did not have any open contracts/derivative a premium of ` 1,770 per equity share) constituting a
and consequential gains or losses arising therefrom. discount of 1.04% i.e. ` 18.72 per equity share which
The Company follows prudent risk management is not more than 5% to the floor price of ` 1,798.72 per
framework. A detailed note on commodity price risk & equity share in the qualified institutions placement (the
foreign exchange risks alongwith their mitigation plan “QIP”) under Chapter VI of the Securities and Exchange
is duly given in Management Discussion and Analysis Board of India (Issue of Capital and Disclosure
forming part of this Annual Report. Further, details of Requirements) Regulations, 2018, as amended and
the hedged and unhedged positions are available in the Section 42 and Section 62, along with other applicable
notes to standalone financial statements in the Annual provisions, of the Companies Act, 2013 read with Rule
Report. 14 of the Companies (Prospectus and Allotment of
Securities) Rules, 2014.
I. Details of utilisation of funds raised through
The issued and paid-up share capital of the Company
preferential allotment or qualified institutions
as on 31 March 2021 was ` 33,69,37,310 divided into
placement as specified under Regulation 32 (7A)
3,36,93,731 equity shares of ` 10 each.
During financial year 2020 - 21 under review, the
Company has issued and allotted 22,47,191 equity

Annual Report 2020-21 91

ANNEXURE - H (Contd.)

The funds raised through or qualified institutions Company Website

placement utilised by the Company for funding its Pursuant to Regulation 46 of the SEBI (LODR)
capital expenditures required for the long term growth Regulations, the Company’s website, www.
of its businesses; loans to and investments in its ambergroupindia.com contains a dedicated functional
subsidiaries for their long term & short term business segment, named ‘INVESTORS RELATION’ where all the
purposes and pre-payment and/or repayment of information meant for the shareholders is available,
Company and/or its subsidiaries debts; financing including information on Directors, shareholding
other long term and working capital requirements of pattern, quarterly reports, financial results, annual
the Company and/or its subsidiaries; making strategic reports, press releases, details of unpaid/unclaimed
acquisitions or joint ventures and general corporate dividends and various policies of the Company.
purposes, as may be permissible under applicable

NSE Electronic Application Processing System
law and approved by the Board of Directors of the
(‘NEAPS’)
Company.
NEAPS is a web-based application designed by the
J. Any recommendation of any committee of the Board
National Stock Exchange of India Limited (“NSE”) for
which is not accepted by the Board
corporate filings. All periodical compliance related
The Board has accepted all the recommendations filings like shareholding pattern, Corporate Governance
made by respective Committees of the Board. report, media releases, statement of investor
K. Total fees for all services paid by the listed entity complaints, among others and corporate actions are
and its subsidiaries, on a consolidated basis, to the filed electronically on NEAPS.
statutory auditor and all entities in the network firm / BSE Corporate Compliance & Listing Centre (‘LISTING
network entity of which the statutory auditor is a part CENTRE’)
The details of total fees for all services paid by the The Listing Centre of BSE Limited (“BSE”) is a web-
Company and its subsidiaries, on a consolidated basis, based application designed for corporate filings.
to the statutory auditor and all entities in the network All periodical compliance filings like shareholding
firm / network entity of which the statutory auditor is a pattern, Corporate Governance report, media releases,
part, are as follows : statement of investor complaints, among others are
(Amount in Lakh) filed electronically on the Listing Centre.
Type of Service Financial year Financial year Financial Results
2020 - 21 2019 - 20
Pursuant to Regulation 33 of SEBI (LODR) Regulations,
Audit fees* ` 90.20# ` 84.45
the Company has regularly furnished within the
Others expenses ` 2.63 ` 7.70
prescribed timeline the quarterly unaudited as well
Total ` 92.83 ` 92.15 as annual audited financial results to both the stock
* Includes limited review fees. exchanges i.e. NSE & BSE.
# Excludes fees paid to statutory auditor of ` 32 Lakh Quarterly and annual financial results are also
for QIP related services. published in English and Hindi language national daily
newspaper (like Business Standard) circulating in the
VII. MEANS OF COMMUNICATION whole of India and in daily newspaper published in the
Your Company, from time to time and as may be vernacular language (like Chardhikala) in state where
required, communicates with its security-holders and registered office of the Company is situated.
investors through multiple channels of communications
News Releases and Presentations
such as dissemination of information on the website of
Official news and media releases are sent to stock
the stock exchanges, press releases, the Annual Report
exchanges on which the shares of the Company are
and uploading relevant information on its website.
listed and are also uploaded on the Company’s website
at www.ambergroupindia.com.

92 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

Annual Report b). Financial Year of the Company

The Annual Report containing, inter-alia, the audited The financial year covers the period from 1 April to
financial statements (standalone & consolidated), 31 March.
Board’s Report, Auditors’ Report, Management
c). Date of Book Closure and Dividend Payment Date
Discussion and Analysis (MDA) report and other
Book closure for AGM will be from Saturday, 4
important information is circulated to shareholders
September 2021 to Thursday, 9 September 2021, both
and other stakeholders and is also available on the
days inclusive.
Company’s website at www.ambergroupindia.com.
d). Listing on Stock Exchanges
SEBI Complaints Redress System (SCORES)
The securities of the Company are listed on the
The investor complaints are processed in a centralised
following exchanges :
web-based complaints redress system. The salient
features of this system are: Centralised database of 1. BSE Limited (“BSE”)
all complaints, online upload of Action Taken Reports Phiroze Jeejeebhoy Towers, Dalal Street,
(“ATRs”) by concerned companies and online viewing Mumbai-400 001;
by investors of actions taken on the complaint and its 2. National Stock Exchange of India Limited (“NSE”)
current status.
Exchange Plaza, Plot No. C/1, G Block, Bandra
Reminder to Investors Kurla Complex, Bandra (East), Mumbai-400 051
Reminders to the shareholders are sent for claiming e). Stock Codes
returned undelivered shares certificates, unclaimed
The Company’s stock codes on the above stock
dividend investor complaints etc.
exchanges are:
Green Initiative Scrip Code
Information is uploaded on Company’s website for BSE 540902
registering email ids of shareholders so that Annual NSE AMBER
Report and other information may be sent to them in
The ISIN of the Company is INE371P01015.
electronic form to save paper.
f). Annual Listing Fees
Functionality has been provided on Company’s website
for shareholders’/ investors to raise their queries, Annual listing fees for financial year 2021 - 22 has been
questions, if any, directly with the shareholders’/ paid to BSE and NSE within the stipulated time.
investor relations’ teams. g). Corporate Identity Number: L28910PB1990PLC010265

h). Registered Office Address: C-1, Phase II, Focal Point,

VIII. GENERAL SHAREHOLDER INFORMATION
Rajpura Town -140 401, Punjab
a). 31st Annual General Meeting
Date : 9 September 2021
Time : 12:00 Noon
Deemed Venue : C-1, Phase II, Focal Point, Rajura Town
– 140 401, Punjab
Mode : Video Conference

Annual Report 2020-21 93

ANNEXURE - H (Contd.)

i). Stock Market Data:

The monthly high and low quotations, as well as the volume of shares traded at the BSE, the NSE for the financial year
2020 - 21 are provided as follows :

2020-2021 BSE NSE Total

Volumes
Months Avg. Avg. Avg. Total Avg. Avg. Low Avg. Close Total (BSE+NSE)
High Low Close Volume High Price Price Volume
Price Price Price Price
April 1,159 1,083 1,109 198,064 1,159 1,083 1,108 2,273,718 2,471,782
May 1,171 1,115 1,141 43,646 1,170 1,114 1,141 1,459,268 1,502,914
June 1,512 1,430 1,472 65,564 1,513 1,429 1,472 1,878,507 1,944,071
July 1,524 1,471 1,490 58,692 1,522 1,470 1,490 1,277,852 1,336,544
August 1,803 1,722 1,760 235,270 1,805 1,722 1,761 3,452,422 3,687,692
September 1,992 1,880 1,936 625,421 1,991 1,881 1,935 13,673,203 14,298,624
October 2,206 2,087 2,141 305,208 2,203 2,086 2,142 7,266,729 7,571,937
November 2,291 2,193 2,239 228,571 2,292 2,192 2,239 4,455,403 4,683,974
December 2,391 2,313 2,342 143,733 2,392 2,315 2,342 2,917,531 3,061,264
January 2,604 2,496 2,544 320,207 2,602 2,501 2,544 4,357,568 4,677,775
February 3,074 2,947 3,010 264,395 3,075 2,946 3,011 3,497,957 3,762,352
March' 3,406 3,250 3,325 388,840 3,408 3,248 3,324 2,463,934 2,852,774
Note : Share prices have been rounded off to the nearest whole number

Performance - comparison with NSE NIFTY, BSE Sensex and NSE Small cap 100

Amber Enterprises VS Bse Sensex

4000 60,000
55,000
Amber Share Price

3000 50,000
BSE Sensex

45,000
2000
40,000

1000 35,000
30,000
0 25,000
Apr-20

Jun-20

Jul-20

Aug-20

Sep-20

Oct-20
May-20

Nov-20

Dec-20

Jan-21

Feb-21

Mar-21

Amber Share Price BSE Sensex

94 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

Amber Enterprises VS Nifty 50

4000 20,000
Amber Share Price

3000
15,000

Nifty 50
2000
10,000
1000

0 5,000
Apr-20

Jun-20

Jul-20

Aug-20

Sep-20

Oct-20
May-20

Nov-20

Dec-20

Jan-21

Feb-21

Mar-21
Amber Share Price Nifty 50

Amber Enterprises VS Nifty Smallcap 100

4000

Nifty Smallcap 100

8,500
Amber Share Price

3000

2000 6,500

1000 4,500

0 2,500
Apr-20

Jun-20

Jul-20

Aug-20

Sep-20

Oct-20
May-20

Nov-20

Dec-20

Jan-21

Feb-21

Mar-21

Amber Share Price Nifty Smallcap 100

Distribution schedule of Shareholding as on 31 March 2021

Category (Shares) Number of % To Holders No. of Shares % To Equity
Holders
1 - 5000 81043 99.75 2150078 6.38
5001 - 10000 56 0.07 398495 1.18
10001 - 20000 31 0.04 430457 1.28
20001 - 30000 20 0.02 515116 1.53
30001 - 40000 20 0.02 716602 2.13
40001 - 50000 16 0.02 717686 2.13
50001 - 100000 22 0.03 1723749 5.12
100001 and above 41 0.05 27041548 80.26
Total: 81249 100.00 33693731 100.00

Annual Report 2020-21 95

ANNEXURE - H (Contd.)

Shareholding Pattern as on 31 March 2021

Amber Enterprises India Limited

Shareholding Pattern as on 31 March 2021 (Total)
Sl. Description No. of Cases Total Shares % Equity
No.
1 MUTUAL FUNDS 61 2569286 7.63
2 FOREIGN PORTFOLIO - CORP 159 9428522 27.98
3 FOREIGN INSTITUTIONAL INVESTORS 1 24779 0.07
4 TRUSTS 11 27115 0.08
5 ALTERNATIVE INVESTMENT FUND 4 96016 0.28
6 RESIDENT INDIVIDUALS 77458 2608826 7.74
7 PROMOTERS 2 13133370 38.98
8 EMPLOYEES 47 209669 0.62
9 NON RESIDENT INDIANS 959 162508 0.48
10 CLEARING MEMBERS 252 66348 0.20
11 INDIAN FINANCIAL INSTITUTIONS 1 102 0.00
12 Qualified Institutional Buyer 16 1223614 3.63
13 PROMOTER GROUP 3 433867 1.29
14 NON RESIDENT INDIAN NON REPATRIABLE 435 38211 0.11
15 BODIES CORPORATES 308 3613463 10.72
16 H U F 1532 58035 0.17
Total: 81249 33693731 100.00

Mutual Funds 7.63% Non Resident Indians 0.48%

Foreign Portfolio - Corp 27.98% Clearing Members 0.20%
Foreign Institutional Investors 0.07% Indian Financial Institutions 0.00%
Trusts 0.08% Qualified Institutional Buyer 3.63%
Alternative Investment Fund 0.28% Promoter Group 1.29%
Resident Individuals 7.74% Non Resident Indian Non Repatriable 0.11%
Promoters 38.98% Bodies Corporates 10.72%
Employees 0.62% HUF 0.17%

96 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

Dematerialisation of Shares and Liquidity

As on 31 March 2021, 100% of the paid-up Equity Share Capital of your Company is held in dematerialised form with
National Securities Depository Limited and Central Depository Services (India) Limited.

Particulars Number of shares % of total capital

issued
Held in Dematerialised form in NSDL 29497662 87.55
Held in Dematerialised form in CDSL 4196064 12.45
Physical Share Certificate 5 0.00

Category of Shareholding as on 31 March 2021

NSDL 88%
CDSL 12%
Physical 0%

Shareholders are requested to convert their physical holdings into electronic holdings which will negate risks associated
with physical certificates.
Shareholders holding shares in dematerialised form are requested to intimate all changes viz. pertaining to change of
address, change in e-mail id, bank details etc. to their Depository Participants whilst those holding shares in physical form
are requested to intimate such changes to the Company’s Registrar and Share Transfer Agent.

j). Registrar and Transfer Agents: The Registrar and Transfer Agents also have an Office at:
All work related to share registry, both in physical form KFin Technologies Private Limited
and electronic form, is handled by the Company’s RTA, Address : Karvy Selenium Tower B, Plot Number 31
KFin Technologies Private Limited. The communication and 32 Financial District, Nanakramguda, Gachibowli,
address of the RTA is given hereunder : Hyderabad, 500 032, Telangana, India Tel No. : +91
KFin Technologies Private Limited 40-67162222 Fax No : +91 40-23420814 Email ID :
Karvy Selenium Tower B, Plot No. 31-32, support@kfintech.com.

Gachibowli, Financial District, Your Company has also designated amber.ipo@

kfintech.com as an exclusive e-mail ID for Investors
Nanakramguda, Hyderabad,
for the purpose of registering complaints and the same
Telangana - 500 032, India.
has been displayed on the Company’s website.
Tel. No. : +91 40 6716 2222
Security holders would have to correspond with the
Fax No. : + 91 40-23431551 respective Depository Participants for Securities held
E-mail : einward.ris@kfintechcom in demateralised form for transfer/transmission of
Website : www.karvyfintech.com Shares, change of address, change in Bank details, etc.

For all matters relating to transfer/ dematerialisation For all investor related matters, the Company Secretary
of shares, payment of dividend and any other query and Compliance Officer can also be contacted at :
relating to equity shares of your Company.

Annual Report 2020-21 97

ANNEXURE - H (Contd.)

Konica Yadav the date of receipt of the documents, provided the

Company Secretary and Compliance Officer; documents are valid and complete in all respects.
With a view to expedite the process of share transfers,
Universal Trade Tower, 1st Floor,
Company Secretary and Compliance Officer of the
Sector 49, Sohna Road Company and KFin Technologies Private Limited
Gurgaon – 122 018, Haryana (KFintech), the Registrar and Share Transfer Agent
Tel: +91 124 392 3000 of the Company have been severally authorised to
Fax: +91 124 392 3016, 17 approve the Transfer/Transmission/ Transposition
of Physical Share Certificate, Rematerilaziation/
E-mail: cs_corp@ambergroupindia.com
Dematerialisation Request and Split/Consolidation of
Your Company can also be visited at its website: Share Certificate upto 1000 Shares in the Company.
www.ambergroupindia.com. The Stakeholders Relationship Committee meets as
k). Share Transfer System : and when required to, inter alia, consider the other
transfer proposals, requests for issue of duplicate
Alternate
share certificates, attend to Shareholders’ grievances,
All share transfers and other communications etc.
regarding share certificates, change of address,
The Company obtains from a Practicing Company
dividends, etc. should be addressed to Registrar
Secretary, half yearly certificate of compliance with the
& Share Transfer Agent. Stakeholder Relationship
share transfer formalities as required under Regulation
Committee is authorised to approve transfer and
40(9) of the SEBI (LODR) Regulations and files a copy
transmission of shares in the physical segment. Such
of the same with the Stock Exchanges.
transfers generally take place on fortnightly basis. All
SEBI, effective from 1 April 2019, barred physical
share transfers are completed within statutory time
transfer of shares of listed companies and mandated
limit from the date of receipt, provided the documents
transfers only through demat. However, investors are
meet the stipulated requirement of statutory provisions
not barred from holding shares in physical form.
in all respects.
However, pursuant to the proviso of Regulation 40(1) l). Reconciliation of Share Capital Audit
of the Listing Regulations, effective 31 March 2019, the As stipulated by Securities and Exchange Board of
requests for effecting transfer of securities in physical India (“SEBI”), a Practicing Company Secretary carries
mode shall not be processed by the Company unless out the Share Capital Audit to reconcile the total
the securities are held in the dematerialised form admitted capital with National Securities Depository
with a depository, except in case of transmission or Limited (“NSDL”) and Central Depository Services
transposition of securities. The Company obtains from (India) Limited (“CDSL”). This audit is carried out every
a Company Secretary in practice, half yearly certificate quarter and the reports for the same were submitted to
of compliance with the share transfer formalities BSE and NSE. The audit confirms that the total issued
as required under Regulation 40(9) of the Listing / paid-up and listed capital is in agreement with the
Regulations, and files a copy of the same with the aggregate of the total number of shares in physical
stock exchanges. form and the total number of shares in dematerialised
Trading in equity shares of the Company through form (held with NSDL and CDSL).
recognised Stock Exchanges is permitted only in Compliance with Secretarial Standards the Institute of
dematerialised form. Company Secretaries of India, a Statutory Body, has
All share transfers, physical as well as electronic, are issued Secretarial Standards on meetings of the Board
handled by KFin Technologies Private Limited. of Directors and General meetings. The Company
has complied with all the applicable provisions of the
Shares sent for transfer in physical form are registered
Secretarial Standards.
and returned within a period of fifteen days from

98 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

m). Plant locations of Amber Group

The manufacturing facilities are located at the following locations:

Serial No. Name/Location Property Key Products Manufactured

(Leased or
Owned)
1. Rajpura Unit: C-1, Phase-II, Focal Point, Rajpura, Owned Sheet metal components and AC assembly
Punjab
2. Dehradun Unit I: A-1/1 and A-1/1A, Industrial Area, Leased AC assembly, heat exchangers and injection
Selaqui, Dehradun, Uttarakhand moulding components
3. Dehradun Unit II: D-36, 37 and 38, Industrial Area, Leased Sheet metal components and heat
Selaqui, Dehradun, Uttarakhand exchangers
4. Dehradun Unit III: H-23, Industrial Estate, Selaqui, Leased AC assembly and system tubing
Dehradun, Uttarakhand
5. UP Unit I: 38-C, Sector Ecotech II, Udyog Leased Inner case liners and plastic sheets
Vihar, Greater Noida, Gautam Buddha Nagar,
Uttar Pradesh
6. UP Unit II: Industrial Plot No. C-3, UPSIDC, SITE Leased Sheet metal components
IV, Greater Noida, Gautam Buddha Nagar, Kasna,
Uttar Pradesh
7. Pune Unit I: Plot No. D-93, Ranjangaon Industrial Leased Sheet metal components
Area, Ranjangaon, Pune, Maharashtra
8. Pune Unit II: Plot No. D-163, D-165 and D-167, Leased AC assembly and gas charging
Ranjangaon Industrial Area, Ranjangaon, Pune,
Maharashtra AND B1200 Plot No. 1/1/2 Indospace
Industrial Park Ranjangaon MIDC Vill- Ranjangaon
Ganpati Taluka- Shirur Dist-Pune 412220
9. Jhajjar Unit I: 15 KM Mile Stone, Village Dadri TOE, Owned AC assembly, heat exchangers, and injection
Jhajjar, Haryana moulding components
10. Jhajjar Unit II: Plot No. P 14, Street No. 1, Sector Leased AC assembly, heat exchangers, sheet metal
3, Model Economic Township, Toe and Bid Dadri, components and system tubing
Jhajjar, Haryana
11. EVER Pune Unit I: GAT No. 161, Hissa No. 2, Owned PCBAs
Koregaon Bhima, Shirur, Pune, Maharashtra
12. PICL Faridabad Unit I: Plots No. 92 and 99, Urban Leased Electrical motors and/or its components
Estates, Sector 6, Faridabad, Haryana
13. PICL Faridabad Unit II: Plot No. 79, Sector 6, Leased Electrical motors and/or its components
Faridabad, Haryana
14. SIDWAL Faridabad Unit I: Plot No. 23, Sector 6, Owned HVAC solutions for mobility applications
Faridabad, Haryana such as railways, metro, defence, telecom
and bus segments
15. ILJIN UP Unit I: Plot No. 27 and 28, Udyog Kendra Leased PCBAs
Ecotech - III, Greater Noida, Industrial Development
Area, Gautam Buddha Nagar, Uttar Pradesh

Annual Report 2020-21 99

ANNEXURE - H (Contd.)

n). Disclosures with respect to demat suspense account/ s) Unclaimed Dividend

unclaimed suspense account. Due to COVID -19 pandemic, the Company has not
Details are given in Board Report forms part of this declared interim/final dividend in the financial year
Annual Report. 2020– 21. The Company has sent/will sent reminder
for interim/final dividend declared in the financial
o). Management Discussion and Analysis Report
year 2019 - 20 from time to time to the members to
Management Discussion and Analysis Report forms claim their dividends in order to avoid transfer of
part of this Annual Report. dividends/shares to Investor Education and Protection
p). Dividend Payment Date : Not Applicable. Fund (IEPF) Authority. Once the dividends/shares are
transferred to the IEPF Authority, Members will not be
q) Financial Results disclosure Calendar: financial year:
able to claim the same from the Company. However,
1 April 2020 to 31 March 2021
pursuant to the provisions of the Act and the Investor
For the financial year 2020 - 21 Results were Education and Protection Fund Authority (Accounting,
announced on Audit, Transfer and Refund) Rules, 2016, the Members
For the quarter ended 30 June 7 August 2020 can claim their dividends/shares transferred to IEPF,
2020 by making an application to the IEPF Authority through
For the quarter and half year ended 7 November 2020 Form IEPF-5 available on the website of the Authority
30 September 2020 www.iepf.gov.in.
For the quarter and nine months 30 January 2021 t) Nomination
ended 31 December 2020
Shareholders can file their nominations against
For the quarter and year ended 31 22 May 2021 shares held under physical mode as well as electronic
March 2021
mode. The facility of nomination is not available to
non-individual shareholders such as societies, trusts,
For financial year 2021 – 22 Results are likely
bodies corporate, karta of Hindu Undivided families and
to be announced
by (tentative holders of Powers of Attorney. The shareholders, who
and subject to are holding shares in physical form and wish to avail
change) this facility, may send prescribed Nomination Form SH-
For the quarter ended 30 June August 2021 13 duly filled and signed to RTA i.e. KFin Technologies
2021 (1st Week) Private Limited or email einward.ris@kfintech.com
or sent by post at Karvy Selenium Tower B, Plot 31-
For the quarter and half year November 2021
ended 30 September 2021 (1st week) 32, Gachibowli, Financial District, Nanakramguda,
Hyderabad – 500 032.
For the quarter and nine months February 2022
ended 31 December 2021 (1st week) The shareholders, who are holding shares in electronic
form are requested to submit their details to their
For the quarter and year ended 31 May 2022
March 2022 (2nd Week) respective DP.

r) Payment of Depository Fee: u) Outstanding GDRs/ADRs/Warrants or any Convertible

Instruments, Conversion Date & likely impact on
Annual Custody/Issuer fee for the financial year 2021 -
equity
22 has been paid to Central Depository Services (India)
Limited and National Securities Depository Limited Not Applicable
within the stipulated time. v) Cut off Date for e-voting
3 September 2021 has been fixed as the cut off date to
record entitlement of the shareholder to cast their vote
electronically in the forthcoming AGM.

100 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

IX. GENERAL BODY MEETINGS:

a). Annual General Body Meetings of the Company

Annual General Meetings (“AGM”) held during the past 3 years:
AGM Year Date Time Special Resolution passed
28th* 2017 - 18 17 11.00 A.M Following Special Resolution(s) was passed :
September 1. To consider the right of Ascent Investment Holdings Pte. Limited to
2018 appoint Nominee Director and Alteration of Articles of Association;
2. Authorisation to Board under Section 180(1)(c) & 180 (1) (a) of the
Companies Act, 2013;
29th@ 2018 -19 23 August 11:00 A.M. Following Special Resolution(s) was passed :
2019 1. Re-appointment of Dr. Girish Kumar Ahuja (DIN: 00446339) as an
Independent Director of the Company;
2. Re-appointment of Ms. Sudha Pillai (DIN: 02263950) as an
Independent Director of the Company;
3. Re-appointment of Mr. Satwinder Singh (DIN: 00164903) as an
Independent Director of the Company;
4. Approval of Inter-corporate loans, Investments, Guarantee or security
and acquisition;
5. Approval under Section 185 of Companies Act, 2013.
30th# 2019 - 20 4 12:00 Following Special Resolution was passed :
September Noon 1. Raising of funds upto ` 500 Crore through issue of securities
2020
Note : *Meeting was held at C-1, Phase – II, Focal Point, Rajpura Town- 140 401, Punjab.
@ Meeting was held at Eagle Motel, Grand Trunk Road, Rajpura, Punjab 140401
# Meeting was held through Video Conference
No Extraordinary General Meeting were held during the financial year 2020 – 21.

c) Postal Ballot: Following special resolution(s) were our policies are:

passed through postal ballot during the financial year i) Combined Code of Corporate Governance and
2020 – 21: Conduct;
1. Ratification of “Amber Enterprises India Limited - ii) Code of conduct for insider trading and fair
Employee Stock Option Plan 2017”; disclosure of unpublised price sensitive
2. Approval for increasing total number of employee information;
stock options reserved under “Amber Enterprises iii) Corporate Social Responsibility Policy;
India Limited - Employee Stock Option Plan 2017”;
iv) Policy on Materiality of and dealing with Related
3. Grant of stock options to the employees of Party Transactions;
Subsidiary Companies (“Subsidiaries”) under
v) Vigil Mechanism & Whistle Blower Policy;
“Amber Enterprises India Limited - Employee
vi) Nomination & Remuneration Policy;
Stock Option Plan 2017”
vii) Preservation of Documents Policy;
Further, no special resolution is proposed to be
conducted through Postal ballot, as on date of this viii) Website Content Archival Policy;
Report. ix) Policy for Determining Material Subsidiary;
x) Materiality of Events policy;
X. OTHER DISCLOSURES
xii) Familiarisation Program for Independent
Corporate Ethics Directors;
As a responsible corporate citizen, the Company xiii) Policy on Board Diversity and Succession
consciously follows corporate ethics in both business Planning;
and corporate interactions. The Company has framed
The Company has also placed the policies on its
various codes and policies, which act as guiding
website as per the statutory provisions.
principles for carrying business in ethical way. Some of

Annual Report 2020-21 101

ANNEXURE - H (Contd.)
COMPLIANCE STATUS WITH MANDATORY AND DISCRETIONARY REQUIREMENTS OF PROVISIONS OF LISTING
REGULATIONS

Details of compliance with mandatory requirements and adoption of the non-mandatory requirements
The Company has complied with all the mandatory requirements of Corporate Governance as per SEBI (LODR) Regulations
and is in the process of implementing the non-mandatory requirements.

Non-compliance of any requirements of Corporate Governance report of sub-paras (2) to (10) of Schedule V :
The Company has complied with the requirement of Corporate Governance report of sub-paras (2) to (10) of Schedule V of
the SEBI (LODR) Regulations.

The disclosures of the compliance with Corporate Governance requirements specified in Regulation 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of regulation 46 of SEBI (LODR) Regulations, are as follows :

Regulations Particulars of Regulations Compliance Status

Yes/No
17(1) Board composition Yes
17(2) Meeting of Board of Directors Yes
17(3) Review of Compliance Reports Yes
17(4) Plans for orderly succession for appointments Yes
17(5) Code of Conduct Yes
17(6) Fees/compensation Yes
17(7) Minimum Information Yes
17(8) Compliance Certificate Yes
17(9) Risk Assessment & Management Yes
17(10), (11) Performance Evaluation of Independent Directors Yes
17A (1), (2) Maximum number of Directorships Yes
18(1) Composition of Audit Committee Yes
18(2) Meeting of Audit Committee Yes
18(3) Role of the Audit Committee and the Information to be reviewed by the Yes
Audit Committee
19(1), (2), (3) & (4) Nomination and Remuneration Committee Yes
20(1), (2), (2A), (3) Stakeholder Relationship Committee Yes
,(3A) & (4)
21(1),(2),(3), (3A) (4) Composition and role of risk management committee Yes
22(1) & (2) Vigil Mechanism Policy Yes
23(1), (1A) Related party transaction Yes
(5),(6),(7),(8),(9)
23(2), (3) Prior or Omnibus approval of Audit Committee for all related party Yes
transactions
23(4) Approval for material related party transactions Yes
24(1) Composition of Board of Directors of unlisted material subsidiary Yes
24 (1), (2),(3),(4),(5) Other Corporate Governance requirements with respect to subsidiary of Yes
& (6) listed entity

24(A) Secretarial Audit Yes

25(1) & (2) Maximum Directorship & Tenure Yes

102 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - H (Contd.)

Regulations Particulars of Regulations Compliance Status

Yes/No
25(3) & (4) Meeting of Independent Directors Yes
25(7) Familiarisation of independent directors Yes
25(8) Submission of Declaration of Independence by Independent Directors Yes
26(1) Memberships & Chairmanship in Committees Yes
26(3) Affirmation with compliance to code of conduct from members of Board Yes
of Directors and Senior management personnel
26(4) Disclosure of Shareholding by Non - Executive Directors Yes
26(2) & 26(5) Policy with respect to obligations of directors and senior management Yes
27(1) & (2) Other Corporate Governance Requirements Yes
46(2) (a) to (s) Disclosure on the website of the Company Yes

Certificate on Corporate Governance b) As the quarterly and half yearly financial performance
As required by Schedule V of the SEBI (LODR) Regulation, the along with significant events are published in the
Certificate on Corporate Governance issued by Practicing newspapers and are also posted on the Company’s
Company Secretary is annexed to the Board’s report. website, the same are not being sent to the
shareholders.
Discretionary requirements
c) No modified opinion has been expressed on the
The status of compliance with discretionary financial statements for the year ended 31 March 2021
recommendations of the Regulation 27 of the Listing by the Statutory Auditors of the Company.
Regulations, with Stock Exchanges is provided below :
d) The Company has appointed separate persons on the
a) The Chairperson/Chief Executive Officer and Managing posts of Chairperson and Managing Director.
Director of the Company are entitled to seek any advice
e) The Internal Auditor of the Company attends the
and consultancy in relation to the performance of his
meeting of the Audit Committee on regular basis and
duties and is also entitled to claim reimbursement of
provides its report directly to the Audit Committee.
the expenses incurred in this regard and other office
facilities.

Declaration by Chairman and Chief Executive Officer (Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)
This is to certify that the Company has laid down a Code of Conduct (the Code) for all Board Members and Senior Management
Personnel of the Company and a copy of the Code is uploaded on the Company’s website viz. www.ambergroupindia.com.
It is further confirmed that all the Directors and the Senior Management Personnel have affirmed compliance with the Code for
the financial year ended 31 March 2021.

For and on behalf of the Board of Directors

For Amber Enterprises India Limited

Jasbir Singh
Place : Gurugram Chairman & CEO and Director
Date : 22 May 2021 DIN : 00259632

Annual Report 2020-21 103

Retail Shareholder Correspondence may be addressed to: Depository for equity shares
Ms. Konica Yadav National Securities Depository Limited
Company Secretary and Compliance Officer Trade World, ‘A’ Wing, 4th Floor
Universal Trade Tower, 1st Floor, Sector 49, Sohna Road Kamala Mills Compound Senapati Bapat Marg,
Gurugram – 122 018, Haryana Lower Parel, Mumbai 400 013, India
E-mail: infoamber@ambergroupindia.com Tel : 91 22 2499 4200 Fax : 91 22 2497 6351
Or
Central Depository Services (India) Limited
KFin Technologies Private Limited
Phiroze Jeejeebhoy Towers, 17th Floor
Karvy Selenium Tower B, Plot No. 31 & 32, Gachibowli,
Dalal Street, Fort, Mumbai 400 001, India
Financial District, Nanakramguda,
Tel : 91 22 2302 3333 Fax : 91 22 2272 3199
Serilingampally, Hyderabad – 500 032
Addresses of stock exchanges
Tel. : 040-2342 0818, 6716 2222
BSE Limited
Fax: 040-2342 0814, 2300 1153; Toll Free No: 1-800-309-
4001 Phiroze Jeejeebhoy Towers
E-mail: einward.ris@kfinteh.com Dalal Street, Kala Ghoda, Mumbai 400 001, India
Website: www.kfintech.com Tel : 91 22 2272 1233 Fax : 91 22 2272 1919

Contact person National Stock Exchange of India Limited

Mr. G Vasanth Rao Chowdari Exchange Plaza, Plot No. C / 1, G Block
Manager - Corporate Registry Tel : +91 040 67161527 Bandra Kurla Complex
Email : vasanth.g@kfintech.com Bandra (East), Mumbai 400 051, India
Tel : 91 22 2659 8100 Fax : 91 22 2659 8120
Queries relating to the financial statements of the
Company may be addressed to:
Mr. Sudhir Goyal
Chief Financial Officer
Universal Trade Tower, 1st Floor, Sector 49, Sohna Road
Gurugram – 122 018, Haryana
E-mail: sudhirgoyal@ambergroupindia.com

104 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

CEO ANd CFO CErTIfICATION

To
The Board of Directors
Amber Enterprises India Limited

Sub : Compliance Certificate in terms of Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended
We the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Amber Enterprises
India Limited (“the Company”) to the best of our knowledge and belief certify that :
A. We have reviewed financial statements and the cash flow statement of Amber Enterprises India Limited (standalone and
consolidated) for the financial year ended 31 March 2021 and that to the best of our knowledge and belief we state that :
(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(2) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. We further state that to the best of our knowledge and belief, there are no transactions entered into by the Company
during financial year ended 31 March 2021 which are fraudulent, illegal or violative of the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting of the Company and have
disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any,
of which we are aware and the steps which we have taken or proposed to take to rectify these deficiencies.
D. We have indicated, based in our most recent evaluation, wherever applicable, to the auditors and the Audit committee:
(1) Significant changes, if any, in internal control over financial reporting during the year ended 31 March, 2021;
(2) Significant changes, if any, in the accounting policies during the year ended 31 March 2021 and that the same have
been disclosed in the notes to the financial statements; and
(3) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having significant role in the Company’s internal control system over financial reporting.

For Amber Enterprises India Limited

Place: Gurugram (Jasbir Singh) (Sudhir Goyal)

Date: 22 May 2021 Chairman & CEO and Director Chief Financial Officer

Annual Report 2020-21 105

To
The Members
Amber Enterprises India Limited

Compliance Certificate from Practicing Company Secretary Regarding Compliance of Conditions of Corporate Governance
under SEBI Listing Regulations
We have examined the compliance of conditions of Corporate Governance by Amber Enterprises India Limited (“the Company”),
for the financial year ended 31 March 2021 as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation
46(2) and Para C, D and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“SEBI (LODR) Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of
the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has substantially complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses
(b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the SEBI (LODR) Regulations, the compliances of which needs
to be further strengthened.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

Sd/-
(Amit Chaturvedi)
Amit Chaturvedi & Associates
Company Secretaries in whole time practice
Date – 22 May 2021 Memb. No. F10342
Place – Delhi COP No.14332

106 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

CErTIfICATE frOm COmpANY SECrETArY IN PrACTICE

certificate
(Pursuant to clause 10 of Part C of Schedule V of LODR)

To
The Members
Amber Enterprises India Limited

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Amber
Enterprises India Limited (CIN: L28910P81990PLC010265) and having registered office at C-1, Phase II, Focal Point, Rajpura
Town – 140 401, Punjab (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub clause 10(i) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and
its officers, we hereby certify that none of the Directors on the Board of the Company for the financial year ended 31 March
2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.

Sd/-
Amit Chaturvedi
Amit Chaturvedi & Associates
Company Secretaries
Place : New Delhi Membership No. A28556
Date : 22 May 2021 COP- 14332

Annual Report 2020-21 107

ANNEXURE - J

Form No. MGT- 9

EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31 March 2021
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

i) CIN : L28910PB1990PLC010265
ii) Registration Date : 2 April 1990
iii) Name of the Company : Amber Enterprises India Limited
iv) Category/Sub Category of Company : Company Limited by Shares
v) Address of the Registered Office and : C – 1, Phase – II, Focal Point, Rajpura Town – 140 401, Punjab
Contacts Details Tel : 01762 - 232126
Fax : 01762 - 232127
Email: info@ambergroupindia.com
Website:- www.ambergroupindia.com
vi) Whether Listed Company : Yes / No
vii) Name, Address and Contact details of : KFin Technologies Private Limited
Registrar and Transfer Agent, if any Registered Office : Karvy Selenium, Tower B, Plot No - 31 & 32, Financial
District, Nanakramguda, Serilingampally Hyderabad Rangareddi,
Telangana - 500032
Contact Details : einward.ris@kfintech.com
T : 040 - 67161527
Fax No. : 040 - 23420814

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-
Sl. Name and Description of main NIC Code of the Product/ service % to total turnover of the Company
No. products / services
i) Air Conditioners and Its Components 28192 88%*
* Standalone basis

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable
No. Subsidiary/ held Section
Associate
i) PICL (India) Private Limited U74899DL1994PTC061471 Wholly Owned 100% Section 2(87)
Registered Office: Second Floor, Subsidiary
Khasra No. 367 Village Ghitorni, South
West, Delhi – 110 030
ii) Appserve Appliance Private Limited U29308PB2017PTC047239 Wholly Owned 100% Section 2(87)
Registered Office: C- 2, Phase II Focal Subsidiary
Point Rajpura Patiala 140401, Punjab
iii) IL JIN Electronics (India) Private U31909DL2001PTC112387 Subsidiary 70% Section 2(87)
Limited
Registered Office :
F. No. 5, 109/2A Buddha Appartments
C C Colony, New Delhi 110007

108 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable
No. Subsidiary/ held Section
Associate
iv) Ever Electronics Private Limited U32109PN2004PTC136895 Subsidiary 70% Section 2(87)
Registered Office: Gat No. 161/2,
Pimple Jagtap Road, Village -
Koregoan Bhima, Tal-Shirur, Dist -
Pune 412 216, Maharashtra
v) Sidwal Refrigeration Industries Private U74899DL1965PTC008575 Wholly Owned 100% Section 2(87)
Limited Subsidiary
Registered Office: 108-A, Madangir,
Behind Pushp Vihar, DDA Local
Shopping Complex, New Delhi -
110062

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category – Wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
(As on 01.04.2020) (As on 31.03.2021) during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares

A. Promoters

(1) Indian

a) Individual/HUF 1,31,33,370 - 1,31,33,370 41.77% 1,31,33,370 - 1,31,33,370 38.98% -2.79%

b) Central Govt - - - - - - - - -

c) State Govt(s) - - - - - - - - -

d) Bodies Corp - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any Other - - - - - - - - -

Sub – Total (A) (1): 1,31,33,370 - 1,31,33,370 41.77% 1,31,33,370 - 1,31,33,370 38.98% -2.79%

(2) Foreign

a) NRIs - Individuals - - - - - - - - -

b) Other - Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks/FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

Sub – Total (A) (2):- - - - - - - - - -

Total Shareholding of Promoter (A) 1,31,33,370 - 1,31,33,370 41.77% 1,31,33,370 - 1,31,33,370 38.98% -2.79%
= (A)(1) + (A)(2)

B. Public Shareholding

1. Institutions

a) Mutual Funds 22,71,017 - 22,71,017 7.22% 25,69,286 - 25,69,286 7.63% +0.41%

b) Banks/ FI 6,458 - 6,458 0.02% 102 - 102 0.00% - 0.02%

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub – Total (B) (1):- 22,77,475 - 22,77,475 7.24% 25,69,388 25,69,388 7.63% +0.39%

Annual Report 2020-21 109

ANNEXURE - J (Contd.)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
(As on 01.04.2020) (As on 31.03.2021) during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares

2. Non - Institutions

a) Bodies Corp

i) Indian 6,38,551 - 6,38,551 2.03% 3,24,643 3,24,643 0.96% -1.07%

ii) Overseas 65,77,639 - 65,77,639 20.92% 32,88,820 - 32,88,820 9.76% -11.16%

b) Individuals

i) Individual shareholders holding 13,95,268 5 13,95,273 4.44% 1,69,3869 5 16,93,874 5.02% +0.58%
nominal share capital upto ` 1
Lakh

ii) Individual Shareholders holding 4,99,602 - 4,99,602 1.59% 10,13, 915 10,13,915 3.01% +1.42%
nominal share capital in excess
of ` 1 Lakh

iii) Others (specify) 69,24,630 69,24,630 22.02% 1,16,69,721 1,16,69,721 34.63% +4.36%

Alternative Investment Fund 11,204 - 11,204 0.04% 96,016 96,016 0.28% +0.24%

Clearing Members 16,061 - 16,061 0.05% 66,348 66,348 0.20% +0.15%

Employees 1,11,423 - 1,11,423 0.35% 1,10,706 1,10,706 0.33% -0.02%

Foreign Portfolio Investors 38,85,769 - 38,85,769 12.36% 94,53,301 94,53,301 28.06% +12.36%

HUF 34,823 - 34,823 0.11% 58,035 58,035 0.17% -0.13%

NBFC 500 - 500 0.00% - - - -0.00%

Non Resident Indians 88,945 - 88,945 0.28% 1,62,508 1,62,508 0.48% +0.20%

NRI Non –Repatriation 25,285 - 25,285 0.08% 38,211 - 38,211 0.11% +0.03%

Promoter Group 7,08,867 - 7,08,867 2.25% 4,33,867 - 4,33,867 1.29% -0.96

Trusts 10,83,633 - 10,83,633 3.45% 27,115 - 27,115 0.08% -3.37%

Qualified Institutional Buyer 9,58,120 - 9,58,120 3.05% 12,23,614 - 12,23,614 3.63% +0.58%

Sub –Total (B) (2):- 1,60,35,690 5 1,60,35,695 52.56% 1,79,90,968 5 1,79,90,973 53.39% +0.83

Total Public Shareholding (B)= (B) 1,83,13,165 5 1,83,13,170 59.83% 2,05,60,356 5 2,05,60,361 61.02% +1.19
(1) + (B)(2)

C. S
 hares held by Custodian for - - - - - - - - -
GDRs & ADRs

Grand Total (A+B+C) 3,14,46,535 5 3,14,46,540 100.00% 3,36,93,726 5 3,36,93,731 100.00% -

(ii) Shareholding of Promoters :

Sl. Shareholder’s Name Shareholding at the beginning of the *Shareholding at the end of the % change
No. year (As on 01.04.2020) year (As on 31.03.2021) in share
holding
No. of % of total % of Share No. of % of total % of Share
during the
Shares Shares Pledged/ Shares Shares Pledged/
year
of the encumbered of the encumbered
Company to total Company to total
shares shares
1. Mr. Jasbir Singh 70,59,165 22.45% 0% 70,59,165 20.95% 0% -1.50%
2. Mr. Daljit Singh 60,74,205 19.32% 0% 60,74,205 18.03% 0% -1.29%l
Total 1,31,33,370 41.77% 0% 1,31,33,370 38.98% 0% -2.79%

110 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

iii) Change in Promoters’ Shareholding (please specify, if there is no change) :

Mr. Jasbir Singh

Sl. Shareholding at the beginning of the Cumulative Shareholding during the year
No. year (As on 01.04.2020) (01.04.2020 to 31.03.2021)
No. of Shares % of total shares of No. of Shares % of total shares of
the Company the Company
1 At the beginning of the 70,59,165 22.45% 70,59,165 20.95%
year (As on 01.04.2020)
Date wise Increase / During the financial year 2020 - 21 under review, the Company has issued and allotted
Decrease in Promoters 2,247,191 equity shares at a price of ` 1,780 per equity share (including a premium of
Shareholding during
` 1,770 per equity share) constituting a discount of 1.04% i.e. ` 18.72 per equity share
the year specifying thewhich is not more than 5% to the floor price of ` 1,798.72 per equity share in the qualified
reasons for increase / institutions placement (the “QIP”) under Chapter VI of the Securities and Exchange
decrease (e.g. allotment
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
/ transfer / bonus/ sweat
amended and Section 42 and Section 62, along with other applicable provisions, of the
equity etc.): Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of
Securities) Rules, 2014. Hence, due to increase in paid up share capital of the Company,
the shareholding % reduced from 22.45% to 20.95%.
At the end of the year 70,59,165 22.45% 70,59,165 20.95%
(As on 31.03.2021)
Mr. Daljit Singh
Sl. Shareholding at the beginning of the Cumulative Shareholding during the year
No. year (As on 01.04.2020) (01.04.2020 to 31.03.2021)
No. of Shares % of total shares of No. of Shares % of total shares of
the Company the Company
2 At the beginning of the 60,74,205 19.32% 60,74,205 18.03%
year (As on 01.04.2020)
Date wise Increase / During the financial year 2020 - 21 under review, the Company has issued and allotted
Decrease in Promoters 2,247,191 equity shares at a price of ` 1,780 per equity share (including a premium of
Shareholding ` 1,770 per equity share) constituting a discount of 1.04% i.e. ` 18.72 per equity share
during
the year specifying thewhich is not more than 5% to the floor price of ` 1,798.72 per equity share in the qualified
reasons for increase / institutions placement (the “QIP”) under Chapter VI of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
decrease (e.g. allotment
/ transfer / bonus/ sweat
amended and Section 42 and Section 62, along with other applicable provisions, of the
equity etc): Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of
Securities) Rules, 2014. Hence, due to increase in paid up share capital of the Company,
the shareholding % reduced from 19.32% to 18.03%.
At the End of the year 60,74,205 19.32% 60,74,205 18.03%
(As on 31.03.2021)
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) :
Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
1 ASCENT INVESTMENT HOLDINGS PTE LTD.
At the beginning of the year 01.04.2020 65,77,639 20.92% - 65,77,639 20.92%
Date wise Increase / Decrease in 11.09.2020 65,77,639 20.92% -32,88,819 32,88,820 10.46%
Promoters Share holding during (Sold in market )
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
At the End of the year (or on the date of 31.03.2021 32,88,820 10.46% - 32,88,820 9.76%
separation, if separated during the year

Annual Report 2020-21 111

ANNEXURE - J (Contd.)

Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
2 EDELWEISS ALTERNATIVE INVESTMENT OPPORTUNITIES TRUST - EDELWEISS CROSSOVER OPPORTUNITIES FUND
At the beginning of the year 01.04.2020 10,61,419 3.38% 10,61,419 3.38%
*Date wise Increase / Decrease in 05.06.2020 10,61,419 3.38% - 71,727 9,89,692 3.15%
Promoters Share holding during (Sold in market)
the year specifying the reasons for 12.06.2020 9,89,692 3.15% -11,022 9,78,670 3.11%
increase / decrease (e.g. Allotment / (Sold in market)
transfer/ bonus/ sweat equity etc): 19.06.2020 9,78,670 3.11% -81,500 8,97,170 2.85%
(Sold in market)
26.06.2020 8,97,170 2.85% -8,912 8,88,258 2.82%
(Sold in market)
10.07.2020 8,88,258 2.82% -5,127 8,83,131 2.81%
(Sold in market)
17.07.2020 8,83,131 2.81% -14,535 8,68,596 2.76%
(Sold in market)
24.07.2020 8,68,596 2.76% -39,376 8,29,220 2.64%
(Sold in market)
31.07.2020 8,29,220 2.64% -52,449 7,76,771 2.47%
(Sold in market)
07.08.2020 7,76,771 2.47% -1,39,733 6,37,038 2.03%
(Sold in market)
14.08.2020 6,37,038 2.03% -12,500 6,24,538 1.99%
(Sold in market)
21.08.2020 6,24,538 1.99% -68,770 5,55,768 1.77%
(Sold in market)
28.08.2020 5,55,768 1.77% -21,000 5,34,768 1.70%
(Sold in market)
04.09.2020 5,34,768 1.70% -46,024 4,88,744 1.55%
(Sold in market)
11.09.2020 4,88,744 1.55% -67,048 4,21,696 1.34%
(Sold in market)
18.09.2020 4,21,696 1.34% -24,455 3,97,241 1.18%
(Sold in market)
25.09.2020 3,97,241 1.18% -3,695 3,93,546 1.17%
(Sold in market)
30.09.2020 3,93,546 1.17% -1,200 3,92,346 1.16%
(Sold in market)
09.10.2020 3,92,346 1.16% -11,200 3,81,146 1.13%
(Sold in market)
16.10.2020 3,81,146 1.13% -17,114 3,64,032 1.08%
(Sold in market)
23.10.2020 3,64,032 1.08% -21,150 3,42,882 1.08%
(Sold in market)
06.11.2020 3,42,882 1.08% -12,781 3,30,101 0.98%
(Sold in market)
13.11.2020 3,30,101 0.98% -8,000 3,22,101 0.96%
(Sold in market)
20.11.2020 3,22,101 0.96% -6,819 3,15,282 0.94%
(Sold in market)
27.11.2020 3,15,282 0.94% -58,861 2,56,421 0.76%
(Sold in market)

112 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
04.12.2020 2,56,421 0.76% -5,949 2,50,472 0.74%
(Sold in market)
11.12.2020 2,50,472 0.74% -1,135 2,49,337 0.74%
(Sold in market)
18.12.2020 2,49,337 0.74% -70,674 1,78,663 0.53%
(Sold in market)
08.01.2021 1,78,663 0.53% -58,022 1,20,641 0.36%
(Sold in market)
15.01.2021 1,20,641 0.36% -11,708 1,08,933 0.32%
(Sold in market)
22.01.2021 1,08,933 0.32% -34,919 74,014 0.22%
(Sold in market)
29.01.2021 74,014 0.22% -45,000 29,014 0.09%
(Sold in market)
05.02.2021 29,014 0.09% -29,014 0 0.00%
(Sold in market)
At the End of the year (or on the date of 31.03.2021 - - - 0 0.00%
separation, if separated during the year
3. GOLDMAN SACHS FUNDS - GOLDMAN SACHS EMERGING MARKETS EQUITY PORTFOLIO
At the beginning of the year 01.04.2020 6,83,316 2.17% - 6,83,316 2.17%
*Date wise Increase / Decrease in 26.06.2020 6,83,316 2.17% -2,143 6,81,173 2.17%
Promoters Share holding during (Sold in Market)
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
30.06.2020 6,81,173 2.17% -7,264 6,73,909 2.14%
(Sold in Market)
03.07.2020 6,73,909 2.14% 78,024 5,95,885 1.89%
(Sold in Market)
10.07.2020 5,95,885 1.89% -5,895 5,89,990 1.88%
(Sold in Market)
18.09.2020 5,89,990 1.88% +1,55,663 7,45,653 2.21%
(Purchased from
market)
30.10.2020 7,45,653 2.21% -26,981 7,18,672 2.13%
(Sold in Market)
At the End of the year (or on the date of 31.03.2021 7,01,286 2.08% - 7,01,286 2.08%
separation, if separated during the year

Annual Report 2020-21 113

ANNEXURE - J (Contd.)

Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
4. ABU DHABI INVESTMENT AUTHORITY - BEHAVE
At the beginning of the year 01.04.2020 6,70,000 2.13% - 6,70,000 2.13%
*Date wise Increase / Decrease in 24.07.2020 6,70,000 2.13% -23,062 6,46,938 2.06%
Promoters Share holding during (Sold in Market)
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
31.07.2020 6,46,938 2.06% -20,638 6,26,300 1.99%
(Sold in Market)

18.12.2020 6,26,300 1.99% -67,000 5,59,300 1.66%

(Sold in Market)
15.01.2021 5,59,300 1.66% -9,592 5,49,708 1.63%
(Sold in Market)
22.01.2021 5,49,708 1.63% -59,808 4,89,900 1.45%
(Sold in Market)
29.01.2021 4,89,900 1.45% -42,200 4,47,700 1.33%
(Sold in Market)
26.02.2021 4,47,700 1.33% -19,600 42,81,00 1.27%
(Sold in Market)
At the End of the year (or on the date of 31.03.2021 42,81,00 1.27% - 42,81,00 1.27%
separation, if separated during the year
5. ICICI Prudential Life Insurance Company Limited
At the beginning of the year 01.04.2020 6,68,283 2.13% - 6,68,283 2.13%
*Date wise Increase / Decrease in 03.04.2020 6,68,283 2.13% -8,807 6,59,476 2.10%
Promoters Share holding during (Sold in Market)
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
17.04.2020 6,59,476 2.10% +18,986 6,78,462 2.16%
(Purchased from
market)
08.05.2020 6,78,462 2.16% -551 6,77,911 2.16%
(Sold in Market)
22.05.2020 6,77,911 2.16% -2,000 6,75,911 2.15%
(Sold in Market)
05.06.2020 6,75,911 2.15% -1,000 6,74,911 2.15%
(Sold in Market)
19.06.2020 6,74,911 2.15% -1,000 6,73,911 2.14%
(Sold in Market)
26.06.2020 6,73,911 2.14% +946 6,74,857 2.15%
(Purchased from
market)
24.07.2020 6,74,857 2.15% -4,500 6,70,357 2.13%
(Sold in Market)
07.08.2020 6,70,357 2.13% +25,043 6,95,400 2.21%
(Purchased from
market)
14.08.2020 6,95,400 2.21% -19,330 6,76,070 2.15%
(Sold in Market)

114 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
21.08.2020 6,76,070 2.15% -4,323 6,71,747 2.14%
(Sold in Market)
28.08.2020 6,71,747 2.14% -38,833 6,32,914 2.01%
(Sold in Market)
11.09.2020 6,32,914 2.01% -10,523 6,22,391 1.98%
(Sold in Market)
18.09.2020 6,22,391 1.98% +3,49,876 97,22,67 2.89%
(Purchased from
market)
25.09.2020 97,22,67 2.89% -8,091 964176 2.86%
(Sold in Market)
30.09.2020 964176 2.86% -21,820 9,42,356 2.80%
(Sold in Market)
02.10.2020 9,42,356 2.80% -120 9,42,236 2.80%
(Sold in Market)
16.10.2020 9,42,236 2.80% -38,209 9,04,027 2.68%
(Sold in Market)
23.10.2020 9,04,027 2.68% -82,928 8,21,099 2.44%
(Sold in Market)
06.11.2020 8,21,099 2.44% -18,855 8,02,244 2.38%
(Sold in Market)
13.11.2020 8,02,244 2.38% +22,318 8,24,562 2.45%
(Purchased from
market)
20.11.2020 8,24,562 2.45% -1,602 8,22,960 2.44%
(Sold in Market)
27.11.2020 8,22,960 2.44% +3,854 8,26,814 2.45%
(Purchased from
market)
04.12.2020 8,26,814 2.45% +17,015 8,43,829 2.50%
(Purchased from
market)
11.12.2020 8,43,829 2.50% -20,225 8,23,604 2.44%
(Sold in Market)
18.12.2020 823604 2.44% -733 8,22,871 2.44%
(Sold in Market)
25.12.2020 8,22,871 2.44% -1,826 8,21,045 2.44%
(Sold in Market)
31.12.2020 8,21,045 2.44% -16,790 8,04,255 2.39%
(Sold in Market)
01.01.2021 8,04,255 2.39% -549 8,03,706 2.39%
(Sold in Market)
15.01.2021 8,03,706 2.39% -16,195 7,87,511 2.34%
(Sold in Market)
29.01.2021 7,87,511 2.34% -60,947 7,26,564 2.16%
(Sold in Market)
05.02.2021 7,26,564 2.16% -33,678 6,92,886 2.06%
(Sold in Market)
19.02.2021 6,92,886 2.06% -15,498 6,77,388 2.01%
(Sold in Market)

Annual Report 2020-21 115

ANNEXURE - J (Contd.)

Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
26.02.2021 677388 2.01% -39,500 6,37,888 1.89%
(Sold in Market)
05.03.2021 6,37,888 1.89% +7,400 6,45,288 1.92%
(Purchased from
market)
12.03.2021 6,45,288 1.92% -51 6,45,237 1.92%
(Sold in Market)
At the End of the year (or on the date of 31.03.2021 6,45,237 1.92% - 6,45,237 1.92%
separation, if separated during the year
6. ICICI PRUDENTIAL LONG TERM EQUITY FUND TAX SAVINGS
At the beginning of the year 01.04.2020 5,22,152 1.66% 5,22,152 1.66%
*Date wise Increase / Decrease in 03.04.2020 5,22,152 1.66% -49,150 4,73,002 1.50%
Promoters Share holding during (Sold in Market)
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
10.04.2020 4,73,002 1.50% -1,445 4,71,557 1.50%
(Sold in Market)
17.04.2020 4,71,557 1.50% +3 4,71,560 1.50%
(Purchased from
market)
24.04.2020 4,71,560 1.50% -3,53,721 1,17,839 0.37%
(Sold in Market)
01.05.2020 1,17,839 0.37% -7,400 1,10,439 0.35%
(Sold in Market)
08.05.2020 1,10,439 0.35% -33,749 76,690 0.24%
(Sold in Market)
15.05.2020 76,690 0.24% -30,270 46,420 0.15%
(Sold in Market)
22.05.2020 46,420 0.15% -46,334 86 0.00%
(Sold in Market)
29.05.2020 86 0.00% +3 89 0.00%
(Purchased from
market)
26.06.2020 89 0.00% -9 80 0.00%
(Sold in Market)
10.07.2020 80 0.00% -9 71 0.00%
(Sold in Market)
17.07.2020 71 0.00% -3 68 0.00%
(Sold in Market)
24.07.2020 68 0.00% -3 65 0.00%
(Sold in Market)
07.08.2020 65 0.00% -9 56 0.00%
(Sold in Market)
23.10.2020 54 0.00% -2 54 0.00%
(Sold in Market)
13.11.2020 52 0.00% -2 52 0.00%
(Sold from market)
27.11.2020 52 0.00% +2 54 0.00%
(Purchased from
market)

116 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
25.12.2020 54 0.00% +34 88 0.00%
(Purchased from
market)
31.03.2021 88 0.00% +4 92 0.00%
(Purchased from
market)
At the End of the year (or on the date of 31.03.2021 92 0.00% 92 0.00%
separation, if separated during the year
7. KOTAK FUNDS - INDIA MIDCAP FUND
At the beginning of the year 01.04.2020 508598 1.62% 5,08,598 1.62%
Date wise Increase / Decrease in 19.06.2020 5,08,598 1.62% -11,987 4,96,611 1.58%
Promoters Share holding during (Sold in market)
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
26.06.2020 4,96,611 1.58% -37,964 4,58,647 1.46%
(Sold in market)
10.07.2020 4,58,647 1.46% -957 4,57,690 1.46%
(Sold in market)
26.02.2021 4,57,690 1.46% -9,178 4,48,512 1.33%
(Sold in market)
12.03.2021 4,48,512 1.33% -25,000 4,23,512 1.26%
(Sold in market)
At the End of the year (or on the date of 31.03.2021 4,23,512 1.26% 4,23,512 1.26%
separation, if separated during the year
8. GOLDMAN SACHS INDIA LIMITED
At the beginning of the year 01.04.2020 5,02,778 1.60% - 5,02,778 1.60%
*Date wise Increase / Decrease in 03.04.2020 5,02,778 1.60% -86,032 4,16,746 1.33%
Promoters Share holding during (Sold in market)
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
31.07.2020 4,16,746 1.33% -11,278 4,05,468 1.29%
(Sold in market)
02.10.2020 4,05,468 1.29% -22,565 3,82,903 1.14%
(Sold in market)
23.10.2020 3,82,903 1.14% -44,773 3,38,130 1.00%
(Sold in market)
06.11.2020 3,38,130 1.00% -7,209 3,30,921 0.98%
(Sold in market)
15.01.2021 3,30,921 0.98% -26,621 304300 0.90%
(Sold in market)
At the End of the year (or on the date of 31.03.2021 304300 0.90% - 304300 0.90%
separation, if separated during the year

Annual Report 2020-21 117

ANNEXURE - J (Contd.)

Sl. For Each of the Top 10 Shareholders Date Shareholding at the Increase / Cumulative
No. beginning of the Decrease in Share Shareholding during
year holding the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
9. AKASH BHANSHALI
At the beginning of the year 01.04.2020 4,99,602 1.59% - 4,99,602 1.59%
*Date wise Increase / Decrease in 04.09.2020 4,99,602 1.59% -642 4,98,960 1.59%
Promoters Share holding during (Sold in market)
the year specifying the reasons for
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
11.09.2020 498960 1.59% -5,041 4,93,919 1.59%
(Sold in market)
25.09.2020 4,93,919 1.59% +5,683 4,99,602 1.57%
(Purchased
from market)
At the End of the year (or on the date of 31.03.2021 4,99,602 1.57% - 4,99,602 1.57%
separation, if separated during the year
10. L&T MUTUAL FUND TRUSTEE LIMITED-L&T EMERGING BUSINESSES FUND
At the beginning of the year 01.04.2020 4,59,500 1.46% - 4,59,500 1.46%
*Date wise Increase / Decrease in 10.04.2020 4,59,500 1.46% +1,525 4,61,025 1.47%
Promoters Share holding during (Purchased from
the year specifying the reasons for market)
increase / decrease (e.g. Allotment /
transfer/ bonus/ sweat equity etc.):
18.09.2020 4,61,025 1.47% +27,675 4,88,700 1.45%
(Purchased from
market)
23.10.2020 4,88,700 1.45% -64,294 4,24,406 1.26%
(Sold in market)
13.11.2020 4,24,406 1.26% -23,406 4,01,000 1.19%
(Sold in market)
22.01.2021 4,01,000 1.19% -14,208 3,86,792 1.15%
(Sold in market)
26.02.2021 3,86,792 1.15% -5,500 3,81,292 1.13%
(Sold in market)
31.03.2021 3,81,292 1.13% -11,789 3,69,503 1.10%
(Sold in market)
At the End of the year (or on the date of 31.03.2021 3,69,503 1.10% 3,69,503 1.10%
separation, if separated during the year
*Date wise Increase / Decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. Allotment
/ transfer/ bonus / sweat equity etc.) have been stated as per weekly benpos.

118 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

(v) Shareholding of Directors and Key Managerial Personnel :

Sl. For Each of the Directors and KMP Date of Shareholding at the Increase / Decrease Cumulative
No. Transaction beginning of in Share holding Shareholding during
the year the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
1 Jasbir Singh
At the beginning of the year 01.04.2020 70,59,165 22.45% 70,59,165 22.45%
Date wise Increase / Decrease During the financial year 2020 - 21 under review, the Company has issued and
in Share holding during the year allotted 2,247,191 equity shares at a price of ` 1,780 per equity share (including a
specifying the reasons for increase premium of ` 1,770 per equity share) constituting a discount of 1.04% i.e. ` 18.72
/ decrease (e.g. Allotment / transfer
/ bonus / sweat equity etc): per equity share which is not more than 5% to the floor price of ` 1,798.72 per
equity share in the qualified institutions placement (the “QIP”) under Chapter VI
of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended and Section 42 and Section 62,
along with other applicable provisions, of the Companies Act, 2013 read with
Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Hence, due to increase in paid up share capital of the Company, the shareholding
% reduced from 22.45% to 20.95%.
At the End of the year 31.03.2021 70,59,165 22.45% 70,59,165 20.95%
2 Daljit Singh
At the beginning of the year 01.04.2020 60,74,205 19.32% 60,74,205 18.03%
Date wise Increase / Decrease During the financial year 2020 - 21 under review, the Company has issued and
in Share holding during the year allotted 2,247,191 equity shares at a price of ` 1,780 per equity share (including
specifying the reasons for increase a premium of ` 1,770 per equity share) constituting a discount of 1.04% i.e.
/ decrease (e.g. Allotment/ transfer/
bonus/ sweat equity etc): ` 18.72 per equity share which is not more than 5% to the floor price of ` 1,798.72
per equity share in the qualified institutions placement (the “QIP”) under Chapter
VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended and Section 42 and Section 62,
along with other applicable provisions, of the Companies Act, 2013 read with
Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.
Hence, due to increase in paid up share capital of the Company, the shareholding
% reduced from 19.32% to 18.03%.
At the End of the year 31.03.2021 60,74,205 19.32% 60,74,205 18.03%
3. Mr. Sanjay Arora
At the beginning of the year 01.04.2020 629 0.0020% 629 0.0020%
Date wise Increase / Decrease
in Share holding during the year
specifying the reasons for increase No Changes
/ decrease (e.g. Allotment / transfer
/ bonus / sweat equity etc):
At the End of the year 31.03.2021 629 0.0020% 629 0.0020%
4. Mr. Udaiveer Singh
At the beginning of the year 01.04.2020 617 0.0019% 617 0.0019%
*Date wise Increase / Decrease
in Share holding during the year
specifying the reasons for increase No Changes
/ decrease (e.g. Allotment / transfer
/ bonus / sweat equity etc.):
At the End of the year 31.03.2021 617 0.0019% 617 0.0019%
5. Mr. Sachin Gupta

Annual Report 2020-21 119

ANNEXURE - J (Contd.)

Sl. For Each of the Directors and KMP Date of Shareholding at the Increase / Decrease Cumulative
No. Transaction beginning of in Share holding Shareholding during
the year the year (01.04.2020
(As on 01.04.2020) to 31.03.2021)
No. of % of total No. of % of total
Shares shares Shares shares
of the of the
Company Company
At the beginning of the year 01.04.2020 629 0.0020% 629 0.0020%
Date wise Increase / Decrease 18.02.2021 629 0.0020% - 300 329 0.0010%
in Share holding during the year (Sold in market)
specifying the reasons for increase
/ decrease (e.g. Allotment / transfer
/ bonus / sweat equity etc):
At the End of the year 31.03.2021 329 0.0010% 329 0.0010%
6. Mr. Sudhir Goyal
At the beginning of the year 01.04.2020 629 0.0020% 629 0.0020%
Date wise Increase / Decrease
in Share holding during the year
specifying the reasons for increase No Changes
/ decrease (e.g. Allotment / transfer
/ bonus / sweat equity etc):
At the End of the year 31.03.2021 629 0.0020% 629 0.0020%
7. Ms. Konica Yadav
At the beginning of the year 01.04.2020 0 0.00% 0 0.00%
*Date wise Increase / Decrease
in Share holding during the year
specifying the reasons for increase No Changes
/ decrease (e.g. Allotment / transfer
/ bonus / sweat equity etc):
At the End of the year 31.03.2021 0 0.00% 0 0.00%
*Date wise Increase / Decrease in shareholding during the year specifying the reasons for increase / decrease (e.g. Allotment
/ transfer/ bonus / sweat equity etc) have been stated as per weekly benpos.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in Lakh)
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the 28,904.95 1,500.00 - 30,404.95
financial year (As on 01.04.2020)
i) Principal Amount 28,876.18 1,500.00 - 30,376.18
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 28.77 - - 28.77
Total (i+ii+iii) 28,904.95 1,500.00 - 30,404.95
Change in Indebtedness during the financial
year
Additions 9,451.08 - - 9,451.08
Reduction (6,340.30) (1,500.00) - (7,840.30)
Net Change 3,110.78 (1,500.00) - 1,610.78
Indebtedness at the end of the financial year 32,015.72 - - 32,015.72
(As on 31.03.2021)
i) Principal Amount 31,933.85 - - 31,933.85
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 81.87 - - 81.87
Total (i+ii+iii) 32,015.72 - - 32,015.72

120 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

(Amount in Lakh)
Sl. Particulars of Remuneration Name of MD/WTD/Manager Total Amount
No. Mr. Jasbir Singh Mr. Daljit Singh (Per Annum)
Director (MD)
1. Gross salary
(a) Salary as per provisions contained in *` 141.75 ` 126.00 ` 267.75
Section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax - - -
Act, 1961
(c) Profits in lieu of salary under Section 17(3) - - -
Income-tax Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
- as % of profit
- others, specify…
5. Others, please specify ` 2.88 ` 2.39 ` 5.27
Total (A) ` 144.63 ` 128.39 ` 273.02
6. Ceiling as per the Act 1. ` 830.21 (being 11% of the net profits of the Company
calculated as per Section 198 of the Act);
2. ` 754.74 (being 10% of the net profits of the Company
calculated as per Section 198 of the Act);
3. ` 377.37(being 5% of the net profits of the Company calculated
as per Section 198 of the Act);
4. ` 226.42 (being 3% of the net profits of the Company
calculated as per Section 198 of the Act);
5. ` 75.47 (being 1% of the net profits of the Company calculated
as per Section 198 of the Act);
*` 6.75 Lakh per month deducted from remuneration of Mr. Jasbir Singh for 3 months, due to Covid – 19 Pandemic. The
actual remuneration is ` 162.00 Lakh per annum (` 13.50 Lakh per month).
& ` 6.00 Lakh per month deducted from remuneration of Mr. Daljit Singh for 3 months, due to Covid – 19 Pandemic. The
actual remuneration is ` 144.00 Lakh per annum (` 12.00 Lakh per month).

B. Remuneration to other directors:

(Amount in Lakh)
Sl. Particulars of Remuneration Name of Directors Total Amount
No. Dr. Girish Ms. Sudha Mr. Satwinder Per Annum
Kumar Ahuja Pillai Singh
1. Independent Directors
• Fee for attending board / committee ` 6.00 ` 6.00 ` 6.50 ` 18.50
meetings
• Commission - - - -
• Others, please specify - - - -
Total (1) ` 6.00 ` 6.00 ` 6.50 ` 18.50

Annual Report 2020-21 121

ANNEXURE - J (Contd.)

(Amount in Lakh)
Sl. Particulars of Remuneration Name of Directors Total Amount
No. Dr. Girish Ms. Sudha Mr. Satwinder Per Annum
Kumar Ahuja Pillai Singh
2. Other Non-Executive Directors - - - -
• Fee for attending board / committee
meetings
• Commission
• Others, please specify
Total (2) - - -
Total (B) = (1+2) ` 6.00 ` 6.00 ` 6.50 ` 18.50
Total Managerial Remuneration (A+B) ` 291.52
Overall Ceiling as per the Act ` 830.21 (being 11% of the net profits of the Company calculated as
per Section 198 of the Act);
` 75.47 (being 1% of the net profits of the Company calculated as per
Section 198 of the Act);

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD :

(Amount in Lakh)
Sl. Particulars of Key Managerial Personnel
No. Remuneration
Mr. Jasbir Sin- Mr. Daljit Singh Ms. Konica Mr Sudhir Goyal Mr. Sanjay Mr. Udaiveer Mr. Sachin Total
gh (Chairman & (MD) Yadav - CS and - CFO Arora – Director Singh Gupta (Per Annum)
CEO) Compliance Operations (President (VP – RAC
Officer – RAC Opera- Operations)
tions)
1. Gross salary ` 141.75 ` 126.00 ` 12.62 ` 43.76 ` 64.58 ` 43.54 ` 46.23 ` 478.49
(a) Salary as per - - - - - - - -
provisions
contained in
Section 17(1) of
the Income-tax
Act, 1961
(b) Value of - - EPF EPF - EPF EPF ` 4.95
perquisites u/s ` 0.23 ` 2.25 ` 2.24 ` 0.23
17(2) Income-tax
Act, 1961 Bonus Bonus Bonus Bonus Bonus ` 3.99
` 0.094 ` 0.094 ` 0.094 ` 3.63 ` 0.094
(c) Profits in lieu - - - - - - - -
of salary under
Section 17(3)
Income-tax Act,
1961
2. Stock Option - - - - - - - -
3. Sweat Equity - - - - - - - -
4. Commission
- As % of profit
- Others, specify
5. Others, Please
specify
Gratuity and EL ` 2.88 ` 2.39 ` 0.33 ` 1.69 ` 2.92 ` 2.82 ` 1.75 ` 14.78
Performance Bonus - - - ` 16.04 - ` 9.16 ` 17.12 ` 42.32
Total ` 144.63 ` 128.39 ` 13.27 ` 63.83 ` 67.59 ` 61.39 ` 65.43 ` 544.53

122 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - J (Contd.)

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

Type Sections of the Brief Details of Authority [ RD/ Appeal made,
Companies Act Description Penalty / NCLT/Court] if any (give
Punishment / details)
Compounding
fees imposes
A. Company
Penalty
Punishment
Compounding
B. Directors NIL
Penalty
Punishment
Compounding
C. Other Officers In Default
Penalty
Punishment
Compounding

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, G - 45, Silver Oak Avenue, DLF City, Phase - I,
Date : 22 May 2021 Dehradun – 248006, Uttarakhand Gurugram – 122002, Haryana

Annual Report 2020-21 123

ANNEXURE - K

Information as per Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014, and
forming part of the Board Report for the financial year ended 31 March 2021.

(A) Conservation of Energy

(i) Steps taken or impact on In the pursuit of continual improvement in energy conservation, many initiatives as
conservation of energy: listed below have been taken in financial year 2020 – 21 for energy conservation and
preservation of natural resources :
• Installed AC variable frequency drive VFD at air compressor for energy saving
47100Kw.
• Machine / Section wise energy meter installation and monitoring on daily basis for
analysis to control the consumption.
• Electricity saving through VFD Installation at Air Compressors.
• Changed ceramic insulated heater for increase efficiency and reduce cycle time
with energy saving 104000Kw.
• Installed AC variable frequency drive VFD at cooling tower for energy saving.
• Installation of AIRTRON AC SAVER controller and reduce electricity consumption
from 11 to 7 KWH. It operates AC compressor when temperature increase and off
compressor when temperature under spec.
• Bio fuel additive implemented to increase the efficiency and reduce diesel
consumption in paint-shops and gen sets.
Programs for improving energy efficiency;
• Thrust on use of renewable energy in manufacturing units;
• Use of natural lighting and natural ventilation;
• Encouraging go green initiative in the plants;
• Rain water harvesting, reduce usage and recycling of water;
• Thrust on zero waste to land fill and circular economy;
• Section wise energy meter installation and monitoring on daily basis to control the
consumption;
Your Company believes in employee’s involvement for delivering better results.
Towards this goal, your Company has taken multiple initiatives. Select few are listed
below :
• Quarterly audit of energy and water conservation system, projects implementation
and actual results.
• E-mailers, wall papers, posters and slogans for awareness on energy conservation.
• Training, campaigns and poster making competition for awareness of employees
for energy and water reduction.
• Visual management through posters and instruction display on shop floor and
office area.
• Suggestion competition for employees on energy efficiency.
• National Energy Conservation Week celebration at all Plants.
(ii) The steps taken by the • Usage of solar power replacing 15% of conventional power consumption (Jhajjar
Company for utilising Alternate and Pune Units).
Sources of Energy: • Transparent sheets installed for electricity saving in day time. (Dehradun Unit 6).
• Re-usage of RO waste water in task such as floor cleaning & urinals.
• Adoption of pond and its maintenance at Greater Noida.
• Re-usage of used DM water via regeneration plant to make DM water again.
(iii) Capital investment on energy Negligible investments have been made.
conservation equipment

124 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNEXURE - K (Contd.)

(B) Technology Absorption

(i) Efforts made towards Your Company is committed towards technology driven innovation and lays strong
technology absorption: emphasis on inculcating an innovation driven culture within the organisation.
During the financial year under review, your Company continued to work on technology
up gradation and capability development in the critical areas of better star rating
(energy efficiency), low power consumption and lesser global warming (environment
friendly).
The efforts made are given below :
• Commercial AC category launched with Cassette AC, Tower AC, FCU and Ductable
AC models, up to 11.0 Ton capacity.
• VRF Development completed of 6 HP capacity with R410a refrigerant and
Development initiated for 10 HP capacity VRF;
• Commercial AC new model lineup development as per compliance with BIS
(Bureau of Indian Standards): QCO (Quality Control Order) norms.
• Design and development for in house new Indoor Unit for Cassette AC for 1.5 Tr to
4 Tr models.
• Design and development initiated for in house new Indoor Unit for Ductable AC for
17 Tr Twin Circuit model;
• Initiated Benchmarking and development for new series of “Package Type AC.”
• Design and development of High energy efficient ODU for BEE 5 Star models.
• i4 IDU + A28 ODU development for middle east export market as per high tropical
conditions;
Such efforts would help in ensuring that the Company’s products retain their
competitive edge in the market for years to come.
(ii) The benefits derived like product The efforts taken by your Company towards technology development and absorption
improvement, cost reduction, help deliver competitive advantage to your Company through the launch of new
product development or import products and variants, introduction of new features and improvement of product
substitution: performance. Some examples of results delivered in financial year 2020 - 21 are :
• New premium feature addition in Room Air Conditioners Indoor unit e.g. 4-way
swing, PIR sensor etc.;
• Increasing efficiency of 1 Tr system to achieve 1.5 Tr without changing
compressor/controller;
• Refrigerant consumption reduction done by usage of 5 mm heat exchangers in
Room Air Conditioners;
• VRF controller development project framework initiated (6HP & 10HP category);
• Refrigerant consumption reduction and cost reduction done by change from 9.52
mm to 7 mm heat exchanger in selected FCU & Ductable series.
(iii) In case of imported technology No technology has been imported during the last 3 years by the Company.
(imported during the last
three years reckoned from the
beginning of the financial year):
(iv) the expenditure incurred on Expenses incurred on research and developments are booked under respective general
Research and Development accounting heads.

Annual Report 2020-21 125

ANNEXURE - K (Contd.)

(C) Foreign exchange earnings and Outgo: (Amount in Lakh)

Particulars Financial year Financial year
2020-21 2019-20
Foreign Exchange earned in terms of actual inflows during the year ` 588.21 ` 400.05
Foreign Exchange outgo during the year in terms of actual outflows ` 66,344.58 ` 79,611.45

For and on behalf of Board of Directors

Amber Enterprises India Limited

(Jasbir Singh) (Daljit Singh)

Chairman & CEO and Director Managing Director
DIN:- 00259632 DIN:- 02023964
Place : Gurugram 248 - I, Vasant Vihar, Dehradun – 248006, Uttarakhand G - 45, Silver Oak Avenue,
Date : 22 May 2021 DLF City, Phase - I, Gurugram – 122002, Haryana

126 Amber Enterprises India Limited

fINANCIAL STATEmENTS
STANdALONE: 128-201
CONSOLIdATEd: 202-285
 Standalone Statements

INdEpENdENT AUdITOr’S REpOrT

To the Members of Amber Enterprises India Limited for the Audit of the Financial Statements section
of our report. We are independent of the Company
Report on the Audit of the Standalone Financial in accordance with the Code of Ethics issued by the
Statements Institute of Chartered Accountants of India (‘ICAI’)
Opinion together with the ethical requirements that are relevant
to our audit of the financial statements under the
1. We have audited the accompanying standalone
provisions of the Act and the rules thereunder, and
financial statements of Amber Enterprises India
we have fulfilled our other ethical responsibilities in
Limited (‘the Company’), which comprise the Balance
accordance with these requirements and the Code
Sheet as at 31 March 2021, the Statement of Profit
of Ethics. We believe that the audit evidence we have
and Loss (including Other Comprehensive Income), the
obtained is sufficient and appropriate to provide a
Cash Flow Statement and the Statement of Changes in
basis for our opinion.
Equity for the year then ended, and a summary of the
significant accounting policies and other explanatory Emphasis of Matter – COVID-19
information. 4. We draw attention to Note 53(ii)(D) to the accompanying
2. In our opinion and to the best of our information and standalone financial statements, which describes the
according to the explanations given to us, the aforesaid effects of uncertainties relating to the outbreak of
standalone financial statements give the information COVID - 19 pandemic and management’s evaluation
required by the Companies Act, 2013 (‘Act’) in the of the impact on the Company’s operations and the
manner so required and give a true and fair view in accompanying financial statements of the Company
conformity with the accounting principles generally as at the balance sheet date, the extent of which is
accepted in India including Indian Accounting Standards significantly dependent on future developments.
(‘Ind AS’) specified under section 133 of the Act, of the Our opinion is not modified in respect of this matter.
state of affairs of the Company as at 31 March 2021,
Key Audit Matters
and its profit (including other comprehensive income),
its cash flows and the changes in equity for the year 5. Key audit matters are those matters that, in our
ended on that date. professional judgment, were of most significance in
our audit of the standalone financial statements of the
Basis for Opinion current period. These matters were addressed in the
3. We conducted our audit in accordance with the context of our audit of the financial statements as a
Standards on Auditing specified under section 143(10) whole, and in forming our opinion thereon, and we do
of the Act. Our responsibilities under those standards not provide a separate opinion on these matters.
are further described in the Auditor’s Responsibilities

128 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Impairment assessment of investments in Our audit procedures included, but were not limited to the following:
subsidiary companies a) We obtained an understanding of the management process for
As described in Note 2 and 9 to the standalone identification of possible impairment indicators and process
financial statements, as at 31 March 2021, performed by the management for impairment tests;
the Company has investments aggregating b) We understood, evaluated and tested the controls around
` 34,015.87 lakhs in its subsidiary companies. management’s assessment of the impairment indicators and
In view of the above, the management of the the impairment tests performed;
Company, during the year ended 31 March 2021,
c) We reconciled the cash flow projections to the business plans
has carried out an impairment test for such
approved by the Company’s Board of Directors;
investments, whereby the carrying amount of the
d) We challenged the management on the underlying assumptions
investments were compared with their fair values
used for the cash flow projections including the expected
for which the management has prepared detailed
growth rates, considering evidence available to support these
cash flow projections, based on business plans of
assumptions and our understanding of the business;
the subsidiary companies, expected growth rates
in the business and other market related factors e) We assessed the reasonableness of the assumptions used and
including the discount rates, etc. appropriateness of the valuation methodology applied. Tested
the discount rates and long-term growth rates used in the
While the above impairment test resulted in an
forecast vis-a-vis industry forecasts and the recent changes in
impairment provision to the extent of the net
economic environment, where deemed appropriate;
carrying value of the investment in Appserve
Appliance Private Limited aggregating ` 170 Lakh f) We involved auditor’s experts to assess the appropriateness of the
had already been recognised in the previous years. valuation model used by the management and the assumptions
used relating to discount rates, risk premium, industry growth
Considering the materiality of the amounts involved,
rates, etc., to assess their reasonability;
significant degree of judgement and subjectivity
involved in the estimates and key assumptions g) We evaluated the sensitivity analysis performed by management
used in determining the cash flows used in the in respect of the key assumptions such as discount and growth
impairment evaluation, we have determined rates to ensure that there was sufficient headroom with respect
impairment of such non-current investments as a to the estimation uncertainty impact of such assumptions on
key audit matter. the calculation;
h) We assessed the appropriateness and adequacy of the
disclosures made by the management for the impairment losses
recognised in accordance with applicable Indian Accounting
Standards.

Annual Report 2020-21 129

 Standalone Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

Key audit matter How our audit addressed the key audit matter
Product development - Intangible assets Our audit work included, but was not restricted to performing the
As disclosed in note 2, 7 and 8 to the standalone following procedures:
financial statements, the Company develops a) We obtained an understanding of management’s process for
various product models and performs trial runs assessing costs forming part of research and development
for enhancing their performance and increasing activities and whether such costs meet recognition criteria in
their efficiency. The Company has a research and terms with Indian Accounting Standard 38, Intangible Assets;
development department, which oversees such b) We assessed the design and implementation of controls in
development process and conducts trial runs. The respect of expenses incurred for trial runs, in addition to testing
Company has capitalised ` 2,709.19 lakh during the effectiveness of key controls operating across the business;
the year ended 31 March 2021 under intangible
c) We obtained a schedule of all the costs capitalised by the
assets and intangible assets under development,
company and on test-check basis, verified that the cost of
which comprises of raw material cost (net of scrap
only those raw materials, that have been used for the purpose
sales) and certain attributable overheads. The
of development activities and trial runs, were capitalised, as
Company capitalises the product models when
applicable;
they are ready for sale in the active market.
d) We also assessed the reasonableness of overheads allocated
Such developmental activities represent a
along with consumption of raw material;
significant part of the business and the Company
e) We further evaluated the commercial viability of the product
uses judgement to determine classification of
by considering other information obtained during the audit,
expenditure into research and development phase
including products being developed in previous years, the stage of
wherein, as per the applicable accounting guidance,
related sales prospects and, where appropriate, the level of sales
expenditure incurred on research activities is
generated to determine whether the status and performance of
required to be recognised in the statement of
developed products corroborated management’s assertions
profit and loss and development costs may be
over the technical feasibility and the ability to generate ‘probable’
capitalised, subject to specific conditions. Such
future economic benefits;
assessment includes assessing whether the
product being developed is commercially feasible, f) We also ensured that the carrying value of these intangible assets
whether the Company has adequate technical, under development will be fully recovered by the Company and
financial and other required resources to complete there are no impairment indicators for these assets. For this
the development and whether the costs will be fully assessment, we obtained the product assessment which are
recovered through future sale of the product. being currently developed by the Company and discussed the
same with the management, including research and development
Considering the materiality of the amounts,
personnel. Also, we reviewed the product assessment in
significant judgement involved in determining the
reference to developed products, which were capitalised in the
appropriate quantum of development expenses
earlier years and being currently sold by the Company;
to be capitalised, including those incurred on trial
runs, this matter has been considered as a key g) We have evaluated the adequacy of disclosures made by the
audit matter for the current year audit. Company in the financial statements in view of the requirements
as specified in the Indian Accounting Standards.

130 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

Information other than the Financial Statements and matters related to going concern and using the going
Auditor’s Report thereon concern basis of accounting unless management
7. The Company’s Board of Directors is responsible for either intends to liquidate the Company or to cease
the other information. The other information comprises operations, or has no realistic alternative but to do so.
the information included in the Annual Report but does 10. Those Board of Directors is also responsible for
not include the standalone financial statements and overseeing the Company’s financial reporting process.
our auditor’s report thereon.
Auditor’s Responsibilities for the Audit of the Financial
Our opinion on the standalone financial statements Statements
does not cover the other information and we do not
11. Our objectives are to obtain reasonable assurance
express any form of assurance conclusion thereon.
about whether the financial statements as a whole
In connection with our audit of the standalone financial are free from material misstatement, whether due to
statements, our responsibility is to read the other fraud or error, and to issue an auditor’s report that
information and, in doing so, consider whether the includes our opinion. Reasonable assurance is a
other information is materially inconsistent with the high level of assurance, but is not a guarantee that
standalone financial statements or our knowledge an audit conducted in accordance with Standards on
obtained in the audit or otherwise appears to be Auditing will always detect a material misstatement
materially misstated. when it exists. Misstatements can arise from fraud or
The Annual Report is not made available to us at the error and are considered material if, individually or in
date of this auditor’s report. We have nothing to report the aggregate, they could reasonably be expected to
in this regard. influence the economic decisions of users taken on the
basis of these financial statements.
Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements 12. As part of an audit in accordance with Standards on
Auditing, we exercise professional judgment and
8. The accompanying standalone financial statements
maintain professional skepticism throughout the audit.
have been approved by the Company’s Board of
We also:
Directors. The Company’s Board of Directors is
responsible for the matters stated in section 134(5) • Identify and assess the risks of material
of the Act with respect to the preparation of these misstatement of the financial statements, whether
standalone financial statements that give a true and due to fraud or error, design and perform audit
fair view of the financial position, financial performance procedures responsive to those risks, and obtain
including other comprehensive income, changes in audit evidence that is sufficient and appropriate
equity and cash flows of the Company in accordance to provide a basis for our opinion. The risk of not
with the accounting principles generally accepted in detecting a material misstatement resulting from
India, including the Ind AS specified under section 133 of fraud is higher than for one resulting from error,
the Act. This responsibility also includes maintenance as fraud may involve collusion, forgery, intentional
of adequate accounting records in accordance with the omissions, misrepresentations, or the override of
provisions of the Act for safeguarding of the assets of internal control;
the Company and for preventing and detecting frauds • Obtain an understanding of internal control
and other irregularities; selection and application of relevant to the audit in order to design
appropriate accounting policies; making judgments and audit procedures that are appropriate in the
estimates that are reasonable and prudent; and design, circumstances. Under section 143(3)(i) of the
implementation and maintenance of adequate internal Act, we are also responsible for expressing our
financial controls, that were operating effectively opinion on whether the Company has adequate
for ensuring the accuracy and completeness of the internal financial controls with reference to
accounting records, relevant to the preparation and financial statements in place and the operating
presentation of the financial statements that give a true effectiveness of such controls;
and fair view and are free from material misstatement, • Evaluate the appropriateness of accounting
whether due to fraud or error. policies used and the reasonableness of
9. In preparing the financial statements, management accounting estimates and related disclosures
is responsible for assessing the Company’s ability to made by management;
continue as a going concern, disclosing, as applicable,

Annual Report 2020-21 131

 Standalone Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

• Conclude on the appropriateness of management’s remuneration to its directors during the year in
use of the going concern basis of accounting and, accordance with the provisions of and limits laid down
based on the audit evidence obtained, whether a under section 197 read with Schedule V to the Act.
material uncertainty exists related to events or 17. As required by the Companies (Auditor’s Report) Order,
conditions that may cast significant doubt on the 2016 (‘the Order’) issued by the Central Government of
Company’s ability to continue as a going concern. India in terms of section 143(11) of the Act, we give in
If we conclude that a material uncertainty exists, the Annexure I a statement on the matters specified in
we are required to draw attention in our auditor’s paragraphs 3 and 4 of the Order.
report to the related disclosures in the financial
18. Further to our comments in Annexure I, as required by
statements or, if such disclosures are inadequate,
section 143(3) of the Act, based on our audit, we report,
to modify our opinion. Our conclusions are based
to the extent applicable, that:
on the audit evidence obtained up to the date of
a) we have sought and obtained all the information
our auditor’s report. However, future events or
and explanations, which to the best of our
conditions may cause the Company to cease to
knowledge and belief were necessary for the
continue as a going concern;
purpose of our audit of the accompanying
• Evaluate the overall presentation, structure and
standalone financial statements;
content of the financial statements, including the
b) in our opinion, proper books of accounts as
disclosures, and whether the financial statements
required by law have been kept by the Company
represent the underlying transactions and events
so far as it appears from our examination of those
in a manner that achieves fair presentation;
books;
13. We communicate with those charged with governance
c) the standalone financial statements dealt with
regarding, among other matters, the planned scope
by this report are in agreement with the books of
and timing of the audit and significant audit findings,
accounts;
including any significant deficiencies in internal control
that we identify during our audit. d) in our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
14. We also provide those charged with governance with
section 133 of the Act;
a statement that we have complied with relevant
ethical requirements regarding independence, and to e) on the basis of the written representations
communicate with them all relationships and other received from the directors and taken on record
matters that may reasonably be thought to bear on by the Board of Directors, none of the directors
our independence, and where applicable, related is disqualified as on 31 March 2021 from being
safeguards. appointed as a director in terms of section 164(2)
of the Act;
15. From the matters communicated with those charged
with governance, we determine those matters that f) we have also audited the internal financial
were of most significance in the audit of the financial controls with reference to standalone financial
statements of the current period and are therefore statements of the Company as on 31 March 2021,
the key audit matters. We describe these matters in conjunction with our audit of the standalone
in our auditor’s report unless law or regulation financial statements of the Company for the year
precludes public disclosure about the matter or when, ended on that date, and our report dated 22 May
in extremely rare circumstances, we determine that 2021 as per Annexure II expressed unmodified
a matter should not be communicated in our report opinion; and
because the adverse consequences of doing so would g) with respect to the other matters to be included in
reasonably be expected to outweigh the public interest the Auditor’s Report in accordance with rule 11 of
benefits of such communication. the Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion and to the best of our
Report on Other Legal and Regulatory Requirements
information and according to the explanations
16. As required by section 197(16) of the Act, based
given to us:
on our audit, we report that the Company has paid

132 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

i. the Company, as detailed in note 45 to which there were any material foreseeable
the standalone financial statements, has losses as at 31 March 2021; and
disclosed the impact of pending litigations iii. there were no amounts which were required
on its financial position as at 31 March 2021; to be transferred to the Investor Education
ii. the Company did not have any long-term and Protection Fund by the Company during
contracts including derivative contracts for the year ended 31 March 2021.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

per Sandeep Mehta

Partner
Place: Chandigarh Membership No.: 099410
Date: 22 May 2021 UDIN: 21099410AAAACK6242

Annual Report 2020-21 133

 Standalone Statements

ANNExUrE I

Based on the audit procedures performed for the purpose of (c) there is no overdue amount in respect of the loan
reporting a true and fair view on the financial statements of granted to such company.
the Company and taking into consideration the information (iv) In our opinion, the Company has complied with the
and explanations given to us and the books of account and provisions of Sections 185 and 186 of the Act in respect
other records examined by us in the normal course of audit, of loans, investments, guarantees and security.
and to the best of our knowledge and belief, we report that:
(v) In our opinion, the Company has not accepted any
(i) (a) The Company has maintained proper records
deposits within the meaning of Sections 73 to 76 of
showing full particulars, including quantitative
the Act and the Companies (Acceptance of Deposits)
details and situation of fixed assets.
Rules, 2014 (as amended). Accordingly, the provisions
(b) The Company has a regular program of physical of clause 3(v) of the Order are not applicable.
verification of its fixed assets under which fixed
(vi) We have broadly reviewed the books of accounts
assets are verified in a phased manner over a period
maintained by the Company pursuant to the Rules
of three years, which, in our opinion, is reasonable
made by the Central Government for the maintenance
having regard to the size of the Company and
of cost records under sub-section (1) of Section 148
the nature of its assets. In accordance with this
program, certain fixed assets were verified during of the Act in respect of Company’s products/services
the year and no material discrepancies were and are of the opinion that, prima facie, the prescribed
noticed on such verification. accounts and records have been made and maintained.
However, we have not made a detailed examination of
(c) The title deeds of all the immovable properties
the cost records with a view to determine whether they
(which are included under the head ‘Property,
are accurate or complete.
plant and equipment’) are held in the name of the
Company. (vii) (a) Undisputed statutory dues including provident
(ii) In our opinion, the management has conducted physical fund, employees’ state insurance, income-tax,
verification of inventory at reasonable intervals during sales-tax, service tax, duty of customs, duty
the year, except for goods-in-transit and no material of excise, value added tax, goods and service
discrepancies between physical inventory and book tax, cess and other material statutory dues, as
records were noticed on physical verification. applicable, have generally been regularly deposited
to the appropriate authorities, though there has
(iii) The Company has granted an unsecured loan to a
been a slight delay in a few cases. Further, no
company covered in the register maintained under
Section 189 of the Act; and with respect to the same: undisputed amounts payable in respect thereof
were outstanding at the year-end for a period of
(a) in our opinion the terms and conditions of grant of
more than six months from the date they became
such loans are not, prima facie, prejudicial to the
payable.
company’s interest.
(b) The dues outstanding in respect of income-tax,
(b) the schedule of repayment of principal and
sales-tax, goods and service tax, Octroi, duty of
payment of interest has been stipulated and the
excise and value added tax on account of any
receipts of the principal amount and the interest
are regular; dispute, are as follows:

Statement of Disputed Dues

Name of the statute Nature of Amount Amount paid Period to which Forum where dispute Remarks,
dues (` in lakh) under Protest the amount is pending if any
(` in lakh) relates
Income-Tax Act, 1961 Income Tax 37.81 Nil AY 2010-11 Income Tax Appellate
AY 2011-12 Tribunal, Chandigarh
AY 2012-13
Punjab Municipal Act, Octroi 15.58 Nil FY 2006-07 Hon'ble High Court of
1911 Punjab and Haryana.
Central Excise Act, 1944 Excise duty 24.39 2.79 FY 2013-14 Assistant
FY 2014-15 Commissioner, Central
Excise, Noida

134 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNExUrE I (Contd.)

Name of the statute Nature of Amount Amount paid Period to which Forum where dispute Remarks,
dues (` in lakh) under Protest the amount is pending if any
(` in lakh) relates
UP VAT Act, 2008 Sales Tax 11.29 Nil FY 2008-09 Additional
Commissioner
(Appeal) Noida.
Goods and Service Tax Goods and 30.63 30.63 FY 2019-20 Joint Commissioner
Act, 2017 Service Tax (Appeal) – Dehradun
Joint Commissioner
(Appeal) – Agra
Himachal Value Added Sales Tax 15.04 2.00 FY 2009-10 Additional
tax Act, 1968 Commissioner
(Appeal)
Uttarakhand Value Sales Tax 15.39 3.35 FY 2011-12 Joint Commissioner
Added Tax Act, 2005 FY 2014-15 (Appeal) – Dehradun
Central Sales Tax Act, Sales Tax 68.49 0.25 FY 2015-16 Joint commissioner
1956 & Maharashtra FY 2016-17 Appeal of State Tax &
Value Added Tax Act, Deputy Commissioner
2002 of Sales Tax

(viii) The Company has not defaulted in repayment of loans (xii) In our opinion, the Company is not a Nidhi Company.
or borrowings to any bank or financial institution during Accordingly, provisions of clause 3(xii) of the Order are
the year. The Company did not have any outstanding not applicable.
loan or borrowings to government and debentures (xiii) In our opinion all transactions with the related parties
during the year. are in compliance with Sections 177 and 188 of Act,
(ix) The Company did not raise moneys by way of initial where applicable, and the requisite details have been
public offer or further public offer (including debt disclosed in the financial statements etc., as required
instruments). In our opinion, the term loans were by the applicable Ind AS.
applied for the purposes for which the loans were (xiv) During the year, the Company has made private
obtained, though idle/surplus funds which were not placement of shares. In respect of the same, in
required for immediate utilization have been invested our opinion, the Company has complied with the
in liquid investments, payable on demand. requirement of Section 42 of the Act and the Rules
(x) No fraud by the Company or on the company by its framed thereunder. Further, in our opinion, the amounts
officers or employees has been noticed or reported so raised have been used for the purposes for which
during the period covered by our audit. the funds were raised.
(xi) Managerial remuneration has been paid and provided (xv) In our opinion, the Company has not entered into any
by the Company in accordance with the requisite non-cash transactions with the directors or persons
approvals mandated by the provisions of Section 197 connected with them covered under Section 192 of the
of the Act read with Schedule V to the Act. Act.
(xvi) The Company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act, 1934.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

per Sandeep Mehta

Partner
Place: Chandigarh Membership No.: 099410
Date: 22 May 2021 UDIN: 21099410AAAACK6242

Annual Report 2020-21 135

 Standalone Statements

ANNExUrE II
Independent Auditor’s Report on the internal financial controls with reference to the standalone financial statements under
Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the standalone financial and their operating effectiveness. Our audit of internal
statements of Amber Enterprises India Limited (‘the financial controls with reference to financial statements
Company’) as at and for the year ended 31 March includes obtaining an understanding of such internal
2021, we have audited the internal financial controls financial controls, assessing the risk that a material
with reference to the standalone financial statements weakness exists, and testing and evaluating the design
of the Company as at that date. and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend
Responsibilities of Management and Those Charged with
on the auditor’s judgement, including the assessment
Governance for Internal Financial Controls
of the risks of material misstatement of the financial
2. The Company’s Board of Directors is responsible statements, whether due to fraud or error.
for establishing and maintaining internal financial
5. We believe that the audit evidence we have obtained
controls based on the internal financial controls over
is sufficient and appropriate to provide a basis for
financial reporting criteria established by the Company
our audit opinion on the Company’s internal financial
considering the essential components of internal
controls with reference to the standalone financial
control stated in the Guidance Note on Audit of Internal
statements.
Financial Controls over Financial Reporting (‘the
Guidance Note’) issued by the Institute of Chartered Meaning of Internal Financial Controls with Reference to
Accountants of India (‘ICAI’). These responsibilities Financial Statements
include the design, implementation and maintenance 6. A company’s internal financial controls with reference
of adequate internal financial controls that were to financial statements is a process designed to
operating effectively for ensuring the orderly and provide reasonable assurance regarding the reliability
efficient conduct of the Company’s business, including of financial reporting and the preparation of financial
adherence to the Company’s policies, the safeguarding statements for external purposes in accordance
of its assets, the prevention and detection of frauds with generally accepted accounting principles. A
and errors, the accuracy and completeness of the company’s internal financial controls with reference
accounting records, and the timely preparation of to financial statements include those policies and
reliable financial information, as required under the Act. procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and
Auditor’s Responsibility for the Audit of the Internal
fairly reflect the transactions and dispositions of
Financial Controls with Reference to Financial Statements
the assets of the company; (2) provide reasonable
3. Our responsibility is to express an opinion on the
assurance that transactions are recorded as
Company’s internal financial controls with reference
necessary to permit preparation of the standalone
to the standalone financial statements based on our
financial statements in accordance with generally
audit. We conducted our audit in accordance with the
accepted accounting principles, and that receipts and
Standards on Auditing issued by the ICAI prescribed
expenditures of the company are being made only in
under Section 143(10) of the Act, to the extent applicable
accordance with authorisations of management and
to an audit of internal financial controls with reference
directors of the company; and (3) provide reasonable
to financial statements, and the Guidance Note issued
assurance regarding prevention or timely detection
by the ICAI. Those Standards and the Guidance Note
of unauthorised acquisition, use, or disposition of the
require that we comply with ethical requirements
company’s assets that could have a material effect on
and plan and perform the audit to obtain reasonable
the standalone financial statements.
assurance about whether adequate internal financial
controls with reference to financial statements were Inherent Limitations of Internal Financial Controls with
established and maintained and if such controls Reference to the Standalone Financial Statements
operated effectively in all material respects. 7. Because of the inherent limitations of internal financial
4. Our audit involves performing procedures to obtain controls with reference to the standalone financial
audit evidence about the adequacy of the internal statements, including the possibility of collusion or
financial controls with reference to financial statements improper management override of controls, material

136 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNExUrE II (Contd.)

misstatements due to error or fraud may occur and not Opinion

be detected. Also, projections of any evaluation of the 8. In our opinion, the Company has, in all material respects,
internal financial controls with reference to financial adequate internal financial controls over financial
statements to future periods are subject to the risk reporting and such controls were operating effectively
that the internal financial controls with reference as at 31 March 2021, based on the internal financial
to financial statements may become inadequate controls over financial reporting criteria established by
because of changes in conditions, or that the degree the Company considering the essential components of
of compliance with the policies or procedures may internal control stated in the Guidance Note issued by
deteriorate. the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

per Sandeep Mehta

Partner
Place: Chandigarh Membership No.: 099410
Date: 22 May 2021 UDIN: 21099410AAAACK6242

Annual Report 2020-21 137

 Standalone Statements

STANdALONE BALANCE SHEET

AS AT 31 MArCH 2021

(All amounts in ` in lakh unless otherwise stated)

Particulars Notes As at As at
31 March 2021 31 March 2020
ASSETS
Non-current assets
Property, plant and equipment 4 59,324.34 56,486.23
Capital work-in-progress 5 1,905.26 213.22
Investment property 6 - 432.31
Intangible assets 7 9,256.05 8,825.47
Intangible assets under development 8 553.61 -
Financial assets
Investments 9 39,358.54 33,845.87
Loans 10 3,195.32 869.28
Other financial assets 11 10,246.82 64.63
Non-current tax assets (net) 12 - 227.48
Other non-current assets 13 1,795.25 1,515.50
Total non-current assets 1,25,635.19 1,02,479.99
Current assets
Inventories 14 61,107.92 56,040.08
Financial assets
Investments 9 5,294.47 -
Trade receivables 15 92,074.35 77,636.02
Cash and cash equivalents 16 16,216.32 4,910.33
Other bank balances 17 10,602.71 4,256.86
Loans 18 1,794.38 1,195.29
Other financial assets 19 145.15 2,972.72
Other current assets 20 2,806.82 2,203.51
Total current assets 1,90,042.12 1,49,214.81
Assets held for sale 21 - 200.00
Total assets 3,15,677.31 2,51,894.80
EQUITY AND LIABILITIES
Equity
Equity share capital 22 3,369.37 3,144.65
Other equity 23 1,49,227.97 1,04,930.53
Total equity 1,52,597.34 1,08,075.18
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 24 12,082.79 11,260.65
Lease liabilities 25 867.71 963.30
Other financial liabilities 26 - 5,877.97
Provisions 27 401.72 367.13
Deferred tax liabilities (net) 28 3,267.93 2,062.83
Other non-current liabilities 29 178.14 205.68
Total non-current liabilities 16,798.29 20,737.56
Current liabilities
Financial liabilities
Borrowings 30 16,447.89 16,030.65
Trade payables 31
(a) Total outstanding dues of micro enterprises and small enterprises 519.39 240.56
(b) T otal outstanding dues of creditors other than micro enterprises and small 1,17,616.26 97,527.48
enterprises
Lease liabilities 25 212.47 206.56
Other financial liabilities 32 5,280.38 5,557.90
Other current liabilities 33 5,285.78 3,415.96
Provisions 34 110.41 102.95
Current tax liabilities (net) 35 809.10 -
Total current liabilities 1,46,281.68 1,23,082.06
Total liabilities 1,63,079.97 1,43,819.62
Total equity and liabilities 3,15,677.31 2,51,894.80
Summary of Significant accounting policies 2
The accompanying notes form an integral part of the standalone financial statements.
This is the Balance Sheet referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

