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Amber Enterprises India Ltd.

BSE: 540902 Sector: Engineering
NSE: AMBER ISIN Code: INE371P01015
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OPEN 3259.80
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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) - Director Report

Company director report

2019 - 20

Dear Members

Your Directors are pleased to present the 30th ANNUAL REPORT onthe Business and Operations of the Company along with the audited financial statements(standalone and consolidated) for the financial year ended 31 March 2020.

1. FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

The standalone and consolidated financial highlights of your Companyare as follows:

Standalone For the financial year ended

Consolidated For the financial year ended

Particulars 31 March 2020 31 March 2019 31 March 2020 31 March 2019
Revenue from operations 300273.51 218839.67 396279.33 275199.07
Other Income 586.63 895.61 815.81 994.82
Total Income from operations 300860.14 219735.28 397095.14 276193.89
Total Expenses 287969.25 206442.40 378020.81 262601.22
Profit Before Tax (PBT) 12890.89 13292.88 19074.33 13592.67
Tax Expense
Current Tax 2881.48 2887.56 4326.06 3078.16
Deferred Tax (1784.59) 1153.33 (1666.22) 1037.42
Profit After Tax (PAT) 11794.00 9226.31 16414.49 9477.09
Earnings Per Equity Share (?)
Basic 37.50 29.42 50.37 29.78
Diluted 37.50 29.42 50.37 29.78

2. OVERVIEW OF COMPANY'S FINANCIAL

PERFORMANCE

> Total consolidated revenue from operations increased to '396279.33 Lakh in the financial ' 275199.07 Lakh in financial year 2018-19.

> Consolidated Profit before tax for the financial year 2019 - 20was ' 19074.33 Lakh as compared to ' 13592.67 Lakh in the financial year 2018-19.

> Consolidated Profit after tax for the financial year 2019-20was?

> Standalone revenue from operations increased to Rs- 20 from '2018-19.

> Standalone Profit before tax increased to Rs12890.89 Lakh in thefinancial year 2019-20 from?

> Profit after tax for the financial year 2019-20 was Rs ' 9226.31

Lakh in the financial year 2018-19.

> On consolidated and standalone basis the capital expenditure ontangible assets was ' ' 9961.98 Lakh respectively and;

> No material changes or commitments have occurred between theend of the financial year and the date of this Report which affect the financialstatements of the Company in respect of the reporting year.

3. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for thefinancialyear 2019-20 are prepared in compliance with the applicable provisions of the CompaniesAct 2013 ("the Act") Indian Accounting Standards (“IndAS") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended ["SEB/ (LODR)Regulations'] which shall be placed before the members in their forthcomingAnnual General Meeting ("AGM”). To comply with Section 129 (3) of theAct a statement containing the salient features of the financial statements ofsubsidiary/ associate/ joint venture companies is provided as Annexure in Form AOC -1 to the consolidated financial statements of the Company and therefore notrepeated hereby to avoid duplication.

4. CAPACITY EXPANSION NEW PROJECTS & STRATEGIC ALLIANCES

Expansion of Jhajjar operations took place in financial year 2019 - 20by building a new industrial shed located at Dadri toe in Jhajjar district.

The expansion will help the Company to cater the needs of variousleading Customers by providing wider product mix and more flexibility. Expansion ofcapacity as aforesaid is also likely to be supported by a demand growth which will enablethe Company to strengthen its market share in the Industry.

5. DEPOSITS

Your Company has not accepted any deposits during the financial yearunder review falling within the ambit of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.

6. TRANSFER TO GENERAL RESERVE

The provisions of the Act do not mandate any transfer of profits to anyreserve. Your Company has neither transferred nor proposes to transfer any amount to anyreserves.

7. CHANGE IN THE NATURE OF BUSINESS IF ANY

During the financial year 2019-20 under review there was no change inthe nature of business of the Company or any of its subsidiaries or associates.

8. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Company recommended / declared dividend in the financial year 2019- 20 as under:

Type of Dividend Date of Board Meeting Record date Pay out date Dividend per share ' Dividend payout Amt in '
Interim Dividend 07.11.2019 20.03.2019 26.11.2019

' 1.60 per share

Interim Dividend 19.03.2020 27.03.2020 30.03.2020

' 1.60 per share

' 503.14

Total Dividend ' 3.20 per share

' 1006.28

Dividend Distribution Policy of the Company as pertheSEBI (LODR)Regulations is available at the following link: http://www.ambergroupindia.com/dividend-distribution-policy/ and is also provided as "Annexure- A".

9. ACQUISITIONS

Ever Electronics Private Limited (“EVER”)

On 1 October 2018 by virtue of securing the right to appoint majorityof Directors on the Board of Ever your Company i.e. Amber Enterprises India Limited (“AEILor “Amber") became the holding Company of Ever in terms of Section 2 (87) ofthe Act.

Thereafter On 17 October 2019 your Company i.e. Amber EnterprisesIndia Limited (“AEIL or “Amber") acquired 51% stake of equity sharecapital of EVER consequent to which EVER became the subsidiary of AEIL by controllingmore than one-half of the total voting power by acquisition of 70% of equity paid up sharecapital of the EVER.

