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Amber Enterprises India Ltd.

BSE: 540902 Sector: Engineering
NSE: AMBER ISIN Code: INE371P01015
BSE 13:01 | 28 Sep 3117.80 27.40






NSE 12:54 | 28 Sep 3124.95 34.25






OPEN 3103.95
52-Week high 3667.50
52-Week low 1790.90
P/E 136.09
Mkt Cap.(Rs cr) 10,504
Buy Price 3114.45
Buy Qty 2.00
Sell Price 3118.65
Sell Qty 2.00
OPEN 3103.95
CLOSE 3090.40
52-Week high 3667.50
52-Week low 1790.90
P/E 136.09
Mkt Cap.(Rs cr) 10,504
Buy Price 3114.45
Buy Qty 2.00
Sell Price 3118.65
Sell Qty 2.00

Amber Enterprises India Ltd. (AMBER) - Director Report

Company director report

2020 - 21

Dear Members

Your Directors are pleased to present the 31st ANNUAL REPORT on the Business andOperations of the Company along with the audited financial statements (standalone andconsolidated) for the financial year ended 31 March 2021.


The standalone and consolidated financial highlights of your Company are as follows:

(Amt in Lakh)




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 229590.56 300273.51 303052.01 396279.33
Other Income 2992.20 586.63 3309.99 815.81
Total Income from operations 232582.76 300860.14 306362.00 397095.14
Total Expenses 224831.24 287969.25 294348.76 378020.81
Profit Before Tax (PBT) 7751.52 12890.89 12013.24 19074.33
Tax Expense
Current Tax 1714.48 2881.48 3164.57 4326.06
Deferred Tax 881.35 (1784.59) 520.75 (1666.22)
Profit After Tax (PAT) 5155.69 11794.00 8327.92 16414.49
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

• Total consolidated revenue from operations in financial year 2020-21 was Rs303052.01 Lakh as compared to Rs 396279.33 Lakh in financial year 2019- 20.

• Consolidated Profit before tax for financial year 2020- 21 was Rs 12013.24 Lakhas compared to Rs 19074.33 Lakh in financial year 2019-20.

• Consolidated Profit after tax for financial year 2020-21 was Rs 8327.92 Lakh ascompared to Rs 16414.49 Lakh in financial year 2019-20.

• Standalone revenue from operations in financial year 2020-21 was Rs 229590.56Lakh as compared to Rs 300273.51 Lakh in financial year 2019-20.

• Standalone Profit before tax for financial year 2020-21 was ' 7751.52 Lakh ascompared to Rs 12890.89 Lakh in financial year 2019-20.

• Profit after tax for financial year 2020-21 was Rs 5155.69 Lakh as compared toRs 11794.00 Lakh in financial year 2019-20.

• On consolidated and standalone basis the capital expenditure on tangible assetswas made of Rs 12696.04 Lakh and Rs 9216.22 Lakh respectively and;

• No material changes or commitments have occurred between the end of thefinancial year and the date of this Report which affect the financial statements of theCompany in respect of the reporting year.


The consolidated financial statements of your Company for the financial year 2020 - 21are prepared in compliance with the applicable provisions of the Companies Act 2013("the Act") Indian Accounting Standards ("Ind AS") and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended ["SEBI (LODR) Regulations"] which shall be placed before themembers in their forthcoming Annual General Meeting ("AGM"). To comply withSection 129 (3) of the Act a statement containing the salient features of the financialstatements of subsidiary/ associate/ joint venture companies is provided as Annexure inForm AOC - 1 to the consolidated financial statements of the Company and therefore notrepeated hereby to avoid duplication.


Two Green field facilities one in Supa region and other one in South India have beenplanned for expanding Room Air Conditioners & Components capacities alongwithgeographical reach.


Your Company has not accepted any deposits during the financial year under reviewfalling within the ambit of Section 73 of the Act and the Companies (Acceptance ofDeposits) Rules 2014.


The provisions of the Act do not mandate any transfer of profits to any reserve. YourCompany has neither transferred nor proposes to transfer any amount to any reserves.


During the financial year 2020 - 21 under review there was no change in the nature ofbusiness of the Company or any of its subsidiaries or associates.


The Board of Directors didn't recommend any Dividend for the financial year 2020 -2021 due to impact of COVID -19 pandemic on the financial position of the Company.

Further the Company has planned expansion in two Green field facilities one in Suparegion and other one in South India for expanding Room Air Conditioners & Componentscapacities.

The Board of Directors of the Company in their meeting held on 8 February 2019 approvedand adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI(LODR) Regulations and the same is uploaded on the website of the Company at the followinglink: dividend-distribution-policy/ and is also providedas "Annexure - A".


Sidwal Refrigeration Industries Private Limited ("Sidwal")

In the financial year 2020 - 21 your Company acquired balance 20% stake of equityshare capital of Sidwal Refrigeration Industries Private Limited ("Sidwal") on18 September 2020 Hence Sidwal became Wholly Owned Subsidiary of your Company.