138 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

STANdALONE STATEmENT Of PrOfIT ANd LOSS

fOr THE YEAr ENdEd 31 MArCH 2021

(All amounts in ` in lakh unless otherwise stated)

Particulars Notes For the year ended For the year ended
31 March 2021 31 March 2020
Income
Revenue from operations 36 2,29,590.56 3,00,273.51
Other income 37 2,992.20 586.63
Total income 2,32,582.76 3,00,860.14
Expenses
Cost of materials consumed 38 1,98,595.29 2,59,354.48
Changes in inventories of intermediate products 39 (1,535.13) (2,863.19)
(including manufactured components) and finished goods
Employee benefits expense 40 4,815.82 5,177.32
Finance costs 41 3,334.72 2,939.30
Depreciation and amortisation expense 42 6,750.89 6,106.54
Other expenses 43 12,869.65 17,254.80
Total expenses 2,24,831.24 2,87,969.25
Profit before tax 7,751.52 12,890.89
Tax expense
Current tax 1,714.48 2,881.48
Deferred tax 881.35 (1,784.59)
Net profit for the year 5,155.69 11,794.00
Other comprehensive income
Items that will not be reclassified to profit and loss
Re-measurement gain/(loss) on defined benefit obligations 11.65 (45.16)
Income tax relating to these items (2.93) 15.78
Other comprehensive income/(loss) for the year 8.72 (29.38)
Total comprehensive income for the year 5,164.41 11,764.62
Earning per equity share (Nominal value of equity share ` 10 each) 49
Basic 15.77 37.50
Diluted 15.77 37.50
Summary of Significant accounting policies 2
The accompanying notes form an integral part of the standalone financial statements.
This is the Statement of Profit and Loss referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

Annual Report 2020-21 139

 Standalone Statements

STANdALONE CASH fLOW STATEmENT

fOr THE YEAr ENdEd 31 MArCH 2021

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
A. Cash flows from operating activities
Profit before tax 7,751.52 12,890.89
Adjustment for:
Depreciation and amortisation expense 6,750.89 6,106.54
Advances and other balances written off 10.12 42.45
Bad debts - 9.88
Government grant income (27.55) (27.62)
Interest income (1,269.98) (78.67)
Loss/(gain) on sale of property, plant and equipment (net) 15.14 (42.87)
Mark to market (gain)/loss on forward contracts (63.27) 0.46
Unrealised foreign exchange (gain)/loss (net) (578.58) 1,476.29
Impairment of trade receivables 12.26 1.47
Impairment loss on property, plant and equipment 173.28 -
Gain on fair valuation and sale of investments - (0.69)
Gain on settlement/fair valuation of deferred consideration (554.82) (164.01)
Loss on fair valuation of assets held for sale - 25.60
Amortisation of corporate guarantee (31.61) (7.04)
Finance costs 3,334.72 2,939.30
Operating profit before working capital changes 15,522.12 23,171.98
Adjusted for movement in:
Trade receivables (14,450.59) (4,437.96)
Inventories (5,067.84) (7,671.20)
Financial and non-financial assets 2,227.94 1,481.11
Trade payables 20,946.19 14,176.44
Provisions 53.71 (9.62)
Financial and non-financial liabilities 612.66 784.08
Cash generated from operations 19,844.18 27,494.83
Income tax paid (net) (357.08) (3,135.48)
Net cash generated from operating activities A 19,487.10 24,359.35
B. Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (13,428.21) (11,852.72)
[refer note (d) below]
Proceeds from sale of property, plant and equipment 1,257.70 138.37
Proceeds from sale of investments (net) - 0.69
Loans to related parties (2,500.00) -
Investments made in perpetual debt instruments (10,807.13) -
Investments made in subsidiaries - (16,719.04)
Payment of deferred consideration for acquisition of remaining stake (4,873.74) -
in subsidiary
Movement in bank deposits (16,180.53) (3,821.71)
Movement in security deposits (283.03) 297.01
Interest received on bank deposits and loans 999.74 44.84
Net cash used in from investing activities B (45,815.20) (31,912.56)

140 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

STANdALONE CASH fLOW STATEmENT

fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
C Cash flows from financing activities:
Proceeds from issue of equity shares on Qualified Institutional 40,000.00 -
Placement
Share issue costs (642.26) -
Proceeds from short term borrowings (net) 484.91 10,630.54
Proceeds from long term borrowings 8,874.00 5,000.00
Repayment of long term borrowings (7,721.84) (2,410.85)
Dividend paid (including tax) - (1,213.14)
Payment of principal portion of lease liabilities (89.69) (395.06)
Payment of interest portion of lease liabilities (114.55) (147.94)
Finance costs paid (3,156.48) (2,772.10)
Net cash generated from financing activities C 37,634.09 8,691.45
D Net increase in cash and cash equivalent (A+B+C) 11,305.99 1,138.24
E Cash and cash equivalents at the beginning of the year 4,910.33 3,772.09
Cash and cash equivalents at the end of the year (D+E) {refer note 16} 16,216.32 4,910.33
Notes to cash flow statement
(All amounts in ` in lakh unless otherwise stated)
Particulars For the year ended For the year ended
31 March 2021 31 March 2020
A. Cash and cash equivalents include:
Balances with banks:
- in current and cash credit accounts 1,213.06 4,468.62
- deposits with original maturity less than three months 14,996.33 128.35
Cheques in hand - 305.00
Cash in hand 6.93 8.36
Cash and bank balances 16,216.32 4,910.33
b. The above cash flow statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard
7 (Ind AS-7) on “Statements of Cash Flows”.
c. Negative figures have been shown in brackets.
d. Additions to property, plant and equipment and intangible assets include movements of capital work-in-progress,
intangible assets under development, capital advances and creditors for capital goods.
The accompanying notes form an integral part of the standalone financial statements.
This is the Cash Flow Statement referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

Annual Report 2020-21 141

 Standalone Statements

STANdALONE STATEmENT Of CHANGES IN EQUITY

fOr THE YEAr ENdEd 31 MArCH 2021

A Equity share capital

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Balance as at 01 April 2019 3,144.65
Changes in equity share capital during the year -
Balance as at 31 March 2020 3,144.65
Changes in equity share capital during the year 224.72
Balance as at 31 March 2021 3,369.37

B Other equity

(All amounts in ` in lakh unless otherwise stated)

Particulars Reserves and surplus
General reserve Securities Retained Total
premium earnings
Balance as at 01 April 2019 337.32 63,431.41 30,610.32 94,379.05
Profit for the year - - 11,794.00 11,794.00
Equity dividend - - (1,006.29) (1,006.29)
Tax on equity dividend - - (206.85) (206.85)
Remeasurement of defined benefit - - (29.38) (29.38)
obligations (net of tax)
Balance as at 31 March 2020 337.32 63,431.41 41,161.80 1,04,930.53
Profit for the year - - 5,155.69 5,155.69
Equity share capital issued on Qualified - 39,775.28 - 39,775.28
Institutions Placement during the year (refer
note 23)
Share issue costs - (642.26) - (642.26)
Remeasurement of defined benefit - - 8.72 8.72
obligations (net of tax)
Balance as at 31 March 2021 337.32 1,02,564.43 46,326.21 1,49,227.97
The accompanying notes form an integral part of the standalone financial statements.
This is the Statement of Changes in Equity referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

142 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021

1. Corporate information and statement (iii) Determining the transaction price

of compliance with Indian Accounting (iv) Allocating the transaction price to the performance
Standards (Ind AS) obligations
Amber Enterprises India Limited (the “Company”), having (v) Recognizing revenue when (or as) performance
its registered office situated at C-1, Phase II, Focal Point, obligation(s) are satisfied.
Rajpura Town, Punjab - 140401, India, incorporated in 1990, The Company considers the terms of the contract and
under the Companies Act, is engaged in the business of its customary business practices to determine the
manufacturing of consumer durable products. Currently, the transaction price. The transaction price is the amount
Company has ten manufacturing facilities in India. of consideration to which the Company expects to be
These standalone financial statements (‘financial entitled in exchange for transferring promised goods
statements’) of the Company have been prepared to to a customer, excluding amounts collected on behalf
comply in all material respects with accounting principles of third parties (for example, indirect taxes). The
generally accepted in India, including Ind AS notified under consideration promised in a contract with a customer
the Companies (Indian Accounting Standards) Rules, 2015 may include fixed consideration, variable consideration
under Section 133 of the Companies Act, 2013 (the “Act”), as (if reversal is less likely in future), or both. Revenue
amended and other relevant provisions of the Act. is measured at fair value of consideration received
The financial statements for the year ended 31 March or receivable, after deduction of any trade discounts,
2021 were authorised and approved for issue by the volume rebates.
Board of Directors on 22 May 2021. The revisions to the Revenue is recognised either at a point in time or over
financial statements is permitted by the Board of Directors time, when (or as) the Company satisfies performance
after obtaining necessary approvals or at the instance of obligations by transferring the promised goods or
regulatory authorities as per provisions of the Act. services to its customers. A receivable is recognised
when the goods are delivered as this is the case
2. Basis of preparation and significant of point in time recognition where consideration is
accounting policies unconditional because only the passage of time is
a. Basis of preparation required.

The financial statements have been prepared on The Company recognises contract liabilities for
accrual and going concern basis under historical cost consideration received in respect of unsatisfied
convention except for certain financial instruments performance obligations and reports these amounts
and plan assets, which are measured at fair values. as other liabilities in the statement of financial position.
The accounting policies are applied consistently to all Similarly, if the Company satisfies a performance
the periods presented in the financial statements. obligation before it receives the consideration, the
Company recognises either a contract asset or a
The significant accounting policies and measurement
receivable in its statement of financial position,
bases have been summarised below.
depending on whether something other than the
Current versus non-current classification passage of time is required before the consideration is
All assets and liabilities have been classified as current due.
or non-current as per the Company’s normal operating
Revenue from tool development and job charges
cycle and as per terms of agreements wherever
applicable. The Company has considered a normal Revenue in respect of tool development and job
operating cycle of 12 months. Deferred tax assets and charges a recognised as per the terms of the contract
liabilities are classified as non-current assets and non- with the customers.
current liabilities, as the case may be. Interest income
b. Revenue recognition Interest income is recognised on time proportion
basis taking into account the amount outstanding
Sale of goods
and rate applicable. For all financial assets measured
Revenue arises mainly from the sale of goods. To at amortised cost, interest income is recorded using
determine whether to recognise revenue, the Company the effective interest rate (EIR) i.e. the rate that exactly
follows a 5-step process: discounts estimated future cash receipts through the
(i) Identifying the contract with a customer expected life of the financial asset to the net carrying
(ii) Identifying the performance obligations amount of the financial assets. The future cash flows

Annual Report 2020-21 143

 Standalone Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

include all other transaction costs paid or received, tax loss or credit. Unrecognised deferred tax assets are
premiums or discounts if any, etc. re-assessed at each reporting date and are recognised
to the extent that it has become probable that future
Dividend income
taxable profits will allow the deferred tax asset to be
Dividend income is recognised at the time when right to recovered.
receive the payment is established, which is generally
Deferred tax assets and liabilities are measured at the
when the shareholders approve the dividend.
tax rates that are expected to apply in the year when
c. Inventories the asset is realised or the liability is settled, based
Inventories are valued at the lower of cost and net on tax rates (and tax laws) that have been enacted or
realisable value. Costs incurred in bringing each substantively enacted at the reporting date. Deferred
product to its present location and condition are tax relating to items recognised outside the statement
accounted for as follows: of profit and loss is recognised outside statement of
• Raw materials: cost includes cost of purchase and profit and loss (in OCI or equity depending upon the
other costs incurred in bringing the inventories treatment of underlying item).
to their present location and condition. Cost is e. Cash and cash equivalents
determined on first in, first out basis. Cash and cash equivalent in the balance sheet
• Finished goods and intermediate products comprise cash at banks and on hand and short-term
(including manufactured components): cost deposits with original maturities of three months or
includes cost of direct materials and labour and a less that are readily convertible to known amounts of
proportion of manufacturing overheads based on cash and which are subject to an insignificant risk of
the normal operating capacity. Cost is determined changes in value.
on first in, first out basis.
f. Foreign currency transactions
• Stores and spares, consumables and packing
The financial statements are presented in Indian
materials cost includes direct expenses and is
Rupee (‘`’) which is also the functional currency of the
determined on the basis of first in first out method.
Company.
Net realisable value is the estimated selling price in
Foreign currency transactions are translated into the
the ordinary course of business, less estimated costs
functional currency using the exchange rates at the
of completion and the estimated costs necessary to
dates of the transactions. Foreign exchange gains
make the sale.
and losses resulting from the settlement of such
d. Income taxes transactions and from the translation of monetary
Tax expense recognised in the statement of profit and assets and liabilities denominated in foreign currencies
loss comprises the sum of deferred tax and current tax at year end exchange rates are generally recognised in
not recognised in Other Comprehensive Income (OCI) profit or loss.
or directly in equity. Foreign exchange differences regarded as an
Current tax is measured at the amount expected to adjustment to borrowing costs are presented in the
be paid to the tax authorities in accordance with the statement of profit and loss, within finance costs. All
Income-tax Act, 1961. Current tax relating to items other foreign exchange gains and losses are presented
recognised outside statement of profit and loss is in the statement of profit and loss on a net basis within
recognised outside statement of profit and loss (i.e. other income/expenses, as the case maybe.
in OCI or equity depending upon the treatment of g. Financial instruments
underlying item).
Initial recognition and measurement
Deferred tax liabilities are generally recognised in full
Financial assets and financial liabilities are recognised
for all taxable temporary differences. Deferred tax
when the Company becomes a party to the contractual
assets are recognised to the extent that it is probable
provisions of the financial instrument and are
that the underlying tax loss, unused tax credits or
measured initially at fair value adjusted for transaction
deductible temporary difference will be utilised against
costs, except for those carried at fair value through
future taxable income. This is assessed based on
profit or loss which are measured initially at fair value.
the Company’s forecast of future operating results,
Subsequent measurement of financial assets and
adjusted for significant non-taxable income and
financial liabilities is described below:
expenses and specific limits on the use of any unused

144 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Non-derivative financial assets of default occurring as the weights. When estimating

Subsequent measurement the cash flows, the Company is required to consider:

i. Financial assets carried at amortised cost – A • All contractual terms of the financial assets
financial asset is measured at the amortised cost, (including prepayment and extension) over the
if both the following conditions are met: expected life of the assets.

• The asset is held within a business model • Cash flows from the sale of collateral held or
whose objective is to hold assets for other credit enhancements that are integral to the
collecting contractual cash flows, and contractual terms.

• Contractual terms of the asset give rise on Trade receivables: In respect of trade receivables, the
specified dates to cash flows that are solely Company applies the simplified approach of Ind AS
payments of principal and interest (SPPI) on 109, which requires measurement of loss allowance
the principal amount outstanding. at an amount equal to lifetime expected credit losses.
Lifetime expected credit losses are the expected credit
After initial measurement, such financial assets
losses that result from all possible default events over
are subsequently measured at amortised cost
the expected life of a financial instrument.
using the effective interest rate (EIR) method.
Other financial assets: In respect of its other financial
ii. Investments in equity instruments – The
assets, the Company assesses if the credit risk on
Company subsequently measures all equity
those financial assets has increased significantly since
investments (other than subsidiaries) at fair value
initial recognition. If the credit risk has not increased
(either through profit or loss or through other
significantly since initial recognition, the Company
comprehensive income). Dividends from such
measures the loss allowance at an amount equal to
investments are recognised in the statement of
12-month expected credit losses, else at an amount
profit or loss as other income when the Company’s
equal to the lifetime expected credit losses.
right to receive payments is established.
When making this assessment, the Company uses
iii. Financial assets carried at fair value through
the change in the risk of a default occurring over
other comprehensive income (FVTOCI) – A
the expected life of the financial asset. To make
financial asset is measured at FVTOCI if it is
that assessment, the Company compares the risk
held within a business model whose objective
of a default occurring on the financial asset as at
is achieved by both collecting contractual cash
the balance sheet date with the risk of a default
flows on specified dates that are solely payments
occurring on the financial asset as at the date of initial
of principal and interest on the principal amount
recognition and considers reasonable and supportable
outstanding and selling the financial asset. Fair
information, that is available without undue cost or
value movements are recognised in the other
effort, that is indicative of significant increases in
comprehensive income (OCI). However, the
credit risk since initial recognition. The Company
Company recognises interest income, impairment
assumes that the credit risk on a financial asset has
losses and reversals in the statement of profit and
not increased significantly since initial recognition if
loss. On derecognition of the asset, cumulative
the financial asset is determined to have low credit risk
gain or loss previously recognised in OCI is
at the balance sheet date.
reclassified from equity to the statement of profit
and loss. De-recognition of financial assets

Impairment of financial assets A financial asset is primarily de-recognised when the

contractual rights to receive cash flows from the asset
In accordance with Ind AS 109, the Company applies
have expired or the Company has transferred its rights
expected credit loss (ECL) model for measurement
to receive cash flows from the asset.
and recognition of impairment loss for financial assets.
ECL is the weighted-average of difference between all Non-derivative financial liabilities
contractual cash flows that are due to the Company Subsequent measurement at amortised cost
in accordance with the contract and all the cash flows
Subsequent to initial recognition, all non-derivative
that the Company expects to receive, discounted at the
financial liabilities are measured at amortised cost
original effective interest rate, with the respective risks
using the effective interest method.

Annual Report 2020-21 145

 Standalone Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Subsequent measurement at fair value recognised on the date of sale and is computed with
The Company has classified contingent consideration reference to the original cost of the investment sold.
under business combination as financial liability. Such j. Property, plant and equipment (‘PPE’)
financial liability is subsequently measured at fair value
Recognition and initial measurement
with changes in fair value recognised in the statement
Property, plant and equipment are stated at their
of profit and loss.
cost of acquisition. The cost comprises purchase
De-recognition of financial liabilities
price, borrowing cost if capitalisation criteria are met
A financial liability is de-recognised when the obligation and directly attributable cost of bringing the asset to
under the liability is discharged or cancelled or expires. its working condition for the intended use. Any trade
When an existing financial liability is replaced by another discount and rebates are deducted in arriving at the
from the same lender on substantially different terms purchase price. Subsequent costs are included in the
or the terms of an existing liability are substantially asset’s carrying amount or recognised as a separate
modified, such an exchange or modification is treated asset, as appropriate, only when it is probable that
as the de-recognition of the original liability and the future economic benefits associated with the item will
recognition of a new liability. The difference in the flow to the Company and definition of asset is met. All
respective carrying amounts is recognised in the other repair and maintenance costs are recognised in
statement of profit or loss. the statement of profit or loss as incurred.
Derivative financial instruments In case an item of property, plant and equipment is
Derivatives are initially recognised at fair value on acquired on deferred payment basis, interest expenses
the date a derivative contract is entered into and are included in deferred payment is recognised as interest
subsequently re-measured to their fair value at the end expense and not included in cost of asset.
of each reporting period. Subsequent measurement (depreciation and useful
lives)
Offsetting of financial instruments
Depreciation on property, plant and equipment
Financial assets and financial liabilities are offset
is provided on straight line method based on life
and the net amount is reported in the balance sheet
prescribed as per Schedule II of the Companies Act,
if there is a currently enforceable legal right to offset
2013.
the recognised amounts and there is an intention to
settle on a net basis, to realise the assets and settle the Block of asset Useful life as per
liabilities simultaneously. Companies Act, 2013
(in years)
h. Fair value of financial instruments
Building 30
In determining the fair value of its financial
Plant and machinery 15
instruments, the Company uses a variety of methods
Computer 3
and assumptions that are based on market conditions
and risks existing at each reporting date. The methods Furniture and fixture 10
used to determine fair value include discounted cash Office equipment 5
flow analysis, available quoted market prices and Vehicles 8 – 10
dealer quotes. All methods of assessing fair value Leasehold improvements Lease term
result in general approximation of value, and such
value may never actually be realised. For financial De-recognition
assets and liabilities maturing within one year from the An item of property, plant and equipment and any
Balance Sheet date and which are not carried at fair significant part initially recognised is de-recognised
value, the carrying amounts approximate fair value due upon disposal or when no future economic benefits
to the short maturity of these instruments. are expected from its use or disposal. Any gain or
loss arising on de-recognition of the asset (calculated
i. Investments in subsidiaries
as the difference between the net disposal proceeds
The Company has measured for its investment
and the carrying amount of the asset) is included in
in subsidiaries at cost in its financial statements
the statement of profit and loss when the asset is de-
in accordance with Ind AS 27, Separate Financial
recognised.
Statements. Profit/loss on sale of investments is

146 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

k. Intangible assets l. Capital work-in progress

Recognition, initial measurement and subsequent Cost of material consumed and erection charges
measurement thereon along with other direct cost incurred by the
Intangible assets acquired separately are measured Company for the projects are shown as capital work-
on initial recognition at cost. Following initial in-progress until capitalisation.
recognition, intangible assets are carried at cost less m. Impairment of non-financial assets
any accumulated amortisation and accumulated
At each reporting date, the Company assesses
impairment losses. Internally generated intangibles,
whether there is any indication based on internal/
excluding capitalised development costs, are not
external factors, that an asset may be impaired. If
capitalised and the related expenditure is reflected in
profit or loss in the period in which the expenditure is any such indication exists, the Company estimates
incurred. the recoverable amount of the asset. The recoverable
amount is higher of an asset’s fair value less costs
Goodwill is not amortised but it is tested for impairment
of disposal and value in use. For this purpose, assets
annually, or more frequently if events or changes in
are grouped at the lowest levels for which there are
circumstances indicate that it might be impaired, and
separately identifiable cash inflows which are largely
is carried at cost less accumulated impairment losses.
independent of the cash inflows from other assets
Research and development costs or group of assets (cash generating units). If such
Research costs are expensed as incurred. Development recoverable amount of the asset or the recoverable
expenditures on an individual project are recognised amount of the cash generating unit to which the asset
as an intangible asset when the Company can belongs is less than its carrying amount, the carrying
demonstrate: amount is reduced to its recoverable amount and
• The technical feasibility of completing the the reduction is treated as an impairment loss and is
intangible asset so that the asset will be available recognised in the statement of profit and loss. If at
for use or sale the balance sheet date, there is an indication that a
• Its intention to complete and its ability and previously assessed impairment loss no longer exists,
intention to use or sell the asset the recoverable amount is reassessed and the asset
is reflected at the recoverable amount subject to a
• How the asset will generate future economic
maximum of depreciated historical cost and the same
benefits
is accordingly reversed in the statement of profit and
• The availability of resources to complete the asset loss.
• The ability to measure reliably the expenditure
n. Right of use assets and lease liabilities
during development
For all existing and new contract on or after 01 April
Following initial recognition of the development
2019, the Company considers whether a contract is,
expenditure as an asset, the asset is carried at cost
less any accumulated amortisation and accumulated or contains a lease. A lease is defined as ‘a contract,
impairment losses. Amortisation of the asset begins or part of a contract, that conveys the right to use an
when development is complete and the asset is asset (the underlying asset) for a period of time in
available for use. It is amortised over the period of exchange for consideration’.
expected future benefit. Amortisation expense is The Company as a lessee
recognised in the statement of profit and loss unless
Classification of leases
such expenditure forms part of carrying value of
another asset. The Company enters into leasing arrangements for
various assets. The assessment of the lease is based
During the period of development, the asset is tested
on several factors, including, but not limited to, transfer
for impairment annually.
of ownership of leased asset at end of lease term,
Amortisation methods and periods lessee’s option to extend/purchase etc.
The Company amortises intangible assets with a finite
Recognition and initial measurement
useful life using the straight-line method over the
At lease commencement date, the Company
following periods:
recognises a right-of-use asset and a lease liability on
Block of asset Useful life (in years)
the balance sheet. The right-of-use asset is measured
Computer softwares 6
at cost, which is made up of the initial measurement
Development costs 7

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of the lease liability, any initial direct costs incurred by o. Borrowing costs
the Company, an estimate of any costs to dismantle Borrowing costs directly attributable to the acquisitions,
and remove the asset at the end of the lease (if any), construction or production of a qualifying asset are
and any lease payments made in advance of the lease capitalised during the period of time that is necessary
commencement date (net of any incentives received). to complete and prepare the asset for its intended
Subsequent measurement use or sale. Other borrowing costs are expensed in
The Company depreciates the right-of-use assets on a the period in which they are incurred and reported in
straight-line basis from the lease commencement date finance costs.
to the earlier of the end of the useful life of the right-of- A qualifying asset is one that necessarily takes
use asset or the end of the lease term. The Company substantial period of time to get ready for its intended
also assesses the right-of-use asset for impairment use. Capitalisation of borrowing costs is suspended
when such indicators exist. in the period during which the active development is
At lease commencement date, the Company measures delayed due to, other than temporary, interruption.
the lease liability at the present value of the lease p. Provisions, contingent liabilities and contingent
payments unpaid at that date, discounted using the assets
interest rate implicit in the lease if that rate is readily
Provisions are recognised when present obligations as
available or the Company’s incremental borrowing rate.
a result of a past event will probably lead to an outflow
Lease payments included in the measurement of the
of economic resources and amounts can be estimated
lease liability are made up of fixed payments (including
reliably. Timing or amount of the outflow may still be
in substance fixed payments) and variable payments
uncertain. A present obligation arises when there is
based on an index or rate. Subsequent to initial
a presence of a legal or constructive commitment
measurement, the liability will be reduced for payments
that has resulted from past events, for example, legal
made and increased for interest. It is re-measured to
disputes or onerous contracts. Provisions are not
reflect any reassessment or modification, or if there
recognised for future operating losses.
are changes in in-substance fixed payments. When
Provisions are measured at the estimated expenditure
the lease liability is re-measured, the corresponding
required to settle the present obligation, based on the
adjustment is reflected in the right-of-use asset.
most reliable evidence available at the reporting date,
The Company has elected to account for short-term
including the risks and uncertainties associated with
leases and leases of low-value assets using the
the present obligation. Provisions are discounted to
practical expedients. Instead of recognizing a right-of-
their present values, where the time value of money is
use asset and lease liability, the payments in relation
material.
to these are recognised as an expense in statement of
All provisions are reviewed at each reporting date and
profit and loss on a straight-line basis over the lease
adjusted to reflect the current best estimate.
term.
In those cases where the outflow of economic resources
The Company as a lessor
as a result of present obligations is considered
Leases for which the Company is a lessor is classified improbable or remote, no liability is recognised.
as a finance or operating lease. Whenever the terms of
Contingent liability is disclosed for:
the lease transfer substantially all the risks and rewards
• Possible obligations which will be confirmed only
of ownership to the lessee, the contract is classified
by future events not wholly within the control of
as a finance lease. All other leases are classified as
the Company or
operating leases.
• Present obligations arising from past events where
When the Company is an intermediate lessor, it
it is not probable that an outflow of resources will
accounts for its interests in the head lease and the
be required to settle the obligation or a reliable
sublease separately. The sublease is classified as a
estimate of the amount of the obligation cannot
finance or operating lease by reference to the right-of-
be made.
use asset arising from the head lease.
Contingent assets are not recognised. However, when
For operating leases, rental income is recognised on a
inflow of economic benefits is probable, related asset
straight-line basis over the term of the relevant lease.
is disclosed.

148 Amber Enterprises India Limited

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q. Government grants payable is recognised as an expense in the period in

Grants from the government are recognised at their which services are rendered by the employee.
fair value where there is a reasonable assurance that Short-term employee benefits
the grant will be received and the Company will comply
Expense in respect of other short-term benefits is
with all attached conditions.
recognised on the basis of the amount paid or payable
Government grants relating to income are deferred for the period during which services are rendered by
and recognised in the profit or loss over the period the employee.
necessary to match them with the costs that they are
s. Non-current assets held for sale
intended to compensate and presented within other
income. An entity shall classify a non-current asset (or disposal
group) as held for sale if its carrying amount will be
Government grants relating to the purchase of property,
recovered principally through a sale transaction rather
plant and equipment are included in non-current
than through continuing use. This condition is regarded
liabilities as deferred income and are credited to profit
as met only when the asset is available for immediate
or loss on a straight-line basis over the expected
sale in its present condition subject only to terms
lives of the related assets and presented within other
that are usual and customary for sale of such asset
income.
and its sale is highly probable. Management must be
r. Employee benefits committed to sale which should be expected to qualify
Expenses and liabilities in respect of employee benefits for recognition as a completed sale within one year
are recorded in accordance with Indian Accounting from the date of classification.
Standard 19- Employee Benefits. Non-current assets classified as held for sale are
Defined benefit plans (gratuity) presented separately and measured at the lower of
their carrying amounts immediately prior to their
The Company operates one defined benefit plan for its
classification as held for sale and their fair value less
employees, viz. gratuity. The cost of providing benefits
costs to sell. However, some held for sale assets such
under this plan is determined on the basis of actuarial
as financial assets, assets arising from employee
valuation at each year-end using the projected unit
benefits and deferred tax assets, continue to be
credit method. Actuarial gain and loss for the defined
measured in accordance with the Company’s relevant
benefit plan is recognised in full in the period in which
accounting policy for those assets. Once classified as
they occur in other comprehensive income.
held for sale, the assets are not subject to depreciation
Other long term benefits or amortisation.
Accumulated leave expected to be carried forward t. Earnings per share
beyond twelve months, is treated as long term
Basic earnings per share is calculated by dividing the
employee benefit. Such long term compensated
net profit or loss for the period attributable to equity
absences are provided for based on the actuarial
shareholders (after deducting attributable taxes) by the
valuation using the projected unit credit method at the
weighted average number of equity shares outstanding
year end. Accumulated leave, which is expected to be
during the period. The weighted average number of
utilised within the next 12 months, is treated as short
equity shares outstanding during the period is adjusted
term employee benefit.
for events including a bonus issue.
Liability under continuity linked key resource and
For the purpose of calculating diluted earnings per
deferred salary schemes is provided for on actuarial
share, the net profit or loss for the period attributable to
valuation basis, which is done as per the projected unit
equity shareholders and the weighted average number
credit method at the end of each financial period.
of shares outstanding during the period are adjusted
Defined contribution plans for the effects of all dilutive potential equity shares.
Provident Fund u. Segment reporting
The Company makes contribution to statutory Operating segments are reported in a manner
provident fund in accordance with Employees Provident consistent with the internal reporting done to the chief
Fund and Miscellaneous Provisions Act, 1952. The plan operating decision maker. The Company operates in a
is a defined contribution plan and contribution paid or single operating segment and geographical segment.

Annual Report 2020-21 149

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3. Recent accounting pronouncement assumptions about recognition and measurement of

assets, liabilities, income and expenses.
On 24 March 2021, the Ministry of Corporate Affairs (MCA),
notified amendments in Schedule III to the Companies The actual results are likely to differ from the judgments,
Act, 2013 effective from 01 April 2021. Following are estimates and assumptions made by management, and will
key amended provisions which may have impact on the seldom equal the estimated results.
presentation of the standalone financial statements of the Information about significant judgments, estimates and
Company: assumptions that have the most significant effect on
recognition and measurement of assets, liabilities, income
Balance sheet:
and expenses are discussed below:
• Certain additional disclosures in the statement of
Significant judgements:
changes in equity such as changes in equity share
capital due to prior period errors and restated balances (i) Evaluation of indicators for impairment of non-
at the beginning of the current reporting period. financial assets
• Specified format for disclosure of shareholding of The evaluation of applicability of indicators of
promoters. impairment of non-financial assets requires
• Specified format for ageing schedule of trade assessment of several external and internal factors
receivables, trade payables, capital work-in-progress which could result in deterioration of recoverable
and intangible assets under development. amount of the assets.

• If a Company has not used funds for the specific (ii) Recognition of deferred tax assets
purpose for which it was borrowed from banks and The extent to which deferred tax assets can be
financial institutions, then disclosure of details of recognised is based on an assessment of the
where it has been used. probability of the future taxable income against which
• Reconciliation of quarterly statement of current assets the deferred tax assets can be utilised. The recognition
submitted to bank/financial institution for secured of deferred tax assets and reversal thereof is based on
borrowings with books of accounts and disclosure of estimates of future taxable profits.
material discrepancy, if any.
(iii) Contingent liabilities
• Specific disclosure under ‘additional regulatory
The Company is the subject of certain legal proceedings
requirement’ such as compliance with approved
which are pending in various jurisdictions. Due to the
schemes of arrangements, compliance with number of
uncertainty inherent in such matters, it is difficult to
layers of companies, title deeds of immovable property
predict the final outcome of such matters. The cases
not held in name of Company, loans and advances
and claims against the Company often raise difficult
to promoters, promoters’ shareholding, directors,
and complex factual and legal issues, which are subject
key managerial personnel (KMP) and related parties,
to many uncertainties, including but not limited to the
details of benami property held etc.
facts and circumstances of each particular case and
Statement of profit and loss: claim, the jurisdiction and the differences in applicable
• Additional disclosures relating to undisclosed income, law. In the normal course of business, management
Corporate Social Responsibility (CSR) and crypto or consults with legal counsel and certain other experts
virtual currency specified under the head ‘additional on matters related to litigation and taxes. The Company
information’ in the notes to the standalone financial accrues a liability when it is determined that an adverse
statements. outcome is probable and the amount of the loss can be
reasonably estimated.
• Disclosure of specified financial ratios such as current
ratio, debt equity ratio, DSCR, ROE, Turnover ratios, Net Sources of estimation uncertainty:
profit ratio, ROCE, ROI etc. (i) Provisions
The Company is currently evaluating the impact of these At each balance sheet date, basis the management
amendments on its standalone financial statements. judgment, changes in facts and legal aspects, the
Significant accounting judgments, estimates and Company assesses the requirement of provisions
assumptions against the outstanding guarantees. However,
the actual future outcome may be different from
When preparing the financial statements management
management’s estimates.
undertakes a number of judgments, estimates and

150 Amber Enterprises India Limited

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(ii) Fair valuation of financial instruments (iii) Recoverability of advances/receivables

Management applies valuation techniques to At each balance sheet date, based on historical
determine the fair value of financial instruments default rates observed over expected life, the
(where active market quotes are not available). This management assesses the expected credit loss
involves developing estimates and assumptions on outstanding receivables and advances.
consistent with how market participants would
price the instrument.

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152
4. Property, plant and equipment

(All amounts in ` in lakh unless otherwise stated)

Description Freehold Leasehold Buildings Leasehold Plant and Plant and Furniture Vehicles Office Computers Right Right of Total
land land improvements equipment equipment and fixtures equipment of Use- Use- Land
(Owned) (Leasehold) Plant and
equipment
Gross Block
As at 01 April 2019 1,567.67 1,919.80 10,453.03 56.52 51,672.18 2,707.04 402.09 405.05 507.55 418.69 - - 70,109.62
Adjustment on transition to Ind AS 116 - - - - - - - - - - - 1,327.45 1,327.45
Reclassified on account of adoption of Ind - (1,919.80) - - - (481.16) - - - - 481.16 1,919.80 -
AS 116
Additions - - 1,870.38 44.85 7,129.42 - 99.25 51.02 186.92 112.86 - - 9,494.70
Disposals/adjustments - - (0.29) - 2,063.50 (2,225.88) (0.10) (1.20) (1.38) - - - (165.35)
Classified as held for sale (135.19) - (112.30) - - - - - - - - - (247.49)
As at 31 March 2020 1,432.48 - 12,210.82 101.37 60,865.10 - 501.24 454.87 693.09 531.55 481.16 3,247.25 80,518.93
Additions 927.70 - 544.28 3.76 6,417.45 - 37.42 45.72 75.26 93.45 - - 8,145.04
Disposals/adjustments - - (3.89) - (835.86) - (1.04) (60.75) (1.84) (1.62) - - (905.00)
As at 31 March 2021 2,360.18 - 12,751.21 105.13 66,446.69 - 537.62 439.84 766.51 623.38 481.16 3,247.25 87,758.97
Accumulated depreciation
As at 01 April 2019 - 132.34 1,435.80 36.77 16,603.25 688.76 175.56 157.90 301.38 293.66 - - 19,825.42
Reclassified on account of adoption of - (132.34) - - - (94.80) - - - - 94.80 132.34 -
Ind AS 116
Charge for the year - - 347.76 1.92 3,486.39 - 40.48 65.39 84.93 63.06 30.56 178.52 4,299.01
Disposals/adjustments - - (0.28) - 527.09 (593.96) (0.10) (1.20) (1.38) - - - (69.83)
Classified as held for sale - - (21.90) - - - - - - - - - (21.90)
As at 31 March 2020 - - 1,761.38 38.69 20,616.73 - 215.94 222.09 384.93 356.72 125.36 310.86 24,032.70
Charge for the year - - 390.46 2.27 3,701.66 - 44.89 45.28 108.67 89.00 121.66 182.18 4,686.07
Disposals/adjustments - - (3.70) - (268.27) - (0.78) (8.00) (1.78) (1.60) - - (284.14)
As at 31 March 2021 - - 2,148.14 40.96 24,050.12 - 260.05 259.37 491.82 444.12 247.02 493.04 28,434.63
Net block as at 31 March 2020 1,432.48 - 10,449.44 62.68 40,248.37 - 285.30 232.78 308.16 174.83 355.80 2,936.39 56,486.23
Net block as at 31 March 2021 2,360.18 - 10,603.07 64.17 42,396.57 - 277.57 180.47 274.69 179.26 234.14 2,754.21 59,324.34
Notes:

(i) Contractual obligations

Refer note 44 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

(ii) Right-of-use assets

Refer note 50 for information on right of use assets.
(iii) Refer note 59 for Research and development (R&D) expenditure.
(iv) During the year, there was an impairment loss on property, plant and equipment amounting to ` 173.28 lakh.

Amber Enterprises India Limited

Standalone Statements
 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

5. Capital work-in-progress

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Capital work-in-progress 1,905.26 213.22
1,905.26 213.22

Notes:
(i) During the year, expenses aggregating to ` 184.24 (previous year: ` 281.37 lakh), net off scrap income have been
capitalised under capital work-in-progress. The aforesaid expenses comprises of raw material consumption, personnel
costs, power and fuel charges and other related expenses. The assets are capitalised when they are available for use.
(ii) Movement in capital work in progress:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Capital work-in-progress as at 01 April 2019 752.29
Add: additions during the year 281.37
Less: capitalisation during the year (820.44)
Capital work-in-progress as at 31 March 2020 213.22
Add: additions during the year 1,905.26
Less: capitalisation during the year (213.22)
Capital work-in-progress as at 31 March 2021 1,905.26

6. Investment property

(All amounts in ` in lakh unless otherwise stated)

Description Freehold land Total
Gross carrying value
As at 01 April 2019 432.31 432.31
Additions - -
Disposals - -
As at 31 March 2020 432.31 432.31
Additions - -
Disposals (432.31) (432.31)
As at 31 March 2021 - -
Accumulated depreciation
As at 01 April 2019 - -
Charge for the year - -
As at 31 March 2020 - -
Charge for the year - -
As at 31 March 2021 - -
Net block as at 31 March 2020 432.31 432.31
Net block as at 31 March 2021 - -

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Notes:

(i) Amount recognised in statement of profit and loss for investment property
(All amounts in ` in lakh unless otherwise stated)
Particulars As at As at
31 March 2021 31 March 2020
Rental income 35.42 36.00
Direct operating expenses that generated rental income - -
Direct operating expenses that did not generate rental income - -
Profit from leasing of investment property 35.42 36.00
Depreciation - -
Profit after depreciation 35.42 36.00
(ii) The aforementioned investment property was leased to a tenant under long term operating lease agreement with rentals
payable monthly. However, the lease could be terminated by either of the parties during the term, hence the same was
considered as cancellable and accordingly no lease disclosure was given, as required by Ind AS 116 “Leases” during the
previous year. The said property given on lease is sold by the Company during the year and hence, the lease is terminated.

(iii) Fair value of investment property

(All amounts in ` in lakh unless otherwise stated)
Particulars As at As at
31 March 2021 31 March 2020
Fair value - 641.67
The Company obtained independent valuations for its investment property during the previous year. The best evidence
of fair value was current prices in an active market for similar properties. Where such information was not available, the
Company considered information from a variety of sources such as current prices in an active market for properties of
different nature or recent prices of similar properties in less active markets, adjusted to reflect those differences.
These valuations were based on valuations performed by accredited independent valuer. Fair value was based on market
value approach. The fair value measurement was categorised in Level 3 of fair value hierarchy. There had been no
restriction on disposal of property or remittance of income and proceeds of disposal.

7. Intangible assets

(All amounts in ` in lakh unless otherwise stated)

Description Goodwill Softwares Product Total intangible
development assets
Gross block
Balance as at 01 April 2019 29.60 838.22 10,712.10 11,550.32
Additions - 263.24 3,662.29 3,925.53
Disposals - - - -
Balance as at 31 March 2020 29.60 1,101.46 14,374.39 15,475.85
Additions - 339.82 2,155.58 2,495.40
Disposals - (3.96) (132.76) (136.72)
Balance as at 31 March 2021 29.60 1,437.32 16,397.21 17,834.53
Accumulated amortisation
Balance as at 01 April 2019 29.60 277.32 4,565.53 4,842.85
Charge for the year - 149.98 1,657.55 1,807.53
Disposals - - - -
Balance as at 31 March 2020 29.60 427.30 6,223.08 6,650.38
Charge for the year - 175.80 1,889.02 2,064.82
Disposals - (3.96) (132.76) (136.72)
Balance as at 31 March 2021 29.60 599.14 7,979.34 8,578.48
Net block as at 31 March 2020 - 674.16 8,151.31 8,825.47
Net block as at 31 March 2021 - 838.18 8,417.87 9,256.05
Amortisation for the year has been included in line item ‘Depreciation and amortisation expense’ in statement of profit and
loss.

154 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

8. Intangible assets under development

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Intangible assets under development 553.61 -
553.61 -

Notes:
(i) Movement in intangible assets under development:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Intangible assets under development as at 01 April 2019 1,757.90
Add: additions during the year 1,971.39
Less: capitalisation during the year (3,729.29)
Intangible assets under development as at 31 March 2020 -
Add: additions during the year 2,709.19
Less: capitalisation during the year (2,155.58)
Intangible assets under development as at 31 March 2021 553.61

(ii) During the year, expenses aggregating to ` 2,709.19 lakh (previous year: ` 1,937.38 lakh), net off scrap income have been
capitalised under intangible assets under development. The aforesaid expenses comprises of raw material consumption,
personnel costs, power and fuel charges and other related expenses.
(iii) Refer note 59 for Research and development (R&D) expenditure.

9. Non-current investments

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Investment in equity instruments (unquoted, at cost)^
Investment in subsidiaries (Fully paid equity shares)*:
3,642,100 (previous year: 3,642,100) equity shares of PICL (India) Private Limited 5,030.32 5,030.32
2,000,000 (previous year: 2,000,000) equity shares of Appserve Appliance Private 200.00 200.00
Limited [refer note (i)]
1,320,613 (previous year: 1,320,613) equity shares of IL JIN Electronics (India) 5,442.50 5,442.50
Private Limited
3,832,127 (previous year: 3,832,127) equity shares of Ever Electronics Private 2,143.61 2,143.61
Limited [refer note (ii)]
45,000 (previous year: 36,000) equity shares of Sidwal Refrigeration Industries 21,199.44 21,199.44
Private Limited (face value of ` 1,000 each) [refer note (iii)]
Investment in bonds (quoted)
Investment in others (Fair value through other comprehensive income):
HDFC Bank Limited: 500 8.85% Unsecured Non-Convertible Perpetual 5,512.67 -
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series
I (with first Call Option 12 May 2022) of ` 1,000,000 each, fully paid
39,528.54 34,015.87
Less : Impairment in value of investment [refer note (i)] (170.00) (170.00)
Total 39,358.54 33,845.87

Annual Report 2020-21 155

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Aggregate amount of quoted investments and market value thereof 5,512.67 -
Aggregate amount of unquoted investments (net of impairment) 33,845.87 33,845.87
Aggregate amount of impairment in the value of investments 170.00 170.00
^Investments in subsidiaries are measured at cost as per Ind AS 27 ‘Separate Financial Statements’.
*All equity shares are of ` 10 each unless otherwise stated.

Current investments

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Investment in bonds (quoted)
Investment in others (Fair value through other comprehensive income):
State Bank of India: 250 9.00% Unsecured Non-Convertible Perpetual 2,654.43 -
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series
I (with first Call Option 06 September 2021) of ` 1,000,000 each, fully paid
State Bank of India: 250 8.75% Unsecured Non-Convertible Perpetual 2,640.04 -
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series
II (with first Call Option 27 September 2021) of ` 1,000,000 each, fully paid
5,294.47 -
Aggregate amount of quoted investments and market value thereof 5,294.47 -

Information about subsidiaries is as follows:

(All amounts in ` in lakh unless otherwise stated)

Sl. Name of the entity Principal place Proportion Proportion
No. of of ownership of ownership
business (%) as at (%) as at
31 March 2021 31 March 2020
1 PICL (India) Private Limited India 100 100
2 Appserve Appliance Private Limited [refer note (i) below] India 100 100
3 IL JIN Electronics (India) Private Limited India 70 70
4 Ever Electronics Private Limited [refer note (ii) below] India 70 70
5 Sidwal Refrigeration Industries Private Limited [refer note India 100 80
(iii) below]

Notes:
(i) During the year ended 31 March 2018, the Company had incorporated a wholly owned subsidiary “Appserve Appliance
Private Limited” with the object of carrying out the business of repair, maintenance, installation, assembly and routine
servicing activities of all kinds of white goods i.e. room air conditioners, washing machines, refrigerators, consumer
durables and other similar equipment and components and to establish repair shops for the same along with other
related activities. Pursuant to the losses incurred and negative cashflows from operations being generated by the wholly
owned subsidiary, the management of the Company had carried out an impairment test for the investment held in the
wholly owned subsidiary. Basis the outcome of aforementioned impairment test, an impairment charge of ` 170.00 lakh
had been recorded in the financial year 2018-19. No further impairment charge has been recognised by the Company.

156 Amber Enterprises India Limited

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(ii) The Company had made an investment of ` 571.49 lakh for acquisition of 1,040,149 equity shares of Ever Electronics
Private Limited (“Ever”) on 30 March 2018 which represents 19% of the total share capital of Ever. The Company further
made an investment for acquisition of 2,791,978 equity shares comprising of 51% ownership stake for a consideration of
` 1,529.98 lakh on 17 October 2019. The balance as at 31 March 2020 represents 70% of total share capital of Ever.
Ever is engaged in the business of manufacturing, assembling and dealing in electronic assembled printed circuit boards
for home appliances and automobile products.
As on 01 October 2018, the Company had provided a corporate guarantee of ` 42.15 lakh to Ever Electronics Private
Limited in lieu of rights equivalent to majority shareholders despite being minority shareholder and therefore has effected
a control transfer. Accordingly Ever Electronics Private Limited has become subsidiary of the Company. (Refer note 26).
(iii) The Company has acquired 36,000 equity shares of Sidwal Refrigeration Industries Private Limited (“Sidwal”) on 02 May
2019, which represents 80% of the total share capital, by investing ` 15,172.89 lakh as initial sale shares consideration
out of which ` 14,652.18 lakh was paid at the date of acquisition and ` 520.71 lakh was recognised as initial deferred
consideration payable. The Company has also agreed to acquire the remaining 20% of total share capital of Sidwal
within twenty five months from the acquisition of initial shares and accordingly, recognised ` 6,026.55 as consideration
payable for acquisition of remaining shares. Further, the Company has paid ` 536.88 lakh to Sidwal against portion of
initial deferred consideration. During the year ended 31 March 2021, the Company has entered into Second amendment
to share purchase agreement for settlement of defferred consideration, refer note 26 for details related to deferred
consideration. Sidwal is engaged in the business of providing air-conditioning equipment for any type of application.

10. Loans (non-current)*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Unsecured, considered good
Security deposits (refer note 46) 646.76 869.28
Loan to related parties (refer note 46 and 56) 2,548.56 -
3,195.32 869.28
Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and
note 53 - Financial risk management for assessment of expected credit losses.
* The Company does not have any loans which are either credit impaired or where there is significant increase in credit risk.

11. Other financial assets (non-current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Bank deposits with more than 12 months maturity 10,016.99 3.31
Government grant receivable 34.13 61.32
Recoverable on account of electricity duty subsidy 195.70 -
10,246.82 64.63

Notes:
(i) Refer note 17(i) for bank deposits which are under restriction.
(ii) Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 53 - Financial risk management for assessment of expected credit losses.

Annual Report 2020-21 157

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12. Non-current tax assets (net)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Non-current tax assets - 227.48
- 227.48

13. Other non-current assets

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Capital advances 1,716.07 1,265.90
Balance with statutory authorities* 5.33 5.33
Prepaid expenses 73.85 244.27
1,795.25 1,515.50
* includes deposit paid under protest with statutory authorities (refer note 45)

14. Inventories

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
(Valued at lower of cost or net realisable value, unless otherwise stated)
Raw materials
- in hand 42,935.76 43,049.03
- in transit 7,476.43 3,485.91
Intermediate products (including manufactured components) 5,448.57 2,813.45
Finished goods 4,509.88 5,609.87
Stores, spares and other consumables 166.84 161.34
Packing materials 570.45 920.48
61,107.92 56,040.08

15. Trade receivables

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Trade receivables (refer note 46)
- Unsecured, considered good 92,074.35 77,636.02
- Credit impaired 44.68 32.42
92,119.03 77,668.44
Less: allowance for credit impaired receivables 44.68 32.42
92,074.35 77,636.02

158 Amber Enterprises India Limited

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Notes:
(i) The carrying values of trade receivables are considered to be a reasonable approximation of fair values.
(ii) Refer note 53 - Financial risk management for assessment of expected credit losses.

16. Cash and cash equivalents

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Balances with banks:
- in current and cash credit accounts 1,213.06 4,468.62
- deposits with original maturity less than three months 14,996.33 128.35
Cheques in hand - 305.00
Cash in hand 6.93 8.36
16,216.32 4,910.33
The carrying values are a reasonable approximate of their fair values.

17. Other bank balances

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Earmarked bank balances [refer note (i)] 9.71 0.28
Deposits with original maturity more than three months but less than twelve 10,593.00 4,256.58
months [refer note (ii)]
10,602.71 4,256.86
Notes:
(i) Earmarked balances with banks pertain to unclaimed dividends and
gratuity.
(ii) Bank deposits which are under restriction:
Fixed deposits with banks held as margin money for letter of credits, bank 20.59 93.18
guarantees, working capital facilities and buyers credit
Fixed deposits lodged with banks for issue of guarantees in favour of tax 6.26 5.90
authorities
26.85 99.08
(iii) The carrying values are a reasonable approximate of their fair values.

18. Loans (current)*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Unsecured, considered good
Security deposits (refer note 46) 1,631.59 1,083.14
Loans to employees and related parties (refer note 46) 112.55 112.15
Loans to others 50.24 -
1,794.38 1,195.29
* The Company does not have any loans which are either credit impaired or where there is significant increase in credit risk.

Notes:
(i) The carrying values are considered to be a reasonable approximation of fair values.

Annual Report 2020-21 159

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19. Other financial assets (current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Recoverable on account of budgetary support 28.78 2,931.72
Derivative asset 62.81 -
Recoverable on account of electricity duty subsidy 39.55 -
Other recoverable amounts 14.01 41.00
145.15 2,972.72
The carrying values are considered to be a reasonable approximation of fair values.

20. Other current assets

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Advances to suppliers (refer note 46) 759.31 1,049.20
Balances with statutory authorities 1,804.27 941.19
Prepaid expenses 243.24 213.12
2,806.82 2,203.51

21. Assets held for sale

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Land and building - 200.00
- 200.00

Notes:
(i) Details of assets held for sale :
The Company executed an agreement to sell for transfer of its premises in Kalamb, Himachal Pradesh for a consideration
of ` 200.00 lakh in the previous year. The said property is transfered during the year when permissions from Himachal
Pradesh Government Department was received.
(ii) Non-recurring fair value measurements
Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the
time of re-classification. A total write down of ` 25.60 lakh was made during the previous year on account of such
measurement for land and building. This is Level 3 measurement as per fair value hierarchy set out in fair value
measurement disclosures (refer note 52).

22. Equity share capital

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Authorised capital
45,000,000 (previous year : 45,000,000) Equity shares of ` 10 each 4,500.00 4,500.00
4,500.00 4,500.00
Issued, subscribed capital and fully paid up
33,693,731 (previous year : 31,446,540) Equity shares of ` 10 each 3,369.37 3,144.65
3,369.37 3,144.65

160 Amber Enterprises India Limited

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(i) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 each. Each holder of equity share is entitled
to one vote per share. In the event of liquidation of the Company, holders of equity shares will be entitled to receive any of
the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion
to the number of equity shares held by the shareholders.