Sidwal Refrigeration Industries Private Limited (“Sidwal")

In the financial year 2019 - 20 your Company concluded acquisition of80% stake of equity share capital of Sidwal Refrigeration Industries Private Limited (“Sidwal")which also includes its group entity

i.e. Sidwal Technologies (“ST") a sole proprietorshipfirm owned by the promoter of Sidwal on 2 May 2019 Hence Sidwal became subsidiary ofyour Company. Sidwal is engaged in the business of manufacturing and sale of HeatingVentilation and Air Conditioning equipment for railways metros defence bus telecomcommercial refrigeration and related components for private and government customers. Thisacquisition will strengthen Amber's leadership and market presence in the air conditionerspace in India and the "strategic partnership" will create a platform providingunmatchable high quality and price competitive product offering for railways metro bustelecom and defence applications.

TO. CREDIT RATING

Post announcement of acquisition of SIDWAL CRISIL has placed itsratings on the Bank facilities of Amber Enterprises India Limited on ‘Rating Watchwith Developing Implications'. The details of rating action are mentioned below :

Rating Action
Total Bank Loan facilities rated

' 650Crore

Long Term rating CRISIL A+ (Placed on 'Rating Watch with Developing Implications')
Short Term rating CRISIL A1 (Placed on'Rating Watch with Developing Implications')

There is no updation in rating of the Company till date.

11. SHARE CAPITAL

The Authorized Share Capital of the Company is

divided into 45000000 (Four Crore Fifty Lakh) equity shares of'10/- (Rupees Ten) each.

During the financial year under review there was no change in theAuthorized Share Capital of the Company.

During the financial year 2019 - 20 under review the Company has notissued any equity shares sweat equity shares or bonus shares.

The issued and paid-up share capital of the Company as on 31 March 2020was ' 314465400 divided into 31446540 equity shares of' 10 each.

The Company has only one class of equity shares with face value of'10 each ranking pari passu.

12. FINANCIAL LIQUIDITY

Cash and cash equivalent as at 31 March 2020 was ' 4910.33 Lakh(previous year ' 3772.09 Lakh). The Company's working capital management is robustand involves a well-organized process which facilitates continuous monitoring and controlover receivables inventories and other parameters. Due to the nature of the business theCompany maintains flexibility in funding by maintaining availability under committedfacilities. Management monitors rolling forecasts of the Company's liquidity position andcash and cash equivalents on the basis of expected cash flows. The Company takes intoaccount the liquidity of the market in which the entity operates. In addition theCompany's liquidity management policy involves projecting cash flows in major currenciesand considering the level of liquid assets necessary to meet these monitoring balancesheet liquidity ratios against internal and external regulatory requirements andmaintaining debt financing plans.

13. EMPLOYEE STOCK OPTION SCHEMES

Your Company has formulated and adopted Employee Stock Option Plannamely 'Amber Enterprises India Limited - Employee Stock Option Plan 2017' (“ESOP2017"). The ESOP Plan 2017 has been formulated in line with the provisions ofSEBI (Share Based Employee Benefits) Regulations 2014.

During the year under review the Company has not issued any sharespursuant to its ESOP 2017 therefore disclosure is not required pursuant to Rule 12 (9)of the Companies (Share Capital and Debentures) Rules 2014 and Regulation 14 of

Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014.

Further the Company has not made any amendments in its ESOP 2017during the year.

14. RELATED PARTY TRANSACTIONS

To comply with the provisions of Section 188 of the Act and Rules madethereunder read with Regulation 23 of SEBI (LODR) Regulations your Company took necessaryprior approval of the Audit Committee before entering into Related Party Transactions. TheAudit Committee has approved transactions through the omnibus mode in accordance with theprovisions of the Act and SEBI (LODR) Regulations. Related Party Transactions weredisclosed to the Board on regular basis as per Ind AS-24. All contracts / arrangements /transactions entered into by the Company with related parties as defined under the Actand SEBI (LODR) Regulations during the financial year 201920 were in the ordinary courseof business and on arm's length basis.

During the year under review your Company had not entered into anycontract/ arrangement/ transaction with related parties which could be considered materialin accordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were inconflict with the interest of the Company rather these were synchronized and synergizedwith the Company's operations.

Attention of Members is drawn to the disclosure of transactions withthe related parties set out in Note no. 46 of the standalone financial statements formingpart of the Annual Report. Your Company has framed a Policy on Related Party Transactionsin accordance with SEBI (LODR) Regulations and as per the amended provisions of the Act.The Policy intends to ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and related parties.

The policy is uploaded on the website of the Company at the Web-link:http://www.ambergroupindia.

com/pol icy-materiality-dealing-related-party- transactions.

In accordance with Section 134(h) of the Act read with Rule 8(2) ofCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements enteredinto by the Company with the related parties referred to in Section 188(1) of the Acthave been provided in Form AOC-2 and attached the same as “Annexure - B".

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees securities and investments covered underthe provisions of Section 186 of the Act are given in the notes to the standalonefinancial statements.

16. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Your Company has following wholly owned subsidiaries and subsidiaries:

WHOLLY OWNED SUBSIDIARIES

1. PICL (India) Private Limited;

2. Appserve Appliance Private Limited SUBSIDIARIES

1. IL JIN Electronics (India) Private Limited;

2. EVER Electronics Private Limited.

3. Sidwal Refrigeration Industries Private Limited The Company shallmake available the financial statements of the subsidiary companies to any member of theCompany who may be interested in obtaining the same. Further the financial statements ofthe subsidiaries are also available on the website of the Company viz.www.ambergroupindia.com. To comply with the provisions of Section 129 of the Act aseparate statement containing salient features of financial statements of subsidiariesassociates and joint ventures of your Company forms part of consolidated financialstatements.