During the financial year CRISIL has revised its outlook on the long-term bankfacilities of your Company (Amber Enterprises India Limited ("Amber"); part ofthe Amber group) from 'Stable' to 'Positive' while reaffirming rating at 'CRISIL A+'. Theshort term rating has been reaffirmed at CRISIL A1'. The details of rating action arementioned below :

Rating Action

Total bank loan facilities rated Rs 935 Crore (enhanced from Rs 650 Crore)
Long-term rating CRISIL A+/Positive (Outlook revised from 'Stable' and rating reaffirmed)
Short-term rating CRISIL A1 (Rating reaffirmed)

1 Crore = 10 Million SHARE CAPITAL

The Authorised Share Capital of the Company is Rs 450000000/- (Rupees Forty FiveCrore only) divided into 45000000 (Four Crore Fifty Lakh) equity shares of Rs 10/-(Rupees Ten) each.

During the financial year under review there was no change in the Authorised ShareCapital of the Company. During financial year 2020 - 21 under review the Company hasissued and allotted 2247191 equity shares at a price of Rs 1780 per equity shares(including a premium of Rs 1770 per equity share) constituting a discount of 1.04% i.e.Rs 18.72 per equity shares which is not more than 5% to the floor price of Rs 1798.72 perequity shares in the qualified institutions placement (the "QIP") under ChapterVI of the Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2018 as amended and Section 42 and Section 62 along withother applicable provisions of the Act read with Rule 14 of the Companies (Prospectus andAllotment of Securities) Rules 2014.

The issued and paid-up share capital of the Company as on 31 March 2021 was Rs336937310 divided into 33693731 equity shares of Rs 10 each.

The Company has only one class of equity shares with face value of Rs 10 each rankingpari passu.


On Standalone basis cash and cash equivalent as at 31 March 2021 was Rs 47643 Lakh(previous year Rs 9171 Lakh). The Company's working capital management is robust andinvolves a well-organised process which facilitates continuous monitoring and control overreceivables 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.

Note : Cash and cash equivalents mentioned above includes other bank balances bankdeposits with more than 12 months maturity and investment in bonds.


The Company had introduced an employee stock option plan namely "Amber EnterprisesIndia Limited - Employee Stock Option Plan 2017" ("ESOP 2017"/"Plan") to attract retain incentivise and motivate the Company's and itsSubsidiaries' eligible employees vide its members' special resolution dated 26 September2017 prior to its initial public offer ("IPO") of shares.

In the meantime IPO was made with listing of shares done on 30 January 2018 on therecognised stock exchanges. The Company has not granted any employee stock options("Option") under the Pre-IPO Plan so far. In terms of Regulation 12(1) of theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014("SEBI SBEB Regulations") any fresh grant of Options can be made under ESOP2017 in case such ESOP 2017 is in compliance with the SEBI SBEB Regulations and isratified by the members

of the Company by way of special resolution post listing.

The ESOP 2017 as originally introduced was already in conformity with the SEBI SBEBRegulations; however it was aligned by reflecting few cosmetic changes as per prevailingregulations.

Further a total of 518300 (Five Lakh Eighteen Thousand Three Hundred) Options/ shareswere originally reserved under ESOP 2017 out of which no Option has been granted so far.It is appreciated that the Company would need more quantum of Options in view of itsever-increasing human resources particularly with a view to attract retain and motivateits critical resources and growth drivers existing and joining in future forcontribution towards sustained corporate growth and profitability and reward them in linewith value created and wherever required with appropriate performance vesting conditions.

In this background ESOP 2017 has been amended by increasing the Options reserve by anadditional quantum of 492500 (Four Lakh Ninety Two Thousand Five Hundred) Options. Thesource of corresponding number of additional shares shall be from fresh issue of shares.With this the total Options reserve under ESOP 2017 shall be 1010800 (Ten Lakh TenThousand Eight Hundred) Options. This amendment is not detrimental to any employee andbenefit of such amendment shall be for such employees who shall be eligible for grantunder the ESOP 2017.

The Nomination and Remuneration Committee ("Committee") and the Board ofDirectors of your Company had approved the aforesaid proposals of ratification andamendment vide their respective resolutions dated 7 November 2020.

Consent of the members has been sought by way of a special resolution pursuant to theSEBI SBEB Regulations via postal ballot after which the Company would be able to grantOptions under ESOP 2017 to the Company's and its Subsidiaries' eligible employees. Thebrief details of the Employees Stock Option Scheme are detailed as below:

Total Options granted till 31 March 2021 Nil
Total Options granted till the date of report 220000 (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 option; N.A.
Options lapsed None
The exercise price; Rs 2400
Variation of terms of options; Nil
Money realised by exercise of options; N.A.
Total number of options in force; 1010800 (Ten Lakh Ten Thousand Eight Hundred) Options.
Employee wise details of options granted to : Key Managerial Personnel : 1. Mr. Udaiveer Singh 70000 Options
2. Mr. Sanjay Arora 50000 Options
3. Mr. Sachin Gupta 50000 Options
4. Mr. Sudhir Goyal 50000 Options
ii) Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year. Nil
(iii) Identified employee who was granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant. Nil

After the closure of financial year 2020 - 21 the Nomination and RemunerationCommittee in its meeting held on 19 April 2021 has granted 220000 options to certainidentified eligible employees of the Company and its subsidiaries.