(ii) Reconciliation of equity shares outstanding at the beginning and at the end of the year

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
No. of (` in lakh) No. of (` in lakh)
shares shares
Equity share capital of ` 10 each fully paid up
Balance at the beginning of the year 3,14,46,540 3,144.65 3,14,46,540 3,144.65
Add: Equity share capital issued on qualified institutions 22,47,191 224.72 - -
placement during the year (refer note v below)
Balance at the end of the year 3,36,93,731 3,369.37 3,14,46,540 3,144.65

(iii) Shareholders holding more than 5% of shares of the Company as at balance sheet date

(All amounts in ` in lakh unless otherwise stated)

Particulars As on As on
31 March 2021 31 March 2020
No. of % holding No. of % holding
shares shares
Mr. Jasbir Singh 70,59,165 20.95% 70,59,165 22.45%
Mr. Daljit Singh 60,74,205 18.03% 60,74,205 19.32%
Ascent Investment Holdings Pte. Limited 32,88,820 9.76% 65,77,639 20.92%

(iv) The Company has neither issued equity shares pursuant to contract without payment being received in cash or any
bonus shares nor has there been any buy-back of shares in the current year and five years immediately preceding the
balance sheet date.
(v) The Company through Qualified Institutional Placement (QIP) allotted 2,247,191 equity shares of face value of ` 10 each
to the eligible Qualified Institutional Buyers (QIB) at a issue price of 1,780 per equity share (including a premium of 1,770
per equity share) aggregating to ` 40,000 lakh on 10 September 2020. The issue was made in accordance with the
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the “SEBl ICDR Regulations”), and
Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder (the ‘‘Issue”).
Expenses incurred in relation to QIP amounting to ` 642.26 lakh has been adjusted from Securities Premium. Funds
received pursuant to QIP have been utilised towards the object stated in the placement document.

23. Other equity

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Securities premium
Balance at the beginning of the year 63,431.41 63,431.41
Add: Equity share capital issued on Qualified Institutions Placement during 39,775.28 -
the year [refer note 22(v)]
Less: Share issue expenses (642.26) -
Balance at the end of the year 1,02,564.43 63,431.41

Annual Report 2020-21 161

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(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
General reserve
Balance at the beginning and end of the year 337.32 337.32
Surplus in the statement of profit and loss
Balance at the beginning of the year 41,161.80 30,610.32
Add: Profit for the year 5,155.69 11,794.00
Add/(less): Other comprehensive loss:
Remeasurement of defined benefit obligations (net of tax) 8.72 (29.38)
Less: Equity dividend (Dividend per equity share ` 3.20) - (1,006.29)
Less: Tax on equity dividend - (206.85)
Balance at the end of the year 46,326.21 41,161.80
1,49,227.97 1,04,930.53

Nature and purpose of other equity

Securities premium
Securities premium represents premium received on issue of shares. The securities premium is being utilised in accordance
with the provisions of the Companies Act, 2013.

General reserve
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.
General reserve is created by a transfer from one component of “other equity” to another.

24. Long-term borrowings [refer note (i)]

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Secured
Term loans
from banks 10,630.87 4,162.89
from others 1,451.92 7,094.50
Vehicle loan
from banks - 3.26
12,082.79 11,260.65

162 Amber Enterprises India Limited

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Notes:
24 (i) For repayment terms of the outstanding long-term borrowings (including current maturities) refer the table below:

Annual Report 2020-21

(All amounts in ` in lakh unless otherwise stated)
S. Nature of loan Lender As at Nature of securities Interest rate Tenure of repayment
No.
31 March 2021 31 March 2020
Non- Current Non- Current
Current Current
1 Term loan RBL Bank 3,333.33 833.33 4,166.67 833.33 Exclusive charge by way of hypothecation on moveable fixed assets having minimum value of ` 7.00% p.a. 20 equal quarterly instalments
from bank Limited 6,140 lakh. ending in March 2026.

2 Term loan Tata Capital - - 4,625.00 375.00 Pari Passu charge by way of mortgage over property situated at Plot No.-D-36,37,38, Industrial 10.75% p.a. The loan has been repaid during
from others Financial area, Selaqui, Dehradun. Also, pari passu charge by way of hypothecation on moveable fixed (LTLR less the current year.
Services assets having minimum value of ` 6,000 lakh (WDV as on 31 March 2018). Also, pledge of 56% 7.75%)
Limited shares of Sidwal Refrigeration Industries Private Limited. It is also secured by personal guarantees
of Mr. Jasbir singh (Chairman & CEO and Director).
3 Term loan Bajaj Finance 1,454.55 363.64 2,500.00 500.00 Pari Passu charge by way of mortgage over property situated at Plot No.-D-36,37,38, Industrial 8.30% p.a. 20 equal quarterly instalments
from others Limited area, Selaqui, Dehradun. Also Pari passu charge by way of hypothecation on moveable fixed ending in March 2026.
Assets having minimum value of ` 6,000 lakh (WDV as on 31 March 2018). It is also secured by
Exclusive charge by way of hypothecation on moveable fixed Assets having minimum value of
` 2,000 lakh (WDV as on 31 March 2018) and also secured by pledge of 24% shares of Sidwal
Refrigeration Industries Private Limited.
4 Term loan Siemens - 52.76 52.76 202.69 Exclusive charge by way of hypothecation on equipment funded by term loan and non interest 10.75% 10 equal monthly installments
from others Financial bearing refundable security deposit amounting to ` 160.56 lakh. It is also secured by personal ending in January 2022
Services Private guarantees of Mr. Jasbir singh (Chairman & CEO and Director) and Mr. Daljit singh (Managing
Limited Director).
5 Vehicle loan HDFC Bank - 3.26 3.26 4.00 Hypothecation of specific vehicles purchased out of the proceeds of this loan 9.25% p.a. The loan is to be repaid as per the
from bank Limited repayment schedule in equivated
annual instalments.
6 Term loan HDFC Bank 2,000.00 - - - Extension of second ranking charge over existing primary and collateral securities including 6.50% p .a. 47 equal monthly installments
from bank Limited mortgages created in favour of the Bank. beginning from April 2022 and
ending in February 2026.
Overview
Corporate

7 Term loan Kotak Bank 1,803.99 70.01 - - Second charge on first pari passu hypothecation charge to be shared with Banks on all existing 6.00% p .a. 48 equal monthly installments
from bank Limited and future current assets and moveable fixed assets excluding exclusively charged with other (repo rate+2% beginning from February 2022
lenders and first pari passu equitable mortgage charge on immoveable properties being land p.a.) and ending in January 2026.
and building located at 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar
(Haryana) and C-1, Phase-II, Focal Point, Rajpura.
Reports

8 Term loan HDFC Bank 3,500.00 1,000.00 - - Exclusive Charge on movable fixed assets funded through term loan. Exclusive Charge by way of 7.35% p.a. 18 equal quarterly installments
Statutory

from bank Limited equitable mortgage on warehouse owned by the Company, located at Khasra Number 321/1 and beginning from February 2022
Khasra Number 321/1/1 , Village Selaqui Central Hope Town, Industrial Area, Tehsil Vikas Nagar, and ending in August 2025.
Pargana Pachwadoon, District -Dehradun.
Less : Unamortised processing fees (9.08) (87.04) -
Total 12,082.79 2,323.00 11,260.65 1,915.02

163
Financial
Statements

24 (ii) Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial liabilities measured at amortised cost and note 53 for the maturity profile of financial liabilities.
 Standalone Statements

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25. Lease liabilities

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Long term maturities of lease liabilities 867.71 963.30
867.71 963.30
Current maturities of lease liabilities 212.47 206.56
212.47 206.56
*For disclosures related to lease liabilities, note 46 - Related party disclosures and refer note 50 - Leases

26. Other financial liabilities (non-current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Corporate guarantee liability [refer note (i) below and note 46] - 31.61
Deferred consideration [refer note (ii) below] - 5,846.36
- 5,877.97
Notes:
(i) As on 01 October 2018, the Company had provided a corporate guarantee to Ever Electronics Private Limited in lieu
of rights equivalent to majority shareholders despite being minority shareholder and therefore has effected a control
transfer. The above balance represents fair value of corporate guarantee as at 31 March 2020. The loan against which
the said corporate guarantee was given has been repaid by Ever Electronics Private Limited during the year. Consequently,
corporate guarantee liability has been written back during the current year in the statement of profit and loss.
(ii) Deferred consideration includes initial deferred consideration for the acquisition of 80% stake of Sidwal and remaining
sale shares consideration for acquisition of 20% stake of Sidwal payable at the time of second closing. Remaining sale
shares consideration meets the definition of contingent consideration within the scope of Ind AS 109 and has been
measured at fair value on acquisition date and subsequently at fair value through statement of profit and loss. The
Company has entered into second amendment to share purchase agreement dated 17 September 2020 for settlement of
the deferred consideration and acquisition of remaining stake in the Sidwal. Consequently, the Company has extinguished
the deferred consideration liability by payment amounting to ` 4,873.74 lakh and recognised the gain amounting to
` 554.82 lakh.
Further, the Company has recognised the current deferred consideration liability amounting to ` 417.80 lakh for payment
of unrecovered receivables, pre-acquisition tax refunds etc. The same has been measured at amortised cost.
Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial liabilities and note 53 for the
maturity profile of financial liabilities.

27. Provisions (non-current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Provision for employee benefits*
Gratuity 268.66 274.06
Compensated absences 133.06 93.07
401.72 367.13
*For disclosures related to provision for employee benefits, refer note 51- Employee benefit obligations.

164 Amber Enterprises India Limited

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28. Deferred tax liabilities (net)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Deferred tax liability arising on account of :
Property, plant and equipment and intangible assets 7,158.20 6,451.29
Others - 5.15
Deferred tax asset arising on account of :
Provision for employee benefits 126.44 118.31
Financial assets and financial liabilities at amortised cost 74.88 68.12
Bonus 25.35 24.42
Allowance for credit impaired receivable 11.30 8.16
Tax credit (minimum alternative tax) 3,652.30 4,174.60
Deferred tax liabilities (net) 3,267.93 2,062.83

Movement in deferred tax liabilites

(All amounts in ` in lakh unless otherwise stated)
Particulars 01 April 2019 Recognised Recognised in Others 31 March 2020
in other statement of
comprehensive profit and loss
income
Liabilities
Property, plant and equipment and 7113.77 - (662.48) - 6,451.29
intangible assets
Others 3.10 - 2.05 - 5.15
Assets
Provision for employee benefits (140.99) (15.78) 38.46 - (118.31)
Financial assets and financial liabilities at (58.42) - (9.70) - (68.12)
amortised cost
Bonus (48.47) - 24.05 - (24.42)
Allowance for credit impaired receivable (10.82) - 2.66 - (8.16)
Tax credit (minimum alternative tax) (3,608.95) - (1,179.63) 613.97 (4,174.60)
Deferred tax liabilities (net) 3,249.22 (15.78) (1,784.59) 613.97 2,062.83

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April 2020 Recognised Recognised in Others 31 March 2021
in other statement of
comprehensive profit and loss
income
Liabilities
Property, plant and equipment and 6,451.29 - 706.91 - 7,158.20
intangible assets
Others 5.15 - (5.15) - -
Assets
Provision for employee benefits (118.31) 2.93 (11.06) - (126.44)
Financial assets and financial liabilities at (68.12) - (6.76) - (74.88)
amortised cost
Bonus (24.42) - (0.93) - (25.35)
Allowance for credit impaired receivable (8.16) - (3.14) - (11.30)
Tax credit (minimum alternate tax)/ (4,174.60) - 201.48 320.82 (3,652.30)
utilisation
Deferred tax liabilities (net) 2,062.83 2.93 881.35 320.82 3,267.93

Annual Report 2020-21 165

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29. Other non-current liabilities

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Deferred revenue* 178.14 205.68
178.14 205.68
*Represents government grant which is not covered under the scope of Ind AS 115. Refer note 58 for details.

30. Short-term borrowings

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Secured
Working capital demand loans 11,662.17 14,200.69
Cash credits 525.20 329.96
Buyers credit 4,260.52 -
Unsecured
Working capital demand loans - 1,500.00
16,447.89 16,030.65

Notes:

a. Details of security of short term borrowings for the year ended 31 March 2021
Cash Credits, Buyers Credit and Working Capital demand Loan facilities (except ICICI Bank on residuary charge) are
secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge
on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other
Banks/FIs) of the Company, first pari passu charge by way of mortgage of immovable properties located at Plot No.
C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar
(Haryana) in the name of the Company.

b. Terms of repayment and interest rate for the year ended 31 March 2021
Cash Credit from Banks amounting to ` 525.20 lakh, carrying interest rate in the range of 8.00% p.a. to 10.00% p.a. is
repayable on demand.
Working capital demand loans from Banks amounting to ` 11,662.17 lakh, carrying interest rate at 4.85% to 5.25% p.a. is
repayable on respective due dates.
Buyers credits from Banks amounting to ` 4,260.52 lakh carrying interest rate in the range of LIBOR+ 0.32 to LIBOR +0.80
is repayable on respective due dates.

c. Details of security of short term borrowings for the year ended 31 March 2020
Cash credits and working capital demand loan facilities (except Federal Bank, fully unsecured) are secured by first pari
passu charge on all the present and future current assets of the Company, first pari passu charge on all the present
and future moveable fixed assets (excluding those which are under exclusive hypothecated with other banks/financial
institutions) of the Company, first pari passu charge by way of mortgage of industrial properties including land and
building located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village
Dadri Toe, Distt: Jhajjar (Haryana) in the name of the Company.

d. Terms of repayment and interest rate for the year ended 31 March 2020
Cash Credit from Banks amounting to ` 329.96 lakh, carrying interest rate of 9.00% p.a. is repayable on demand.
Working capital demand loans from Banks amounting to ` 15,700.69 lakh, carrying interest rate varying from 7.80% p.a.
to 10.00% p.a. is repayable on respective due dates.

166 Amber Enterprises India Limited

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e. Reconciliation of liabilities arising from financing activities

(All amounts in ` in lakh unless otherwise stated)

Particulars Long-term Lease liabilities Short-term Total
borrowings borrowings
(including
current
maturities)
As at 01 April 2019 10,922.68 - 5,402.64 16,325.32
Cash flows:
Proceeds from borrowings 5,000.00 - 10,630.54 15,630.54
Repayment of borrowings (2,410.85) (395.06) - (2,805.91)
Non-cash:
Adjustment on adoption of Ind AS 116 - 1,215.49 - 1,215.49
Reclassification on adoption of Ind AS 116 (349.43) 349.43 - -
Impact of amortised cost adjustment for 13.27 - (2.53) 10.74
borrowings and lease obligations
As at 31 March 2020 13,175.67 1,169.86 16,030.65 30,376.18
Cash flows:
Proceeds from borrowings 8,874.00 - 484.91 9,358.91
Repayment of borrowings (7,721.84) (89.69) - (7,811.53)
Non-cash:
Impact of amortised cost adjustment for 77.96 - - 77.96
borrowings
Impact of foreign exchange fluctuations - - (67.67) (67.67)
(net)
As at 31 March 2021 14,405.79 1,080.17 16,447.89 31,933.85

31. Trade payables

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Dues of micro enterprises and small enterprises [refer note (i) below] 519.39 240.56
Dues of creditors other than micro enterprises and small enterprises* 1,17,616.26 97,527.48
(refer note 46)
1,18,135.65 97,768.04
*includes acceptances arrangements where operational suppliers of goods and services are initially paid by banks/financial
institutions where there is no recourse on the Company.

Notes:

(i) Disclosures pursuant to section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Pursuant to the requirements under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006),
the following information has been determined by the management to the extent such parties have been identified on the
basis of information submitted to the Company, including but not limited to the UDYAM registration certificates obtained
from suppliers who have registered themselves under the MSMED Act, 2006, certificates from Chartered Accountant
regarding gross investment in plant and equipment as on 31 March 2021, and the latest audited balance sheets of the
suppliers:

Annual Report 2020-21 167

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Principal amount remaining unpaid 515.07 237.95
Interest accrued and due thereon remaining unpaid 4.32 2.61
Interest paid by the Company in terms of section 16 of MSMED Act, 2006, - -
along with the amount of the payment made to the suppliers and service
providers beyond the appointed day during the year.
Interest due and payable for the period of delay in making payment (which - -
has been paid but beyond the appointed day during the year), but without
adding the interest specified under MSMED Act, 2006.
Interest accrued and remaining unpaid as at the end of the year 4.32 2.61
Further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid
to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act, 2006.

(ii) The carrying values are considered to be reasonable approximation of their fair values.

32. Other financial liabilities (Current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Current maturities of long-term borrowings:
Term loan [also refer note 24(i)]
- from banks 1,903.34 833.33
- from others 416.40 1,077.68
Vehicle loan [also refer note 24(i)]
- from banks - 4.00
- from others 3.26 -
Creditors for capital expenditure 724.12 598.11
Interest accrued 81.87 28.77
Expenses payable (refer note 46) 865.59 502.36
Employee related payables (refer note 46) 867.51 475.74
Trade acceptances - 2,037.17
Deferred consideration [refer note 26(ii)] 417.80 -
Unpaid dividend* 0.49 0.28
Derivative liability - 0.46
5,280.38 5,557.90
*Investor Education and Protection Fund will be credited as and when due

Notes:
(i) The carrying values are considered to be reasonable approximation of their fair values.

168 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

33. Other current liabilities

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Advance against sale of property, plant and equipment - 25.00
Advance from customers 443.16 158.17
Payable to statutory authorities 4,528.50 2,992.57
Deferred revenue* 314.12 240.22
5,285.78 3,415.96
*Includes government grant amounting to ` 27.55 lakh which is not covered under the scope of Ind AS 115. Refer note 58 for
details.

34. Provisions

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Provision for employee benefits*
Gratuity 54.75 47.95
Compensated absences 55.66 55.00
110.41 102.95
*For disclosures related to provision for employee benefits, refer note 51- Employee benefit obligations.

35. Current tax liabilities (net)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Provision for income tax (net of advance tax and taxes deducted at source & 809.10 -
taxes collected at source)
809.10 -

36. Revenue from operations

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Operating revenue
Sale of products 2,25,825.98 2,95,148.03
Other operating revenues
Scrap sales 2,362.18 2,602.79
Budgetory support under Goods and Services Tax regime 0.32 2,448.19
Electricity duty subsidy 258.31 -
Job work charges 1,129.46 74.50
Others 14.31 -
2,29,590.56 3,00,273.51

Annual Report 2020-21 169

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37. Other income

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Interest from
Bank deposits 1,113.49 39.68
Other financial assets carried at amortised cost 156.49 38.99
Other income
Lease rent (refer note 50) 35.42 36.00
Insurance claims 34.84 -
Gain on sale of property, plant and equipment (net) - 42.87
Government grant income 27.55 27.62
Foreign exchange fluctuation (net) 884.83 -
Gain on settlement/fair valuation of deferred consideration [refer note 26(ii)] 554.82 164.01
MTM gain on forward contracts 63.27 -
Miscellaneous income 121.49 237.46
2,992.20 586.63

38. Cost of materials consumed

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Opening stock
Raw material 46,534.94 41,778.03
Stores, spares and other consumables 161.34 111.24
Packing material 920.48 919.49
Add: Purchases made during the year 2,02,128.01 2,64,162.48
2,49,744.77 3,06,971.24
Less: Closing stock
Raw material 50,412.19 46,534.94
Stores, spares and other consumables 166.84 161.34
Packing material 570.45 920.48
1,98,595.29 2,59,354.48

39. Changes in inventories of finished goods and intermediate products (including manufactured
components)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Opening stock
Intermediate products (including manufactured components) 2,813.45 2,200.57
Finished goods 5,609.87 3,359.56
Closing stock
Intermediate products (including manufactured components) 5,448.57 2,813.45
Finished goods 4,509.88 5,609.87
(1,535.13) (2,863.19)

170 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

40. Employee benefits expense

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Salary, wages and bonus 4,406.09 4,620.06
Contribution to provident and other funds 255.07 266.63
Staff welfare expenses 154.66 290.63
4,815.82 5,177.32
For disclosures related to provision for employee benefits, refer note 51 - Employee benefit obligations

41. Finance costs

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Interest on
- Term loans 1,127.97 1,488.64
- Lease liabilities 114.55 147.94
- Others 2,087.84 1,295.57
Other borrowing costs 4.36 7.15
3,334.72 2,939.30

42. Depreciation and amortisation expense

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Depreciation of property, plant and equipment (refer note 4) 4,686.07 4,299.01
Amortisation of intangible assets (refer note 7) 2,064.82 1,807.53
6,750.89 6,106.54

43. Other expenses

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Power, fuel and water charges 1,956.34 2,682.92
Contractual labour charges 4,600.85 4,170.01
Loading and unloading charges 100.99 1,960.09
Freight charges 573.69 1,152.04
Legal and professional fees [refer note (i)] 395.21 333.96
Workshop expenses 70.18 103.66
Travelling and conveyance 290.89 550.42
Repairs and maintenance
- plant and machinery 791.30 865.42
- buildings 157.31 214.86
- others 211.73 206.44

Annual Report 2020-21 171

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Insurance 227.22 156.93
Rent
- plant and machinery 1,000.32 1,202.66
- buildings 777.70 596.59
- others 43.44 66.58
Rates and taxes 64.54 40.38
Directors' sitting fees 18.50 52.75
Bank charges 27.91 30.35
Job work charges 160.70 87.16
Communication expenses 81.58 75.05
Donation 29.08 9.07
Vehicle running expenses 44.00 54.85
Corporate social responsibility expenditure (refer note 55) 232.91 174.29
Printing and stationary 36.08 50.98
Business promotion expenses 13.60 36.35
Advances and other balances written off 10.12 42.45
Mark to market loss on forward contracts - 0.46
Impairment of trade receivables 12.26 1.47
Bad debts - 9.88
Research expenses 39.58 -
Impairment loss on property, plant and equipment 173.28 -
Loss on fair valuation of assets held for sale - 25.60
Loss on disposal of property, plant and equipment (net) 15.14 -
Foreign exchange fluctuation (net) - 1,617.58
Festival expenses 38.47 -
Miscellaneous expenses 674.73 683.57
12,869.65 17,254.80

i) Payments to the auditor * :

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
For statutory audit and limited review 37.50 37.50
Reimbursement of expenses 1.42 3.82
Total 38.92 41.32
*Excludes fees paid to statutory auditor of ` 32 lakh (31 March 2020: Nil ) for QIP related services adjusted from security
premium.

172 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

44. Estimated amount of contracts remaining to be executed on capital account and not provided
for (net of advances)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Estimated amount of contracts remaining to be executed on 3,469.01 330.86
capital account and not provided for (net of advances)

45. Contingent liability not provided for exists in respect of:#

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
a) Sales tax* 96.79 14.57
b) Goods and services tax** 30.63 0.81
c) Income-tax 37.81 37.81
d) Octroi tax 15.58 15.58
e) Excise duty*** 24.39 24.39
f) Claims against the Company not acknowledged as debts
On account of claims by vendors 12.39 12.39
On account of claims by employees 1.58 1.58
g) Outstanding amounts of Corporate guarantees issued in favor of:
PICL (India) Private Limited 5,121.26 1,715.64
IL JIN Electronics (India) Private Limited 1,756.58 2,037.03
Ever Electronics Private Limited 1,819.96 3,025.93
Sidwal Refrigeration Industries Private Limited 8,155.55 5,036.85
h) Bonus**** 1.60 1.60
* Includes amount paid under protest ` 5.60 lakh (previous year : ` 2 lakh).
Also, the amount appearing above is after netting off ` 13.42 lakh (previous year: ` 14.57 lakh) already provided for in the
books of accounts.
** Includes amount paid under protest ` 30.63 lakh (previous year : ` 0.81 lakh).
*** Includes amount paid under protest ` 2.79 lakh (previous year: ` 2.79 lakh).
**** The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014)
revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation
of bonus. However, taking cognisance of the stay granted by various High Courts, the Company has not recognised any
differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense
as per the amended provisions w.e.f. 1 April 2015 and onwards.
# The Hon’ble Supreme Court of India has pronounced a ruling dated 28 February 2019 in which it is held that ‘allowance’
paid to employees, will be included in the scope of ‘basic wages’ and thus, will be subject to provident fund contributions.
Petitions have been filed with Hon’ble Supreme Court of India seeking additional clarification with respect to the application
of this ruling. As this ruling has not prescribed any clarification w.r.t. to its application, the Company is in the process of
evaluating its impact. Management believes that this will not result in any material liability on the Company.
# The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The
Company’s management reasonably expects that these legal actions, when ultimately concluded and determined, will
not have a material and adverse effect on the Company’s results of operations or financial condition.

Annual Report 2020-21 173

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46. Related party disclosures*

A. Relationship with related parties

I. Subsidiary companies PICL (India) Private Limited
Appserve Appliance Private Limited
IL JIN Electronics (India) Private Limited
Ever Electronics Private Limited
Sidwal Refrigeration Industries Private Limited (with effect
from 02 May 2019)
II. Entities over which significant influence is exercised by the Amrit Aircon System Private Limited (upto 11 September
Company /key management personnel (either individually 2020)
or with others) AK & Co.
SL & Co.
III. Key management personnel (KMP)
a. Mr. Jasbir Singh
(Chairman & CEO and Director)
b. Mr. Daljit Singh
(Managing Director)
c. Dr. Girish Kumar Ahuja
(Independent Director)
d. Ms. Sudha Pillai
(Independent Director)
e. Mr. Satwinder Singh
(Independent Director)
f. Mr. Manoj Kumar Sehrawat
(Non-executive nominee Director)
g. Mr. Sanjay Arora
(Director Operations)
h. Mr. Udaiveer Singh
(President-RAC)
i. Mr. Sachin Gupta
(Vice President-RAC)
j. Mr. Sudhir Goyal
(Chief Financial Officer)
k. Ms. Konica Yadav
(Company Secretary and Compliance Officer)
IV. Relatives of Key management personnel
a. Mr. Kartar Singh
(Chairman Emeritus)
b. Ms. Amandeep Kaur
(wife of Mr. Jasbir Singh, Chairman & CEO and Director)
c. Ms. Sukhmani Lakhat
(wife of Mr. Daljit Singh, Managing Director)
* Disclosures have been given of those related parties with whom the Company have made transactions.

174 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

The following transactions were carried out with related parties in the ordinary course of business for the year ended 31
March 2021

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
(A) Transactions made during the year:
1 Rent paid
Mr. Jasbir Singh - - 42.75 -
Mr. Daljit Singh - - 16.03 -
Ms. Amandeep Kaur - - - 32.06
Ms. Sukhmani Lakhat - - - 42.75
2 Sale of products
PICL (India) Private Limited 957.98 - - -
IL JIN Electronics (India) Private Limited 159.58 - - -
Sidwal Refrigeration Industries Private Limited 117.16 - - -
3 Purchase of raw material
PICL (India) Private Limited 3,764.37 - - -
IL JIN Electronics (India) Private Limited 138.00 - - -
Sidwal Refrigeration Industries Private Limited 2.21 - - -
4 Finance Cost
AK & Co. - 56.33 - -
SL & Co. - 56.33 - -
5 Interest income on others
AK & Co. - 4.94 - -
SL & Co. - 4.94 - -
6 Amortisation of corporate guarantee
Ever Electronics Private Limited 31.61 - - -
7 Rent received
PICL (India) Private Limited 35.42 - - -
8 Unsecured Loan given
PICL (India) Private Limited 2,500.00 - - -
9 Interest accrued on unsecured loan
PICL (India) Private Limited 113.58 - - -

Annual Report 2020-21 175

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
10 Remuneration paid to KMP's
Sitting fees to independent directors* - - 18.50 -
Salary paid** - - 544.53 -
*Name of Independent Directors
Dr. Girish Kumar Ahuja - - 6.00 -
Mr. Satwinder Singh - - 6.50 -
Ms. Sudha Pillai - - 6.00 -
**Name of KMP
Mr. Jasbir Singh - - 144.63 -
Mr. Daljit Singh - - 128.39 -
Mr. Sudhir Goyal - - 63.83 -
Ms. Konica Yadav - - 13.27 -
Mr. Sanjay Arora - - 67.59 -
Mr. Sachin Gupta - - 65.43 -
Mr. Udaiveer Singh - - 61.39 -
11 Professional charges
Mr. Kartar Singh - - - 16.80
12 Extinguishment of personal guarantees taken*
Mr. Jasbir Singh - - 10,661.37 -
Mr. Daljit Singh - - 3,661.37 -
13 Corporate guarantee given**
PICL (India) Private Limited 6,200.00 - - -
14 Extinguishment of corporate guarantees
taken**
AK & Co. - 5,000.00 - -
SL & Co. - 5,000.00 - -
15 Extinguishment of corporate guarantees
given**
Ever Electronics Private Limited 2,700.00 - - -
Sidwal Refrigeration Industries Private Limited 700.00 - - -

176 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
(B) Balances at year end
1 Corporate guarantee given **
PICL (India) Private Limited 12,800.00 - - -
IL JIN Electronics (India) Private Limited 5,750.00 - - -
Ever Electronics Private Limited 2,700.00 - - -
Sidwal Refrigeration Industries Private Limited 10,200.00 - - -
2 Trade payables
PICL (India) Private Limited 218.70 - - -
Appserve Appliance Private Limited 2.61 - - -
Sidwal Refrigeration Industries Private Limited 1.63 - - -
IL JIN Electronics (India) Private Limited 6.18 - - -
AK & Co. - 27.28 - -
SL & Co. - 27.28 - -
3 Trade receivables
PICL (India) Private Limited 204.99 - - -
Ever Electronics Private Limited 17.87 - - -
Sidwal Refrigeration Industries Private Limited 63.19 - - -
IL JIN Electronics (India) Private Limited 257.05 - - -
4 Advances to supplier (disclosed under other
current assets)
PICL (India) Private Limited 0.23 - - -
5 Advances from customer (disclosed under
other current liabilities)
PICL (India) Private Limited 0.14 - - -
6 Unsecured loan given (disclosed under non-
current loans)
PICL (India) Private Limited 2,548.56 - - -
7 Lease Liabilities (Non-current)
AK & Co. - 427.64 - -
SL & Co. - 427.64 - -
8 Lease Liabilities (Current)
AK & Co. - 99.57 - -
SL & Co. - 99.57 - -

Annual Report 2020-21 177

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
9 Rent payable (disclosed under trade payables)
Mr. Jasbir Singh - - 9.45 -
Mr. Daljit Singh - - 3.54 -
Ms. Amandeep Kaur - - - 7.09
Ms. Sukhmani Lakhat - - - 9.45
10 Security deposits given (disclosed under non-
current loans)
AK & Co. - 50.92 - -
SL & Co. - 50.92 - -
11 Security deposits given (disclosed under
current loans)
Mr. Jasbir Singh - - 79.80 -
Mr. Daljit Singh - - 79.80 -
Ms. Amandeep Kaur - - - 8.55
Ms. Sukhmani Lakhat - - - 11.40
12 Payable to KMP's (disclosed under other
current financial liabilites)
Mr. Jasbir Singh - - 29.70 -
Mr. Daljit Singh - - 21.56 -
Mr. Udaiveer Singh - - 10.54 -
Mr. Sudhir Goyal - - 10.83 -
Ms. Konica Yadav - - 1.19 -
Mr. Sanjay Arora - - 4.23 -
Mr. Sachin Gupta - - 11.15 -
13 Loans to KMP's (disclosed under current loans)
Mr. Sachin Gupta - - 14.36 -
Mr. Sudhir Goyal - - 8.41 -
Mr. Sanjay Arora - - 0.87 -
Ms. Konica Yadav - - 2.03 -
14 Advances to KMP's (disclosed under other
current assets)
Mr. Satwinder Singh - - 0.50 -

178 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
15 Post-employment benefits of KMP's
Mr. Jasbir Singh - - 42.40 -
Mr. Daljit Singh - - 29.58 -
Mr. Udaiveer Singh - - 24.92 -
Mr. Sudhir Goyal - - 8.40 -
Ms. Konica Yadav - - 1.94 -
Mr. Sanjay Arora - - 15.49 -
Mr. Sachin Gupta - - 7.08 -
16 Personal guarantees taken *
Mr. Jasbir Singh - - 284.93 -
Mr. Daljit Singh - - 284.93 -
* The above disclosed balances of personal guarantees taken include original sanctioned limits of term loans by the continuing
banks.
** The above disclosed balances of corporate guarantee taken and given include original sanctioned limits of working capital
facilities and term loans by the continuing banks.

The following transactions were carried out with related parties in the ordinary course of business for the year ended 31
March 2020

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
(A) Transactions made during the year:
1 Rent paid
Mr. Jasbir Singh - - 45.60 -
Mr. Daljit Singh - - 17.10 -
Ms. Amandeep Kaur - - - 25.65
Ms. Sukhmani Lakhat - - - 34.20
2 Sale of products
PICL (India) Private Limited 152.92 - - -
IL JIN Electronics (India) Private Limited 169.69 - - -
Ever Electronics Private Limited 0.35 - - -
Sidwal Refrigeration Industries Private Limited 156.10 - - -

Annual Report 2020-21 179

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
3 Purchase of raw material
PICL (India) Private Limited 6,059.03 - - -
IL JIN Electronics (India) Private Limited 477.32 - - -
Sidwal Refrigeration Industries Private Limited 29.54 - - -
4 Purchase of property, plant and equipment
PICL (India) Private Limited 8.28 - - -
5 Assets taken on lease
AK & Co. 663.73
SL & Co. 663.73
6 Finance Cost
AK & Co. - 60.65 - -
SL & Co. - 60.65 - -
7 Interest income on others
AK & Co. - 4.23 - -
SL & Co. - 4.23 - -
8 Amortisation of corporate guarantee
Ever Electronics Private Limited 7.04 - - -
9 Rent received
PICL (India) Private Limited 36.00 - - -
10 Remuneration paid to KMP's
Sitting fees (including commission) to - - 52.75 -
independent directors
Salary paid* - - 775.47 -
*Name of KMP
Mr. Jasbir Singh - - 262.00 -
Mr. Daljit Singh - - 244.00 -
Mr. Sudhir Goyal - - 62.10 -
Ms. Konica Yadav - - 12.95 -
Mr. Sanjay Arora - - 70.47 -
Mr. Sachin Gupta - - 65.65 -
Mr. Udaiveer Singh - - 58.30 -
11 Professional charges
Mr. Kartar Singh - - - 16.80

180 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
12 Extinguishment of personal guarantees taken*
Mr. Jasbir Singh - - 31,000.00 -
Mr. Daljit Singh - - 28,000.00 -
13 Corporate guarantee given**
Ever Electronics Private Limited 2,700.00 - - -
IL JIN Electronics (India) Private Limited 5,750.00 - - -
Sidwal Refrigeration Industries Private Limited 10,900.00 - - -
14 Corporate guarantee taken**
AK & Co. - 5,000.00 - -
SL & Co. - 5,000.00 - -
15 Extinguishment of corporate guarantees given**
IL JIN Electronics (India) Private Limited 5,100.00 - - -

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
(B) Balances at year end
1 Corporate guarantee given **
PICL (India) Private Limited 6,600.00 - - -
IL JIN Electronics (India) Private Limited 5,750.00 - - -
Ever Electronics Private Limited 5,400.00 - - -
Sidwal Refrigeration Industries Private Limited 10,900.00 - - -
2 Trade payables
Amrit Aircon System Private Limited - 3.05 - -
Appserve Appliance Private Limited 3.59 - - -
IL JIN Electronics (India) Private Limited 70.78 - - -
AK & Co. - 45.33 - -
SL & Co. - 53.33 - -

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(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
3 Trade receivables
Ever Electronics Private Limited 6.05 - - -
Sidwal Refrigeration Industries Private Limited 69.70 - - -
IL JIN Electronics (India) Private Limited 62.46 - - -
4 Advances to supplier (disclosed under other
current assets)
PICL (India) Private Limited 497.35 - - -
5 Lease Liabilities (Non-current)
AK & Co. - 475.44 - -
SL & Co. - 475.44 - -
6 Lease Liabilities (Current)
AK & Co. - 94.20 - -
SL & Co. - 94.20 - -
7 Corporate guarantee liability (disclosed under
other non-current financial liabilites)
Ever Electronics Private Limited 31.61 - - -
8 Rent payable (disclosed under trade payables)
Mr. Jasbir Singh - - 12.31 -
Mr. Daljit Singh - - 4.62 -
Ms. Amandeep Kaur - - - 9.23
Ms. Sukhmani Lakhat - - - 12.31
9 Security deposits given (disclosed under non-
current loans)
AK & Co. - 45.98 - -
SL & Co. - 45.98 - -
10 Security deposits given (disclosed under
current loans)
Mr. Jasbir Singh - - 79.80 -
Mr. Daljit Singh - - 79.80 -
Ms. Amandeep Kaur - - - 8.55
Ms. Sukhmani Lakhat - - - 11.40

182 Amber Enterprises India Limited

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Overview Reports Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Subsidiaries Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
11 Payable to KMP's (disclosed under other
current financial liabilites)
Mr. Jasbir Singh - - 57.06 -
Mr. Daljit Singh - - 63.12 -
Mr. Udaiveer Singh - - 8.36 -
Mr. Sudhir Goyal - - 8.11 -
Ms. Konica Yadav - - 0.09 -
Mr. Sanjay Arora - - 0.09 -
Mr. Sachin Gupta - - 8.65 -
Dr. Girish Kumar Ahuja - - 8.86 -
Mr. Satwinder Singh - - 8.86 -
Ms. Sudha Pillai - - 8.86 -
12 Loans to KMP's (disclosed under current loans)
Mr. Sachin Gupta - - 11.51 -
Mr. Sudhir Goyal - - 8.55 -
Mr. Sanjay Arora - - 3.02 -
Ms. Konica Yadav - - 1.48 -
Mr. Udaiveer Singh - - 0.67 -
13 Post-employment benefits of KMP's
Mr. Jasbir Singh - - 39.52 -
Mr. Daljit Singh - - 27.19 -
Mr. Udaiveer Singh - - 23.00 -
Mr. Sudhir Goyal - - 7.61 -
Ms. Konica Yadav - - 1.73 -
Mr. Sanjay Arora - - 13.90 -
Mr. Sachin Gupta - - 6.27 -
14 Personal guarantees taken *
Mr. Jasbir Singh - - 10,946.30 -
Mr. Daljit Singh - - 3,946.30 -
15 Corporate guarantee taken **
AK & Co. - 5,000.00 -
SL & Co. - 5,000.00 -
* The above disclosed balances of personal guarantees taken include original sanctioned limits of working capital facilities
and term loans by the continuing banks.
** The above disclosed balances of corporate guarantee taken and given include original sanctioned limits of working capital
facilities and term loans by the continuing banks.

Annual Report 2020-21 183

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47. Assets pledged as security

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Current
Inventories 61,107.92 56,040.08
Trade receivables 92,074.35 77,636.02
Cash and cash equivalents, and other bank balances 26,819.04 9,167.20
Investments 5,294.47 -
Loans, other financial assets and other current assets 4,746.36 6,470.16
Total current assets pledged as security 1,90,042.14 1,49,313.46
Non-current
Property, plant and equipment 50,341.48 50,812.40
Investments 4,551.87 15,172.89
Total assets pledged as security 2,44,935.48 2,15,298.75

48. Tax expense

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Income tax expense recognised in statement of profit and loss
Current tax
Current tax expense for current year 1,695.28 2,847.36
Current tax expense pertaining to prior years 19.20 34.12
1,714.48 2,881.48
Deferred tax
Deferred tax expense/(benefit) for current year 679.87 (1,029.03)
Deferred tax expense/(benefit) pertaining to prior years 201.48 (755.56)
881.35 (1,784.59)
2,595.83 1,096.89
The major components of income tax expense and the reconciliation of expense based on the domestic effective tax rate of
at 34.94% and the reported tax expense in profit or loss are as follows:
Profit before tax 7,751.52 12,890.89
Income tax using the Company's domestic tax rate * 34.94% 34.94%
Expected tax expense [A] 2,708.69 4,504.59
Tax effect of adjustment to reconcile expected income tax expense to reported
income tax expense
Non-deductible expenses/non-taxable income (84.16) 143.54
Measurement of deferred taxes on expected tax rates (267.91) (2,445.29)
Weighted and standard deduction for certain expenditure under Income Tax - (354.23)
Act,1961
Tax expense related to earlier years 220.68 (721.44)
Others 18.53 (30.28)
Total adjustments [B] (112.86) (3,407.70)
Actual tax expense [C=A+B] 2,595.83 1,096.89

184 Amber Enterprises India Limited

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Overview Reports Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
* Domestic tax rate applicable to the Company has been computed as follows
Base tax rate 30% 30%
Surcharge (% of tax) 12% 12%
Cess (% of tax) 4% 4%
Applicable rate 34.94% 34.94%
The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company to
pay Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions, as
compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards. The
Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred tax at such
concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax liabilities are
expected to be settled in the periods during which the Company expects to be subject to lower tax rate.

Unused tax credits

MAT credit
The Company had unused MAT credit amounting to ` 3,652.30 lakh as at 31 March 2021 (previous year : ` 4,174.60 lakh). MAT
paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a
deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated
with the asset will be realised.

Capital losses
The Company has not recognised deferred tax of ` 67.88 lakh on unused long term capital losses under the head Capital
Gains as the Company is not likely to generate taxable income under the same head in foreseeable future. These losses will
expire in financial year ending 31 March 2029.

49. Earnings per share

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Net profit attributable to equity shareholders 5,155.69 11,794.00
Number of weighted average equity shares (Nominal value of ` 10 each)
- Basic 3,26,96,348 3,14,46,540
- Diluted 3,26,96,348 3,14,46,540
Earnings per share- after exceptional items and tax
- Basic 15.77 37.50
- Diluted 15.77 37.50

50. Leases

Lease liabilities are presented in the statement of financial position as follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Current 212.47 206.56
Non-current 867.71 963.30
1,080.18 1,169.86

Annual Report 2020-21 185

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The Company has leases for plant and machinery, office premises, factory lands and related facilities. With the exception of
short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Company
classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the asset to
another party, the right-of-use asset can only be used by the Company. For leases over factory premises, the Company must
keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

A The following are amounts recognised in profit or loss:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Depreciation expense of right-of-use assets 303.84 209.08
Interest expense on lease liabilities 114.55 147.94
Rent expense* 1,821.46 1,865.83
Total 2,239.85 2,222.85
*Rent expense in case of short term leases
B The lease liabilities are secured by the related underlying assets. The maturity analysis of lease liabilities are disclosed in
note 53.
C The Company does not have any liability to make variable lease payments for the right to use the underlying asset
recognised in the financials.
D Total cash outflow for leases for the year ended 31 March 2021 was ` 1,479.13 lakh (previous year: ` 1,438.06 lakh).

E Operating leases as lessor

The Company leases out investment properties under operating leases (refer note 6).

Impact of COVID-19
The Company does not foresee any large-scale contraction in demand which could result in significant down-sizing of its
employee base rendering the physical infrastructure redundant. The leases that the Company has entered with lessors
towards plant and machineries and properties used as factories are long term in nature and no changes in terms of those
leases are expected due to the COVID-19.

51. Employee benefit obligations

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Current Non-current Current Non-current
Gratuity 54.75 268.66 47.95 274.06
Compensated absences 55.66 133.06 55.00 93.07
Total 110.41 401.72 102.95 367.14

A Disclosure of gratuity

(i) Amount recognised in the statement of profit and loss is as under:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Current service cost 76.52 63.96
Interest cost 22.71 22.69
Net impact on profit (before tax) 99.23 86.65
Actuarial (gain)/loss recognised during the year (11.65) 45.16
Amount recognised in total comprehensive income 87.58 131.81

186 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(ii) Change in the present value of obligation:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Present value of defined benefit obligation as at the 501.70 382.79
beginning of the year
Current service cost 76.52 63.96
Interest cost 35.12 26.80
Benefits paid (26.52) (16.49)
Actuarial (gain)/loss (13.54) 44.64
Present value of defined benefit obligation as at the end of the year 573.28 501.70

(iii) Movement in the plan assets recognised in the balance sheet is as under:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Fair value of plan assets at the beginning of the year 179.69 52.03
Expected return on plan assets 12.41 4.11
Contributions 86.88 124.07
Benefits paid (24.75) -
Adjustments* (2.47) -
Actuarial (loss) (1.89) (0.52)
Fair value of plan assets at the end of the year 249.87 179.69
*100% of fund is managed by Insurance Company.

(iv) Reconciliation of present value of defined benefit obligation and the fair value of assets:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Present value of funded obligation as at the end of the year 573.28 501.70
Fair value of plan assets as at the end of the year funded status 249.87 179.69
Unfunded/funded net liability recognised in balance sheet 323.41 322.01

(v) Breakup of actuarial (gain)/loss:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Actuarial (gain)/loss from change in demographic assumption - -
Actuarial (gain)/loss from change in financial assumption 1.78 49.11
Actuarial (gain)/loss from experience adjustment (13.43) (3.95)
Total actuarial (gain)/loss (11.65) 45.16

(vi) Actuarial assumptions

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Discount rate 7.00% 7.00%
Expected rate of return 7.00% 7.00%
Mortality rate IALM 2012-14 IALM 2012-14
Rate of increase in compensation levels 5.00% 5.00%
Retirement age 60 years 60 years

Annual Report 2020-21 187

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Notes:
1) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet
date for the estimated terms of obligations.
2) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
3) Plan assets do not include any of the Company’s own financial assets or other assets used by the Company.
The Company makes contributions to Life Insurance Corporation of India (“LIC of India”). The assets managed
by the fund manager are highly liquid in nature and the Company does not expect any significant liquidity risks.
4) The Company makes annual contributions to the LIC of an amount advised by them.
5) The best estimated expense for the next year is ` 86.56 lakh.
6) The weighted average duration of defined benefit obligation is 15-24 years (previous year : 15-22 years).

(vii) Sensitivity analysis for gratuity liability

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Impact of change in discount rate
Present value of obligation at the end of the year 573.28 501.70
- Impact due to increase of 1 % (56.71) (45.15)
- Impact due to decrease of 1 % 52.02 52.85
Impact of change in salary increase
Present value of obligation at the end of the year 573.28 501.70
- Impact due to increase of 1 % 52.63 53.39
- Impact due to decrease of 1 % (58.06) (46.36)
The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In
practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the
sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present value of
the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has
been applied which was applied while calculating the defined benefit obligation liability recognised in the balance
sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
previous year.

(viii) Maturity profile of defined benefit obligation

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Within next 12 months 54.39 47.95
Between 1-5 years 69.33 52.87
Beyond 5 years 449.56 400.88

B Disclosure of compensated absences

Actuarial assumptions

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Discount rate 7.00% 7.00%
Rate of increase in compensation levels 5.00% 5.00%
Retirement age 60 years 60 years

188 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

52. Fair value disclosures

i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided into
three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the
measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3.

ii) Financial instruments measured at fair value - recurring fair value measurements
The following table shows the levels within the hierarchy of financial assets and financial liabilities measured at fair value
on a recurring basis.

(All amounts in ` in lakh unless otherwise stated)

Particulars Level 31 March 2021 31 March 2020
Financial assets
Derivative asset [refer (a) below] Level 2 62.81 -
Investment in quoted bonds [refer (c) below] Level 1 10,807.14 -
Financial liabilities
Derivative liability [refer (a) below] Level 2 - 0.46
Deferred consideration [refer (b) below] Level 3 - 5,846.36

A. Valuation process and technique used to determine fair value

(a) Derivative financial instruments are valued using forward exchange rates at the balance sheet date.
(b) In order to arrive at the fair value of deferred consideration as at 31 March 2020, the Company obtained
independent valuations. The technique used by the valuer was Option Pricing Method.
(c) The fair value of investments in quoted bonds is based on the current bid price of respective investment as at
the balance sheet date.

B. Significant unobservable inputs used in Level 3 fair values and sensitivity of the closing values as at end of
reporting period to such inputs is as below :

(All amounts in ` in lakh unless otherwise stated)

Description As at
31 March 2020
Impact on fair value if change in volatility
- Impact due to increase of 2.00 % 30.81
- Impact due to decrease of 2.00 % (30.73)
Impact on fair value if change in weighted average cost of capital
- Impact due to increase of 1.00 % (12.83)
- Impact due to decrease of 1.00 % 13.20
Impact on fair value if change in forecasted EBITDA
- Impact due to increase of 5.00 % 109.81
- Impact due to decrease of 5.00 % (98.62)

Annual Report 2020-21 189

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C. The following table presents the changes in level 3 items for the period ended 31 March 2021:

(All amounts in ` in lakh unless otherwise stated)

Particulars Deferred
consideration
As at 01 April 2019 -
Financial liabilities initially measured and recognised 6,547.26
Payment made on account of investment in Sidwal (536.88)
Upon subsequent measurement, gain recognised in statement of profit and loss on account (164.01)
of fair value changes
As at 31 March 2020 5,846.36
Payment made on account of investment in Sidwal (4,873.74)
Upon settlement, gain recognised in statement of profit and loss on account of fair value (554.82)
changes
Financial liabilities recognised and subsequently measured at amortised cost (417.80)
As at 31 March 2021 -

(iii) Fair value of instruments measured at amortised cost

Fair value of instruments measured at amortised cost for which fair value is disclosed is as follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars Level 31 March 2021 31 March 2020
Carrying Fair value Carrying Fair value
value value
Financial assets
Loans Level 3 3,195.32 3,223.75 869.28 874.81
Other financial assets Level 3 10,246.82 10,246.82 64.63 64.63
Total financial assets 13,442.14 13,470.56 933.91 939.44
Financial liabilities
Borrowings Level 3 14,487.66 14,487.66 13,204.43 13,204.43
Lease liabilities Level 3 1,080.17 1,198.52 1,169.86 1,190.03
Other financial liabilities Level 3 - - 31.61 31.61
Total financial liabilities 15,567.83 15,686.18 14,405.90 14,426.07
The management assessed that cash and cash equivalents, other bank balances, trade receivables, other current financial
assets, trade payables, short term borrowings and other current financial liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is
included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other
than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
(i) Long-term fixed-rate receivables are evaluated by the Company based on parameters such as interest rates,
individual creditworthiness of the customer and other market risk factors.
(ii) The fair values of the Company’s borrowings, fixed interest-bearing receivables and lease liabilities are determined
by applying discounted cash flows (‘DCF’) method, using discount rate that reflects the issuer’s borrowing rate
as at the end of the reporting period. The own non-performance risk as at 31 March 2021 was assessed to be
insignificant.
(iii) All the other long term borrowing facilities availed by the Company are variable rate facilities which are subject to
changes in underlying interest rate indices. Further, the credit spread on these facilities are subject to change with
changes in Company’s creditworthiness. The management believes that the current rate of interest on these loans
are in close approximation from market rates applicable to the Company. Therefore, the management estimates that
the fair value of these borrowings are approximate to their respective carrying values.

190 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

53. Financial risk management

i) Financial instruments by category

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
FVTPL FVOCI Amortised FVTPL FVOCI Amortised
cost cost
Financial assets
Investments* - 10,807.14 - - -
Loans - - 4,989.70 - - 2,064.57
Other financial assets 62.81 - 10,329.16 - - 3,037.35
Trade receivables - - 92,074.35 - - 77,636.02
Cash and cash equivalents - - 16,216.32 - - 4,910.33
Other bank balances - - 10,602.71 - - 4,256.86
Total 62.81 10,807.14 1,34,212.24 - - 91,905.13
Financial liabilities
Borrowings - - 30,935.54 - - 29,235.08
Trade payables - - 1,18,135.65 - - 97,768.04
Lease liabilities - - 1,080.18 - - 1,169.86
Other financial liabilities - - 2,875.51 5,846.82 - 3,645.26
Total - - 1,53,026.88 5,846.82 - 1,31,818.24
*Investments in subsidiaries are carried at cost as per Ind AS 27 – Separate financial statements and therefore, not
presented here.

ii) Risk Management

The Company’s activities expose to market risk, liquidity risk and credit risk. The Company’s board of directors has overall
responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the
sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial
statements.

Risk Exposure arising from Measurement Management

Credit risk Cash and cash equivalents, Ageing analysis Bank deposits, diversification
trade receivables, financial of asset base, credit limits and
assets measured at amortised collateral.
cost
Liquidity risk Borrowings and other liabilities Rolling cash flow Availability of committed credit lines
forecasts and borrowing facilities
Market risk - foreign Recognised financial assets Cash flow forecasting Forward contract/hedging, if
exchange and liabilities not denominated required
in Indian rupee (`)
Market risk - interest Long-term and short-term Sensitivity analysis Negotiation of terms that reflect the
rate borrowings at variable rates market factors
The Company’s risk management is carried out by a central treasury department (of the Company) under policies
approved by the board of directors. The board of directors provides principles for overall risk management, as well as
policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess
liquidity.