Wholly Owned Subsidiaries

PICL (India) Private Limited ("PICL")

PICL a wholly owned subsidiary of your Company was incorporated as aPrivate Limited Company on 13 September 1994 under the provisions of Companies Act 1956having its Registered Office at New Delhi with the business of manufacturing various kindsof fractional horse power motors for WACs SACs and commercial air conditioner.

During financial year 2019 - 20 PICL has reported total income of'18501.79 Lakh and a net profit of

Appserve Appliance Private Limited ("Appserve") Appserve awholly owned subsidiary of your Company was incorporated as a Private Limited Company on 4December 2017 under the provision of the Act having its Registered Office at RajpuraPunjab with the object of carrying out the business of manufacture repair maintenanceinstallation

assembly and routine servicing activities of all kinds of white goodsi.e. RACs washing machines refrigerators consumer durables and other similar equipmentand components and to establish repair shops for the same along with other relatedactivities. During financial year 2019 - 20 Appserve has reported nil income and booked anet loss of' (1.25) Lakh.

Further the Board of Directors of your Company in their meeting heldon 24 May 2019 decided to discontinue the operations of Appserve Appliance PrivateLimited as there are no major developments and activities done in preceding two financialyears. IL JIN Electronics (India) Private Limited ("IL JIN”)

IL JIN a subsidiary of your Company was incorporated as a PrivateLimited Company on 11 September 2001 under the provisions of Companies Act 1956 havingits Registered Office at New Delhi. Your Company holds 70% stake in the equity sharecapital of IL JIN.

IL JIN is engaged in the business of manufacturing assemblingdealing importing and exporting of electronic assembled printed circuit boards for homeappliances and automobile products.

During financial year 2019-20 IL JIN has reported 849.20 Lakh.

Ever Electronics Private Limited ("EVER")

EVER a subsidiary of your Company was incorporated as a PrivateLimited Company on 2 August 2004 under the provisions of Companies Act 1956 having itsRegistered Office in Pune Maharashtra and is engaged in the business of assembly ofelectronics printed circuit boards for Air conditioners and other consumer durables homeappliances and automobiles. Your Company acquired 51% stake in the equity share capital ofever on 17 October 2019 and at present holds 70% stake in the equity share capital ofEVER.

During financial year 2019 - 20 EVER has reported total income of'29706.12 Lakh and Net profit of' 276.54 Lakh.

Sidwal Refrigeration Industries Private Limited ("Sidwal”)

Sidwal a subsidiary of your Company was incorporated as a PrivateLimited Company on 16 August 1965 under the provisions of Companies Act 1956 having itsRegistered Office in New Delhi and is engaged in the business of manufacturing and sale of

Heating Ventilation and Air Conditioning equipment for railwaysmetros defence bus telecom commercial refrigeration and related components for privateand government customers. Your Company holds 80% stake in the equity share capital ofSidwal. During financial year 2019 - 20 Sidwal has reported

A statement containing highlights of performance of each subsidiarycompany salient features of their financial statements for the financial year ended 31March 2020 and their contribution to the overall performance of the Company is provided inForm AOC - 1 as "Annexure - C" and forms part of thisAnnual Report and the consolidated financial statements of the Company for the referenceof the members. The same is not being repeated here for the sake of brevity.

There are no companies which have ceased to be its subsidiaries jointventures or associates companies during the financial year.

17.1 MATERIAL SUBSIDIARIES

To comply with the provisions of Regulation 16(c) of SEBI (LODR)Regulations the Board of Directors of the Company have approved and adopted a Policy fordetermining material subsidiary and as on 31 March 2020. IL JIN is a material subsidiaryof the Company in terms of the said policy. The policy on material subsidiary has beenuploaded on the website of the Company at the Web-link: http: //www.ambergroupindia.com/policy-determination- material-subsidiary-governance-subsidiary.

In the financial year 2020 - 2021 Sidwal has become a materialsubsidiary of the Company in terms of the above said policy.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Independent Directors hold office for a fixed period of two yearsfrom the date of their appointment and are not liable to retire by rotation. Out of theremaining 2 Executive/ Non-Independent Directors in accordance with Section 152 of theAct and the Articles of Association of the Company Mr. Jasbir Singh being longest inoffice retire by rotation and being eligible offer his candidature for reappointment asDirector.

As per the provisions of Section 149 of the Act the members of theCompany at AGM held on 23 August 2019 re-appointed Dr. Girish Kumar Ahuja

(DIN 00446339) Ms. Sudha Pillai (DIN: 02263950) and Mr. SatwinderSingh (DIN: 00164903) for the period of 5 years with effect from 20 September

2019.

Declaration from Independent Directors

Your Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under the Act and SEBI (LODR) Regulations.

In the opinion of the Board Independent Directors fulfill theconditions specified in the Act Rules made thereunder and SEBI (LODR) Regulations and areindependent of the management.