Your Company has received a certificate from M/s Walker Chandiok & Co. LLPStatutory Auditors that the ESOP 2017 for grant of stock options has been implemented inaccordance with the SEBI Regulations and the resolution passed by the members in theirgeneral meeting and via postal ballot. The certificate would be placed/available at theensuing Annual General Meeting for inspection by the members.


To comply with the provisions of Section 188 of the Act and Rules made thereunder readwith Regulation 23 of SEBI (LODR) Regulations your Company took necessary prior approvalof the Audit Committee before entering into Related Party Transactions. The AuditCommittee 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 financial year 2020 - 21 were in the ordinary courseof business and on arm's length basis. During the year under review your Company had notentered into any contract/ arrangement/ transaction with related parties which could beconsidered material in accordance with the Policy of the Company for Related PartyTransactions.

None of the transactions with any of the related parties were in conflict with theinterest of the Company rather these were synchronised and synergised with the Company'soperations.

Attention of Members is drawn to the disclosure of transactions with the relatedparties set out in Note no. 46 of the standalone financial statements forming part of theAnnual Report. Your Company has framed a Policy on Related Party Transactions inaccordance with SEBI (LODR) Regulations and as per the amended provisions of the Act. ThePolicy intends to ensure that proper reporting approval and disclosure processes are inplace for all transactions between the Company and related parties.

The policy is uploaded on the website of the Company at the Web-link: policy-materiality-dealing-related-party-transactions. Inaccordance with Section 134(h) of the Act read with Rule 8(2) of Companies (Accounts)Rules 2014 the particulars of contracts or arrangements entered into by the Company withthe related parties referred to in Section 188(1) of the Act have been provided in FormAOC-2 and attached the same as "Annexure - B".


Details of loans guarantees securities and investments covered under the provisionsof Section 186 of the Act are given in the notes to the standalone financial statements.


Your Company has following wholly owned subsidiaries and subsidiaries :


1. PICL (India) Private Limited;

2. Appserve Appliance Private Limited

3. Sidwal Refrigeration Industries Private Limited


1. IL JIN Electronics (India) Private Limited;

2. EVER Electronics Private Limited.

The Company shall make available the financial statements of the subsidiary companiesto any member of the Company who may be interested in obtaining the same. Further thefinancial statements of the subsidiaries are also available on the website of the Companyviz. 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 a Private LimitedCompany on 13 September 1994 under the provisions of Companies Act 1956 having itsRegistered Office in New Delhi with the business of manufacturing various kinds offractional horse power motors for WACs SACs commercial air conditioner and otherapplications. During financial year 2020 - 21 PICL has reported total income of Rs13129.12 Lakh and a net loss of ' (693.18) Lakh.

Appserve Appliance Private Limited ("Appserve")

Appserve a wholly owned subsidiary of your Company was incorporated as a PrivateLimited Company on 4 December 2017 under the provision of the Act having its RegisteredOffice in Rajpura Punjab with the object of carrying out the business of manufacturerepair maintenance installation assembly and routine servicing activities of all kindsof white goods i.e. RACs washing machines refrigerators consumer durables and othersimilar equipment and components and to establish repair shops for the same along withother related activities.

During financial year 2020 - 21 Appserve has reported Rs 0.43 Lakh income and booked anet loss of ' (5.79) Lakh.

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

IL JIN a subsidiary of your Company was incorporated as a Private Limited Company on11 September 2001 under the provisions of Companies Act 1956 having its Registered Officein New Delhi. Your Company holds 70% stake in the equity share capital of IL JIN.

IL JIN is engaged in the business of manufacturing assembling dealing importing andexporting of electronic assembled printed circuit boards for Air conditioners and otherconsumer durables electronics and automobiles.

During financial year 2020 - 21 IL JIN has reported total income of Rs 30820.47 Lakhand Net profit of Rs 657.89 Lakh.

Ever Electronics Private Limited ("EVER")

EVER a subsidiary of your Company was incorporated as a Private Limited Company on 2August 2004 under the provisions of Companies Act 1956 having its Registered Office inPune Maharashtra and is engaged in the business of assembly of electronics printedcircuit boards for Air conditioners & other consumer durables electronics andautomobiles. Your Company acquired additional 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 2020 - 21 EVER has reported total income of Rs 15440.55 Lakhand Net profit of Rs 89.74 Lakh.

Sidwal Refrigeration Industries Private Limited ("Sidwal")

Sidwal a wholly owned subsidiary of your Company was incorporated as a Private LimitedCompany 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 ofHeating Ventilation and Air Conditioning equipment for railways metros defence bustelecom commercial refrigeration and related components for private and governmentcustomers. Your Company acquired balance 20% stake of equity share capital of Sidwal on 18September 2020 Hence Sidwal became Wholly Owned Subsidiary of your Company.

During financial year 2020 - 21 Sidwal has reported total income of Rs 20357.21 Lakhand Net profit of Rs 3564.18 Lakh.

A statement containing highlights of performance of each subsidiary company salientfeatures of their financial statements for the financial year ended 31 March 2021 andtheir contribution to the overall performance of the Company is provided in Form AOC - 1as "Annexure - C" and forms part of this Annual Report and the consolidatedfinancial statements of the Company for the reference of the members. The same is notbeing repeated here for the sake of brevity. There are no companies which have ceased tobe its subsidiaries joint ventures or associates companies during the financial year.


