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Amber Enterprises India Ltd.

BSE: 540902 Sector: Engineering
NSE: AMBER ISIN Code: INE371P01015
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NSE 00:00 | 01 Mar 3201.95 -30.75
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OPEN 3259.80
PREVIOUS CLOSE 3231.65
VOLUME 6622
52-Week high 3317.30
52-Week low 921.60
P/E 244.28
Mkt Cap.(Rs cr) 10,781
Buy Price 3180.00
Buy Qty 10.00
Sell Price 3189.00
Sell Qty 87.00
OPEN 3259.80
CLOSE 3231.65
VOLUME 6622
52-Week high 3317.30
52-Week low 921.60
P/E 244.28
Mkt Cap.(Rs cr) 10,781
Buy Price 3180.00
Buy Qty 10.00
Sell Price 3189.00
Sell Qty 87.00

Amber Enterprises India Ltd. (AMBER) - Auditors Report

Company auditors report

To the Members of Amber Enterprises India Limited

Report On The Audit Of The Standalone FinancialStatements

Opinion

1. We have audited the accompanying standalone financial statements ofAmber Enterprises India Limited ('the Company') which comprise the Balance Sheet as at 31March 2020 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ('Act') in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted inIndia including Indian Accounting Standards ('Ind AS1) specified under section133 of the Act of the state of affairs of the Company as at 31 March 2020 and its profit(including other comprehensive income) its cash flows and the changes in equity for theyear ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditingspecified under section 143(10) of the Act. Our responsibilities under those standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

5. We have determined the matters described below to be the key auditmatters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Impairment assessment of investments in subsidiary companies Our audit procedures included but were not limited to the following:
As described in Note 2 (i) 2 (g)(ii) and 9 to the standalone financial statements as at 31 March 2020 the Company has investments aggregating Rs 5230.32 lakh in its wholly own subsidiary companies PICL India Private Limited ("PICL") and Appserve Appliance Private Limited ("Appserve"). a) We obtained an understanding of the management process for identification of possible impairment indicators and process performed by the management for impairment tests performed.
b) We understood evaluated and tested controls around management's assessment of the impairment indicators and the impairment tests performed.
In view of the above the management of the Company during the year ended 31 March 2020 has carried out an impairment test for such investments whereby the carrying amount of the investments were compared with their fair values for which the management has prepared detailed cash flow projections based on business plans of the subsidiary companies expected growth rates in the business and other market related factors including the discount rates etc.
c) We reconciled the cash flow projections to the business plans approved by the Company's board of directors.
d) We challenged the management on the underlying assumptions used for the cash flow projections including the expected growth rates considering evidence available to support these assumptions and our understanding of the business;
While the above impairment test resulted in no impairment required to be recognised in the carrying value of investment in PICL an impairment provision to the extent of the net carrying value of the investment in Appserve aggregating Rs. 170 lakh had already been recognised in the previous financial year.
e) We assessed the reasonableness of the assumptions used and appropriateness of the valuation methodology applied. Tested the discount rates and long-term growth rates used in the forecast vis-a-vis industry forecasts and the recent changes in economic environment where deemed appropriate;
Considering the materiality of the amounts involved significant degree of judgement and subjectivity involved in the estimates and key assumptions used in determining the cash flows used in the impairment evaluation we have determined impairment of such non-current investments as a key audit matter.
f) We 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;
g) We evaluated the sensitivity analysis performed by management in respect of the key assumptions such as discount and growth rates to ensure there was sufficient headroom with respect to the estimation uncertainty impact of such assumptions on 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.
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 following procedures:
As disclosed in note 2 7 and 8 to the standalone financial statements the Company develops various product models and performs trial runs for enhancing the performance and increasing the efficiency of the products. The Company has a research and development department which oversees such development process and conducts trial runs. The Company has capitalised Rs. 1937.38 lakh during the year ended 31 March 2020 under Intangible assets under development which comprises of raw material cost (net of scrap sales) and certain attributable overheads. The Company capitalises the product models when they are ready for sale in the active market.
a) We obtained an understanding of management's process for assessing costs forming part of research and development activities and whether such costs meet recognition criteria in terms with Indian Accounting Standard 38 Intangible Assets;
b) We assessed the design and implementation of controls in respect of expenses incurred for trial runs in addition to testing the effectiveness of key controls operating across the business.
c) We obtained a schedule of all the costs capitalised by the company and on test-check basis verified that the cost of only those raw materials that have been used for the purpose of development activities and trial runs were capitalised as applicable.
Such developmental activities represent a significant part of the business and the Company uses judgement to determine classification of expenditure into research and development phase wherein as per the applicable accounting guidance expenditure incurred on research activities is required to be recognised in the statement of profit and loss and development costs may be capitalised subject to specific conditions. Such assessment includes assessing whether the product being developed is commercially feasible whether the Company has adequate technical financial and other required resources to complete the development and whether the costs will be fully recovered through future sale of the product.
d) We also assessed the reasonableness of overheads allocated along with consumption of raw material.
e) We further evaluated the commercial viability of the product by considering other information obtained during the audit including products being developed in previous years the stage of related sales prospects and where appropriate the level of sales generated to determine whether the status and performance of developed products corroborated management's assertions over the technical feasibility and the ability to generate 'probable' future economic benefits.
Considering the materiality of the amounts significant judgement involved in determining the appropriate quantum of development expenses to be capitalised including those incurred on trial runs this matter has been considered as a key audit matter for the current year audit.
f) We also ensured that the carrying value of these intangibles under development will be fully recovered by the Company and there are no impairment indicators for these assets. For this assessment we obtained the product assessment which are being currently developed by the Company and discussed the same with the management including research and development personnel. Also we reviewed the product assessment in reference to developed products which were capitalised in the earlier years and being currently sold by the Company.
g) We have evaluated the adequacy of disclosures made by the Company in the financial statements in view of the requirements as specified in the Indian Accounting Standards.