Key Managerial Personnel (“KMP")

In accordance with the provisions of Section 2(51) and 203 of the Actread with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014following continued to be the Key Managerial Personnel's of your Company:

(a) Mr. Jasbir Singh- Chairman & Chief Executive Officer

(b) Mr. Daljit Singh - Managing Director

(c) Mr. Sanjay Arora - Director Operations

(d) Mr. Udaiveer Singh - President - RAC Operations

(e) Mr. Sachin Gupta - Vice President - RAC Operations

(f) Mr. Sudhir Goyal - Chief Financial Officer

(g) Ms. Konica Yadav - Company Secretary and Compliance Officer

18. BOARD MEETINGS

During the financial year five meetings of the Board of Directors wereheld on: 24 May 20199 August 2019 7 November 2019 30 January 2020 and 19 March

2020. The intervening gap between these meetings was within the periodprescribed under the Act and SEBI (LODR) Regulations. The details of the meetings andattendance of the Directors are provided in the Corporate Governance Report.

The 29th Annual General Meeting of the Company was held on 23 August2019.

19. BOARD COMMITTEES

The Company has duly constituted Board level Committees namely AuditCommittee Nomination and Remuneration Committee Corporate Social

Responsibility Committee Stakeholders'Relationship Committee and RiskManagement Committee as mandated by the applicable laws and as per the businessrequirements.

The Board has an additional Committee of the Board named ExecutiveCommittee which is headed by Mr. Jasbir Singh Chairman and Chief Executive Officer ofthe Company which undertakes matters related to availing of credit facilities opening andclosing of Bank account providing loan or securities or guarantees on behalf of itssubsidiaries and other routine matters.

The details with respect to Board Committees are provided in the CorporateGovernance Report of the

Company which forms part of this report.

20. MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV of the Act Secretarial Standards-! ('SS-1') readwith the Guidance Note on SS-1 and SEBI (LODR) Regulations the meeting of the IndependentDirectors was held on 25 December 2019.

21. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

Pursuant provisions of Section 134 (3)(p) of the Act read with therules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations a formal annualevaluation of the performance of the Board its Committees the Chairman as well asperformance of the Directors individually has been performed. Evaluation was sought by wayof a structured individual questionnaire covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governancepreparation & contribution at Board meetings leadership etc and the evaluation wascarried out based on responses received from the Director.

As part of the evaluation process the Independent Directors in theirseparate meeting held on 25 December 2019 have reviewed the performance of non-independentdirectors Chairman and Board as a whole along with review of quality quantity andtimeliness of flow of information between Board and management and expressed theirsatisfaction over the same.

The performance evaluation of the respective Committees and that ofIndependent and Non- Independent Directors was done by the Board excluding the Directorbeing evaluated.

A separate exercise was carried out by the Nomination and RemunerationCommittee of the Board to self- evaluate the performance of Committee.

The details of programs for familiarization of the IndependentDirectors with the Company their roles rights responsibilities in the Company natureof the industry in which the Company operates business model of the Company number ofprograms and number of hours spent by each Independent Director in terms of therequirements of SEBI (LODR) Regulations are available on the Company's website and can beaccessed at the weblink: http://www. ambergroupindia.com/code-and-policies.

22. REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act read with Rulesmade thereunder and Regulation 19 of SEBI (LODR) Regulations the Nomination andRemuneration Committee (“NRC") of your Board has formulated aRemuneration Policy for the appointment and determination of remuneration of theDirectors Key Managerial Personnel Senior Management and other employees of yourCompany. The NRC has also developed the criteria for determining the qualificationspositive attributes and independence of Directors and for making payments to Executive andNon-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in theindustry while fixing appropriate remuneration packages and for administering thelong-term incentive plans such as ESOPs ESOSs etc.

Further the compensation package of the Directors Key ManagerialPersonnel Senior Management and other employees is designed based on the set ofprinciples enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors KeyManagerial Personnel Senior Management and other employees is as per the RemunerationPolicy of your Company.

The Remuneration details of the Directors Chief Financial Officer andCompany Secretary along with details of ratio of remuneration of each Director to themedian remuneration of employees of the Company for the financial year under review areprovided as “Annexure - D".

The Remuneration Policy of your Company can be viewed at the followinglink: http://www. ambergroupindia.com/nomination-remuneration- policy.

23. REMUNERATION OF DIRECTORS KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF

EMPLOYEES

23.1 PERSONNEL

As on 31 March 2020 total number of permanent employees on the recordsof your Company were 1095 as against 1003 in the previous financial year.

Your Directors placeson record theirappreciation for the significantcontribution made by all employees who through their competence dedication hard workco-operation and support have enabled the Company to cross new milestones on a continualbasis.

23.2 PARTICULARS OF EMPLOYEES

The information in respect of employees of the Company requiredpursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be provided upon request. In terms of Section 135 of the Act the reportand accounts are being sent to the Members and others entitled thereto excluding theaforesaid disclosure. If any member is interested in obtaining a copy thereof such membermay write to the Company Secretary in this regard.

24. AUDITORS

24.1 STATUTORY AUDITORS AND AUDITORS' REPORT

M/s Walker Chandiok & Co. LLP Chartered Accountants the statutoryauditors of the Company were initially appointed as the statutory auditors of the Companyfor the financial years 2012-13 and 2013-14 according to Section 224(1) of the CompaniesAct 1956. Thereafter the Company in compliance with the "Transitional Period"appointed the M/s Walker Chandiok & Co. LLP as per erstwhile Companies Act 1956 forthe financial year 2014 - 15 and opted for one year transition period of the financialyear 2014-15.