To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations the Boardof Directors of the Company have approved and adopted a Policy for determining materialsubsidiary and as on 31 March 2021 IL JIN and Sidwal are the material subsidiaries of theCompany in terms of the said policy. The policy on material subsidiary has been uploadedon the website of the Company at the Web-link: http: // governance-subsidiary.

16. directors and key managerial personnel

The Independent Directors hold office for a fixed period of five years from the date oftheir re-appointment and are not liable to retire by rotation. Out of the remaining 2Executive/ Non-Independent Directors in accordance with Section 152 of the Act and theArticles of Association of the Company Mr. Daljit Singh being longest in office retire byrotation and being eligible offer his candidature for re-appointment as Director.

As per the provisions of Section 149 of the Act the members of the Company at AGM heldon 23 August 0219 re-appointed Dr. Girish Kumar Ahuja (DIN 00446339) Ms. Sudha Pillai(DIN: 02263950) and Mr. Satwinder Singh (DIN: 00164903) for the period of 5 years witheffect from 20 September 2019.

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under the Actand SEBI (LODR) Regulations.

In the opinion of the Board Independent Directors fulfill the conditions specified inthe Act Rules made thereunder and SEBI (LODR) Regulations and are independent of themanagement.

Key Managerial Personnel ("KMP")

In accordance with the provisions of Section 2(51) and 203 of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 followingcontinued 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 - Chief Executive Officer (Electronics Division)

(d) Mr. Udaiveer Singh - Chief Executive Officer (Mobility Application Division)

(e) Mr. Sachin Gupta - Chief Executive Officer (RAC and CAC Division)

(f) Mr. Sudhir Goyal - Chief Financial Officer

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


During the financial year four meetings of the Board of Directors were held on: 30 May2020 7 August 2020 7 November 2020 and 30 January 2021. The intervening gap betweenthese meetings was within the period prescribed under the Act and SEBI (LODR) Regulations.The details of the meetings and attendance of the Directors are provided in the CorporateGovernance Report.

The 30th Annual General Meeting of the Company was held on 4 September 2020.


The Company has duly constituted Board level Committees namely Audit and RiskManagement Committee Nomination and Remuneration Committee Corporate SocialResponsibility Committee and Stakeholders' Relationship Committee as mandated by theapplicable laws and as per the business requirements.

The Board has an additional Committee of the Board named Executive Committee which isheaded by Mr. Jasbir Singh Chairman and Chief Executive Officer of the Company whichundertakes matters related to availing of credit facilities opening and closing of Bankaccount providing loan or securities or guarantees on behalf of its subsidiaries andother routine matters those are related to day to day operations of the Company.

The details with respect to Board Committees are provided in the Corporate GovernanceReport of the

Company which forms part of this report.


As per Schedule IV of the Act Secretarial Standards-! ('SS-1') read with the GuidanceNote on SS-! and SEBI (LODR) Regulations the meeting of the Independent Directors washeld on 18 December 2020.


Pursuant provisions of Section 134 (3)(p) of the Act read with the rules madethereunder and Regulation 17(10) of SEBI (LODR) Regulations a formal annual evaluationof the performance of the Board its Committees the Chairman as well as performance ofthe Directors individually has been performed. Evaluation was sought by way of astructured individual questionnaire covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance preparation& contribution at Board meetings leadership etc. and the evaluation was carried outbased on responses received from the Director.

As part of the evaluation process the Independent Directors in their separate meetingheld on 18 December 2020 have reviewed the performance of non-independent directorsChairman and Board as a whole along with review of quality quantity and timeliness offlow of information between Board and management and expressed their satisfaction over thesame.

The performance evaluation of the respective Committees and that of Independent andNonIndependent Directors was done by the Board excluding the Director being evaluated.Further the Committees were evaluated in terms of receipt of appropriate material foragenda topics in advance with right information and insights to enable them to performtheir duties effectively review of committee charter updation to the Board on keydevelopments major recommendations & action plans stakeholder engagement devotingsufficient time & attention on its key focus areas with open impartial &meaningful participation and adequate deliberations before approving importanttransactions & decisions.

The actions emerging from the Board evaluation process were collated and presentedbefore the Nomination and Remuneration Committee as well as the Board.Suggestions/feedback concerning strategic governance and operational matters are actionedupon by the team.

The details of programs for familiarisation of the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company number of programs and numberof hours spent by each Independent Director in terms of the requirements of SEBI (LODR)Regulations are available on the Company's website and can be accessed at the weblink:http://www.ambergroupindia. com/code-and-policies.

21. remuneration policy

Pursuant to the provisions of Section 178 of the Act read with Rules made thereunderand Regulation 19 of SEBI (LODR) Regulations the Nomination and Remuneration Committee("NRC") of your Board has formulated a Remuneration Policy for the appointmentand determination of remuneration of the Directors Key Managerial Personnel SeniorManagement and other employees of your Company. The NRC has also developed the criteriafor determining the qualifications positive attributes and independence of Directors andfor making payments to Executive and Non-Executive Directors of the Company.