Information other than the Financial Statements and Auditor's Reportthereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Annual Reportbut does not include the standalone financial statements and our auditor's report thereon.The Annual Report is expected to be made available to us after the date of this auditor'sreport.

Our opinion on the standalone financial statements does not cover theother information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.

When we read the Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.

Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements

6. The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Ind AS specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

7. In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

8. Those Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial

Statements

9. Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.

10. As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:

? Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol;

? Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to financial statements inplace and the operating effectiveness of such controls;

? Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management;

? Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern;

? Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation;

11. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

12. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

13. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing

so would reasonably be expected to outweigh the public interestbenefits of such communication.

Report on Other Legal and Regulatory Requirements

14. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.

15. As required by the Companies (Auditor's Report) Order 2016 ('theOrder1) issued by the Central Government of India in terms of section 143(11)of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3and 4 of the Order.

16. Further to our comments in Annexure I as required by section143(3) of the Act based on our audit we report to the extent applicable that:

a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our auditof the accompanying standalone financial statements;

b) in our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c) the standalone financial statements dealt with by this report are inagreement with the books of account;

d) in our opinion the aforesaid standalone financial statements complywith Ind AS specified under section 133 of the Act;

e) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of section164(2) of the Act;

f) we have also audited the internal financial controls with referenceto financial statements of the Company as on 31 March 2020 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date andour report dated 30 May 2020 as per Annexure II expressed unmodified opinion; and

g) with respect to the other matters to be included in the Auditor'sReport in accordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (asamended) in our opinion and to the best of our information and according to theexplanations given to us:

i. the Company as detailed in note 43 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position asat 31 March 2020;

ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2020;

iii. there were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company during the year ended 31 March 2020;and

iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No. 6N/N500013
Sandeep Mehta

Partner

Place: Chandigarh Membership No.: 099410
Date: 30 May 2020 UDIN: 20099410AAAAAY7061

Annexure I

Based on the audit procedures performed for the purpose of reporting atrue and fair view on the financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of itsfixed assets under which fixed assets are verified in a phased manner over a period of 3years which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. In accordance with this program certain fixed assets wereverified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are includedunder the head 'Property plant and equipment') are held in the name of the Company.

(ii) In our opinion the management has conducted physical verificationof inventory at reasonable intervals during the year except for goods-in-transit. Nomaterial discrepancies were noticed on the aforesaid verification.