Pursuant to the provisions of Section 139 of the Act read with therules framed thereunder the Company further appointed M/s Walker Chandiok & Co. LLPfor one term of five consecutive financial years 2015-16 to 2019-20. M/s Walker Chandiok& Co. LLP has completed 8 consecutive years of out of 10 consecutive years ofappointment as the statutory auditors of the Company.</p>

The Company has received eligibility confirmation from M/s WalkerChandiok & Co. LLP for a remaining term of two years from the conclusion of this 30thAnnual General Meeting till the conclusion of the 32nd Annual General Meeting of theCompany to be held in calendar year 2022. The appointment of M/s Walker Chandiok & Co.LLP will be in accordance with the provisions of the Companies Act 2013.

The Board on the recommendation of the Audit Committee membersrecommends the appointment of M/s Walker Chandiok & Co LLR Chartered Accountantshaving Firm Registration No. 001076N/N500013 for remaining term of two years as thestatutory auditors of the Company from the conclusion of this 30th Annual General Meetingtill the conclusion of the 32nd Annual General Meeting of the Company to be held incalendar year 2022 subject to the approval of members at the 30th Annual General meetingof the Company. The Resolution seeking members' approval on this item is included in theNotice convening the 30th Annual General Meeting.

M/s Walker Chandiok & Co LLP Chartered Accountants have auditedthe financial statements of the Company for the financial year under review. Theobservations of Statutory Auditors in their Report read with relevant Notes to financialstatements are self-explanatory and therefore do not require further explanation. TheAuditors' Report is unmodified i.e. it does not contain any qualification reservation oradverse remarks.

Further there were no frauds reported by the Statutory Auditor to theAudit Committee or the Board under Section 143(12) of the Act.

24.2 SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. Amit Chaturvedi & Associates a practicing Company Secretary(Certificate of Practice Number: 14332) to conduct the Secretarial Audit of your Companyfor the financial year 2019 - 20.

The Company has annexed to this Board Report as “Annexure -E" a Secretarial Audit Report given by the Secretarial Auditor.

The Secretarial Audit report does not contain any qualificationreservation or adverse remark.

24.3 INTERNAL AUDITOR

During the financial year under review Company has appointed M/sDeepak Gulati & Associates Chartered Accountants as Internal Auditor of the Companyfor the financial year 2019 - 20. Findings and reports by Internal Auditor are reviewed bythe Audit Committee about compliance with internal controls the efficiency andeffectiveness of operations as well as key process risks. The Audit Committee periodicallyreviews internal audit plans significant audit findings and adequacy of internalcontrols.

24.4 COST AUDITOR

Pursuant to the provisions of Section 148(3) of the Act read with Rule14 of the Companies (Audit and Auditors) Rules 2014 (including any statutory amendment(s)or re-enactments thereof) and all other applicable rules regulations and guidelinesframed thereunder as may be applicable from time to time the Board of Directors had onthe recommendation of the Audit Committee appointed M/s. K.G. Goyal & Associates afirm of Cost Accountants (Firm Registration No.000024) having its office at 4A Pocket 2Mix Plousing Scheme New Kondli Mayur Vihar - III New Delhi - 110 096 as Cost Auditor ofthe Company for the financial year 2020 - 21.

The partners of the firm are holding a valid certificate of practiceunder sub-section (1) of Section 6 of Cost and Works Accountants Act 1959.

The Company has received the certificate from M/s. K.G. Goyal &Associates Cost Accountants certifying they are independent firm of Cost Accountants andhaving arm's length relationship with your Company.

Cost Audit Report for the financial year 2019 - 20 is required to befiled by the Company with the Ministry of Corporate Affairs and Company will do therelated compliance accordingly. Further the Remuneration of ' 40000/- excludingapplicable taxes and out of pocket expenses if any payable to the Cost Auditor needs tobe approved by the members at ensuing General Meeting of the Company. The Resolutionseeking members' ratification on this item is included in the Notice convening the 30thAnnual General Meeting.

24.5 INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established an internal control system commensuratewith the size scale and complexity of its operations. Your Company has a robust and wellembedded system of internal controls. This ensures that all assets are safeguarded andprotected against loss from unauthorised use or disposition and all financial transactionsare authorised recorded and reported correctly.

An extensive risk based Programme of internal audits and managementreviews provides assurance to the Board regarding the adequacy and efficacy of internalcontrols. The internal audit plan is also aligned to the business objectives of theCompany. Comprehensive policies guidelines and procedures are laid down for all businessprocesses. The internal control system has been designed to ensure that financial andother records are reliable for preparing financial and other statements and formaintaining accountability of assets. Significant features of the Company's internalcontrol system are:

• A well-established independent Internal Audit team operates inline with best-inclass governance practices. It reviews and reports to the Audit Committeeabout compliance with internal controls the efficiency and effectiveness of operations aswell as key process risks.

• The Audit Committee periodically reviews internal audit planssignificant audit findings and adequacy of internal controls.

• Systematic self-certification of adherence to key internalcontrols as part of control self-assurance by process owners monitors and reviewers.