The NRC takes into consideration the best remuneration practices in the industry whilefixing appropriate remuneration packages and for administering the long-term incentiveplans such as ESOPs ESOSs etc. Further the compensation package of the Directors KeyManagerial Personnel Senior Management and other employees is designed based on the setof principles enumerated in the said policy.

Your Directors affirm that the remuneration paid to the Directors Key ManagerialPersonnel Senior Management and other employees is as per the Remuneration Policy of yourCompany.

The Remuneration details of the Directors Chief Financial Officer and CompanySecretary along with details of ratio of remuneration of each Director to the medianremuneration of employees of the Company for the financial year under review are providedas "Annexure - D".

The Remuneration Policy of your Company can be viewed at the following link:http://www. policy.


22.1 Personnel

As on 31 March 2021 total number of permanent employees on the records of your Companywere 1397 as against 1095 in the previous financial year.

Your Directors places on record their appreciation for the significant contributionmade by all employees who through their competence dedication hard work co-operationand support have enabled the Company to cross new milestones on a continual basis.


The information in respect of employees of the Company required pursuant to Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will beprovided upon request. In terms of Section 136 of the Act the report and financialstatements 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.



M/s Walker Chandiok & Co. LLP were initially appointed as the statutory auditors ofthe Company for financial year 2012-13 and financial year 2013-14 according to Section224(1) of the Companies Act 1956.

Thereafter the Company in compliance with the "Transitional Period"appointed the M/s Walker Chandiok & Co. LLP as per erstwhile Companies Act 1956 forfinancial year 2014-15 and opted for one-year transition period of financial year 201415.

The Company further appointed M/s Walker Chandiok & Co. LLP for one term of fiveconsecutive financial years 2015-16 to 2019-20. M/s Walker Chandiok & Co. LLP havecompleted only 8 years of continuous appointment as the statutory auditors of the Company.

Thereafter the Company appoint M/s Walker Chandiok & Co. LLP for a second term oftwo years for financial year 2020-21 and financial year 2021-22 from the conclusion of the30th Annual General Meeting till the conclusion of the 32nd Annual General Meeting of theCompany to be held in calendar year 2022.

Pursuant to the notification issued by the Ministry of Corporate Affairs on 7 May 2018amending Section 139 of the Act and the Rules framed thereunder the requirement to placethe matter relating to the appointment of Auditors for ratification by members at everyAGM has been done away with vide notification dated 7 May 2018 issued by the Ministry ofCorporate Affairs. Accordingly no resolution is proposed for ratification of appointmentof Auditors who were appointed for a term of two years from the conclusion of the 30thAGM held on 4 September 2020.

They have audited the financial statements of the Company for the financial year underreview. The observations of statutory auditor in their Report read with relevant Notes tofinancial statements are self-explanatory and therefore do not require furtherexplanation.

The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remarks.

Further there were no frauds reported by the statutory auditor to the Audit Committeeor the Board under Section 143(12) of the Act.


Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Amit Chaturvedi & Associates a practicing Company Secretary(Certificate of Practice Number: 14332) to conduct the Secretarial Audit of your Companyfor financial year 2020 - 21.

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

The Secretarial Audit report does not contain any qualification reservation or adverseremark.


During the financial year under review Company has appointed M/s Deepak Gulati &Associates Chartered Accountants as Internal Auditor of the Company for financial year2020 - 21.

Findings and reports by Internal Auditor are reviewed by the Audit Committee aboutcompliance with internal controls the efficiency and effectiveness of operations as wellas key process risks. The Audit Committee periodically reviews internal audit planssignificant audit findings and adequacy of internal controls.


Pursuant to the provisions of Section 148(3) of the Act read with Rule 14 of theCompanies (Audit and Auditors) Rules 2014 (including any statutory amendment(s) orre-enactments thereof) and all other applicable rules regulations and guidelines framedthereunder as may be applicable from time to time the Board of Directors had on therecommendation of the Audit Committee appointed M/s. K.G. Goyal & Associates a firmof Cost Accountants (Firm Registration No.000024) having its office at 4A Pocket 2 MixHousing Scheme New Kondli Mayur Vihar - III New Delhi - 110 096 as Cost Auditor of theCompany for financial year 2021 - 22.

The partners of the firm are holding a valid certificate of practice under 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 CostAccountants certifying they are independent firm of Cost Accountants and having arm'slength relationship with your Company.

Cost Audit Report for the financial year 2020 - 21 is required to be filed by theCompany with the Ministry of Corporate Affairs and Company will do the related complianceaccordingly.

Further the remuneration of Rs 45000/- excluding applicable taxes and out of pocketexpenses if any payable to the Cost Auditor needs to be approved by the members atensuing General Meeting of the Company. The Resolution seeking members' ratification onthis item is included in the Notice convening the 31st Annual General Meeting.


The Company has established an internal control system commensurate with the sizescale and complexity of its operations. Your Company has a robust and well embedded systemof internal controls. This ensures that all assets are safeguarded and protected againstloss from unauthorised use or disposition and all financial transactions are authorisedrecorded and reported correctly.