(iii) The Company has not granted any loan secured or unsecured toCompanies firms Limited Liability Partnerships (LLPs) or other parties covered in theregister maintained under Section 189 of the Act. Accordingly the provisions of clauses3(iii)(a) 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

(iv) In our opinion the Company has complied with the provisions ofSections 185 and 186 of the Act in respect of loans investments guarantees and security.

(v) In our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.

(vi) We have broadly reviewed the books of account maintained by theCompany pursuant to the Rules made by the Central Government for the maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company's productsand are of the opinion that prima facie the prescribed accounts and records have beenmade and maintained. However we have not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fundemployees' state insurance income-tax sales-tax service tax duty of customs dutyof excise goods and services tax value added tax cess and other material statutorydues as applicable have generally been regularly deposited to the appropriateauthorities though there has been a slight delay in a few cases. Further no undisputedamounts payable in respect thereof were outstanding at the year- end for a period of morethan six months from the date they became payable.

(b) The dues outstanding in respect of income-tax sales-taxservice-tax duty of customs duty of excise goods and services tax and value added taxon account of any dispute are as follows:

Statement of Disputed Dues

Name of the statute Nature of dues Amount (Rs) Amount paid under

(Rs)

Period to which the amount relates Forum where dispute is pending
Income tax Act 1961 Income Tax 37.81 Nil AY 2010-112011-12 2012-13 ITAT Chandigarh
Punjab Municipal Act 1911 Octroi 15.58 Nil F.Y.2006-07 Hon'ble High Court of Punjab & Haryana.
Central Excise Act 1944 Excise duty 24.39 2.79 F.Y. 2013-14 F.Y. 2014-15 Assistant Commissioner Central Excise Noida
UP VAT Act 2008 Sales Tax 14.09 Nil Sales tax - 2008-09 Additional Commissioner (Appeal) Noida.
GST Act 2017 Goods and Service Tax 0.81 0.81 2017-18 Commercial Tax Department
Himachal Value Added tax act 1968 Himachal Sales Tax 15.04 2.00 Sales tax - 2009-10 Additional Commissioner (Appeal)

(viii) The Company has not defaulted in repayment of loans orborrowings to any bank or financial institution or government during the year. The Companydid not have any outstanding debentures during the year.

(ix) The Company did not raise moneys by way of initial public offer orfurther public offer (including debt instruments). In our opinion the term loans wereapplied for the purposes for which the loans were obtained though idle funds which werenot required for immediate utilisation have been invested in liquid investments payableon demand.

(x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid/provided by the Company inaccordance with the requisite approvals mandated by the provisions of Section 197 of theAct read with Schedule V to the Act.

(xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the financial statements etc. as required by the applicable IndAS.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures.

(xv) In our opinion the Company has not entered into any non-cashtransactions with the directors or persons connected with them covered under Section 192of the Act.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No. 6N/N500013
Sandeep Mehta

Partner

Place: Chandigarh Membership No.: 099410
Date: 30 May 2020 UDIN: 20099410AAAAAY7061

Annexure II

Independent Auditor's Report on the internal financial controls withreference to the standalone financial statements under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ('the Act')

1. In conjunction with our audit of the standalone financial statementsof Amber Enterprises India Limited ('the Company') as at and for the year ended 31 March2020 we have audited the internal financial controls with reference to financialstatements of the Company as at that date.

Responsibilities of Management and Those Charged with Governancefor Internal Financial Controls

2. The Company's Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of the Company's business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditor's Responsibility for the Audit of the Internal

Financial Controls with Reference to Financial Statements

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India ('ICAI') prescribed under Section 143(10) of the Act tothe extent applicable to an audit of internal financial controls with reference tofinancial statements and the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting ('the Guidance Note') issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and if suchcontrols operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to

Financial Statements

6. A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with

Reference to Financial Statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject

to the risk that the internal financial controls with reference tofinancial statements may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such controls wereoperating effectively as at 31 March 2020 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013
Sandeep Mehta
Place: Chandigarh

Partner

Membership No.: 099410

Date: 30 May 2020 UDIN: 20099410AAAAAY7061

.