• Adherence with a comprehensive information security policy andcontinuous upgrades of the Company's IT systems for strengthening automated controls.

• During the year the internal controls were tested and foundeffective as a part of the Management's control testing initiative.

The report on the Internal Financial Controls issued by M/s. WalkerChandiok & Co. LLR Chartered Accountant the Statutory Auditors of the Company isannexed to the Audit Report on the financial statements of the Company and does notcontain any reportable weakness of the Company.

Accordingly the Board with the concurrence of the Audit Committee andthe Auditors is of the opinion that the Company's Internal Financial Controls wereadequate and operating effectively for the financial year ended 31 March 2020.

25. RISK MANAGEMENT

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR)Regulations the top 500 listed entities determined on the basis of marketcapitalization as at the end of the immediate previous financial year shall constitute aRisk Management Committee. Accordingly the Board of Directors in their meeting held on 8February 2019 has constituted its Risk Management Committee to assist the Board infulfilling its responsibilities relating to evaluation and mitigating various risksexposures that potentially impact the Company.

The Risk Management Committee comprises Mr. Jasbir Singh Mr. DaljitSingh and Mr. Sanjay Arora. Mr. Jasbir Singh is the Chairman of this Risk ManagementCommittee.

The Risk Management Committee has adopted a formal Risk ManagementPolicy. The Risk Management Committee identifies evaluates and assesses the risksunderstands the exposure of risks and accordingly prepares and oversees execution ofappropriate risk mitigation plan. It has identified Risk Management Units within theCompany the risk profiles of which are constantly monitored and the severity of risk istracked based on a systematic risk rating methodology.

The Risk Management Committee and the Board have identified elements ofrisks which according to them are crucial to the Company. Details of these elements ofrisks have been covered in the Management Discussion and Analysis and Integrated Reportwhich form part of this Annual Report and in Note 53 of the standalone financialstatements.

The Risk Management Committee maintains comprehensive risk managementsystems to ensure that the effectiveness of the mitigation action plan gets assessedindependently. The effectiveness of system assessed and reviewed by the Risk ManagementCommittee on need basis and annually. The Company's Board of Directors has overall

responsibility for the establishment and oversight of the Company'srisk management framework. The Note 53 of the standalone financial statements explains thesources of risk which the entity is exposed to and how the entity manages the risk and therelated impact in the financial statements.

26. CORPORATE SOCIAL RESPONSIBILITY AND RELATED MATTERS

Your Company has constituted a Corporate Social Responsibility ("CSR")Committee which functions under direct supervision of Ms. Sudha Pillai IndependentDirector who is the Chairperson of the CSR Committee. Other members of the Committee areMr. Jasbir Singh Mr. Daljit Singh and Mr. Manoj Kumar Sehrawat.

Your Company has implemented the CSR policy duly formulated andrecommended by the CSR Committee to the Board. The CSR policy lays down CSRprojects/activities to be undertaken by your Company. The CSR projects/activitiesundertaken by your Company are based on the approved CSR policy which is available on theCompany's website through Web-link: http://www.ambergroupindia.

com/corporate-social-responsibility.

As per the Company's CSR policy it continues to focus its CSR effortson the following focus areas :

1. PROMOTING AND PREVENTING HEALTH CARE SANITATION AND MAKINGAVAILABLE SAFE DRINKING WATER : Eradicating hunger poverty and malnutritionpromoting preventive health care and sanitation and making available safe drinking water;

2. PROMOTING EDUCATION: Promoting education including specialeducation and employment enhancing vocation skills especially among children womenelderly and the differently abled and livelihood enhancement projects;

3. PROMOTING GENDER EQUALITY AND WOMEN EMPOWERMENT: Promotinggender 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 citizensand measures for reducing inequalities faced by socially and economically backward groups;

4. PROMOTING SPORTS: Construction of Sports Stadium Training topromote rural sports nationally recognised sports paralympic sports and Olympic sports;

5. CONTRIBUTION TO PRIME MINISTER' NATIONAL RELIEF FUND :Contribution to the Prime Minister's National Relief Fund or any other fund set up by theCentral Government for socio-economic development and relief and welfare of the ScheduledCastes the Scheduled Tribes other backward classes minorities and women;

6. PROMOTING RURAL DEVELOPMENT PROJECTS: Strengthening rural areasby improving accessibility housing drinking water Sanitation power and livelihoodsthereby creating sustainable villages.

Your Company has an ongoing vibrant CSR program of which some of thenotable ongoing investments in preventing and promoting health care woman empowermentprograms providing education and skill development for livelihood of youths of ourcountry which supports the underprivileged socially and economically disadvantagedcommunities. During the financial year 2019 - 20 the CSR Committee met twice on 24 May2019 and 30 January 2020. During the financial year 2019 - 20 on recommendation of CSRCommittee Members the Board approved the CSR Budget amounting of

Lakh Twenty Six Thousand Three Hundred Seventy Five Only) which amountsto 2% of the average net profits of previous three financial years and against the aboveapproved budget ' 17428736/- (Rupees One Crore Seventy Four Lakh Twenty EightThousand Three Hundred Seventy Six Only) was spent on CSR projects/activities in thefinancial year 2019 -20. Further a detail about the CSR policy is available at ourwebsite. The annual report on our CSR projects/ activities is annexed as "Annexure- F" forming part of this report.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section134(3)(c) of the Act which is to the best of their knowledge and belief and according tothe information and explanations obtained by them :

(a) in the preparation of the annual accounts for the financial year 31March 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the financial year 31 March2020;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis;

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperative effectively; and

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operativeeffectively.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013

The Company has in place an Anti - Sexual Harassment at workplace andhas adopted a Policy on prevention prohibition and redressal of the same in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder for prevention and redressal of complaintsof sexual harassment at workplace. All employees (permanent contractual temporary andtrainees) are covered under this Policy.