An extensive risk based Programme of internal audits and management reviews providesassurance to the Board regarding the adequacy and efficacy of internal controls. Theinternal audit plan is also aligned to the business objectives of the Company.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 internal control system are:

• A well-established independent Internal Audit team operates in line withbest-in-class governance practices. It reviews and reports to the Audit Committee aboutcompliance with internal controls the efficiency and effectiveness of operations as wellas key process risks.

• The Audit Committee periodically reviews internal audit plans significant auditfindings and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls as part ofcontrol selfassurance by process owners monitors and reviewers.

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

• During the financial 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. Walker Chandiok & Co.LLP Chartered Accountant the Statutory Auditors of the Company is annexed to the AuditReport on the financial statements of the Company and does not contain any reportableweakness of the Company.

Accordingly the Board with the concurrence of the Audit and Risk Management Committeeand the Auditors is of the opinion that the Company's Internal Financial Controls wereadequate and operating effectively for the financial year ended 31 March 2021.


Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations as amendedthe top 1000 listed entities determined on the basis of market capitalisation as at theend of the immediate previous financial year shall constitute a Risk Management Committee.

Accordingly the Board of Directors in their meeting held on 8 February 2019 hasconstituted its Risk Management Committee to assist the Board in fulfilling itsresponsibilities relating to evaluation and mitigating various risks exposures thatpotentially impact the Company. Thereafter as per the SEBI (Listing Obligations andDisclosure Requirements) (Second Amendment) Regulations 2021 notification dated05.05.2021 the Board in its meeting held on 22 May 2021 has merged the Risk ManagementCommittee and Audit Committee by changing the nomenclature of "Audit Committee"to "Audit and Risk Management Committee" of the Board.

At present the Audit and Risk Management Committee comprises Dr. Girish Kumar AhujaMr. Satwinder Singh Ms. Sudha Pillai and Mr. Jasbir Singh. Dr. Girish Kumar Ahuja is theChairman of this Audit and Risk Management Committee.

The Company has in place a Risk Management Policy. The primary objectives of the RiskManagement Policy include identification and categorisation of potential risks theirassessment and mitigation. The Risk Management Committee identifies evaluates andassesses the risks understands the exposure of risks and accordingly prepares andoversees execution of appropriate risk mitigation plan. It has identified Risk ManagementUnits within the Company the risk profiles of which are constantly monitored and theseverity of risk is tracked based on a systematic risk rating methodology.

The Risk Management Committee and the Board have identified some elements of riskswhich according to them are crucial to the Company. Details of these elements of riskshave been covered in the Management Discussion and Analysis which form part of thisAnnual Report and in Note 53 of the standalone financial statements.

The Risk Management Committee maintains comprehensive risk management systems to ensurethat the effectiveness of the mitigation action plan gets assessed independently. Theeffectiveness of system assessed and reviewed by the Risk Management Committee on needbasis and annually.

The Company's Board of Directors has overall responsibility for the establishment andoversight of the Company's risk management framework. The Note 53 of the standalonefinancial statements explains the sources of risk which the entity is exposed to and howthe entity manages the risk and the related impact in the financial statements.

The details of the Risk Management Committee as at 31 March 2021 along with its charterare set out in the Corporate Governance Report forming part of this report.


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 and recommended by the CSRCommittee to the Board. The CSR policy lays down CSR projects/ activities to be undertakenby your Company. The CSR projects/activities undertaken by your Company are based on theapproved CSR policy which is available on the Company's website through Web-link:http://www. As per the Company's CSRpolicy it continues to focus its CSR efforts on the following focus areas :

1. PROMOTING AND PREVENTING Health CARE SANITATION AND MAKING AVAILABLE SAFE DRINKINGWATER: Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water and spending on COVID -19;

2. PROMOTING EDuCATION: Promoting education including special education and employmentenhancing vocation skills especially among children women elderly and the differentlyabled and livelihood enhancement projects;

3. PROMOTING GENDER EQuALITY AND WOMEN EMPOWERMENT: Promoting gender equalityempowering women setting up homes and hostels for women and orphans; setting up old agehomes day care centres and such other facilities for senior citizens and measures forreducing inequalities faced by socially and economically backward groups;

4. PROMOTING SPORTS: Construction of Sports Stadium Training to promote rural sportsnationally recognised sports paralympic sports and Olympic sports;

5. CONTRIBUTION TO PRIME MINISTER' NATIONAL RELIEF FUND: Contribution to the PrimeMinister's National Relief Fund or any other fund set up by the Central Government forsocioeconomic development and relief and welfare of the Scheduled Castes the ScheduledTribes other backward classes minorities and women;

6. PROMOTING RURAL DEVELOPMENT PROJECTS: Strengthening rural areas by improvingaccessibility housing drinking water Sanitation power and livelihoods therebycreating sustainable villages.

Your Company has an ongoing vibrant CSR program of which some of the notable ongoinginvestments in preventing and promoting health care woman empowerment programs promotingand providing education and skill development for livelihood of youths of our countrywhich supports the underprivileged socially and economically disadvantaged communitiespromoting preventive health care.