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A) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed
to this risk for various financial instruments, for example by granting loans and receivables to customers, placing
deposits, etc. The Company’s maximum exposure to credit risk is limited to the carrying amount of following types
of financial assets.
- cash and cash equivalents,
- trade receivables,
- loans and receivables carried at amortised cost, and
- deposits with banks

a) Credit risk management

The Company assesses and manages credit risk based on internal credit rating system, continuously
monitoring defaults of customers and other counterparties, identified either individually or by the Company, and
incorporates this information into its credit risk controls. Internal credit rating is performed for each class of
financial instruments with different characteristics. The Company assigns the following credit ratings to each
class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
A: Low
B: Medium
C: High
Assets under credit risk –

(All amounts in ` in lakh unless otherwise stated)

Credit rating Particulars 31 March 2021 31 March 2020
A: Low Loans 4,989.70 2,064.57
Investments 44,653.01 33,845.87
Other financial assets 10,391.97 3,037.35
Cash and cash equivalents 16,216.32 4,910.33
Other bank balances 10,602.71 4,256.86
Trade receivables 92,074.35 77,636.02
C: High Trade receivables 44.68 32.42

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated
banks and diversifying bank deposits and accounts in different banks.
Trade receivables
The Company closely monitors the credit-worthiness of the debtors through internal systems that are
configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The
Company assesses increase in credit risk on an ongoing basis for amounts receivable that become past due.
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost includes loans and advances to employees, security deposits
and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of
such amounts continuously, while at the same time internal control system in place ensure the amounts are
within defined limits.

b) Expected credit losses

Trade receivables
(i) The Company recognises lifetime expected credit losses on trade receivables using a simplified approach
and uses historical information to arrive at loss percentage relevant to each category of trade receivables.

192 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Impact of COVID-19
In addition to the historical pattern of credit loss, the Company has considered the likelihood of increased
credit risk and consequential default considering emerging situations due to COVID-19. This assessment
is not based on any mathematical model but an assessment considering the nature of verticals, impact
immediately seen in the demand outlook of these verticals and the financial strength of the customers in
respect of whom amounts are receivable. The Company closely monitors its customers who are going
through financial stress and assesses actions such as change in payment terms, recognition of revenue
on collection basis etc., depending on severity of each case.
(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:

(All amounts in ` in lakh unless otherwise stated)

Reconciliation of loss allowance Trade receivables
Loss allowance on 01 April 2019 30.95
Add (Less): Changes in loss allowances due to bad debts 1.47
Loss allowance on 31 March 2020 32.42
Add (Less): Changes in loss allowances due to bad debts 12.26
Loss allowance on 31 March 2021 44.68

Other financial assets measured at amortised cost

The Company provides for expected credit losses on loans and advances by assessing individual financial
instruments for expectation of any credit losses. Since this category includes loans and receivables of
varied natures and purpose, there is no trend that the Company can draws to apply consistently to entire
population For such financial assets, the Company’s policy is to provides for 12 month expected credit
losses upon initial recognition and provides for lifetime expected credit losses upon significant increase in
credit risk. The Company does not have any expected loss based impairment recognised on such assets
considering their low credit risk nature, though incurred loss provisions are disclosed under each sub-
category of such financial assets.

B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the
nature of the business, the Company maintains flexibility in funding by maintaining availability under committed
facilities. Management monitors rolling forecasts of the Company’s liquidity position and cash and cash equivalents
on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity
operates. In addition, the Company’s liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against
internal and external regulatory requirements and maintaining debt financing plans.

a) Financing arrangements
The Company had access to the following undrawn borrowing facilities at the end of the reporting period:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
- Expiring within one year (cash credit and other facilities) 35,537.45 27,210.96
- Expiring beyond one year (bank loans) 0.00 -
35,537.45 27,210.96
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

b) Maturities of financial liabilities

The tables below analyse the Company’s financial liabilities into relevant maturity based on their contractual
maturities for all non-derivative financial liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12
months equal their carrying balances as the impact of discounting is not significant.

(All amounts in ` in lakh unless otherwise stated)

31 March 2021 Less than 1 1-3 year 3-5 year More than 5 Total
year years

Non-derivative
Borrowings (including interest) 19,886.53 7,661.68 6,240.39 - 33,788.61
Trade payable 1,18,135.65 - - - 1,18,135.65
Lease liabilities 222.57 438.05 472.45 479.52 1,612.59
Other financial liabilities 2,875.51 - - - 2,875.51
Total 1,41,120.25 8,099.73 6,712.85 479.52 1,56,412.36

(All amounts in ` in lakh unless otherwise stated)

31 March 2020 Less than 1 1-3 year 3-5 year More than 5 Total
year years
Non-derivative
Borrowings (including interest) 19,207.65 5,983.90 5,652.05 2,725.78 33,569.37
Trade payable 97,768.04 - - - 97,768.04
Lease liabilities 205.16 429.82 450.73 720.27 1,805.98
Other financial liabilities 3,620.67 5,860.40 10.55 - 9,491.62
Derivative
Derivative liability 0.46 - - - 0.46
Total 1,20,801.98 12,274.12 6,113.33 3,446.05 1,42,635.48

C) Market risk

a) Foreign currency risk

(i) The Company uses foreign currency forward exchange contracts to hedge its risks associated with
fluctuations in foreign currencies relating to foreign currency liabilities. The following are outstanding
derivatives contracts:

(All amounts in ` in lakh unless otherwise stated)

Nature Description of hedge 31 March 2021 31 March 2020
of hedge Amount Amount in Amount Amount in
instrument in foreign ` lakh in foreign ` lakh
currency currency
(USD) (USD)
Contract : Forward contract
Forward To take protection against 64,32,197 4,706.19 9,03,775 681.32
contract appreciation in Indian Rupees against
USD payable in respect of direct
imports
Forward To take protection against 66,53,025 4,867.76 19,11,596 1,441.07
contract appreciation in Indian Rupees against
USD payable in respect of imports
against letter of credit

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(ii) Unhedged foreign currency risk exposure in USD:

The Company’s exposure to foreign currency risk at the end of the reporting period expressed in ` are as
follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Financial assets 513.85 240.66
Financial liabilities 33,165.99 34,355.70
Net exposure to foreign currency risk (liabilities) (32,652.14) (34,115.04)

Sensitivity
The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign
currency denominated financial instruments.

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
USD sensitivity
`/USD- increase by 4.38% (previous year : 5.45%)* (1,430.16) (1,859.27)
`/USD- decrease by 4.38% (previous year : 5.45%)* 1,430.16 1,859.27
* Holding all other variables constant

b) Interest rate risk

i) Liabilities
The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31
March 2021, the Company is exposed to changes in market interest rates through bank borrowings at
variable interest rates. The Company’s investments in fixed deposits, all pay fixed interest rates.
Interest rate risk exposure
Below is the overall exposure of the Company to interest rate risk:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Variable rate borrowing 28,979.47 20,943.60
Fixed rate borrowing 1,874.20 8,262.71
Total borrowings 30,853.67 29,206.31
Amount disclosed under other current financial liabilities 2,323.00 1,915.02
Amount disclosed under borrowings 28,530.67 27,291.29

Sensitivity
Below is the sensitivity of profit or loss and equity changes in interest rates.

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Interest sensitivity*
Interest rates – increase by 100 bps (previous year: 100 289.79 209.44
bps)*
Interest rates – increase by 100 bps (previous year: 100 (289.79) (209.44)
bps)*
* Holding all other variables constant

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

ii) Assets
The Company’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest rates.

c) Price risk
Exposure
The Company’s exposure to price risk arises from investments held and classified in the balance sheet either
as fair value through other comprehensive income. To manage the price risk arising from investments, the
Company diversifies its portfolio of assets.
Sensitivity
The table below summarises the impact of increases/decreases of the index on the Company’s equity and
other comprehensive income for the period :

Impact on other comprehensive income before tax

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021
Quoted bonds
Value per bond - increase by 50 bps 54.04
Value per bond - decrease by 50 bps (54.04)

D) Other risk- Impact of COVID-19

In March 2020, World Health Organisation (WHO) had declared the outbreak of Novel Coronavirus Infection Disease
2019 (COVID-19) as a pandemic. Complying with the directives of Government, the plants and offices of the Company
had been under lock-down for few months, resulting thereto, the operations for the year have been impacted. Post
lockdown, the Company has gradually resumed its manufacturing operations to normal. However, the recent second
wave of Covid-19 has resulted in re-imposition of partial lockdowns/restrictions in various states, which might
continue to impact the Company’s performance.
The Company has taken into account all the possible impacts of COVID-19 including the possible impacts of second
wave in preparation of these standalone financial statements, including but not limited to its assessment of liquidity
and going concern assumption, recoverable values of its financial and non-financial assets, investments, leases,
impact on revenues and cost etc. The Company has carried out this assessment based on available internal and
external sources of information upto the date of approval of these standalone financial statements and believes
that the impact of COVID-19 is not material to these standalone financial statements and expects to recover the
carrying amount of its assets. The impact of COVID-19 on these standalone financial statements may differ from
that estimated as at the date of approval of these standalone financial statements owing to the nature and duration
of COVID-19.

54. Capital management

The Company’s capital management objectives are
- to ensure the Company’s ability to continue as a going concern
- to provide an adequate return to shareholders
The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on
the face of balance sheet.
Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while
avoiding excessive leverage. This takes into account the subordination levels of the Company’s various classes of debt. The
Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the
risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

196 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(a) Debt equity ratio

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Total borrowings* 14,405.79 13,175.67
Total equity 1,52,597.34 1,08,075.18
Net debt to equity ratio 0.09 0.12
*Total borrowings doesn’t include short-term borrowings.

(b) Dividends

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
(i) Equity shares
Interim dividend of ` 3.20 per share (excluding tax) - 1,006.29
for the year ended 31 March 2020
(ii) Dividends proposed
In addition to the above, dividends, if any recommended by the Board - -
of Directors post end of relevant reporting year shall be accrued and
distributed in the year of approval in annual general meeting.

55. The Company was required to spend ` 232.91 lakh (previous year : ` 174.29 lakh) on Corporate social responsibility
(CSR) activities during the year ended 31 March 2021 in accordance with Section 135 of the Companies Act, 2013 read
with Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The details of
amount actually spent by the Company during the year are:
For the year ended 31 March 2021:

(All amounts in ` in lakh unless otherwise stated)

S. Particulars Amount paid Amount yet Total
No. in cash* to be paid in
cash
(i) Preventing and Promoting Health Care, Sanitation And Making Available 89.02 - 89.02
Safe Drinking Water
(ii) Promoting Education including special education and employment 49.94 - 49.94
enhancing vocation skills especially among children, women, elderly and
the differently abled and livelihood enhancement projects
(iii) Promoting gender equality, empowering women, setting up homes and 5.50 - 5.50
hostels for women and orphans; setting up old age homes, day care
centres and such other facilities for senior citizens and measures for
reducing inequalities faced by socially and economically backward
groups
(iv) Ensuring environmental sustainability, ecological balance, protection 3.19 - 3.19
of flora & fauna, animal welfare, agroforestry, conservation of natural
resources & maintaining quality of soil, air & water
(v) Contribution to the prime minister's national relief fund [or Prime Minister’s 10.47 - 10.47
Citizen Assistance and Relief in Emergency Situations Fund (PM CARES
Fund)] or any other fund set up by the central govt. for socio economic
development and relief and welfare of the schedule caste, tribes, other
backward classes, minorities and women;
Total 158.11 - 158.11
Unspent amount provided during the current year* 74.80 - 74.80
Total 232.91 - 232.91
Amount transferred to Unspent CSR account as per section 135(6)* 74.80 - 74.80

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

*The Company has transferred ` 74.80 lakh on 28 April 2021 to separate CSR account within 30 days from the end of financial
year in accordance with the CSR Amendment Rules, 2021. Accordingly, the Company has provided for such unspent CSR
amount.

For the year ended 31 March 2020:

(All amounts in ` in lakh unless otherwise stated)

S. Particulars Amount paid Amount yet Total
No. in cash* to be paid in
cash
(i) Preventing and Promoting Health Care, Sanitation And Making Available 82.92 - 82.92
Safe Drinking Water
(ii) Promoting Education including special education and employment 64.90 - 64.90
enhancing vocation skills especially among children, women, elderly and
the differently abled and livelihood enhancement projects
(iii) Construction of homes and hostels for woman and old age people 19.00 - 19.00
(iv) Ensuring environmental sustainability, ecological balance, protection 7.47 - 7.47
of flora & fauna, animal welfare, agroforestry, conservation of natural
resources & maintaining quality of soil, air & water
Total 174.29 - 174.29
*Represents amount paid through bank

56. Particulars of loans given/investments made/guarantees given, as required by clause (4) of

Section 186 of the Companies Act, 2013:

(All amounts in ` in lakh unless otherwise stated)

Name Nature Amount of loan Rate of interest Purpose for which the loan/security/
outstanding as at (p.a.) guarantee is utilised
31 March 2021
PICL (India) Private Limited Guarantee 5,121.26 8.20% to 9.35% Capital expenditure and working
capital requirement
PICL (India) Private Limited Unsecured loan 2,548.56 6 months MCLR + Capital expenditure and working
0.80% capital requirement
DSP Works Automation and Unsecured loan 50.24 7.00% Working capital requirement
Wireless Network Solutions
Private Limited
IL JIN Electronics (India) Guarantee 1,756.58 6.00% to 7.60 % Capital expenditure and working
Private Limited capital requirement
Ever Electronics Private Guarantee 1,819.96 6.00% to 8.10 % Capital expenditure and working
Limited capital requirement
Sidwal Refrigeration Guarantee 8,155.55 7.90% Working capital requirement
Industries Private Limited
Investment made has been disclosed in note 9.

57. Segment information

The Company’s primary business segment is reflected based on principal business activities carried on by the Company.
Chairman and Managing Director have been identified as the Chief Operating Decision Makers (‘CODM’) and evaluates the
Company’s performance and allocates resources based on analysis of the various performance indicators of the Company
as a single unit. Therefore, there are no separate reportable business segments as per Ind AS 108- Operating Segments. The
Company operates in one reportable business segment i.e., manufacturing of consumer durable products and is primarily
operating in India and hence, considered as single geographical segment. Majority of the revenue is derived from one geography
and two external customers amounting to ` 103,153.89 lakh (previous year: ` 180,492.43 lakh from five external customers).

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

58. Revenue from Contracts with Customers

Indian Accounting Standard 115 Revenue from Contracts with Customers (“Ind AS 115”), establishes a framework for
determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing
and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through
a 5-step approach:
(i) Identifying the contract with a customer
(ii) Identifying the performance obligations
(iii) Determining the transaction price
(iv) Allocating the transaction price to the performance obligations
(v) Recognising revenue when/as performance obligation(s) are satisfied.

(a) Disaggregation of revenue

The Company has performed a disaggregated analysis of revenues considering the nature, amount, timing and uncertainty
of revenues. This includes disclosure of revenues by geography and timing of recognition.

(All amounts in ` in lakh unless otherwise stated)

Revenue from operations 31 March 2021 31 March 2020
Products Other Total Products Other Total
operating operating
revenue* revenue*
Revenue by geography
Domestic 2,25,315.26 3,491.64 2,28,806.90 2,94,512.60 2,677.29 2,97,189.89
Export 510.72 - 510.72 635.43 - 635.43
Total 2,25,825.98 3,491.64 2,29,317.62 2,95,148.03 2,677.29 2,97,825.32
Revenue by time
Revenue recognised at point in 2,29,317.62 2,97,825.32
time
Revenue recognised over time - -
Total 2,29,317.62 2,97,825.32
* Excluding budgetory support under Goods and Services Tax regime, Electricity duty subsidy and others, if any.

(b) Revenue recognised in relation to contract liabilities

Ind AS 115 also requires disclosure of ‘revenue recognised in the reporting period that was included in the contract liability
balance at the beginning of the period’ and ‘revenue recognised in the reporting period from performance obligations
satisfied (or partially satisfied) in previous periods. Same has been disclosed as below:

(All amounts in ` in lakh unless otherwise stated)

Description Year ended Year ended
31 March 2021 31 March 2020
Revenue recognised in the reporting period that was included in the 117.42 674.64
contract liability balance at the beginning of the period
Revenue recognised in the reporting period from performance obligations - -
satisfied (or partially satisfied) in previous periods
Total 117.42 674.64

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SUMMARY OF sIGNIFICANT ACCOUNTING POLICIEs

AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2021 (Contd.)

(c) Assets and liabilities related to contracts with customers

(All amounts in ` in lakh unless otherwise stated)

Description As at As at
31 March 2021 31 March 2020
Non-current Current Non-current Current
Contract liabilities related to sale of goods
Advance from customers - 443.16 - 128.17
Deferred revenue - 286.57 - 212.67
Remaining performance obligations as at the reporting date are expected to be recognised over the next year by the
Company.

(d) Reconciliation of revenue recognised in Statement of Profit and Loss with Contract price

(All amounts in ` in lakh unless otherwise stated)

Description Year ended Year ended
31 March 2021 31 March 2020
Contract price 2,29,557.59 2,98,187.48
Less: Discount, rebates, credits etc. (239.97) (362.16)
Revenue from operations 2,29,317.62 2,97,825.32

59. Research and development (R&D) expenditure

For the year ended 31 March 2018, the Company has incurred the capital expenditure amounting ` 1917.62 lakh and revenue
expenditure amounting ` 587.30 lakh which is eligible for weighted deduction under section 35(2AB) of the Income-tax Act,
1961.
Pursuant to receipt of approval from the Department of Scientific and Industrial Research (DSIR) on 16 August 2019, the
Company is eligible to avail weighted deduction under section 35(2AB) of the Income-tax Act, 1961. As per the DSIR guidelines,
the Company is required to disclose the expenditure incurred on in-house R&D activities in the financial statements. The
amount of expenditure as shown in the respective heads of account is as under:
(i) R&D capital expenditure included in additions of property, plant and equipment

(All amounts in ` in lakh unless otherwise stated)

Particulars Year ended
31 March 2020
Computers 28.13
Furnitures 4.76
Office equipments 14.33
Plant & equipments 915.64
Total R&D capital expenditure (net) 962.86

(ii) R&D revenue expenditure included in additions of intangible asset under development

(All amounts in ` in lakh unless otherwise stated)

Particulars Year ended
31 March 2020
Materials consumed 1,076.18
Employee benefit expense 353.89
Power and fuel 202.19
Other research and development expenses 362.25
Total R&D revenue expenditure (gross) 1,994.51
Less: Realisation on sale of R&D assets not capitalised (57.13)
Total R&D revenue expenditure (net) 1,937.38

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(iii) Amount eligible for weighted deduction under Section 35(2AB) of the Income Tax Act, 1961

(All amounts in ` in lakh unless otherwise stated)

Particulars Year ended
31 March 2020
R&D capital expenditure 962.86
R&D revenue expenditure (gross) 1,047.72
2,010.58
Less: Realisation on sale of R&D assets (57.13)
1,953.45
Amount eligible for deduction under Section 35 of the Income Tax Act, 1961 196.89

In accordance with the proviso to Section 35(2AB) of the Income-tax Act, 1961, the Company is eligible to claim deduction
equal to the expenditure incurred on research and development activities from FY 2020-21 onwards as compared to
weighted deduction equal to one and one-half times of the expenditure during the previous financial years. Consequently,
the Company has decided to discontinue the availment of deduction under Section 35(2AB) of the Income-tax Act, 1961
from 01 April 2020.

60. Events after the reporting period

The Company has evaluated all the subsequent events through 22 May 2021, which is the date on which these standalone
financial statements were issued, and no events have occurred from the balance sheet date through that date except for
matters that have already been considered in these standalone financial statements.
However, subsequent to the year end, the Board of Directors on the recommendation of the Nomination and Remuneration
Committee in its meeting held on 19 April 2021, has granted 2,20,000 options to certain identified eligible employees of the
Company and its subsidiaries at ` 2,400 per option, under “Amber Enterprises India Limited Employee Stock Option Plan 2017”.
Vesting will be made in four years in equal ratio i.e. 25% every year, after the statutory period of one year from the date of grant
of the options. Exercise period in respect of the options shall commence after the vesting of such options, as authorised by
the Nomination and Remuneration Committee and the Board of directors, subject to a maximum period of five years. This was
pursuant to the approval from the shareholders through postal ballot concluded on 24 December 2020. These options will vest
in line with the current employment agreements.

61. The Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund
and Gratuity has received presidential assent on 28 September 2020. The effective date from which the changes are
applicable is yet to be notified and the final rules are yet to be framed. The Company will carry out an evaluation of the
impact and record the same in the financial statements in the period in which the Code becomes effective and the related
rules are published.

62. The figures for the corresponding previous year have been regrouped/reclassified, wherever considered necessary, to
make them comparable.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

Annual Report 2020-21 201

 Consolidated Statements

INdEpENdENT AUdITOr’S REpOrT

To the Members of Amber Enterprises India Limited of the Act. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities
Report on the Audit of the Consolidated for the Audit of the Consolidated Financial Statements
Financial Statements section of our report. We are independent of the Group
Opinion in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (‘ICAI’)
1. We have audited the accompanying consolidated
together with the ethical requirements that are relevant
financial statements of Amber Enterprises India
to our audit of the consolidated financial statements
Limited (‘the Holding Company’) and its subsidiaries
under the provisions of the Act and the rules thereunder,
(the Holding Company and its subsidiaries together
and we have fulfilled our other ethical responsibilities
referred to as ‘the Group’), as listed in Annexure I,
in accordance with these requirements and the Code
which comprise the Consolidated Balance Sheet
of Ethics. We believe that the audit evidence we have
as at 31 March 2021, the Consolidated Statement
obtained is sufficient and appropriate to provide a
of Profit and Loss (including Other Comprehensive
basis for our opinion.
Income), the Consolidated Cash Flow Statement and
the Consolidated Statement of Changes in Equity for Emphasis of Matter – COVID-19
the year then ended, and a summary of the significant 4. We draw attention to Note 53(ii)(D) to the accompanying
accounting policies and other explanatory information. consolidated financial statements, which describes
2. In our opinion and to the best of our information the effects of uncertainties relating to the outbreak of
and according to the explanations given to us, the COVID - 19 pandemic and management’s evaluation
aforesaid consolidated financial statements give the of the impact on the Group’s operations and the
information required by the Companies Act, 2013 accompanying financial statements of the Group
(‘Act’) in the manner so required and give a true and as at the balance sheet date, the extent of which is
fair view in conformity with the accounting principles significantly dependent on future developments.
generally accepted in India including Indian Accounting Our opinion is not modified in respect of this matter.
Standards (‘Ind AS’) specified under section 133 of the
Key Audit Matters
Act, of the consolidated state of affairs of the Group,
as at 31 March 2021, and their consolidated profit 5. Key audit matters are those matters that, in our
(including other comprehensive income), consolidated professional judgment, were of most significance in
cash flows and the consolidated changes in equity for our audit of the consolidated financial statements of
the year ended on that date. the current period. These matters were addressed in
the context of our audit of the consolidated financial
Basis for Opinion statements as a whole, and in forming our opinion
3. We conducted our audit in accordance with the thereon, and we do not provide a separate opinion on
Standards on Auditing specified under section 143(10) these matters.

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Overview Reports Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Carrying value of goodwill and intangible assets Our audit work included, but was not restricted to performing the
with indefinite useful life following procedures:
As detailed in Note 2, and 6 to the consolidated a) W  e reviewed management’s process and controls on
financial statements, the group has a carrying identification of indicators of impairment of goodwill under the
value of INR 12,226.84 lakh of goodwill, and INR Indian Accounting Standards framework;
8,168.00 lakh of intangible asset with indefinite b) We understood, evaluated and tested controls around
useful life. management’s assessment of the impairment indicators and
In terms with Indian Accounting Standard 36, the impairment tests performed;
Impairment of Assets, the management has carried c) We obtained the impairment analysis carried out by the
out an impairment analysis which contained management and reviewed the valuation report prepared by
certain significant judgements and estimates an independent valuer and examined the reasonableness of
including forecasting revenue growth, success of key assumptions, including the profit and cash flow growth or
new products, margins and discount rate which decline, terminal values, potential product obsolescence and the
form the basis of such assessments. Changes in selection of discount rates;
these assumptions could lead to an impairment to
d) W e assessed the professional competence, objectivity
the carrying value of goodwill and intangible asset
and capabilities of the third-party expert considered by the
with indefinite useful life.
management for performing the required valuations to estimate
The conclusion of the above analysis was that the recoverable value of the goodwill;
no impairment was required to be recognized on
e) We reconciled the cash flow projections to the business plans
the carrying value of goodwill and other intangible
approved by the Holding Company’s Board of Directors;
assets.
f) We challenged the management on the underlying assumptions
Considering the materiality of the amount
used for the cash flow projections including the expected growth
involved and significant degree of judgement
rates and considered the evidence available to support these
and subjectivity involved in the estimates and
assumptions in light of our understanding of the business;
assumptions used in determining the cash flows
g) W e assessed the reasonableness of the assumptions used
used in the impairment evaluation, we have
and appropriateness of the valuation methodology applied. We
determined impairment of such goodwill and
tested the discount rates and long-term growth rates used in the
other intangible assets (including intangible assets
forecast vis-a-vis industry forecasts and the recent changes in
arising from the business combinations) as a key
economic environment, where appropriate;
audit matter.
h) W e involved auditor’s experts to assess the appropriateness of the
valuation model used by the management and the assumptions
used relating to discount rates, risk premium, industry growth
rates, etc., to assess their reasonability;
i) We evaluated the sensitivity analysis performed by management
in respect of the key assumptions such as discount and growth
rates to ensure that there was sufficient headroom with respect
to the estimation uncertainty impact of such assumptions on the
calculation;
j) We have evaluated the adequacy of disclosures made by the
Holding Company in the consolidated financial statements in
view of the requirements as specified in the Indian Accounting
Standards.

Annual Report 2020-21 203

 Consolidated Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

Key audit matter How our audit addressed the key audit matter
Product development - Intangible assets Our audit work included, but was not restricted to performing the
As disclosed in note 2, 6 and 7 in the consolidated following procedures:
financial statements, the Group develops various a) We obtained an understanding of management’s process for
product models and performs trial runs for assessing costs forming part of research and development
enhancing the performance and increasing the activities and whether such costs meet recognition criteria in
efficiency of the products. The Group has a terms with Indian Accounting Standard 38, Intangible Assets;
research and development department which b) We assessed the design and implementation of controls in
oversees such development process and conducts respect of expenses incurred for trial runs, in addition to testing
trial runs. The Group has capitalised ` 3,236.39 the effectiveness of key controls operating across the business;
Lakh during the year ended 31 March 2021 under
c) We obtained a schedule of all the costs capitalised by the Group
Intangible assets and Intangible assets under
and on test-check basis, verified that the cost of only those raw
development on the trial runs which comprises of
materials, that have been used for the purpose of development
raw material cost (net of scrap sales) and certain
activities and trial runs, were capitalised, as applicable;
attributable overheads. The Group capitalises the
d) We also assessed the reasonableness of overheads allocated
product models when they are ready for sale in the
along with consumption of raw material;
active market.
e) We further evaluated the commercial viability of the product
Such developmental activities represent a
by considering other information obtained during the audit,
significant part of the business and the Group
including products being developed in previous years, the stage of
uses judgement to determine classification of
related sales prospects and, where appropriate, the level of sales
expenditure into research and development phase
generated to determine whether the status and performance of
wherein, as per the applicable accounting guidance,
developed products corroborated management’s assertions
expenditure incurred on research activities is to
over the technical feasibility and the ability to generate ‘probable’
be charged off and development costs may be
future economic benefits;
capitalised, subject to specific conditions. Such
assessment includes assessing whether the f) W  e also ensured that the carrying value of these intangible
product being developed is commercially feasible, assets under development will be fully recovered by the Group
whether the Group has adequate technical, and there are no impairment indicators for these assets. For this
financial and other required resources to complete assessment, we obtained the product assessment which are
the development and whether the costs will be fully being currently developed by the Group and discussed the same
recovered through future sale of the product. with the management, including research and development
personnel. Also, we reviewed the product assessment in
Considering the materiality of the amounts,
reference to developed products which were capitalised in the
significant judgement involved in determining the
earlier years and being currently sold by the Group;
appropriate quantum of development expenses
to be capitalised, including those incurred on trial g) We have evaluated the adequacy of disclosures made by the
runs, this matter has been considered as a key Group in the consolidated financial statements in view of the
audit matter for the current year audit. requirements as specified in the Indian Accounting Standards.

204 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

Information other than the Consolidated Financial of preparation of the consolidated financial statements
Statements and Auditor’s Report thereon by the Board of Directors of the Holding Company, as
7. The Holding Company’s Board of Directors are aforesaid.
responsible for the other information. The other 9. In preparing the consolidated financial statements, the
information comprises the information included in the respective Board of Directors of the companies included
Annual Report, but does not include the consolidated in the Group are responsible for assessing the ability of
financial statements and our auditor’s report thereon. the Group to continue as a going concern, disclosing,
Our opinion on the consolidated financial statements as applicable, matters related to going concern and
does not cover the other information and we do not using the going concern basis of accounting unless the
express any form of assurance conclusion thereon. Board of Directors either intend to liquidate the Group
or to cease operations, or has no realistic alternative
In connection with our audit of the consolidated
but to do so.
financial statements, our responsibility is to read the
other information and, in doing so, consider whether 10. Those Board of Directors are also responsible for
the other information is materially inconsistent with the overseeing the financial reporting process of the
consolidated financial statements or our knowledge companies included in the Group.
obtained in the audit or otherwise appears to be Auditor’s Responsibilities for the Audit of the Consolidated
materially misstated. Financial Statements
The Annual Report is not made available to us at the 11. Our objectives are to obtain reasonable assurance
date of this auditor’s report. We have nothing to report about whether the consolidated financial statements
in this regard. as a whole are free from material misstatement,
Responsibilities of Management and Those Charged with whether due to fraud or error, and to issue an auditor’s
Governance for the Consolidated Financial Statements report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that
8. The accompanying consolidated financial statements
an audit conducted in accordance with Standards on
have been approved by the Holding Company’s Board
Auditing will always detect a material misstatement
of Directors. The Holding Company’s Board of Directors
when it exists. Misstatements can arise from fraud or
is responsible for the matters stated in section 134(5)
error and are considered material if, individually or in
of the Act with respect to the preparation of these
the aggregate, they could reasonably be expected to
consolidated financial statements that give a true
influence the economic decisions of users taken on the
and fair view of the consolidated financial position,
basis of these consolidated financial statements.
consolidated financial performance including other
comprehensive income, consolidated changes in 12. As part of an audit in accordance with Standards on
equity and consolidated cash flows of the Group in Auditing, we exercise professional judgment and
accordance with the accounting principles generally maintain professional skepticism throughout the audit.
accepted in India, including the Ind AS specified We also:
under section 133 of the Act. The respective Board • Identify and assess the risks of material
of Directors/management of the companies included misstatement of the consolidated financial
in the Group are responsible for maintenance of statements, whether due to fraud or error, design
adequate accounting records in accordance with and perform audit procedures responsive to those
the provisions of the Act for safeguarding of the risks, and obtain audit evidence that is sufficient
assets of the companies and for preventing and and appropriate to provide a basis for our opinion.
detecting frauds and other irregularities; selection and The risk of not detecting a material misstatement
application of appropriate accounting policies; making resulting from fraud is higher than for one resulting
judgments and estimates that are reasonable and from error, as fraud may involve collusion, forgery,
prudent; and design, implementation and maintenance intentional omissions, misrepresentations, or the
of adequate internal financial controls, that were override of internal control;
operating effectively for ensuring the accuracy and • Obtain an understanding of internal control
completeness of the accounting records, relevant to relevant to the audit in order to design
the preparation and presentation of the consolidated audit procedures that are appropriate in the
financial statements that give a true and fair view and circumstances. Under section 143(3)(i) of the Act,
are free from material misstatement, whether due to we are also responsible for expressing our opinion
fraud or error, which have been used for the purpose on whether the Holding Company has adequate

Annual Report 2020-21 205

 Consolidated Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

internal financial controls with reference to the because the adverse consequences of doing so would
consolidated financial statements in place and reasonably be expected to outweigh the public interest
the operating effectiveness of such controls; benefits of such communication.
• Evaluate the appropriateness of accounting Report on Other Legal and Regulatory Requirements
policies used and the reasonableness of
16. As required by section 197(16) of the Act, based on
accounting estimates and related disclosures
our audit , we report that the Holding Company and
made by management;
its subsidiary companies covered under the Act paid
• Conclude on the appropriateness of remuneration to their respective directors during the
management’s use of the going concern basis year in accordance with the provisions of and limits
of accounting and, based on the audit evidence laid down under section 197 read with Schedule V to
obtained, whether a material uncertainty exists the Act.
related to events or conditions that may cast
17. As required by Section 143 (3) of the Act, based on our
significant doubt on the ability of the Group to
audit , we report, to the extent applicable, that:
continue as a going concern. If we conclude that
a) we have sought and obtained all the information
a material uncertainty exists, we are required
and explanations which to the best of our
to draw attention in our auditor’s report to the
knowledge and belief were necessary for the
related disclosures in the consolidated financial
purpose of our audit of the aforesaid consolidated
statements or, if such disclosures are inadequate,
financial statements;
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date b) in our opinion, proper books of accounts as
of our auditor’s report. However, future events required by law relating to preparation of the
or conditions may cause the Group to cease to aforesaid consolidated financial statements
continue as a going concern; and have been kept so far as it appears from our
examination of those books;
• Evaluate the overall presentation, structure and
content of the consolidated financial statements, c) the consolidated financial statements dealt with
including the disclosures, and whether the by this report are in agreement with the relevant
consolidated financial statements represent the books of accounts maintained for the purpose
underlying transactions and events in a manner of preparation of the consolidated financial
that achieves fair presentation. statements;
13. We communicate with those charged with governance d) In our opinion, the aforesaid consolidated financial
regarding, among other matters, the planned scope statements comply with Ind AS specified under
and timing of the audit and significant audit findings, section 133 of the Act;
including any significant deficiencies in internal control e) On the basis of the written representations received
that we identify during our audit. from the directors of the Holding Company and
14. We also provide those charged with governance with taken on record by the Board of Directors of the
a statement that we have complied with relevant Holding Company and its subsidiary companies
ethical requirements regarding independence, and to covered under the Act, none of the directors are
communicate with them all relationships and other disqualified as on 31 March 2021 from being
matters that may reasonably be thought to bear on appointed as a director in terms of Section 164(2)
our independence, and where applicable, related of the Act.
safeguards. f) with respect to the adequacy of the internal
15. From the matters communicated with those charged financial controls with reference to financial
with governance, we determine those matters that were statements of the Holding Company, and its
of most significance in the audit of the consolidated subsidiary companies covered under the Act, and
financial statements of the current period and are the operating effectiveness of such controls, refer
therefore the key audit matters. We describe these to our separate report in ‘Annexure II’; and
matters in our auditor’s report unless law or regulation g) with respect to the other matters to be included in
precludes public disclosure about the matter or when, the Auditor’s Report in accordance with rule 11 of
in extremely rare circumstances, we determine that the Companies (Audit and Auditors) Rules, 2014
a matter should not be communicated in our report (as amended), in our opinion and to the best of our

206 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

INdEpENdENT AUdITOr’S REpOrT (Contd.)

information and according to the explanations contracts for which there were any material
given to us: foreseeable losses as at 31 March 2021; and
i. the consolidated financial statements iii. there were no amounts which were required
disclose the impact of pending litigations to be transferred to the Investor Education
on the consolidated financial position of and Protection Fund by the Holding
the Group as detailed in Note 45 to the Company, and its subsidiary companies
consolidated financial statements; covered under the Act, during the year ended
ii. the Holding Company did not have any 31 March 2021.
long-term contracts including derivative

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Sandeep Mehta
Partner
Place: Chandigarh Membership No.: 099410
Date: 22 May 2021 UDIN: 21099410AAAACJ8240

Annual Report 2020-21 207

 Consolidated Statements

ANNExUrE I

List of entities included in the Consolidated Financial Statement (in addition to the holding company):
1. PICL (India) Private Limited
2. IL JIN Electronics (India) Private Limited
3. Appserve Appliance Private Limited
4. Ever Electronics Private Limited
5. Sidwal Refrigeration Industries Private Limited

ANNExUrE II
Independent Auditor’s Report on the internal financial controls with reference to consolidated financial statements under
Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the consolidated Auditor’s Responsibility for the Audit of the Internal
financial statements of Amber Enterprises India Financial Controls with Reference to Financial Statements
Limited (‘the Holding Company’) and its subsidiaries 3. Our responsibility is to express an opinion on
(the Holding Company and its subsidiaries together the internal financial controls with reference to
referred to as ‘the Group’), as at and for the year ended consolidated financial statements of the Holding
31 March 2021, we have audited the internal financial Company, and its subsidiary companies, as aforesaid,
controls with reference to consolidated financial based on our audit. We conducted our audit in
statements of the Holding Company, and its subsidiary accordance with the Standards on Auditing issued by
companies, which are companies covered under the the ICAI prescribed under Section 143(10) of the Act,
Act, as at that date. to the extent applicable to an audit of internal financial
controls with reference to consolidated financial
Responsibilities of Management and Those Charged with
statements, and the Guidance Note issued by the ICAI.
Governance for Internal Financial Controls
Those Standards and the Guidance Note require that
2. The respective Board of Directors of the Holding we comply with ethical requirements and plan and
Company and its subsidiary companies, which are perform the audit to obtain reasonable assurance
companies covered under the Act, are responsible for about whether adequate internal financial controls
establishing and maintaining internal financial controls with reference to consolidated financial statements
based on the internal financial controls over financial were established and maintained and if such controls
reporting criteria established by the Holding Company operated effectively in all material respects.
considering the essential components of internal
4. Our audit involves performing procedures to obtain
control stated in the Guidance Note on Audit of Internal
audit evidence about the adequacy of the internal
Financial Controls over Financial Reporting (‘the
financial controls with reference to consolidated
Guidance Note’) issued by the Institute of Chartered
financial statements and their operating effectiveness.
Accountants of India (‘ICAI’). These responsibilities
Our audit of internal financial controls with reference to
include the design, implementation and maintenance
consolidated financial statements includes obtaining
of adequate internal financial controls that were
an understanding of such internal financial controls,
operating effectively for ensuring the orderly and
assessing the risk that a material weakness exists,
efficient conduct of the Company’s business, including
and testing and evaluating the design and operating
adherence to the Company’s policies, the safeguarding
effectiveness of internal control based on the assessed
of its assets, the prevention and detection of frauds
risk. The procedures selected depend on the auditor’s
and errors, the accuracy and completeness of the
judgement, including the assessment of the risks of
accounting records, and the timely preparation of
material misstatement of the consolidated financial
reliable financial information, as required under the Act.
statements, whether due to fraud or error.

208 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

ANNExUrE II (Contd.)

5. We believe that the audit evidence we have obtained of unauthorised acquisition, use, or disposition of the
is sufficient and appropriate to provide a basis for our company’s assets that could have a material effect on
audit opinion on the internal financial controls with the consolidated financial statements.
reference to consolidated financial statements of the
Inherent Limitations of Internal Financial Controls with
Holding Company, and its subsidiary companies as
Reference to Consolidated Financial Statements
aforesaid.
7. Because of the inherent limitations of internal financial
Meaning of Internal Financial Controls with Reference to controls with reference to consolidated financial
Financial Statements statements, including the possibility of collusion or
6. A company’s internal financial controls with reference improper management override of controls, material
to consolidated financial statements is a process misstatements due to error or fraud may occur and
designed to provide reasonable assurance regarding not be detected. Also, projections of any evaluation
the reliability of financial reporting and the preparation of the internal financial controls with reference to
of consolidated financial statements for external consolidated financial statements to future periods are
purposes in accordance with generally accepted subject to the risk that the internal financial controls
accounting principles. A company’s internal financial with reference to consolidated financial statements
controls with reference to consolidated financial may become inadequate because of changes in
statements include those policies and procedures conditions, or that the degree of compliance with the
that (1) pertain to the maintenance of records that, policies or procedures may deteriorate.
in reasonable detail, accurately and fairly reflect the
Opinion
transactions and dispositions of the assets of the
8. In our opinion, the Holding Company, and its subsidiary
company; (2) provide reasonable assurance that
companies, which are companies covered under the
transactions are recorded as necessary to permit
Act, have in all material respects, adequate internal
preparation of consolidated financial statements
financial controls over financial reporting and such
in accordance with generally accepted accounting
controls were operating effectively as at 31 March
principles, and that receipts and expenditures of the
2021, based on the internal financial controls over
company are being made only in accordance with
financial reporting criteria established by the Holding
authorisations of management and the Board of
Company considering the essential components of
Directors of the company; and (3) provide reasonable
internal control stated in the Guidance Note issued by
assurance regarding prevention or timely detection
the ICAI.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Sandeep Mehta
Partner
Place: Chandigarh Membership No.: 099410
Date: 22 May 2021 UDIN: 21099410AAAACJ8240

Annual Report 2020-21 209

 Consolidated Statements

CONSOLIdATEd BALANCE SHEET

AS AT 31 MArCH 2021

(All amounts in ` in lakh unless otherwise stated)

Particulars Notes As at As at
31 March 2021 31 March 2020
ASSETS
Non-current assets
Property, plant and equipment 4 78,638.68 74,746.41
Capital work-in-progress 5 2,876.46 320.33
Goodwill 6 12,226.84 12,226.84
Other intangible assets 6 23,537.15 23,608.79
Intangible assets under development 7 1,449.98 857.70
Financial assets
Investments 8 5,512.67 -
Loans 9 1,022.69 1,064.15
Other financial assets 10 10,566.50 364.86
Non-current tax assets (net) 11 907.99 1,769.28
Deferred tax assets (net) 28 B 203.12 191.44
Other non-current assets 12 2,071.17 1,596.25
Total non-current assets 1,39,013.25 1,16,746.05
Current assets
Inventories 13 71,628.89 65,569.55
Financial assets
Investments 8 5,294.47 -
Trade receivables 14 1,06,899.17 85,420.16
Cash and cash equivalents 15 17,996.29 7,001.67
Other bank balances 16 10,996.87 5,025.63
Loans 17 2,191.70 1,867.96
Other financial assets 18 818.29 4,527.93
Other current assets 19 3,768.81 3,674.91
Total current assets 2,19,594.49 1,73,087.81
Assets held for sale 20 47.60 247.60
Total assets 3,58,655.34 2,90,081.46
EQUITY AND LIABILITIES
Equity
Equity share capital 21 3,369.37 3,144.65
Other equity 22 1,57,044.72 1,09,695.75
Equity attributable to owners of Holding Company 1,60,414.09 1,12,840.40
Non-controlling interest 23 3,648.52 3,478.64
Total equity 1,64,062.61 1,16,319.04
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 24 16,506.21 13,881.70
Lease liabilities 25 1,186.05 1,292.49
Other financial liabilities 26 - 5,846.36
Provisions 27 1,187.20 1,081.22
Deferred tax liabilities (net) 28 A 7,896.80 6,974.81
Other non-current liabilities 29 178.14 205.68
Total non-current liabilities 26,954.40 29,282.26
Current liabilities
Financial liabilities
Borrowings 30 18,441.35 18,169.47
Trade payables 31
(a) T otal outstanding dues of micro enterprises and small enterprises 520.64 240.56
(b) Total outstanding dues of creditors other than micro enterprises and small 1,31,174.32 1,10,338.82
enterprises
Lease liabilities 25 251.79 244.25
Other financial liabilities 32 8,977.33 9,469.61
Other current liabilities 33 6,718.68 5,634.08
Provisions 34 225.44 194.50
Current tax liabilities (net) 35 1,328.78 188.87
Total current liabilities 1,67,638.33 1,44,480.16
Total liabilities 1,94,592.73 1,73,762.42
Total equity and liabilities 3,58,655.34 2,90,081.46
Summary of Significant accounting policies 2
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Balance Sheet referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

210 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

CONSOLIdATEd STATEmENT Of PrOfIT ANd LOSS

fOr THE YEAr ENdEd 31 MArCH 2021

(All amounts in ` in lakh unless otherwise stated)

Particulars Notes For the year ended For the year ended
31 March 2021 31 March 2020
Income
Revenue from operations 36 3,03,052.01 3,96,279.33
Other income 37 3,309.99 815.81
Total income 3,06,362.00 3,97,095.14
Expenses
Cost of materials consumed 38 2,52,900.97 3,32,471.60
Changes in inventories of intermediate products (including 39 (1,550.47) (2,298.84)
manufactured components) and finished goods
Employee benefits expense 40 10,205.87 10,628.49
Finance costs 41 4,095.87 4,191.06
Depreciation and amortisation expense 42 9,229.67 8,477.49
Other expenses 43 19,466.85 24,551.01
Total expenses 2,94,348.76 3,78,020.81
Profit before tax 12,013.24 19,074.33
Tax expenses
Current tax 48 3,164.57 4,326.06
Deferred tax charge 48 520.75 (1,666.22)
Net profit for the year 8,327.92 16,414.49
Other comprehensive income
Items that will not be reclassified to profit or loss
Re-measurement gain/(loss) on defined benefit obligations 77.58 (126.25)
Income tax relating to these items (19.71) 35.54
Other comprehensive loss for the year 57.87 (90.71)
Total comprehensive income for the year 8,385.79 16,323.78
Net profit attributable to:
Owners of the Holding Company 8,159.25 15,840.37
Non-controlling interest 168.67 574.12
Other comprehensive income attributable to:
Owners of the Holding Company 56.66 (86.83)
Non-controlling interest 1.21 (3.88)
Total comprehensive income attributable to:
Owners of the Holding Company 8,215.91 15,753.54
Non-controlling interest 169.88 570.24
Earning per equity share (Nominal value of equity share ` 10 each) 49
Basic 24.96 50.37
Diluted 24.96 50.37
Summary of Significant accounting policies 2
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Statement of Profit and Loss referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

Annual Report 2020-21 211

 Consolidated Statements

CONSOLIdATEd CASH fLOW STATEmENT

fOr THE YEAr ENdEd 31 MArCH 2021

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
A. Cash flows from operating activities
Profit before tax 12,013.24 19,074.33
Adjustment for:
Depreciation and amortisation expense 9,229.67 8,477.49
Advances and other balances written off 12.71 62.71
Bad debts 22.57 17.78
Gain on fair valuation and sale of investments - (0.69)
Provision for warranty 111.22 24.46
Liabilities no longer required written back (25.72) (4.79)
Government grant income (27.55) (27.62)
Interest income (1,286.97) (213.68)
Loss/(gain) on sale of property, plant and equipment (net) 392.04 (42.24)
Derecognition of financial liability (31.78) -
Loss on account of unapproved product development 113.99 253.91
Impairment loss recognised/ (reversed) 16.57 30.06
Impairment loss on property, plant and equipment 323.39 -
Gain on settlement/fair valuation of deferred consideration (554.82) (164.01)
Mark to market (gain)/loss on forward contracts (63.27) 0.46
Loss on fair valuation of assets held for sale - 25.60
Unrealised foreign exchange (gain)/loss (net) (619.68) 1,551.04
Finance costs 4,061.59 4,191.06
Operating profit before working capital changes 23,687.20 33,255.87
Adjusted for movement in:
Trade receivables (21,497.58) (3,458.83)
Inventories (6,059.34) (5,961.25)
Financial and non-financial assets 3,929.71 149.44
Trade payables 21,752.99 13,639.09
Provisions 103.28 130.68
Financial and non-financial liabilities 973.17 (4,056.14)
Cash generated from operations 22,889.43 33,698.86
Income tax paid (net) (793.52) (4,877.53)
Net cash generated from operating activities A 22,095.91 28,821.33
B. Cash flows from investing activities
Purchase of property, plant and equipment and intangible assets (18,454.18) (14,494.21)
[refer note (c) below]
Proceeds from sale of property, plant and equipment 1,349.12 383.38
Investments made in perpetual debt instruments (10,807.13) -
Payment for acquisition of subsidiary - (15,189.06)
Payment for acquisition of additional stake in subsidiary - (1,529.98)
Payment of deferred consideration for acquisition of remaining stake (4,873.74) -
in subsidiary
Proceeds from sale of investments - 0.69
Movement in bank deposits (15,832.97) (2,677.33)
Movement in security deposits (513.02) 704.42
Interest received on bank deposits 1,031.79 142.46
Net cash used in from investing activities B (48,100.13) (32,659.63)

212 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

CONSOLIdATEd CASH fLOW STATEmENT

fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
C Cash flows from financing activities
Proceeds from issue of equity shares on Qualified Institutional 40,000.00 -
Placement
Share issue costs (642.26) -
Proceeds from short term borrowings (net) 271.88 9,224.14
Proceeds from long-term borrowings 11,452.40 8,365.00
Repayment of long-term borrowings (10,114.86) (5,503.58)
Dividend paid (including taxes) - (1,213.14)
Payment of principal portion of lease liabilities (98.90) (395.06)
Payment of interest portion of lease liabilities (145.53) 164.22
Finance costs paid (3,723.89) (4,301.11)
Net cash generated from financing activities C 36,998.84 6,340.47
D Net increase in cash and cash equivalent (A+B+C) 10,994.62 2,502.17
E Cash and cash equivalent at the beginning of the year 7,001.67 3,885.35
f Cash and cash equivalent of acquired subsidiary - 614.15
Cash and cash equivalent at the end of the year (D+E+F)^ 17,996.29 7,001.67

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
^Cash and cash equivalents include:
Balances with banks:
- in current and cash credit accounts 2,042.17 5,199.73
- deposits with original maturity less than three months 15,940.63 1,483.32
Cheques in hand - 305.00
Cash in hand 13.49 13.62
17,996.29 7,001.67
Notes to cash flow statement
a. The above cash flow statement has been prepared under the “Indirect Method” as set out in Indian Accounting Standard
7 (Ind AS 7) on “Statements of Cash Flows”.
b. Negative figures have been shown in brackets.
c. Additions to property, plant and equipment and intangible assets include movements of capital work-in-progress,
intangible assets under development, capital advances and creditors for capital goods.
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Cash Flow Statement referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

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 Consolidated Statements

CONSOLIdATEd STATEmENT Of CHANGES IN EQUITY

fOr THE YEAr ENdEd 31 MArCH 2021

A Equity share capital

(All amounts in ` in lakh unless otherwise stated)
Particulars Amount
Balance as at 01 April 2019 3,144.65
Changes in equity share capital during the year -
Balance as at 31 March 2020 3,144.65
Equity share capital issued on Qualified Institutions Placement during the year (refer note 21(v)) 224.72
Balance as at 31 March 2021 3,369.37

B Other equity
(All amounts in ` in lakh unless otherwise stated)
Particulars Reserves and surplus Total equity Non- Total
Securities General Retained attributable to controlling
premium reserve earnings equity holders interest
of the Company
Balance as at 01 April 2019 63,431.44 391.80 31,646.71 95,469.95 1,897.99 97,367.94
Profit for the year - - 15,840.37 15,840.37 574.12 16,414.49
Remeasurement of defined benefit - - (86.83) (86.83) (3.88) (90.71)
obligations (net of tax)
Transaction with owners in their
capacity as owners:
Interim dividend (Dividend per equity - - (1,006.29) (1,006.29) - (1,006.29)
share
` 3.20)
Tax on interim dividend - - (206.85) (206.85) - (206.85)
Reduction of non-controlling interest - - 16.04 16.04 (1,546.03) (1,529.99)
due to purchase of additional
ownership stake in subsidiary [refer
note 57 (a)]
Acquisition of non-controlling interest - - (330.64) (330.64) 2,556.44 2,225.80
due to termination of put liability (refer
note 23)
Balance as at 31 March 2020 63,431.44 391.80 45,872.51 1,09,695.75 3,478.64 1,13,174.39
Profit for the year - - 8,159.25 8,159.25 168.67 8,327.92
Remeasurement of defined benefit - - 56.66 56.66 1.21 57.87
obligations (net of tax)
Transaction with owners in their
capacity as owners:
Equity share capital issued on 39,775.28 - - 39,775.28 - 39,775.28
Qualified Institutions Placement during
the year (refer note 21(v))
Share issue costs (642.26) - - (642.26) - (642.26)
Balance as at 31 March 2021 1,02,564.50 391.80 54,088.42 1,57,044.72 3,648.52 1,60,693.24
The accompanying notes form an integral part of the consolidated financial statements.
This is the Consolidated Statement of Changes in Equity referred to in our report of even date.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

214 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021

1. Corporate information and statement Basis of consolidation

of compliance with Indian Accounting Subsidiaries are all entities (including structured
Standards (Ind AS) entities) over which the Group has control. The Group
Amber Enterprises India Limited (the “Company” or controls an entity when the Group is exposed to, or has
“the Holding Company”), together with its subsidiaries rights to, variable returns from its involvement with
are collectively referred to as the “the Group” in these the entity and has the ability to affect those returns
consolidated financial statements. The Company is a public through its power to direct the relevant activities of
limited Company domiciled in India and having its registered the entity. Subsidiaries are fully consolidated from
office situated at C-1, Phase II, Focal Point, Rajpura Town, the date on which control is transferred to the Group.
Punjab - 140401, India was incorporated in 1990 and is They are deconsolidated from the date that control
engaged in the business of manufacturing a versatile range ceases. Statement of profit and loss (including other
of products i.e. Air conditioners, electronics and refrigeration comprehensive income (‘OCI’)) of subsidiaries acquired
solutions to railways, microwave ovens, washing machines, or disposed of during the period are recognised from
refrigerators, heat exchangers, sheet metal components, the effective date of acquisition, or up to the effective
HVAC (Heating, Ventilation and Air Conditioning) products date of disposal, as applicable. All the consolidated
and sevices for mobility applications etc. Currently, the subsidiaries have a consistent reporting date of 31
Group has fifteen manufacturing facilities in India. March 2021.