The Company has set up Internal Complaints Committee to redresscomplaints received regarding sexual harassment. During the financial year under reviewno case was filed under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provision of Section 177(9) of the Act read with Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI(LODR) Regulations the Company has formulated Whistle Blower Policy & establishedVigil Mechanism for the Directors and Employees of the

Company to report serious and genuine unethical behavior actual orsuspected fraud and violation of the Company's code of conduct or ethics policy. Italso provides adequate safeguards against victimization of persons who use such mechanismand makes provision for direct access to the Chairman of the Audit Committee.

The main objective of this policy is to provide a platform to Directorsand Employees to raise concerns regarding any irregularity misconduct or unethicalmatters / dealings within the Company which have a negative bearing on the organizationeither financially or otherwise.

During the financial year 2019 - 20 no personnel of the Company havebeen denied access to the Audit Committee for reporting concerns if any.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved bythe Board is available on the Company's website and can be accessed at the Web-link:http://www.ambergroupindia.com/ whistle-blower-policy/

The Company has also adopted a Code of Conduct for Directors and SeniorManagerial Personnel which is available on the website of the Company under the weblink:http://www.ambergroupindia.com/code- conduct-directors-senior-management-personnel.

This policy provides an additional channel to the normal managementhierarchy for employees to raise concerns about any breach of the Company's Values orinstances of violations of the Company's Code of Conduct. Therefore it's in line with theCompany's commitment to open communication and to highlight any such matters which may notbe getting addressed in a proper manner. During the financial year under review nocomplaint under the Whistle Blower Policy was received.

30. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 ("PIT Regulations') onPrevention of Insider Trading your Company has a comprehensive Code of Conduct forregulating monitoring and reporting of trading by Insiders.

The said code lays down guidelines which advise Insiders on theprocedures to be followed and disclosures to be made in dealing with the shares of theCompany and cautions them on consequences of non-compliances.

Your Company also has a code of practices and procedures of fairdisclosures of unpublished price sensitive information. Both the aforesaid codes are inline with the PIT Regulations.

31. DISCLOSURE WITH RESPECT TO UNCLAIMED SUSPENSE ACCOUNT:

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

Number of Shareholders and outstanding shares in the suspense account in the beginning of the year 1 April 2019 Number of shareholders who approached listed entity for transfer of shares from suspense account during the year Number of shareholders to whom shares were transferred from suspense account during the year Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year 31 March 2020 The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
None None None None None

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part ofthis report and gives details of the overall industry structure economic developmentsfinancial and operational performance and state of affairs of your Company's business andother material developments during the financial year under review.

33. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (LODR) Regulations the BusinessResponsibility Report ("BRR") has been prepared and forms part of theAnnual Report as “Annexure - G". The Report provides a detailed overviewof initiatives taken by your Company from environmental social and governanceperspectives.

34. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards ofCorporate Governance and adhere to the Corporate Governance requirements set out bySecurities and Exchange Board of India. The report on Corporate Governance as stipulatedunder Schedule V(c) of the SEBI (LODR) Regulations forms an integral part of this Reportand the same is attached with this report as “Annexure - H".

The certificate on compliance with Corporate Governance norms is alsoattached thereto. The certificate from M/s. Amit Chaturvedi & Associates a firm ofCompany Secretaries confirming the compliance of conditions of Corporate Governance asstipulated under Schedule V(E) of the SEBI (LODR) Regulations is annexed as "Annexure-1".

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

There are no material changes and commitments affecting the financialposition of the Company that have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report i.e. between 1April 2020 to 30 May 2020 except those included in this report.

36. LISTING

The equity shares of the Company are listed on the trading terminals ofthe National Stock Exchange of India Limited and BSE Limited.

Both these Stock Exchanges have nation-wide terminals. The Company haspaid the listing fee to both the Stock Exchanges.

37. GREEN INITIATIVE

Electronic copies of Annual Report 2019-20 and the Notice of 30thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company/ depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.

38. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

As of 31 March 2020 Your Company employed 1095 fulltime employees.Your Company believes that its employees are its core strength and accordingly developmentof people and providing a 'best-in- class' work environment is a key priority for theOrganization to drive business objectives and goals.

Robust HR policies are in place which enables building a strongerperformance culture and at the same time developing current and future leader.

38.1 CREATING A NEW PERFORMANCE CULTURE

Performance for the Company is the sum total of value creation withinthe Organization. The leadership focus is such that performance is measured on acontinuous basis and performance culture is driven to make every month a successful month.The significant overall improvement in the performance of the Company during the last twoyears is a testimony to the leadership and management focus on this performance drivenculture which has resulted in highly engaged and motivated teams.