During the financial year 2020 - 21 the CSR Committee met twice on 30 May 2020 and 30January 2021. During financial year 2020 - 21 on recommendation of CSR Committee Membersthe Board approved the CSR Budget amounting of Rs 232.91 Lakh which amounts to 2% of theaverage net profits of previous three financial years and against the above approvedbudget Rs 158.11 Lakh was spent on CSR projects/activities in financial year 2020 -21.

Further a detail about the CSR policy is available at our website. The annual reporton our CSR projects/ activities is annexed as "Annexure - F" forming part ofthis report.


Your Directors make the following statement in terms of Section 134(3)(c) of the Actwhich is to the best of their knowledge and belief and according to the information andexplanations obtained by them :

(a) in the preparation of the annual accounts for the financial year 31 March 2021 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the financial year 31 March 2021;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operativeeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operative effectively.


Your Company has in place a policy on Prevention of Sexual Harassment at workplace.This policy is in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013.

All employees whether permanent contractual temporary and trainees are covered underthis Policy. The Company aims at providing a workplace that enables employees to workwithout gender bias and sexual harassment. To achieve this objective the Companyregularly organises awareness sessions at all locations to sensitise the employees andconduct themselves in a professional manner.

As per the said Policy an Internal Committee is also in place to redress complaintsreceived regarding sexual harassment. During the financial year under review no case wasfiled under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.


Pursuant to the provision of Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (LODR)Regulations the Company has formulated Whistle Blower Policy and established VigilMechanism for the Directors and Employees of the Company to report serious and genuineunethical behavior actual or suspected fraud and violation of the Company's

code of conduct or ethics policy. It also provides adequate safeguards againstvictimisation of persons who use such mechanism and makes provision for direct access tothe Chairman of the Audit Committee. The main objective of this policy is to provide aplatform to Directors and Employees to raise concerns regarding any irregularitymisconduct or unethical matters / dealings within the Company which have a negativebearing on the organisation either financially or otherwise.

During financial year 2020 - 21 no personnel of the Company have been denied access tothe Audit Committee for reporting concerns if any.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board isavailable on the Company's website and can be accessed at the Web-link: blower-policy/

The Company has also adopted a Code of Conduct for Directors and Senior ManagerialPersonnel which is available on the website of the Company under the weblink: conduct-directors-senior-management-personnel. Thispolicy provides an additional channel to the normal management hierarchy for employees toraise concerns about any breach of the Company's Values or instances of violations of theCompany's Code of Conduct. Therefore it's in line with the Company's commitment to opencommunication and to highlight any such matters which may not be getting addressed in aproper manner. During the financial year under review no complaint under the WhistleBlower Policy was received.


In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 ('the PIT Regulations') on prevention of insider trading yourCompany has revised its Code of Conduct for regulating monitoring and reporting oftrading by Designated Persons in line with the recent amendments brought by SEBI in thePIT Regulations.

The said Code lays down guidelines which advise Designated Persons on the proceduresto be followed and disclosures to be made in dealing with the shares of the Company andcautions them on consequences of non-compliances.

Your Company also has a Code of practices and procedures of fair disclosures ofunpublished price sensitive information including a policy for determination of legitimatepurposes along with the Institutional Mechanism for prevention of insider trading andPolicy and procedures for inquiry in case of leak of unpublished price sensitiveinformation or suspected leak of unpublished price sensitive information.

Further your Company has put in place adequate and effective system of internalcontrols and standard processes have been set to ensure compliance with the requirementsgiven in these regulations to prevent insider trading.

To increase awareness on the prevention of insider trading in the organisation and tohelp the Designated Persons to identify and fulfill their obligations a comprehensivecampaign was run at all locations of Amber. This included display of relevant and usefulcontent by way of posters on the notice boards and other strategic locations placement ofstandees at common areas key messaging through desktop wallpapers and screensaversorientation sessions as part of regular employee induction conducting Company-wideworkshops for all Designated Persons by a subject matter expert sending mails for closureof trading window and submission of periodic disclosures etc.


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

Number of Shareholders and outstanding shares in the suspense account in the beginning of the year (1 April 2020) 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 2021) The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
None None None None None


The Management Discussion and Analysis Report forms an integral part of this report andgives details of the overall industry structure economic developments financial andoperational performance and state of affairs of your Company's business and other materialdevelopments during the financial year under review.


As stipulated under the SEBI (LODR) Regulations the Business Responsibility Report("BRR") has been prepared and forms part of the Annual Report as "Annexure- G". The Report provides a detailed overview of initiatives taken by your Companyfrom environmental social and governance perspectives.


Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by Securities and Exchange Boardof India. The report on Corporate Governance as stipulated under Schedule V(c) of the SEBI(LODR) Regulations forms an integral part of this Report and the same is attached withthis report as "Annexure - H".

The certificate on compliance with Corporate Governance norms is also attached thereto.The certificate from M/s. Amit Chaturvedi & Associates a firm of Company Secretariesconfirming the compliance of conditions of Corporate Governance as stipulated underSchedule V (E) of the SEBI (LODR) Regulations is annexed as "Annexure - I".