These consolidated financial statements (‘financial The Group combines the financial statements of the
statements’) of the Group have been prepared to comply Holding Company and its subsidiaries line by line
in all material respects with accounting principles generally adding together like items of assets, liabilities, equity,
accepted in India, including Ind AS notified under the income and expenses. Intercompany transactions,
Companies (Indian Accounting Standards) Rules, 2015 balances and unrealised gains on transactions
under Section 133 of the Companies Act, 2013 (the “Act”), between group companies are eliminated. Unrealised
as amended and other relevant provisions of the Act. losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred
The financial statements for the year ended 31 March
asset. Accounting policies of subsidiaries have been
2021 were authorised and approved for issue by the
changed where necessary to ensure consistency with
Board of Directors on 22 May 2021. The revisions to the
the policies adopted by the Group.
financial statements is permitted by the Board of Directors
after obtaining necessary approvals or at the instance of Non-controlling interests, presented as part of equity,
regulatory authorities as per provisions of the Act. represent the portion of a subsidiary’s statement of
profit and loss and net assets that is not held by the
2. Basis of preparation and significant Group. Statement of profit and loss balance (including
accounting policies each component of OCI) is attributed to the equity
holders of the Holding Company and to the non-
a. Basis of preparation
controlling interests basis the respective ownership
The financial statements have been prepared on interests and the such balance is attributed even if this
accrual and going concern basis under historical cost results in the non-controlling interests having a deficit
convention except for certain financial instruments balance.
and plan assets, which are measured at fair values.
The Group treats transactions with non-controlling
The accounting policies are applied consistently to all
interests that do not result in a loss of control as
the periods presented in the financial statements.
transactions with equity owners of the group. Such a
The significant accounting policies and measurement change in ownership interest results in an adjustment
bases have been summarised below. between the carrying amounts of the controlling
Current versus non-current classification and non-controlling interests to reflect their relative
All assets and liabilities have been classified as current interests in the subsidiary. Any difference between the
or non-current as per the Group’s normal operating amount of the adjustment to non-controlling interests
cycle and as per terms of agreements wherever and any consideration paid or received is recognised
applicable. The Group has considered a normal within equity.
operating cycle of 12 months. Deferred tax assets and Business combination
liabilities are classified as non-current assets and non-
The Group applies the acquisition method in
current liabilities, as the case may be.
accounting for business combinations. The

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

consideration transferred by the Group to obtain services to a customer, excluding amounts collected on
control of a subsidiary is calculated as the sum of behalf of third parties (for example, indirect taxes). The
the acquisition-date fair values of assets transferred consideration promised in a contract with a customer
(including fair value of asset resulting from a contingent may include fixed consideration, variable consideration
consideration arrangement), liabilities incurred by the (if reversal is less likely in future), or both. Revenue
former owners of the acquired entity. Acquisition costs is measured at fair value of consideration received
are generally recognised in the statement of profit and or receivable, after deduction of any trade discounts,
loss as incurred. volume rebates.
Identifiable assets acquired and liabilities and Revenue is recognised either at a point in time or over
contingent liabilities assumed in a business time, when (or as) the Group satisfies performance
combination are measured initially at their acquisition- obligations by transferring the promised goods or
date fair values. services to its customers. A receivable is recognised
Goodwill is initially measured as excess of the when the goods are delivered as this is the case
aggregate of the consideration transferred and the of point in time recognition where consideration is
amount recognised for non-controlling interests, and unconditional because only the passage of time is
any previous interest held, over the net identifiable required.
assets acquired and liabilities assumed. If the fair value The Group recognises contract liabilities for
of the net assets acquired is in excess of the aggregate consideration received in respect of unsatisfied
consideration transferred and where exists clear performance obligations and reports these amounts
evidence of underlying reasons of classifying business as other liabilities in the statement of financial position.
combinations as bargain purchase, the difference Similarly, if the Group satisfies a performance obligation
is recognised in other comprehensive income and before it receives the consideration, the Group
accumulated in equity as capital reserve. However, recognises either a contract asset or a receivable in its
if there is no clear evidence of bargain purchase, the statement of financial position, depending on whether
entity recognises the gain directly in equity as capital something other than the passage of time is required
reserve, without routing the same through other before the consideration is due.
comprehensive income.
Revenue from tool development and job charges
The Company has classified contingent consideration
Revenue in respect of tool development and job
under business combination as financial liability. Such
charges is recognised as per the terms of the contract
financial liability is subsequently measured at fair value
with the customers.
with changes in fair value recognised in profit and loss.
Unbilled revenue
b. Revenue recognition
The billing schedules agreed with customers include
Sale of goods periodic performance-based billing. Revenues in
Revenue arises mainly from the sale of goods. To excess of billing are classified as unbilled revenue while
determine whether to recognise revenue, the Group billing in excess of revenues are classified as contract
follows a 5-step process: liabilities (which we refer to as unearned revenues).
(i) Identifying the contract with a customer Interest income
(ii) Identifying the performance obligations Interest income is recognised on time proportion
(iii) Determining the transaction price basis taking into account the amount outstanding and
(iv) Allocating the transaction price to the performance rate applicable. For all financial assets measured at
obligations amortised cost, interest income is recorded using the
effective interest rate (EIR) i.e. the rate that discounts
(v) Recognising revenue when/as performance
estimated future cash receipts through the expected
obligation(s) are satisfied.
life of the financial asset to the net carrying amount of
The Group considers the terms of the contract and the financial assets. The future cash flows include all
its customary business practices to determine the other transaction costs paid or received, premiums or
transaction price. The transaction price is the amount discounts if any, etc.
of consideration to which the Group expects to be
entitled in exchange for transferring promised goods or

216 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Insurance claims or credit. Unrecognised deferred tax assets are re-

Insurance claims are accounted for on the basis of assessed at each reporting date and are recognised
claims admitted/expected to be admitted and to the to the extent that it has become probable that future
extent that the amount recoverable can be measured taxable profits will allow the deferred tax asset to be
reliably and it is reasonable to expect ultimate recovered.
collection. Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the year when
c. Inventories
the asset is realised or the liability is settled, based
Inventories are valued at the lower of cost and net on tax rates (and tax laws) that have been enacted or
realisable value. Costs incurred in bringing each substantively enacted at the reporting date. Deferred
product to its present location and condition are tax relating to items recognised outside the statement
accounted for as follows: of profit and loss is recognised outside statement of
• Raw materials: cost includes cost of purchase and profit and loss (in OCI or equity depending upon the
other costs incurred in bringing the inventories treatment of underlying item).
to their present location and condition. Cost is
e. Cash and cash equivalents
determined on first in, first out basis.
Cash and cash equivalent in the balance sheet
• Finished goods and intermediate products
comprise cash at banks and on hand and short-term
(including manufactured components): cost
deposits with original maturities of three months or
includes cost of direct materials and labour and a
less that are readily convertible to known amounts of
proportion of manufacturing overheads based on
cash and which are subject to an insignificant risk of
the normal operating capacity. Cost is determined
changes in value.
on first in, first out basis.
• Stores and spares, consumables and packing f. Foreign currency transactions
materials cost includes direct expenses and is The financial statements are presented in Indian Rupee
determined on the basis of first in first out method. (‘`’) which is also the functional currency of the Holding
Net realisable value is the estimated selling price in Company.
the ordinary course of business, less estimated costs Foreign currency transactions are translated into the
of completion and the estimated costs necessary to functional currency using the exchange rates at the
make the sale. dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such
d. Income taxes
transactions and from the translation of monetary
Tax expense recognised in the statement of profit and assets and liabilities denominated in foreign currencies
loss comprises the sum of deferred tax and current tax at year end exchange rates are generally recognised in
not recognised in Other Comprehensive Income (OCI) profit or loss.
or directly in equity.
Foreign exchange differences regarded as an
Current tax is measured at the amount expected to adjustment to borrowing costs are presented in the
be paid to the tax authorities in accordance with the statement of profit and loss, within finance costs. All
Income-tax Act, 1961. Current tax relating to items other foreign exchange gains and losses are presented
recognised outside statement of profit and loss is in the statement of profit and loss on a net basis within
recognised outside statement of profit and loss (i.e. other income/expenses, as the case maybe.
in OCI or equity depending upon the treatment of
underlying item). g. Financial instruments

Deferred tax liabilities are generally recognised in full Initial recognition and measurement
for all taxable temporary differences. Deferred tax Financial assets and financial liabilities are recognised
assets are recognised to the extent that it is probable when the Group becomes a party to the contractual
that the underlying tax loss, unused tax credits or provisions of the financial instrument and are
deductible temporary difference will be utilised against measured initially at fair value adjusted for transaction
future taxable income. This is assessed based on the costs, except for those carried at fair value through
Group’s forecast of future operating results, adjusted profit or loss which are measured initially at fair value.
for significant non-taxable income and expenses Subsequent measurement of financial assets and
and specific limits on the use of any unused tax loss financial liabilities is described below:

Annual Report 2020-21 217

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Non-derivative financial assets • All contractual terms of the financial assets

Subsequent measurement (including prepayment and extension) over the
expected life of the assets.
i. Financial assets carried at amortised cost – a
financial asset is measured at the amortised cost, • Cash flows from the sale of collateral held or
if both the following conditions are met: other credit enhancements that are integral to the
contractual terms.
• The asset is held within a business model
whose objective is to hold assets for Trade receivables: In respect of trade receivables, the
collecting contractual cash flows, and Group applies the simplified approach of Ind AS 109,
which requires measurement of loss allowance at
• Contractual terms of the asset give rise on
an amount equal to lifetime expected credit losses.
specified dates to cash flows that are solely
Lifetime expected credit losses are the expected credit
payments of principal and interest (SPPI) on
losses that result from all possible default events over
the principal amount outstanding.
the expected life of a financial instrument.
After initial measurement, such financial assets
Other financial assets: In respect of its other financial
are subsequently measured at amortised cost
assets, the Group assesses if the credit risk on those
using the effective interest rate (EIR) method.
financial assets has increased significantly since
ii. Investments in equity instruments – The Group initial recognition. If the credit risk has not increased
subsequently measures all equity investments at significantly since initial recognition, the Group
fair value (either through profit or loss or through measures the loss allowance at an amount equal to
other comprehensive income). Dividends from 12-month expected credit losses, else at an amount
such investments are recognised in profit or loss equal to the lifetime expected credit losses.
as other income when the Group’s right to receive
When making this assessment, the Group uses the
payments is established.
change in the risk of a default occurring over the
iii. Financial assets carried at fair value through expected life of the financial asset. To make that
other comprehensive income (FVTOCI) – A assessment, the Group compares the risk of a default
financial asset is measured at FVTOCI if it is occurring on the financial asset as at the balance sheet
held within a business model whose objective date with the risk of a default occurring on the financial
is achieved by both collecting contractual cash asset as at the date of initial recognition and considers
flows on specified dates that are solely payments reasonable and supportable information, that is
of principal and interest on the principal amount available without undue cost or effort, that is indicative
outstanding and selling the financial asset. Fair of significant increases in credit risk since initial
value movements are recognised in the other recognition. The Group assumes that the credit risk on
comprehensive income (OCI). However, the a financial asset has not increased significantly since
Company recognises interest income, impairment initial recognition if the financial asset is determined to
losses and reversals in the statement of profit and have low credit risk at the balance sheet date.
loss. On derecognition of the asset, cumulative
De-recognition of financial assets
gain or loss previously recognised in OCI is
reclassified from equity to the statement of profit A financial asset is primarily de-recognised when the
and loss. contractual rights to receive cash flows from the asset
have expired or the Group has transferred its rights to
Impairment of financial assets
receive cash flows from the asset.
In accordance with Ind AS 109, the Group applies
expected credit loss (ECL) model for measurement Non-derivative financial liabilities
and recognition of impairment loss for financial assets. Subsequent measurement at amortised cost
ECL is the weighted-average of difference between all Subsequent to initial recognition, all non-derivative
contractual cash flows that are due to the Group in financial liabilities are measured at amortised cost
accordance with the contract and all the cash flows using the effective interest method.
that the Group expects to receive, discounted at the
Subsequent measurement at fair value
original effective interest rate, with the respective risks
The financial liability is subsequently measured at fair
of default occurring as the weights. When estimating
value with changes in fair value recognised in profit
the cash flows, the Group is required to consider:
and loss.

218 Amber Enterprises India Limited

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Overview Reports Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

De-recognition of financial liabilities future economic benefits associated with the item will
A financial liability is de-recognised when the obligation flow to the Group and definition of asset is met. All
under the liability is discharged or cancelled or expires. other repair and maintenance costs are recognised in
When an existing financial liability is replaced by another the statement of profit or loss as incurred.
from the same lender on substantially different terms In case an item of property, plant and equipment is
or the terms of an existing liability are substantially acquired on deferred payment basis, interest expenses
modified, such an exchange or modification is treated included in deferred payment is recognised as interest
as the de-recognition of the original liability and the expense and not included in cost of asset.
recognition of a new liability. The difference in the Subsequent measurement (depreciation and useful
respective carrying amounts is recognised in the lives)
statement of profit or loss.
Depreciation on property, plant and equipment
Derivative financial instruments is provided on straight line method based on life
Initial and subsequent measurement prescribed as per Schedule II of the Companies Act,
2013.
Derivatives are initially recognised at fair value on
the date a derivative contract is entered into and are Block of asset Useful life as per
subsequently re-measured to their fair value at the end Companies Act, 2013
(in years)
of each reporting period.
Building 30
Offsetting of financial instruments
Plant and machinery 15
Financial assets and financial liabilities are offset
Computer 3
and the net amount is reported in the balance sheet
if there is a currently enforceable legal right to offset Furniture and fixture 10
the recognised amounts and there is an intention to Office equipment 5-10
settle on a net basis, to realise the assets and settle the Vehicles 8 – 10
liabilities simultaneously. Leasehold improvements Lease term
h. Fair value of financial instruments
De-recognition
In determining the fair value of its financial instruments,
An item of property, plant and equipment and any
the Group uses a variety of methods and assumptions
significant part initially recognised is de-recognised
that are based on market conditions and risks existing
upon disposal or when no future economic benefits
at each reporting date. The methods used to determine
are expected from its use or disposal. Any gain or
fair value include discounted cash flow analysis,
loss arising on de-recognition of the asset (calculated
available quoted market prices and dealer quotes.
as the difference between the net disposal proceeds
All methods of assessing fair value result in general
and the carrying amount of the asset) is included in
approximation of value, and such value may never
the statement of profit and loss when the asset is de-
actually be realised. For financial assets and liabilities
recognised.
maturing within one year from the Balance Sheet date
and which are not carried at fair value, the carrying j. Intangible assets
amounts approximate fair value due to the short Recognition, initial measurement and subsequent
maturity of these instruments. measurement

i. Property, plant and equipment (‘PPE’) Intangible assets acquired separately are measured
on initial recognition at cost. Following initial
Recognition and initial measurement
recognition, intangible assets are carried at cost less
Property, plant and equipment are stated at their any accumulated amortisation and accumulated
cost of acquisition. The cost comprises purchase impairment losses. Internally generated intangibles,
price, borrowing cost if capitalisation criteria are met excluding capitalised development costs, are not
and directly attributable cost of bringing the asset to capitalised and the related expenditure is reflected in
its working condition for the intended use. Any trade profit or loss in the period in which the expenditure is
discount and rebates are deducted in arriving at the incurred.
purchase price. Subsequent costs are included in the Goodwill/ intangible assets with indefinite useful life
asset’s carrying amount or recognised as a separate are not amortised but these are tested for impairment
asset, as appropriate, only when it is probable that annually, or more frequently if events or changes in

Annual Report 2020-21 219

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

circumstances indicate that they might be impaired, l. Impairment of non-financial assets

and are carried at cost less accumulated impairment At each reporting date, the Group assesses whether
losses. there is any indication based on internal/external
Research and development costs factors, that an asset may be impaired. If any such
indication exists, the Group estimates the recoverable
Research costs are expensed as incurred. Development
amount of the asset. The recoverable amount is higher
expenditures on an individual project are recognised as
an intangible asset when the Group can demonstrate: of an asset’s fair value less costs of disposal and value
in use. For this purpose, assets are grouped at the
• The technical feasibility of completing the
lowest levels for which there are separately identifiable
intangible asset so that the asset will be available
cash inflows which are largely independent of the
for use or sale
cash inflows from other assets or group of assets
• Its intention to complete and its ability and (cash generating units). If such recoverable amount
intention to use or sell the asset of the asset or the recoverable amount of the cash
• How the asset will generate future economic generating unit to which the asset belongs is less than
benefits its carrying amount, the carrying amount is reduced to
• The availability of resources to complete the asset its recoverable amount and the reduction is treated as
• The ability to measure reliably the expenditure an impairment loss and is recognised in the statement
during development of profit and loss. If at the balance sheet date, there is an
indication that a previously assessed impairment loss
Following initial recognition of the development
no longer exists, the recoverable amount is reassessed
expenditure as an asset, the asset is carried at cost
and the asset is reflected at the recoverable amount
less any accumulated amortisation and accumulated
impairment losses. Amortisation of the asset begins subject to a maximum of depreciated historical cost
when development is complete and the asset is and the same is accordingly reversed in the statement
available for use. It is amortised over the period of of profit and loss.
expected future benefit. Amortisation expense is m. Right of use assets and lease liabilities
recognised in the statement of profit and loss unless
For all existing and any new contracts entered into on
such expenditure forms part of carrying value of
or after 01 April 2019, the Group considers whether a
another asset.
contract is, or contains a lease. A lease is defined as ‘a
During the period of development, the asset is tested contract, or part of a contract, that conveys the right to
for impairment annually. use an asset (the underlying asset) for a period of time
Amortisation methods and periods in exchange for consideration’.
The Group amortises intangible assets with a finite The Group as a lessee
useful life using the straight-line method over the
Classification of leases
following periods:
The Group enters into leasing arrangements for
Block of asset Useful life (in years)
various assets. The assessment of the lease is based
Computer softwares 6
on several factors, including, but not limited to, transfer
Development costs 7
of ownership of leased asset at end of lease term,
Technical know-how 9-15
lessee’s option to extend/purchase etc.
Customer relationships 5-15
Recognition and initial measurement
Trade name 9
Patents and trademarks 6 At lease commencement date, the Group recognises a
Backlog contracts 1-4 right-of-use asset and a lease liability on the balance
Brand name Indefinite life sheet. The right-of-use asset is measured at cost,
Non-compete agreements 7 which is made up of the initial measurement of the
lease liability, any initial direct costs incurred by the
k. Capital work-in progress
Group, an estimate of any costs to dismantle and
Cost of material consumed and erection charges remove the asset at the end of the lease (if any), and
thereon along with other direct cost incurred by the any lease payments made in advance of the lease
Group for the projects are shown as capital work-in- commencement date (net of any incentives received).
progress until capitalisation.

220 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Subsequent measurement A qualifying asset is one that necessarily takes

The Group depreciates the right-of-use assets on a substantial period of time to get ready for its intended
straight-line basis from the lease commencement date use. Capitalisation of borrowing costs is suspended
to the earlier of the end of the useful life of the right-of- in the period during which the active development is
use asset or the end of the lease term. The Group also delayed due to, other than temporary, interruption.
assesses the right-of-use asset for impairment when o. Provisions, contingent liabilities and contingent
such indicators exist. assets
At lease commencement date, the Group measures the Provisions are recognised when present obligations as
lease liability at the present value of the lease payments a result of a past event will probably lead to an outflow
unpaid at that date, discounted using the interest rate of economic resources and amounts can be estimated
implicit in the lease if that rate is readily available or the reliably. Timing or amount of the outflow may still be
Group’s incremental borrowing rate. Lease payments uncertain. A present obligation arises when there is
included in the measurement of the lease liability are a presence of a legal or constructive commitment
made up of fixed payments (including in substance that has resulted from past events, for example, legal
fixed payments) and variable payments based on disputes or onerous contracts. Provisions are not
an index or rate. Subsequent to initial measurement, recognised for future operating losses.
the liability will be reduced for payments made and
Provisions are measured at the estimated expenditure
increased for interest. It is re-measured to reflect any
required to settle the present obligation, based on the
reassessment or modification, or if there are changes
most reliable evidence available at the reporting date,
in in-substance fixed payments. When the lease
including the risks and uncertainties associated with
liability is re-measured, the corresponding adjustment
the present obligation. Provisions are discounted to
is reflected in the right-of-use asset.
their present values, where the time value of money is
The Group has elected to account for short-term leases material.
and leases of low-value assets using the practical
All provisions are reviewed at each reporting date and
expedients. Instead of recognising a right-of-use asset
adjusted to reflect the current best estimate.
and lease liability, the payments in relation to these are
recognised as an expense in statement of profit and In those cases where the outflow of economic resources
loss on a straight-line basis over the lease term. as a result of present obligations is considered
improbable or remote, no liability is recognised.
The Group as a lessor
Contingent liability is disclosed for:
Leases for which the Group is a lessor is classified as a
• Possible obligations which will be confirmed only
finance or operating lease. Whenever the terms of the
by future events not wholly within the control of
lease transfer substantially all the risks and rewards
the Group or
of ownership to the lessee, the contract is classified
as a finance lease. All other leases are classified as • Present obligations arising from past events where
operating leases. it is not probable that an outflow of resources will
be required to settle the obligation or a reliable
When the Group is an intermediate lessor, it accounts
estimate of the amount of the obligation cannot
for its interests in the head lease and the sublease
be made.
separately. The sublease is classified as a finance or
operating lease by reference to the right-of-use asset Contingent assets are not recognised. However, when
arising from the head lease. inflow of economic benefits is probable, related asset
is disclosed.
For operating leases, rental income is recognised on a
straight-line basis over the term of the relevant lease. p. Government grants

n. Borrowing costs Grants from the government are recognised at their fair
value where there is a reasonable assurance that the
Borrowing costs directly attributable to the acquisitions,
grant will be received and the Group will comply with
construction or production of a qualifying asset are
all attached conditions.
capitalised during the period of time that is necessary
to complete and prepare the asset for its intended Government grants relating to income are deferred
use or sale. Other borrowing costs are expensed in and recognised in the profit or loss over the period
the period in which they are incurred and reported in necessary to match them with the costs that they are
finance costs. intended to compensate and presented within other
income.

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Government grants relating to the purchase of property, as met only when the asset is available for immediate
plant and equipment are included in non-current sale in its present condition subject only to terms
liabilities as deferred income and are credited to profit that are usual and customary for sale of such asset
or loss on a straight-line basis over the expected and its sale is highly probable. Management must be
lives of the related assets and presented within other committed to sale which should be expected to qualify
income. for recognition as a completed sale within one year
from the date of classification.
q. Employee benefits
Non-current assets classified as held for sale are
Expenses and liabilities in respect of employee benefits
presented separately and measured at the lower of
are recorded in accordance with Indian Accounting
their carrying amounts immediately prior to their
Standard 19- Employee Benefits.
classification as held for sale and their fair value less
Defined benefit plans (gratuity) costs to sell. However, some held for sale assets such
The Group operates one defined benefit plan for its as financial assets, assets arising from employee
employees, viz. gratuity. The cost of providing benefits benefits and deferred tax assets, continue to be
under this plan is determined on the basis of actuarial measured in accordance with the Group’s relevant
valuation at each year-end using the projected unit accounting policy for those assets. Once classified as
credit method. Actuarial gain and loss for the defined held for sale, the assets are not subject to depreciation
benefit plan is recognised in full in the period in which or amortisation.
they occur in other comprehensive income. s. Earnings per share
Other long term benefits Basic earnings per share is calculated by dividing the
Accumulated leave expected to be carried forward net profit or loss for the period attributable to equity
beyond twelve months, is treated as long term shareholders (after deducting attributable taxes) by the
employee benefit. Such long term compensated weighted average number of equity shares outstanding
absences are provided for based on the actuarial during the period. The weighted average number of
valuation using the projected unit credit method at the equity shares outstanding during the period is adjusted
year end. Accumulated leave, which is expected to be for events including a bonus issue.
utilised within the next 12 months, is treated as short For the purpose of calculating diluted earnings per
term employee benefit. share, the net profit or loss for the period attributable to
Liability under continuity linked key resource and equity shareholders and the weighted average number
deferred salary schemes is provided for on actuarial of shares outstanding during the period are adjusted
valuation basis, which is done as per the projected unit for the effects of all dilutive potential equity shares.
credit method at the end of each financial period. t. Segment reporting
Defined contribution plans Operating segments are reported in a manner
Provident fund consistent with the internal reporting done to the chief
operating decision maker. The Group operates in a
The Group makes contribution to statutory provident
single operating segment and geographical segment
fund in accordance with Employees Provident Fund
and Miscellaneous Provisions Act, 1952. The plan is
3. Recent accounting pronouncement
a defined contribution plan and contribution paid or
On 24 March 2021, the Ministry of Corporate Affairs (MCA),
payable is recognised as an expense in the period in
notified amendments in Schedule III to the Companies Act,
which services are rendered by the employee.
2013 effective from 1 April 2021. Following are key amended
Short-term employee benefits provisions which may have impact on the presentation of
Expense in respect of other short term benefits is the consolidated financial statements of the group:
recognised on the basis of the amount paid or payable
Balance sheet:
for the period during which services are rendered by
• Certain additional disclosures in the statement of
the employee.
changes in equity such as changes in equity share
r. Non-current assets held for sale capital due to prior period errors and restated balances
An entity shall classify a non-current asset (or disposal at the beginning of the current reporting period.
group) as held for sale if its carrying amount will be • Specified format for disclosure of shareholding of
recovered principally through a sale transaction rather promoters.
than through continuing use. This condition is regarded

222 Amber Enterprises India Limited

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Overview Reports Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

• Specified format for ageing schedule of trade assessment of several external and internal factors
receivables, trade payables, capital work-in-progress which could result in deterioration of recoverable
and intangible assets under development. amount of the assets.
• If a Company has not used funds for the specific (ii) Recognition of deferred tax assets
purpose for which it was borrowed from banks and
The extent to which deferred tax assets can be
financial institutions, then disclosure of details of
recognised is based on an assessment of the
where it has been used.
probability of the future taxable income against which
• Reconciliation of quarterly statement of current assets the deferred tax assets can be utilised. The recognition
submitted to bank/financial institution for secured of deferred tax assets and reversal thereof is based on
borrowings with books of accounts and disclosure of estimates of future taxable profits.
material discrepancy, if any.
(iii) Contingent liabilities
• Specific disclosure under ‘additional regulatory
requirement’ such as compliance with approved The Group is the subject of certain legal proceedings
schemes of arrangements, compliance with number of which are pending in various jurisdictions. Due to the
layers of companies, title deeds of immovable property uncertainty inherent in such matters, it is difficult to
not held in name of Company, loans and advances predict the final outcome of such matters. The cases
to promoters, promoters’ shareholding, directors, and claims against the Group often raise difficult and
key managerial personnel (KMP) and related parties, complex factual and legal issues, which are subject
details of benami property held etc. to many uncertainties, including but not limited to the
facts and circumstances of each particular case and
Statement of profit and loss: claim, the jurisdiction and the differences in applicable
• Additional disclosures relating to undisclosed income, law. In the normal course of business, management
Corporate Social Responsibility (CSR) and crypto or consults with legal counsel and certain other experts
virtual currency specified under the head ‘additional on matters related to litigation and taxes. The Group
information’ in the notes to the standalone financial accrues a liability when it is determined that an adverse
statements. outcome is probable and the amount of the loss can be
• Disclosure of specified financial ratios such as current reasonably estimated.
ratio, debt equity ratio, DSCR, ROE, Turnover ratios, Net Sources of estimation uncertainty:
profit ratio, ROCE, ROI etc.
(i) Provisions
The Group is currently evaluating the impact of these
At each balance sheet date, basis the management
amendments on its consolidated financial statements.
judgment, changes in facts and legal aspects, the
Significant accounting judgements, estimates and Group assesses the requirement of provisions against
assumptions the outstanding warranties and guarantees. However,
When preparing the financial statements management the actual future outcome may be different from
undertakes a number of judgments, estimates and management’s estimates.
assumptions about recognition and measurement of (ii) Fair valuation of financial instruments
assets, liabilities, income and expenses.
Management applies valuation techniques to
The actual results are likely to differ from the judgments, determine the fair value of financial instruments (where
estimates and assumptions made by management, and will active market quotes are not available). This involves
seldom equal the estimated results. developing estimates and assumptions consistent with
Information about significant judgments, estimates and how market participants would price the instrument.
assumptions that have the most significant effect on
(iii) Recoverability of advances/receivables
recognition and measurement of assets, liabilities, income
and expenses are discussed below: At each balance sheet date, based on historical default
rates observed over expected life, the management
Significant judgements:
assesses the expected credit loss on outstanding
(i) Evaluation of indicators for impairment of non- receivables and advances.
financial assets
The evaluation of applicability of indicators of
impairment of non-financial assets requires

Annual Report 2020-21 223

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224
4. Property, plant and equipment

(All amounts in ` in lakh unless otherwise stated)

Description Freehold Leasehold Buildings Leasehold Plant and Plant and Furniture Vehicles Office Computers Right Right of Total
land land improvements equipment - equipment - and fixtures equipment of Use- Use- Land
Owned Leasehold Plant and
equipment
Gross block
As at 01 April 2019 3,165.65 3,244.38 14,237.52 111.21 61,137.52 2,707.77 885.80 808.65 632.75 609.28 - - 87,540.53
Adjustment on transition to Ind AS 116 - - - - - - - - - - - 1,327.45 1,327.45
Reclassified on account of transition to (3,244.38) - - - (481.89) - - - - 481.89 3,244.38 -
Ind AS 116
Additions pursuant to business 1,591.24 - 713.03 - 464.43 - 16.19 132.33 27.04 19.09 - - 2,963.35
combination [refer note 55]
Additions - - 2,080.66 44.85 8,795.04 - 221.42 58.59 244.04 184.39 170.27 - 11,799.26
Disposals/adjustments - - (0.29) - 1,839.47 (2,225.88) (0.10) (94.86) (1.52) - - - (483.18)
Classified as held for sale (143.76) - (194.48) - - - - - - - - - (338.24)
As at 31 March 2020 4,613.13 - 16,836.44 156.06 72,236.46 - 1,123.31 904.71 902.31 812.76 652.16 4,571.83 1,02,809.17
Additions 2,699.38 - 1,066.08 3.76 7,967.25 - 92.32 98.80 130.30 168.79 - - 12,226.69
Disposals/adjustments (652.98) - (1,025.79) (54.69) (1,100.50) - (1.45) (117.93) (1.84) (2.29) - - (2,957.48)
As at 31 March 2021 6,659.53 - 16,876.73 105.13 79,103.22 - 1,214.17 885.58 1,030.77 979.26 652.16 4,571.83 1,12,078.38
Accumulated depreciation
As at 01 April 2019 - 150.66 1,815.42 40.16 18,330.99 688.76 343.55 254.66 387.51 422.89 - - 22,434.60
Reclassified on account of transition to - (150.66) - - - (94.80) - - - - 94.80 150.66 -
Ind AS 116
Charge for the year - - 535.65 3.66 4,566.75 - 106.84 146.94 142.56 109.11 30.56 193.18 5,835.25
Disposals/adjustments - - (0.29) - 523.77 (593.96) (0.10) (70.08) (1.39) - - - (142.05)
Classified as held for sale - - (65.04) - - - - - - - - - (65.04)
As at 31 March 2020 - - 2,285.74 43.82 23,421.51 - 450.29 331.52 528.69 532.00 125.36 343.84 28,062.76
Charge for the year - - 574.67 4.00 4,781.10 - 113.25 98.23 186.50 143.37 146.04 200.48 6,247.64
Disposals/adjustments - - (353.55) (6.85) (457.63) - (0.89) (48.28) (1.78) (1.74) - - (870.70)
As at 31 March 2021 - - 2,506.86 40.97 27,744.98 - 562.66 381.47 713.41 673.63 271.40 544.32 33,439.70
Net block as at 31 March 2020 4,613.13 - 14,550.70 112.24 48,814.95 - 673.02 573.19 373.62 280.76 526.80 4,227.99 74,746.41
Net block as at 31 March 2021 6,659.53 - 14,369.87 64.16 51,358.24 - 651.51 504.11 317.36 305.63 380.76 4,027.51 78,638.68
Notes:

(i) Contractual obligations

Refer note 44 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

(ii) Right-of-use assets

Refer note 50 for information on on right of use assets.
(iii) Refer note 61 for Research and development (R&D) expenditure.
(iv) During the year, there was an impairment loss on property, plant and equipment amounting to ` 323.39 lakh.

Amber Enterprises India Limited

Consolidated Statements
 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

5. Capital work-in-progress

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Capital work-in-progress 2,876.46 320.33
2,876.46 320.33

(i) The borrowing cost capitalised during the year ended 31 March 2021 was ` 28.80 lakh (previous year ` 9.10 lakh) under
capital work in progress.
(ii) Movement in capital work in progress:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Capital work-in-progress as at 01 April 2019 890.35
Add: additions during the year 402.54
Less: capitalisation during the year (972.56)
Capital work-in-progress as at 31 March 2020 320.33
Add: additions during the year 2,870.71
Less: capitalisation during the year (314.58)
Capital work-in-progress as at 31 March 2021 2,876.46

(iii) During the year, expenses aggregating to ` 197.34 lakh (previous year ` 319.24 lakh), net off scrap income have been
capitalised under capital work-in-progress. The aforesaid expenses comprises of raw material consumption, personnel
costs, power and fuel charges and other related expenses.

Annual Report 2020-21 225

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226
6. Intangible assets

(All amounts in ` in lakh unless otherwise stated)

Description Goodwill Softwares Product Technical Customer Brandname Tradename Backlog Non Patent and Total other
development knowhow relationships Contracts Compete trademark intangible
Agreements assets
Gross block
As at 01 April 2019 6,719.51 1,017.21 11,629.59 1,158.00 454.00 - 452.00 - - 31.00 14,741.80
Additions pursuant to business 6,975.06 - - 4,178.00 - 8,168.00 - 516.60 73.05 - 12,935.65
combination [refer note 55]
Impact on account of change in (1,438.13) - - - - - - - - - -
deferred tax recognised pursuant to
business combination [refer note 48
(iii)]
Additions - 301.75 3,864.09 - - - - - - - 4,165.84
Balance as at 31 March 2020 12,256.44 1,318.96 15,493.68 5,336.00 454.00 8,168.00 452.00 516.60 73.05 31.00 31,843.29
Additions - 380.27 2,530.12 - - - - - - - 2,910.39
Disposals - - - - - - - - - - -
Balance as at 31 March 2021 12,256.44 1,699.24 18,023.80 5,336.00 454.00 8,168.00 452.00 516.60 73.05 31.00 34,753.68
Accumulated amortisation
Balance as at 31 March 2019 29.60 408.00 4,886.51 135.46 68.96 - 63.15 - - 30.18 5,592.26
Charge for the year - 168.94 1,798.90 373.65 63.37 - 50.36 177.27 9.58 0.17 2,642.24
Balance as at 31 March 2020 29.60 576.94 6,685.41 509.11 132.33 - 113.51 177.27 9.58 30.35 8,234.50
Charge for the year - 192.70 2,077.90 396.22 63.20 - 50.22 191.19 10.44 0.17 2,982.03
Disposals - - - - - - - - - - -
Balance as at 31 March 2021 29.60 769.63 8,763.31 905.33 195.53 - 163.73 368.46 20.01 30.52 11,216.53
Net block as at 31 March 2020 12,226.84 742.02 8,808.27 4,826.89 321.67 8,168.00 338.49 339.33 63.47 0.65 23,608.79
Net block as at 31 March 2021 12,226.84 929.60 9,260.49 4,430.67 258.47 8,168.00 288.27 148.14 53.03 0.48 23,537.15
Notes:
(i) Amortisation for the year has been included in line item ‘Depreciation and amortisation expense’ in statement of profit and loss.
(ii) Impairment testing of Goodwill and intangible asset with indefinite useful life
During the previous year, the Group entered into a business combination with Sidwal Refrigeration Industries Private Limited, whereby it acquired goodwill and Brandname with indefinite useful life of
` 15,143.06 lakhs. Other than that the Group has recognised goodwill amounting ` 6,719.51 lakhs from acquisition of other subsidiaries.
The Group tests goodwill and brandname annually for impairment, or more frequently if an event occurs to warrant a review. The recoverable amount attributed to the CGU is based on value in use
calculations. The key assumptions made in undertaking the value in use calculations involve estimating post-tax cash flows.
Budgeted profit and cash flow forecasts for the financial year ending 31 March 2021 have been extrapolated for a period of five years and a terminal growth rate of 5% has been applied thereafter and used
as the basis of the calculations.
Discount rate assumptions are based on management estimates of the internal cost of capital likely to apply over the expected useful economic life of the goodwill and management’s view of the risk
associated. A discount rate of 15.84% has been applied.

Amber Enterprises India Limited

Consolidated Statements
 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

7. Intangible assets under development

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Intangible assets under development 1,449.98 857.70
1,449.98 857.70

Notes:
(i) Movement in intangible assets under development:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Intangible assets under development as at 01 April 2019 2,477.64
Add: additions during the year 2,567.21
Less: capitalisation during the year (3,933.24)
Less: loss on account of unapproved product development (253.91)
Intangible assets under development as at 31 March 2020 857.70
Add: additions during the year 3,236.39
Less: capitalisation during the year (2,530.12)
Less: loss on account of unapproved product development (113.99)
Intangible assets under development as at 31 March 2021 1,449.98

(ii) During the year, expenses aggregating to ` 3,236.39 lakh (previous year: ` 2,533.21 lakh), net off scrap income have been
capitalised under Intangible assets under development.. The aforesaid expenses comprises of raw material consumption,
personnel costs, power and fuel charges and other related expenses.
(iii) Refer note 61 for Research and development (R&D) expenditure.

Annual Report 2020-21 227

 Consolidated Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

8. Non-current investments

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Investment in bonds (quoted) (Fair value through other comprehensive
income):
HDFC Bank Limited: 500 8.85% Unsecured Non-Convertible Perpetual 5,512.67 -
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series
I (with first Call Option 12 May 2022) of ` 10,00,000 each, fully paid
5,512.67 -
Aggregate amount of quoted investments and market value thereof 5,512.67 -
Aggregate amount of unquoted investments - -
Aggregate amount of impairment in the value of investments - -

Current investments

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Investment in bonds (quoted) (Fair value through other comprehensive income):
State Bank of India: 250 9.00% Unsecured Non-Convertible Perpetual 2,654.43 -
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series
I (with first Call Option 06 September 2021) of ` 10,00,000 each, fully paid
State Bank of India: 250 8.75% Unsecured Non-Convertible Perpetual 2,640.04 -
Subordinated Basel III Compliant Tier 1 Bonds in the nature of Debentures Series
II (with first Call Option 27 September 2021) of ` 10,00,000 each, fully paid
5,294.47 -
Aggregate amount of quoted investments and market value thereof 5,294.47 -
Aggregate amount of unquoted investments - -
Aggregate amount of impairment in the value of investments - -

9. Loans (non-current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Security deposits
- Unsecured, considered good 1,022.69 1,064.15
- Credit impaired 12.58 -
1,035.27 1,064.15
Impairment allowance
- Credit impaired (12.58) -
1,022.69 1,064.15
Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and
note 53 - Financial risk management for assessment of expected credit losses

228 Amber Enterprises India Limited

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Overview Reports Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

10. Other financial assets (non-current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Bank deposits with more than 12 months maturity 10,203.83 170.71
Government grant receivable 34.14 61.32
Recoverable on account of electricity duty subsidy 328.53 132.83
10,566.50 364.86

Notes:
(i) Refer note 16(i) for bank deposits which are under restriction.
(ii) Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost
and note 53 - Financial risk management for assessment of expected credit losses

11. Non-current tax assets (net)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Non-current tax assets (net of provision) 907.99 1,769.28
907.99 1,769.28

12. Other non-current assets

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Capital advances 1,929.41 1,324.32
Balance with statutory and government authorities* 5.33 6.83
Prepaid expenses 134.93 265.10
Security deposits 1.50 -
2,071.17 1,596.25
* includes deposit paid under protest with statutory authorities (refer note 45)

13. Inventories

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
(Valued at lower of cost or net realisable value, unless otherwise stated)
Raw materials
- in hand 50,769.21 49,995.13
- in transit 7,633.51 3,554.15
Intermediate products (including manufactured components) 1,572.13 3,657.13
Finished goods* 10,916.75 7,281.32
Stores, spares and other consumables 166.84 161.34
Packing materials 570.45 920.48
71,628.89 65,569.55
* Finished goods include goods in transit amounting to ` 206.11 lakh (previous year: ` Nil lakh)

Annual Report 2020-21 229

 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

14. Trade receivables

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
- Unsecured, considered good 1,06,978.87 85,523.92
- Credit impaired 541.41 542.10
1,07,520.28 86,066.02
Impairment allowance
- Unsecured, considered good (79.70) (103.76)
- Credit impaired (541.41) (542.10)
1,06,899.17 85,420.16

Notes:
(i) The carrying values of trade receivables are considered to be a reasonable approximation of fair values.
(ii) Refer note 53 - Financial risk management for assessment of expected credit losses.
(iii) For details related to related party receivables, refer note 46 - related party disclosures

15. Cash and cash equivalents

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Balances with banks:
- in current and cash credit accounts 2,042.17 5,199.73
- deposits with original maturity less than three months 15,940.63 1,483.32
Cheques in hand - 305.00
Cash in hand 13.49 13.62
17,996.29 7,001.67
The carrying values are a reasonable approximate of their fair values.

16. Other bank balances

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Earmarked bank balances [refer note (i)] 9.71 0.28
Deposits with original maturity upto three months and pledged [refer note (ii)] 203.79 138.28
Deposits with original maturity more than three months but less than twelve 10,783.37 4,887.07
months [refer note (ii)]
10,996.87 5,025.63
Notes:
(i) Earmarked balances with banks pertain to unclaimed dividends.
(ii) Bank deposits which are under restriction:
Fixed deposits with banks held as margin money for letter of credits, bank 1,521.52 851.45
guarantees, working capital facilities and buyers credit
Fixed deposits lodged with banks for issue of guarantees in favour of tax 29.60 8.68
authorities
Fixed deposits with banks held till security perfection - 174.15
1,551.12 1,034.28
(iii) The carrying values are a reasonable approximate of their fair values.

230 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

17. Loans (current)*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Unsecured, considered good
Security deposits (refer note 46) 1,662.53 1,120.64
Loans to others 50.24 -
Loans to employees (refer note 46) 478.93 747.32
2,191.70 1,867.96
* The Group does not have any loans which are either credit impaired or where there is significant increase in credit risk.
The carrying values are considered to be a reasonable approximation of fair value.

18. Other financial assets (current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Recoverable on account of budgetary support 28.78 2,931.72
Unbilled revenue 649.68 1,534.11
Recoverable on account of electricity duty subsidy 39.54 -
Derivative asset 62.81 -
Other recoverable amounts 37.48 62.10
818.29 4,527.93
The carrying values are considered to be a reasonable approximation of fair values.

19. Other current assets

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Advance to suppliers 1,095.19 1,905.34
Balance with statutory and government authorities 2,250.38 1,401.55
Advance to employees 60.13 78.61
Prepaid expenses 363.11 289.41
3,768.81 3,674.91

20. Assets held for sale

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Land and building 47.60 247.60
47.60 247.60

Notes:
(i) Details of assets held for sale :
The Group executed agreements to sell during the previous year:
(a) for transfer of its premises in Kalamb, Himachal Pradesh registered in the name of Amber Enterprises India Limited
for a consideration of ` 200.00 lakh (Written down value ` 225.60 lakh). The said property is transfered during the
year when permissions from Himachal Pradesh Government Department was received.

Annual Report 2020-21 231

 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(b) for transfer of its land and building in Kalamb, Himachal Pradesh registered in the name of Sidwal Refrigerations
Industries Private Limited for a consideration of ` 129.54 lakh (Written down value ` 47.60 lakh). The said transfer is
subject to the permissions from Himachal Pradesh Government Department.
(ii) Non-recurring fair value measurements
Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the time
of re-classification. This is Level 3 measurement as per fair value hierarchy set out in fair value measurement disclosures
(refer note 52).

21. Equity share capital

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Authorised capital
4,50,00,000 (previous year: 45,000,000) Equity shares of ` 10 each 4,500.00 4,500.00
4,500.00 4,500.00
Issued, subscribed capital and fully paid up
3,36,93,731 (previous year : 31,446,540) Equity shares of ` 10 each 3,369.37 3,144.65
3,369.37 3,144.65

(i) Terms/rights attached to equity shares

The Holding Company has only one class of equity shares having a par value of ` 10 each. Each holder of equity share
is entitled to one vote per share. In the event of liquidation of the Holding Company, holders of equity shares will be
entitled to receive any of the remaining assets of the Holding Company, after distribution of all preferential amounts. The
distribution will be in proportion to the number of equity shares held by the shareholders.

(ii) Reconciliation of equity shares outstanding at the beginning and at the end of the year

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
No. of (` in lakh) No. of (` in lakh)
shares shares
Equity share capital of ` 10 each fully paid up
Balance at the beginning of the year 3,14,46,540 3,144.65 3,14,46,540 3,144.65
Add: Equity share capital issued on qualified institutions 22,47,191 224.72 - -
placement during the year (refer note v below)
Balance at the end of the year 3,36,93,731 3,369.37 3,14,46,540 3,144.65

(iii) Shareholders holding more than 5% of shares of the Holding Company as at balance sheet date

(All amounts in ` in lakh unless otherwise stated)

Particulars As on As on
31 March 2021 31 March 2020
No. of % holding No. of % holding
shares shares
Mr. Jasbir Singh 70,59,165 20.95% 70,59,165 22.45%
Mr. Daljit Singh 60,74,205 18.03% 60,74,205 19.32%
Ascent Investment Holdings Pte. Ltd. 32,88,820 9.76% 65,77,639 20.92%

(iv) The Holding Company has neither issued equity shares pursuant to contract without payment being received in cash or
any bonus shares nor has there been any buy-back of shares in the current year and five years immediately preceding the
balance sheet date.

232 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(v) The Holding Company through Qualified Institutional Placement (QIP) allotted 2,247,191 equity shares of face value of
` 10 each to the eligible Qualified Institutional Buyers (QIB) at a issue price of 1,780 per equity share (including a premium
of 1,770 per equity share) aggregating to ` 40,000 lakh on 10 September 2020. The issue was made in accordance with
the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the “SEBl ICDR Regulations”),
and Sections 42 and 62 of the Companies Act, 2013, as amended, including the rules made thereunder (the ‘Issue”).
Expenses incurred in relation to QIP amounting to ` 642.26 lakh has been adjusted from Securities Premium. Funds
received pursuant to QIP have been utilised towards the object stated in the placement document.

22. Other equity

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
General reserve
Balance at the beginning and end of the year 391.80 391.80
Securities premium
Balance at the beginning of the year 63,431.44 63,431.44
Add: Equity share capital issued on qualified institutions placement during the 39,775.28 -
year [refer note 21(v)]
Add: Share issue costs (642.26) -
Balance at the end of the year 1,02,564.50 63,431.44
Surplus in the statement of profit and loss
Balance at the beginning of the year 45,872.51 31,646.71
Add: Net profit for the year 8,159.25 15,840.37
Add: Purchase of additional ownership stake in subsidiary [refer note 57(a)] - 16.05
Less: Termination of put liability recognised for acquisition of non-controlling - (330.64)
interest (refer note 23)
Less: Equity dividend (Dividend per equity share ` 3.20) - (1,006.29)
Less: Tax on equity dividend - (206.85)
Add: Other comprehensive income/(loss):
Remeasurement of defined benefit obligations (net of tax) 56.66 (86.83)
Balance at the end of the year 54,088.42 45,872.51
1,57,044.72 1,09,695.75

Nature and purpose of other equity

Securities premium
Securities premium represents premium received on issue of shares. The securities premium is being utilised in accordance
with the provisions of the Companies Act, 2013.

General reserve
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.
General reserve is created by a transfer from one component of “other equity” to another.

Annual Report 2020-21 233

 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

23. Non-controlling interest

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Balance at the beginning of the year 3,478.64 1,897.99
Less: Reduction of non-controlling interest due to purchase of additional - (1,546.03)
ownership stake in subsidiary [refer note 57(a)]
Add: Acquisition of non-controlling interest due to termination of put liability* - 2,556.44
Add : Net profit for the year 168.67 574.12
Add : Other comprehensive income 1.21 (3.88)
Balance at the end of the year 3,648.52 3,478.64
*During the year ended 31 March 2018, the Group had made an investment of ` 5,442.50 lakh for acquisition of 70% of the
share capital comprising of 1,320,613 equity shares of IL JIN Electronics (India) Private Limited (“IL JIN”) on 28 December
2017, for remaining 30% of the share capital, the Group had written a put option as well as have a call option to buy the
remaining stake, therefore the Group had recorded ` 2,225.80 lakh as put liability using anticipated acquisition method.
On 15 October 2019, the shareholder’s agreement was amended and put option has been terminated. Accordingly, put liability
has been derecognised and non-controlling interest of ` 2,556.44 lakh has been recognised.

24. Long-term borrowings [refer note (i)]

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Secured
Term loans
from banks 12,390.91 6,451.17
from others 4,046.92 7,338.81
Vehicle loan
from banks 41.87 42.45
from others 26.51 49.27
16,506.21 13,881.70

234 Amber Enterprises India Limited

 SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES
ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Notes:
(i) For repayment terms of the outstanding long-term borrowings (including current maturities) refer the table below:

Annual Report 2020-21

(All amounts in ` in lakh unless otherwise stated)
S. Nature of Name of Lender As at Nature of securities Interest Tenure of repayment
No. loan Company rate
31 March 2021 31 March 2020
Non- Current Non- Current
Current Current
1 Term loan Holding RBL Bank Ltd. 3,333.33 833.33 4,166.67 833.33 Exclusive charge by way of hypothecation on moveable fixed assets having minimum value of 7.00% p.a. 20 equal quarterly instalments
from bank Company ` 6,140 lakh. ending in March 2026.
2 Term loan Holding Tata Capital - - 4,625.00 375.00 Pari Passu charge by way of mortgage over property situated at Plot No.-D-36,37,38, Industrial 10.75% p.a. The loan has been repaid
from Others Company Financial area, Selaqui, Dehradun. Also, pari passu charge by way of hypothecation on moveable fixed (LTLR less during the current year.
Services assets having minimum value of ` 6000 lakh (WDV as on 31 March 2018). Also, pledge of 7.75%)
Limited 56% shares of Sidwal Refrigeration Industries Private Limited. It is also secured by personal
guarantees of Mr. Jasbir singh (Chairman & CEO and Director).
3 Term loan Holding Bajaj Finance 1,454.55 363.64 2,500.00 500.00 Pari Passu charge by way of mortgage over property situated at Plot No.-D-36,37,38, Industrial 8.30% p.a. 20 equal quarterly instalments
from Others Company Limited area, Selaqui, Dehradun. Also Pari passu charge by way of hypothecation on moveable fixed ending in March 2026.
Assets having minimum value of ` 6000 lakh (WDV as on 31 March 2018). It is also secured by
Exclusive charge by way of hypothecation on moveable fixed Assets having minimum value of
` 2000 lakh (WDV as on 31 March 2018) and also secured by pledge of 24% shares of Sidwal
Refrigeration Industries Private Limited.
4 Term loan Holding Siemens - 52.76 52.76 202.69 Exclusive charge by way of hypothecation on equipment funded by term loan and non interest 10.75% 10 equal monthly installments
from Others Company Financial bearing refundable security deposit amounting to ` 160.56 lakh. It is also secured by personal ending in January 2022
Services guarantees of Mr. Jasbir singh (Chairman & CEO and Director) and Mr. Daljit singh (Managing
Private Director).
Limited
5 Term loan Holding HDFC Bank 2,000.00 - - - Extension of second ranking charge over existing primary and collateral securities including 6.50% p .a. 47 equal monthly installments
from bank Company Ltd. mortgages created in favour of the Bank. beginning from April 2022 and
ending in February 2026.
6 Term loan Holding Kotak Bank 1,803.99 70.01 - - Second charge on first pari passu hypothecation charge to be shared with Banks on all existing 6.00% p .a. 48 equal monthly installments
from bank Company Ltd. and future current assets and moveable fixed assets excluding exclusively charged with other (repo beginning from February 2022
Overview
Corporate

lenders and first pari passu equitable mortgage charge on immoveable properties being land rate+2% and ending in January 2026.
and building located at 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri Toe, Distt: Jhajjar p.a.)
(Haryana) and C-1, Phase-II, Focal Point, Rajpura.
7 Term loan Holding HDFC Bank 3,500.00 1,000.00 - - Movable Fixed assets: Exclusive Charge on the assets funded through term loan. Exclusive 7.35% p.a. 18 equal quarterly installments
from bank Company Ltd. Charge by way of equitable mortgage on warehouse owned by the Company, located at Khasra beginning from February 2022
Number 321/1 and Khasra Number 321/1/1 , Village Selaqui Central Hope Town, Industrial Area and ending in August 2025.
Reports
Statutory

, Tehsil Vikas Nagar, Pargana Pachwadoon, District -Dehradun.