38.2 TAKING EMPLOYEE ENGAGEMENT TO NEXT LEVEL

Your Company has a rich legacy of nurturing and promoting talent fromwithin the Organization thereby creating a healthy and vibrant work culture across theCompany. "Leadership through Innovation" is one such engagement forum whichengages employees at a national level competition across all locations to showcase theirinnovative ideas and skills. This platform challenges employees to question status-quo atthe work place and to take a leap of faith towards our journey of innovation. Severalcultural and social programmes are organized within the Company to recognize and promotetalent which goes a long way in fostering camaraderie among employees and promotes a senseof belonging in the Organization.

The human resources development function of the Company is guided by astrong set of values and policies. Your Company strives to provide the best workenvironment with ample opportunities to grow and explore. Your Company maintains a workenvironment that is free from physical verbal and sexual harassment.

The management believes that the competent and committed humanresources are vitally important to attain success in the organization. In line with thisphilosophy utmost care is being exercised to attract quality resources and suitabletraining is imparted on various skill- sets and behavior. Annual sports and games wereconducted across the organization to enhance the competitive spirit and encourage bondingteamwork among the employees.

The Company maintained healthy cordial and harmonious industrialrelations at all levels during the year under review.

38.3 INDUSTRIAL RELATIONS

The Company enjoyed harmonious industrial relations during thefinancial year. The robust employee relation practices a collaborative approach toworking and vibrant work culture has created a win-win situation for both employees andthe Organization. This caring spirit has gone a long way in maintaining a harmoniousenvironment across all Units.

39. INVESTOR RELATIONS

Your Company continuously strives for excellence in its InvestorRelations ("IR") engagement with International and domestic investorsthrough structured conference-calls and periodic investor/ analyst interactions likeindividual meetings participation in investor conferences quarterly earnings calls andannual analyst meet with the Chairman & Chief Executive Officer Managing DirectorExecutive Director and Business Heads. Your Company interacted with various Indian andoverseas investors and analysts (excluding quarterly earnings calls and specific eventrelated calls) after listing. Your Company always believes in leading from the front withemerging best practices in IR and building a relationship of mutual understanding withinvestor/analysts.

Your Company ensures that critical information about the Company isavailable to all the investors by uploading all such information at the Company's website.

40. EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Act read with rule 12(1)of the Companies (Management and Administration) Rules 2014 an extract of annual returnin MGT 9 is given in the "Annexure - J" and forms part of thisReport.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is fully compliant with the applicable SecretarialStandards (“SS") viz. SS-1 & SS-2 on meetings of the Board ofDirectors and General meetings respectively.

42. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS/OUTGO

The information required under Section 134 (3) (m) of the Act read withRule 8(3) of Companies (Accounts) Rules 2014 is appended hereto as “Annexure -K" and forms part of this Report.

43. STATUTORY DISCLOSURE

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/events on these items duringthe financial year under review :

1. Deposits from the public falling within the ambit of Section 73 ofthe Act read with Companies (Acceptance of Deposits) Rules 2014.

2. Issue of equity shares with differential rights as to dividendvoting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme save or ESOS.

4. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

5. Voting rights which are not directly exercised by the Employees inrespect of shares for the subscription/ purchase of which loan was given by the Company(as there is no scheme pursuant to which such persons can beneficially hold shares asenvisaged under Section 67(3) (c) of the Act).

6. Buy Back of Shares.

44. AWARDS AND ACCOLADES

During the financial year under review your Company received thefollowing awards and accolades:

1) Received Business Excellence Award from Panasonic India PrivateLimited for financial year 2019-2020 at Business Partner meet held in October 2019 -Jhajjar Unit 1

2) Received "Best of Best performance Award Year 2019” fromLG Electronics on 29 November 2019

3) Received "Commendable Performance for Harvester Business Awardfinancial year 2019- 20" from John Deere

4) Received "BEST KAIZEN in Productivity MSME Award 2019"from Cll at 12th Cll National Competitiveness and Cluster Summit 2019.

45. CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may containcertain statements describing the Company's objectives expectations or forecasts thatappear to be forward-looking within the meaning of applicable securities laws andregulations while actual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-lookingstatements. Some important factors that could influence the Company's operations compriseeconomic developments pricing and demand and supply conditions in global and domesticmarkets changes in government regulations tax laws litigation and industrial relations.

46. ACKNOWLEDGEMENT

Your Company's organizational culture upholds professionalismintegrity and continuous improvement across all functions as well as efficientutilization of the Company's resources for sustainable and profitable growth.

The Directors place on record their sincere appreciation for theassistance guidance and co-operation provided by various government authorities thebanks/financial institutions business associates stock exchanges and other stakeholderssuch as members customers suppliers and others. The employees of the Company areinstrumental in the Company scaling new heights year after year and their commitment andcontribution is deeply acknowledged. Shareholders' involvements are greatly valued. TheDirectors look forward to your continuing support.

For and on behalf of Board of Directors Amber Enterprises IndiaLimited

(Jasbir Singh) (Daljit Singh)

Director

Managing Director

DIN:- 00259632 DIN:- 02023964
Place: Gurugram 248 -1 Vasant Vihar G - 45 Sliver Oak Avenue DLF City Phase - 1
Date : 30 May 2020 Dehradun - 248006 Uttarakhand Gurgaon - 122002 Haryana

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