There are no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report i.e. between 1 April 2021 to 22May 2021 except those included in this report. However in view of the ongoing Covid-19pandemic your Company carried out a comprehensive assessment of possible impact on itsbusiness operations financial assets contractual obligations and its overall liquidityposition based on the internal and external sources of information and application ofreasonable estimates. Your Company did not foresee any significant incremental risk to therecoverability of its assets or in meeting its financial obligations over the foreseeablefuture given early and required steps taken to contain protect and mitigate theexposure.


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


Electronic copies of Annual Report 2020 - 21 and the Notice of 31st Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company/depository participant(s). For members who have not registered their email addressesphysical copies are sent in the permitted mode.


As of 31 March 2021 Your Company employed 1397 fulltime employees. Your Companybelieves that its employees are its core strength and accordingly development of peopleand providing a 'best-in-class' work environment is a key priority for the Organisation todrive business objectives and goals. Robust HR policies are in place which enablesbuilding a stronger performance culture and at the same time developing current and futureleader.


Performance for the Company is the sum total of value creation within the Organisation.The leadership focus is such that performance is measured on a continuous basis andperformance culture is driven to make every month a successful month. The significantoverall improvement in the performance of the Company during the last two years is atestimony to the leadership and management focus on this performance driven culture whichhas resulted in highly engaged and motivated teams.


Your Company has a rich legacy of nurturing and promoting talent from within theOrganisation thereby creating a healthy and vibrant work culture across the Company."Leadership through Innovation" is one such engagement forum which engagesemployees 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.

Several cultural and social programmes are organised within the Company to recogniseand promote talent which goes a long way in fostering camaraderie among employees andpromotes a sense of belonging in the Organisation.

The human resources development function of the Company is guided by a strong set ofvalues and policies. Your Company strives to provide the best work environment with ampleopportunities to grow and explore. Your Company maintains a work environment that is freefrom physical verbal and sexual harassment.

The management believes that the competent and committed human resources are vitallyimportant to attain success in the organisation. In line with this philosophy utmost careis being exercised to attract quality resources and suitable training is imparted onvarious skill-sets and behavior. Annual sports and games were conducted across theorganisation to enhance the competitive spirit and encourage bonding teamwork among theemployees.

The Company maintained healthy cordial and harmonious industrial relations at alllevels during the year under review.


The Company enjoyed harmonious industrial relations during the financial year. Therobust employee relation practices a collaborative approach to working and vibrant workculture has created a win-win situation for both employees and the Organisation. Thiscaring spirit has gone a long way in maintaining a harmonious environment across allunits.


Your Company continuously strives for excellence in its Investor Relations("IR") engagement with International and domestic investors through structuredconference- calls and periodic investor/analyst interactions like individual meetingsparticipation in investor conferences quarterly earnings calls and annual analyst meetwith the Chairman & Chief Executive Officer Managing Director Executive Director andBusiness Heads. Your Company interacted with various Indian and overseas investors andanalysts (excluding quarterly earnings calls and specific event related calls) afterlisting. Your Company always believes in leading from the front with emerging bestpractices in IR and building a relationship of mutual understanding withinvestor/analysts.

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


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 return in MGT - 9 isgiven in the "Annexure - J" and forms part of this Report.


The Company is fully compliant with the applicable Secretarial Standards("SS") viz. SS-1 & SS-2 on meetings of the Board of Directors and Generalmeetings respectively.


The information required under Section 134 (3) (m) of the Act read with Rule 8(3) ofCompanies (Accounts) Rules 2014 is appended hereto as "Annexure - K" and formspart of this Report.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events on these items during the financialyear under review :

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

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

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save or ESOS.

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

5. Voting rights which are not directly exercised by the Employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged underSection 67(3)(c) of the Act).

6. Buy Back of Shares.


During the financial year under review your Company received the following awards andaccolades :

1) "Excellence in Consumer Durables & Electronics Manufacturing" undercategory of Outstanding Contribution to Design Led Electronics Manufacturing from ELCINA;

2) Special appreciation award by Swaraj M&M Tractors for supplying 13 new developedparts with all efforts to help them to achieve record No. 14600+ Tractor Production.


The Board's Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward-looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein.

The Company is not obliged to update any such forward-looking statements. Someimportant factors that could influence the Company's operations comprise economicdevelopments pricing and demand and supply conditions in global and domestic marketschanges in government regulations tax laws litigation and industrial relations.


Your Company's organisational culture upholds professionalism integrity and continuousimprovement across all functions as well as efficient utilisation of the Company'sresources for sustainable and profitable growth.

The Directors place on record their sincere appreciation for the assistance guidanceand co-operation provided by various government authorities the banks/financialinstitutions business associates stock exchanges and other stakeholders such as memberscustomers suppliers and others. The employees of the Company are instrumental in theCompany scaling new heights year after year and their commitment and contribution isdeeply acknowledged. Shareholders' involvements are greatly valued. The Directors lookforward to your continuing support.

For and on behalf of Board of Directors Amber Enterprises India limited
Place : Gurugram Date : 22 May 2021 (Jasbir Singh) Chairman & CEO and Director DIN:- 00259632 248 - I Vasant Vihar Dehradun - 248006 Uttarakhand (Daljit Singh) Managing Director DIN:- 02023964 G - 45 Silver Oak Avenue DLF City Phase - I Gurugram - 122002 Haryana