8 Vehicle Holding HDFC Bank - 3.26 3.26 4.00 Hypothecation of specific vehicles purchased out of the proceeds of those loans 9.25% p.a. The loan is to be repaid as per
loans from Company Ltd. the repayment schedule in
bank equivated annual instalments.

235
Financial
Statements
 SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES
ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

236
(All amounts in ` in lakh unless otherwise stated)
S. Nature of Name of Lender As at Nature of securities Interest Tenure of repayment
No. loan Company rate
31 March 2021 31 March 2020
Non- Current Non- Current
Current Current
9 Term loan Subsidiary RBL Bank - 78.65 39.38 157.50 Secured by first pari pasu charge on all the present and future current assets of the Company, 9.10% p.a Repayable in 2 quarterly
from bank Company Limited first pari passu charge on moveable property, plant and equipment of the Company (excluding installments with last
those which are exclusively hypothecated with other Banks/Financial Institutions), first pari instalment payable on 30
passu charge on immovable property - Plot No. 619, Sector 69, IMT, Faridabad in the name of September 2021
the Company . The above term loans (except Working Capital Term loan from RBL Bank Limited)
are also secured by corporate guarantees of Amber Enterprises India Limited (Holding Company)
and only the term loan from RBL Bank Limited is secured by personal guarantees of Mr. Jasbir
Singh (Director) and Mr. Daljit Singh (Managing Director) of the Company.
10 Term loan Subsidiary Yes bank 100.00 100.00 175.00 100.00 Secured by first pari pasu charge on all the present and future current assets of the Company, 8.55% p.a Repayable in 9 quarterly
from bank Company first pari passu charge on moveable property, plant and equipment of the Company (excluding installments with last
those which are exclusively hypothecated with other Banks/Financial Institutions), first pari instalment payable on 11
passu charge on immovable property - Plot No. 619, Sector 69, IMT, Faridabad in the name of March 2023.
the Company . The above term loans (except Working Capital Term loan from RBL Bank Limited)
are also secured by corporate guarantees of Amber Enterprises India Limited (Holding Company)
and only the term loan from RBL Bank Limited is secured by personal guarantees of Mr. Jasbir
Singh (Director) and Mr. Daljit Singh (Managing Director) of the Company.
11 Term loan Subsidiary RBL Bank - 42.10 31.50 42.00 Secured by first pari pasu charge on all the present and future current assets of the Company, 8.75% p.a. Repayable in 4 quarterly
from bank Company Limited first pari passu charge on moveable property, plant and equipment of the Company (excluding installments with last
those which are exclusively hypothecated with other Banks/Financial Institutions), first pari instalment payable on
passu charge on immovable property - Plot No. 619, Sector 69, IMT, Faridabad in the name of 11 March 2022.
the Company . The above term loans (except Working Capital Term loan from RBL Bank Limited)
are also secured by corporate guarantees of Amber Enterprises India Limited (Holding Company)
and only the term loan from RBL Bank Limited is secured by personal guarantees of Mr. Jasbir
Singh (Director) and Mr. Daljit Singh (Managing Director) of the Company.
12 Term loan Subsidiary Axis Bank 1,850.48 - - - Secured by first pari pasu charge on all the present and future current assets of the Company, 8.20% p.a. Repayable in 22 quarterly
from bank Company Limited first pari passu charge on moveable property, plant and equipment of the Company (excluding installments with last
those which are exclusively hypothecated with other Banks/Financial Institutions), first pari instalment payable on 31
passu charge on immovable property - Plot No. 619, Sector 69, IMT, Faridabad in the name of December 2027.
the Company . The above term loans (except Working Capital Term loan from RBL Bank Limited)
are also secured by corporate guarantees of Amber Enterprises India Limited (Holding Company)
and only the term loan from RBL Bank Limited is secured by personal guarantees of Mr. Jasbir
Singh (Director) and Mr. Daljit Singh (Managing Director) of the Company.
13 Term loan Subsidiary RBL Bank 650.00 - - - Secured by first pari pasu charge on all the present and future current assets of the Company, 6.25% p.a. Repayable in 36 monthly
from bank Company Limited first pari passu charge on moveable property, plant and equipment of the Company (excluding installments with last
those which are exclusively hypothecated with other Banks/Financial Institutions), first pari instalment payable on 31
passu charge on immovable property - Plot No. 619, Sector 69, IMT, Faridabad in the name of March 2025.
the Company . The above term loans (except Working Capital Term loan from RBL Bank Limited)
are also secured by corporate guarantees of Amber Enterprises India Limited (Holding Company)
and only the term loan from RBL Bank Limited is secured by personal guarantees of Mr. Jasbir
Singh (Director) and Mr. Daljit Singh (Managing Director) of the Company.

Amber Enterprises India Limited

Consolidated Statements
 SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES
ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S. Nature of Name of Lender As at Nature of securities Interest Tenure of repayment
No. loan Company rate

Annual Report 2020-21

31 March 2021 31 March 2020
Non- Current Non- Current
Current Current
14 Term loan Subsidiary HDFC bank 828.95 552.63 1,105.26 552.63 Secured by way of first charge on Plant and Machinery and first charge on land and building of the 7.60% p.a Repayable in 30 monthly
from bank Company factory situated at 27 & 28, Ecotech, Greater Noida. The term loans is also secured by corporate installments with last
guarantee of Holding Company. instalment payable on
30 September 2023.
15 Vehicle Subsidiary HDFC bank - - The term loan from bank is secured by way of hypothecation of car. 9.25% p.a Repayable in 8 monthly
loans from Company installments with last
bank instalment paid on 05
November, 2019
16 Term loan Subsidiary IDFC bank - - Term loan from IDFC bank is secured by way of exclusive charge on all current and fixed assets 10.50% p.a Repayable in 48 monthly
from bank Company of the Company (including land and building of plant situated at 27 & 28, Ecotech, Greater Noida). installments with last
The term loans is also secured by corporate guarantee of holding Company. instalment payable on 31
March 2023. However, term
loan from IDFC bank is repaid.
There is no outstanding as on
31 March 2020.
17 Vehicle Subsidiary HDFC bank - 1.03 1.03 5.91 The term loan from bank is secured by way of hypothecation of car. 8.50% p.a Repayable in 2 monthly
loans from Company installments with last
bank instalment payable on 05 May
2021
18 Vehicle Subsidiary HDFC bank - 1.03 1.03 5.91 The term loan from bank is secured by way of hypothecation of car. 8.50% p.a Repayable in 2 monthly
loans from Company installments with last
bank instalment payable on 05 May
2021
19 Vehicle Subsidiar y HDFC bank - 1.52 1.52 8.69 The term loan from bank is secured by way of hypothecation of car. 8.50% p.a Repayable in 2 monthly
loans from Company installments with last
bank instalment payable on 05 May
2021
Overview
Corporate

20 Vehicle Subsidiar y HDFC bank 12.21 6.49 18.69 5.92 The term loan from bank is secured by way of hypothecation of car. 8.75% p.a Repayable in 32 monthly
loans from Company installments with last
bank instalment payable on 7
November, 2023
21 Vehicle Subsidiar y Indusind Bank 0.22 2.65 2.87 2.40 The term loan from bank is secured by way of hypothecation of Truck. 9.96% p.a Repayable in 14 monthly
Reports

loans from Company installments with last

Statutory

bank instalment payable on 12 May

2022
22 Vehicle Subsidiar y Indusind Bank 0.22 2.65 2.87 2.40 The term loan from bank is secured by way of hypothecation of Truck. 9.96% p.a Repayable in 14 monthly
loans from Company installments with last
bank instalment payable on 12 May

237
2022
Financial
Statements
 SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES
ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

238
(All amounts in ` in lakh unless otherwise stated)
S. Nature of Name of Lender As at Nature of securities Interest Tenure of repayment
No. loan Company rate
31 March 2021 31 March 2020
Non- Current Non- Current
Current Current
23 Vehicle Subsidiar y HDFC bank 24.88 5.12 - - The term loan from bank is secured by way of hypothecation of Car. 7.70% p.a Repayable in 60 monthly
loans from Company installments with last
bank instalment payable on 5
March 2026
24 Term loan Subsidiar y IDFC Bank - - - 1,530.00 Secured by way of exclusive charge on all current assets and property, plant and equipment of the 10% The Company has repaid the
from bank Company Company. The term loan is also secured by corporate guarantee of Holding Company. p.a.(MCLR entire loan on 08 April 2020
9.10%
p.a. plus
spread)
25 Term loan Subsidiary HDFC bank 935.00 340.00 1,190.00 340.00 Secured by way of exclusive charge on all current assets and property, plant and equipment of the 7.55% Repayable in 15 quarterly
from bank Company Company. The term loan is also secured by corporate guarantee of Holding Company. (MCLR installments with last
7.20% plus instalment payable on 03
spread) December 2024
26 Vehicle Subsidiary Kotak - 2.89 2.89 3.55 Secured by way of hypothecation of car 9.70% p.a. Repayable in 9 monthly
loans from Company Mahindra installments with last
bank Bank instalment payable on 05
December 2021
27 Vehicle Subsidiary Kotak 4.33 3.95 8.28 3.59 Secured by way of hypothecation of car 9.25% p.a. Repayable in 24 monthly
loans from Company Mahindra installments with last
bank Bank instalment payable on 05
March 2023
28 Vehicle Subsidiary HDFC Bank 2.69 2.66 5.30 2.44 Secured by way of hypothecation of car 8.55% p.a. Repayable in 23 monthly
loans from Company instalments with last
bank instalment payable on 07
February 2023.
29 Vehicle Subsidiary HDFC Bank 2.90 4.64 7.54 4.25 Secured by way of hypothecation of car 8.75% p.a. Repayable in 19 monthly
loans from Company instalments with last
bank instalment payable on 05
October 2022.
30 Vehicle Subsidiary HDFC Bank 2.55 2.83 5.38 2.60 Secured by way of hypothecation of car 8.45% p.a. Repayable in 22 monthly
loans from Company instalments with last
bank instalment payable on 07
January 2023.
31 Vehicle Subsidiary HDFC Bank 0.66 1.86 2.52 1.71 Secured by way of hypothecation of car 8.45% p.a. Repayable in 16 monthly
loans from Company instalments with last
bank instalment payable on 05 July
2022.

Amber Enterprises India Limited

Consolidated Statements
 SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES
ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S. Nature of Name of Lender As at Nature of securities Interest Tenure of repayment

Annual Report 2020-21

No. loan Company rate
31 March 2021 31 March 2020
Non- Current Non- Current
Current Current
32 Vehicle Subsidiary HDFC Bank 0.23 0.65 0.88 0.60 Secured by way of hypothecation of car 8.45% p.a. Repayable in 16 monthly
loans from Company instalments with last
bank instalment payable on 05 July
2022.
33 Vehicle Subsidiary HDFC Bank 0.32 0.84 1.14 0.77 Secured by way of hypothecation of car 8.45% p.a. Repayable in 16 monthly
loans from Company instalments with last
bank instalment payable on 05 July
2022.
34 Vehicle Subsidiary HDFC Bank 0.23 0.65 0.88 0.60 Secured by way of hypothecation of car 8.45% p.a. Repayable in 16 monthly
loans from Company instalments with last
bank instalment payable on 05 July
2022.
35 Vehicle Subsidiary HDFC Bank 0.23 0.65 0.88 0.60 Secured by way of hypothecation of car 8.45% p.a. Repayable in 16 monthly
loans from Company instalments with last
bank instalment payable on 05 July
2022.
36 Vehicle Subsidiary HDFC Bank 1.78 1.39 3.17 1.27 Secured by way of hypothecation of car 8.90% p.a. Repayable in 26 monthly
loans from Company instalments with last
bank instalment payable on 07 May
2023.
37 Vehicle Subsidiary Yes Bank 14.93 6.98 21.59 6.36 Secured by way of hypothecation of car 9.15% p.a. Repayable in 34 monthly
loans from Company instalments with last
bank instalment payable on 15
January 2024.
Less : Unamortised processing fees (18.49) - (95.59) -
Overview
Corporate

Total 16,506.21 3,486.86 13,881.70 4,696.71

(ii) Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial assets measured at amortised cost and note 53 - Financial risk management for assessment of expected credit losses
Reports
Statutory

239
Financial
Statements
 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

25. Lease liabilities*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Long term maturities of lease liabilities 1,186.05 1,292.49
1,186.05 1,292.49
Current maturities of lease liabilities 251.79 244.25
251.79 244.25
*Lease liabilities amounting to ` 1,437.84 lakh (previous year: ` 1,536.74 lakh) are secured by the mortgage and hypothecation
of assets financed. For disclosures related to finance lease obligations, refer note 50 - Leases and note 46 - Related party
disclosures.

26. Other financial liabilities (non-current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Deferred consideration [refer note (i) below] - 5,846.36
- 5,846.36

Notes:
(i) Deferred consideration includes initial deferred consideration for the acquisition of 80% stake of Sidwal and remaining
sale shares consideration for acquisition of 20% stake of Sidwal payable at the time of second closing. Remaining sale
shares consideration meets the definition of contingent consideration within the scope of Ind AS 109 and has been
measured at fair value on acquisition date and subsequently at fair value through statement of profit and loss. The
Company has entered into second amendment to share purchase agreement dated 17 September 2020 for settlement of
the deferred consideration and acquisition of remaining stake in the Sidwal. Consequently, the Company has extinguished
the deferred consideration liability by payment amounting to ` 4,873.74 lakh and recognised the gain amounting to
` 554.82 lakh.
Further, the Company has recognised the current deferred consideration liability amounting to ` 417.80 lakh for payment
of unrecovered receivables, pre-acquisition tax refunds etc. The same has been measured at amortised cost.
(ii) Refer note 52 - Fair value disclosures for disclosure of fair value in respect of financial liabilities and note 53 for the
maturity profile of financial liabilities.

27. Provisions (non-current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Provision for employee benefits*
Gratuity 843.75 807.93
Compensated absences 343.45 273.29
1,187.20 1,081.22
*For disclosures related to provision for employee benefits, refer note 51 - Employee benefit obligations.

240 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

28A. Deferred tax liabilities (net)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Tax effect of items constituting deferred tax assets:
Provision for employee benefits 182.16 311.82
Financial assets and financial liabilities at amortised cost 114.88 108.96
Tax impact of other expenses charged in the financial statement but allowable 84.58 110.81
as deductions in future years under income tax
Allowance for credit impaired receivables 11.30 159.74
Unabsorbed depreciation - 158.92
Others 28.49 46.14
Tax credit (minimum alternate tax) 3,652.30 4,223.64
Total deferred tax assets 4,073.71 5,120.02
Set-off of deferred tax liabilities pursuant to set-off provisions (4,073.71) (5,120.02)
Net deferred tax assets - -
Tax effect of items constituting deferred tax liabilities
Property, plant and equipment and intangible assets 11,970.51 12,089.69
Others - 5.14
Total deferred tax liabilities 11,970.51 12,094.83
Set-off of deferred tax liabilities pursuant to set-off provisions (4,073.71) (5,120.02)
Net deferred tax liabilities 7,896.80 6,974.81

28b. Deferred tax assets (net)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Tax effect of items constituting deferred tax liabilities:
Property, plant and equipment and intangible assets 560.89 156.90
Financial assets and financial liabilities at amortised cost 0.04 -
Total deferred tax liabilities 560.93 156.90
Set-off of deferred tax liabilities pursuant to set-off provisions (560.93) (156.90)
Net deferred tax liabilities - -
Tax effect of items constituting deferred tax assets
Unabsorbed depreciation 421.69 331.72
Provision for employee benefits 199.24 16.62
Provision for warranty expenses 3.17 -
Allowance for credit impaired receivables 139.49 -
Financial assets and financial liabilities at amortised cost 0.46 -
Total deferred tax assets 764.05 348.34
Set-off of deferred tax liabilities pursuant to set-off provisions (560.93) (156.90)
Net deferred tax assets 203.12 191.44

Annual Report 2020-21 241

 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

Notes:

(i) Movement in deferred tax assets/(liabilities) for year ended 31 March 2021:

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April 2020 Recognised Recognised in Others 31 March 2021
in Other Statement of
comprehensive profit and loss
income
Tax effect of items constituting
deferred tax assets:
Provision for employee benefits (352.88) 19.71 (48.23) - (381.40)
Provision for warranty expenses (6.16) - 2.99 - (3.17)
Financial assets and financial (108.95) - (6.36) - (115.31)
liabilities at amortised cost
Tax impact of other expenses (80.24) - (4.34) - (84.58)
charged in the financial statement
but allowable as deductions in future
years under income tax
Allowance for credit impaired (159.73) - 8.94 - (150.79)
receivables
Unabsorbed depreciation (490.65) - 68.96 - (421.69)
Others (46.14) - 17.65 - (28.49)
Tax credit (minimum alternate tax) (4,223.64) - 201.48 369.86 (3,652.30)
Total deferred tax assets (5,468.37) 19.71 241.08 369.86 (4,837.73)
Tax effect of items constituting
deferred tax liabilities
Property, plant and equipment and 12,246.59 - 284.82 12,531.41
intangible assets
Others 5.15 - (5.15) -
Total deferred tax liabilities 12,251.74 - 279.67 - 12,531.41
Deferred tax liabilities (net) 6,783.37 19.71 520.75 369.86 7,693.68

(ii) Movement in deferred tax assets/(liabilities) for year ended 31 March 2020:

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April Acquisition Recognised Recognised Others 31 March
2019 of subsidiary in other statement of 2020
(refer note comprehensive profit and loss
55) income
Tax effect of items constituting
deferred tax assets:
Provision for employee benefits (152.10) (93.18) (33.76) (73.84) - (352.88)
Provision for warranty expenses - - - (6.16) - (6.16)
Financial assets and financial (107.19) (0.11) - (11.39) 9.74 (108.95)
liabilities at amortised cost
Tax impact of other expenses (165.65) - - 85.41 - (80.24)
charged in the financial
statement but allowable as
deductions in future years under
income tax
Allowance for credit impaired (10.82) (174.38) - 25.47 - (159.73)
receivables
Unabsorbed depreciation (725.54) - - 234.89 - (490.65)

242 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars 01 April Acquisition Recognised Recognised Others 31 March
2019 of subsidiary in other statement of 2020
(refer note comprehensive profit and loss
55) income
Inventories (143.76) 94.46 - 49.30 - -
Others (51.84) - - 5.70 - (46.14)
Tax credit (minimum alternate (3,745.75) - - (1,179.63) 701.74 (4,223.64)
tax)
Total deferred tax assets (5,102.64) (173.21) (33.76) (870.25) 711.48 (5,468.37)
Tax effect of items constituting
deferred tax liabilities
Property, plant and equipment 9,462.10 5,016.04 - (783.68) (1,447.87) 12,246.59
and intangible assets
Provision for employee benefits 15.36 - (1.78) (13.58) - -
Others 3.84 - - 1.29 - 5.15
Total deferred tax liabilities 9,481.30 5,016.04 (1.78) (795.97) (1,447.87) 12,251.74
Deferred tax liabilities (net) 4,378.67 4,842.82 (35.54) (1,666.22) (736.39) 6,783.37

(iii) Refer note 48 for income tax related disclosures.

29. Other non-current liabilities

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Deferred revenue* 178.14 205.68
178.14 205.68
*Represents government grant which is not covered under the scope of Ind AS 115. Refer note 56 for details.

30. Short-term borrowings

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Secured
Working capital demand loans 12,237.17 15,450.69
Cash credits 1,393.97 1,082.30
Buyers credit 4,260.52 -
Discounting facilities 99.69 136.48
Unsecured
Working capital demand loans - 1,500.00
Loan from director of subsidiary companies 450.00 -
18,441.35 18,169.47

Notes:

a. Details of security of short term borrowings for the year ended 31 March 2021
In case of holding Company, Cash Credits, Buyers Credit and Working Capital demand Loan facilities (except ICICI Bank
on residuary charge) are secured by first pari passu charge on all the present and future current assets of the Company,
first pari passu charge on all the present and future moveable fixed assets (excluding those which are under exclusive
hypothecated with other Banks/FIs) of the Company, first pari passu charge by way of mortgage of immovable properties
located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab and 15th Km Stone, Gurgaon Jhajjar Road, Village Dadri
Toe, Distt: Jhajjar (Haryana) in the name of the Company.

Annual Report 2020-21 243

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

In case of the subsidiary Company (PICL (India) Private Limited), Cash credit facilities and domestic bill discounting
facility are secured by first pari pasu charge on all the present and future current assets of the Company, first pari passu
charge on moveable property, plant and equipment of the Company (excluding those which are exclusively hypothecated
with other Banks/Financial Institutions), first pari passu charge on immovable property - Plot No.-619, Sector-69, IMT,
Faridabad in the name of the Company. The loans are also secured by corporate guarantees of Holding Company.
In case of the subsidiary Company (IL JIN Electronics (India) Private Limited), working capital demand loan is secured by
way of exclusive charge on all current assets and Plant and Machinery of the Company (including land and building of
plant situated at 27 & 28, Ecotech, Greater Noida) and is also secured by corporate guarantee of Holding Company.
In case of the subsidiary Company (Ever Electronics Private Limited), ‘The cash credit facility and working capital demand
loan are secured by way of exclusive charge on all current assets incliding Stock and Book debt and exclusive charge by
negative lien on Land and Building at Gat No.161/2, Pimple Jagtap Road, Bhima Koregaon, Pune, Maharashtra and is also
secured by corporate guarantee of Holding Company.
In case of the subsidiary Company (Sidwal Refrigeration Industries Private Limited), Cash Credits from bank is secured by
first charge on all current and movable fixed assets of the Company, equitable mortgage on industrial plot No. 23, Sector
6, Faridabad, 121007 Haryana and is also secured by corporate guarantee given by Holding Company.

b. Terms of repayment and interest rate for the year ended 31 March 2021
- Working capital demand loans from Banks amounting to ` 12,237.17 lakh, carrying interest rate varying from 4.85%
to 6% p.a. is repayable on respective due dates.
- Cash Credit from Banks amounting to ` 1,393.97 lakh, carrying interest rate in the range of 7.00% p.a. to 10.00% p.a.
is repayable on demand.
- Buyers credits from Banks amounting to ` 4,260.52 lakh, carrying interest rate in the range of LIBOR+ 0.32 to LIBOR
+0.80 is repayable on respective due dates.
- Domestic bill discounting facilities include secured purchase bills discounting of ` 99.69 lakh, carrying interest rate
at 9% to 9.35% p.a. is repayable on respective due dates.
- Interest free unsecured loan amounting ` 300 lakh and ` 150 lakh taken by subsidiary companies i.e. Ever Electronics
Private Limited and IL Jin Electronics (India) Private Limited respectively from Mr. Hyun Chul Sim, director of the
subsidiary companies is repayable on demand.

c. Details of security of short term borrowings for the year ended 31 March 2020
In case of holding Company, cash credits and working capital demand Loan facilities (except Federal Bank, fully unsecured)
are secured by first pari passu charge on all the present and future current assets of the Company, first pari passu charge
on all the present and future moveable fixed assets (excluding those which are under exclusive hypothecated with other
Banks/FIs) of the Company, first pari passu charge by way of mortgage of industrial properties including land and building
located at Plot No. C-1, Phase-II, Focal Point, Rajpura, Punjab in the name of the Company and 15th Km Stone, Gurgaon
Jhajjar Road, Village Dadri Toe, Distt: Jhajjar (Haryana).
In case of the subsidiary Company (PICL (India) Private Limited), working capital demand loans, cash credit facilities and
domestic bill discounting facility are secured by first pari pasu charge on all the present and future current assets of the
Company, first pari passu charge on moveable property, plant and equipment of the Company (excluding those which
are exclusively hypothecated with other Banks/Financial Institutions), first pari passu charge on immovable property,
plant and equipment - Plot No. 92, Sector-6, Faridabad in the name of the Company and first pari passu charge on Plot
No. 99, Sector-6, Faridabad in the name of holding Company. The loans are also secured by corporate guarantees of
holding Company and personal guarantees of Mr. Jasbir Singh (Director) and Mr. Daljit Singh (Managing Director) of the
Company. These facilities carry interest rate ranging from 9.75% p.a. to 10.45% p.a. (31 March 2019: from 9.00% p.a. to
10.40% p.a.).
In case of the subsidiary Company (IL JIN Electronics (India) Private Limited), the cash credit facility and working capital
demand loan from HDFC bank is secured by way of exclusive charge on all current and fixed assets of the Company
(including land and building of plant situated at 27 & 28, Ecotech, Greater Noida) and is also secured by corporate
guarantee of holding Company.

244 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

The working capital demand loan from Bajaj Finance limited is secured by way of pari pasu charge on all current assets
of the Company and is also secured by corporate guarantee of holding Company.
In case of the subsidiary Company (Sidwal Refrigeration Industries Private Limited), cash credits from bank are secured
by first charge on all current and movable fixed assets of the Company and equitable mortgage on industrial plot No. 23,
Sector 6, Faridabad, 121007 Haryana and corporate guarantee given by holding Company.

d. Terms of repayment and interest rate for the year ended 31 March 2020
- Working capital demand loans from Banks amounting to ` 16,950.69 lakh, carrying interest rate varying from 7.80%
p.a. to 10.00% p.a. is repayable on demand.
- Cash Credit from Banks amounting to ` 1,082.30 lakh, carrying interest rate varying from 9.00% p.a. to 10.45% p.a.
is repayable on demand.
- Discounting facilities include secured purchase bills discounting of ` 136.48 lakh, carrying interest rate at 9.75% p.a.
is repayable on demand.

e. Reconciliation of liabilities arising from financing activities

(All amounts in ` in lakh unless otherwise stated)

Particulars Long-term Lease liabilities Short-term Total
borrowings borrowings
(including
current
maturities)
As at 01 April 2019 16,185.96 - 8,947.86 25,133.82
Cash flows:
Proceeds from borrowings 8,365.00 - 9,224.14 17,589.14
Repayment of borrowings (5,503.58) (395.06) - (5,898.64)
Non-cash:
Reclassification on adoption of Ind AS 116 (551.88) 551.88 - -
Adjustment on adoption of Ind AS 116 as on - 1,215.49 - 1,215.49
01 April 2019
Adjustment on adoption of Ind AS 116 during - 156.71 - 156.71
the year
Impact of amortised cost adjustment for 14.15 7.73 (2.53) 19.35
borrowings
Acquisition of subsidiary [refer note 55] 68.77 - - 68.77
As at 31 March 2020 18,578.42 1,536.74 18,169.47 38,284.63
Cash flows:
Proceeds from borrowings 11,452.40 - 271.88 11,724.28
Repayment of borrowings (10,114.86) (98.90) - (10,213.76)
Non-cash:
Impact of amortised cost adjustment for 77.10 - - 77.10
borrowings
As at 31 March 2021 19,993.06 1,437.84 18,441.35 39,872.25

Annual Report 2020-21 245

 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

31. Trade payables*

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Dues of micro enterprises and small enterprises [refer note (i) below] 520.64 240.56
Dues of creditors other than micro enterprises and small enterprises 1,31,174.32 1,10,338.82
(refer note 46)
1,31,694.96 1,10,579.38
*includes acceptances arrangements where operational suppliers of goods and services are initially paid by banks where there
is no recourse on the Group.

Notes:

(i) Disclosures pursuant to section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Pursuant to the requirements under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006),
the following information has been determined by the management to the extent such parties have been identified on the
basis of information submitted to the Company, including but not limited to the UDYAM registration certificates obtained
from suppliers who have registered themselves under the MSMED Act, 2006, certificates from Chartered Accountant
regarding gross investment in plant and equipment as on 31 March 2021, and the latest audited balance sheets of the
suppliers

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Principal amount remaining unpaid 516.32 237.95
Interest accrued and due thereon remaining unpaid 4.32 2.61
Interest paid by the Company in terms of section 16 of MSMED Act, 2006, - -
along with the amount of the payment made to the suppliers and service
providers beyond the appointed day during the year
Interest due and payable for the period of delay in making payment (which - -
has been paid but beyond the appointed day during the year), but without
adding the interest specified under MSMED Act, 2006.
Interest accrued and remaining unpaid as at the end of the year 4.32 2.61
Further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid
to the small enterprise for the purpose of disallowance as a deductible
expenditure under section 23 of the MSMED Act, 2006.

(ii) The carrying values are considered to be reasonable approximation of their fair values.

32. Other financial liabilities (Current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Current maturities of long-term borrowings:
Term loan [also refer note 24(i)]
from banks 2,823.30 3,255.96
from others 637.15 1,377.18
Vehicle loan [also refer note 24(i)]
from banks 23.15 35.23
from others 3.26 28.33

246 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Creditors for capital expenditure 1,303.89 950.72
Interest accrued 180.53 65.47
Expenses payable [refer note 46] 1,021.78 587.67
Employee related payables [refer note 46] 1,582.27 1,090.26
Trade acceptances 977.27 2,037.17
Deferred consideration [refer note 26(i)] 417.80 -
Derivative liability - 0.46
Security deposits 6.44 9.10
Unpaid dividend* 0.49 0.28
Contingent liabilities recognised - 31.78
8,977.33 9,469.61
*Investor Education and Protection Fund will be credited as and when due
The carrying values are considered to be reasonable approximation of their fair values.

33. Other current liabilities

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Advance from customers 655.39 1,492.26
Payable to statutory authorities 5,619.63 3,747.06
Advance against sale of property, plant and equipment 129.54 154.54
Deferred revenue* 314.12 240.22
6,718.68 5,634.08
*Includes government grant amounting to ` 27.55 lakh which is not covered under the scope of Ind AS 115. Refer note 56 for
details.

34. Provisions (current)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Provision for employee benefits
Gratuity 107.84 91.84
Compensated absences 73.08 78.20
Provision for warranty 44.52 24.46
225.44 194.50

Notes:
(i) For disclosures related to provision for employee benefits, refer note 51 - Employee benefit obligations.
(ii) Information related to provision for warranty:
The Group gives warranties on certain products and undertakes to repair or replace them if these products fail to perform
satisfactorily during the warranty period. Such provision represents the amount of cost expected to meet the obligation
of such repair/replacement. The timing of outflows is expected to be within one year. The provision is based on estimates
made from historical warranty data associated with similar products.

Annual Report 2020-21 247

 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Opening balance 24.46 -
Add: Provision made during the year 111.22 24.46
Less: Provision utilised during the year (91.16) -
Closing balance 44.52 24.46

35. Current tax liabilities (net)

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Provision for income tax (net of advance tax and taxes deducted at source and 1,328.78 188.87
taxes collected at source)
1,328.78 188.87

36. Revenue from operations

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Operating revenue
Sale of products 2,94,957.92 3,86,970.85
Sale of services 3,443.35 3,359.82
Other operating revenues
Scrap sales 3,199.08 3,316.10
Budgetory support under Goods and Services Tax Regime 0.32 2,448.19
Job work charges 1,129.92 74.50
Export incentive 48.80 109.87
Electricity duty subsidy 258.31 -
Others 14.31 -
3,03,052.01 3,96,279.33

37. Other income

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Interest from
Bank deposits 1,202.96 145.56
Other financial assets carried at amortised cost 84.01 68.12
Others 43.46 -
Other income
Lease rent (refer note 50) 21.23 36.40
Insurance claims 34.84 1.25
Gain on sale of property, plant and equipment (net) - 42.24
Government grant income 27.55 27.62

248 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Foreign exchange fluctuation (net) 1,081.30 -
Gain on settlement/fair valuation of deferred consideration [refer note 26(i)] 554.82 164.01
MTM gain on forward contracts 63.27 -
Liabilities no longer required written back 25.72 4.79
Derecognition of financial liability 31.78 -
Miscellaneous income 139.05 325.82
3,309.99 815.81

38. Cost of materials consumed

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Opening stock
Raw material 53,549.28 48,066.17
Stores, spares and other consumables 161.34 111.24
Packing material 920.48 919.49
Add: Purchases made during the year 2,57,409.88 3,36,133.98
Add: Acquisition of subsidiary [refer note 55] - 1,871.82
3,12,040.98 3,87,102.70
Less: Closing stock
Raw material 58,402.72 53,549.28
Stores, spares and other consumables 166.84 161.34
Packing material 570.45 920.48
2,52,900.97 3,32,471.60

39. Changes in inventories of finished goods and intermediate products (including manufactured
components)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Opening stock
Intermediate products (including manufactured components) 3,657.13 3,187.48
Finished goods 7,281.32 3,777.78
Scrap -
Add: Acquisition of subsidiary [refer note 55]
Intermediate products - 525.92
Finished goods - 1,148.42
Closing stock
Intermediate products (including manufactured components) 1,572.13 3,657.13
Finished goods 10,916.75 7,281.32
(1,550.47) (2,298.84)

Annual Report 2020-21 249

 Consolidated Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

40. Employee benefits expense

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Salary, wages and bonus 9,205.08 9,361.18
Contribution to provident and other funds 627.86 686.48
Staff welfare expenses 372.93 580.83
10,205.87 10,628.49
For disclosures related to provision for employee benefits, refer note 51 - Employee benefit obligations

41. Finance costs

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Interest on
Term loans 1,741.56 2,107.89
Lease liabilities 145.53 164.22
Others 1,982.61 1,317.31
Other borrowing costs 254.97 610.74
4,124.67 4,200.16
Less: borrowing costs capitalised [refer note 5(i)] 28.80 9.10
4,095.87 4,191.06

42. Depreciation and amortisation expense

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Depreciation of property, plant and equipment (refer note 4) 6,247.64 5,835.25
Amortisation of intangible assets (refer note 6) 2,982.03 2,642.24
9,229.67 8,477.49

43. Other expenses

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Power, fuel and water charges 2,506.37 3,343.10
Contractual labour charges 6,513.31 6,549.16
Loading and unloading charges 100.99 1,960.09
Freight charges 992.70 1,621.31
Legal and professional fees [refer note (i)] 755.88 678.49
Workshop expenses 70.18 103.66
Travelling and conveyance 562.47 978.67
Repairs and maintenance
- plant and machinery 965.98 1,072.18
- buildings 178.94 234.58
- others 324.45 325.35

250 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Insurance 297.37 190.83
Rent
- plant and machinery 1,008.08 1,219.52
- buildings 927.46 830.15
- others 127.32 65.12
Rates and taxes 114.26 78.50
Bank charges 90.84 79.79
Directors' sitting fees 26.85 61.05
Job work charges 924.96 1,145.24
Communication expenses 93.88 95.07
Foreign exchange fluctuation (net) - 1,689.95
Donation 38.96 11.49
Postage 27.15 -
Vehicle running expenses 108.25 123.25
Corporate social responsibility expenditure (refer note 59) 337.56 214.21
Printing and stationary 57.84 78.57
Business promotion expenses 78.45 123.51
Advances and other balances written off 12.71 62.71
Festival expenses 42.63 79.98
Loss on account of unapproved product development 113.99 253.91
Security charges 115.91 117.42
Clearing and forwarding expense 162.97 155.04
Mark to market loss on forward contracts - 0.46
Bad debts [refer note (ii)] 22.57 17.78
Loss on sale of property, plant and equipment (net) 392.04 -
Impairment loss on property, plant and equipment 323.39 -
Impairment of trade receivables 3.99 30.06
Impairment of other financial assets 12.58 -
Research expenses 39.58 -
Warranty expenses 111.22 24.46
Loss on fair valuation of assets held for sale - 25.60
Miscellaneous expenses 882.77 910.75
19,466.85 24,551.01

(i) Payments to the auditor * :

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
For statutory audit and limited review 90.20 84.45
Reimbursement of expenses 2.63 7.70
Total 92.83 92.15
*Excludes fees paid to statutory auditor of ` 32 lakh (31 March 2020: Nil ) for QIP related services adjusted from security
premium

Annual Report 2020-21 251

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

ii) Bad debts are net of amount adjusted from allowance for credit impaired receivables made in earlier years amounting
` 21.21 lakh (previous year: ` Nil lakh).

44. Estimated amount of contracts remaining to be executed on capital account and not provided
for (net of advances)

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Estimated amount of contracts remaining to be executed on 6,478.17 419.96
capital account and not provided for (net of advances)

45. Contingent liability not provided for exists in respect of:#

(All amounts in ` in lakh unless otherwise stated)

As at As at
31 March 2021 31 March 2020
Sales tax [refer note (i) below] 96.79 14.57
Goods and services tax [refer note (ii) below] 30.63 0.81
Income-tax [refer note (iii) below] 38.60 566.32
Octroi tax 15.58 15.58
Excise duty [refer note (iv) below] 24.39 24.39
Claims against the Group not acknowledged as debts
On account of claims by vendors 12.39 12.39
On account of claims by employees 1.58 1.58
Bonus [refer note (v) below] 11.38 11.38
Minimum wages [refer note (vi) below] 28.20 28.20

(i) Includes amount paid under protest ` 5.60 lakh (previous year : ` 2 lakh). Also, the amount appearing above is after netting
off ` 13.42 lakh (previous year: ` 14.57 lakh) already provided for in the books of accounts.
(ii) Includes amount paid under protest ` 30.63 lakh (previous year : ` 0.81 lakh).
(iii) For the subsidiary Company (Sidwal Refrigeration Industries Private Limited), demands were raised by the Income-tax
department for the assessment years 2004-05 through to 2007-08 for additional income-tax payable on account of
determination of the Company’s entitlement to deduction under section 80IC of the Income-tax Act, 1961 for profits made
by its industrial unit at Kala Amb (exempted unit) at a lower amount than was claimed. The Company appealed against
these demands before the Commissioner of Income-tax (Appeals) who decided in favour of the Company. Subsequently,
this decision was upheld by the Income-tax Appellate Tribunal. The Income-tax Department has now appealed to the
Hon’ble High Court. During the current year, all the cases were dismissed by the Hon’ble High Court.
For the subsidiary Company (PICL (India) Private Limited), demand was raised by the Income-tax department for the
assessment year 2018-19 on 09 April 2021, for additional income-tax payable by the Company . The Company has filed
an appeal to the CIT (Appeals), Delhi regarding the same on 06 May 2021.
(iv) Includes amount paid under protest ` 2.79 lakh (previous year: ` 2.79 lakh).
(v) The Payment of Bonus (Amendment) Act, 2015 dated 31 December 2015 (which was made effective from 01 April 2014)
revised the thresholds for coverage of employee eligible for Bonus and also enhanced the ceiling limits for computation
of bonus. However, taking cognizance of the stay granted by various High Courts, the Company has not recognised any
differential amount of bonus for the period 01 April 2014 to 31 March 2015 and accordingly has recognised the expense
as per the amended provisions w.e.f. 01 April 2015 and onwards.
(vi) The Subsidiary Company has been served with orders in FY 2014-15 under Minimum Wages Law claiming ` 28.20
lakh for payment of wages below minimum wages. Based on the advice from Independent expert and development
of the case, the management is confident that such addition will not be sustained on completion of the appellate and
accordingly, pending the decision by the appellate authority no adjustment has been made in the financial statement.

252 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

# The Group is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Group’s
management reasonably expects that these legal actions, when ultimately concluded and determined, will not have a
material and adverse effect on the Group’s results of operations or financial condition.
# The Hon’ble Supreme Court of India has pronounced a ruling dated 28 February 2019 in which it is held that ‘allowance’
paid to employees, will be included in the scope of ‘basic wages’ and thus, will be subject to provident fund contributions.
Petitions have been filed with Hon’ble Supreme Court of India seeking additional clarification with respect to the application
of this ruling. As this ruling has not prescribed any clarification w.r.t. to its application, the Company is in the process of
evaluating its impact. Management believes that this will not result in any material liability on the Company.

46. Related party disclosures*

A. Relationship with related parties**

I. Entities over which significant influence is exercised by the Amrit Aircon System Private Limited
Company /key management personnel (either individually AK & Co.
or with others)
SL & Co.
II. Key management personnel (KMP)
a. Mr. Jasbir Singh
(Chairman & CEO and Director)
b. Mr. Daljit Singh
(Managing Director)
c. Dr. Girish Kumar Ahuja
(Independent Director)
d. Mr. Manoj Kumar Sehrawat
(Non-executive nominee Director)
e. Ms. Sudha Pillai
(Independent Director)
f. Mr. Satwinder Singh
(Independent Director)
g. Mr. Sanjay Arora
(Director Operations)
h. Mr. Udaiveer Singh
(President-RAC)
i. Mr. Sachin Gupta
(Vice President-RAC)
j. Mr. Sudhir Goyal
(Chief Financial Officer)
k. Ms. Konica Yadav
(Company Secretary and Compliance Officer)
III. Relatives of Key management personnel
a. Mr. Kartar Singh
(Chairman Emeritus)
b. Ms. Amandeep Kaur
(wife of Mr. Jasbir Singh, Chairman & CEO and Director)
c. Ms. Sukhmani Lakhat
(wife of Mr. Daljit Singh, Managing Director)
* Disclosures have been given of those related parties with whom the group have made transactions.
** Above related parties do not include Key management personnel (KMP) of subsidiary companies, its relatives or entities over
which significant influence can be exercised by such KMPs as such parties can not exercise control or signficant influence over
the activities of the Group.

Annual Report 2020-21 253

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

The following transactions were carried out with related parties in the ordinary course of business for the year ended
31 March 2021

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
(A) Transactions made during the year:
1 Rent paid
Mr. Jasbir Singh - 42.75 -
Mr. Daljit Singh - 16.03 -
Ms. Amandeep Kaur - - 32.06
Ms. Sukhmani Lakhat - - 42.75
2 Finance cost
AK & Co. 56.33 - -
SL & Co. 56.33 - -
3 Interest income on others
AK & Co. 4.94 - -
SL & Co. 4.94 - -
4 Remuneration paid to KMP’s
Sitting fees to independent directors - 25.25 -
Salary paid* - 624.72 -
*Name of KMP
Mr. Jasbir Singh - 174.63 -
Mr. Daljit Singh - 168.59 -
Mr. Sudhir Goyal - 63.83 -
Ms. Konica Yadav - 13.27 -
Mr. Sanjay Arora - 67.59 -
Mr. Sachin Gupta - 65.43 -
Mr. Udaiveer Singh - 71.39 -
5 Professional charges
Mr. Kartar Singh - - 16.80
Mr. Udaiveer singh - 2.00 -
Mr. Sanjay Arora - 33.86 -
6 Extinguishment of personal guarantee taken
Mr. Jasbir Singh - 15,111.37 -
Mr. Daljit Singh - 8,111.37 -
7 Extinguishment of corporate guarantee taken
AK & Co. 5,000.00 - -
SL & Co. 5,000.00 - -

254 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
(B) Balances at year end
1 Trade payables
AK & Co. 27.28 - -
SL & Co. 27.28 - -
Mr. Sanjay Arora - 3.33 -
2 Lease liabilities (Non-current)
AK & Co. 427.64 - -
SL & Co. 427.64 - -
3 Lease liabilities (Current)
AK & Co. 99.57 - -
SL & Co. 99.57 - -
4 Rent payable (disclosed under trade payables)
Mr. Jasbir Singh - 9.45 -
Mr. Daljit Singh - 3.54 -
Ms. Amandeep Kaur - - 7.09
Ms. Sukhmani Lakhat - - 9.45
5 Security deposits given (disclosed under non-current loans)
AK & Co. 50.92 - -
SL & Co. 50.92 - -
6 Security deposits given (disclosed current loans)
Mr. Jasbir Singh - 79.80 -
Mr. Daljit Singh - 79.80 -
Ms. Amandeep Kaur - - 8.55
Ms. Sukhmani Lakhat - - 11.40
7 Payable to KMP's (disclosed under other current financial
liabilites)
Mr. Jasbir Singh - 31.33 -
Mr. Daljit Singh - 23.75 -
Mr. Udaiveer Singh - 11.49 -
Mr. Sudhir Goyal - 10.83 -
Ms. Konica Yadav - 1.19 -
Mr. Sanjay Arora - 4.23 -
Mr. Sachin Gupta - 11.15 -
8 Loans to KMP's (disclosed under current loans)
Mr. Sachin Gupta - 14.36 -
Mr. Sudhir Goyal - 8.41 -
Mr. Sanjay Arora - 0.87 -
Ms. Konica Yadav - 2.03 -

Annual Report 2020-21 255

 Consolidated Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives
No. over which management of Key
significant personnel management
influence is personnel
exercised
9 Post-employment benefits of KMP's
Mr. Jasbir Singh - 42.40 -
Mr. Daljit Singh - 29.58 -
Mr. Udaiveer Singh - 24.92 -
Mr. Sudhir Goyal - 8.40 -
Ms. Konica Yadav - 1.94 -
Mr. Sanjay Arora - 15.49 -
Mr. Sachin Gupta - 7.08 -
10 Personal guarantees taken*
Mr. Jasbir Singh - 2,434.93 -
Mr. Daljit Singh - 2,434.93 -
11 Advances to KMP's (disclosed under other current assets)
Mr. Satwinder Singh - 0.50 -
* The above disclosed balances of personal guarantees taken include original sanctioned limits of working capital facilities
and term loans by the continuing banks.

The following transactions were carried out with related parties in the ordinary course of business for the year ended 31
March 2020

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
(A) Transactions made during the year:
1 Rent paid
Mr. Jasbir Singh - 45.60 -
Mr. Daljit Singh - 17.10 -
Ms. Amandeep Kaur - - 25.65
Ms. Sukhmani Lakhat - - 34.20
2 Assets taken on lease
AK & Co. 663.73 - -
SL & Co. 663.73 - -
3 Finance cost
AK & Co. 60.65 - -
SL & Co. 60.65 - -
4 Interest income on others
AK & Co. 4.23 - -
SL & Co. 4.23 - -

256 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
5 Remuneration paid to KMP’s
Sitting fees (including commission) to independent directors - 58.65 -
Salary paid* (including commission) - 845.67 -
*Name of KMP
Mr. Jasbir Singh - 292.00 -
Mr. Daljit Singh - 284.20 -
Mr. Sudhir Goyal - 62.10 -
Ms. Konica Yadav - 12.95 -
Mr. Sanjay Arora - 70.47 -
Mr. Sachin Gupta - 65.65 -
Mr. Udaiveer Singh - 58.30 -
6 Professional charges
Mr. Kartar Singh - - 16.80
Mr. Udaiveer singh - 8.00 -
7 Personal guarantees surrendered
Mr. Jasbir Singh - 31,000.00 -
Mr. Daljit Singh - 28,000.00 -
8 Corporate guarantee taken
AK & Co. 5,000.00 - -
SL & Co. 5,000.00 - -
9 Loan received
Mr. Jasbir Singh - 816.00 -
10 Loan repayment
Mr. Jasbir Singh - 816.00 -
11 Interest on loan
Mr. Jasbir Singh - 0.67 -
12 Vehicle running expenses
Mr. Udaiveer Singh - 0.14 -

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
(B) Balances at year end
1 Trade payables
Amrit Aircon System Private Limited 3.05 - -
AK & Co. 45.33 - -
SL & Co. 53.33 - -

Annual Report 2020-21 257

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
2 Lease liabilities (Non-current)
AK & Co. 475.44 - -
SL & Co. 475.44 - -
3 Lease liabilities (Current)
AK & Co. 94.20 - -
SL & Co. 94.20 - -
4 Rent payable (disclosed under trade payables)
Mr. Jasbir Singh - 12.31 -
Mr. Daljit Singh - 4.62 -
Ms. Amandeep Kaur - - 9.23
Ms. Sukhmani Lakhat - - 12.31
5 Security deposits given (disclosed under non-current loans)
AK & Co. 45.98 - -
SL & Co. 45.98 - -
6 Security deposits given (disclosed current loans)
Mr. Jasbir Singh - 79.80 -
Mr. Daljit Singh - 79.80 -
Ms. Amandeep Kaur - - 8.55
Ms. Sukhmani Lakhat - - 11.40
7 Payable to KMP's (disclosed under other current
financial liabilites)
Mr. Jasbir Singh - 57.06 -
Mr. Daljit Singh - 63.12 -
Mr. Udaiveer Singh - 9.26 -
Mr. Sudhir Goyal - 8.11 -
Ms. Konica Yadav - 0.09 -
Mr. Sanjay Arora - 0.09 -
Mr. Sachin Gupta - 8.65 -
Dr. Girish Kumar Ahuja - 8.86 -
Mr. Satwinder Singh - 8.86 -
Ms. Sudha Pillai - 8.86 -
8 Loans to KMP's (disclosed under current loans)
Mr. Sachin Gupta - 11.51 -
Mr. Sudhir Goyal - 8.55 -
Mr. Sanjay Arora - 3.02 -
Ms. Konica Yadav - 1.48 -
Mr. Udaiveer Singh - 0.67 -

258 Amber Enterprises India Limited

 Corporate Statutory Financial
Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S Particulars Entities Key Relatives of Key
No. over which management management
significant personnel personnel
influence is
exercised
9 Post-employment benefits of KMP's
Mr. Jasbir Singh - 39.52 -
Mr. Daljit Singh - 27.19 -
Mr. Udaiveer Singh - 23.00 -
Mr. Sudhir Goyal - 7.61 -
Ms. Konica Yadav - 1.73 -
Mr. Sanjay Arora - 13.90 -
Mr. Sachin Gupta - 6.27 -
10 Personal guarantees taken*
Mr. Jasbir Singh - 17,546.30 -
Mr. Daljit Singh - 10,546.30 -
11 Corporate guarantee taken**
AK & Co. 5,000.00 - -
SL & Co. 5,000.00 - -

* The above disclosed balances of personal guarantees taken include original sanctioned limits of working capital facilities
and term loans by the continuing banks.
** The above disclosed balances of corporate guarantee taken and given include original sanctioned limits of working capital
facilities and term loans by the continuing banks.

47. Assets pledged as security

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Current
Inventories 71,628.89 65,569.55
Trade receivables 1,06,899.17 85,420.16
Cash and cash equivalents and other bank balances 28,993.16 12,027.31
Investments 5,294.47 -
Loans, other financial assets and other current assets 6,778.80 10,302.28
Total current assets pledged as security 2,19,594.49 1,73,319.30
Non-current
Property, plant and equipment 69,016.37 69,012.91
Total assets pledged as security 2,88,610.86 2,42,332.21

Annual Report 2020-21 259

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48. Tax expense

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Income tax expense recognised in statement of profit and loss
Current tax
Current tax expense for current year 3,163.82 4,206.14
Current tax expense pertaining to prior years 0.75 119.92
3,164.57 4,326.06
Deferred tax
Deferred tax (benefit)/expense for current year 319.27 (877.56)
Deferred tax (benefit)/expense pertaining to prior years 201.48 (788.66)
520.75 (1,666.22)
3,685.32 2,659.84

(i) The major components of income tax expense and the reconciliation of expense based on the domestic effective tax rate
of at 34.94% and the reported tax expense in profit or loss are as follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars For the year ended For the year ended
31 March 2021 31 March 2020
Profit before tax 12,013.24 19,074.33
Income tax using the Group's domestic tax rate * 34.94% 34.94%
Expected tax expense [A] 4,197.89 6,665.33
Tax effect of adjustment to reconcile expected income tax expense to
reported income tax expense
Non-deductible expenses/non-taxable income (30.34) 266.18
Carried forward of unrecognised losses utilised - (44.24)
Measurement of deferred taxes on expected tax rates (267.91) (2,396.15)
Subsidiary companies taxed at different tax rates # (459.80) (645.70)
Tax expense related to prior years 202.23 (668.74)
Weighted deduction for certain expenditure under Income-tax Act,1961 - (354.23)
Current unabsorbed depreciation and losses for which no deferred tax - -
asset is recognised
Others 43.25 (162.61)
Total adjustments [B] (512.57) (4,005.49)
Actual tax expense [C=A+B] 3,685.32 2,659.84

* Domestic tax rate applicable to the Group has been computed as follows
Base tax rate 30% 30%
Surcharge (% of tax) 12% 12%
Cess (% of tax) 4% 4%
Applicable rate 34.94% 34.94%
# Group includes companies with different tax rates. For the purpose of effective tax reconciliation, holding Company’s
tax rate has been used.

260 Amber Enterprises India Limited

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(ii) Tax losses and unabsorbed depreciation:

Deferred tax assets, have been recognised based on an evaluation of whether it is probable that taxable profits will be
earned in future accounting periods considering all the available evidences, including approved budgets and forecasts by
the Board of the respective entities.

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
- Unused tax losses:
Unused tax losses for which no deferred tax asset has been recognised 162.24 156.09
Potential tax benefit 40.83 39.28

Unused business loss can be carried forward based on the year of origination as follows:

(All amounts in ` in lakh unless otherwise stated)

Financial year/period of origination Financial year of expiry Amount Amount
2013-14 2021-22 - -
2014-15 2022-23 - -
2015-16 2023-24 - -
2017-18 2025-26 52.32 52.32
2018-19 2026-27 102.42 102.42
2019-20 2027-28 1.35 1.35
2020-21 2028-29 6.15 -
162.24 156.09

- Unused long term capital losses:

Unused tax losses for which no deferred tax asset has been recognised 455.39 -
Potential tax benefit 105.41 -

Unused long term capital loss can be carried forward based on the year of origination as follows:

(All amounts in ` in lakh unless otherwise stated)

Financial year/period of origination Financial year of expiry Amount Amount
2020-21 2028-29 455.39 -
455.39 -

- Unused short term capital losses:

Unused tax losses for which no deferred tax asset has been recognised 349.76 5.88
Potential tax benefit 88.03 1.48

Unused short term capital loss can be carried forward based on the year of origination as follows:

(All amounts in ` in lakh unless otherwise stated)

Financial year/period of origination Financial year of expiry Amount Amount
2018-19 2026-27 5.88 5.88
2020-21 2028-29 349.76 -
355.64 5.88

Annual Report 2020-21 261

 Consolidated Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

- Unabsorbed depreciation:
Unabsorbed depreciation for which no deferred tax asset has been recognised 4.65 4.88
Potential tax benefit 1.17 1.23

(All amounts in ` in lakh unless otherwise stated)

Financial year Amount Amount
2017-18 2.59 2.59
2018-19 1.01 1.01
2019-20 0.64 0.64
2020-21 0.41 0.64
4.65 4.88

Unabsorbed depreciation can be carried forward indefinitely.

- MAT credit entitlement

The Group had unused MAT credit amounting to ` 3,652.30 lakh as at 31 March 2021 (previous year: ` 4,223.64 lakh). MAT
paid can be carried forward for a period of 15 years and can be set off against the future tax liabilities. MAT is recognised as a
deferred tax asset only when the asset can be measured reliably and it is probable that the future economic benefit associated
with the asset will be realised.
(iii) The Taxation Laws (Amendment) Act, 2019 has amended the Income-tax Act, 1961 to provide an option to the Company
to pay Income-tax at concessional rate of 22% plus applicable surcharge and cess, subject to certain specified conditions,
as compared to the present rate of 30% plus applicable surcharge and cess for the assessment year 2020-21 onwards.
The Holding Company expects to avail the lower tax rate from a later financial year and accordingly remeasured deferred
tax at such concessional rate, only to the extent that the deferred tax assets are expected to be realised or deferred tax
liabilities are expected to be settled in the periods during which the Holding Company expects to be subject to lower tax
rate.
Other group companies except IL Jin Electronics (India) Private Limited had opted for the concessional tax rate during
the year ended 31 March 2020 and accordingly remeasured deferred tax and current tax liability at such concessional
rate.
Further during the previous year, the Group had remeasured deferred tax recognised as per part of acquisition accounting
and impact on account of change in tax rate has been recognised in Goodwill, recognised pursuant to the business
combination.
(iv) Subsidiaries of the Group have undistributed earnings which, if paid out as dividends, would be subject to tax in the hands
of recipient. An assessable temporary difference exists, but no deferred tax liability has been recognised as the Holding
Company is able to control the timing of distributions from a subsidiary and is not expected to distribute these profits in
the foreseeable future.

49. Earnings per share

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Net profit attributable to equity shareholders 8,159.25 15,840.37
Number of weighted average equity shares (Nominal value of ` 10 each)
-Basic 3,26,90,191 3,14,46,540
-Diluted 3,26,90,191 3,14,46,540
Earnings per share after exceptional items and tax
-Basic (`) 24.96 50.37
-Diluted (`) 24.96 50.37

262 Amber Enterprises India Limited

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Overview Reports Statements

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

50. Leases

Lease liabilities are presented in the statement of financial position as follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars As at As at
31 March 2021 31 March 2020
Current 251.79 244.25
Non-current 1,186.05 1,292.49
1,437.84 1,536.74
The Group has leases for plant and machinery, office premises, factory lands, warehouses, residential premises and related
facilities. With the exception of short-term leases, each lease is reflected on the balance sheet as a right-of-use asset and a
lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset to another
party, the right-of-use asset can only be used by the Group. For leases over factory premises, the Group must keep those
properties in a good state of repair and return the properties in their original condition at the end of the lease.

A. Sale and leaseback transaction

(i) During the previous year, the Group had entered into a sale and leaseback arrangement with TATA Capital Financial
Services Limited for plant and equipment. The Group had entered into this arrangement for financing the assets so
as to use the cash generated from this transaction for providing extra working capital into the business.
(ii) The lease had been entered for a period of 84 months with non-cancellable period of 78 months.
The Group had considered automatic extension option available for another 6 months in the assessment of lease
period since the Group can enforce its right to extend the lease beyond the initial lease period.
The interest rate implicit in the lease used for discounting the lease payments was taken as 9.48%.

B. The following are amounts recognised in profit or loss:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Depreciation expense of right-of-use assets 346.52 223.74
Interest expense on lease liabilities 145.53 164.22
Rent expense* 2,062.86 2,114.79
Total 2,554.91 2,502.75
*Rent expense in case of short term leases
C The lease liabilities are secured by the related underlying assets. The maturity analysis of lease liabilities are disclosed in
note 53.
D The Group does not have any liability to make variable lease payments for the right to use the underlying asset recognised
in the financials.
E Total cash outflow for leases for the year ended 31 March 2021 was ` 1,795.38 lakh (previous year: 1,738.31 lakh).

F Operating leases as lessor

The Group has leased out a portion of its Noida premises to D&Y Technologies Private Limited and is earning rental
income from such lease. The party has been asked to vacate the premises and is expected to do so in the subsequent
financial year. Hence this property has not been classified as investment property and rental income is recognised on
straightline basis over the remaining lease term.

Impact of COVID-19
The Group does not foresee any large-scale contraction in demand which could result in significant down-sizing of its
employee base rendering the physical infrastructure redundant. The leases that the Group has entered with lessors
towards plant and machineries and properties used as factories are long term in nature and no changes in terms of those
leases are expected due to the COVID-19.

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51. Employee benefit obligations

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Current Non-current Current Non-current
Gratuity 107.84 843.75 91.84 807.93
Compensated absences 73.08 343.45 78.20 273.29
Total 180.92 1,187.20 170.04 1,081.22

A Disclosure of gratuity

(i) Amount recognised in the statement of profit and loss is as under:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Current service cost 189.05 157.33
Interest cost 62.85 52.55
Net impact on profit (before tax) 251.90 209.88
Actuarial (gain)/loss recognised during the year (77.58) 126.25
Amount recognised in total comprehensive income 174.32 336.13

(ii) Change in the present value of obligation:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Present value of defined benefit obligation as at the beginning of the 1,096.92 539.44
year
Current service cost 189.05 157.33
Acquired through business combination (refer note 53) - 279.73
Interest cost 76.45 58.01
Benefits paid (68.16) (64.50)
Actuarial (gain)/loss (79.58) 126.91
Present value of defined benefit obligation as at the end of the year 1,214.68 1,096.92

(iii) Movement in the plan assets recognised in the balance sheet is as under:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Fair value of plan assets at the beginning of the year 197.15 69.51
Expected return on plan assets 13.60 5.46
Contributions 86.88 124.07
Benefits paid (30.07) (1.23)
Adjustments* (2.47) -
Actuarial (loss)/gain (2.00) (0.66)
Fair value of plan assets at the end of the year 263.09 197.15
*100% of fund is managed by Insurance Company.

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(iv) Reconciliation of present value of defined benefit obligation and the fair value of assets:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Present value of funded obligation as at the end of the year 1,214.68 1,096.92
Fair value of plan assets as at the end of the year funded status 263.09 197.15
Unfunded/funded net liability recognised in balance sheet 951.59 899.77

(v) Breakup of actuarial (gain)/loss:

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Actuarial (gain)/loss from change in demographic assumption - 0.04
Actuarial (gain)/loss from change in financial assumption (22.91) 111.07
Actuarial (gain)/loss from experience adjustment (54.67) 15.13
Total actuarial (gain)/loss (77.58) 126.24

(vi) Actuarial assumptions

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Discount rate 6.79% - 7.00% 7.50% - 7.75%
Expected rate of return on plan assets 6.79% - 7.00% 7.50% - 7.75%
Rate of increase in compensation levels 5.00% - 8.00% 5.00% - 6.00%
Mortality rate IALM 2012-14 IALM 2012-14
Retirement age 58 - 60 years 58 - 60 years

Notes:
1) The discount rate is based on the prevailing market yield of Indian Government bonds as at the balance sheet
date for the estimated terms of obligations.
2) The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
3) Plan assets comprise funds managed by the insurer i.e. Life Insurance Corporation of India (‘LIC’).
4) The Group makes annual contributions to the LIC of an amount advised by them.
5) The best estimated expense for the next year is ` 231.92 lakh.
6) The weighted average duration of defined benefit obligation is 15-25 years (previous year: 15-22 years).

(vii) Sensitivity analysis for gratuity liability

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Impact of change in discount rate
Present value of obligation at the end of the year 1,214.68 1,096.92
- Impact due to increase of 0.50 - 1.00 % (107.57) (109.83)
- Impact due to decrease of 0.50 - 1.00 % 112.18 130.98
Impact of change in salary increase
Present value of obligation at the end of the year 1,214.68 1,096.92
- Impact due to increase of 0.50 - 1.00 % 111.88 129.47
- Impact due to decrease of 0.50 - 1.00 % (109.11) (110.85)

The above sensitivity analysis is based on a change an assumption while holding all other assumptions constant. In
practice, this is unlikely to occur and changes in some of the assumptions may be correlated. When calculating the

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sensitivity of the defind benefit obligation to significant actuarial assumptions the same method (present value of
the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has
been applied which was applied while calculating the defined benefit obligation liability recognised in the balance
sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
previous year

(viii) Maturity profile of defined benefit obligation

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Within next 12 months 107.48 91.84
Between 1-5 years 132.25 117.46
Beyond 5 years 974.95 887.62

B Disclosure of compensated absences

Actuarial assumptions

(All amounts in ` in lakh unless otherwise stated)

Description 31 March 2021 31 March 2020
Discount rate 6.79% - 7.00% 7.50% - 7.75%
Rate of increase in compensation levels 5.00% - 8.00% 5.00% - 6.00%
Retirement age 58 - 60 years 58 - 60 years

52. Fair value disclosures

i) Fair values hierarchy

Financial assets and financial liabilities measured at fair value in the statement of financial position are divided into
three Levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the
measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques which maximise the use of observable market data rely as little as possible on entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3.

ii) Financial instruments measured at fair value - recurring fair value measurements
The following table shows the levels within the hierarchy of financial liabilities measured at fair value on a recurring basis.

(All amounts in ` in lakh unless otherwise stated)

Particulars Level 31 March 2021 31 March 2020
Financial assets
Derivative asset [refer (a) below] Level 2 62.81 -
Investment in quoted bonds [refer (c) below] Level 1 10,807.13 -
Financial liabilities
Deferred consideration [refer (b) below] Level 3 - 5,846.36
Derivative liability [refer (a) below] Level 2 - 0.46

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A. Valuation process and technique used to determine fair value

(a) The Group has entered into forward contracts to manage its exposure to fluctuations in foreign exchange
rates. These financial exposures are managed in accordance with the Groups’s risk management policies and
procedures. Fair value of derivative financial instruments are determined using valuation techniques based on
information derived from observable market data.
(b) In order to arrive at the fair value of deferred consideration as at 31 March 2020, the Group obtained independent
valuations. The technique used by the valuer was Option Pricing Method.
(c) The fair value of investments in quoted bonds is based on the current bid price of respective investment as at
the balance sheet date.

B. Significant unobservable inputs used in Level 3 fair values and sensitivity of the closing values as at end of
reporting period to such inputs is as below :

(All amounts in ` in lakh unless otherwise stated)

Description As at
31 March 2020
Impact on fair value if change in volatility
- Impact due to increase of 2.00 % 30.81
- Impact due to decrease of 2.00 % (30.73)
Impact on fair value if change in weighted average cost of capital
- Impact due to increase of 1.00 % (12.83)
- Impact due to decrease of 1.00 % 13.20
Impact on fair value if change in forecasted EBITDA
- Impact due to increase of 5.00 % 109.81
- Impact due to decrease of 5.00 % (98.62)

C. Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended 31 March 2021 and 31 March 2020:

(All amounts in ` in lakh unless otherwise stated)

Particulars Deferred
consideration
As at 01 April 2019 -
Financial liabilities initially measured and recognised 6,547.26
Payment made for initial deferred consideration (536.89)
Upon subsequent measurement, gain recognised in statement of profit and loss on account (164.01)
of fair value changes
As at 31 March 2020 5,846.36
Payment made on account of investment in Sidwal (4,873.74)
Upon settlement, gain recognised in statement of profit and loss on account of fair value (554.82)
changes
Financial liabilities subsequently measured and recognised at amortised cost (417.80)
As at 31 March 2021 -

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(iii) Fair value of instruments measured at amortised cost

Fair value of instruments measured at amortised cost for which fair value is disclosed is as follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars Level 31 March 2021 31 March 2020
Carrying Fair value Carrying Fair value
value value
Financial assets
Loans Level 3 1,022.69 1,051.55 1,064.15 1,074.83
Other financial assets Level 3 10,566.50 10,566.50 364.86 364.86
Total financial assets 11,589.19 11,618.05 1,429.01 1,439.69
Financial liabilities
Borrowings Level 3 20,173.60 20,182.86 18,643.88 18,634.75
Lease liabilities Level 3 1,437.84 1,676.48 1,536.74 13,611.01
Total financial liabilities 21,611.44 21,859.35 20,180.62 32,245.76
The management assessed that cash and cash equivalents, other bank balances, trade receivables, current loans, other
current financial assets, trade payables, short term borrowings and other current financial liabilities approximate their
carrying amounts largely due to the short-term maturities of these instruments. The fair value of the financial assets and
liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair
values:
(i) Long-term fixed-rate receivables are evaluated by the Group based on parameters such as interest rates, individual
creditworthiness of the customer and other market risk factors.
(ii) The fair values of the Group’s borrowings, fixed interest-bearing receivables and lease liabilities are determined
by applying discounted cash flows (‘DCF’) method, (‘DCF’) method, using discount rate that reflects the issuer’s
borrowing rate as at the end of the reporting period. The own nonperformance risk as at 31 March 2021 was
assessed to be insignificant.
(iii) All the other long term facilities availed by the Group are variable rate facilities which are subject to changes in
underlying interest rate indices. Further, the credit spread on these facilities are subject to change with changes
in Group’s creditworthiness. The management believes that the current rate of interest on these loans are in close
approximation from market rates applicable to the Group. Therefore, the management estimates that the fair value
of these borrowings are approximate to their respective carrying values.

53. Financial risk management

i) Financial instruments by category

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
FVTPL FVOCI Amortised FVTPL FVOCI Amortised
cost cost
Financial assets
Investments - 10,807.13 - - - -
Loans - - 3,214.39 - - 2,932.11
Other financial assets 62.81 - 11,321.98 - - 4,892.79
Trade receivables - - 1,06,899.17 - - 85,420.16
Cash and cash equivalents - - 17,996.29 - - 7,001.67
Other bank balances - - 10,996.87 - - 5,025.63
Total 62.81 10,807.13 1,50,428.70 - - 1,05,272.37

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(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
FVTPL FVOCI Amortised FVTPL FVOCI Amortised
cost cost
Financial liabilities
Borrowings - - 38,614.95 - - 36,813.35
Trade payables - - 1,31,694.96 - - 1,10,579.38
Lease liabilities - - 1,437.84 - - 1,536.74
Other financial liabilities - - 5,309.94 5,846.82 - 4,706.97
Total - - 1,77,057.69 5,846.82 - 1,53,636.44

ii) Risk management

The Group’s activities expose it to market risk, liquidity risk and credit risk. The Group’s board of directors has overall
responsibility for the establishment and oversight of the Group’s risk management framework. This note explains the
sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial
statements.
Risk Exposure arising from Measurement Management
Credit risk Cash and cash equivalents, Ageing analysis Bank deposits, diversification
trade receivables, financial of asset base, credit limits and
assets measured at amortised collateral.
cost
Liquidity risk Borrowings and other liabilities Rolling cash flow Availability of committed credit lines
forecasts and borrowing facilities
Market risk - foreign Recognised financial assets Cash flow Forward contract/hedging, if
exchange and liabilities not denominated forecasting required
in Indian rupee (`)
Market risk - interest Long-term and short-term Sensitivity analysis Negotiation of terms that reflect the
rate borrowings at variable rates market factors
The Group’s risk management is carried out by a central treasury department under policies approved by the board of
directors. The board of directors provides principles for overall risk management, as well as policies covering specific
areas, such as foreign exchange risk, interest rate risk, credit risk and investment of excess liquidity.

A) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to this
risk for various financial instruments, for example by granting loans and receivables to customers, placing deposits,
etc. The Group’s maximum exposure to credit risk is limited to the carrying amount of following types of financial
assets.
- cash and cash equivalents,
- trade receivables,
- loans and receivables carried at amortised cost, and
- deposits with banks

a) Credit risk management

The Group assesses and manages credit risk based on internal credit rating system, continuously monitoring
defaults of customers and other counterparties, identified either individually or by the Group, and incorporates
this information into its credit risk controls. Internal credit rating is performed for each class of financial
instruments with different characteristics. The Group assigns the following credit ratings to each class of
financial assets based on the assumptions, inputs and factors specific to the class of financial assets.
A: Low
B: Medium
C: High

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Assets under credit risk –

(All amounts in ` in lakh unless otherwise stated)

Credit rating Particulars 31 March 2021 31 March 2020
A: Low Loans 3,214.39 2,932.11
Investments 10,807.13 -
Other financial assets 11,384.79 4,892.79
Cash and cash equivalents 17,996.29 7,001.67
Other bank balances 10,996.87 5,025.63
Trade receivables 1,06,899.17 85,420.15
B: Medium Trade receivables 79.70 103.76
C: High Trade receivables 541.41 542.10
Loans 12.58 -

Cash and cash equivalents and bank deposits

Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated
banks and diversifying bank deposits and accounts in different banks.
Trade receivables
The Group closely monitors the credit-worthiness of the debtors through internal systems that are configured
to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Group
assesses increase in credit risk on an ongoing basis for amounts receivable that become past due.
Other financial assets measured at amortised cost
Other financial assets measured at amortised cost includes loans and advances to employees, security deposits
and others. Credit risk related to these other financial assets is managed by monitoring the recoverability of
such amounts continuously, while at the same time internal control system in place ensure the amounts are
within defined limits.

b) Expected credit losses

Trade receivables
(i) The Group recognises lifetime expected credit losses on trade receivables using a simplified approach,
wherein Group has defined percentage of provision by analysing historical trend of default and such
provision percentage determined have been considered to recognise life time expected credit losses on
trade receivables (other than those where default criteria are met in which case the full expected loss
against the amount recoverable is provided for).

Impact of COVID-19
In addition to the historical pattern of credit loss, the Group has considered the likelihood of increased
credit risk and consequential default considering emerging situations due to COVID-19. This assessment
is not based on any mathematical model but an assessment considering the nature of verticals, impact
immediately seen in the demand outlook of these verticals and the financial strength of the customers
in respect of whom amounts are receivable. The Group closely monitors its customers who are going
through financial stress and assesses actions such as change in payment terms, recognition of revenue
on collection basis etc., depending on severity of each case.

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(ii) Reconciliation of loss allowance provision from beginning to end of reporting period:

(All amounts in ` in lakh unless otherwise stated)

Reconciliation of loss allowance Trade receivables
Loss allowance on 01 April 2019 30.95
Add: Acquisition of subsidiary 584.85
Add: Changes in loss allowances 30.06
Loss allowance on 31 March 2020 645.86
Less: utilisation/reversal of allowances (53.27)
Add: Creation of allowance 28.52
Loss allowance on 31 March 2021 621.11
Other financial assets measured at amortised cost
The Group provides for expected credit losses on loans and advances by assessing individual financial
instruments for expectation of any credit losses. Since this category includes loans and receivables of
varied natures and purpose, there is no trend that the Group can draws to apply consistently to entire
population For such financial assets, the Group’s policy is to provides for 12 month expected credit losses
upon initial recognition and provides for lifetime expected credit losses upon significant increase in credit
risk. The Group does not have any expected loss based impairment recognised on such assets considering
their low credit risk nature, though incurred loss provisions are disclosed under each sub-category of such
financial assets.

B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature
of the business, the Group maintains flexibility in funding by maintaining availability under committed facilities.
Management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on the basis
of expected cash flows. The Group takes into account the liquidity of the market in which the entity operates. In
addition, the Group’s liquidity management policy involves projecting cash flows in major currencies and considering
the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and
external regulatory requirements and maintaining debt financing plans.

a) Financing arrangements
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
- Expiring within one year (cash credit and other facilities) 44,663.44 40,549.80
- Expiring beyond one year (bank loans) 2,848.00 -
47,511.44 40,549.80
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.

b) Maturities of financial liabilities

The tables below analyse the Group’s financial liabilities into relevant maturity based on their contractual
maturities for all non-derivative financial liabilities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12
months equal their carrying balances as the impact of discounting is not significant.

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(All amounts in ` in lakh unless otherwise stated)

31 March 2021 Less than 1 1-3 year 3-5 year More than 5 Total
year years
Non-derivative
Borrowings including interest 23,275.77 11,034.73 8,087.47 3,559.56 45,957.53
Trade payable 1,31,694.96 - - - 1,31,694.96
Lease liabilities including interest 266.59 526.11 560.51 6,955.32 8,308.53
Other financial liabilities 5,309.94 - - - 5,309.94
Total 1,60,547.26 11,560.84 8,647.98 10,514.88 1,91,270.96

(All amounts in ` in lakh unless otherwise stated)

31 March 2020 Less than 1 1-3 year 3-5 year More than 5 Total
year years
Non-derivative
Borrowings including interest 24,445.77 8,362.26 6,209.51 2,725.78 41,743.32
Trade payable 1,10,579.38 - - - 1,10,579.38
Lease liabilities 245.35 517.88 538.78 7,240.10 8,542.11
Other financial liabilities 4,706.97 5,846.36 10.55 - 10,563.88
Derivative
Derivative liability 0.46 - - - 0.46
Total 1,39,977.92 14,726.50 6,758.84 9,965.88 1,71,429.14

C) Market risk

a) Foreign currency risk

(i) The Group uses foreign currency forward exchange contracts to hedge its risks associated with
fluctuations in foreign currencies relating to foreign currency liabilities. The following are outstanding
derivatives contracts:

(All amounts in ` in lakh unless otherwise stated)

Nature Description of hedge 31 March 2021 31 March 2020
of hedge Amount Amount Amount Amount
instrument in foreign in Indian in foreign in Indian
currency Rupees currency Rupees
(USD/EUR) (` in lakh) (USD) (` in lakh)
Contract : Forward contract
Forward To take protection against 64,32,197 4,706.19 9,03,774.51 681.32
contract appreciation in Indian Rupees against
USD payable in respect of direct
imports
Forward To take protection against 2,03,489 17.47
contract appreciation in Indian Rupees against
EUR payable in respect of imports
against letter of credit
Forward To take protection against 77,69,329 4,949.48 19,11,596.00 1,441.07
contract appreciation in Indian Rupees against
USD payable in respect of imports
against letter of credit

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(ii) Unhedged foreign currency risk exposure in USD:

The Group’s exposure to foreign currency risk at the end of the reporting period expressed in `, are as
follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Financial assets 1,023.08 753.29
Financial liabilities 35,378.93 37,053.80
Net exposure to foreign currency risk (liabilities) (34,355.85) (36,300.51)

Sensitivity
The sensitivity of profit or loss and equity to changes in the exchange rates arises mainly from foreign
currency denominated financial instruments.

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
USD sensitivity
`/USD- increase by 4.38% (previous year: 5.45%)* (1,504.79) (1,978.38)
`/USD- decrease by 4.38% (previous year: 5.45%)* 1,504.79 1,978.38
* Holding all other variables constant

b) Interest rate risk

i) Liabilities
The Group’s policy is to minimise interest rate cash flow risk exposures on long-term financing. At 31
March 2021, the Group is exposed to changes in market interest rates through bank borrowings at variable
interest rates. The Group’s investments in fixed deposits all pay fixed interest rates.
Interest rate risk exposure
Below is the overall exposure of the Group to interest rate risk:

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Variable rate borrowing 35,991.36 28,365.17
Fixed rate borrowing 1,993.07 8,382.71
Total borrowings 38,434.42 36,747.88
Amount disclosed under other current financial liabilites 3,486.86 4,696.71
Amount dislosed under borrowings 34,947.56 32,051.17

Sensitivity
Below is the sensitivity of profit or loss and equity changes in interest rates.

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Interest sensitivity*
Interest rates – increase by 100 bps (previous year 100 bps) 359.91 283.65
Interest rates – increase by 100 bps (previous year 100 bps) (359.91) (283.65)
* Holding all other variables constant

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ii) Assets
The Group’s fixed deposits are carried at amortised cost and are fixed rate deposits. They are therefore
not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future
cash flows will fluctuate because of a change in market interest rates.

c) Price risk
Exposure
The Group’s exposure to price risk arises from investments held and classified in the balance sheet either as
fair value through other comprehensive income. To manage the price risk arising from investments, the Group
diversifies its portfolio of assets.
Sensitivity
The table below summarises the impact of increases/decreases of the index on the Group’s equity and other
comprehensive income for the period :

Impact on other comprehensive income before tax

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021
Quoted bonds
Value per bond - increase by 50 bps 54.04
Value per bond - decrease by 50 bps (54.04)

D) Other risk- Impact of COVID-19

In March 2020, World Health Organisation (WHO) had declared the outbreak of Novel Coronavirus “Covid-19” as
a pandemic. Complying with the directives of Government, the plant, operating locations and offices of the Group
had been under lock-down for few months, resulting thereto, the operations for the year have been impacted.
Post lockdown, the Group has gradually resumed its manufacturing operations to normal with limited workforce
and disrupted supply chain. However, the recent second wave of Covid-19 has resulted in re-imposition of partial
lockdowns/restrictions in various states, which might continue to impact the Group’s performance.
The Group has taken into account all the possible impacts of COVID-19 including the possible impacts of second
wave in preparation of these consolidated financial statements, including but not limited to its assessment of
liquidity and going concern assumption, recoverable values of its financial and non-financial assets, impact on
revenue and cost, investments, goodwill and intangible assets with indefinite useful lives. The Group has carried out
this assessment based on available internal and external sources of information upto the date of approval of these
consolidated financial statements and believes that the impact of COVID-19 is not material to these consolidated
financial statements and expects to recover the carrying amount of its assets. The impact of COVID-19 on the
consolidated financial statements may differ from that estimated as at the date of approval of these consolidated
financial statements owing to the nature and duration of COVID-19.

54. Capital management

The Group’s capital management objectives are
- to ensure the Group’s ability to continue as a going concern
- to provide an adequate return to shareholders
The Group monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the
face of balance sheet.
Management assesses the Group’s capital requirements in order to maintain an efficient overall financing structure while
avoiding excessive leverage. This takes into account the subordination levels of the Group’s various classes of debt. The
Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount
of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

274 Amber Enterprises India Limited

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Overview Reports Statements

SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(a) Debt equity ratio

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
Total borrowings* 19,993.07 18,578.41
Total equity 1,64,062.61 1,16,319.04
Net debt to equity ratio 0.12 0.16
*Total borrowings doesn’t includes short-term borrowings.

(b) Dividends

(All amounts in ` in lakh unless otherwise stated)

Particulars 31 March 2021 31 March 2020
(i) Equity shares
Interim dividend of ` 3.20 per share (excluding tax) for the year ended - 1,006.29
31 March 2020
(ii) Dividends not recognised at the end of the reporting period
In addition to the above dividends, the dividend, if any recommended - -
by the Board of Directors post end of relevant reporting year shall
be accrued and distributed in the year of approval in annual general
meeting.

55. Business combinations

Acquisition of Sidwal Refrigeration Industries Private Limited

a. Summary of acquisition
The Holding Company had made an investment for acquisition of 36,000 equity shares of Sidwal Refrigeration Industries
Private Limited (“Sidwal”) on 02 May 2019 which represented 80% of the total share capital of Sidwal, by investing ` 15,172.89
lakh as initial sale shares consideration out of which ` 14,652.18 lakh was paid at the date of acquisition and ` 520.71 lakh was
recognised as initial deferred consideration payable. The Holding Company had also agreed to acquire the remaining 20%
of total share capital of Sidwal within twenty five months from the acquisition of initial shares and accordingly, recognised
` 6,026.55 as consideration payable for acquisition of remaining shares. During the previous year, the Holding Company
had paid ` 536.88 lakh to Sidwal against portion of initial deferred consideration.
This acquisition enabled the Group to enter into the business of manufacturing of HVAC (Heating, Ventilation and Air
Conditioning) products for – Indian Railways, Delhi Metro Rail Corporation (DMRC) and others.
Details of the purchase consideration, the net assets acquired and goodwill are as follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Cash paid 14,652.18
Deferred consideration 6,547.26
Purchase consideration (A) 21,199.44

The assets and liabilities recognised as a result of the acquisition are as follows:

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Property, plant and equipment 2,963.35
Intangible assets 12,935.65
Loans (non-current) 181.06
Other financial assets (non-current) 312.74

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Particulars Amount
Non-current tax assets (net) 1,274.70
Inventories 3,546.16
Other non-current assets 2.64
Trade receivables 3,343.66
Cash and cash equivalents 614.15
Other bank balances 1,762.97
Loans (current) 252.55
Other current assets 1,482.51
Long term borrowings (68.77)
Deferred tax liabilities (net) (4,842.82)
Long term provisions (335.42)
Short term provisions (233.85)
Trade payables (1,268.58)
Current tax liabilities (971.49)
Other financial liabilities (current) (6,342.04)
Other current liabilities (384.78)
Net assets identifiable acquired (B) 14,224.38
Goodwill (A-B) 6,975.06
Goodwill here represents residual asset value attributable to unidentified intangible assets acquired by acquirer. Goodwill
to the extent of ` 3,382.86 was deductible for tax purposes for the financial year ending 31 March 20. Pursuant to a
recent tax law amendment, the tax amortisable goodwill has become non-tax amortisable from financial year ending
31 March 2021. The amended law states that goodwill of a business or profession will not be considered as a depreciable
asset and no depeciation on goodwill will be allowed from 01 April 2020. The same did not have deferred tax implications.

b. Consideration transferred
The acquisition of ` 14,652.18 lakh was settled in cash. There were no legal costs incurred upon acquisition by the
Company.

c. Measurement of fair value of identifiable net assets

The valuation model for fair valuation of property, plant and equipment considers quoted market prices for similar items
when available, and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments
for physical deterioration as well as functional and economic obsolescence.
Intangible assets are fair valued based on the relief-from-royalty method and multi-period excess earnings methods.
The relief-from-royalty method considers the discounted estimated royalty payments that are expected to be avoided
as a result of the patents or trademarks being owned. The multi-period excess earnings method considers the present
value of net cash flows expected to be generated by the customer relationships, by excluding any cash flows related to
contributory assets.
Raw materials are fair valued using the replacement cost method of the cost approach. Finished goods and work-in-
progress are valued using the comparative sales method of the market approach which uses the actual or expected
selling prices of finished goods as the base amount.
The fair value of the trade and other receivables acquired as part of the business combination amounted to ` 3,984.85
lakh, with a gross contractual amount of ` 3,984.85 lakh. As of the acquisition date, the Group’s best estimate of the
contractual cash flow not expected to be collected amounted to Nil.

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

d. Revenue and profit contribution

The acquired business contributed revenue of ` 22,597.85 lakh and profit of ` 3,758.07 lakh to the group for the period 31
March 2020.
If the acquisitions had occurred on 01 April 2019, consolidated pro-forma revenue and profit for the year ended 31 March
2020 would have been ` 397,582.29 lakh and ` 16,123.53 lakh respectively.

56. Revenue from Contracts with Customers

Indian Accounting Standard 115 Revenue from Contracts with Customers (“Ind AS 115”), establishes a framework for
determining whether, how much and when revenue is recognised and requires disclosures about the nature, amount, timing
and uncertainty of revenues and cash flows arising from customer contracts. Under Ind AS 115, revenue is recognised through
a 5-step approach:
(i) Identify the contract(s) with customer;
(ii) Identify separate performance obligations in the contract;
(iii) Determine the transaction price;
(iv) Allocate the transaction price to the performance obligations; and
(v) Recognise revenue when a performance obligation is satisfied.

(a) Disaggregation of revenue

The Company has performed a disaggregated analysis of revenues considering the nature, amount, timing and uncertainty
of revenues. This includes disclosure of revenues by geography and timing of recognition.
(All amounts in ` in lakh unless otherwise stated)
Revenue from operations 31 March 2021
Sale of Sale of Other Total
products services operating
revenue*
Revenue by geography
Domestic 2,92,929.61 3,443.35 4,329.00 3,00,701.96
Export 2,028.31 - - 2,028.31
Total 2,94,957.92 3,443.35 4,329.00 3,02,730.27
Revenue by time
Revenue recognised at point in time 3,02,730.27
Revenue recognised over time -
Total 3,02,730.27
* Excluding budgetory support under Goods and Services Tax Regime, electricity duty subsidy, export incentive and others
(All amounts in ` in lakh unless otherwise stated)
Revenue from operations 31 March 2020
Sale of Sale of Other Total
products services operating
revenue*
Revenue by geography
Domestic 3,83,303.45 3,359.82 3,390.60 3,90,053.87
Export 3,667.40 - - 3,667.40
Total 3,86,970.85 3,359.82 3,390.60 3,93,721.26
Revenue by time
Revenue recognised at point in time 3,93,721.26
Revenue recognised over time -
Total 3,93,721.26
* Excluding budgetory support under Goods and Services Tax Regime and export incentive

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(b) Revenue recognised in relation to contract liabilities

Ind AS 115 also requires disclosure of ‘revenue recognised in the reporting period that was included in the contract liability
balance at the beginning of the period’ and ‘revenue recognised in the reporting period from performance obligations
satisfied (or partially satisfied) in previous periods. Same has been disclosed as below:

(All amounts in ` in lakh unless otherwise stated)

Description Year ended Year ended
31 March 2021 31 March 2020
Revenue recognised in the reporting period that was included in the 818.40 728.09
contract liability balance at the beginning of the period
Revenue recognised in the reporting period from performance obligations - -
satisfied (or partially satisfied) in previous periods
Total 818.40 728.09

(c) Assets and liabilities related to contracts with customers

(All amounts in ` in lakh unless otherwise stated)

Description As at As at
31 March 2021 31 March 2020
Non-current Current Non-current Current
Contract liabilities related to sale of goods
Advance from customers - 625.39 - 1,462.26
Deferred revenue - 286.57 - 212.67
Contract assets
Unbilled revenue - 649.68 - 1,534.11
During the year ended 31 March 2021, ` 1,534.11 lakhs (previous year: ` 485.98 lakhs) of unbilled revenue has been
reclassified to trade receivables upon billing to customers on completion of contractual terms. Subsequently, the receipts
from customers has been adjusted against the receivables.
Remaining performance obligations as at the reporting date are expected to be recognised over the next year by the
Group.

(d) Reconciliation of revenue recognised in Statement of Profit and Loss with Contract price

(All amounts in ` in lakh unless otherwise stated)

Description Year ended Year ended
31 March 2021 31 March 2020
Contract price 3,03,094.27 3,94,195.43
Less: Discount, rebates, credits etc. (364.00) (474.17)
Revenue from operations 3,02,730.27 3,93,721.26

57. Group information

(a) Information about subsidiaries

The Parent’s subsidiaries at 31 March 2021 are set out below. Unless otherwise stated, they have share capital consisting
solely of equity shares that are held directly by the Parent, and the proportion of ownership interests held equals the
voting rights held by the Parent. The country of incorporation or registration is also their principal place of business.

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Name of the entity Principal activities Country of Ownership interest held by Ownership interest held by
incorporation the Group Non-controlling interest
31 March 31 March 31 March 31 March
2021 2020 2021 2020
% % % %
PICL (India) Private Manufacture of India 100 100 - -
Limited components of
consumer durable
products
Appserve Appliance Service of consumer India 100 100 - -
Private Limited durable products and
its components
IL JIN Electronics Manufacture of India 70 70 30 30
(India) Private Limited components of
consumer durable
products
Ever Electronics Manufacture of India 70 70 30 30
Private Limited components of
consumer durable
products
Sidwal Refrigeration Providing air- India 100 100 - -
Industries Private conditioning
Limited equipment for any
type of application

(b) Non-controlling interest

Summarised financial information for Ever Electronics Private Limited, before intragroup eliminations, is set out below:

(All amounts in ` in lakh unless otherwise stated)

Summarised balance sheet 31 March 2021 31 March 2020
Non-current assets 4,183.55 4,987.29
Current assets 1,840.63 3,268.36
Total assets 6,024.18 8,255.65
Non-current liabilities 1,003.44 1,253.61
Current liabilities 2,545.24 4,615.38
Total liabilities 3,548.68 5,868.99
Net assets 2,475.50 2,386.65
Accumulated Non-controlling interest 863.07 837.07

(All amounts in ` in lakh unless otherwise stated)

Summarised statement of profit and loss 31 March 2021 31 March 2020
Revenue 15,440.55 29,713.88
Profit for the year 89.74 276.53
Other comprehensive income/(loss) 0.90 (5.30)
Total comprehensive income 90.64 271.23
Profit allocated to Non-controlling interest 26.01 487.68
Dividend paid to Non-controlling interest - -

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

Summarised cash flows 31 March 2021 31 March 2020
Net cash generated from operating activities 155.37 691.19
Net cash used in investing activities (345.32) (437.89)
Net (used in)/cash generated from financing activities (1,124.92) 1,112.76
Net (decrease)/increase in cash and cash equivalents (1,314.87) 1,366.06

Summarised financial information for IL JIN Electronics (India) Private Limited, before intragroup eliminations, is set out
below:

(All amounts in ` in lakh unless otherwise stated)

Summarised balance sheet 31 March 2021 31 March 2020
Non-current assets 5,981.15 5,860.67
Current assets 8,904.77 5,337.35
Total assets 14,885.92 11,198.02
Non-current liabilities 1,460.02 1,637.28
Current liabilities 8,942.83 5,740.49
Total liabilities 10,402.85 7,377.77
Net assets 4,483.07 3,820.25
Accumulated Non-controlling interest 2,785.45 2,641.57

(All amounts in ` in lakh unless otherwise stated)

Summarised statement of profit and loss 31 March 2021 31 March 2020
Revenue 30,820.47 32,608.19
Profit for the year 657.89 849.19
Other comprehensive income/(loss) 4.94 (9.95)
Total comprehensive income 662.83 839.24
Profit allocated to Non-controlling interest 143.88 86.43
Dividend paid to Non-controlling interest - -

(All amounts in ` in lakh unless otherwise stated)

Summarised cash flows 31 March 2021 31 March 2020
Net cash generated from operating activities 859.29 1,834.22
Net cash used in investing activities (537.71) (814.86)
Net cash used in financing activities (303.41) (890.50)
Net (decrease) in cash and cash equivalents 18.17 128.86

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ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

58. Additional information as required by Paragraph 2 of the General Instructions for Preparation
of Consolidated Financial Statements to Schedule III to the Companies Act, 2013.

(All amounts in ` in lakh unless otherwise stated)

Name of the Net assets i.e. total assets Share in profit or loss Share in other Share in total
entity minus total liabilities comprehensive income comprehensive income
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated (`) consolidated (`) consolidated (`) consolidated (`)
net assets* profit or other net assets*
loss* comprehensive
income*
Parent
Amber Enterprises 93.01% 1,52,597.34 61.91% 5,155.69 15.07% 8.72 61.59% 5,164.41
India Limited
Indian subsidiaries
PICL (India) Private 1.15% 1,884.43 -8.32% (693.18) 3.49% 2.02 -8.24% (691.16)
Limited
Appserve 0.02% 24.64 -0.07% (5.79) 0.00% - -0.07% (5.79)
Appliance Private
Limited
IL JIN Electronics 2.73% 4,483.07 7.90% 657.89 8.53% 4.94 7.90% 662.83
(India) Private
Limited
Ever Electronics 1.51% 2,475.50 1.08% 89.74 -1.56% (0.90) 1.06% 88.84
Private Limited
Sidwal 9.44% 15,495.17 42.80% 3,564.18 74.45% 43.09 43.02% 3,607.27
Refrigeration
Industries Private
Limited
Non-controlling 2.22% 3,648.52 2.03% 168.67 2.09% 1.21 2.03% 169.88
interest in
subsidiaries
Inter Company -10.09% (16,546.06) -7.32% (609.28) - (1.20) -7.28% (610.48)
eliminations and
consolidation
adjustments
Total 100.00% 1,64,062.61 100.00% 8,327.92 102.08% 57.87 100.00% 8,385.79

*The above amounts / percentage of net assets and net profit or (loss) in respect of Amber Enterprises India Limited and its
subsidiaries are determined based on the amounts of the respective entities included in consolidated financial statements
before inter-Company eliminations / consolidation adjustments.

59. The Group was required to spend ` 318.70 lakh (previous year ` 229.55 lakh) on Corporate social responsibility (CSR)
activities during the year ended 31 March 2021 in accordance with Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time. The Group has carried
forward unspent amount of ` 15.34 lakh from previous year budget which was required to be spent during the current
year. The Group has spent ` 15.34 lakh during the current year which has been included in total CSR spend as disclosed below.
The details of amount actually spent by the Group during the year are:

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

For the year ended 31 March 2021:

(All amounts in ` in lakh unless otherwise stated)

S. Particulars Amount paid in Amount yet to Total
No. cash* be paid in cash
(i) Preventing and Promoting Health Care, Sanitation And Making 89.02 - 89.02
Available Safe Drinking Water
(ii) Promoting Education including special education and employment 65.02 - 65.02
enhancing vocation skills especially among children, women,
elderly and the differently abled and livelihood enhancement
projects
(iii) Promoting gender equality, empowering women, setting up homes 5.50 - 5.50
and hostels for women and orphans; setting up old age homes,
day care centres and such other facilities for senior citizens
and measures for reducing inequalities faced by socially and
economically backward groups.
(iv) Contribution to the prime minister's national relief fund [or Prime 17.53 - 17.53
Minister’s Citizen Assistance and Relief in Emergency Situations
Fund (PM CARES Fund)] or any other fund set up by the central
govt. for socio economic development and relief and welfare of
the schedule caste, tribes, other backward classes, minorities and
women;
(v) Ensuring environmental sustainability, ecological balance, 3.19 - 3.19
protection of flora & fauna, animal welfare, agroforestry,
conservation of natural resources & maintaining quality of soil, air
& water
(vi) Ensuring environmental sustainability, ecological balance, 3.08 - 3.08
protection of flora and fauna, animal welfare, agroforestry,
conservation of natural resources and maintaining quality of soil,
air and water including contribution to the Clean Ganga Fund set-
up by the Central Government for rejuvenation of river Ganga.
Total CSR spend 183.34 - 183.34
Unspent amount provided during the current year* 149.33 - 149.33
Total CSR expenditure 332.67 - 332.67
Amount transferred to Unspent CSR account as per section 135(6)* 149.33 - 149.33

*The Group has transferred ` 149.33 lakh to separate CSR account within 30 days from the end of financial year in accordance
with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. Accordingly, the Company has provided
for such unspent CSR amount.

For the year ended 31 March 2020:

(All amounts in ` in lakh unless otherwise stated)

S. Particulars Amount paid in Amount yet to Total
No. cash* be paid in cash
(i) Preventing and Promoting Health Care, Sanitation And Making 84.69 - 84.69
Available Safe Drinking Water
(ii) Promoting Education including special education and employment 68.27 - 68.27
enhancing vocation skills especially among children, women,
elderly and the differently abled and livelihood enhancement
projects

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SUMMARY OF sIGNIFICANT ACCOUNTING POLICIEs

AND OTHER EXPLANATORY INFORMATION FOR THE YEAR ENDED 31 MARCH 2021 (Contd.)

(All amounts in ` in lakh unless otherwise stated)

S. Particulars Amount paid in Amount yet to Total
No. cash* be paid in cash
(iii) Promoting gender equality, empowering women, setting up homes 19.00 - 19.00
and hostels for women and orphans; setting up old age homes,
day care centres and such other facilities for senior citizens
and measures for reducing inequalities faced by socially and
economically backward groups.
(iv) Ensuring environmental sustainability, ecological balance, 16.25 - 16.25
protection of flora & fauna, animal welfare, agroforestry,
conservation of natural resources & maintaining quality of soil, air
& water
(v) Contributions to Indian Institute of Technology (IITs), engaged 21.00 - 21.00
in conducting research in science, technology, engineering and
medicine aimed at promoting Sustainable Development Goals
(SDGs).
(vi) Training to promote rural sports, nationally recognised sports, 5.00 - 5.00
paralympic sports and olympic sports.
Total spent amount 214.21 - 214.21
Unspent amount 15.34 - 15.34
Total 229.55 - 229.55
* Represents amount paid through bank

60. Segment information

The Group is substantially engaged in manufacturing of consumer durable products and its components. Basis the nature of
Group’s business and operations, the Group has one operating segment i.e. “manufacture of consumer durable products and
its components” for which information is reviewed by the Chief Operating Decision Maker (CODM) to allocate resources and
assess performance. Hence, the Group has only one reportable segment as per the requirements of Ind AS 108 – ‘Operating
Segments’. Majority of the revenue is derived from one geography and three external customers amounting to ` 1,51,407.84
lakh (previous year from two external cusotmers: ` 1,23,691.34 lakh).

61. Research and development (R&D) expenditure

For the year ended 31 March 2018, the Holding Company has incurred the capital expenditure amounting ` 1917.62 lakh and
revenue expenditure amounting ` 587.30 lakh which is eligible for weighted deduction under section 35(2AB) of the Income-
tax Act, 1961.
Pursuant to receipt of approval from the Department of Scientific and Industrial Research (DSIR) on 16 August 2019, the
Holding Company is eligible to avail weighted deduction under section 35(2AB) of the Income-tax Act, 1961. As per the DSIR
guidelines, the Holding Company is required to disclose the expenditure incurred on in-house R&D activities in the financial
statements. The amount of expenditure as shown in the respective heads of account is as under:
(i) R&D capital expenditure included in additions of property, plant and equipment

(All amounts in ` in lakh unless otherwise stated)

Particulars Year ended
31 March 2020
Computers 28.13
Furnitures 4.76
Office equipments 14.33
Plant & machinery 915.64
Total R&D capital expenditure (net) 962.86

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SUmmArY Of SIGNIfICANT ACCOUNTING pOLICIES

ANd OTHEr ExpLANATOrY INfOrmATION fOr THE YEAr ENdEd 31 MArCH 2021 (Contd.)

(ii) R&D revenue expenditure included in additions of intangible asset under development

(All amounts in ` in lakh unless otherwise stated)

Particulars Year ended
31 March 2020
Materials consumed 1,076.18
Employee benefit expense 353.89
Power and fuel 202.19
Other research and development expenses 362.25
Total R&D revenue expenditure (gross) 1,994.51
Less: Realisation on sale of R&D assets not capitalised (57.13)
Total R&D revenue expenditure (net) 1,937.38

(iii) Amount eligible for weighted deduction under Section 35(2AB) of the Income Tax Act, 1961

(All amounts in ` in lakh unless otherwise stated)

Particulars Year ended
31 March 2020
R&D capital expenditure 962.86
R&D revenue expenditure (gross) 1,047.72
2,010.58
Less: Realisation on sale of R&D assets (57.13)
1,953.45
Amount eligible for deduction under Section 35 of the Income Tax Act, 1961 196.89

In accordance with the proviso to Section 35(2AB) of the Income-tax Act, 1961, the Holding Company is eligible to claim
deduction equal to the expenditure incurred on research and development activities from financial year 2020-21 onwards
as compared to weighted deduction equal to one and one-half times of the expenditure during the previous financial
years. Consequently, the Holding Company has decided to discontinue the availment of deduction under Section 35(2AB)
of the Income-tax Act, 1961 from 1 April 2020.

62. Particulars of loans given/investments made*/guarantees given, as required by clause (4) of

Section 186 of the Companies Act, 2013:

Name Nature Amount of loan Rate of interest Purpose for which

outstanding as at (p.a.) the loan/security/
31 March 2021 guarantee is
utilised
DSP Works Automation and Wireless Unsecured loan 50.24 7.00% Working capital
Network Solutions Private Limited requirement

*Investment made has been disclosed in note 8.

63. Events after the reporting period

The Group has evaluated all the subsequent events through 22 May 2021, which is the date on which these consolidated
financial statements were issued, and no events have occurred from the balance sheet date through that date except for
matters that have already been considered in these consolidated financial statements.
However, subsequent to the year end, the Board of Directors on the recommendation of the Nomination and Remuneration
Committee in its meeting held on 19 April 2021, has granted 2,20,000 options to certain identified eligible employees of the
Group at ` 2,400 per option, under “Amber Enterprises India Limited Employee Stock Option Plan 2017”. Vesting will be made
in four years in equal ratio i.e. 25% every year, after the statutory period of one year from the date of grant of the options.
Exercise period in respect of the options shall commence after the vesting of such options, as authorised by the Nomination

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and Remuneration Committee and the Board of directors, subject to a maximum period of five years. This was pursuant to
the approval from the shareholders through postal ballot concluded on 24 December 2020. These options will vest in line with
the current employment agreements.

64. The Code on Social Security, 2020 which would impact the contributions by the Group towards Provident Fund and
Gratuity has received presidential assent on 28 September 2020. The effective date from which the changes are
applicable is yet to be notified and the final rules are yet to be framed. The Group will carry out an evaluation of the impact
and record the same in the financial statements in the period in which the Code becomes effective and the related rules
are published.

65. The figures for the corresponding previous year have been regrouped/reclassified, wherever considered necessary, to
make them comparable.

For Walker Chandiok & Co LLP For and on behalf of Board of Directors of
Chartered Accountants Amber Enterprises India Limited
(Firm Registration No. 001076N/N500013)
Sandeep Mehta Jasbir Singh Daljit Singh
Partner (Chairman & CEO and Director) (Managing Director)
(Membership No. 099410) (DIN: 00259632) (DIN: 02023964)
Konica Yadav Sudhir Goyal
(Company Secretary and Compliance Officer) Chief Financial Officer
(Membership No. A30322)
Place: Chandigarh Place: Gurugram Place: Gurugram
Date: 22 May 2021 Date: 22 May 2021 Date: 22 May 2021

Annual Report 2020-21 285

NOTES
NOTES
NOTES
Amber Enterprises India Limited
www.ambergroupindia.com